SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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. 62 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
Amendment No. 62
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: November 30, 2007
It is proposed that this filing will become effective:
/ / immediately upon filing pursuant to paragraph (b)
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/X/ on November 30, 2007 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.
--- C O N T E N T S ---
This Post-Effective Amendment No. 62 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
Financial Group
A member of Lincoln Financial Group
Delaware Limited-Term Diversified Income Fund
Class A o Class B o Class C o Class R
Prospectus
November 30, 2007
Fixed Income
The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this Prospectus, and any
representation to the contrary is a criminal offense.
Table of contents
Fund profile page 2
Delaware Limited-Term Diversified Income Fund 2
How we manage the Fund page 6
Our investment strategies 6
The securities we typically invest in 10
The risks of investing in the Fund 15
Disclosure of portfolio holdings information 19
Who manages the Fund page 20
Investment manager 20
Portfolio managers 20
Manager of managers structure 20
Who's who? 21
About your account page 23
Investing in the Fund 23
Choosing a share class 23
Dealer compensation 26
Payments to intermediaries 26
How to reduce your sales charge 27
Waivers of Contingent Deferred Sales Charges 29
How to buy shares 31
Fair valuation 32
Retirement plans 32
Document delivery 32
How to redeem shares 33
Account minimums 34
Special services 34
Frequent trading of Fund shares 35
Dividends, distributions, and taxes 37
Certain management considerations 38
Financial highlights page 39
Glossary page 44
Additional information Back cover
1
Profile: Delaware Limited-Term Diversified Income Fund
What is the Fund's investment objective?
Delaware Limited-Term Diversified Income Fund seeks maximum total return,
consistent with reasonable risk. Although the Fund will strive to achieve its
objective, there is no assurance that it will.
What are the Fund's main investment strategies?
Under normal circumstances, the Fund will invest at least 80% of its net assets
in investment-grade fixed income securities, including, but not limited to,
fixed income securities issued or guaranteed by the U.S. government, its
agencies or instrumentalities, and by U.S. corporations. Investment-grade fixed
income securities are securities rated at least BBB by Standard & Poor's (S&P)
or Fitch, Inc. (Fitch), Baa3 by Moody's Investors Service (Moody's), or
similarly rated by another nationally recognized statistical ratings
organization (NRSRO). The Fund will maintain an average effective duration from
one to three years. We will determine how much of the Fund's assets to allocate
among the different types of fixed income securities in which the Fund may
invest based on our evaluation of economic and market conditions and our
assessment of the returns and potential for appreciation that can be achieved
from various sectors of the fixed income market.
The corporate debt obligations in which the Fund may invest include bonds,
notes, debentures, and commercial paper of U.S. companies, and subject to the
limitations described below, non-U.S. companies. The Fund may also invest in a
variety of securities which are issued or guaranteed as to the payment of
principal and interest by the U.S. government, and by various agencies or
instrumentalities which have been established or are sponsored by the U.S.
government, and, subject to the limitations described below, securities issued
by foreign governments.
Additionally, the Fund may also invest in mortgage-back securities issued or
guaranteed by the U.S. government, its agencies or instrumentalities, government
sponsored corporations, and mortgage-backed securities issued by certain
private, non-government entities. The Fund may also invest in securities that
are backed by assets such as receivables on home equity and credit card loans,
automobile, mobile home, recreational vehicle and other loans, wholesale dealer
floor plans, and leases.
The Fund may invest up to 20% of its assets in below investment grade
securities. In general, the below investment grade securities that the Fund may
purchase in this sector will generally be rated BB or lower by S&P or Fitch, Ba
or lower by Moody's or similarly rated by another NRSRO.
The Fund may also invest up to 20% of its net assets in foreign securities,
including up to 10% of its net assets in securities of issuers located in
emerging markets. The Fund's total non-U.S. dollar currency exposure will be
limited, in the aggregate, to no more than 10% of net assets.
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. 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. The Fund will be affected primarily by changes in bond
prices and interest rates. The market value of fixed income securities generally
falls when interest rates rise.
Investments in high yield, high-risk or "junk" bonds entail certain risks,
including the risk of loss of principal, which may be greater than the risks
presented by investment-grade bonds and which should be considered by investors
contemplating an investment in the Fund. Among these risks are those that result
from the absence of a liquid secondary market and the dominance in the market of
institutional investors.
The Fund will also be affected by prepayment risk due to its holdings of
mortgage-backed securities. With prepayment risk, when homeowners prepay
mortgages during periods of low interest rates, the Fund may be forced to
re-deploy its assets in lower yielding securities.
The Fund's investments in securities issued by non-U.S. companies are generally
denominated in foreign currencies and involve certain risks not typically
associated with investing in bonds issued by U.S. companies, including political
instability, foreign economic conditions, and inadequate regulatory and
accounting standards. To the extent that the Fund invests in foreign fixed
income securities, the value of these securities may be adversely affected by
changes in U.S. or foreign interest rates, as well as changes in currency
exchange rates. In addition, investments in emerging markets are subject to
greater risks than investments in more developed countries, including risks of
political or economic instability, expropriation, adverse changes in tax laws,
and currency controls.
2
Moreover, there is substantially less publicly available information about
issuers in emerging markets than there is about issuers in developed markets,
and the information that is available tends to be of a lesser quality. Also,
emerging markets are typically less mature, less liquid, and subject to greater
price volatility than are developed markets. The Fund's investments in foreign
securities may also be subject to currency risk. Currency risk is the risk that
the value of an investment may be negatively affected by changes in foreign
currency exchange rates. Adverse changes in exchange rates may reduce or
eliminate any gains produced by investments that are denominated in foreign
currencies and may increase losses. If, and to the extent that, we invest in
forward foreign currency contracts or use other investments to hedge against
currency risks, the Fund will be subject to the special risks associated with
those activities.
For a more complete discussion of risk, please see "The risks of investing in
the Fund" on page 15.
Who should invest in the Fund
o Investors with intermediate or long-term financial goals
o Investors who would like an investment offering allocation across key types
of fixed income securities
o Investors seeking a fixed income investment focusing on total return
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
o Investors seeking current income
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.
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 Diversified Income 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 10 calendar years, as well as the average annual returns of Class A, B,
C, and R shares for the one-year, five-year, and 10-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 certain of these periods. The returns
would be lower without the expense caps. Please see the footnotes on page 6 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)
-------- ------- ------- -------- -------- ------- ------- -------- ------- -------
1997 1998 1999 2000 2001 2002 2003 2004 2005 2006
-------- ------- ------- -------- -------- ------- ------- -------- ------- -------
5.23% 7.46% 1.07% 8.59% 8.16% 7.08% 2.12% 2.31% 1.76% 3.76%
-------- ------- ------- -------- -------- ------- ------- -------- ------- -------
As of September 30, 2007, the Fund's Class A shares had a calendar year-to-date
return of 3.69%. 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.
On August 15, 2007, the Fund's Board of Trustees (Board) approved changes to the
Fund's investment objective and strategies. These changes, which became
effective on November 30, 2007, allow the Fund to invest in a broader range of
fixed income securities, including U.S. government securities and foreign
government securities and corporate and high yield securities of domestic and
foreign issuers. Accordingly, the Fund no longer invests at least 80% of its net
assets in U.S. government securities. The historical returns shown above and
below do not reflect these changes.
Average annual returns for periods ending 12/31/06
---------------------------------------------- ----------- ---------- ---------------
1 year 5 years 10 years or
lifetime**
---------------------------------------------- ----------- ---------- ---------------
Class A return before taxes 0.95% 2.82% 4.42%
---------------------------------------------- ----------- ---------- ---------------
Class A return after taxes on distributions (0.59%) 1.27% 2.36%
---------------------------------------------- ----------- ---------- ---------------
Class A return after taxes on distributions
and sale of Fund shares 0.60% 1.48% 2.48%
---------------------------------------------- ----------- ---------- ---------------
Class B return before taxes* 0.90% 2.51% 4.26%
---------------------------------------------- ----------- ---------- ---------------
Class C return before taxes* 1.90% 2.51% 3.83%
---------------------------------------------- ----------- ---------- ---------------
Class R return before taxes 3.53% N/A 1.87%
---------------------------------------------- ----------- ---------- ---------------
Lehman Brothers 1-3 Year Government/Credit
Index*** 4.25% 3.27% 4.97%
---------------------------------------------- ----------- ---------- ---------------
Merrill Lynch 1-3 Year U.S. Treasury Index 3.96% 2.82% 4.69%
(reflects no deduction for fees, expenses,
or taxes)
---------------------------------------------- ----------- ---------- ---------------
The Fund's returns above are compared to the performance of the Lehman Brothers
1-3 Year Government/Credit Index and the Merrill Lynch 1-3 Year U.S. Treasury
Index. The Lehman Brothers 1-3 Year Government/Credit Index is a market
value-weighted index of government fixed-rate debt issues and investment-grade
U.S. and foreign fixed-rate debt issues with dollar-weighted average maturities
between one and three years. The Merrill Lynch 1-3 Year U.S. Treasury Index is
an 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. You should remember that, unlike the Fund, the Indices are
unmanaged and do 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
4
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 periods presented 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 five
years. If shares were not redeemed, the returns for Class B would be 2.89%,
2.51%, and 4.26% for the one-, five-, and 10-year periods, respectively;
and the returns for Class C would be 2.89%, 2.51%, and 3.83% for the one-,
five-, and 10-year periods, respectively.
** Lifetime returns are shown if the Fund or Class existed for less than 10
years. The Index returns shown for Class A, Class B, and Class C shares are
for the 10-year period because Class A, Class B, and Class C shares
commenced operations more than 10 years ago. The Index returns shown for
Class R shares are for the lifetime period because the inception date for
the Class R shares of the Fund was June 2, 2003. The Index returns for the
Class R lifetime period were 2.29% and 2.03% for the Lehman Brothers 1-3
Year Government/Credit Index and Merrill Lynch 1-3 Year Treasury Index,
respectively. The Index reports returns on a monthly basis as of the last
day of the month. As a result, the Index returns for Class R lifetime
reflect the returns from June 30, 2003 through December 31, 2006.
*** The Lehman Brothers 1-3 Year Government/Credit Index is replacing the
Merrill Lynch 1-3 Year Treasury Index as the Fund's benchmark. As a result
of the changes in the Fund's investment objective and strategies, as
described above, the investment manager (Manager) believes that the Lehman
1-3 Year Government/Credit Index is a more accurate benchmark of the Fund's
investments. The Merrill Lynch 1-3 Year Treasury Index may be excluded from
this comparison in the future.
5
What are the Fund's fees and expenses?
------------------------ ------------------------------- -------- ---------- -------- ---------
Sales charges are fees CLASS A B C R
paid directly from ------------------------------- -------- ---------- -------- ---------
your investments when Maximum sales charge (load)
you buy or sell shares imposed on purchases as a
of the Fund. You do percentage of offering price 2.75% none none none
not pay sales charges ------------------------------- -------- ---------- -------- ---------
when you buy or sell Maximum contingent deferred
Class R shares. sales charge (load) as a
percentage of original
purchase price or redemption
price, whichever is lower none(1) 2.00%(2) 1.00%(3) none
------------------------------- -------- ---------- -------- ---------
Maximum sales charge (load) none none none none
imposed on reinvested
dividends
------------------------------- -------- ---------- -------- ---------
Redemption fees none none none none
------------------------------- -------- ---------- -------- ---------
Exchange fees(4) none none none none
------------------------ ------------------------------- -------- ---------- -------- ---------
------------------------ ------------------------------- -------- ------------ -------- ---------
Annual fund operating CLASS A B C R
expenses are deducted ------------------------------- -------- ---------- -------- ---------
from the Fund's assets. Management fees(5) 0.50% 0.50% 0.50% 0.50%
------------------------------- -------- ---------- -------- ---------
Distribution and service 0.30%(6) 1.00% 1.00% 0.60%(7)
(12b-1) fees
------------------------------- -------- ---------- -------- ---------
Other expenses(8) 0.33% 0.33% 0.33% 0.33%
------------------------------- -------- ---------- -------- ---------
Total annual fund operating 1.13% 1.83% 1.83% 1.43%
expenses
------------------------------- -------- ---------- -------- ---------
Fee waivers and payments (0.14%) (0.14%) (0.14%) (0.24%)
------------------------------- -------- ---------- -------- ---------
Net expenses 0.99% 1.69% 1.69% 1.19%
------------------------ ------------------------------- -------- ---------- -------- ---------
------------------------ ---------- ------- -------- ---------- -------- ---------- ----------
This example is CLASS A B(9) B(9) C C R
intended to help you (if (if
compare the cost of redeemed) redeemed)
investing in the Fund ---------- ------- -------- ---------- -------- ---------- ----------
to the cost of 1 year $373 $172 $372 $172 $272 $121
investing in other ---------- ------- -------- ------------------- ---------- ----------
mutual funds with 3 years $611 $562 $662 $562 $562 $429
similar investment ---------- ------- -------- ------------------- ---------- ----------
objectives. We show 5 years $867 $977 $977 $977 $977 $759
the cumulative amount ---------- ------- -------- ------------------- ---------- ----------
of Fund expenses on a 10 years $1,600 $1,706 $1,706 $2,136 $2,136 $1,692
hypothetical ---------- ------- -------- ------------------- ---------- ----------
investment of $10,000
with an annual 5%
return over the time
shown. The Fund's
actual rate of return
may be greater or less
than the hypothetical
5% return we use here.
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 (NAV). However, if you buy the shares through a financial advisor who
is paid a commission, a contingent deferred sales charge (CDSC) will apply
to redemptions made within one year of purchase. Additional Class A
purchase options that involve a CDSC may be permitted from time to time and
will be disclosed in the Prospectus if they are available.
6
(2) If you redeem Class B shares during the first year after you buy them, you
will pay a CDSC 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%
CDSC.
(4) 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.
(5) The Manager has contracted to waive all or a portion of its investment
advisory fees and/or reimburse expenses from May 1, 2007 through April 30,
2008 in order to prevent total annual fund operating expenses (excluding
any 12b-1 plan expenses, taxes, interest, inverse floater program expenses,
brokerage fees, certain insurance costs, and non-routine expenses or costs,
including, but not limited to, those relating to reorganizations,
litigation, certain Trustee retirement plan expenses, conducting
shareholder meetings, and liquidations (collectively, "non-routine
expenses")) from exceeding 0.69% of the Fund's average daily net assets.
For purposes of these waivers and reimbursements, non-routine expenses may
also include such additional costs and expenses as may be agreed upon from
time to time by the Fund's Board and the Manager. These expense waivers and
reimbursements apply only to expenses paid directly by the Fund.
(6) The Fund's distributor (Distributor) has voluntarily agreed to waive the
Class A shares' 12b-1 fees from May 1, 2007 until such time as the waiver
is discontinued to no more than 0.15% of the Fund's average daily net
assets. The waiver may be discontinued at any time because it is voluntary.
The distribution and service fees shown in the annual fund operating
expenses table above do not reflect the Distributor's voluntary waiver. The
following table shows operating expenses that are based on the most
recently completed fiscal year and reflects the Distributor's current fee
waivers and payments.
-------------------------------- ---------------------------- ----------
Annual fund operating expenses CLASS A
are deducted from the Fund's ---------------------------- ----------
assets. Management fees 0.50%
---------------------------- ----------
Distribution and service
(12b-1) fees 0.30%
---------------------------- ----------
Other expenses 0.33%
---------------------------- ----------
Total annual fund operating
expenses 1.13%
---------------------------- ----------
Fee waivers and payments (0.29%)
---------------------------- ----------
Net expenses 0.84%
-------------------------------- ---------------------------- ----------
(7) The Distributor has contracted to limit the Class R shares' 12b-1 fees from
May 1, 2007 through April 30, 2008 to no more than 0.50% of the Fund's
average daily net assets.
(8) "Other expenses" have been restated to reflect a reduction in non-routine
expenses incurred during the period.
(9) 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. Securities
in which the Fund may invest include, but are not limited to, the following:
o Securities issued or guaranteed by the U.S. government, such as U.S.
Treasuries;
o Securities issued by U.S. government agencies or instrumentalities,
such as securities of the Government National Mortgage Association
(GNMA);
o Investment-grade and below investment-grade corporate bonds;
o Non-agency mortgage-backed securities, asset-backed securities,
commercial mortgage-backed securities, collateralized mortgage
obligations, and real estate mortgage investment conduits;
o Securities of foreign issuers in both developed and emerging markets,
denominated in foreign currencies and U.S. dollars;
o Loan participations; and
o Short-term investments.
Under normal circumstances, the Fund will invest at least 80% of its net assets
in investment-grade fixed income securities. The Fund may invest in debt
obligations issued or guaranteed by the U.S. government, its agencies or
instrumentalities, and by U.S. corporations. The corporate debt obligations in
which the Fund may invest include bonds, notes, debentures, and commercial paper
of U.S. companies. The U.S. government securities in which the Fund may invest
include a variety of securities which are issued or guaranteed as to the payment
of principal and interest by the U.S. government, and by various agencies or
instrumentalities which have been established or are sponsored by the U.S.
government.
The Fund may also invest in mortgage-back securities issued or guaranteed by the
U.S. government, its agencies or instrumentalities, or by government sponsored
corporations. Other mortgage-backed securities in which the Fund may invest are
issued by certain private, non-government entities. The Fund may also invest in
securities that are backed by assets such as receivables on home equity and
credit card loans, automobile, mobile home, recreational vehicle and other
loans, wholesale dealer floor plans, and leases.
The Fund maintains an average effective duration from one to three years.
The Fund may also invest up to 20% of its net assets in below-investment-grade
securities. The Fund may invest in domestic corporate debt obligations,
including notes, which may be convertible or non-convertible, commercial paper,
units consisting of bonds with stock or warrants to buy stock attached,
debentures and convertible debentures. The Fund will invest in both rated and
unrated bonds. Unrated bonds may be more speculative in nature than rated bonds.
The Fund may also invest up to 20% of its net assets in foreign securities,
including up to 10% of its net assets in securities of issuers located in
emerging markets. The Manager will limit non-U.S. dollar-denominated securities
to no more than 20% of net assets. The Fund's total non-U.S. dollar currency
exposure will be limited, in the aggregate, to no more than 10% of net assets.
These fixed income securities may include foreign government securities, debt
obligations of foreign companies, and securities issued by supranational
entities. A supranational entity is an entity established or financially
supported by the national governments of one or more countries to promote
reconstruction or development. Examples of supranational entities include, among
others, the International Bank for Reconstruction and Development (more commonly
known as the World Bank), the European Economic Community, the European
Investment Bank, the Inter-Development Bank, and the Asian Development Bank.
The Fund may invest in sponsored and unsponsored American Depositary Receipts,
European Depositary Receipts, or Global Depositary Receipts. The Fund may also
invest in zero coupon bonds and may purchase shares of other investment
companies.
The Fund will invest in both rated and unrated foreign securities.
8
The Fund may invest in securities issued in any currency and may hold foreign
currencies. Securities of issuers within a given country may be denominated in
the currency of another country or in multinational currency units, such as the
Euro. The Fund may, from time to time, purchase or sell foreign currencies
and/or engage in forward foreign currency transactions in order to expedite
settlement of Fund transactions and to minimize currency value fluctuations.
The Fund's investment objective is non-fundamental. This means that the Board
may change the Fund's objective without obtaining shareholder approval. If the
objective were changed, we would notify shareholders at least 60 days before the
change in the objective became effective.
9
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 U.S.
include Treasury bills, notes, and Treasury securities, although they
bonds of varying maturities. U.S. are typically not our largest holding
Treasury securities are backed by the because they generally do not offer
"full faith and credit" of the United as high a level of current income as
States. other fixed income securities.
----------------------------------------- --------------------------------------
Mortgage-backed securities: Fixed There is no limit on
income securities that represent pools government-related mortgage-backed
of mortgages, with investors receiving securities.
principal and interest payments as the
underlying mortgage loans are paid We may invest in mortgage-backed
back. Many are issued and guaranteed securities issued or guaranteed by
against default by the U.S. government the U.S. government, its agencies or
or its agencies or instrumentalities, instrumentalities or by
such as the Federal Home Loan Mortgage government-sponsored corporations.
Corporation, Fannie Mae, and GNMA.
Others are issued by private financial We may also invest in mortgage-backed
institutions, with some fully securities that are secured by the
collateralized by certificates issued underlying collateral of the private
or guaranteed by the government or its issuer. Such securities are not
agencies or instrumentalities. 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).
----------------------------------------- --------------------------------------
Asset-backed securities: Bonds or notes We may invest in asset-backed
backed by accounts receivable including securities rated in one of the four
home equity, automobile, or credit highest rating categories by an NRSRO.
loans.
----------------------------------------- --------------------------------------
Corporate bonds: Debt obligations We may invest in corporate bonds.
issued by a corporation.
----------------------------------------- --------------------------------------
High yield corporate bonds: Debt Emphasis is typically on those rated
obligations issued by a corporation and BB or Ba by an NRSRO.
rated lower than investment grade by an
NRSRO such as S&P or Moody's. High We carefully evaluate an individual
yield bonds (also known as "junk company's financial situation, its
bonds") are issued by corporations that management, the prospects for its
have lower credit quality and may have industry, and the technical factors
difficulty repaying principal and related to its bond offering. We seek
interest. to identify those companies that we
believe will be able to repay their
debt obligations in spite of poor
ratings. We may invest in unrated
bonds if we believe their credit
quality is comparable to the rated
bonds we are permitted to invest in.
Unrated bonds may be more speculative
in nature than rated bonds. We may
not invest more than 20% of the
Fund's net assets in high yield
securities.
----------------------------------------- --------------------------------------
10
----------------------------------------- --------------------------------------
Securities How we use them
----------------------------------------- --------------------------------------
Collateralized mortgage obligations We may invest in CMOs and REMICs.
(CMOs) and real estate mortgage Certain CMOs and REMICs may have
investment conduits (REMICs): CMOs are variable or floating interest rates
privately issued mortgage-backed bonds and others may be stripped. Stripped
whose underlying value is the mortgages mortgage securities are generally
that are collected into different pools considered illiquid and to such
according to their maturity. They are extent, together with any other
issued by U.S. government agencies and illiquid investments, will not exceed
private issuers. REMICs are privately 15% of the Fund's net assets, which
issued mortgage-backed bonds whose is the Fund's limit on investments in
underlying value is a fixed pool of illiquid securities. In addition,
mortgages secured by an interest in subject to certain quality and
real property. Like CMOs, REMICs offer collateral limitations, we may invest
different pools according to the up to 20% of the Fund's total assets
underlying mortgages' maturity. in CMOs and REMICs issued by private
entities that are not collateralized
by securities issued or guaranteed by
the U.S. government, its agencies, or
instrumentalities, so called
"non-agency mortgage-backed
securities."
----------------------------------------- --------------------------------------
Short-term debt investments: These We may invest in these instruments
instruments include: (1) time deposits, either as a means to achieve the
certificates of deposit, and bankers Fund's investment objective or, more
acceptances issued by a U.S. commercial commonly, as temporary defensive
bank; (2) commercial paper of the investments or pending investment in
highest quality rating; (3) short-term the Fund's principal investment
debt obligations with the highest securities. When investing all or a
quality rating; (4) U.S. government significant portion of the Fund's
securities; and (5) repurchase assets in these instruments, the Fund
agreements collateralized by the may not be able to achieve its
instruments described in (1) - (4) investment objective.
above.
----------------------------------------- --------------------------------------
Time deposits: Time deposits are We will not purchase time deposits
non-negotiable deposits maintained in a maturing in more than seven days and
banking institution for a specified time deposits maturing from two
period of time at a stated interest business days (as defined below)
rate. through seven calendar days will not
exceed 15% of the total assets of the
Fund.
----------------------------------------- --------------------------------------
Zero coupon bond and pay-in-kind (PIK) We may purchase fixed income
bonds: Zero coupon bonds are debt securities, including zero coupon
obligations which do not entitle the bonds and PIK bonds, consistent with
holder to any periodic payments of the Fund's investment objective.
interest prior to maturity or a
specified date when the securities
begin paying current interest, and
therefore are issued and traded at a
discount from their face amounts or par
value. PIK bonds pay interest through
the issuance to holders of additional
securities.
----------------------------------------- --------------------------------------
Foreign securities: Debt issued by a We may invest up to 20% of the Fund's
non-U.S. company or a government other net assets in securities of foreign
than the United States or by an agency, companies or governments.
instrumentality, or political
subdivision of such government.
----------------------------------------- --------------------------------------
Foreign currency transactions: A Although we value the Fund's assets
forward foreign currency exchange daily in terms of U.S. dollars, we do
contract involves an obligation to not intend to convert its holdings of
purchase or sell a specific currency on foreign currencies into U.S. dollars
a fixed future date at a price that is on a daily basis. We may, however,
set at the time of the contract. The from time to time, purchase or sell
future date may be any number of days foreign currencies and/or engage in
from the date of the contract as agreed forward foreign currency transactions
by the parties involved. in order to expedite settlement of
Fund transactions and to minimize
currency value fluctuations.
----------------------------------------- --------------------------------------
11
----------------------------------------- --------------------------------------
Securities How we use them
----------------------------------------- --------------------------------------
American Depositary Receipts (ADRs), We may invest in sponsored and
European Depositary Receipts (EDRs) and unsponsored ADRs. ADRs in which the
Global Depositary Receipts (GDRs): Fund may invest will be those that
ADRs are receipts issued by a are actively traded in the United
depositary (usually a U.S. bank) and States.
EDRs and GDRs are receipts issued by a
depositary outside of the U.S. (usually In conjunction with the Fund's
a non-U.S. bank or trust company or a investments in foreign securities, we
foreign branch of a U.S. bank). may also invest in sponsored and
Depositary receipts represent an unsponsored EDRs and GDRs.
ownership interest in an underlying
security that is held by the
depositary. Generally, the underlying
security represented by an ADR is
issued by a foreign issuer and the
underlying security represented by an
EDR or GDR may be issued by a foreign
or U.S. issuer. Sponsored depositary
receipts are issued jointly by the
issuer of the underlying security and
the depositary, and unsponsored
depositary receipts are issued by the
depositary without the participation of
the issuer of the underlying security.
Generally, the holder of the depositary
receipt is entitled to all payments of
interest, dividends, or capital gains
that are made on the underlying
security.
----------------------------------------- --------------------------------------
Loan participations: An interest in a We may invest without restriction in
loan or other direct indebtedness, such loan participations that meet our
as an assignment, that entitles the credit standards. We perform our own
acquiror of such interest to payments independent credit analysis on each
of interest, and/or other amounts due borrower and on the collateral
under the structure of the loan or securing each loan. We consider the
other direct indebtedness. In addition nature of the industry in which the
to being structured as secured or borrower operates, the nature of the
unsecured loans, such investments could borrower's assets, and the general
be structured as novations or quality and creditworthiness of the
assignments or represent trade or other borrower. We may invest in loan
claims owed by a company to a supplier. participations in order to enhance
total return, to affect
diversification, or to earn
additional income. We will not use
loan participations for reasons
inconsistent with the Fund's
investment objective.
----------------------------------------- --------------------------------------
Repurchase agreements: An agreement Typically, we use repurchase
between a buyer of securities, such as agreements as a short-term investment
a fund, and a seller of securities, in for the Fund's cash position. In
which the seller agrees to buy the order to enter into these repurchase
securities back within a specified time agreements, the Fund must have
at the same price the buyer paid for collateral of at least 102% of the
them, plus an amount equal to an agreed repurchase price. We will only enter
upon interest rate. Repurchase into repurchase agreements in which
agreements are often viewed as the collateral is comprised of U.S.
equivalent to cash. government securities.
----------------------------------------- ---------------------------------------
Options and futures: Options represent At times when we anticipate adverse
a right to buy or sell a security or a conditions, we may want to protect
group of securities at an agreed upon gains on securities without actually
price at a future date. The purchaser selling them. We might use options or
of an option may or may not choose to futures to neutralize the effect of
go through with the transaction. The any price declines, without selling a
seller of an option, however, must go bond or bonds, or as a hedge against
through with the transaction if its changes in interest rates. We may
purchaser exercises the option. also sell an option contract (often
referred to as "writing" an option)
Futures contracts are agreements for to earn additional income for the
the purchase or sale of a security or a Fund.
group of securities at a specified
price, on a specified date. Unlike Use of these strategies can increase
purchasing an option, a futures the operating costs of the Fund and
contract must be executed unless it is can lead to loss of principal.
sold before the settlement date.
The Fund has claimed an exclusion
Certain options and futures may be from the definition of the term
considered to be derivative securities. "commodity pool operator" under the
Commodity Exchange Act (CEA) and,
therefore, is not subject to
registration or regulation as a
commodity pool operator under the CEA.
----------------------------------------- --------------------------------------
12
----------------------------------------- --------------------------------------
Securities How we use them
----------------------------------------- --------------------------------------
Restricted securities: Privately placed We may invest in privately placed
securities whose resale is restricted securities, including those that are
under U.S. securities laws. eligible for resale only among
certain institutional buyers without
registration, which are commonly
known as "Rule 144A Securities."
Restricted securities that are
determined to be illiquid may not
exceed the Fund's 15% limit on
illiquid securities.
----------------------------------------- --------------------------------------
Illiquid securities: Securities that do We may invest up to 15% of the Fund's
not have a ready market and cannot be net assets in illiquid securities.
easily sold within seven days at
approximately the price at which a fund
has valued them. Illiquid securities
include repurchase agreements maturing
in more than seven days.
----------------------------------------- --------------------------------------
Interest rate swap, index swap, and We may use interest rate swaps to
credit default swap agreements: In an adjust the Fund's sensitivity to
interest rate swap, a fund receives interest rates or to hedge against
payments from another party based on a changes in interest rates. Index
variable or floating interest rate, in swaps may be used to gain exposure to
return for making payments based on a markets that the Fund invests in,
fixed interest rate. An interest rate such as the corporate bond market.
swap can also work in reverse with a We may also use index swaps as a
fund receiving payments based on a substitute for futures or options
fixed interest rate and making payments contracts if such contracts are not
based on a variable or floating directly available to the Fund on
interest rate. favorable terms. We may enter into
credit default swaps in order to
In an index swap, a fund receives gains hedge against a credit event, to
or incurs losses based on the total enhance total return, or to gain
return of a specified index, in exposure to certain securities or
exchange for making interest payments markets.
to another party. An index swap can
also work in reverse with a fund Use of these strategies can increase
receiving interest payments from the operating costs of the Fund and
another party in exchange for movements lead to loss of principal.
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.
----------------------------------------- --------------------------------------
We may also invest in other securities, including certificates of deposit and
obligations of both U.S. and foreign banks, 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
We may borrow money from banks as a temporary measure for extraordinary or
emergency purposes or to facilitate redemptions. We 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 objective.
Lending securities
We may lend up to 25% of the Fund's assets to qualified broker/dealers or
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 the changes in the value of the loaned
securities. These transactions may generate additional income for the Fund.
13
Purchasing securities on a when-issued or delayed-delivery basis
We 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. We
will designate cash or securities in amounts sufficient to cover the Fund's
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.
14
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
principal 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 We will not invest in swaps with
securities will decrease in value if maturities of more than 10 years.
interest rates rise. The risk is Each business day (as defined below),
greater for bonds with longer we will calculate the amount the Fund
maturities than for those with shorter must pay for swaps it holds and will
maturities. segregate enough cash or other liquid
securities to cover that amount.
Swaps may be particularly sensitive to
interest rate changes. Depending on
the actual movements of interest rates
and how well the portfolio manager
anticipates them, a fund could
experience a higher or lower return
than anticipated.
----------------------------------------- --------------------------------------
Market risk is the risk that all or a We maintain a long-term investment
majority of the securities in a certain approach and focus on securities that
market-- like the stock or bond market we believe can continue to provide
--will decline in value because of returns over an extended time frame
economic conditions, future regardless of interim market
expectations, or investor confidence. fluctuations. Generally, we do not
try to predict overall market
Index swaps are subject to the same movements.
market risks as the investment market
or sector that the index represents. In evaluating the use of an index
Depending on the actual movements of swap for the Fund, we carefully
the index and how well the portfolio consider how market changes could
manager forecasts those movements, a affect the swap and how that compares
fund could experience a higher or lower to our investing directly in the
return than anticipated. market the swap is intended to
represent. When selecting dealers
with whom we would make interest rate
or index swap agreements for the
Fund, we focus on those dealers with
high-quality ratings and do careful
credit analysis before engaging in
the transaction.
----------------------------------------- --------------------------------------
Industry and security risk: Industry We limit the amount of the Fund's
risk is the risk that the value of assets invested in any one industry
securities in a particular industry and in any individual security or
will decline because of changing issuer. We also follow a rigorous
expectations for the performance of selection process when choosing
that industry. securities for the portfolio.
Security risk is the risk that the
value of an individual stock or bond
will decline because of changing
expectations for the performance of the
individual company issuing the stock or
bond.
----------------------------------------- --------------------------------------
15
----------------------------------------- --------------------------------------
Risks How we strive to manage them
----------------------------------------- --------------------------------------
Credit risk is the possibility that a Our careful, credit-oriented bond
bond's issuer (or an entity that selection and our commitment to hold
insures the bond) will be unable to a diversified selection of high yield
make timely payments of interest and bonds are designed to manage this
principal. risk.
Investing in so-called "junk" or "high It is likely that protracted periods
yield" bonds entails the risk of of economic uncertainty would cause
principal loss, which may be greater increased volatility in the market
than the risk involved in prices of high yield bonds, an
investment-grade bonds. High yield increase in the number of high yield
bonds are sometimes issued by companies bond defaults, and corresponding
whose earnings at the time the bond is volatility in the Fund's NAV.
issued are less than the projected debt
payments on the bonds. Our holdings of high-quality,
investment-grade bonds are less
A protracted economic downturn may subject to credit risk and may help
severely disrupt the market for high to balance any credit problems
yield bonds, adversely affect the value experienced by individual high yield
of outstanding bonds, and adversely bond issuers.
affect the ability of high yield
issuers to repay principal and When selecting dealers with whom we
interest. would make interest rate or index
swap agreements, 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 during likelihood of prepayment when we
periods of low interest rates, forcing select mortgages. We may look for
a fund to reinvest its money at mortgage securities that have
interest rates that might be lower than characteristics that make them less
those on the prepaid mortgage. likely to be prepaid, such as low
Prepayment risk may also affect other outstanding loan balances or
types of debt securities, but generally below-market interest rates.
to a lesser extent than mortgage
securities.
----------------------------------------- --------------------------------------
Liquidity risk is the possibility that We limit exposure to illiquid
securities cannot be readily sold securities to no more than 15% of the
within seven days at approximately the Fund's net assets.
price at which a fund has valued them.
----------------------------------------- --------------------------------------
Derivatives risk is the possibility We will use derivatives for defensive
that a fund may experience a purposes, such as to protect gains or
significant loss if it employs a hedge against potential losses in the
derivatives strategy (including a portfolio without actually selling a
strategy involving swaps such as security, to neutralize the impact of
interest rate swaps, index swaps, and interest rate changes, to affect
credit default swaps) related to a diversification, or to earn
security or a securities index and that additional income.
security or index moves in the opposite
direction from what the 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.
----------------------------------------- --------------------------------------
Currency risk is the risk that the The Fund, which has exposure to
value of an investment may be global and international investments,
negatively affected by changes in may be affected by changes in
foreign currency exchange rates. currency rates and exchange control
Adverse changes in exchange rates may regulations and may incur costs in
reduce or eliminate any gains produced connection with conversions between
by investments that are denominated in currencies. To hedge this currency
foreign currencies and may increase risk associated with investments in
losses. non-U.S. dollar-denominated
securities, we may invest in forward
foreign currency contracts. These
activities pose special risks which
do not typically arise in connection
with investments in U.S. securities.
In addition, we may engage in foreign
currency options and futures
transactions.
----------------------------------------- --------------------------------------
16
----------------------------------------- --------------------------------------
Risks How we strive to manage them
----------------------------------------- --------------------------------------
Foreign risk is the risk that foreign We attempt to reduce the risks
securities may be adversely affected by presented by such investments by
political instability, changes in conducting world-wide fundamental
currency exchange rates, foreign research, including country visits.
economic conditions, or inadequate In addition, we monitor current
regulatory and accounting standards. economic and market conditions and
trends, the political and regulatory
environment, and the value of
currencies in different countries in
an effort to identify the most
attractive countries and securities.
Additionally, when currencies appear
significantly overvalued compared to
average real exchange rates, we may
hedge exposure to those currencies
for defensive purposes.
----------------------------------------- --------------------------------------
Emerging markets risk is the We may invest a portion of the Fund's
possibility that the risks associated assets in securities of issuers
with international investing will be located in emerging markets. We
greater in emerging markets than in cannot eliminate these risks but will
more developed foreign markets because, attempt to reduce these risks through
among other things, emerging markets portfolio diversification, credit
may have less stable political and analysis, and attention to trends in
economic environments. In addition, in the economy, industries and financial
many emerging markets there is markets, and other relevant factors.
substantially less publicly available We will limit investments in emerging
information about issuers and the markets, in the aggregate, to no more
information that is available tends to than 10% of the Fund's net assets.
be of a lesser quality. Economic
markets and structures tend to be less
mature and diverse and the securities
markets, which are subject to less
government regulation or supervision,
may also be smaller, less liquid, and
subject to greater price volatility.
----------------------------------------- --------------------------------------
Foreign government securities risk We attempt to reduce the risks
involves the ability of a foreign associated with investing in foreign
government or government-related issuer governments by limiting the portion
to make timely principal and interest of the Fund's assets that may be
payments on its external debt invested in such securities. We will
obligations. This ability to make not invest more than 20% of the
payments will be strongly influenced by Fund's net assets in foreign
the issuer's balance of payments, securities.
including export performance, its
access to international credits and
investments, fluctuations in interest
rates, and the extent of its foreign
reserves.
----------------------------------------- --------------------------------------
Legislative and regulatory risk: The We monitor the status of regulatory
United States Congress has, from time and legislative proposals to evaluate
to time, taken or considered any possible effects they might have
legislative actions that could on the Fund's portfolio.
adversely affect the high yield bond
market. For example, Congressional
legislation has, with some exceptions,
generally prohibited federally insured
savings and loan institutions from
investing in high yield securities.
Regulatory actions have also affected
the high yield market. Similar actions
in the future could reduce liquidity
for high yield securities, reduce the
number of new high yield securities
being issued and could make it more
difficult for the Fund to attain its
investment objective.
----------------------------------------- --------------------------------------
17
----------------------------------------- --------------------------------------
Risks How we strive to manage them
----------------------------------------- --------------------------------------
Zero coupon and PIK bonds: Zero coupon We may invest in zero coupon and PIK
and PIK bonds are generally considered bonds to the extent consistent with
to be more interest sensitive than the Fund's investment objective. We
income-bearing bonds, to be more cannot eliminate the risks of zero
speculative than interest-bearing coupon bonds, but we do try to
bonds, and to have certain tax address them by monitoring economic
consequences which could, under certain conditions, especially interest rate
circumstances be adverse to the Fund. trends and their potential impact on
For example, the Fund accrues, and is the Fund.
required to distribute to shareholders,
income on its zero coupon bonds.
However, the Fund may not receive the
cash associated with this income until
the bonds are sold or mature. If the
Fund does not have sufficient cash to
make the required distribution of
accrued income, the Fund could be
required to sell other securities in
its portfolio or to borrow to generate
the cash required.
----------------------------------------- --------------------------------------
Loans and other direct indebtedness These risks may not be completely
risk involves the risk that a fund will eliminated, but we will attempt to
not receive payment of principal, reduce them through portfolio
interest, and other amounts due in diversification, credit analysis, and
connection with these investments and attention to trends in the economy,
will depend primarily on the financial industries, and financial markets.
condition of the borrower. Loans that Should we determine that any of these
are fully secured offer a fund more securities may be illiquid, these
protection than an unsecured loan in would be subject to the Fund's
the event of non-payment of scheduled restriction on illiquid securities.
interest or principal, although there
is no assurance that the liquidation of
collateral from a secured loan would
satisfy the corporate borrower's
obligation, or that the collateral can
be liquidated. Some loans or claims may
be in default at the time of purchase.
Certain of the loans and the other
direct indebtedness acquired by a fund
may involve revolving credit facilities
or other standby financing commitments
which obligate a fund to pay additional
cash on a certain date or on demand.
These commitments may require a fund to
increase its investment in a company at
a time when that fund might not
otherwise decide to do so (including at
a time when the company's financial
condition makes it unlikely that such
amounts will be repaid). To the extent
that a fund is committed to advance
additional funds, it will at all times
hold and maintain in a segregated
account cash or other high-grade debt
obligations in an amount sufficient to
meet such commitments.
As a fund may be required to rely upon
another lending institution to collect
and pass onto a fund amounts payable
with respect to the loan and to enforce
a fund's rights under the loan and
other direct indebtedness, an
insolvency, bankruptcy, or
reorganization of the lending
institution may delay or prevent a fund
from receiving such amounts. The highly
leveraged nature of many such loans and
other direct indebtedness may make such
loans and other direct indebtedness
especially vulnerable to adverse
changes in economic or market
conditions. Investments in such loans
and other direct indebtedness may
involve additional risk to a fund.
----------------------------------------- ---------------------------------------
18
----------------------------------------- --------------------------------------
Risks How we strive to manage them
----------------------------------------- --------------------------------------
Valuation risk: A less liquid We will strive to manage this risk by
secondary market, as described above, carefully evaluating individual bonds
makes it more difficult for a fund to and by limiting the amount of the
obtain precise valuations of the high Fund's assets that can be allocated
yield securities in its portfolio. to privately placed high yield
During periods of reduced liquidity, securities.
judgment plays a greater role in
valuing high yield securities.
----------------------------------------- --------------------------------------
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.
19
Who manages the Fund
Investment manager
The Fund is managed by Delaware Management Company (Manager), a series of
Delaware Management Business Trust, which is a 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, net of waivers, of
0.32% of average daily net assets during the last fiscal year.
A discussion of the basis for the Board's approval of the Fund's investment
advisory contract is available in the Fund's semiannual report to shareholders
for the period ended June 30, 2007.
Portfolio managers
Paul Grillo and Roger A. Early have day-to-day responsibilities for making
investment decisions for the Fund.
Paul Grillo, CFA, Senior Vice President, Senior Portfolio Manager Mr. Grillo is
a member of the firm's taxable fixed income portfolio management team with
primary responsibility for portfolio construction and strategic asset
allocation. He joined Delaware Investments in 1992, and also serves as a
mortgage-backed and asset-backed securities analyst. Previously, Mr. Grillo
served as a mortgage strategist and trader at Dreyfus Corporation. He also
worked as a mortgage strategist and portfolio manager at Chemical Investment
Group and as a financial analyst at Chemical Bank. Mr. Grillo holds a bachelor's
degree in business management from North Carolina State University and an MBA
with a concentration in finance from Pace University.
Roger A. Early, CPA, CFA, CFP, Senior Vice President, Senior Portfolio Manager
Mr. Early is a member of the firm's taxable fixed income portfolio management
team with primary responsibility for portfolio construction and strategic asset
allocation. Mr. Early re-joined Delaware Investments in March 2007. During his
previous tenure at the firm, from 1994 to 2001, he was a senior portfolio
manager in the same area, and he left Delaware Investments as head of its U.S.
investment grade fixed income group. Mr. Early most recently worked at Chartwell
Investment Partners, where he served as a senior portfolio manager in fixed
income from 2003 to 2007. He also worked at Turner Investments from 2002 to
2003, where he served as chief investment officer for fixed income, and
Rittenhouse Financial from 2001 to 2002. He joined Delaware Investments in 1994
after 10 years at Federated Investors. Mr. Early earned his bachelor's degree in
economics from The Wharton School of the University of Pennsylvania and an MBA
with concentrations in finance and accounting from the University of Pittsburgh.
He is a member of The CFA Society of Philadelphia.
The Fund's SAI provides additional information about the portfolio managers'
compensation, other accounts managed by the portfolio managers, and the
portfolio managers' ownership of Fund shares.
Manager of managers structure
The Fund and the Manager have received an exemptive order from the U.S.
Securities and Exchange Commission (SEC) to operate under a manager of managers
structure that permits the Manager, with the approval of the Board, to appoint
and replace sub-advisors, enter into sub-advisory agreements, and materially
amend and terminate sub-advisory agreements on behalf of the Fund without
shareholder approval (Manager of Managers Structure). Under the Manager of
Managers Structure, the Manager has ultimate responsibility, subject to
oversight by the Fund's Board, for overseeing the Fund's sub-advisors and
recommending to the Board their hiring, termination, or replacement. The SEC
order does not apply to any sub-advisor that is affiliated with the Fund or the
Manager. 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.
The Manager of Managers Structure enables the Fund to operate with greater
efficiency and without incurring the expense and delays associated with
obtaining shareholder approvals for matters relating to sub-advisors or
sub-advisory agreements. The Manager of Managers Structure does not permit an
increase in the overall management and advisory fees payable by the Fund without
shareholder approval. Shareholders will be notified of any changes made to
sub-advisors or sub-advisory agreements within 90 days of the change.
20
Who's who?
This diagram shows the various organizations involved in managing,
administering, and servicing the Delaware Investments(R) Funds.
[GRAPHIC OMITTED: DIAGRAM SHOWING THE VARIOUS ORGANIZATIONS INVOLVED IN
MANAGING, ADMINISTERING, AND SERVICING THE DELAWARE INVESTMENTS(R) FUNDS]
Board of Trustees
Investment manager Custodian
Delaware Management Company Mellon Bank, N.A.
2005 Market Street One Mellon Center
Philadelphia, PA 19103-7094 The Fund Pittsburg, PA 15285
Distributor Service agent
Delaware Distributors, L.P. Delaware Service Company, Inc.
2005 Market Street 2005 Market Street
Philadelphia, PA 19103-7094 Philadelphia, PA 19103-7094
Financial intermediary wholesaler
Lincoln Financial Distributors, Inc.
2001 Market Street
Philadelphia, PA 19103-7055
Portfolio managers
(see page 20 for details)
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 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 investment manager performs. Most management
contracts provide for the investment manager to receive an annual fee based on a
percentage of the fund's average daily net assets. The investment 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 that
segregates fund securities from other bank assets.
21
Distributor Most mutual funds continuously offer new shares to the public
through distributors that are regulated as broker/dealers and are subject to the
Financial Industry Regulatory Authority (FINRA) rules governing mutual fund
sales practices.
Financial intermediary wholesaler Pursuant to a contractual arrangement with the
distributor, the financial intermediary wholesaler 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.
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 a 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.
22
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 reduced 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 voluntarily 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 CDSC, 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.
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 NAV, the percentage
rate of sales charge, and rounding.
-------------------------------- ------------------------ ------------------------
Sales charge as % Sales charge as % of
Amount of purchase of offering price net amount 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 None (Limited CDSC
may apply)* may apply)*
-------------------------------- ------------------------ ------------------------
* There is no front-end sales charge when you purchase $1 million or more of
Class A shares. However, if the Delaware Distributors, L.P. (the
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 after your purchase, unless a specific
waiver of the Limited CDSC applies. The Limited CDSC will be paid to the
Distributor and will be assessed on an amount equal to the lesser of: (1)
the NAV at the time the Class A shares being redeemed were purchased; or
(2) 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(R) Fund and, in the event of an
exchange of Class A shares, the "NAV of such shares at the time of
redemption" will be the NAV 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.
23
As of May 31, 2007, no new or subsequent investments, including investments
through automatic investment plans and by qualified retirement plans (such as
401(k) plans, 403(b) plans, or 457 plans), are allowed in Class B shares of the
Fund, except through a reinvestment of dividends or capital gains or permitted
exchanges. Existing shareholders of Class B shares may continue to hold their
Class B shares, reinvest dividends into Class B shares, and exchange their Class
B shares of one Delaware Investments(R) Fund for Class B shares of another Fund,
as permitted by existing exchange privileges. Existing Class B shareholders
wishing to make subsequent purchases in the Fund's shares will be permitted to
invest in other classes of the Fund, subject to that class' pricing structure
and eligibility requirements, if any.
For Class B shares outstanding as of May 31, 2007 and Class B shares acquired
upon reinvestment of dividends or capital gains, all Class B share attributes,
including the CDSC schedules, conversion to Class A schedule, and distribution
and service (12b-1) fees, will continue in their current form. However, as of
May 31, 2007, the reinvestment of redeemed shares with respect to Class B shares
(which, as described in the prospectus, permits you to reinvest within 12 months
of selling your shares and have any CDSC you paid on such shares credited back
to your account) has been discontinued. In addition, because the Fund's or its
Distributor's ability to assess certain sales charges and fees is dependent on
the sale of new shares, the termination of new purchases of Class B shares could
ultimately lead to the elimination and/or reduction of such sales charges and
fees. The Fund may not be able to provide shareholders with advance notice of
the reduction in these sales charges and fees. You will be notified via a
Prospectus Supplement if there are any changes to any attributes, sales charges,
or fees.
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 CDSC 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 CDSC of 2.00%. The CDSC is 1.00% during the
second and third years, and 0% thereafter.
o In determining whether the 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. For further information on how the CDSC is determined, please see
"Calculation of Contingent Deferred Sales Charges-- Class B and Class C"
below.
o Under certain circumstances, the CDSC may be waived; please see "Waivers of
Contingent Deferred Sales Charges" below for further information.
o 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 Five years after you buy them, Class B shares automatically convert to
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.
Orders that exceed $100,000 will be rejected. 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 CDSC of 1.00% if
you redeem your shares within 12 months after you buy them.
o In determining whether the CDSC 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
24
dividends or distributions, and finally by shares held for 12 months or
less. For further information on how the CDSC is determined, please see
"Calculation of Contingent Deferred Sales Charges - Class B and Class C"
below.
o Under certain circumstances the CDSC 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 to
another class.
o You may purchase only up to $1,000,000 of Class C shares at any one time.
Orders that exceed $1,000,000 will be rejected. The limitation on maximum
purchases varies for retirement plans.
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 CDSC.
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 to
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) individual
retirement account (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 IRAs, SEP/IRAs, SAR/SEP IRAs, Roth IRAs, 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
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
the shares being redeemed were purchased or the NAV of those shares at the time
of redemption. No CDSC will be imposed on increases in NAV above the initial
purchase
25
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(R) Fund. In the event of an exchange
of 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.
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
$100,000 2.35% - - -
---------------------------- ------------- ------------- ------------ -------------
$100,000 but less than
$250,000 1.75% - - -
---------------------------- ------------- ------------- ------------ -------------
$250,000 but less than
$1,000,000 0.75% - - -
---------------------------- ------------- ------------- ------------ -------------
$1,000,000 but less than
$5,000,000 0.75% - - -
---------------------------- ------------- ------------- ------------ -------------
$5,000,000 but less than
$25,000,000 0.50% - - -
---------------------------- ------------- ------------- ------------ -------------
$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 voluntarily
agreed to limit this amount to 0.15% from May 1, 2007 until the waiver is
discontinued. The waiver may be discontinued at any time because it is
voluntary. 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 five years, Class B shares
automatically convert to 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 may pay 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. Alternatively, certain intermediaries may not be
eligible to receive the up-front commission of 1.00%, but may receive the
full 1.00% 12b-1 fee upon sales of Class C shares.
(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% from May 1, 2007 through April 30,
2008. 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%.
Payments to intermediaries
The Distributor, Lincoln Financial Distributors, Inc., and their affiliates may
pay additional compensation (at their own expense and not as an expense of the
Fund) to certain affiliated or unaffiliated brokers, dealers, or other financial
intermediaries (Financial Intermediaries) in connection with the sale or
retention of Fund shares and/or shareholder servicing, including providing the
Fund with "shelf space" or a higher profile with the Financial Intermediary's
consultants, sales persons, and customers (distribution assistance). The level
of payments made to a qualifying Financial Intermediary in any given year will
vary. To the extent permitted by SEC and FINRA rules and other applicable laws
and regulations, the Distributor may pay, or allow its affiliates to pay, other
promotional incentives or payments to Financial Intermediaries.
26
If a mutual fund sponsor or distributor makes greater payments for distribution
assistance to your Financial Intermediary with respect to distribution of shares
of that particular mutual fund than sponsors or distributors of other mutual
funds make to your Financial Intermediary with respect to the distribution of
the shares of their mutual funds, your Financial Intermediary and its
salespersons may have a financial incentive to favor sales of shares of the
mutual fund making the higher payments over shares of other mutual funds or over
other investment options. In addition, depending on the arrangements in place at
any particular time, a Financial Intermediary may also have a financial
incentive for recommending a particular share class over other share classes.
You should consult with your Financial Intermediary and review carefully any
disclosure provided by such Financial Intermediary as to compensation it
receives in connection with investment products it recommends or sells to you.
In certain instances, the payments could be significant and may cause a conflict
of interest for your Financial Intermediary. Any such payments will not change
the NAV or the price of the Fund's shares.
For more information, please see the Fund's SAI.
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 Through a Letter of X Although the Letter of Intent and
Intent Intent, you agree to Rights of Accumulation do not
invest a certain apply to the purchase of Class B
amount in Delaware and Class C shares, you can
Investments(R) Funds combine your purchase of Class A
(except money market shares with your purchase of
funds with no sales Class B and Class C shares to
charge) over a fulfill your Letter of Intent or
13-month period to qualify for Rights of
qualify for reduced Accumulation.
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 Up to 12 months after For Class A, For Class Not available.
of Redeemed you redeem shares, you will not B, your
Shares you can reinvest the have to pay an account
proceeds without additional will be
paying a sales charge. front-end credited
sales charge. with the
CDSC you
previously
paid on the
amount you
are
reinvesting.
Your
schedule
for CDSCs
and
conversion
to Class A
will not
start over
again; it
will pick
up from the
point at
which you
redeemed
your shares.
---------------- ------------------------- ------------------ -----------------------------------
27
---------------- ------------------------- ------------------------------------------------------
Program How it works Share class
A B C
---------------- ------------------------- ------------------ --------------- -------------------
SIMPLE/IRA, These investment X There is no reduction in sales
SEP/IRA, plans may qualify for charges for Class B or Class C
SAR/SEP, reduced sales charges shares for group purchases by
Profit by combining the retirement plans.
Sharing, purchases of all
Pension, members of the group.
401(k), Members of these
SIMPLE groups may also
401(k), qualify to purchase
403(b)(7), shares without a
and 457 front-end sales
Retirement charge and may
Plans qualify for a waiver
of any CDSCs on Class
A shares.
---------------- ------------------------- ------------------ -----------------------------------
Buying Class A shares at Net Asset Value
Class A shares of the Fund may be purchased at NAV 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 the
Manager's 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 NAV.
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 NAV.
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 the Delaware Investments(R) Funds.
o Purchases by certain officers, trustees, and key employees of institutional
clients of the Manager or any of its affiliates.
o Purchases for the benefit of the clients of brokers, dealers, and
registered investment managers if such brokers, dealers, or investment
managers 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 accounts of their
trust customers if they are not eligible to purchase shares of the Fund's
Institutional Class, if applicable.
o Purchases by retirement plans that are maintained on retirement platforms
sponsored by financial intermediary firms, provided the financial
intermediary firms have 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.
28
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.
Waivers of Contingent Deferred Sales Charges
The Fund's applicable CDSCs may be waived under the following circumstances:
--------------------------------------- -------------- -------------- ---------------
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 NAV of the shares held in
the account is less than the
then-effective minimum account size.
--------------------------------------- -------------- -------------- ---------------
Distributions to participants or X Not Not available.
beneficiaries from a retirement plan available.
qualified under Section 401(a) of the
Internal Revenue Code of 1986, as
amended (Code).
--------------------------------------- -------------- -------------- ---------------
Redemptions pursuant to the direction X Not Not available.
of a participant or beneficiary of a 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, Coverdell Education
Savings Account, 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
Treas. Reg.§1.401(k)-1(d)(3) and
Section 457(d)(1)(A)(iii) 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, Coverdell Education
Savings Account, 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 available.
benefit plans to pay benefits. 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 Treas. Reg.
--------------------------------------- -------------- -------------- ---------------
29
--------------------------------------- -------------- -------------- ---------------
Share Class
--------------------------------------- -------------- -------------- ---------------
Category A* B C
--------------------------------------- -------------- -------------- ---------------
§1.401(k)-1(d)(3) and Section
457(d)(1)(A)(iii) 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.
--------------------------------------- -------------- -------------- ---------------
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 available.
shareholders who are permitted to available.
purchase shares at NAV, 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 CDSC 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 on the Delaware Investments(R) Funds' Web site at
www.delawareinvestments.com. Additional information on sales charges can be
found in the Fund's SAI, which is available upon request.
30
About your account (continued)
How to buy shares
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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.
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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, P.O. Box
219656, Kansas City, MO 64121-9656. 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.
Please note that all purchases by mail into your account or into a new account
will not be accepted until such purchase orders are received by Delaware
Investments at P.O. Box 219656, Kansas City, MO 64121-9656 for investments by
regular mail or 430 W. 7th Street, Kansas City, MO 64105 for investments by
overnight courier service. Please do not send purchase orders to 2005 Market
Street, Philadelphia, PA 19103-7094.
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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 800 523-1918 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.
[GRAPHIC OMITTED: SYMBOL OF A KEYPAD]
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 $25 or more, 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 an authorized agent or we 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 a
fund's 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
31
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. Because the
Fund invests in foreign securities that may trade on days when the Fund is not
open for business, the value of such securities may change on days when the
shareholder will not be able to purchase or redeem Fund shares. 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. We price 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 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
traded primarily 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 send 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 to receive 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 documents 30 days after receiving your request.
32
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, P.O. Box
219656, Kansas City, MO 64121-9656. All owners of the account must sign the
request. 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.
Please note that all redemption requests from your account by mail will not be
accepted until such redemption orders are received by Delaware Investments at
P.O. Box 219656, Kansas City, MO 64121-9656 for redemptions by regular mail or
430 W. 7th Street, Kansas City, MO 64105 for redemptions by overnight courier
service. Please do not send redemption requests to 2005 Market Street,
Philadelphia, PA 19103-7094.
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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. 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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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.
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
an authorized agent or we receive the request before the close of regular
trading on the NYSE (normally 4:00 p.m. Eastern Time), you will receive the NAV
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 CDSCs. 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 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.
33
If you are required to pay a CDSC 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 CDSC 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 CDSC at the time of the exchange. If you later redeem those shares,
the purchase price for purposes of the CDSC 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 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 may 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.
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 the 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) Funds' 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 CDSC.
Under some 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 of another Delaware Investments(R) Fund without paying a front-end sales
charge or a CDSC 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 CDSC as the
shares you originally purchased. The holding period for the CDSC 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
34
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 objective 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(SM) On Demand Service has a minimum transfer of $25 and a maximum
transfer of $100,000, except for purchases into IRAs. Delaware Investments does
not charge a fee for this service; however, your bank may assess one.
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 CDSC for Class A shares and the 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 subject to the
applicable CDSC, 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 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
CDSC, or the sale results
35
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 and may be selectively
applied, we seek 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. If the Fund elects not to take any action in response to frequent
trading, such frequent trading activity could continue.
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 a fund
calculates its NAV (normally 4:00 p.m. Eastern Time). Developments that occur
between the closing of the foreign market and a 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
a 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 have financial intermediaries apply the Fund's monitoring
procedures to these omnibus accounts and to the individual participants in such
accounts. However, to the extent that a financial intermediary is not able or
willing to monitor or enforce the Fund's frequent trading policy with respect to
an omnibus account, the Fund or its agents may require the financial
intermediary to impose its frequent trading policy, rather than the Fund's
policy, to shareholders investing in the Fund through the financial
intermediary.
36
A financial intermediary may impose different requirements or have additional
restrictions on the frequency of trading than the Fund. Such restrictions may
include without limitation, requiring the trades to be placed by U.S. mail,
prohibiting purchases for a designated period of time (typically 30 to 90 days)
by investors who have recently purchased or redeemed Fund shares and similar
restrictions. The Fund's ability to impose such restrictions with respect to
accounts traded through particular financial intermediaries may vary depending
on systems capabilities, applicable contractual and legal restrictions, and
cooperation of those financial intermediaries.
You should consult your financial intermediary regarding the application of such
restrictions and to determine whether your financial intermediary imposes any
additional or different limitations. 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 qualified as a regulated investment
company under the 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 realized capital gains, if any, twice each year. The amount of
any distribution will vary, and there is no guarantee the Fund will pay either
an income dividend or a capital gains 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 calendar year.
Distributions declared in December to shareholders of record in such month, but
paid in January, are taxable as if they were paid in December. The Fund 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. Use the information on your corrected Form 1099-DIV,
not the information on your statement, for tax returns.
Avoid "Buying A Dividend." If you are a taxable investor and 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. Because the income of the Fund primarily is derived from
investments earning interest rather than dividend income, generally none or only
a small portion of the income dividends paid to you by the Fund may be qualified
dividend income eligible for taxation by individuals at long-term capital gain
rates if 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.
37
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 at a 30% or lower treaty tax rate and U.S. estate
tax, and are subject to special U.S. tax certification requirements.
Receipt of excess inclusion income by the Fund. Income received by the Fund from
certain equity interests in mortgage pooling vehicles is treated as "excess
inclusion income." The Fund may derive such income from investment in REMIC
residual interests or, indirectly, through an investment in REITs that hold such
interests or otherwise qualify as taxable mortgage pools. In general, this
income is required to be reported to Fund shareholders that are not disqualified
organizations (as defined below) in proportion to dividends paid with the same
consequences as if the shareholders directly received the excess inclusion
income. Excess inclusion income: (i) may not be offset with net operating
losses; (ii) represents unrelated business taxable income (UBTI) in the hands of
a tax-exempt shareholder that is not a disqualified organization; and (iii) is
subject to withholding tax, without regard to otherwise applicable exemptions or
rate reductions, to the extent such income is allocable to a shareholder who is
not a U.S. person. The Fund must pay the tax on its excess inclusion income that
is allocable to "disqualified organizations," which are generally certain
cooperatives, governmental entities, and tax-exempt organizations that are not
subject to tax on UBTI. To the extent that the Fund shares owned by a
disqualified organization are held in record name by a broker/dealer or other
nominee, the Fund must inform the broker/dealer or other nominee of the excess
inclusion income allocable to them and the broker/dealer or other nominee must
pay the tax on the portion of the Fund's excess inclusion income allocable to
them on behalf of the disqualified organizations.
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 from similar investment vehicles,
such as 529 Plans. A "529 Plan" is a college savings program that operates under
Section 529 of the 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.
38
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. The information for each of the fiscal years ended
December 31 presented below 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 Diversified Income Fund Class A
Year ended 12/31
Six months
ended
6/30/07(5) 2006 2005 2004 2003 2002
(unaudited)
Net asset value, beginning of period $8.210 $8.270 $8.480 $8.620 $8.770 $8.600
Income (loss) from investment
operations:
Net investment income 0.174 0.284 0.278 0.244 0.222 0.349
Net realized and unrealized gain
(loss) on investments (0.052) 0.019 (0.132) (0.048) (0.039) 0.255
------- -------- -------- -------- -------- --------
Total from investment operations 0.122 0.303 0.146 0.196 0.183 0.604
------- -------- -------- -------- -------- --------
Less dividends and distributions
from:
Net investment income (0.192) (0.363) (0.356) (0.336) (0.315) (0.434)
Return of capital ----- ----- ----- ----- (0.018) -----
------- -------- -------- -------- -------- --------
Total dividends and distributions (0.192) (0.363) (0.356) (0.336) (0.333) (0.434)
------- -------- -------- -------- -------- --------
Net asset value, end of period $8.140 $8.210 $8.270 $8.480 $8.620 $8.770
======= ======== ======== ======== ======== ========
Total return 1.50%(2) 3.76%(2) 1.76%(2) 2.31%(2) 2.12%(2) 7.08%(2)
Ratios and supplemental data:
Net assets, end of period (000
omitted) $168,899 $173,362 $189,845 $204,053 $249,845 $250,729
Ratio of expenses to average net
assets 0.82% 0.81% 0.82% 0.75% 0.75% 0.75%
Ratio of expenses to average net
assets prior to expense
limitation and expenses paid
indirectly 1.16% 1.14% 1.12% 1.13% 1.14% 1.05%
Ratio of net investment income to
average net assets 4.42% 3.46% 3.32% 2.85% 2.57% 3.99%
Ratio of net investment income to
average net assets prior to
expense limitation and expenses
paid indirectly 4.08% 3.13% 3.02% 2.47% 2.18% 3.69%
Portfolio turnover 251% 276% 259% 313% 483% 313%
(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 and does not reflect the impact of a sales
charge. Total investment return reflects waivers and payment of fees by the
manager and distributor, as applicable. Performance would have been lower
had the expense limitation not been in effect.
39
(3) 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.
(4) The portfolio turnover is representative of the entire Fund for the year
ended December 31, 2003.
(5) Ratios and portfolio turnover have been annualized and total return has not
been annualized.
40
Delaware Limited-Term Diversified Income Fund Class B
Year ended 12/31
Six months
ended
6/30/07(5) 2006 2005 2004 2003 2002
(unaudited)
Net asset value, beginning of period $8.210 $8.270 $8.480 $8.620 $8.770 $8.600
Income (loss) from investment
operations:
Net investment income 0.140 0.215 0.207 0.170 0.152 0.274
Net realized and unrealized gain
(loss) on investments (0.052) 0.019 (0.132) (0.047) (0.044) 0.255
------- -------- -------- -------- -------- --------
Total from investment operations 0.088 0.234 0.075 0.123 0.108 0.529
------- -------- -------- -------- -------- --------
Less dividends and distributions
from:
Net investment income (0.158) (0.294) (0.285) (0.263) (0.244) (0.359)
Return of capital ---- ----- ----- ----- (0.014) ----
------- -------- -------- -------- -------- --------
Total dividends and distributions (0.158) (0.294) (0.285) (0.263) (0.258) (0.359)
------- -------- -------- -------- -------- --------
Net asset value, end of period $8.140 $8.210 $8.270 $8.480 $8.620 $8.770
======= ======== ======== ======== ======== ========
Total return 1.07%(2) 2.89%(2) 0.90%(2) 1.44%(2) 1.25%(2) 6.17%(2)
Ratios and supplemental data:
Net assets, end of period (000
omitted) $7,884 $11,674 $19,857 $27,559 $37,774 $50,326
Ratio of expenses to average net
assets 1.67% 1.66% 1.67% 1.60% 1.60% 1.60%
Ratio of expenses to average net
assets prior to expense
limitations and expenses paid
indirectly 1.86% 1.84% 1.82% 1.83% 1.86% 1.90%
Ratio of net investment income to
average net assets 3.57% 2.61% 2.47% 2.00% 1.72% 3.14%
Ratio of net investment income to
average net assets prior to
expense limitations and
expenses paid indirectly 3.38% 2.43% 2.32% 1.77% 1.46% 2.84%
Portfolio turnover 251% 276% 259% 313% 483% 313%
Delaware Limited-Term Diversified Income Fund Class C
Year ended 12/31
Six months
ended
6/30/07(5) 2006 2005 2004 2003 2002
(unaudited)
Net asset value, beginning of period $8.210 $8.270 $8.480 $8.620 $8.770 $8.600
Income (loss) from investment
operations:
Net investment income 0.140 0.215 0.207 0.170 0.152 0.274
Net realized and unrealized gain
(loss) on investments (0.052) 0.019 (0.132) (0.047) (0.044) 0.255
------- -------- -------- -------- -------- --------
Total from investment operations 0.088 0.234 0.075 0.123 0.108 0.529
------- -------- -------- -------- -------- --------
Less dividends and distributions
from:
Net investment income (0.158) (0.294) (0.285) (0.263) (0.244) (0.359)
Return of capital ---- ----- ----- ----- (0.014) ----
------- -------- -------- -------- -------- --------
Total dividends and distributions (0.158) (0.294) (0.285) (0.263) (0.258) (0.359)
------- -------- -------- -------- -------- --------
Net asset value, end of period $8.140 $8.210 $8.270 $8.480 $8.620 $8.770
======= ======== ======== ======== ======== ========
Total return 1.07%(2) 2.89%(2) 0.90%(2) 1.44%(2) 1.25%(2) 6.16%(2)
Ratios and supplemental data:
Net assets, end of period (000
omitted) $19,489 $21,716 $32,235 $49,709 $72,045 $71,189
Ratio of expenses to average net
assets 1.67% 1.66% 1.67% 1.60% 1.60% 1.60%
Ratio of expenses to average net
assets prior to expense
limitations and expenses paid
indirectly 1.86% 1.84% 1.82% 1.83% 1.86% 1.90%
Ratio of net investment income to
average net assets 3.57% 2.61% 2.47% 2.00% 1.72% 3.14%
Ratio of net investment income to
average net assets prior to
expense limitations and
expenses paid indirectly 3.38% 2.43% 2.32% 1.77% 1.46% 2.84%
Portfolio turnover 251% 276% 259% 313% 483% 313%
41
Delaware Limited-Term Diversified Income Fund Class R
Year ended 12/31
Period
Six months 6/2/03(1)
ended through
6/30/07(5) 2006 2005 2004 12/31/03
(unaudited)
Net asset value, beginning of period $8.220 $8.270 $8.490 $8.630 $8.800
Income (loss) from investment
operations:
Net investment income 0.160 0.255 0.244 0.205 0.074
Net realized and unrealized gain
(loss) on investments (0.052) 0.029 (0.142) (0.048) (0.063)
------- -------- -------- -------- --------
Total from investment operations 0.108 0.284 0.102 0.157 0.011
------- -------- -------- -------- --------
Less dividends and distributions
from:
Net investment income (0.178) (0.334) (0.322) (0.297) (0.165)
Return of capital ---- ----- ----- ----- (0.016)
------- -------- -------- -------- --------
Total dividends and distributions (0.178) (0.334) (0.322) (0.297) (0.181)
------- -------- -------- -------- --------
Net asset value, end of period $8.150 $8.220 $8.270 $8.490 $8.630
======= ======== ======== ======== ========
Total return 1.32%(3) 3.53%(3) 1.34%(3) 1.73%(3) 0.14%(3)
Ratios and supplemental data:
Net assets, end of period (000
omitted) $2,028 $1,876 $1,860 $1,905 $1,499
Ratio of expenses to average net
assets 1.17% 1.16% 1.23% 1.20% 1.20%
Ratio of expenses to average net
assets prior to expense
limitations and expenses paid
indirectly 1.46% 1.44% 1.42% 1.43% 1.38%
Ratio of net investment income to
average net assets 4.07% 3.11% 2.91% 2.40% 1.86%
Ratio of net investment income to
average net assets prior to
expense limitations and expense
paid indirectly 3.78% 2.83% 2.72% 2.17% 1.68%
Portfolio turnover 251% 276% 259% 313% 483%(4)
42
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 calculated 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 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.
43
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 rating 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 investment advice and help
in buying or selling mutual funds, stocks, bonds, or other securities.
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 a 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.
44
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 a 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
a fund's portfolio of securities and distributing its shares. They are paid from
a 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.
FINRA
The Financial Industry Regulatory Authority is the largest non-governmental
regulator for all securities firms doing business in the United States.
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, and 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 objective
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 a 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 a 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.
Nationally recognized statistical rating 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).
45
Net asset value (NAV)
The total value of one mutual fund share, generally 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 stocks also often pay dividends at a fixed rate
and are 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 risk, and interest rate risk. Different investments involve different
types and degrees of risk.
Sales charge
Charge 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.
46
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.
47
Additional information
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 SAI, which we have filed electronically with the SEC and which is
legally a part of this Prospectus (it is incorporated by reference). If you want
a free copy of the SAI or the annual or semiannual report, or if you have any
questions about investing in the Fund, you can write to us at P.O. Box 219656,
Kansas City, MO 64121-9656 by regular mail or 430 W. 7th Street, Kansas City, MO
64105 by overnight courier service, or call toll-free 800 523-1918. Please do
not send any correspondence to 2005 Market Street, Philadelphia, PA 19103-7094.
The Fund's SAI and annual and semiannual reports to shareholders are also
available, free of charge, through the Fund's 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.
Contact information
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 Diversified Income 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
PR-022 [12/06] CGI
MF-07-03-157
PO 11749
Delaware
Investments(R)
A member of Lincoln Financial Group
Delaware Limited-Term Diversified Income Fund
Institutional Class
Prospectus
November 30, 2007
Fixed Income
The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this Prospectus, and any
representation to the contrary is a criminal offense.
Table of contents
Fund profile page 2
Delaware Limited-Term Diversified Income Fund 2
How we manage the Fund page 7
Our investment strategies 7
The securities we typically invest in 9
The risks of investing in the Fund 14
Disclosure of portfolio holdings information 18
Who manages the Fund page 19
Investment manager 19
Portfolio managers 19
Manager of managers structure 19
Who's who? 20
About your account page 22
Investing in the Fund 22
Payments to intermediaries 22
How to buy shares 23
Fair valuation 23
Document delivery 24
How to redeem shares 25
Account minimum 25
Exchanges 25
Frequent trading of Fund shares 26
Dividends, distributions, and taxes 27
Certain management considerations 29
Financial highlights page 30
Glossary page 32
Additional information Back cover
1
Profile: Delaware Limited-Term Diversified Income Fund
What is the Fund's investment objective?
Delaware Limited-Term Diversified Income Fund seeks maximum total return,
consistent with reasonable risk. Although the Fund will strive to achieve its
objective, there is no assurance that it will.
What are the Fund's main investment strategies?
Under normal circumstances, the Fund will invest at least 80% of its net assets
in investment-grade fixed income securities, including, but not limited to,
fixed income securities issued or guaranteed by the U.S. government, its
agencies or instrumentalities, and by U.S. corporations. Investment-grade fixed
income securities are securities rated at least BBB by Standard & Poor's (S&P)
or Fitch, Inc. (Fitch), Baa3 by Moody's Investors Service (Moody's), or
similarly rated by another nationally recognized statistical ratings
organization (NRSRO). The Fund will maintain an average effective duration from
one to three years. We will determine how much of the Fund's assets to allocate
among the different types of fixed income securities in which the Fund may
invest based on our evaluation of economic and market conditions and our
assessment of the returns and potential for appreciation that can be achieved
from various sectors of the fixed income market.
The corporate debt obligations in which the Fund may invest include bonds,
notes, debentures, and commercial paper of U.S. companies, and subject to the
limitations described below, non-U.S. companies. The Fund may also invest in a
variety of securities which are issued or guaranteed as to the payment of
principal and interest by the U.S. government, and by various agencies or
instrumentalities which have been established or are sponsored by the U.S.
government, and, subject to the limitations described below, securities issued
by foreign governments.
Additionally, the Fund may also invest in mortgage-back securities issued or
guaranteed by the U.S. government, its agencies or instrumentalities, government
sponsored corporations, and mortgage-backed securities issued by certain
private, non-government entities. The Fund may also invest in securities that
are backed by assets such as receivables on home equity and credit card loans,
automobile, mobile home, recreational vehicle and other loans, wholesale dealer
floor plans, and leases.
The Fund may invest up to 20% of its assets in below investment grade
securities. In general, the below investment grade securities that the Fund may
purchase in this sector will generally be rated BB or lower by S&P or Fitch, Ba
or lower by Moody's or similarly rated by another NRSRO.
The Fund may also invest up to 20% of its net assets in foreign securities,
including up to 10% of its net assets in securities of issuers located in
emerging markets. The Fund's total non-U.S. dollar currency exposure will be
limited, in the aggregate, to no more than 10% of net assets.
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. 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. The Fund will be affected primarily by changes in bond
prices and interest rates. The market value of fixed income securities generally
falls when interest rates rise.
Investments in high yield, high-risk or "junk" bonds entail certain risks,
including the risk of loss of principal, which may be greater than the risks
presented by investment-grade bonds and which should be considered by investors
contemplating an investment in the Fund. Among these risks are those that result
from the absence of a liquid secondary market and the dominance in the market of
institutional investors.
The Fund will also be affected by prepayment risk due to its holdings of
mortgage-backed securities. With prepayment risk, when homeowners prepay
mortgages during periods of low interest rates, the Fund may be forced to
re-deploy its assets in lower yielding securities.
The Fund's investments in securities issued by non-U.S. companies are generally
denominated in foreign currencies and involve certain risks not typically
associated with investing in bonds issued by U.S. companies, including political
instability, foreign economic conditions, and inadequate regulatory and
accounting standards. To the extent that the Fund invests in foreign fixed
income securities, the value of these securities may be adversely affected by
changes in U.S. or foreign interest rates, as well as changes in currency
exchange rates. In addition, investments in emerging markets are subject to
greater risks than investments in more developed countries, including risks of
political or economic instability, expropriation, adverse changes in tax laws,
and currency controls.
2
Moreover, there is substantially less publicly available information about
issuers in emerging markets than there is about issuers in developed markets,
and the information that is available tends to be of a lesser quality. Also,
emerging markets are typically less mature, less liquid, and subject to greater
price volatility than are developed markets. The Fund's investments in foreign
securities may also be subject to currency risk. Currency risk is the risk that
the value of an investment may be negatively affected by changes in foreign
currency exchange rates. Adverse changes in exchange rates may reduce or
eliminate any gains produced by investments that are denominated in foreign
currencies and may increase losses. If, and to the extent that, we invest in
forward foreign currency contracts or use other investments to hedge against
currency risks, the Fund will be subject to the special risks associated with
those activities.
For a more complete discussion of risk, please see "The risks of investing in
the Fund" on page 14.
Who should invest in the Fund
o Investors with intermediate or long-term financial goals
o Investors who would like an investment offering allocation across key types
of fixed income securities
o Investors seeking a fixed income investment focusing on total return
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
o Investors seeking current income
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.
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 Diversified Income 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 10 calendar years, as well as the average annual returns of
the Institutional Class shares for the one-, five-, and 10-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 certain of these periods. The returns would be lower
without the expense caps. Please see the footnotes on page 5 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)
------- ------- ------- ------- ------- ------- ------- ------- -------- -------
1997 1998 1999 2000 2001 2002 2003 2004 2005 2006
------- ------- ------- ------- ------- ------- ------- ------- -------- -------
5.39% 7.62% 1.22% 8.75% 8.34% 7.27% 2.27% 2.46% 1.91% 3.92%
------- ------- ------- ------- ------- ------- ------- ------- -------- -------
As of September 30, 2007, the Fund's Class A shares had a calendar year-to-date
return of 3.81%. 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.
On August 15, 2007, the Fund's Board of Trustees (Board) approved changes to the
Fund's investment objective and strategies. These changes, which became
effective on November 30, 2007, allow the Fund to invest in a broader range of
fixed income securities, including U.S. government securities and foreign
government securities and corporate and high yield securities of domestic and
foreign issuers. Accordingly, the Fund no longer invests at least 80% of its net
assets in U.S. government securities. The historical returns shown above and
below do not reflect these changes.
Average annual returns for periods ending 12/31/06
----------------------------------------- ------------- ----------- ------------
1 year 5 years 10 years
----------------------------------------- ------------- ----------- ------------
Return before taxes 3.92% 3.55% 4.88%
----------------------------------------- ------------- ----------- ------------
Return after taxes on distributions 2.27% 1.93% 2.75%
----------------------------------------- ------------- ----------- ------------
Return after taxes on distributions
and sale of Fund shares 2.52% 2.07% 2.84%
----------------------------------------- ------------- ----------- ------------
Lehman Brothers 1-3 Year Government/
Credit Index* 4.25% 3.27% 4.97%
----------------------------------------- ------------- ----------- ------------
Merrill Lynch 1-3 Year U.S. Treasury
Index 3.96% 2.82% 4.69%
(reflects no deduction for fees,
expenses, or taxes)
----------------------------------------- ------------- ----------- ------------
The Fund's returns above are compared to the performance of the Lehman Brothers
1-3 Year Government/Credit Index and the Merrill Lynch 1-3 Year U.S. Treasury
Index. The Lehman Brothers 1-3 Year Government/Credit Index is a market
value-weighted index of government fixed-rate debt issues and investment-grade
U.S. and foreign fixed-rate debt issues with dollar-weighted average maturities
between one and three years. The Merrill Lynch 1-3 Year U.S. Treasury Index is
an 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. You should remember that, unlike the Fund, the Indices are
unmanaged and do 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 periods presented 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.
* The Lehman Brothers 1-3 Year Government/Credit Index is replacing the Merrill
Lynch 1-3 Year Treasury Index as the Fund's benchmark. As a result of the
changes in the Fund's investment objective and strategies, as described above,
the investment manager (Manager) believes that the Lehman 1-3 Year
Government/Credit Index is a more accurate benchmark of the Fund's investments.
The Merrill Lynch 1-3 Year Treasury Index may be excluded from this comparison
in the future.
4
What are the Fund's fees and expenses?
--------------------------- --------------------------------- -----------------
You do not pay sales CLASS INSTITUTIONAL
charges directly from --------------------------------- -----------------
your investments when you Maximum sales charge (load) none
buy or sell shares of the imposed on purchases as a
Institutional Class. percentage of offering price
--------------------------------- -----------------
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 CLASS INSTITUTIONAL
expenses are deducted --------------------------------- -----------------
from the Fund's assets. Management fees(2) 0.50%
--------------------------------- -----------------
Distribution and service none
(12b-1) fees
--------------------------------- -----------------
Other expenses(3) 0.33%
--------------------------------- -----------------
Total annual fund operating 0.83%
expenses
--------------------------------- -----------------
Fee waivers and payments (0.14%)
--------------------------------- -----------------
Net expenses 0.69%
--------------------------- --------------------------------- -----------------
--------------------------- -------------------------------- -------------------
This example is intended CLASS INSTITUTIONAL
to help you compare the -------------------------------- -------------------
cost of investing in the 1 year $70
Fund to the cost of -------------------------------- -------------------
investing in other mutual 3 years $251
funds with similar -------------------------------- -------------------
investment objectives. We 5 years $447
show the cumulative amount -------------------------------- -------------------
of Fund expenses on a 10 years $1,012
hypothetical investment of
$10,000 with an annual 5%
return over the time
shown. The Fund's actual
rate of return may be
greater or less than the
hypothetical 5% return we
use here. 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) The Manager has contracted to waive all or a portion of its investment
advisory fees and/or reimburse expenses from May 1, 2007 through April 30,
2008 in order to prevent total annual fund operating expenses (excluding
any 12b-1 plan expenses, taxes, interest, inverse floater program expenses,
brokerage fees, certain insurance costs, and non-routine expenses or costs,
including, but not limited to, those relating to reorganizations,
litigation, certain Trustee retirement plan expenses, conducting
shareholder meetings, and liquidations (collectively, "non-routine
expenses")) from exceeding 0.69% of the
5
Fund's average daily net assets. For purposes of these waivers and
reimbursements, non-routine expenses may also include such additional costs
and expenses as may be agreed upon from time to time by the Fund's Board
and the Manager. These expense waivers and reimbursements apply only to
expenses paid directly by the Fund.
(3) "Other expenses" have been restated to reflect a reduction in non-routine
expenses incurred during the period.
6
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. Securities
in which the Fund may invest include, but are not limited to, the following:
o Securities issued or guaranteed by the U.S. government, such as U.S.
Treasuries;
o Securities issued by U.S. government agencies or instrumentalities, such as
securities of the Government National Mortgage Association (GNMA);
o Investment-grade and below investment-grade corporate bonds;
o Non-agency mortgage-backed securities, asset-backed securities, commercial
mortgage-backed securities, collateralized mortgage obligations, and real
estate mortgage investment conduits;
o Securities of foreign issuers in both developed and emerging markets,
denominated in foreign currencies and U.S. dollars;
o Loan participations; and
o Short-term investments.
Under normal circumstances, the Fund will invest at least 80% of its net assets
in investment-grade fixed income securities. The Fund may invest in debt
obligations issued or guaranteed by the U.S. government, its agencies or
instrumentalities, and by U.S. corporations. The corporate debt obligations in
which the Fund may invest include bonds, notes, debentures, and commercial paper
of U.S. companies. The U.S. government securities in which the Fund may invest
include a variety of securities which are issued or guaranteed as to the payment
of principal and interest by the U.S. government, and by various agencies or
instrumentalities which have been established or are sponsored by the U.S.
government.
The Fund may also invest in mortgage-back securities issued or guaranteed by the
U.S. government, its agencies or instrumentalities, or by government sponsored
corporations. Other mortgage-backed securities in which the Fund may invest are
issued by certain private, non-government entities. The Fund may also invest in
securities that are backed by assets such as receivables on home equity and
credit card loans, automobile, mobile home, recreational vehicle and other
loans, wholesale dealer floor plans, and leases.
The Fund maintains an average effective duration from one to three years.
The Fund may also invest up to 20% of its net assets in below-investment-grade
securities. The Fund may invest in domestic corporate debt obligations,
including notes, which may be convertible or non-convertible, commercial paper,
units consisting of bonds with stock or warrants to buy stock attached,
debentures and convertible debentures. The Fund will invest in both rated and
unrated bonds. Unrated bonds may be more speculative in nature than rated bonds.
The Fund may also invest up to 20% of its net assets in foreign securities,
including up to 10% of its net assets in securities of issuers located in
emerging markets. The Manager will limit non-U.S. dollar-denominated securities
to no more than 20% of net assets. The Fund's total non-U.S. dollar currency
exposure will be limited, in the aggregate, to no more than 10% of net assets.
These fixed income securities may include foreign government securities, debt
obligations of foreign companies, and securities issued by supranational
entities. A supranational entity is an entity established or financially
supported by the national governments of one or more countries to promote
reconstruction or development. Examples of supranational entities include, among
others, the International Bank for Reconstruction and Development (more commonly
known as the World Bank), the European Economic Community, the European
Investment Bank, the Inter-Development Bank, and the Asian Development Bank.
The Fund may invest in sponsored and unsponsored American Depositary Receipts,
European Depositary Receipts, or Global Depositary Receipts. The Fund may also
invest in zero coupon bonds and may purchase shares of other investment
companies.
The Fund will invest in both rated and unrated foreign securities.
The Fund may invest in securities issued in any currency and may hold foreign
currencies. Securities of issuers within a given country may be denominated in
the currency of another country or in multinational currency units,
7
such as the Euro. The Fund may, from time to time, purchase or sell foreign
currencies and/or engage in forward foreign currency transactions in order to
expedite settlement of Fund transactions and to minimize currency value
fluctuations.
The Fund's investment objective is non-fundamental. This means that the Board
may change the Fund's objective without obtaining shareholder approval. If the
objective were changed, we would notify shareholders at least 60 days before the
change in the objective 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 U.S.
include Treasury bills, notes, and Treasury securities, although they are
bonds of varying maturities. U.S. typically not our largest holding
Treasury securities are backed by the because they generally do not offer as
"full faith and credit" of the United high a level of current income as other
States. fixed income securities.
----------------------------------------- -----------------------------------------
Mortgage-backed securities: Fixed There is no limit on government-related
income securities that represent pools mortgage-backed securities.
of mortgages, with investors receiving
principal and interest payments as the We may invest in mortgage-backed
underlying mortgage loans are paid securities issued or guaranteed by the
back. Many are issued and guaranteed U.S. government, its agencies or
against default by the U.S. government instrumentalities or by
or its agencies or instrumentalities, government-sponsored corporations.
such as the Federal Home Loan Mortgage
Corporation, Fannie Mae, and GNMA. We may also invest in mortgage-backed
Others are issued by private financial securities that are secured by the
institutions, with some fully underlying collateral of the private
collateralized by certificates issued issuer. Such securities are not
or guaranteed by the government or its government securities and are not
agencies or instrumentalities. 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).
----------------------------------------- -----------------------------------------
Asset-backed securities: Bonds or notes We may invest in asset-backed securities
backed by accounts receivable including rated in one of the four highest rating
home equity, automobile, or credit categories by an NRSRO.
loans.
----------------------------------------- -----------------------------------------
Corporate bonds: Debt obligations We may invest in corporate bonds.
issued by a corporation.
----------------------------------------- -----------------------------------------
High yield corporate bonds: Debt Emphasis is typically on those rated BB
obligations issued by a corporation and or Ba by an NRSRO.
rated lower than investment grade by an
NRSRO such as S&P or Moody's. High We carefully evaluate an individual
yield bonds (also known as "junk company's financial situation, its
bonds") are issued by corporations that management, the prospects for its
have lower credit quality and may have industry, and the technical factors
difficulty repaying principal and related to its bond offering. We seek to
interest. identify those companies that we believe
will be able to repay their debt
obligations in spite of poor ratings. We
may invest in unrated bonds if we
believe their credit quality is
comparable to the rated bonds we are
permitted to invest in. Unrated bonds
may be more speculative in nature than
rated bonds. We may not invest more
than 20% of the Fund's net assets in
high yield securities.
----------------------------------------- -----------------------------------------
9
----------------------------------------- -----------------------------------------
Securities How we use them
----------------------------------------- -----------------------------------------
Collateralized mortgage obligations We may invest in CMOs and REMICs.
(CMOs) and real estate mortgage Certain CMOs and REMICs may have
investment conduits (REMICs): CMOs are variable or floating interest rates and
privately issued mortgage-backed bonds others may be stripped. Stripped
whose underlying value is the mortgages mortgage securities are generally
that are collected into different pools considered illiquid and to such extent,
according to their maturity. They are together with any other illiquid
issued by U.S. government agencies and investments, will not exceed 15% of the
private issuers. REMICs are privately Fund's net assets, which is the Fund's
issued mortgage-backed bonds whose limit on investments in illiquid
underlying value is a fixed pool of securities. In addition, subject to
mortgages secured by an interest in certain quality and collateral
real property. Like CMOs, REMICs offer limitations, we may invest up to 20% of
different pools according to the the Fund's total assets in CMOs and
underlying mortgages' maturity. REMICs issued by private entities that
are not collateralized by securities
issued or guaranteed by the U.S.
government, its agencies, or
instrumentalities, so called "non-agency
mortgage-backed securities."
----------------------------------------- -----------------------------------------
Short-term debt investments: These We may invest in these instruments
instruments include: (1) time deposits, either as a means to achieve the Fund's
certificates of deposit, and bankers investment objective or, more commonly,
acceptances issued by a U.S. commercial as temporary defensive investments or
bank; (2) commercial paper of the pending investment in the Fund's
highest quality rating; (3) short-term principal investment securities. When
debt obligations with the highest investing all or a significant portion
quality rating; (4) U.S. government of the Fund's assets in these
securities; and (5) repurchase instruments, the Fund may not be able to
agreements collateralized by the achieve its investment objective.
instruments described in (1) - (4)
above.
----------------------------------------- -----------------------------------------
Time deposits: Time deposits are We will not purchase time deposits
non-negotiable deposits maintained in a maturing in more than seven days and
banking institution for a specified time deposits maturing from two business
period of time at a stated interest days (as defined below) through seven
rate. calendar days will not exceed 15% of the
total assets of the Fund.
----------------------------------------- -----------------------------------------
Zero coupon bond and pay-in-kind (PIK) We may purchase fixed income securities,
bonds: Zero coupon bonds are debt including zero coupon bonds and PIK
obligations which do not entitle the bonds, consistent with the Fund's
holder to any periodic payments of investment objective.
interest prior to maturity or a
specified date when the securities
begin paying current interest, and
therefore are issued and traded at a
discount from their face amounts or par
value. PIK bonds pay interest through
the issuance to holders of additional
securities.
----------------------------------------- -----------------------------------------
Foreign securities: Debt issued by a We may invest up to 20% of the Fund's
non-U.S. company or a government other net assets in securities of foreign
than the United States or by an agency, companies or governments.
instrumentality, or political
subdivision of such government.
----------------------------------------- -----------------------------------------
Foreign currency transactions: A Although we value the Fund's assets
forward foreign currency exchange daily in terms of U.S. dollars, we do
contract involves an obligation to not intend to convert its holdings of
purchase or sell a specific currency on foreign currencies into U.S. dollars on
a fixed future date at a price that is a daily basis. We may, however, from
set at the time of the contract. The time to time, purchase or sell foreign
future date may be any number of days currencies and/or engage in forward
from the date of the contract as agreed foreign currency transactions in order
by the parties involved. to expedite settlement of Fund
transactions and to minimize currency
value fluctuations.
----------------------------------------- -----------------------------------------
10
----------------------------------------- -----------------------------------------
Securities How we use them
----------------------------------------- -----------------------------------------
American Depositary Receipts (ADRs), We may invest in sponsored and
European Depositary Receipts (EDRs) and unsponsored ADRs. ADRs in which the
Global Depositary Receipts (GDRs): Fund may invest will be those that are
ADRs are receipts issued by a actively traded in the United States.
depositary (usually a U.S. bank) and
EDRs and GDRs are receipts issued by a In conjunction with the Fund's
depositary outside of the U.S. (usually investments in foreign securities, we
a non-U.S. bank or trust company or a may also invest in sponsored and
foreign branch of a U.S. bank). unsponsored EDRs and GDRs.
Depositary receipts represent an
ownership interest in an underlying
security that is held by the
depositary. Generally, the underlying
security represented by an ADR is
issued by a foreign issuer and the
underlying security represented by an
EDR or GDR may be issued by a foreign
or U.S. issuer. Sponsored depositary
receipts are issued jointly by the
issuer of the underlying security and
the depositary, and unsponsored
depositary receipts are issued by the
depositary without the participation of
the issuer of the underlying security.
Generally, the holder of the depositary
receipt is entitled to all payments of
interest, dividends, or capital gains
that are made on the underlying
security.
----------------------------------------- -----------------------------------------
Loan participations: An interest in a We may invest without restriction in
loan or other direct indebtedness, such loan participations that meet our credit
as an assignment, that entitles the standards. We perform our own
acquiror of such interest to payments independent credit analysis on each
of interest, and/or other amounts due borrower and on the collateral securing
under the structure of the loan or each loan. We consider the nature of the
other direct indebtedness. In addition industry in which the borrower operates,
to being structured as secured or the nature of the borrower's assets, and
unsecured loans, such investments could the general quality and creditworthiness
be structured as novations or of the borrower. We may invest in loan
assignments or represent trade or other participations in order to enhance total
claims owed by a company to a supplier. return, to affect diversification, or to
earn additional income. We will not use
loan participations for reasons
inconsistent with the Fund's investment
objective.
----------------------------------------- -----------------------------------------
Repurchase agreements: An agreement Typically, we use repurchase agreements
between a buyer of securities, such as as a short-term investment for the
a fund, and a seller of securities, in Fund's cash position. In order to enter
which the seller agrees to buy the into these repurchase agreements, the
securities back within a specified time Fund must have collateral of at least
at the same price the buyer paid for 102% of the repurchase price. We will
them, plus an amount equal to an agreed only enter into repurchase agreements in
upon interest rate. Repurchase which the collateral is comprised of
agreements are often viewed as U.S. government securities.
equivalent to cash.
----------------------------------------- -----------------------------------------
Options and futures: Options represent At times when we anticipate adverse
a right to buy or sell a security or a conditions, we may want to protect gains
group of securities at an agreed upon on securities without actually selling
price at a future date. The purchaser them. We might use options or futures to
of an option may or may not choose to neutralize the effect of any price
go through with the transaction. The declines, without selling a bond or
seller of an option, however, must go bonds, or as a hedge against changes in
through with the transaction if its interest rates. We may also sell an
purchaser exercises the option. option contract (often referred to as
"writing" an option) to earn additional
Futures contracts are agreements for income for the Fund.
the purchase or sale of a security or a
group of securities at a specified Use of these strategies can increase the
price, on a specified date. Unlike operating costs of the Fund and can lead
purchasing an option, a futures to loss of principal.
contract must be executed unless it is
sold before the settlement date. The Fund has claimed an exclusion from
the definition of the term "commodity
Certain options and futures may be pool operator" under the Commodity
considered to be derivative securities. Exchange Act (CEA) and, therefore, is
not subject to registration or
regulation as a commodity pool operator
under the CEA.
----------------------------------------- -----------------------------------------
11
----------------------------------------- -----------------------------------------
Securities How we use them
----------------------------------------- -----------------------------------------
Restricted securities: Privately placed We may invest in privately placed
securities whose resale is restricted securities, including those that are
under U.S. securities laws. eligible for resale only among certain
institutional buyers without
registration, which are commonly known
as "Rule 144A Securities." Restricted
securities that are determined to be
illiquid may not exceed the Fund's 15%
limit on illiquid securities.
----------------------------------------- -----------------------------------------
Illiquid securities: Securities that do We may invest up to 15% of the Fund's
not have a ready market and cannot be net assets in illiquid securities.
easily sold within seven days at
approximately the price at which a fund
has valued them. Illiquid securities
include repurchase agreements maturing
in more than seven days.
----------------------------------------- -----------------------------------------
Interest rate swap, index swap, and We may use interest rate swaps to adjust
credit default swap agreements: In an the Fund's sensitivity to interest rates
interest rate swap, a fund receives or to hedge against changes in interest
payments from another party based on a rates. Index swaps may be used to gain
variable or floating interest rate, in exposure to markets that the Fund
return for making payments based on a invests in, such as the corporate bond
fixed interest rate. An interest rate market. We may also use index swaps as
swap can also work in reverse with a a substitute for futures or options
fund receiving payments based on a contracts if such contracts are not
fixed interest rate and making payments directly available to the Fund on
based on a variable or floating favorable terms. We may enter into
interest rate. credit default swaps in order to hedge
against a credit event, to enhance total
In an index swap, a fund receives gains return, or to gain exposure to certain
or incurs losses based on the total securities or markets.
return of a specified index, in
exchange for making interest payments Use of these strategies can increase the
to another party. An index swap can operating costs of the Fund and lead to
also work in reverse with a fund loss of principal.
receiving interest payments from
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.
----------------------------------------- ------------------------------------------
We may also invest in other securities, including certificates of deposit and
obligations of both U.S. and foreign banks, 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
We may borrow money from banks as a temporary measure for extraordinary or
emergency purposes or to facilitate redemptions. We 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 objective.
Lending securities
We may lend up to 25% of the Fund's assets to qualified broker/dealers or
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 the changes in the value of the loaned
securities. These transactions may generate additional income for the Fund.
12
Purchasing securities on a when-issued or delayed-delivery basis
We 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. We
will designate cash or securities in amounts sufficient to cover the Fund's
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.
13
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
principal 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 We will not invest in swaps with
securities will decrease in value if maturities of more than 10 years.
interest rates rise. The risk is Each business day (as defined below),
greater for bonds with longer we will calculate the amount the Fund
maturities than for those with shorter must pay for swaps it holds and will
maturities. segregate enough cash or other liquid
securities to cover that amount.
Swaps may be particularly sensitive to
interest rate changes. Depending on
the actual movements of interest rates
and how well the portfolio manager
anticipates them, a fund could
experience a higher or lower return
than anticipated.
----------------------------------------- --------------------------------------
Market risk is the risk that all or a We maintain a long-term investment
majority of the securities in a certain approach and focus on securities that
market -- like the stock or bond market we believe can continue to provide
-- will decline in value because of returns over an extended time frame
economic conditions, future regardless of interim market
expectations, or investor confidence. fluctuations. Generally, we do not
try to predict overall market
Index swaps are subject to the same movements.
market risks as the investment market
or sector that the index represents. In evaluating the use of an index swap
Depending on the actual movements of for the Fund, we carefully consider
the index and how well the portfolio how market changes could affect the
manager forecasts those movements, a swap and how that compares to our
fund could experience a higher or lower investing directly in the market the
return than anticipated. swap is intended to represent. When
selecting dealers with whom we would
make interest rate or index swap
agreements for the Fund, we focus on
those dealers with high-quality
ratings and do careful credit analysis
before engaging in the transaction.
----------------------------------------- --------------------------------------
Industry and security risk: Industry We limit the amount of the Fund's
risk is the risk that the value of assets invested in any one industry
securities in a particular industry and in any individual security or
will decline because of changing issuer. We also follow a rigorous
expectations for the performance of selection process when choosing
that industry. securities for the portfolio.
Security risk is the risk that the
value of an individual stock or bond
will decline because of changing
expectations for the performance of the
individual company issuing the stock or
bond.
----------------------------------------- --------------------------------------
14
----------------------------------------- --------------------------------------
Risks How we strive to manage them
----------------------------------------- --------------------------------------
Credit risk is the possibility that a Our careful, credit-oriented bond
bond's issuer (or an entity that selection and our commitment to hold a
insures the bond) will be unable to diversified selection of high yield
make timely payments of interest and bonds are designed to manage this risk
principal.
It is likely that protracted periods
Investing in so-called "junk" or "high of economic uncertainty would cause
yield" bonds entails the risk of increased volatility in the market
principal loss, which may be greater prices of high yield bonds, an
than the risk involved in increase in the number of high yield
investment-grade bonds. High yield bond defaults, and corresponding
bonds are sometimes issued by companies volatility in the Fund's NAV.
whose earnings at the time the bond is
issued are less than the projected debt Our holdings of high-quality,
payments on the bonds. investment-grade bonds are less
subject to credit risk and may help to
A protracted economic downturn may balance any credit problems
severely disrupt the market for high experienced by individual high yield
yield bonds, adversely affect the value bond issuers.
of outstanding bonds, and adversely
affect the ability of high yield When selecting dealers with whom we
issuers to repay principal and would make interest rate or index swap
interest. agreements, 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 during likelihood of prepayment when we
periods of low interest rates, forcing select mortgages. We may look for
a fund to reinvest its money at mortgage securities that have
interest rates that might be lower than characteristics that make them less
those on the prepaid mortgage. likely to be prepaid, such as low
Prepayment risk may also affect other outstanding loan balances or
types of debt securities, but generally below-market interest rates.
to a lesser extent than mortgage
securities.
----------------------------------------- --------------------------------------
Liquidity risk is the possibility that We limit exposure to illiquid
securities cannot be readily sold securities to no more than 15% of the
within seven days at approximately the Fund's net assets.
price at which a fund has valued them.
----------------------------------------- --------------------------------------
Derivatives risk is the possibility We will use derivatives for defensive
that a fund may experience a purposes, such as to protect gains or
significant loss if it employs a hedge against potential losses in the
derivatives strategy (including a portfolio without actually selling a
strategy involving swaps such as security, to neutralize the impact of
interest rate swaps, index swaps, and interest rate changes, to affect
credit default swaps) related to a diversification, or to earn additional
security or a securities index and that income.
security or index moves in the opposite
direction from what the 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.
----------------------------------------- --------------------------------------
Currency risk is the risk that the The Fund, which has exposure to global
value of an investment may be and international investments, may be
negatively affected by changes in affected by changes in currency rates
foreign currency exchange rates. and exchange control regulations and
Adverse changes in exchange rates may may incur costs in connection with
reduce or eliminate any gains produced conversions between currencies. To
by investments that are denominated in hedge this currency risk associated
foreign currencies and may increase with investments in non-U.S.
losses. dollar-denominated securities, we may
invest in forward foreign currency
contracts. These activities pose
special risks which do not typically
arise in connection with investments
in U.S. securities. In addition, we
may engage in foreign currency options
and futures transactions.
----------------------------------------- --------------------------------------
15
----------------------------------------- --------------------------------------
Foreign risk is the risk that foreign We attempt to reduce the risks
securities may be adversely affected by presented by such investments by
political instability, changes in conducting world-wide fundamental
currency exchange rates, foreign research, including country visits. In
economic conditions, or inadequate addition, we monitor current economic
regulatory and accounting standards. and market conditions and trends, the
political and regulatory environment,
and the value of currencies in
different countries in an effort to
identify the most attractive countries
and securities. Additionally, when
currencies appear significantly
overvalued compared to average real
exchange rates, we may hedge exposure
to those currencies for defensive
purposes.
----------------------------------------- --------------------------------------
Emerging markets risk is the We may invest a portion of the Fund's
possibility that the risks associated assets in securities of issuers
with international investing will be located in emerging markets. We cannot
greater in emerging markets than in eliminate these risks but will attempt
more developed foreign markets because, to reduce these risks through
among other things, emerging markets portfolio diversification, credit
may have less stable political and analysis, and attention to trends in
economic environments. In addition, in the economy, industries and financial
many emerging markets there is markets, and other relevant factors.
substantially less publicly available We will limit investments in emerging
information about issuers and the markets, in the aggregate, to no more
information that is available tends to than 10% of the Fund's net assets.
be of a lesser quality. Economic
markets and structures tend to be less
mature and diverse and the securities
markets, which are subject to less
government regulation or supervision,
may also be smaller, less liquid, and
subject to greater price volatility.
----------------------------------------- --------------------------------------
Foreign government securities risk We attempt to reduce the risks
involves the ability of a foreign associated with investing in foreign
government or government-related issuer governments by limiting the portion of
to make timely principal and interest the Fund's assets that may be invested
payments on its external debt in such securities. We will not
obligations. This ability to make invest more than 20% of the Fund's net
payments will be strongly influenced by assets in foreign securities.
the issuer's balance of payments,
including export performance, its
access to international credits and
investments, fluctuations in interest
rates, and the extent of its foreign
reserves.
----------------------------------------- --------------------------------------
Legislative and regulatory risk: The We monitor the status of regulatory
United States Congress has, from time and legislative proposals to evaluate
to time, taken or considered any possible effects they might have
legislative actions that could on the Fund's portfolio.
adversely affect the high yield bond
market. For example, Congressional
legislation has, with some exceptions,
generally prohibited federally insured
savings and loan institutions from
investing in high yield securities.
Regulatory actions have also affected
the high yield market. Similar actions
in the future could reduce liquidity
for high yield securities, reduce the
number of new high yield securities
being issued and could make it more
difficult for the Fund to attain its
investment objective.
----------------------------------------- --------------------------------------
16
----------------------------------------- --------------------------------------
Risks How we strive to manage them
----------------------------------------- --------------------------------------
Zero coupon and PIK bonds: Zero coupon We may invest in zero coupon and PIK
and PIK bonds are generally considered bonds to the extent consistent with
to be more interest sensitive than the Fund's investment objective. We
income-bearing bonds, to be more cannot eliminate the risks of zero
speculative than interest-bearing coupon bonds, but we do try to address
bonds, and to have certain tax them by monitoring economic
consequences which could, under certain conditions, especially interest rate
circumstances be adverse to the Fund. trends and their potential impact on
For example, the Fund accrues, and is the Fund.
required to distribute to shareholders,
income on its zero coupon bonds.
However, the Fund may not receive the
cash associated with this income until
the bonds are sold or mature. If the
Fund does not have sufficient cash to
make the required distribution of
accrued income, the Fund could be
required to sell other securities in
its portfolio or to borrow to generate
the cash required.
----------------------------------------- --------------------------------------
Loans and other direct indebtedness These risks may not be completely
risk involves the risk that a fund will eliminated, but we will attempt to
not receive payment of principal, reduce them through portfolio
interest, and other amounts due in diversification, credit analysis, and
connection with these investments and attention to trends in the economy,
will depend primarily on the financial industries, and financial markets.
condition of the borrower. Loans that Should we determine that any of these
are fully secured offer a fund more securities may be illiquid, these
protection than an unsecured loan in would be subject to the Fund's
the event of non-payment of scheduled restriction on illiquid securities.
interest or principal, although there
is no assurance that the liquidation of
collateral from a secured loan would
satisfy the corporate borrower's
obligation, or that the collateral can
be liquidated. Some loans or claims may
be in default at the time of purchase.
Certain of the loans and the other
direct indebtedness acquired by a fund
may involve revolving credit facilities
or other standby financing commitments
which obligate a fund to pay additional
cash on a certain date or on demand.
These commitments may require a fund to
increase its investment in a company at
a time when that fund might not
otherwise decide to do so (including at
a time when the company's financial
condition makes it unlikely that such
amounts will be repaid). To the extent
that a fund is committed to advance
additional funds, it will at all times
hold and maintain in a segregated
account cash or other high-grade debt
obligations in an amount sufficient to
meet such commitments.
As a fund may be required to rely upon
another lending institution to collect
and pass onto a fund amounts payable
with respect to the loan and to enforce
a fund's rights under the loan and
other direct indebtedness, an
insolvency, bankruptcy, or
reorganization of the lending
institution may delay or prevent a fund
from receiving such amounts. The highly
leveraged nature of many such loans and
other direct indebtedness may make such
loans and other direct indebtedness
especially vulnerable to adverse
changes in economic or market
conditions. Investments in such loans
and other direct indebtedness may
involve additional risk to a fund.
----------------------------------------- --------------------------------------
17
----------------------------------------- --------------------------------------
Risks How we strive to manage them
----------------------------------------- --------------------------------------
Valuation risk: A less liquid We will strive to manage this risk by
secondary market, as described above, carefully evaluating individual bonds
makes it more difficult for a fund to and by limiting the amount of the
obtain precise valuations of the high Fund's assets that can be allocated to
yield securities in its portfolio. privately placed high yield securities
During periods of reduced liquidity,
judgment plays a greater role in
valuing high yield securities.
----------------------------------------- --------------------------------------
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.
18
Who manages the Fund
Investment manager
The Fund is managed by Delaware Management Company (Manager), a series of
Delaware Management Business Trust, which is a 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, net of waivers, of
0.32% of average daily net assets during the last fiscal year.
A discussion of the basis for the Board's approval of the Fund's investment
advisory contract is available in the Fund's semiannual report to shareholders
for the period ended June 30, 2007.
Portfolio managers
Paul Grillo and Roger A. Early have day-to-day responsibilities for making
investment decisions for the Fund.
Paul Grillo, CFA, Senior Vice President, Senior Portfolio Manager
Mr. Grillo is a member of the firm's taxable fixed income portfolio management
team with primary responsibility for portfolio construction and strategic asset
allocation. He joined Delaware Investments in 1992, and also serves as a
mortgage-backed and asset-backed securities analyst. Previously, Mr. Grillo
served as a mortgage strategist and trader at Dreyfus Corporation. He also
worked as a mortgage strategist and portfolio manager at Chemical Investment
Group and as a financial analyst at Chemical Bank. Mr. Grillo holds a bachelor's
degree in business management from North Carolina State University and an MBA
with a concentration in finance from Pace University.
Roger A. Early, CPA, CFA, CFP, Senior Vice President, Senior Portfolio Manager
Mr. Early is a member of the firm's taxable fixed income portfolio management
team with primary responsibility for portfolio construction and strategic asset
allocation. Mr. Early re-joined Delaware Investments in March 2007. During his
previous tenure at the firm, from 1994 to 2001, he was a senior portfolio
manager in the same area, and he left Delaware Investments as head of its U.S.
investment grade fixed income group. Mr. Early most recently worked at Chartwell
Investment Partners, where he served as a senior portfolio manager in fixed
income from 2003 to 2007. He also worked at Turner Investments from 2002 to
2003, where he served as chief investment officer for fixed income, and
Rittenhouse Financial from 2001 to 2002. He joined Delaware Investments in 1994
after 10 years at Federated Investors. Mr. Early earned his bachelor's degree in
economics from The Wharton School of the University of Pennsylvania and an MBA
with concentrations in finance and accounting from the University of Pittsburgh.
He is a member of The CFA Society of Philadelphia.
The Fund's SAI provides additional information about the portfolio managers'
compensation, other accounts managed by the portfolio managers, and the
portfolio managers' ownership of Fund shares.
Manager of managers structure
The Fund and the Manager have received an exemptive order from the U.S.
Securities and Exchange Commission (SEC) to operate under a manager of managers
structure that permits the Manager, with the approval of the Board, to appoint
and replace sub-advisors, enter into sub-advisory agreements, and materially
amend and terminate sub-advisory agreements on behalf of the Fund without
shareholder approval (Manager of Managers Structure). Under the Manager of
Managers Structure, the Manager has ultimate responsibility, subject to
oversight by the Fund's Board, for overseeing the Fund's sub-advisors and
recommending to the Board their hiring, termination, or replacement. The SEC
order does not apply to any sub-advisor that is affiliated with the Fund or the
Manager. 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.
The Manager of Managers Structure enables the Fund to operate with greater
efficiency and without incurring the expense and delays associated with
obtaining shareholder approvals for matters relating to sub-advisors or
sub-advisory agreements. The Manager of Managers Structure does not permit an
increase in the overall management and advisory fees payable by the Fund without
shareholder approval. Shareholders will be notified of any changes made to
sub-advisors or sub-advisory agreements within 90 days of the change.
19
Who's who?
This diagram shows the various organizations involved in managing,
administering, and servicing the Delaware Investments(R) Funds.
[GRAPHIC OMITTED: DIAGRAM SHOWING THE VARIOUS ORGANIZATIONS INVOLVED IN
MANAGING, ADMINISTERING, AND SERVICING THE DELAWARE INVESTMENTS(R) FUNDS]
Board of Trustees
Investment manager Custodian
Delaware Management Company Mellon Bank, N.A.
2005 Market Street One Mellon Center
Philadelphia, PA 19103-7094 The Fund Pittsburg, PA 15285
Distributor Service agent
Delaware Distributors, L.P. Delaware Service Company, Inc.
2005 Market Street 2005 Market Street
Philadelphia, PA 19103-7094 Philadelphia, PA 19103-7094
Financial intermediary wholesaler
Lincoln Financial Distributors, Inc.
2001 Market Street
Philadelphia, PA 19103-7055
Portfolio managers
(see page 19 for details)
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 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 investment manager performs. Most management
contracts provide for the investment manager to receive an annual fee based on a
percentage of the fund's average daily net assets. The investment 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 that
segregates fund securities from other bank assets.
Distributor Most mutual funds continuously offer new shares to the public
through distributors that are regulated as broker/dealers and are subject to the
Financial Industry Regulatory Authority (FINRA) rules governing mutual fund
sales practices.
Financial intermediary wholesaler Pursuant to a contractual arrangement with the
distributor, the financial intermediary wholesaler is primarily responsible for
promoting the sale of fund shares through broker/dealers, financial advisors,
and other financial intermediaries.
20
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.
21
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 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 Delaware
Distributors, L.P. (Distributor);
o institutional advisory accounts (including mutual funds) managed by the
Manager or its affiliates and clients of Delaware Investment Advisers, an
affiliate of the Manager, as well as the clients' affiliates and their
corporate sponsors, subsidiaries, related employee benefit plans, and
rollover IRAs of, or from, such institutional advisory accounts;
o a bank, trust company, or similar financial institution investing for its
own account or for the account of its trust customers for whom the
financial institution is exercising investment discretion in purchasing
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 managers investing on behalf of clients that consist
solely of institutions and high net worth individuals having at least
$1,000,000 entrusted to the investment manager for investment purposes. Use
of the Institutional Class shares is restricted to investment managers 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
(Code) for which the Fund's Manager, Distributor, or service agent or one
or more of their affiliates provide recordkeeping, administrative,
investment management, marketing, distribution, or similar services; or
o programs sponsored by financial intermediaries where such programs require
the purchase of Institutional Class shares.
Payments to intermediaries
The Distributor, Lincoln Financial Distributors, Inc., and their affiliates may
pay additional compensation (at their own expense and not as an expense of the
Fund) to certain affiliated or unaffiliated brokers, dealers, or other financial
intermediaries (Financial Intermediaries) in connection with the sale or
retention of Fund shares and/or shareholder servicing, including providing the
Fund with "shelf space" or a higher profile with the Financial Intermediary's
consultants, sales persons, and customers (distribution assistance). The level
of payments made to a qualifying Financial Intermediary in any given year will
vary. To the extent permitted by SEC and FINRA rules and other applicable laws
and regulations, the Distributor may pay, or allow its affiliates to pay, other
promotional incentives or payments to Financial Intermediaries.
If a mutual fund sponsor or distributor makes greater payments for distribution
assistance to your Financial Intermediary with respect to distribution of shares
of that particular mutual fund than sponsors or distributors of other mutual
funds make to your Financial Intermediary with respect to the distribution of
the shares of their mutual funds, your Financial Intermediary and its
salespersons may have a financial incentive to favor sales of shares of the
mutual fund making the higher payments over shares of other mutual funds or over
other investment options. In addition, depending on the arrangements in place at
any particular time, a Financial Intermediary may also have a financial
incentive for recommending a particular share class over other share classes.
You should consult with your Financial Intermediary and review carefully any
disclosure provided by such Financial Intermediary as to compensation it
receives in connection with investment products it recommends or sells to you.
In certain instances, the payments could be significant and may cause a conflict
of interest for your Financial Intermediary. Any such payments will not change
the net asset value (NAV) or the price of the Fund's shares.
For more information, please see the Fund's SAI.
22
How to buy shares
[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, P.O. Box
219656, Kansas City, MO 64121-9656. 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.
Please note that all purchases by mail into your account or into a new account
will not be accepted until such purchase orders are received by Delaware
Investments at P.O. Box 219656, Kansas City, MO 64121-9656 for investments by
regular mail or 430 W. 7th Street, Kansas City, MO 64105 for investments by
overnight courier service. Please do not send purchase orders to 2005 Market
Street, Philadelphia, PA 19103-7094.
[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 800 362-7500 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 800 362-7500.
[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 an authorized agent or we 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 a
fund's 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. Because the
Fund invests in foreign securities that may trade on days when the Fund is not
open for business, the value of such securities may change on days when the
shareholder will not be able to purchase or redeem Fund shares. 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. We price 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 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
23
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
traded primarily 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 send one copy of the Fund's prospectus and
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 to receive individual materials. If you wish
to receive individual materials, please call your Client Services Representative
at 800 362-7500. We will begin sending you individual copies of these documents
30 days after receiving your request.
24
How to redeem shares
[GRAPHIC OMITTED: SYMBOL OF AN ENVELOPE]
By mail
You may redeem your shares (sell them back to the Fund) by mail by writing to:
Delaware Investments, P.O. Box 219656, Kansas City, MO 64121-9656. All owners of
the account must sign the request. 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.
Please note that all redemption requests from your account by mail will not be
accepted until such redemption orders are received by Delaware Investments at
P.O. Box 219656, Kansas City, MO 64121-9656 for redemptions by regular mail or
430 W. 7th Street, Kansas City, MO 64105 for redemptions by overnight courier
service. Please do not send redemption requests to 2005 Market Street,
Philadelphia, PA 19103-7094.
[GRAPHIC OMITTED: SYMBOL OF A TELEPHONE]
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. 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 JAGGED LINE]
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
(selling them back to the Fund). 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
an authorized agent or we receive the request before the close of regular
trading on the NYSE (normally 4:00 p.m. Eastern Time), you will receive the NAV
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 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 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.
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 of 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 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. You may not exchange your shares for Class A, Class
B, Class C, or Class R
25
shares of another Delaware Investments(R) Fund. 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 objective and policies
or would otherwise potentially be adversely affected.
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 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 and may be selectively
applied, we seek 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. If the Fund elects not to take any action in response to frequent
trading, such frequent trading activity could continue.
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 a fund
calculates its NAV (normally 4:00 p.m. Eastern Time). Developments that occur
between the closing of the foreign market and a 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
26
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
a 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 have financial intermediaries apply the Fund's monitoring
procedures to these omnibus accounts and to the individual participants in such
accounts. However, to the extent that a financial intermediary is not able or
willing to monitor or enforce the Fund's frequent trading policy with respect to
an omnibus account, the Fund or its agents may require the financial
intermediary to impose its frequent trading policy, rather than the Fund's
policy, to shareholders investing in the Fund through the financial
intermediary.
A financial intermediary may impose different requirements or have additional
restrictions on the frequency of trading than the Fund. Such restrictions may
include without limitation, requiring the trades to be placed by U.S. mail,
prohibiting purchases for a designated period of time (typically 30 to 90 days)
by investors who have recently purchased or redeemed Fund shares and similar
restrictions. The Fund's ability to impose such restrictions with respect to
accounts traded through particular financial intermediaries may vary depending
on systems capabilities, applicable contractual and legal restrictions, and
cooperation of those financial intermediaries.
You should consult your financial intermediary regarding the application of such
restrictions and to determine whether your financial intermediary imposes any
additional or different limitations. 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 qualified as a regulated investment
company under the 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 realized capital gains, if any, twice each year. The amount of
any distribution will vary, and there is no guarantee the Fund will pay either
an income dividend or a capital gains distribution. We automatically reinvest
all dividends and any capital gains, unless you direct us to do otherwise.
27
Annual Statements. Every January, you will receive a statement that shows the
tax status of distributions you received the previous calendar year.
Distributions declared in December to shareholders of record in such month, but
paid in January, are taxable as if they were paid in December. The Fund 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. Use the information on your corrected Form 1099-DIV,
not the information on your statement, for tax returns.
Avoid "Buying A Dividend." If you are a taxable investor and 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. Because the income of the Fund primarily is derived from
investments earning interest rather than dividend income, generally none or only
a small portion of the income dividends paid to you by the Fund may be qualified
dividend income eligible for taxation by individuals at long-term capital gain
rates if 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 at a 30% or lower treaty tax rate and U.S. estate
tax, and are subject to special U.S. tax certification requirements.
Receipt of excess inclusion income by the Fund. Income received by the Fund from
certain equity interests in mortgage pooling vehicles is treated as "excess
inclusion income." The Fund may derive such income from investment in REMIC
residual interests or, indirectly, through an investment in REITs that hold such
interests or otherwise qualify as taxable mortgage pools. In general, this
income is required to be reported to Fund shareholders that are not disqualified
organizations (as defined below) in proportion to dividends paid with the same
consequences as if the shareholders directly received the excess inclusion
income. Excess inclusion income: (i) may not be offset with net operating
losses; (ii) represents unrelated business taxable income (UBTI) in the hands of
a tax-exempt shareholder that is not a disqualified organization; and (iii) is
subject to withholding tax, without regard to otherwise applicable exemptions or
rate reductions, to the extent such income is allocable to a shareholder who is
not a U.S. person. The Fund must pay the tax on its excess inclusion income that
is allocable to "disqualified organizations," which are generally certain
cooperatives, governmental entities, and tax-exempt organizations that are not
subject to tax on UBTI. To the extent that the Fund shares owned by a
disqualified organization are held in record name by a broker/dealer or other
nominee, the Fund must inform the broker/dealer or other nominee of the excess
inclusion income allocable to them and the broker/dealer or other nominee must
pay the tax on the portion of the Fund's excess inclusion income allocable to
them on behalf of the disqualified organizations.
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.
28
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 from similar investment vehicles,
such as 529 Plans. A "529 Plan" is a college savings program that operates under
Section 529 of the 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.
29
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. The information for each of the fiscal years ended
December 31 presented below 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 800 362-7500.
Delaware Limited-Term Diversified Income Fund Institutional Class
Year ended 12/31
Six months
ended
6/30/07(2) 2006 2005 2004 2003 2002
(unaudited)
Net asset value, beginning of period $8.21 $8.270 $8.480 $8.620 $8.770 $8.600
Income (loss) from investment
operations:
Net investment income 0.181 0.297 0.291 0.256 0.234 0.364
Net realized and unrealized gain
(loss) on investments (0.052) 0.019 (0.132) (0.047) (0.038) 0.255
------- ------- ------- ------- ------- -------
Total from investment operations 0.129 0.316 0.159 0.209 0.196 0.619
------- ------- ------- ------- ------- -------
Less dividends and distributions
from:
Net investment income (0.199) (0.376) (0.369) (0.349) (0.328) (0.449)
Return of capital ---- ---- ---- ---- (0.018) ----
------- ------- ------- ------- ------- -------
Total dividends and distributions (0.199) (0.376) (0.369) (0.349) (0.346) (0.449)
------- ------- ------- ------- ------- -------
Net asset value, end of period $8.14 $8.210 $8.270 $8.480 $8.620 $8.770
======= ======= ======= ======= ======= =======
Total return(1) 1.57% 3.92% 1.91% 2.46% 2.27% 7.27%
Ratios and supplemental data:
Net assets, end of period (000
omitted) $9,079 $21,873 $26,070 $21,732 $16,667 $13,289
Ratio of expenses to average net
assets 0.67% 0.66% 0.67% 0.60% 0.60% 0.60%
Ratio of expenses to average net
assets prior to expense
limitation and expenses paid
indirectly 0.86% 0.84% 0.82% 0.83% 0.86% 0.90%
Ratio of net investment income
to average net assets 4.57% 3.61% 3.47% 3.00% 2.72% 4.14%
Ratio of net investment income
to average net assets prior to
expense limitation and expenses
paid indirectly 4.38% 3.43% 3.32% 2.77% 2.46% 3.84%
Portfolio turnover 251% 276% 259% 313% 483% 313%
(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.
(2) Ratios and portfolio turnover have been annualized and total return has not
been annualized.
30
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 calculated 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.
31
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 rating 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.
32
Dividend distribution
Payments to mutual fund shareholders of dividends passed along from a 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
a fund's portfolio of securities and distributing its shares. They are paid from
a 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.
FINRA
The Financial Industry Regulatory Authority is the largest non-governmental
regulator for all securities firms doing business in the United States.
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, and 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 objective
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 a 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 a 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.
Nationally recognized statistical rating 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 asset value (NAV)
33
The total value of one mutual fund share, generally 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 stocks also often pay dividends at a fixed rate
and are 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 risk, 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.
34
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.
35
Additional Information
Additional information about the Fund's investments is available in the Fund's
annual and semiannual reports to shareholders. In the Fund's annual 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 SAI, which we have filed electronically with the SEC and which is
legally a part of this Prospectus (it is incorporated by reference). If you want
a free copy of the SAI or the annual or semiannual report, or if you have any
questions about investing in the Fund, you can write to us at P.O. Box 219656,
Kansas City, MO 64121-9656 by regular mail or 430 W. 7th Street, Kansas City, MO
64105 by overnight courier service, or call toll-free 800 362-7500. Please do
not send any correspondence to 2005 Market Street, Philadelphia, PA 19103-7094.
The Fund's SAI and annual and semiannual reports to shareholders are also
available, free of charge, through the Fund's 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.
Contact Information
Web site
www.delawareinvestments.com
E-mail
service@delinvest.com
Client Services Representative
800 362-7500
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 Diversified Income Fund CUSIP NASDAQ
----------------------------------------------- ----------------- --------------
Institutional Class 245912506 DTINX
----------------------------------------------- ----------------- --------------
Investment Company Act file number: 811-03363
PR-047 [12/06] CGI
MF-07-03-158
PO 11750
STATEMENT OF ADDITIONAL INFORMATION
November 30, 2007
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS
Delaware Limited-Term Diversified Income Fund
2005 Market Street
Philadelphia, PA 19103-7094
For Prospectuses, Performance, and Information on Existing Accounts of
Class A Shares, Class B Shares, Class C Shares, and Class R Shares: 800 523-1918
For more information about Institutional Class Shares: 800 362-7500
Dealer Services (BROKER/DEALERS ONLY): 800 362-7500
This Statement of Additional Information ("Part B") describes shares of
Delaware Limited-Term Diversified Income 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 November 30, 2007, as they may be amended
from time to time. This Part B should be read in conjunction with the applicable
Prospectuses. 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 2005 Market
Street, Philadelphia, PA 19103 or by calling 800-523-1918. The Fund's financial
statements, the notes relating thereto, the financial highlights and the report
of the Trust's 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
--------------------------------- ------ --------------------------------- ------
Organization and Classification 2 Purchasing Shares 39
--------------------------------- ------ --------------------------------- ------
Investment Objectives,
Restrictions, and Policies 2 Investment Plans 50
--------------------------------- ------ --------------------------------- ------
Determining Offering Price and
Investment Strategies and Risks 4 Net Asset Value 53
--------------------------------- ------ --------------------------------- ------
Disclosure of Portfolio
Holdings Information 23 Redemption and Exchange 54
--------------------------------- ------ --------------------------------- ------
Management of the Trust 24 Distributions and Taxes 61
--------------------------------- ------ --------------------------------- ------
Investment Manager and Other
Service Providers 32 Performance Information 69
--------------------------------- ------ --------------------------------- ------
Portfolio Managers 35 Financial Statements 70
--------------------------------- ------ --------------------------------- ------
Trading Practices and Brokerage 37 Principal Holders 70
--------------------------------- ------ --------------------------------- ------
Appendix A - Description of
Capital Structure 39 Ratings 71
--------------------------------- ------ --------------------------------- ------
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 OBJECTIVE, RESTRICTIONS, AND POLICIES
--------------------------------------------------------------------------------
Investment Objective
The Fund's investment objective is described in the Prospectuses. The
Fund's investment objective is non-fundamental, and may be changed without
shareholder approval. However, the Trust's Board of Trustees (the "Board") must
approve any changes to non-fundamental investment objectives and the Fund will
notify shareholders at least 60 days prior to a material change in the Fund's
investment objective.
Fundamental Investment Restrictions
The Fund has adopted the following restrictions, 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
Prospectuses, the Fund will be subject to the following investment restriction,
which is considered non-fundamental and may be changed by the Board of Trustees
without shareholder approval: The Fund may not invest more than 15% of its net
assets in securities that 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.
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. Additionally, the Fund intends to comply with the SEC staff
position that securities issued or guaranteed as to principal and interest by
any single foreign government are considered to be securities of issues in the
same industry.
Any investment restriction that involves a maximum percentage of securities
or assets shall not be considered to be violated unless an excess over the
applicable percentage occurs immediately after an acquisition of securities or
utilization of assets and such excess results therefrom.
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, as amended (the
"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, 2006 and 2005, the Fund's portfolio turnover rates were 276% and
259%, respectively.
3
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INVESTMENT STRATEGIES AND RISKS
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The Fund's investment objectives, strategies, and risks are described in
the Prospectuses. Certain additional information is provided below. All
investment strategies of the Fund are non-fundamental and may be changed without
shareholder approval.
Asset-Backed Securities
The Fund may invest in securities that 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. The securities are collateralized by
the various receivables and the payments on the underlying receivables provide
the proceeds 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 (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
4
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 one
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
Certificates of deposit ("CDs") are short-term negotiable obligations of
commercial banks; time deposits ("TDs") are non-negotiable deposits maintained
in banking institutions for specified periods of time at stated interest rates;
and bankers' acceptances are time drafts drawn on commercial banks by borrowers
usually in connection with international transactions.
5
Obligations of foreign branches of domestic banks, such as CDs and TDs, may
be general obligations of the parent bank in addition to the issuing branch, or
may be limited by the terms of a specific obligation and government regulation.
Such obligations are subject to different risks than are those of domestic banks
or domestic branches of foreign banks. These risks include foreign economic and
political developments, foreign governmental restrictions that may adversely
affect payment of principal and interest on the obligations, foreign exchange
controls, and foreign withholding and other taxes on interest income. Foreign
branches of domestic banks are not necessarily subject to the same or similar
regulatory requirements that apply to domestic banks, such as mandatory reserve
requirements, loan limitations, and accounting, auditing and financial
recordkeeping requirements. In addition, less information may be publicly
available about a foreign branch of a domestic bank than about a domestic bank.
CDs issued by wholly owned Canadian subsidiaries of domestic banks are
guaranteed as to repayment of principal and interest (but not as to sovereign
risk) by the domestic parent bank.
Obligations of domestic branches of foreign banks may be general
obligations of the parent bank in addition to the issuing branch, or may be
limited by the terms of a specific obligation and by governmental regulation as
well as governmental action in the country in which the foreign bank has its
head office. A domestic branch of a foreign bank with assets in excess of $1
billion may or may not be subject to reserve requirements imposed by the Federal
Reserve System or by the state in which the branch is located if the branch is
licensed in that state. In addition, branches licensed by the Comptroller of the
Currency and branches licensed by certain states ("State Branches") may or may
not be required to: (i) pledge to the regulator by depositing assets with a
designated bank within the state, an amount of its assets equal to 5% of its
total liabilities; and (ii) maintain assets within the state in an amount equal
to a specified percentage of the aggregate amount of liabilities of the foreign
bank payable at or through all of its State Branches. The deposits of State
Branches may not necessarily be insured by the FDIC. In addition, there may be
less publicly available information about a domestic branch of a foreign bank
than about a domestic bank.
In view of the foregoing factors associated with the purchase of CDs and
TDs issued by foreign branches of domestic banks or by domestic branches of
foreign banks, the Manager will carefully evaluate such investments on a
case-by-case basis.
Savings and loan associations whose CDs may be purchased by either Fund are
supervised by the Office of Thrift Supervision and are insured by the Savings
Association Insurance Fund, which is administered by the FDIC and is backed by
the full faith and credit of the U.S. Government. As a result, such savings and
loan associations are subject to regulation and examination.
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.
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
6
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 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.
7
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.
Eurodollar Instruments
The Fund may make investments in Eurodollar instruments. Eurodollar
instruments are U.S. dollar-denominated futures contracts or options thereon
which are linked to the London Interbank Offered Rate ("LIBOR"), although
foreign currency-denominated instruments are available from time to time.
Eurodollar futures contracts enable purchasers to obtain a fixed rate for the
lending of funds and sellers to obtain a fixed rate for borrowings. The Fund
might use Eurodollar futures contracts and options thereon to hedge against
changes in LIBOR, to which many interest rate swaps and fixed income instruments
are linked.
Foreign Currency Transactions
The Fund may hold foreign currency deposits from time to time and may
convert dollars and foreign currencies in the foreign exchange markets. The Fund
is permitted to have net non-U.S. currency exposure of up to 10% of the Fund's
net assets. Currency conversion involves dealer spreads and other costs,
although commissions usually are not charged. Currencies may be exchanged on a
spot (i.e., cash) basis, or by entering into forward contracts to purchase or
sell foreign currencies at a future date and price. Forward contracts generally
are traded in an interbank market conducted directly between currency traders
(usually large commercial banks) and their customers. The parties to a forward
contract may agree to offset or terminate the contract before its maturity, or
may hold the contract to maturity and complete the contemplated currency
exchange.
Foreign Currency Options: The Fund may purchase U.S. exchange-listed call
and put options on foreign currencies. Such options on foreign currencies
operate similarly to options on securities. Options on foreign currencies are
affected by all of those factors that influence foreign exchange rates and
investments generally.
The value of a foreign currency option is dependent upon the value of the
foreign currency and the U.S. dollar, and may have no relationship to the
investment merits of a foreign security. Because foreign currency transactions
occurring in the interbank market involve substantially larger amounts than
those that may be involved in the use of foreign currency options, investors may
be disadvantaged by having to deal in an odd lot market (generally consisting of
transactions of less than $1 million) for the underlying foreign currencies at
prices that are less favorable than for round lots.
There is no systematic reporting of last sale information for foreign
currencies and there is no regulatory requirement that quotations available
through dealer or other market sources be firm or revised on a timely basis.
Available quotation information is generally representative of very large
transactions in the interbank market and thus may not reflect relatively smaller
transactions (less than $1 million) where rates may be less favorable. The
interbank market in foreign currencies is a global, around-the-clock market. To
the extent that the U.S. options markets are closed while the markets for the
underlying currencies remain open, significant price and rate movements may take
place in the underlying markets that cannot be reflected in the options market.
Foreign Currency Conversion: Although foreign exchange dealers do not
charge a fee for currency conversion, they do realize a profit based on the
difference (the "spread") between prices at which they are buying and selling
various currencies. Thus, a dealer may offer to sell a foreign currency to the
Fund at one rate, while offering a lesser rate of exchange should either Fund
desire to resell that currency to the dealer.
8
Foreign Investments
The Fund may invest up to 20% of its net assets in foreign securities,
including permitting the Fund to invest up to 10% of the Fund's net assets in
emerging markets. Foreign investments can involve significant risks in addition
to the risks inherent in U.S. investments. The value of securities denominated
in or indexed to foreign currencies, and of dividends and interest from such
securities, can change significantly when foreign currencies strengthen or
weaken relative to the U.S. dollar. Foreign securities markets generally have
less trading volume and less liquidity than U.S. markets, and prices on some
foreign markets can be highly volatile. Many foreign countries lack uniform
accounting and disclosure standards comparable to those applicable to U.S.
companies, and it may be more difficult to obtain reliable information regarding
an issuer's financial condition and operations. In addition, the costs of
foreign investing, including withholding taxes, brokerage commissions, and
custodial costs, are generally higher than for U.S. investments.
Foreign markets may offer less protection to investors than U.S. markets.
Foreign issuers, brokers, and securities markets may be subject to less
government supervision. Foreign security trading practices, including those
involving the release of assets in advance of payment, may involve increased
risks in the event of a failed trade or the insolvency of a broker-dealer, and
may involve substantial delays. It may also be difficult to enforce legal rights
in foreign countries.
Investing abroad also involves different political and economic risks.
Foreign investments may be affected by actions of foreign governments adverse to
the interests of U.S. investors, including the possibility of expropriation or
nationalization of assets, confiscatory taxation, restrictions on U.S.
investment or on the ability to repatriate assets or convert currency into U.S.
dollars, or other government intervention. There may be a greater possibility of
default by foreign governments or foreign government-sponsored enterprises.
Investments in foreign countries also involve a risk of local political,
economic, or social instability, military action or unrest, or adverse
diplomatic developments. There is no assurance that the Manager will be able to
anticipate or counter these potential events.
The considerations noted above generally are intensified for investments in
developing countries. Developing countries may have relatively unstable
governments, economies based on only a few industries, and securities markets
that trade a small number of securities.
The Fund may invest in foreign securities that impose restrictions on
transfer within the United States or to U.S. persons. Although securities
subject to transfer restrictions may be marketable abroad, they may be less
liquid than foreign securities of the same class that are not subject to such
restrictions.
American Depositary Receipts and European Depositary Receipts ("ADRs" and
"EDRs") are certificates evidencing ownership of shares of a foreign-based
issuer held in trust by a bank or similar financial institution. Designed for
use in U.S. and European securities markets, respectively, ADRs and EDRs are
alternatives to the purchase of the underlying securities in their national
markets and currencies.
Forward Foreign Currency Exchange Contracts
When dealing in forward contracts, the Fund will be limited to hedging
involving either specific transactions or portfolio positions. Transaction
hedging is the purchase or sale of forward contracts with respect to specific
receivables or payables of the Fund generally arising in connection with the
purchase or sale of its portfolio securities and accruals of interest or
dividends receivable and Fund expenses. Position hedging is the sale of a
foreign currency with respect to portfolio security positions denominated or
quoted in that currency. The Fund may not position hedge with respect to a
particular currency for an amount greater than the aggregate market value
(determined at the time of making any sale of a forward contract) of securities
held in its portfolio denominated or quoted in, or currently convertible into,
such currency.
When the Fund enters into a contract for the purchase or sale of a security
denominated in a foreign currency, or when the Fund anticipates the receipt in a
foreign currency of dividends or interest payments on a security which it holds,
the Fund may desire to "lock in" the U.S. dollar price of the security or the
U.S. dollar
9
equivalent of such dividend or interest payment as the case may be. By entering
into a forward contract for a fixed amount of dollars for the purchase or sale
of the amount of foreign currency involved in the underlying transactions, the
Fund will be able to protect itself against a possible loss resulting from an
adverse change in the relationship between the U.S. dollar and the subject
foreign currency during the period between the date on which the security is
purchased or sold, or on which the dividend or interest payment is declared, and
the date on which such payments are made or received.
Additionally, when the Manager believes that the currency of a particular
foreign country may suffer a substantial decline against the U.S. dollar, the
Fund may enter into a forward contract for a fixed amount of dollars, to sell
the amount of foreign currency approximating the value of some or all of the
securities of the Fund denominated in such foreign currency.
The Fund may use currency forward contracts to manage currency risks and to
facilitate transactions in foreign securities. The following discussion
summarizes the principal currency management strategies involving forward
contracts that could be used by the Fund.
In connection with purchases and sales of securities denominated in foreign
currencies, the Fund may enter into currency forward contracts to fix a definite
price for the purchase or sale in advance of the trade's settlement date. This
technique is sometimes referred to as a "settlement hedge" or "transaction
hedge." The Manager expects to enter into settlement hedges in the normal course
of managing the Fund's foreign investments. Each Fund could also enter into
forward contracts to purchase or sell a foreign currency in anticipation of
future purchases or sales of securities denominated in foreign currency, even if
the specific investments have not yet been selected by the Manager.
The Fund may also use forward contracts to hedge against a decline in the
value of existing investments denominated in foreign currency. For example, if
the Fund owned securities denominated in pounds sterling, it could enter into a
forward contract to sell pounds sterling in return for U.S. dollars to hedge
against possible declines in the pound's value. Such a hedge (sometimes referred
to as a "position hedge") would tend to offset both positive and negative
currency fluctuations, but would not offset changes in security values caused by
other factors. The Fund could also hedge the position by selling another
currency expected to perform similarly to the pound sterling -- for example, by
entering into a forward contract to sell Euros in return for U.S. dollars. This
type of hedge, sometimes referred to as a "proxy hedge," could offer advantages
in terms of cost, yield, or efficiency, but generally will not hedge currency
exposure as effectively as a simple hedge into U.S. dollars. Proxy hedges may
result in losses if the currency used to hedge does not perform similarly to the
currency in which the hedged securities are denominated.
Under certain conditions, SEC guidelines require mutual funds to set aside
cash and appropriate liquid assets in a segregated custodian account to cover
currency forward contracts. As required by SEC guidelines, the Fund will
segregate assets to cover currency forward contracts, if any, whose purpose is
essentially speculative. The Fund will not segregate assets to cover forward
contracts, including settlement hedges, position hedges, and proxy hedges.
Successful use of forward currency contracts will depend on the Manager's skill
in analyzing and predicting currency values. Forward contracts may substantially
change the Fund's investment exposure to changes in currency exchange rates, and
could result in losses to the Fund if currencies do not perform as the Manager
anticipates. For example, if a currency's value rose at a time when the Manager
had hedged the Fund by selling that currency in exchange for dollars, the Fund
would be unable to participate in the currency's appreciation. If the Manager
hedges currency exposure through proxy hedges, the Fund could realize currency
losses from the hedge and the security position at the same time if the two
currencies do not move in tandem. Similarly, if the Manager increases the Fund's
exposure to a foreign currency, and that currency's value declines, the Fund
will realize a loss. There is no assurance that the Manager's use of forward
currency contracts will be advantageous to the Fund or that it will hedge at an
appropriate time.
Futures
10
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. Although not a fundamental policy, the Fund currently
intends to limit its investments in futures contracts and options thereon to the
extent that not more than 5% of the Fund's assets are required as futures
contract margin deposits and premiums on options, and only to the extent that
obligations relating to such transactions represent not more than 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, 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.
11
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.
High Yield, High Risk Debt Securities
The Fund may purchase securities that are rated lower than Baa by Moody's
Investors Service, Inc. ("Moody's") or lower than BBB by Standard & Poor's
("S&P"). These securities are often considered to be speculative and involve
significantly higher risk of default on the payment of principal and interest or
are more likely to experience significant price fluctuation due to changes in
the issuer's creditworthiness. Market prices of these securities may fluctuate
more than higher-rated debt securities and may decline significantly in periods
of general economic difficulty, which may follow periods of rising interest
rates. While the market for high yield corporate debt securities has been in
existence for many years and has weathered previous economic downturns, the
market in recent years has experienced a dramatic increase in the large-scale
use of such securities to fund highly leveraged corporate acquisitions and
restructurings. Accordingly, past experience may not provide an accurate
indication of future performance of the high yield bond market, especially
during periods of economic recession. See Appendix A - Description of Ratings"
in this Part B.
The market for lower-rated securities may be less active than that for
higher-rated securities, which can adversely affect the prices at which these
securities can be sold. If market quotations are not available, these securities
will be valued in accordance with procedures established by the Board of
Trustees, including the use of third-party pricing services. Judgment plays a
greater role in valuing high yield corporate debt securities than is the case
for securities for which more external sources for quotations and last-sale
information are available. Adverse publicity and changing investor perceptions
may affect the ability of outside pricing services used by the Funds to value
its portfolio securities and the Funds' ability to dispose of these lower-rated
debt securities.
Since the risk of default is higher for lower-quality securities, the
Manager's research and credit analysis is an integral part of managing any
securities of this type held by each Fund. In considering investments for the
Fund, the Manager will attempt to identify those issuers of high yielding
securities whose financial condition is adequate to meet future obligations, has
improved, or is expected to improve in the future. The Manager's analysis
focuses on relative values based on such factors as interest or dividend
coverage, asset coverage, earnings prospects, and the experience and managerial
strength of the issuer. There can be no assurance that such analysis will prove
accurate.
The Fund may choose, at its expense or in conjunction with others, to
pursue litigation or otherwise exercise its rights as security holder to seek to
protect the interests of security holders if it determines this to be in the
best interest of shareholders.
Interest Rate and Index Swaps
The Fund may invest in interest rate and index swaps to the extent
consistent with its investment objective and strategies. The Fund will only
invest in swaps in which all the reference rates are related to or derived from
instruments or markets in which the Fund is otherwise eligible to invest, and
subject to the investment limitations on the instruments to which the purchased
reference rate relates.
Swaps are agreements to exchange payment streams over a period of time with
another party, called a counterparty. Each payment stream is based on a
specified rate, which could be a fixed or variable interest rate, the rate of
return on an index or some other reference rate. The payment streams are
calculated with reference to a hypothetical principal amount, called the
notional principal or the notional amount. For example, in an interest rate swap
one party may agree to pay a fixed interest rate to a counterparty and to
receive in return variable interest rate payments from the counterparty. The
amount that each party pays is calculated by multiplying the fixed and variable
rates, respectively, by the notional amount. The payment streams may thus be
thought of as interest payments on the notional amount. The notional amount does
not actually change hands at any point in the swap transaction; it is used only
to calculate the value of the payment streams.
12
When two counterparties each wish to swap interest rate payments, they
typically each enter into a separate interest rate swap contract with a
broker/dealer intermediary, who is the counterparty in both transactions, rather
than entering into a swap contract with each other directly. The broker/dealer
intermediary enters into numerous transactions of this sort, and attempts to
manage its portfolio of swaps so as to match and offset its payment receipts and
obligations.
The typical minimum notional amount is $5 million. Variable interest rates
are usually set by reference to the London Inter-Bank Offered Rate ("LIBOR").
The typical maximum term of an interest rate swap agreement ranges from one to
12 years. Index swaps tend to be shorter term, often for one year. The Fund will
not invest in swaps with maturities of more than 10 years.
The Fund may also engage in index swaps, also called total return swaps. In
an index swap, the Fund may enter into a contract with a counterparty in which
the counterparty will make payments to the Fund based on the positive returns of
an index, such as a corporate bond index, in return for the Fund paying to the
counterparty a fixed or variable interest rate, as well as paying to the
counterparty any negative returns on the index. In a sense, the Fund is
purchasing exposure to an index in the amount of the notional principal in
return for making interest rate payments on the notional principal. As with
interest rate swaps, the notional principal does not actually change hands at
any point in the transaction. The counterparty, typically an investment bank,
manages its obligations to make total return payments by maintaining an
inventory of the fixed income securities that are included in the index.
Swap transactions provide several benefits to the Fund. Interest rate swaps
may be used as a duration management tool. Duration is a measure of a bond's
interest-rate sensitivity, expressed in terms of years because it is related to
the length of time remaining on the life of a bond. In general, the longer a
bond's duration, the more sensitive the bond's price will be to changes in
interest rates. The average duration of the Fund is the weighted average of the
durations of the Fund's fixed income securities.
If the Fund wished to shorten the duration of certain of its assets, longer
term assets could be sold and shorter term assets acquired, but these
transactions have potential tax and return differential consequences. By using
an interest rate swap, the Fund could agree to make semi-annual fixed rate
payments and receive semi-annual floating rate LIBOR payments adjusted every six
months. The duration of the floating rate payments received by the Fund will now
be six months. In effect, the Fund has reduced the duration of the notional
amount invested from a longer term to six months over the life of the swap
agreement.
The Fund may also use swaps to gain exposure to specific markets. For
example, suppose bond dealers have particularly low inventories of corporate
bonds, making it difficult for a fixed income fund to increase its exposure to
the corporate bond segment of the market. It is generally not possible to
purchase exchange-traded options on a corporate bond index. The Fund could
replicate exposure to the corporate bond market, however, by engaging in an
index swap in which the Fund gains exposure to a corporate bond index in return
for paying a LIBOR-based floating interest rate.
Other uses of swaps could help permit the Fund to preserve a return or
spread on a particular investment or portion of its portfolio or to protect
against an increase in the price of securities the Fund anticipates purchasing
at a later date. Interest rate swaps may also be considered as a substitute for
interest rate futures in many cases where the hedging horizon is longer than the
maturity of the typical futures contract, and may be considered to provide more
liquidity than similar forward contracts, particularly long-term forward
contracts.
The primary risk of swap transactions is the creditworthiness of the
counterparty, since the integrity of the transaction depends on the willingness
and ability of the counterparty to maintain the agreed upon payment stream. This
risk is often referred to as counterparty risk. If there is a default by a
counterparty in a swap transaction, the Fund's potential loss is the net amount
of payments the Fund is contractually entitled to receive for one payment period
(if any - the Fund could be in a net payment position), not the entire notional
amount, which does not change hands in a swap transaction. Swaps do not involve
the delivery of securities or other underlying assets or principal
13
as collateral for the transaction. The Fund will have contractual remedies
pursuant to the swap agreement but, as with any contractual remedy, there is no
guarantee that the Fund would be successful in pursuing them-- the counterparty
may be judgment proof due to insolvency, for example. The Fund thus assumes the
risk that it will be delayed or prevented from obtaining payments owed to it.
The standard industry swap agreements do, however, permit the Fund to terminate
a swap agreement (and thus avoid making additional payments) in the event that a
counterparty fails to make a timely payment to the Fund.
In response to this counterparty risk, several securities firms have
established separately capitalized subsidiaries that have a higher credit
rating, permitting them to enter into swap transactions as a dealer. The Fund
will not be permitted to enter into any swap transaction unless, at the time of
entering into such transaction, the unsecured long-term debt of the actual
counterparty, combined with any credit enhancements, is rated at least A by S&P
or Moody's or is determined to be of equivalent credit quality by the Manager.
In addition, the Manager will closely monitor the ongoing creditworthiness of
swap counterparties in order to minimize the risk of swaps.
In addition to counterparty risk, the use of swaps also involves risks
similar to those associated with ordinary portfolio security transactions. If
the portfolio manager is incorrect in his or her forecast of market values or
interest rates, the investment performance of the Fund which has entered into a
swap transaction could be less favorable than it would have been if this
investment technique were not used. It is important to note, however, that there
is no upper limit on the amount the Fund might theoretically be required to pay
in a swap transaction.
In order to ensure that the Fund will only engage in swap transactions to
the extent consistent with its investment objectives and strategies, the Fund
will only engage in a swap transaction if all of the reference rates used in the
swap are related to or derived from securities, instruments or markets that are
otherwise eligible investments for the Fund. Similarly, the extent to which the
Fund may invest in a swap, as measured by the notional amount, will be subject
to the same limitations as the eligible investments to which the purchased
reference rate relates.
The Fund will, consistent with industry practice, segregate and
mark-to-market daily cash or other liquid assets having an aggregate market
value at least equal to the net amount of the excess, if any, of the Fund's
payment obligations over its entitled payments with respect to each swap
contract. To the extent that the Fund is obligated by a swap to pay a fixed or
variable interest rate, the Fund may segregate securities that are expected to
generate income sufficient to meet the Fund's net payment obligations. For
example, if the Fund holds interest rate swaps and is required to make payments
based on variable interest rates, it will have to make increased payments if
interest rates rise, which will not necessarily be offset by the fixed-rate
payments it is entitled to receive under the swap agreement.
There is not a well developed secondary market for interest rate or index
swaps. Most interest rate swaps are nonetheless relatively liquid because they
can be sold back to the counterparty/dealer relatively quickly at a determinable
price.
Many index swaps, on the other hand, are considered to be illiquid because
the counterparty/dealer will typically not unwind an index swap prior to its
termination (and, not surprisingly, index swaps tend to have much shorter
terms). The Fund may therefore treat all swaps as subject to their limitation on
illiquid investments. For purposes of calculating these percentage limitations,
the Fund will refer to the notional amount of the swap.
Swaps will be priced using fair value pricing. The income provided by a
swap should be qualifying income for purposes of the Code. Swaps should not
otherwise result in any significant diversification or valuation issues under
the Code.
Illiquid Securities
The Fund may invest no more than 15% of the value of its net assets in
illiquid securities.
14
The Fund may invest in restricted securities, including securities eligible
for resale without registration pursuant to Rule 144A ("Rule 144A Securities")
under the 1933 Act. Rule 144A permits many privately placed and legally
restricted securities to be freely traded among certain institutional buyers
such as the Fund.
While maintaining oversight, the Board of Trustees has delegated to the
Manager the day-to-day function of determining whether or not individual Rule
144A Securities are liquid for purposes of the Fund's limitation on investments
in illiquid assets. The Board has instructed the Manager to consider the
following factors in determining 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 that 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 limits on investment in such
securities, the Manager will determine what action to take to ensure that the
Fund continues to adhere to such limitation.
Investment Company Securities
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."
Money Market Instruments
The Fund may invest in corporate and government money market instruments.
Money market instruments in which the Fund may invest include U.S. Government
securities; certificates of deposit, time deposits, and bankers' acceptances
issued by domestic banks (including their branches located outside the U.S. and
subsidiaries located in Canada), domestic branches of foreign banks, savings and
loan associations and similar institutions; high grade commercial paper; and
repurchase agreements with respect to the foregoing types of instruments. See
also "Bank Deposits" above.
Mortgage-Backed Securities
The Fund may invest in mortgage-related securities, including those
representing an undivided ownership interest in a pool of mortgages, issued or
guaranteed by the U.S. Government, its agencies or instrumentalities, such as:
Government National Mortgage Association Certificates: Certificates issued
by the Government National Mortgage Association ("GNMA") are mortgage-backed
securities representing part ownership of a pool of mortgage loans, which are
issued by lenders such as mortgage bankers, commercial banks and savings and
loan associations, and are either insured by the Federal Housing Administration
or guaranteed by the Veterans Administration. A pool of these mortgages is
assembled and, after being approved by GNMA, is offered to investors through
securities dealers. The timely payment of interest and principal on each
mortgage is guaranteed by GNMA and backed by the full faith and credit of the
U.S. Government.
Principal is paid back monthly by the borrower over the term of the loan.
Investment of prepayments may occur at higher or lower rates than the
anticipated yield on the certificates. Due to the prepayment feature and the
need to reinvest prepayments of principal at current market rates, GNMA
certificates can be less effective than typical bonds of similar maturities at
"locking in" yields during periods of declining interest rates. GNMA
certificates typically appreciate or decline in market value during periods of
declining or rising interest rates, respectively. Due to the regular repayment
of principal and the prepayment feature, the effective maturities of
15
mortgage pass-through securities are shorter than stated maturities, will vary
based on market conditions and cannot be predicted in advance. The effective
maturities of newly-issued GNMA certificates backed by relatively new loans at
or near the prevailing interest rates are generally assumed to range between
approximately nine and 12 years.
FNMA and FHLMC Mortgage-Backed Obligations: The Federal National Mortgage
Association ("FNMA"), a federally chartered and privately owned corporation,
issues pass-through securities representing interests in a pool of conventional
mortgage loans. FNMA guarantees the timely payment of principal and interest but
this guarantee is not backed by the full faith and credit of the U.S.
Government. The Federal Home Loan Mortgage Corporation ("FHLMC"), a corporate
instrumentality of the U.S. Government, issues participation certificates which
represent an interest in a pool of conventional mortgage loans. FHLMC guarantees
the timely payment of interest and the ultimate collection of principal, and
maintains reserves to protect holders against losses due to default, but the
certificates are not backed by the full faith and credit of the U.S. Government.
As is the case with GNMA certificates, the actual maturity of, and realized
yield on, particular FNMA and FHLMC pass-through securities will vary based on
the prepayments of the underlying pool of mortgages and cannot be predicted.
In addition to mortgage-backed securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities, the Fund may also invest 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 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 15% of the Fund's net assets.
16
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.
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.
Loans and Other Direct Indebtedness
The Fund may purchase loans and other direct indebtedness. In purchasing a
loan, the Fund acquires some or all of the interest of a bank or other lending
institution in a loan to a corporate, governmental, or other borrower. Many such
loans are secured, although some may be unsecured. Such loans may be in default
at the time of purchase. Loans that are fully secured offer the Fund more
protection than an unsecured loan in the event of non-payment of scheduled
interest or principal. However, there is no assurance that the liquidation of
collateral from a secured loan would satisfy the corporate borrower's
obligation, or that the collateral can be liquidated. These loans are made
generally to finance internal growth, mergers, acquisitions, stock repurchases,
leveraged buy-outs, and other corporate activities. Such loans are typically
made by a syndicate of lending institutions, represented by an agent lending
institution that has negotiated and structured the loan and is responsible for
collecting interest, principal, and other amounts due on its own behalf and on
behalf of the others in the syndicate, and for enforcing its and their other
rights against the borrower. Alternatively, such loans may be structured as a
novation, pursuant to which the Fund would assume all of the rights of the
lending institution in a loan or as an assignment, pursuant to which the Fund
would purchase an assignment of a portion of a lender's interest in a loan
either directly from the lender or through an intermediary.
The Fund may also purchase trade or other claims against companies, which
generally represent money owned by the company to a supplier of goods or
services. These claims may also be purchased at a time when the company is in
default.
Certain of the loans and the other direct indebtedness acquired by the Fund
may involve revolving credit facilities or other standby financing commitments
which obligate the Fund to pay additional cash on a certain date or on demand.
These commitments may require the Fund to increase its investment in a company
at a time when that Fund might not otherwise decide to do so (including at a
time when the company's financial condition makes it unlikely that such amounts
will be repaid). To the extent that the Fund is committed to advance additional
funds, it
17
will at all times hold and maintain in a segregated account cash or other high
grade debt obligations in an amount sufficient to meet such commitments. The
Fund's ability to receive payment of principal, interest, and other amounts due
in connection with these investments will depend primarily on the financial
condition of the borrower. In selecting the loans and other direct indebtedness
that the Fund will purchase, the investment manager will rely upon its own (and
not the original lending institution's) credit analysis of the borrower. As the
Fund may be required to rely upon another lending institution to collect and
pass onto the Fund amounts payable with respect to the loan and to enforce the
Fund's rights under the loan and other direct indebtedness, an insolvency,
bankruptcy, or reorganization of the lending institution may delay or prevent
the Fund from receiving such amounts. In such cases, the Fund will evaluate as
well the creditworthiness of the lending institution and will treat both the
borrower and the lending institution as an "issuer" of the loan for purposes of
compliance with applicable law pertaining to the diversification of the Fund's
portfolio investments. The highly leveraged nature of many such loans and other
direct indebtedness may make such loans and other direct indebtedness especially
vulnerable to adverse changes in economic or market conditions. Investments in
such loans and other direct indebtedness may involve additional risk to the
Fund.
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 illiquid. 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 15% of its net 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.
18
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 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.
19
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 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.
Lastly, it should be noted that the Trust, on behalf of the Fund, has filed
with the National Futures Association a notice claiming an exclusion from the
definition of the term "commodity pool operator" ("CPO") under the Commodity
Exchange Act, as amended, and the rules of the Commodity Futures Trading
Commission promulgated thereunder, with respect to the Fund's operation.
Accordingly, the Fund is not subject to registration or regulation as a CPO.
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
20
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
15% of its net 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 the 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(R) Fund" and collectively, the "Delaware Investments(R) Funds") have
obtained an exemption (the "Order") from the joint-transaction prohibitions of
Section 17(d) of the 1940 Act to allow Delaware Investments(R) 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 15% limitation on
investments in illiquid assets. The Board has instructed the Manager to consider
the following factors in determining 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 15% 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.,
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
21
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.
Zero Coupon and Pay-In-Kind Bonds
Zero coupon bonds are debt obligations which do not entitle the holder to
any periodic payments of interest prior to maturity or a specified date when the
securities begin paying current interest, and therefore are issued and traded at
a discount from their face amounts or pay value. Pay-In-Kind ("PIK") bonds pay
interest through the issuance to holders of additional securities. Zero coupon
bonds and PIK bonds are generally considered to be more interest-sensitive than
income bearing bonds, to be more speculative than interest-bearing bonds and to
have certain tax consequences which could, under certain circumstances, be
adverse to the Fund. Investments in zero coupon or PIK bonds would require the
Fund to accrue and distribute income not yet received. In order to generate
sufficient cash to make these distributions, the Fund may be required to sell
securities in its portfolio that it otherwise might have continued to hold or to
borrow. These rules could affect the amount, timing and tax character of income
distributed to you by the Fund.
22
Special Risk Considerations
Foreign Securities Risks. The Fund has the right to purchase securities in
any developed, underdeveloped or emerging country. Investors should consider
carefully the substantial risks involved in investing in securities issued by
companies and governments of foreign nations. These risks are in addition to the
usual risks inherent in domestic investments. There is the possibility of
expropriation, nationalization or confiscatory taxation, taxation of income
earned in foreign nations or other taxes imposed with respect to investments in
foreign nations, foreign exchange control (which may include suspension of the
ability to transfer currency from a given country), default in foreign
government securities, political or social instability or diplomatic
developments which could affect investments in securities of issuers in those
nations.
In addition, in many countries, there is substantially less publicly
available information about issuers than is available in reports about companies
in the United States. Foreign companies are not subject to uniform accounting,
auditing and financial reporting standards, and auditing practices and
requirements may not be comparable to those applicable to United States
companies. In particular, the assets and profits appearing on the financial
statements of a developing or emerging country issuer may not reflect its
financial position or results of operations in the way they would be reflected
had the financial statements been prepared in accordance with the United States'
generally accepted accounting principles. Also, for an issuer that keeps
accounting records in local currency, inflation accounting rules may require for
both tax and accounting purposes, that certain assets and liabilities be
restated on the issuer's balance sheet in order to express items in terms of
currency or constant purchasing power. Inflation accounting may indirectly
generate losses or profits. Consequently, financial data may be materially
affected by restatements for inflation and may not accurately reflect the real
condition of those issuers and securities markets.
Further, the Fund may encounter difficulty or be unable to pursue legal
remedies and obtain judgments in foreign courts. Commission rates on securities
transactions in foreign countries, which are sometimes fixed rather than subject
to negotiation as in the United States, are likely to be higher. Further, the
settlement period of securities transactions in foreign markets may be longer
than in domestic markets, and may be subject to administrative uncertainties. In
many foreign countries, there is less government supervision and regulation of
business and industry practices, stock exchanges, brokers and listed companies
than in the United States, and capital requirements for brokerage firms are
generally lower. The foreign securities markets of many of the countries in
which the Fund may invest may also be smaller, less liquid and subject to
greater price volatility than those in the United States.
Emerging Markets Securities Risks. Compared to the United States and other
developed countries, emerging countries may have volatile social conditions,
relatively unstable governments and political systems, economies based on only a
few industries and economic structures that are less diverse and mature, and
securities markets that trade a small number of securities, which can result in
a low or nonexistent volume of trading. Prices in these securities markets tend
to be volatile and, in the past, securities in these countries have offered
greater potential for gain (as well as loss) than securities of companies
located in developed countries. Until recently, there has been an absence of a
capital market structure or market-oriented economy in certain emerging
countries. Further, investments and opportunities for investments by foreign
investors are subject to a variety of national policies and restrictions in many
emerging countries. These restrictions may take the form of prior governmental
approval, limits on the amount or type of securities held by foreigners, limits
on the types of companies in which foreigners may invest and prohibitions on
foreign investments in issuers or industries deemed sensitive to national
interests. Additional restrictions may be imposed at any time by these or other
countries in which the Fund invests. Also, the repatriation of both investment
income and capital from several foreign countries is restricted and controlled
under certain regulations, including, in some cases, the need for certain
governmental consents. Although these restrictions may in the future make it
undesirable to invest in emerging countries, the Manager does not believe that
any current repatriation restrictions would affect its decision to invest in
such countries. Countries such as those in which the Fund may invest have
historically experienced and may continue to experience, substantial, and in
some periods extremely high rates of inflation for many years, high interest
rates, exchange rate fluctuations or currency depreciation, large amounts of
external debt, balance of payments and trade difficulties and extreme poverty
and unemployment. Other factors which may influence the ability or willingness
to service debt
23
include, but are not limited to, a country's cash flow situation, the
availability of sufficient foreign exchange on the date a payment is due, the
relative size of its debt service burden to the economy as a whole, its
government's policy towards the International Monetary Fund, the World Bank and
other international agencies and the political constraints to which a government
debtor may be subject.
Foreign Government Securities Risks. With respect to investment in debt
issues of foreign governments, the ability of a foreign government or
government-related issuer to make timely and ultimate payments on its external
debt obligations will also be strongly influenced by the issuer's balance of
payments, including export performance, its access to international credits and
investments, fluctuations in interest rates and the extent of its foreign
reserves. A country whose exports are concentrated in a few commodities or whose
economy depends on certain strategic imports could be vulnerable to fluctuations
in international prices of these commodities or imports. To the extent that a
country receives payment for its exports in currencies other than dollars, its
ability to make debt payments denominated in dollars could be adversely
affected. If a foreign government or government-related issuer cannot generate
sufficient earnings from foreign trade to service its external debt, it may need
to depend on continuing loans and aid from foreign governments, commercial banks
and multilateral organizations, and inflows of foreign investment. The
commitment on the part of these foreign governments, multilateral organizations
and others to make such disbursements may be conditioned on the government's
implementation of economic reforms and/or economic performance and the timely
service of its obligations. Failure to implement such reforms, achieve such
levels of economic performance or repay principal or interest when due may
curtail the willingness of such third parties to lend funds, which may further
impair the issuer's ability or willingness to service its debts in a timely
manner. The cost of servicing external debt will also generally be adversely
affected by rising international interest rates because many external debt
obligations bear interest at rates which are adjusted based upon international
interest rates. The ability to service external debt will also depend on the
level of the relevant government's international currency reserves and its
access to foreign exchange. Currency devaluations may affect the ability of a
government issuer to obtain sufficient foreign exchange to service its external
debt.
As a result of the foregoing, a foreign governmental issuer may default on
its obligations. If such a default occurs, the Fund may have limited effective
legal recourse against the issuer and/or guarantor. Remedies must, in some
cases, be pursued in the courts of the defaulting party itself, and the ability
of the holder of foreign government and government-related debt securities to
obtain recourse may be subject to the political climate in the relevant country.
In addition, no assurance can be given that the holders of commercial bank debt
will not contest payments to the holders of other foreign government and
government-related debt obligations in the event of default under their
commercial bank loan agreements.
Risks Related to Additional Investment Techniques. With respect to forward
foreign currency contracts, the precise matching of forward contract amounts and
the value of the securities involved is generally not possible since the future
value of such securities in foreign currencies will change as a consequence of
market movements in the value of those securities between the date the forward
contract is entered into and the date it matures. The projection of short-term
currency strategy is highly uncertain.
It is impossible to forecast the market value of portfolio securities at
the expiration of the contract. Accordingly, it may be necessary for the Fund to
purchase additional foreign currency on the spot market (and bear the expense of
such purchase) if the market value of the security is less than the amount of
foreign currency the Fund are obligated to deliver (and if a decision is made to
sell the security and make delivery of the foreign currency). Conversely, it may
be necessary to sell on the spot market some of the foreign currency received
upon the sale of the portfolio security if its market value exceeds the amount
of foreign currency the Fund are obligated to deliver.
--------------------------------------------------------------------------------
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. We post 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, we also make
24
available on the Web site a month-end summary listing of the number of the
Fund's securities, country and asset allocations, and top 10 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 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.
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 Board will be notified of any substantial change to the foregoing
procedures. The Board also receives an annual report from the Trust's Chief
Compliance Officer which, among other things, addresses the operation of the
Trust's procedures 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(R) Funds. As of November 23,
2007, the Trust's officers and Trustees owned less than 1% of the outstanding
shares of the Fund, except for the Institutional Class, in which they owned
5.10% of the outstanding shares. 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.
25
---------------- -------------- --------------- --------------- ---------- --------------------
Number
of
Portfolios
in Fund
Complex
Overseen
by
Principal Trustee/ Other
Position(s) Occupation(s) Director Directorships Held
Name, Address, Held with Length of During Past or by Trustee/
and Birthdate the Trust Time Served 5 Years Officer Director or Officer
---------------- -------------- --------------- --------------- ---------- --------------------
Interested Trustees
---------------- -------------- --------------- --------------- ---------- --------------------
Patrick P. Chairman, Chairman and Mr. Coyne 84 Director--Kayden
Coyne(1) President, Trustee since has served Corp.
2005 Market Chief August 2006 in various
Street Executive executive
Philadelphia, Officer, and President and capacities
PA 19103 Trustee Chief at different
Executive times at
April 14, 1963 Officer since Delaware
August 2006 Investments(2)
---------------- -------------- --------------- --------------- ---------- --------------------
Independent Trustees
---------------- -------------- --------------- --------------- ---------- --------------------
Thomas L. Trustee Since March Private 84 Director--Bryn Mawr
Bennett 2005 Investor-- Bank Corp. (BMTC)
2005 Market (March 2004 (April 1, 2007 -
Street -- Present) Present
Philadelphia,
PA 19103 Investment
Manager--
October 4, 1947 Morgan
Stanley & Co.
(January
1984--March
2004)
---------------- -------------- --------------- --------------- ---------- --------------------
John A. Fry Trustee Since January President-- 84 Director--Community
2005 Market 2001 Franklin & Health Systems
Street Marshall
Philadelphia, College Director--Allied
PA 19103 (June 2002-- Barton Security
Present) Holdings
May 28, 1960
Executive
Vice
President -
University
of
Pennsylvania
(April 1995
-- June 2002)
---------------- -------------- --------------- --------------- ---------- --------------------
Anthony D. Trustee Since April Founder/ 84 None
Knerr 1990 Managing
2005 Market Director
Street --Anthony
Philadelphia, Knerr &
PA 19103 Associates
(Strategic
December 7, Consulting)
1938 (1990--Present)
---------------- -------------- --------------- --------------- ---------- --------------------
Lucinda S. Trustee Since March Chief 84 None
Landreth 2005 Investment
2005 Market Officer--
Street Assurant,
Philadelphia, Inc.
PA 19103 (Insurance)
(2002--2004)
June 24, 1947
---------------- -------------- --------------- --------------- ---------- --------------------
Ann R. Leven Trustee Since Consultant-- 84 Director and Audit
2005 Market September 1989 ARL Committee
Street Associates Chairperson--
Philadelphia, Financial Andy Warhol
PA 19103 Planner Foundation
(1983--
November 1, Present) Director and Audit
1940 Committee Chair--
Systemax Inc.
---------------- -------------- --------------- --------------- ---------- --------------------
Thomas F. Trustee Since May President/Chief 84 Director--
Madison 1997(3) Executive CenterPoint Energy
2005 Market Officer--MLM
Street Partners, Director and Audit
Philadelphia, Inc. Committee Chair
---------------- -------------- --------------- --------------- ---------- --------------------
26
---------------- -------------- --------------- --------------- ---------- --------------------
Number
of
Portfolios
in Fund
Complex
Overseen
by
Principal Trustee/ Other
Position(s) Occupation(s) Director Directorships Held
Name, Address, Held with Length of During Past or by Trustee/
and Birthdate the Trust Time Served 5 Years Officer Director or Officer
---------------- -------------- --------------- --------------- ---------- --------------------
PA 19103 (Small --Digital River Inc.
Business
February 25, Investing & Director and Audit
1936 Consulting) Committee Chair--
(January Rimage Corporation
1993--
Present) Director--
Valmont
Industries, Inc.
---------------- -------------- --------------- --------------- ---------- --------------------
Janet L. Trustee Since April Treasurer 84 None
Yeomans 1999 (January
2005 Market 2006 -
Street Present)
Philadelphia,
PA 19103 Vice
President--
July 31, 1948 Mergers &
Acquisitions
(January
2003
- January
2006),
and Vice
President
(July 1995 -
January 2003)
3M
Corporation
Ms. Yeomans
has held
various
management
positions at
3M
Corporation
since 1983.
---------------- -------------- --------------- --------------- ---------- --------------------
J. Richard Trustee Since March Founder-- 84 Director and Audit
Zecher 2005 Investor Committee Member--
2005 Market Analytics Investor Analytics
Street (Risk
Philadelphia, Management) Director and Audit
PA 19103 (May 1999-- Committee Member--
Present) Oxigene, Inc.
July 3, 1940
Founder
--Sutton
Asset
Management
(Hedge Fund)
(September
1996--
Present)
---------------- -------------- --------------- --------------- ---------- --------------------
27
----------------- -------------- -------------- --------------- ----------------- -----------------
Number of Other
Portfolios in Directorships
Principal Fund Complex Held by
Position(s) Occupation(s) Overseen by Trustee/
Name, Address Held with Length of During Past 5 Trustee or Director or
and Birthdate the Trust Time Served Years Officer Officer
----------------- -------------- -------------- --------------- ----------------- -----------------
Officers
----------------- -------------- -------------- --------------- ----------------- -----------------
David F. Connor Vice Vice David F. 84 None(4)
2005 Market President, President Connor has
Street Deputy since served as Vice
Philadelphia, General September President and
PA 19103 Counsel, and 2000 and Deputy General
Secretary Secretary Counsel at
December 2, 1963 since Delaware
October 2005 Investments
since 2000.
----------------- -------------- -------------- --------------- ----------------- -----------------
David P. Senior Vice Senior Vice David P. 84 None(4)
O'Connor President, President, O'Connor has
2005 Market General General served in
Street Counsel, and Counsel, and various
Philadelphia, Chief Legal Chief Legal executive and
PA 19103 Officer Officer legal
since capacities at
February 21, October 2005 different
1966 times at
Delaware
Investments.
----------------- -------------- -------------- --------------- ----------------- -----------------
Richard Salus Senior Vice Chief Richard Salus 84 None(4)
2005 Market President Financial has served in
Street and Officer various
Philadelphia, Chief since executive
PA 19103 Financial November 2006 capacities at
Officer different
October 4, 1963 times at
Delaware
Investments.
----------------- -------------- -------------- --------------- ----------------- -----------------
Daniel V. Vice Treasurer Daniel V. 84 None(4)
Geatens President Since Geatens has
2005 Market and Treasurer October 25, served in
Street 2007 various
Philadelphia, capacities at
PA 19103 different
times at
October 26, 1972 Delaware
Investments
---------------------------------------------------------------------------------------------------
(1) Patrick P. Coyne is considered to be an "Interested Trustee" because he is
an executive officer of Funds' investment manager.
(2) Delaware Investments is the marketing name for Delaware Management Holdings,
Inc. and its subsidiaries, including the Funds' investment manager, principal
underwriter, and its transfer agent.
(3) In 1997, several funds managed by Voyageur Fund Managers, Inc. (the
"Voyageur Funds") were incorporated into the Delaware Investments Family of
Funds. Mr. Madison served as a director of the Voyageur Funds from 1993 to 1997.
(4) Messrs. David F. Connor, David P. O'Connor, Richard Salus and Daniel V.
Geatens serve in similar capacities for the six portfolios of the Optimum Fund
Trust, which have the same investment manager, principal underwriter, and
transfer agent as the Trust.
---------------------------------------------------------------------------------------------------
The following is additional information regarding investment professionals
affiliated with the Trust.
-------------------- -------------------------- --------------- -----------------------------------
Name, Address and Position(s) Held with Length of Principal Occupation(s)
Birthdate the Trust Time Served During Past 5 Years
-------------------- -------------------------- --------------- -----------------------------------
Roger A. Early Senior Vice President/ Less than Mr. Early joined Delaware
2005 Market Street Senior Portfolio Manager 1 Years Investments in 2007. Senior
Philadelphia, PA Portfolio Manager, Chartwell
19103-7094 Investment Partners
(2003-2007)
February 5, 1954
Chief Investment Officer
Turner Investments
(2002-2003)
-------------------- -------------------------- --------------- -----------------------------------
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 capacities at different times at
19103-7094 Delaware Investments.
May 16, 1959
-------------------- -------------------------- --------------- -----------------------------------
28
The following table shows each Trustee's ownership of shares of the Fund
and of all Delaware Investments(R) Funds as of December 31, 2006.
---------------------- ------------------------- --------------------------------
Aggregate Dollar Range of
Equity Securities in All
Registered Investment
Companies Overseen by Trustee
Dollar Range of Equity in Family of Investment
Name Securities in the Trust Companies
---------------------- ------------------------- --------------------------------
Interested Trustee
---------------------- ------------------------- --------------------------------
Patrick P. Coyne Over $100,000 Over $100,000
---------------------- ------------------------- --------------------------------
Independent Trustees
---------------------- ------------------------- --------------------------------
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 $50,001 - $100,000
---------------------- ------------------------- --------------------------------
Ann R. Leven None Over $100,000
---------------------- ------------------------- --------------------------------
Thomas F. Madison None $10,001 - $50,000
---------------------- ------------------------- --------------------------------
Janet L. Yeomans None Over $100,000
---------------------- ------------------------- --------------------------------
J. Richard Zecher None $10,001-$50,000
---------------------- ------------------------- --------------------------------
(1) As of December 31, 2006, 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 Delaware Investments(R) Funds. Mr. Fry held no shares of the
Delaware Investments(R) Funds outside of the Plan as of December 31, 2006.
The following table sets forth the compensation received by each Trustee
from the Trust and the total compensation received from all of the Delaware
Investments(R) Funds for which he or she served as a Trustee or Director for the
fiscal year ended December 31, 2006. Only the Trustees of the Trust who are not
"interested persons" as defined by the 1940 Act (i.e., the "Independent
Trustees") receive compensation from the Funds. The following table provides, in
addition, information on the retirement benefits accrued on behalf of those
Trustees eligible to receive such benefits under the Delaware Investments
Retirement Plan for Trustees/Directors (the "Retirement Plan"). This plan was
recently terminated as more fully described below.
Total Compensation
from the Investment
Aggregate Retirement Benefits Companies in the
Compensation from Accrued as Part of Delaware Investments(R)
Trustee the Trust Fund Expenses(1) Complex(2)
Thomas L. Bennett $1,583 $0 $160,621
John A. Fry $1,614 $1,458 $163,833
Anthony D. Knerr $1,428 $6,673 $144,833
Lucinda S. Landreth $1,486 $0 $151,333
Ann R. Leven $1,880 $6,191 $191,333
Thomas F. Madison $1,686 $6,654 $170,333
Janet L. Yeomans $1,512 $2,842 $152,833
J. Richard Zecher $1,530 $0 $155,333
(1) Figures reflect amounts already accrued under the Retirement Plan and
additional amounts accrued to effect
29
the termination of the Retirement Plan for the Delaware Investments(R) Funds
that are series of the Trust as of November 30, 2006. The Manager has agreed to
absorb a minimum of $500,000 through certain additional waivers and/or
reimbursements for those Delaware Investments(R) Funds within the Fund Complex
that are subject to expense limitations.
(2) Effective December 1, 2006, each Independent Trustee/Director will receive
an annual retainer fee of $84,000 for serving as a Trustee/Director for all
32 investment companies in the Delaware Investments(R) Family, plus $5,000
per day for attending each Board Meeting held on behalf of all investment
companies in the complex. Members of the Nominating and Corporate
Governance Committee, Audit Committee, and Investments Committee receive
additional compensation of $2,500 for each Committee meeting attended. In
addition, the chairpersons of the Audit, Investments, and Nominating and
Corporate Governance Committees each receive an annual retainer of $15,000.
The Lead/Coordinating Trustee/Director of the Delaware Investments(R) Funds
receives an additional annual retainer of $35,000. These amounts do not
include payments related to the termination of the Retirement Plan.
Until the Retirement Plan's termination as described below, each
Independent Trustee who, at the time of his or her retirement from the Boards,
having attained the age of 70 and served on the Boards for at least five
continuous years, was entitled to receive payments from each investment company
in the Delaware Investments(R) family for which he or she had served as
Trustee/Director. These payments were to be made 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 would have been
equal, on an annual basis, to the amount of the annual retainer paid to
Trustees/Directors of each investment company at the time of such person's
retirement.
The table below sets forth the estimated annual retirement benefit that
would have been payable under the Retirement Plan at specified compensation
levels and years of service. Trustees credited with years of service through
December 31, 2006 are: Mr. Knerr (17 years), Ms. Leven (17 years), Mr. Madison
(13 years), Ms. Yeomans (8 years), and Mr. Fry (6 years). During the fiscal year
ended December 31, 2006, two former Trustees of the Trust were receiving yearly
benefits under the Retirement Plan: Mr. Walter P. Babich ($70,000), and Mr.
Charles E. Peck ($50,000).
--------------------------------- ----------------------------------------
Years of Service
--------------------------------- ---------------- -----------------------
Amount of Annual Retainer Paid
in Last Year of Service 0-4 Years 5 Years or More
-------------------------------- ----------------- -----------------------
$50,000(1) $0 $50,000
-------------------------------- ----------------- -----------------------
$70,000(2) $0 $70,000
-------------------------------- ----------------- -----------------------
$80,000(3) $0 $80,000
-------------------------------- ----------------- -----------------------
(1) Reflects final annual retainer for Charles E. Peck, a retired trustee.
(2) Reflects final annual retainer for Walter P. Babich, a retired
trustee.
(3) Reflects annual retainer at the time of termination for Anthony D.
Knerr, Ann R. Leven, Thomas F. Madison, Janet L. Yeomans, and John A.
Fry.
The Board of Trustees/Directors of the Delaware Investments(R) Funds voted
to terminate the Delaware Investments Retirement Plan for Trustees/Directors,
effective November 30, 2006. As a result of the termination of the Retirement
Plan, no further benefits will accrue to any current or future directors and a
one-time payment of benefits earned under the Retirement Plan will be paid to
eligible Trustees/Directors. The amount of the payment represents the benefits
to which the current Trustee/Director is entitled under the terms of the
Retirement Plan. The calculation of such amount is based on: (1) the annual
retainer amount as of the date of termination ($80,000), (2) each
Trustee/Director's years of service as of the date of termination (listed
above), and (3) the actuarially determined life expectancy of each
Trustee/Director. The payments thus calculated are discounted to present value.
The net present value of the benefits accrued under the plan to which each
such Independent Trustee/Director is entitled was calculated by a
licensed/certified actuary and then reviewed and approved by the Delaware
Investments(R) Funds' Independent Directors who had no benefits vested under the
Plan. The amounts being paid in 2007 are as follows: Anthony D. Knerr
($702,373); Ann R. Leven ($648,635); Thomas F. Madison ($696,407); Janet L.
Yeomans ($300,978); and John A. Fry ($155,030).
30
The Board 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. 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 seven 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 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(R) 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
seven 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
four meetings during the Trust's last fiscal year.
Investments Committee: The primary purposes of the Investments Committee
are to: (i) assist the Board at its request in its oversight of the investment
advisory services provided to the Fund by the Manager as well as any
sub-advisers; (ii) review all proposed advisory and sub-advisory agreements for
new funds or proposed amendments to existing agreements and to recommend what
action the full Board and the independent directors/trustees take regarding the
approval of all such proposed arrangements; and (iii) review from time to time
reports supplied by the Manager regarding investment performance and expenses
and suggest changes to such reports. The Investments Committee consists of the
following four Independent Trustees: Thomas L. Bennett, Chairman; Lucinda S.
Landreth; Jan L. Yeomans; and J. Richard Zecher. The Investments Committee was
established on October 25, 2006. The Investments Committee held two meetings
during the Trust's last fiscal year.
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.
31
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
Manager 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 recently reported 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 stating 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
Manager 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 Trust 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 that 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 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.
32
--------------------------------------------------------------------------------
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(R)
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(R) Funds since 1938. As of September 30, 2007, the Manager and its
affiliates within Delaware Investments were managing in the aggregate in excess
of $167 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
delete the words "Delaware Group" from the Trust's name.
The Investment Management Agreement between the Fund and the Manager (the
"Investment Management Agreement") is dated December 15, 1999 and was approved
by shareholders on that date. The Investment Management 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 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 Investment Management Agreement is terminable
without penalty on 60 days' notice by the Trust or by the Manager. The
Investment Management Agreement will terminate automatically in the event of its
assignment.
As compensation for the services rendered under the Investment Management
Agreement, the Fund shall pay the Manager an annual management fee as a
percentage of average daily net assets equal to: 0.50% on the first $500
million; 0.475% on the next $500 million; 0.45% on the next $1.5 billion; and
0.425% on assets in excess of $2.5 billion.
For the period May 1, 2007 through April 30, 2008, the Manager has
contracted to waive its advisory fee and pay the expenses of the Fund to the
extent necessary to ensure that the Fund's annual operating expenses (excluding
any 12b-1 plan expenses, taxes, interest, inverse floater program expenses,
brokerage fees, short-sale dividend and interest expenses, certain insurance
costs and non-routine expenses or costs, including, but not limited to, those
relating to reorganizations, litigation, conducting shareholder meetings and
liquidations) do not exceed 0.69%. The Manager has acknowledged that it (i)
shall not be entitled to collect on, or make a claim for, waived fees at any
time in the future, and (ii) shall not be entitled to collect on, or make a
claim for, reimbursed Series expenses at any time in the future.
During the past three fiscal years, the Fund paid the following investment
management fees, after fee waivers:
33
Fiscal Year Ended Incurred Paid Waived
------------------------------------------------------------------
12/31/06 $1,260,007 $812,502 $447,505
12/31/05 $1,441,456 $1,004,566 $436,890
12/31/04 $1,729,327 $952,169 $777,158
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;
investment management fees; transfer and dividend disbursing agent fees and
costs; accounting fees; 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 for 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 the
national distributor for the other Delaware Investments(R) Funds. The Board
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 Amounts Net
of Underwriting Re-allowed Commission
Fiscal Year Ended Commission to Dealers to DDLP
--------------------------------------------------------------------
12/31/06 $52,876 $44,921 $7,955
12/31/05 $95,906 $80,443 $15,463
12/31/04 $176,458 $139,967 $36,491
During the last three fiscal years, the Distributor received, in the
aggregate, limited contingent deferred sales charge ("Limited CDSC") payments
with respect to Class A Shares of the Fund as follows:
-------------------------------------------------------------
CDSC Payments
------------------------------ ------------------------------
Fiscal Year Ended Class A Shares
------------------------------ ------------------------------
12/31/06 $8
------------------------------ ------------------------------
12/31/05 $70
------------------------------ ------------------------------
12/31/04 $1,869
------------------------------ ------------------------------
During the last three fiscal years, the Distributor received contingent
deferred sales charge ("CDSC") payments with respect to Class B Shares and Class
C Shares as follows:
------------------------------------------------------------------------
CDSC Payments
---------------------- ------------------- -----------------------------
Fiscal Year Ended Class B Shares Class C Shares
---------------------- ------------------- -----------------------------
12/31/06 $11,136 $1,566
---------------------- ------------------- -----------------------------
12/31/05 $44,312 $6,340
---------------------- ------------------- -----------------------------
12/31/04 $86,443 $85,366
---------------------- ------------------- -----------------------------
Lincoln Financial Distributors, Inc. ("LFD"), an affiliate of the Manager,
serves as the Fund's financial intermediary wholesaler pursuant to a Third
Amended and Restated Financial Intermediary Distribution Agreement (the
"Financial Intermediary Agreement") with the Distributor as of January 1, 2007.
LFD is primarily responsible for promoting the sale of Fund shares through
broker/dealers, financial advisors, and other financial intermediaries
(collectively, "Financial Intermediaries"). The address of LFD is 2001 Market
Street, Philadelphia, PA 19103-
34
7055. The Distributor pays LFD for the actual expenses incurred by LFD in
performing its duties under the Financial Intermediary Agreement as determined
by the Distributor's monthly review of information retrieved from Lincoln
Financial Group's applicable expense management system. Based on this review,
the Distributor may request that LFD provide additional information describing
its expenses in detail reasonably acceptable to the Distributor. Additionally,
the parties shall agree from time to time to a mechanism to monitor LFD's
expenses. 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, as amended. 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(R) Funds.
The Transfer Agent is paid a fee by the Fund for providing these services
consisting of an annual per account charge of $27.00 for each open and $10.00
for each 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, including a majority of the Independent Trustees.
Each Fund, in addition to the Transfer Agent, has authorized one or more
brokers to accept on its behalf purchase and redemption orders. 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 purchase or redemption order when an authorized broker
or, if applicable, a broker's authorized designee, accepts the order.
DST Systems, Inc. provides sub-transfer agency services for the Fund. In
connection with these services, DST administers the overnight investment of cash
pending investment in the Fund or payment of redemptions. The proceeds of this
investment program are used to offset the Fund's transfer agency expenses.
Fund Accountants
Effective October 1, 2007, Mellon Bank, N.A. ("Mellon"), One Mellon Center,
Pittsburgh PA 15258, provides fund accounting and financial administration
services to the Fund. Those services include performing functions related to
calculating the Fund's NAV and providing financial reporting information,
regulatory compliance testing and other related accounting services. For these
services, the Fund pays Mellon Bank, N.A. an asset-based fee, subject to certain
fee minimums plus certain out-of-pocket expenses and transactional charges.
Effective October 1, 2007, DSC provides fund accounting and financial
administration oversight services to the Fund. Those services include overseeing
the Fund's pricing process, the calculation and payment of fund expenses, and
financial reporting in shareholder reports, registration statements and other
regulatory filings. DSC also manages the process the process for the payment of
dividends and distributions and the dissemination of Fund NAVs and performance
data. For these services, the Fund pays DSC an asset-based fee, plus certain
out-of-pocket expenses and transactional charges. The fees payable to Mellon
Bank, N.A. and DSC under the service agreements described above will be
allocated among all funds in the Delaware Investments(R) Funds on a relative NAV
basis. Prior to October 1, 2007, DSC provided fund accounting and financial
administration services to the Delaware Investments(R) Funds at an annual rate
of 0.04% of each such Fund's average daily net assets.
Custodian
Mellon Bank, N.A. ("Mellon"), One Mellon Center, Pittsburgh, PA 15258,
serves as custodian of the Fund's securities and cash. As custodian for the
Fund, Mellon 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.
35
With respect to foreign securities, Mellon makes arrangements with
sub-custodians who were approved by the Board in accordance with Rule 17f-5 of
the 1940 Act. When selecting foreign sub-custodians, the Trustees consider a
number of factors, including, but not limited to, the reliability and financial
stability of the institution, the ability of the institution to provide
efficiently the custodial services required for the Fund, and the reputation of
the institutions in the particular country or region.
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 each portfolio manager is primarily responsible as of November [__],
2007. Any accounts managed in a personal capacity appear under "Other Accounts"
along with other accounts managed on a professional basis. The personal account
information is current as of the most recent calendar quarter end for which
account statements are available.
No. of Total Assets
Accounts with in Accounts with
No. of Total Assets Performance- Performance-
Accounts Managed Based Fees Based Fees
---------------------------------------------------------------------------------------------
Roger A. Early
Registered Investment 16 $6.7 billion 0 $--
Companies
Other pooled Investment 1 $13.5 million 0 $--
Vehicles
Other Accounts 2 $750.4 billion 1 $--
Paul Grillo
Registered Investment 12 $2.9 billion 0 $--
Companies
Other pooled Investment 2 $15.7 million 0 $--
Vehicles
Other Accounts 13 $900.0 million 1 $678.7 million
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, an 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 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 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.
36
One of the accounts managed by Mr. Grillo has a performance-based fee. This
compensation structure presents a potential conflict of interest because Mr.
Grillo has an incentive to manage such an account so as to enhance the
performance of the account, to the possible detriment of other accounts for
which he does not receive a performance-based fee.
Compensation Structure
Each portfolio's 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: 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 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.
With respect to Mr. Early, due to transitioning of responsibilities, Mr.
Early's bonus for the past year were guaranteed. It is anticipated that going
forward an objective component will be added that is reflective of account
performance relative to an appropriate peer group or database.
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 growth of the Manager. 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 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
37
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, 2006, the Fund's portfolio managers owned the following
amounts of Fund shares:
Dollar Range Of Fund
Portfolio Manager Shares Owned(1)
----------------- ---------------------
Roger A. Early None
Paul Grillo Over $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. A number of 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
----------------- -----------
12/31/06 $19,952
12/31/05 $31,524(1)
12/31/04 $78,009
(1) The decrease in the amount of brokerage commissions paid was due
to a decrease in trading activity.
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
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 mutual
38
funds and accounts managed by it, and may not be used, or used exclusively, with
respect to the mutual 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(R) 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, 2006, none of the Fund's
portfolio transactions were directed to broker/dealers for brokerage and
research services provided.
As of December 31, 2006, the Fund held the following securities of its
regular broker/dealers, as defined in Rule 10b-1 under the 1940 Act, or such
broker/dealers' parents:
---------------------------------- ----------------------------------
Name of Regular Broker/Dealer Value of Any Securities Owned
(000s omitted)
---------------------------------- ----------------------------------
Bear Stearns $3,500
---------------------------------- ----------------------------------
Credit Suisse First Boston $2,255
---------------------------------- ----------------------------------
Merrill Lynch, Pierce, Fenner $2,530
---------------------------------- ----------------------------------
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 that the
advantages of combined orders outweigh the possible disadvantages of separate
transactions.
Consistent with the Financial Industry Regulatory Authority ("FINRA"), 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.
39
--------------------------------------------------------------------------------
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.
All shares are, when issued in accordance with the Trust's registration
statement (as it may be amended from time to time), governing instruments and
applicable law, fully paid and non-assessable. Shares do not have pre-emptive
rights. All shares of the Fund represent an undivided proportionate interest in
the assets of the Fund. 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 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. Effective November 27, 2007, Delaware Limited-Term Government
Fund changed its name to Delaware Limited-Term Diversified Income Fund.
Non-cumulative 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
--------------------------------------------------------------------------------
Effective at the close of business on May 31, 2007, no new or subsequent
investments, including investments through automatic investment plans and by
qualified retirement plans (such as 401(k) plans, 403(b) plans, or 457 plans),
will be allowed in Class B shares in the Fund, except through a reinvestment of
dividends or capital gains or permitted exchanges. Existing shareholders of
Class B shares may continue to hold their Class B shares, reinvest dividends
into Class B shares, and exchange their Class B shares of one Delaware
Investments Fund for
40
Class B shares of another Delaware Investments Fund, as permitted by existing
exchange privileges.
For Class B shares outstanding as of May 31, 2007 and Class B shares acquired
upon reinvestment of dividends or capital gains, all Class B share attributes,
including the CDSC schedules, conversion to Class A schedule, and distribution
and service (12b-1) fees, will continue in their current form. You will be
notified via Supplement if there are any changes to these attributes, sales
charges, or fees.
Effective at the close of business on May 31, 2007, the 12-month reinvestment
privilege described in the Section entitled "Purchasing Shares -- 12-Month
Reinvestment Privilege" will no longer apply to Class B 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(R) 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
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 have the responsibility of transmitting orders promptly.
The Fund reserves the right to reject any order for the purchase of its shares
if in the opinion of management such rejection is in such Fund's best interest.
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(R) 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
will 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.
41
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.
FINRA 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.
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.
Accounts of certain omnibus accounts and managed or asset-allocation
programs may maintain balances that are below the minimum stated account balance
without incurring a service fee or being subject to involuntary redemption.
Alternative Purchase Arrangements-- Class A, B, C, and R 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.
42
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, and 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 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.
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 Intent 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(R) 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 Intent 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.
43
An exchange from other Delaware Investments(R) 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(R) Fund. In the event of an exchange of 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. 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
44
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 (as defined below) 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.
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 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 with respect to
45
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.
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 all been
approved by the Board, 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 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'
46
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 Board, 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.
For the fiscal year ended December 31, 2006, the Rule 12b-1 payments under
the Fund Classes' Plans were as indicated below.
---------------------------------- ------------ ----------- ----------- -----------
Class A Class B Class C Class R
Shares Shares Shares Shares
---------------------------------- ------------ ----------- ----------- -----------
Annual/Semiannual Reports $2,284 $451 -- --
---------------------------------- ------------ ----------- ----------- -----------
Broker Trails $230,318 $23,778 $244,241 $10,204
---------------------------------- ------------ ----------- ----------- -----------
Broker Sales Charges -- $62,480 $1,305 --
---------------------------------- ------------ ----------- ----------- -----------
Dealer Service Expenses
---------------------------------- ------------ ----------- ----------- -----------
Interest on Broker Sales Charges -- $7,684 $18,756 --
---------------------------------- ------------ ----------- ----------- -----------
Commissions to Wholesalers $13,424 -- -- --
---------------------------------- ------------ ----------- ----------- -----------
Promotional-Other $3,428 $880 -- --
---------------------------------- ------------ ----------- ----------- -----------
Prospectus Printing $1,143 $643 -- --
---------------------------------- ------------ ----------- ----------- -----------
Wholesaler Expenses $18,076 $6,271 -- $12
---------------------------------- ------------ ----------- ----------- -----------
Total $268,673 $102,186 $264,302 $10,216
---------------------------------- ------------ ----------- ----------- -----------
Other Payments to Dealers-- Class A Shares, Class B Shares, Class C Shares, and
Class R Shares
The Distributor, LFD, and their affiliates may pay compensation at their
own expense and not as an expense of the Fund, to Financial Intermediaries in
connection with the sale or retention of Fund shares and/or shareholder
servicing ("distribution assistance"). For example, the Distributor may pay
additional compensation to Financial Intermediaries for various purposes,
including, but not limited to, promoting the sale of Fund shares, maintaining
share balances and/or for sub-accounting, administrative or shareholder
processing services, marketing, and educational support, and ticket charges.
Such payments are in addition to any distribution fees, service fees and/or
transfer agency fees that may be payable by the Fund. The additional payments
may be based on factors, including level of sales (based on gross or net sales
or some specified minimum sales or some other similar criteria related to sales
of the Fund and/or some or all other Delaware Investments(R) Funds), amount of
assets invested by the Financial Intermediary's customers (which could include
current or aged assets of the Fund and/or some or all other Delaware
Investments(R) Funds), the Fund's advisory fees, some other agreed upon amount,
or other measures as determined from time to time by the Distributor.
A significant purpose of these payments is to increase sales of the Fund's
shares. The Fund's Manager or its affiliates may benefit from the Distributor's
or LFD's payment of compensation to Financial Intermediaries through increased
fees resulting from additional assets acquired through the sale of Fund shares
through such Financial Intermediaries.
47
Special Purchase Features -- Class A Shares
Buying Class A Shares at Net Asset Value: The Fund Classes' Prospectus 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' Prospectus, 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 one or
more Delaware Investments(R) 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(R) 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" below
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
program or had a product participation agreement with the sponsor
of the alliance program.
As disclosed in the Fund Classes' Prospectus 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(R) Funds ("eligible
Delaware Investments(R) Fund shares"), as well as shares of designated classes
of non- Delaware Investments(R) Funds("eligible non- Delaware Investments(R)
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(R) 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(R) Fund shares. See
"Combined Purchases Privilege" below.
Participants in Allied Plans may exchange all or part of their eligible
Delaware Investments(R) Fund shares for other eligible Delaware Investments(R)
Fund shares or for eligible non- Delaware Investments(R) Fund shares at NAV
without payment of a front-end sales charge. However, exchanges of eligible fund
shares, both Delaware Investments(R)and non-Delaware Investments(R) Funds, which
were not subject to a front end sales charge, will be subject to the applicable
sales charge if exchanged for eligible Delaware Investments(R) 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" under "Investment Plans" below.
48
A dealer's commission may be payable on purchases of eligible Delaware
Investments(R) 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(R) Fund shares in connection with Allied Plans, all
participant holdings in the Allied Plan will be aggregated. See "Class A Shares"
above under "Alternative Investment Arrangements."
The Limited CDSC is applicable to redemptions of NAV 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' Prospectus, apply to redemptions by
participants in Allied Plans except in the case of exchanges between eligible
Delaware Investments and non- Delaware Investments(R) Fund shares. When eligible
Delaware Investments(R) Fund shares are exchanged into eligible non- Delaware
Investments(R) 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 Intent: 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 Intent 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. The Fund no longer accepts retroactive Letters of Intention.
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 the difference. Such purchasers may include the values (at
offering price at the level designated in their Letter of Intent) of all their
shares of the Fund and of any class of any of the other Delaware Investments(R)
Funds previously purchased and still held as of the date of their Letter of
Intent 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(R) 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 Intent, Class B Shares and Class C Shares of the
Fund and the corresponding classes of shares of other Delaware Investments(R)
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(R)
Funds.
Employers offering a Delaware Investments retirement plan may also complete
a Letter of Intent 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
Intent 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(R) 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 Intent based on this acceptance criteria. The
13-month period will begin on the date this Letter of Intent 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 Intent is
not fulfilled within the 13-month period, the plan level will be adjusted
(without completing another Letter of Intent) 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 Intent) 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(R) 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
49
Class of shares you own of a Fund and all other Delaware Investments(R) 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(R) 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(R) Funds, as well as shares
of any other class of any of the other Delaware Investments(R) Funds which offer
such classes (except shares of any Delaware Investments(R) Funds 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.
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(R)
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(R) 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(R) 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(R) 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(R) 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(R)
Fund, including charges and expenses.
50
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' Prospectus, based on total plan assets. If a company has
more than one plan investing in Delaware Investments(R) 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. 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.
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(R) Fund. See
"Contingent Deferred Sales Charge for Certain Redemptions of Class A Shares
Purchased at Net Asset Value" under "Redemption and Exchange" below.
--------------------------------------------------------------------------------
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 of the respective Fund
Class in which an investor has an account (based on the NAV 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 NAV in effect on the
reinvestment date). A confirmations of each dividend payment from net investment
income and of any distributions from realized securities profits will be mailed
to shareholders in the first quarter of the next 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 to the specific Fund 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 Institutional Share Classes at the
NAV, 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(R) 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(R) 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 Delaware Investments(R) Fund in which
the investor does not then have an account will be treated like all other
initial purchases of the Delaware
51
Investments(R) Fund's shares. Consequently, an investor should obtain and read
carefully the prospectus for the Delaware Investments(R) 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(R)
Fund, including charges and expenses.
Subject to the following limitations, dividends and/or distributions from
other Delaware Investments(R) 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. Dividends from
Institutional Class Shares may only be directed to other Institutional Class
Shares.
Capital gains and/or dividend distributions for participants in the
following retirement plans are automatically reinvested into the same Delaware
Investments(R) 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(R) 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 at 800 523-1918 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 similar class of the Delaware Investments(R) Funds
will qualify for treatment as if such proceeds had been exchanged from another
Delaware Investments(R) 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(R) 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' Shares, 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.
52
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
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 MoneyLine(SM) On Demand transactions.
It may take up to four business days for the transactions to be completed.
A business day is any day that the New York Stock Exchange ("NYSE") is open for
business (each a "Business Day"). 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(R) Funds. Shareholders of the Fund Classes may elect to
invest in one or more of the other Delaware Investments(R) 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(R) Funds,
subject to the conditions and limitations set forth in the Fund Classes'
Prospectus. 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.
53
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 financial adviser 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.
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 the Funds' Institutional Class Prospectus for information about the
availability of Institutional Class Shares. For additional information on any of
the plans and Delaware Investments(R) retirement services, call the Shareholder
Service Center at 800 523-1918.
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DETERMINING OFFERING PRICE AND NET ASSET VALUE
--------------------------------------------------------------------------------
54
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, its 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 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, President's
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving, and
Christmas. The time at which transactions and shares are priced and the time by
which orders must be received may be changed in case of emergency or if regular
trading on the NYSE is stopped at a time other than 4:00 p.m. Eastern Time. 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 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.
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REDEMPTION AND EXCHANGE
--------------------------------------------------------------------------------
General Information
55
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(R) 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 the redemption of Fund 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 agents, 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 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 Manager 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
56
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
cases, 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' Prospectus. 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(R) Funds (in each
case, "New Shares") in a permitted exchange, will not be subject to a 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(R) 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(R)
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(R) Funds. 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(R) 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
57
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(R) 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(R) 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(R) Fund to be a market
timer.
Market timing of a Delaware Investments(R) Fund occurs when investors make
consecutive rapid short-term "roundtrips," or in other words, purchases into a
Delaware Investments(R) 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(R) 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.
* * *
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.
Written Redemption
You can write to the Fund at P.O. Box 219656, Kansas City, MO 64121-9656 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
58
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 P.O. Box 219656, Kansas City, MO
64121-9656) to request an exchange of any or all of your shares into another
Delaware Investments(R) Fund, subject to the same conditions and limitations as
other exchanges noted above.
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.
The Fund and its Transfer Agent are not 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.
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 at 800 523-1918 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
59
can exchange your shares into other Delaware Investments(R) Funds under the same
registration, 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 amount 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(R) 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
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 MoneyLine(SM) On Demand transactions. For more information,
see "MoneyLine(SM) On Demand" under "Investment Plans" 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 retirement 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.
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(R) Funds or is investing in Delaware Investments(R) 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 NAV 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
60
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. 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 for 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(R) Fund and, in the event
of an exchange of Class A Shares, the "NAV of such shares at the time of
redemption" will be the NAV of the shares acquired in the exchange.
Redemptions of such Class A Shares held for more than one year will not be
subject to the Limited CDSC and an exchange of such Class A Shares into another
Delaware Investments(R) 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.
61
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 NAV 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.
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DISTRIBUTIONS AND TAXES
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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.
The Trust anticipates distributing to its shareholders substantially all of
the Fund's net investment income. Any distributions from net realized securities
profits will be made twice a year. The first payment will be made during the
first quarter of the next fiscal year. The second payment will be made near the
end of the calendar year, typically in November, to comply with certain
requirements of the Code.
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 Postal Service 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 Postal Service 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.
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
62
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.
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 (other than any
qualified dividends) 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. Any net short-term or long-term capital
gain realized by the Fund (net of any capital loss carryovers) generally will be
distributed twice each year and may be distributed more frequently, if
necessary, in order to reduce or eliminate federal excise or income taxes on the
Fund.
Returns of Capital. If the Fund's distributions exceed its taxable income
and capital gains realized during a taxable year, all or a portion of the
distributions made in the same taxable year may be recharacterized as a return
of capital to shareholders. A return of capital distribution will generally not
be taxable, but will reduce each shareholder's cost basis in the Fund and result
in a higher reported capital gain or lower reported capital loss when those
shares on which the distribution was received are sold. Any return of capital in
excess of your basis, however, is taxable as a capital gain.
Effect of Foreign Withholding Taxes. The Fund may be subject to foreign
withholding taxes on income from certain foreign securities. This, in turn,
could reduce the Fund's distributions paid to you.
Effect of Foreign Debt Investments on Distributions. Most foreign exchange
gains realized on the sale of debt securities are treated as ordinary income by
the Fund. Similarly, foreign exchange losses realized on the sale of debt
securities generally are treated as ordinary losses. These gains when
distributed are taxable to you as ordinary income, and any losses reduce the
Fund's ordinary income otherwise available for distribution to you. This
treatment could increase or decrease the Fund's ordinary income distributions to
you, and may cause some or all of the Fund's previously distributed income to be
classified as a return of capital.
PFIC Securities. The Fund may invest in securities of foreign entities that
could be deemed for tax purposes to be passive foreign investment companies
("PFICs"). When investing in PFIC securities, the Fund intends to mark-to-market
these securities and will recognize any gains at the end of its fiscal and
excise (described below) tax years. Deductions for losses are allowable only to
the extent of any current or previously recognized gains. These gains (reduced
by allowable losses) are treated as ordinary income that the Fund is required to
distribute, even though it has not sold the securities. You should also be aware
that the designation of a foreign security as a PFIC security will cause its
income dividends to fall outside of the definition of qualified foreign
corporation dividends. These dividends generally will not qualify for the
reduced rate of taxation on qualified dividends when distributed to you by the
Fund. In addition, if the Fund is unable to identify an investment as a PFIC and
thus does not make a mark-to-market election, the Fund may be subject to U.S.
federal income tax on a portion of any "excess distribution" or gain from the
disposition of such shares even if such income is distributed as a taxable
dividend by the Fund to its shareholders. Additional charges in the nature of
interest may be imposed on the Fund in respect of deferred taxes arising from
such distributions or gains.
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
63
Fund shares for a full year, the Fund may designate and distribute to you, as
ordinary income, qualified dividends or capital gains, and in the case of
non-U.S. shareholders the Fund may further designate and distribute as
interest-related dividends and short-term capital gain dividends, 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 to shareholders of record in such month, 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 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 qualified
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 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. As a regulated investment company,
the Fund is required to distribute its income and gains on a calendar year
basis, regardless of the Fund's fiscal year end as follows:
Required Distributions. 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.
Post-October Losses. Because the periods for measuring a regulated
investment company's income are different for excise and income tax purposes
special rules are required to protect the amount of earnings and profits needed
to support excise tax distributions. For instance, if a regulated investment
company that uses October 31st as the measurement period for paying out capital
gain net income realizes a net capital loss after October 31 and before the
close of its taxable year, the fund likely would have insufficient earnings and
profits for that taxable year to support the dividend treatment of its required
distributions for that calendar year. Accordingly, the Fund is permitted to
elect to treat net capital losses realized between November 1 and its fiscal
year end of December 31
64
("post-October loss") as occurring on the first day of the following tax year
(i.e., January 1).
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.
Conversion of Class B Shares to Class A Shares. The automatic conversion of
Class B Shares into Class A Shares at the end of approximately five years after
purchase will be tax-free for federal income tax purposes. Shareholders should
consult their tax advisers regarding the state and local tax consequences of the
conversion of Class B Shares into Class A Shares, or any other conversion or
exchange of 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 obligations, such as
repurchase agreements collateralized by U.S. Government obligations, commercial
paper and federal agency-backed obligations (e.g., GNMA or Federal National
Mortgage Association ("FNMA") 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 nonqualified 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 income of the Fund primarily is
derived from investments earning interest rather than dividend income, it is
anticipated that this percentage of qualified dividend income will be none or
small.
65
Both the Fund and the investor must meet certain holding period
requirements to qualify Fund dividends for this treatment. Specifically, the
Fund must hold the stock for at least 61 days during the 121-day period
beginning 60 days before the stock becomes ex-dividend. Similarly, investors
must hold their Fund shares for at least 61 days during the 121-day period
beginning 60 days before the Fund distribution goes ex-dividend. The ex-dividend
date is the first date following the declaration of a dividend on which the
purchaser of stock is not entitled to receive the dividend payment. When
counting the number of days you held your Fund shares, include the day you sold
your shares but not the day you acquired these shares.
While the income received in the form of a qualified dividend is taxed at
the same rates as long-term capital gains, such income will not be considered as
a long-term capital gain for other federal income tax purposes. For example, you
will not be allowed to offset your long-term capital losses against qualified
dividend income on your federal income tax return. Any qualified dividend income
that you elect to be taxed at these reduced rates also cannot be used as
investment income in determining your allowable investment interest expense. For
other limitations on the amount of or use of qualified dividend income on your
income tax return, please contact your personal tax advisor.
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. If 95% or more of the Fund's income is from
qualified sources, it will be allowed to designate 100% of its ordinary income
distributions as qualified dividend income.
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.
The availability of the dividends-received deduction is subject to certain
holding period and debt financing restrictions imposed under the Code on the
corporation claiming the deduction. The amount that the Fund may designate as
eligible for the dividends-received deduction will be reduced or eliminated if
the shares on which the dividends earned by the Fund were debt-financed or held
by the Fund for less than a minimum period of time, generally 46 days during a
91-day period beginning 45 days before the stock becomes ex-dividend. Similarly,
if your Fund shares are debt-financed or held by you for less than a 46-day
period then the dividends-received deduction for Fund dividends on your shares
may also be reduced or eliminated. Even if designated as dividends eligible for
the dividends-received deduction, all dividends (including any deducted portion)
must be included in your alternative minimum taxable income calculation.
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, and, in limited cases, subject the
Fund to U.S. federal income tax on income from certain foreign securities. 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. These rules could,
therefore, affect the amount, timing or character of the income distributed to
you by the Fund. For example:
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.
66
Derivatives. The Fund is permitted to invest in certain options, futures or
foreign currency 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 ordinary income arising from certain foreign
currency contracts), and to realize and distribute any resulting income and
gains.
Short Sales and Securities Lending Transactions. The Fund's entry into a
short sale transaction or an option or other contract could be treated as the
"constructive sale" of an "appreciated financial position," causing it to
realize gain, but not loss, on the position. Additionally, the Fund's entry into
securities lending transactions may cause the replacement income earned on the
loaned securities to fall outside of the definition of qualified dividend
income. This replacement income generally will not be eligible for reduced rates
of taxation on qualified dividend income, and, to the extent that debt
securities are loaned, will generally 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.
Investment in Certain Mortgage Pooling Vehicles (Excess Inclusion Income).
The Fund may invest in equity interests in certain mortgage pooling vehicles
formed as REMICs. The portion of the Fund's income received from REMIC residual
interests, either directly or through an investment in a real estate investment
trust ("REIT") that holds such interests or qualifies as a taxable mortgage pool
(such income is referred to in the Code as "excess inclusion income") generally
is required to be allocated by the Fund to the Fund's shareholders in proportion
to the dividends paid to such shareholders with the same consequences as if the
shareholders received the excess inclusion income directly.
Under these rules, the Fund will be taxed at the highest corporate income
tax rate on its excess inclusion income that is allocable to the percentage of
its shares held in record name by "disqualified organizations," which are
generally certain cooperatives, governmental entities and tax-exempt
organizations that are not subject to tax on unrelated business taxable income.
To the extent that Fund shares owned by "disqualified organizations" are held in
record name by a broker/dealer or other nominee, the broker/dealer or other
nominee would be liable for the corporate level tax on the portion of the Fund's
excess inclusion income allocable to Fund shares held by the broker/dealer or
other nominee on behalf of the "disqualified organizations." The Fund expects
that disqualified organizations own their shares. Because this tax is imposed at
the Fund level, all shareholders, including shareholders that are not
disqualified organizations, will bear a portion of the tax cost associated with
the Fund's receipt of excess inclusion income. However, to the extent
permissible under the 1940 Act, a regulated investment company such as the Fund
is permitted under Treasury Regulations to specially allocate this tax expense
to the disqualified organizations to which it is attributable, without a concern
that such an allocation will constitute a preferential dividend.
In addition, with respect to Fund shareholders who are not nominees, for
Fund taxable years beginning on or after January 1, 2007, the Fund must report
excess inclusion income to shareholders in two cases:
o If the excess inclusion income received by the Fund from all sources
exceeds 1 % of the Fund's gross income, it must inform the non-nominee
shareholders of the amount and character of excess inclusion income
allocated to them; and
o If the Fund receives excess inclusion income from a REIT whose excess
inclusion income in its
67
most recent tax year ending not later than nine months before the
first day of the Fund's taxable year exceeded 3% of the REIT's total
dividends, the Fund must inform its non-nominee shareholders of the
amount and character of the excess inclusion income allocated to them
from such REIT.
Under these rules, the taxable income of any Fund shareholder can in no
event be less that the sum of the excess inclusion income allocated to that
shareholder and any such excess inclusion income cannot be offset by net
operating losses of the shareholder. If the shareholder is a tax-exempt entity
and not a "disqualified organization," then this income is fully taxable as
unrelated business taxable income under the Code. Charitable reminder trusts do
not incur UBTI by receiving excess inclusion income from the Fund. If the
shareholder is a non-U.S. person, such shareholder would be subject to U.S.
federal income tax withholding at a rate of 30% on this income without reduction
or exemption pursuant to any otherwise applicable income tax treaty. If the
shareholder is a REIT, a regulated investment company, common trust fund or
other pass-through entity, such shareholder's allocable share of the Fund's
excess inclusion income would be considered excess inclusion income of such
entity and such entity would be subject to tax at the highest corporate tax rate
on any excess inclusion income allocated to their owners that are disqualified
organizations. Accordingly, investors should be aware that a portion of the
Fund's income may be considered excess inclusion income.
Credit Default Swap Agreements. The Fund may enter into credit default swap
agreements. The rules governing the tax aspects of swap agreements that provide
for contingent non-periodic payments of this type are in a developing stage and
are not entirely clear in certain aspects. Accordingly, while the Fund intends
to account for such transactions in a manner deemed to be appropriate, the IRS
might not accept such treatment. The Fund intends to monitor developments in
this area. Certain requirements that must be met under the Code in order for the
Fund to qualify as a regulated investment company may limit the extent to which
the Fund will be able to engage in credit default swap agreements.
Investments in Securities of Uncertain Tax Character. The Fund may invest
in securities the U.S. Federal income tax treatment of which may not be clear or
may be subject to recharacterization by the IRS. To the extent the tax treatment
of such securities or the income from such securities differs from the tax
treatment expected by the Fund, it could affect the timing or character of
income recognized by the Fund, requiring the Fund to purchase or sell
securities, or otherwise change its portfolio, in order to comply with the tax
rules applicable to regulated investment companies under the Code.
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 (shareholders who, as to the United
States, are a nonresident alien individual, foreign trust or estate, foreign
corporation, or foreign partnership) may be subject to U.S. withholding and
estate tax and are subject to special U.S. tax certification requirements.
Non-U.S. investors 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 a
withholding tax at a lower treaty rate) on U.S. source dividends, including on
income dividends paid to you by the Fund, subject to certain
68
exemptions for dividends designated as capital gain dividends, short-term
capital gain dividends and interest-related dividends as described below.
However, notwithstanding such exemptions from U.S. withholding at the source,
any dividends and distributions of income and capital gains, including the
proceeds from the sale of your Fund shares, will be subject to backup
withholding at a rate of 28% if you fail to properly certify that you are not a
U.S. person.
Capital Gain Dividends and 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, (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. On any payment date, the amount of an income
dividend that is designated by the Fund as an interest-related dividend may be
more or less than the amount that is so qualified. This is because the
designation is based on an estimate of the Fund's qualified interest income for
its entire fiscal year, which can only be determined with exactness at fiscal
year end. As a consequence, the Fund may over withhold a small amount of U.S.
tax from a dividend payment. In this case, the non-U.S. investor's only recourse
may be to either forgo recovery of the excess withholding, or to file a United
States nonresident income tax return to recover the excess withholding.
Further Limitations on Tax Reporting for Interest-Related Dividends and
Short-Term Capital Gain Dividends for Non-U.S. Investors; Sunset Rule. It may
not be practical in every case for the Fund to designate, and the Fund reserves
the right in these cases to not designate, small amounts of interest-related or
short-term capital gain dividends. Additionally, the Fund's designation of
interest-related or short-term capital gain dividends may not be passed through
to shareholders by intermediaries who have assumed tax reporting
responsibilities for this income in managed or omnibus accounts due to systems
limitations or operational constraints. 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 unless such
exemptions are extended or made permanent.
Ordinary Dividends; Effectively Connected Income. 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.
Investment in U.S. Real Property. The Fund may invest in equity securities
of corporations that invest in U.S. real property, including REITs. The sale of
a U.S. real property interest by the Fund, or by a REIT or U.S. real property
holding corporation in which the Fund invests, may trigger special tax
consequences to the Fund's non-U.S. shareholders. The Foreign Investment in Real
Property Tax Act of 1980 ("FIRPTA") makes non-U.S. persons subject to U.S. tax
on disposition of a U.S. real property interest as if he or she were a U.S.
person. Such gain is sometimes referred to as FIRPTA gain. The Code provides a
look-through rule for distributions of FIRPTA gain by a regulated investment
company ("RIC") such as the Fund, as follows:
o The RIC is classified as a qualified investment entity. A "qualified
investment entity" includes a RIC if, in general, more than 50% of the
RIC's assets consists of interests in REITs and U.S. real property
holding corporations;
69
o You are a non-U.S. shareholder that owns more than 5% of a class of
Fund shares at any time during the one-year period ending on the date
of the distribution; and
o If these conditions are met, Fund distributions to you are treated as
gain from the disposition of a U.S. real property interest ("USRPI"),
causing the distribution to be subject to U.S. withholding tax at a
rate of 35%, and requiring that you to file a nonresident U.S. income
tax return.
o In addition, even if you are a non-U.S. shareholder that owns 5% or
less of a class of shares of the Fund classified as a qualified
investment entity, Fund Distributions to you attributable to gain
realized by the Fund from disposition of USRPI will be treated as
ordinary dividends (rather than short- or long-term capital gain)
subject to withholding at a 30% or lower treaty rate.
Because the Fund expects to invest less than 50% of its assets at all
times, directly and indirectly, in U.S. real property interests, the Fund does
not expect to pay any dividends that would be subject to FIRPTA reporting and
tax withholding.
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-8 BEN 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.
U.S. Estate Tax. An individual who, at the time of death, is a Non-U.S.
shareholder will nevertheless be subject to U.S. federal estate tax with respect
to shares at the graduated rates applicable to U.S. citizens and residents,
unless a treaty exception applies. In the absence of a treaty, there is a
$13,000 statutory estate tax credit. A partial exemption from U.S estate tax may
apply to Fund shares 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, unless such provision is extended or made permanent. Transfers by gift
of shares of the Fund by a non-U.S. shareholder who is a nonresident alien
individual will not be subject to U.S. federal gift tax. The tax consequences to
a non-U.S. shareholder entitled to claim the benefits of an applicable tax
treaty may be different from those described herein. Non-U.S. shareholders are
urged to consult their own tax advisers with respect to the particular tax
consequences to them of an investment in the Fund, including the applicability
of foreign tax.
Effect of Future Legislation; Local Tax Considerations. The foregoing
general discussion of U.S. federal income tax consequences is based on the Code
and the regulations issued thereunder as in effect on the date of this Statement
of Additional Information. Future legislative or administrative changes or court
decisions may significantly change the conclusions expressed herein, and any
such changes or decisions may have a retroactive effect with respect to the
transactions contemplated herein. Rules of state and local taxation of ordinary
income, qualified dividend income and capital gain dividends may differ from the
rules for U.S. federal income taxation described above. Distributions may also
be subject to additional state, local and foreign taxes depending on each
shareholder's particular situation. Non-U.S. shareholders may be subject to U.S.
tax rules that differ significantly from those summarized above. Shareholders
are urged to consult their tax advisers as to the consequences of these and
other state and local tax rules affecting investment in the Fund.
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.
70
--------------------------------------------------------------------------------
PERFORMANCE INFORMATION
--------------------------------------------------------------------------------
To obtain the Fund's most current performance information, please call 800
523-1918 or visit www.delawareinvestments.com.
Performance quotations represent the Fund's past performance and should not
be considered as representative of future results. The Fund will calculate their
performance in accordance with the requirements of the rules and regulations
under the 1940 Act, or any other applicable U.S. securities law, as they may be
revised from time to time by the SEC.
71
--------------------------------------------------------------------------------
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 financial statements contained in the
Fund's Annual Report. The Fund's Statement of Net Assets, Statement of
Operations, Statement of Changes in Net Assets, Financial Highlights, and Notes
to Financial Statements, as well as the report (with respect to the Annual
Report only) of Ernst & Young LLP, independent registered public accounting
firm, for the fiscal year ended December 31, 2006 and the semi-annual period
ended June 30, 2007, are included in the Fund's Annual Report and Semi-Annual
Report to shareholders. The financial statements and financial highlights, the
notes relating thereto and the report of Ernst & Young LLP (with respect to the
Annual Report only) listed above are incorporated by reference from the Annual
Report and the Semi-Annual Report into this Part B.
--------------------------------------------------------------------------------
PRINCIPAL HOLDERS
--------------------------------------------------------------------------------
As October 31, 2007, management believes the following accounts held of
record 5% or more of the outstanding shares of Class A Shares, Class B Shares,
Class C Shares, Class R Shares, and the Institutional Class of the Fund.
Management does not have knowledge of beneficial owners.
--------------------- ----------------------------------------------- ----------
CLASS NAME AND ADDRESS PERCENTAGE
--------------------- ----------------------------------------------- ----------
CLASS A SHARES MLPF&S for the Sole Benefit of Its Customers 5.17%
Attn: Fund Admin.
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246
--------------------- ----------------------------------------------- ----------
INSTITUTIONAL Lincoln Financial Group Foundation, Inc. 38.39%
CLASS SHARES 1300 S. Clinton Street
Fort Wayne, IN 46802-3506
--------------------- ----------------------------------------------- ----------
RS DMC Employee MPP Plan 22.66%
c/o Rick Seidel
2005 Market Street
Philadelphia, PA 19103-7042
--------------------- ----------------------------------------------- ----------
MAC & Co. 18.97%
Attn: Mutual Fund Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198
--------------------- ----------------------------------------------- ----------
MAC & Co. 11.07%
Attn: Mutual Fund Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198
--------------------- ----------------------------------------------- -----------
CLASS C SHARES MLPF&S for the Sole Benefit of Its Customers 15.71%
Attn: Fund Admin.
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246
--------------------- ----------------------------------------------- -----------
CLASS R SHARES MLPF&S for the Sole Benefit of Its Customers 30.91%
Attn: Fund Admin.
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246
--------------------- ----------------------------------------------- -----------
Union Bank TR Nominee 18.79%
FBO Ron Harnden 401K Plan
P.O. Box 85484
San Diego, CA 92186
--------------------- ----------------------------------------------- -----------
Reliance TrustCo 15.68%
FBO Zyomyx Inc. 401K
P.O. Box 48529
Atlanta, GA 30362
--------------------- ----------------------------------------------- -----------
72
--------------------- ----------------------------------------------- ----------
CLASS NAME AND ADDRESS PERCENTAGE
--------------------- ----------------------------------------------- ----------
CLASS R (con't) Union Bank TR Nominee 10.72%
FBO Eric B. Metz 401K Plan
P.O. Box 85484
San Diego, CA 92186
--------------------- ----------------------------------------------- -----------
MG Trust Company 5.45%
FBO Skinner Sales & Service 401K Plan
Denver, CO 80202
--------------------- ----------------------------------------------- -----------
MG Trust Company 5.39%
FBO TEK Labels & Printing 401K Plan
Denver, CO 80202
--------------------- ----------------------------------------------- -----------
73
--------------------------------------------------------------------------------
APPENDIX A--DESCRIPTION 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.
74
PART C
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS
FILE NOS. 002-75526 / 811-03363
POST-EFFECTIVE AMENDMENT NO. 62
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) Articles of Incorporation.
(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.
(i) Executed Certificate of Amendment (November 15, 2006)
to the Executed Agreement and Declaration of Trust
incorporated into this filing by reference to
Post-Effective Amendment No. 60 filed April 27, 2007.
(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 (November 16, 2006)
incorporated into this filing by reference to Post-Effective
Amendment No. 60 filed April 27, 2007.
(c) Instruments Defining Rights of Security Holders.
(1) Agreement Declaration of Trust. Articles III, IV, V and VI
of 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) By-Laws. Article II of Amended and Restated By-Laws
(November 16, 2006) incorporated into this filing by
reference to Post-Effective Amendment No. 60 filed April 27,
2007.
(d) Investment Advisory Contracts.
(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.
(i) Executed Investment Advisory Expense Limitation Letter
(April 26, 2007) 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. 60 filed April 27,
2007.
(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.
1
(ii) Executed Distribution Expense Limitation Letter (April
2007) between Delaware Distributors, L.P. and the
Registrant incorporated into this filing by reference
to Post-Effective Amendment No. 60 filed April 27,
2007.
(2) Executed Third Amended and Restated Financial Intermediary
Distribution Agreement (January 1, 2007) incorporated into
this filing by reference to Post-Effective Amendment No. 60
filed April 27, 2007.
(3) Dealer's Agreement incorporated into this filing by
reference to Post-Effective Amendment No. 52 filed April 30,
2001.
(4) Vision Mutual Fund Gateway(R)Agreement (November 2000)
incorporated into this filing by reference to Post-Effective
Amendment No. 54 filed February 27, 2003.
(5) Registered Investment Advisers Agreement (January 2001)
incorporated into this filing by reference to Post-Effective
Amendment No. 54 filed February 27, 2003.
(6) 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 Mutual Fund Custody and Services Agreement (July
20, 2007) between Mellon Bank, N.A. and the Registrant
attached as Exhibit No. EX-99.g.1.
(2) Executed Securities Lending Authorization (July 20, 2007)
between Mellon Bank, N.A. and the Registrant attached as
Exhibit No. EX-99.g.2.
(h) Other Material Contracts.
(1) Executed Shareholder 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, 2002) 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 (June 1, 2007) to Shareholder
Services Agreement incorporated into this filing by
reference to Post-Effective Amendment No. 61 filed
September 28, 2007.
(2) Executed Fund Accounting and Financial Administration
Services Agreement (September 28, 2007) between Mellon Bank,
N.A. and the Registrant attached as Exhibit No. EX-99.h.2.
(3) Executed Fund Accounting and Financial Administration
Oversight Agreement (October 1, 2007) between Delaware
Service Company, Inc. and the Registrant attached as Exhibit
No. EX-99.h.3.
(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.
2
(j) Other Opinions. Consent of Independent Registered Public
Accounting Firm (November 2007) attached as Exhibit No. EX-99.j
(k) Omitted Financial Statements. Not applicable.
(l) Initial Capital Agreements. Not applicable.
(m) Rule 12b-1 Plan.
(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 is
incorporated into this filing by reference to Post-Effective
Amendment No. 59 filed April 26, 2006.
(n) Rule 18f-3 Plan. Plan under Rule 18f-3 (October 31, 2005) is
incorporated into this filing by reference to Post-Effective
Amendment No. 59 filed April 26, 2006.
(o) Reserved.
(p) Codes of Ethics.
(1) Code of Ethics for the Delaware Investments Family of Funds
(November 2007) attached as Exhibit No. 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.) (November 2007) attached as
Exhibit No. EX-99.p.2.
(3) Code of Ethics for Lincoln Financial Distributors, Inc.
(June 2007) incorporated into this filing by reference to
Post-Effective Amendment No. 61 filed September 28, 2007.
(q) Other. Powers of Attorney (May 17, 2007) incorporated into this
filing by reference to Post-Effective Amendment No. 61 filed
September 28, 2007.
Item 24. Persons Controlled by or Under Common Control with Registrant. None.
Item 25. Indemnification. Article VII, Section 2 (November 15, 2006) to the
Agreement and Declaration of Trust attached as Exhibit No. EX-99.a.3.
Article VI of the Amended and Restated By-Laws (November 16, 2006)
incorporated into this filing by reference to Post-Effective Amendment
No. 60 filed April 27, 2007.
Item 26. Business and Other Connections of the Investment Adviser.
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(R)(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,
3
Delaware Group Tax-Free Fund, Delaware Group Tax-Free Money Fund,
Delaware Investments Municipal Trust, Delaware Pooled Trust, Delaware
VIP Trust, Optimum Fund Trust, Voyageur Insured Funds, Voyageur
Intermediate Tax-Free Funds, 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 and Delaware Investments Minnesota Municipal
Income Fund II, 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(R), 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(R)(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 Positions and Offices Positions and Offices with Other Positions and Offices
Business Address with Manager Registrant Held
--------------------- ------------------------- ---------------------------- -----------------------------
Patrick P. Coyne President Chairman/President/Chief Mr. Coyne has served in
Executive Officer various executive
capacities within Delaware
Investments
President - Lincoln
National Investment
Companies, Inc.
--------------------- ------------------------- ---------------------------- -----------------------------
Michael J. Hogan(1) None Executive Vice Mr. Hogan has served in
President/Head of Equity various executive
Investments capacities within Delaware
Investments
Executive Vice
President/Chief Investment
Officer/Head of Equity
Investments - Delaware
Investment Advisers (a
series of Delaware
Management Business Trust
--------------------- ------------------------- ---------------------------- -----------------------------
John C.E. Campbell Executive Vice None Mr. Campbell has served in
President/Global various executive
Marketing & Client capacities within Delaware
Services Investments
President/Chief Executive
Officer - Optimum Fund Trust
--------------------- ------------------------- ---------------------------- -----------------------------
Philip N. Russo Executive Vice None Mr. Russo has served in
President/Chief various executive
Administrative Officer capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
See Yeng Quek Executive Vice Executive Vice Mr. Quek has served in
President/Managing President/Managing various executive
Director/Chief Director, capacities within Delaware
Investment Officer, Fixed Income Investments
Fixed Income
Executive Vice
President/Managing Director/
Chief Investment Officer,
Fixed Income -Lincoln
National Investment
Companies, Inc.
--------------------- ------------------------- ---------------------------- -----------------------------
4
--------------------- ------------------------- ---------------------------- -----------------------------
Name and Principal Positions and Offices Positions and Offices with Other Positions and Offices
Business Address with Manager Registrant Held
--------------------- ------------------------- ---------------------------- -----------------------------
Director/Trustee - HYPPCO
Finance Company Ltd.
--------------------- ------------------------- ---------------------------- -----------------------------
Douglas L. Anderson Senior Vice None Mr. Anderson has served in
President/Operations various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Marshall T. Bassett Senior Vice Senior Vice President/ Mr. Bassett has served in
President/Chief Chief Investment Officer -- various executive
Investment Officer -- Emerging Growth Equity capacities within Delaware
Emerging Growth Equity Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Joseph R. Baxter Senior Vice Senior Vice President/ Mr. Baxter has served in
President/Head of Head of Municipal Bond various executive
Municipal Bond Investments capacities within Delaware
Investments Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Christopher S. Beck Senior Vice Senior Vice Mr. Beck has served in
President/Senior President/Senior Portfolio various executive
Portfolio Manager Manager capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Michael P. Buckley Senior Vice Senior Vice President/ Mr. Buckley has served in
President/Director of Director of Municipal various executive
Municipal Research Research capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Michael F. Capuzzi Senior Vice President -- Senior Vice President -- Mr. Capuzzi has served in
Investment Systems Investment Systems various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Lui-Er Chen(2) Senior Vice Senior Vice President/ Mr. Chen has served in
President/Senior Senior Portfolio various executive
Portfolio Manager/Chief Manager/Chief Investment capacities within Delaware
Investment Officer -- Officer -- Emerging Markets Investments
Emerging Markets
--------------------- ------------------------- ---------------------------- -----------------------------
Thomas H. Chow None Senior Vice Mr. Chow has served in
President/Senior Portfolio various executive
Manager capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Robert F. Collins Senior Vice Senior Vice President/ Mr. Collins has served in
President/Senior Senior Portfolio Manager various executive
Portfolio Manager capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Stephen J. Czepiel Senior Vice Senior Vice Mr. Czepiel has served in
President/Senior President/Senior Municipal various executive
Municipal Bond Trader Bond Trader capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Chuck M. Devereux None Senior Vice Mr. Devereux has served in
President/Senior Research various executive
Analyst capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Roger A. Early(3) None Senior Vice Mr. Early has served in
President/Senior Portfolio various executive
Manager capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
James A. Forant Senior Vice None Mr. Forant has served in
President/Director, various executive
Technical Services capacities within Delaware
Investments
-------------------- ------------------------- ---------------------------- -----------------------------
Brian Funk Senior Vice None Mr. Funk has served in
President/Director of various executive
Credit Research capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Brent C. Garrells Senior Vice None Mr. Garrells has served in
President/Senior various executive
Research Analyst capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Stuart M. George Senior Vice Senior Vice President/Head Mr. George has served in
President/Head of of Equity Trading various executive
Equity Trading capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
5
--------------------- ------------------------- ---------------------------- -----------------------------
Name and Principal Positions and Offices Positions and Offices with Other Positions and Offices
Business Address with Manager Registrant Held
--------------------- ------------------------- ---------------------------- -----------------------------
Paul Grillo Senior Vice Senior Vice Mr. Grillo has served in
President/Senior President/Senior Portfolio various executive
Portfolio Manager Manager capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Jonathan Hatcher Senior Vice None Mr. Hatcher has served in
President/Senior various executive
Research Analyst capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
William F. Keelan Senior Vice Senior Vice Mr. Keelan has served in
President/Director of President/Director of various executive
Quantitative Research Quantitative Research capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Kevin P. Loome(4) None Senior Vice Mr. Loome has served in
President/Senior Portfolio various executive
Manager/Head of High Yield capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Francis X. Morris Senior Vice Senior Vice Mr. Morris has served in
President/Chief President/Chief Investment various executive
Investment Officer-- Officer-- Core Equity capacities within Delaware
Core Equity Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Brian L. Murray, Jr. Senior Vice Senior Vice Mr. Murray has served in
President/Chief President/Chief Compliance various executive
Compliance Officer Officer capacities within Delaware
Investments
Senior Vice President/Chief
Compliance Officer -
Lincoln National Investment
Companies, Inc.
--------------------- ------------------------- ---------------------------- -----------------------------
Susan L. Natalini Senior Vice None Ms. Natalini has served in
President/Marketing & various executive
Shared Services capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Zoe Neale(5) Senior Vice Senior Vice Mr. Neale has served in
President/Chief President/Chief Investment various executive
Investment Officer, Officer, International capacities within Delaware
International Equity Equity Investments
--------------------- ------------------------- ---------------------------- -----------------------------
D. Tysen Nutt Senior Vice Senior Vice Mr. Nutt has served in
President/Chief President/Chief Investment various executive
Investment Officer, Officer, capacities within Delaware
Large Cap Value Equity Large Cap Value Investments
--------------------- ------------------------- ---------------------------- -----------------------------
David P. O'Connor Senior Vice Senior Vice President/ Mr. O'Connor has served in
President/Strategic Strategic Investment various executive
Investment Relationships and capacities within Delaware
Relationships and Initiatives/General Counsel Investments
Initiatives/General
Counsel Senior Vice President/
Strategic Investment
Relationships and
Initiatives/ General
Counsel/Chief Legal Officer
- Optimum Fund Trust
Senior Vice President/
Strategic Investment
Relationships and
Initiatives/ General
Counsel/Chief Legal Officer
- Lincoln National
Investment Companies, Inc.
--------------------- ------------------------- ---------------------------- -----------------------------
6
--------------------- ------------------------- ---------------------------- -----------------------------
Name and Principal Positions and Offices Positions and Offices with Other Positions and Offices
Business Address with Manager Registrant Held
--------------------- ------------------------- ---------------------------- -----------------------------
Philip R. Perkins Senior Vice Senior Vice Mr. Perkins has served in
President/Senior President/Senior Portfolio various executive
Portfolio Manager Manager capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Richard Salus Senior Vice President/ Senior Vice Mr. Salus has served in
Controller/Treasurer President/Chief Financial various executive
Officer capacities within Delaware
Investments
Senior Vice President/
Controller/Treasurer -
Lincoln National Investment
Companies, Inc.
Senior Vice President/Chief
Financial Officer - Optimum
Fund Trust
--------------------- ------------------------- ---------------------------- -----------------------------
Jeffrey S. Van Senior Vice Senior Vice Mr. Van Harte has served in
Harte(6) President/Chief President/Chief Investment various executive
Investment Officer-- Officer-- capacities within Delaware
Focus Growth Equity Focus Growth Equity Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Babak Zenouzi(7) Senior Vice Senior Vice Mr. Zenouzi has served in
President/Senior President/Senior Portfolio various executive
Portfolio Manager Manager capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Gary T. Abrams Vice President/Senior None Mr. Abrams has served in
Equity Trader various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Christopher S. Adams Vice Vice President/Portfolio Mr. Adams has served in
President/Portfolio Manager/Senior Equity various executive
Manager/Senior Equity Analyst capacities within Delaware
Analyst Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Damon J. Andres Vice President/Senior Vice President/Senior Mr. Andres has served in
Portfolio Manager Portfolio Manager various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Wayne A. Anglace(8) None Vice President/Credit Mr. Anglace has served in
Research Analyst various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Margaret MacCarthy Vice President/ None Ms. Bacon has served in
Bacon(9) Investment Specialist various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Todd Bassion(10) Vice President/Senior Vice President/Senior Mr. Bassion has served in
Research Analyst Research Analyst various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Richard E. Biester Vice President/Equity None Mr. Biester has served in
Trader various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Christopher J. Vice President/Senior Vice President/Senior Mr. Bonavico has served in
Bonavico(11) Portfolio Manager, Portfolio Manager, Equity various executive
Equity Analyst Analyst capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Vincent A. Vice President/Senior None Mr. Brancaccio has served
Brancaccio Equity Trader in various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Kenneth F. Broad(12) Vice President/Senior Vice President/Senior Mr. Broad has served in
Portfolio Portfolio Manager/Equity various executive
Manager/Equity Analyst Analyst capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
7
--------------------- ------------------------- ---------------------------- -----------------------------
Name and Principal Positions and Offices Positions and Offices with Other Positions and Offices
Business Address with Manager Registrant Held
--------------------- ------------------------- ---------------------------- -----------------------------
Stephen J. Busch Vice President-- None Mr. Busch has served in
Managed Accounts various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Mary Ellen M. Vice President/Client Vice President/Client Ms. Carrozza has served in
Carrozza Services Services various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Stephen G. Catricks Vice Vice President/Portfolio Mr. Catricks has served in
President/Portfolio Manager various executive
Manager capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Wen-Dar Chen(13) None Vice President/Portfolio Mr. Chen has served in
Manager various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Anthony G. Vice Vice President/Associate Mr. Ciavarelli has served
Ciavarelli President/Assistant General Counsel/ Assistant in various executive
General Counsel/ Secretary capacities within Delaware
Assistant Secretary Investments
Vice President/Associate
General Counsel/Assistant
Secretary - Lincoln
National Investment
Companies, Inc.
--------------------- ------------------------- ---------------------------- -----------------------------
Bradley J. None Vice Mr. Cline has served in
Cline(14) President/International various executive
Credit Research Analyst capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
David F. Connor Vice President/Deputy Vice President/Deputy Mr. Connor has served in
General Counsel/ General Counsel/Secretary various executive
Assistant Secretary capacities within Delaware
Investments
Vice President/Deputy
General Counsel/Secretary -
Optimum Fund Trust
Vice President/Deputy
General Counsel/ Secretary
- Lincoln National
Investment Companies, Inc.
--------------------- ------------------------- ---------------------------- -----------------------------
Cori E. Daggett Vice President, Vice President, Associate Ms. Daggett has served in
Counsel, Assistant General Counsel, Assistant various executive
Secretary Secretary capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Craig C. None Vice President/Senior Mr. Dembek has served in
Dembek(15) Research Analyst various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Christopher M. Vice Vice President/Portfolio Mr. Ericksen has served in
Ericksen(16) President/Portfolio Manager, Equity Analyst various executive
Manager, Equity Analyst 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.
--------------------- ------------------------- ---------------------------- -----------------------------
Devon K. Everhart None Vice President/Senior Mr. Everhart has served in
Research Analyst various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
8
--------------------- ------------------------- ---------------------------- -----------------------------
Name and Principal Positions and Offices Positions and Offices with Other Positions and Offices
Business Address with Manager Registrant Held
--------------------- ------------------------- ---------------------------- -----------------------------
Joseph Fiorilla Vice President/Trading None Mr. Fiorilla has served in
Operations various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Charles E. Fish Vice President/Senior None Mr. Fish has served in
Equity Trader various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Clifford M. Fisher Vice President/Senior None Mr. Fisher has served in
Municipal Bond Trader various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Patrick G. Vice Vice President/ Portfolio Mr. Fortier has served in
Fortier(17) President/Portfolio Manager, Equity Analyst various executive
Manager, Equity Analyst capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Paul D. Foster Vice None Mr. Foster has served in
President/Investment various executive
Specialist-- Emerging capacities within Delaware
Growth Equity Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Denise A. Franchetti Vice Vice President/Portfolio Ms. Franchetti has served
President/Portfolio Manager/Municipal Bond in various executive
Manager/Municipal Bond Credit Analyst capacities within Delaware
Credit Analyst Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Lawrence G. None Vice President/Senior Mr. Franko has served in
Franko(18) Equity Analyst various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Henry A. Garrido(19) Vice President/Equity None Mr. Garrido has served in
Analyst various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Daniel V. Geatens None Vice President/Treasurer Mr. Geatens has served in
various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Barry S. Gladstein Vice Vice President/Equity Mr. Gladstein has served in
President/Portfolio Analyst/Portfolio Manager various executive
Manager capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Gregg Gola(20) None Vice President/Senior High Mr. Gola has served in
Yield Trader various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Christopher None Vice President/Senior Mr. Gowlland has served in
Gowlland(21) Quantitative Analyst various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Edward Gray(22) Vice President/Senior Vice President/Senior Mr. Gray has served in
Portfolio Manager Portfolio Manager various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
David J. Hamilton None Vice President/Credit Mr. Hamilton has served in
Research Analyst various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Brian Hamlet(23) None Vice President/Senior Mr. Hamlet has served in
Corporate Bond Trader various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Lisa L. Hansen(24) Vice President/Head of None Ms. Hansen has served in
Focus Growth Equity various executive
Trading capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Gregory M. Vice Vice President/Portfolio Mr. Heywood has served in
Heywood(25) President/Portfolio Manager, Research Analyst various executive
Manager, Equity Analyst capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
9
--------------------- ------------------------- ---------------------------- -----------------------------
Name and Principal Positions and Offices Positions and Offices with Other Positions and Offices
Business Address with Manager Registrant Held
--------------------- ------------------------- ---------------------------- -----------------------------
Sharon Hill Vice President/Head of Vice President/Head of Ms. Hill has served in
Equity Quantitative Equity Quantitative various executive
Research and Analytics Research and Analytics capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
J. David None Vice President/Corporate Mr. Hillmeyer has served in
Hillmeyer(26) Bond Trader various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Christopher M. Vice Vice President/Associate Mr. Holland has served in
Holland President/Portfolio Equity Analyst various executive
Manager II/Portfolio Manager capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Chungwei Hsia(27) None Vice President/Senior Mr. Hsia has served in
Research Analyst various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Michael E. Hughes Vice President/Senior Vice President/Senior Mr. Hughes has served in
Equity Analyst Equity Analyst various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Jordan L. Irving Vice President/Senior Vice President/Senior Mr. Irving has served in
Portfolio Manager Portfolio Manager various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Cynthia Isom Vice President/Senior Vice President/Portfolio Ms. Isom has served in
Portfolio Manager Manager various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Kenneth R. Jackson Vice Vice President/Equity Mr. Jackson has served in
President/Quantitative Trader various executive
Analyst capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Stephen M. None Vice President/Structured Mr. Juszczyszyn has served
Juszczyszyn(28) Products Analyst/Trader in various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Audrey E. Kohart Vice Vice President/Financial Ms. Kohart has served in
President/Financial Planning and Reporting various executive
Planning and Reporting capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Roseanne L. Kropp Vice President/Senior None Ms. Kropp has served in
Fund Analyst II various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Nikhil G. Lalvani Vice President/Senior Vice President/Senior Mr. Lalvani has served in
Equity Equity Analyst/Portfolio various executive
Analyst/Portfolio Manager capacities within Delaware
Manager Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Steven T. Lampe Vice Vice President/Portfolio Mr. Lampe has served in
President/Portfolio Manager various executive
Manager capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Anthony A. Lombardi Vice President/Senior Vice President/Senior Mr. Lombardi has served in
Portfolio Manager Portfolio Manager various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Francis P. Magee Vice President/Equity None Mr. Magee has served in
Business Manager various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
John P. McCarthy(29) None Vice President/Senior Mr. McCarthy has served in
Research Analyst/Trader various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Brian None Vice President/Structured Mr. McDonnell has served in
McDonnell(30) Products Analyst/Trader various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Michael S. Morris Vice Vice President/Portfolio Mr. Morris has served in
President/Portfolio Manager/Senior Equity various executive
Manager/Senior Equity Analyst capacities within Delaware
Analyst Investments
--------------------- ------------------------- ---------------------------- -----------------------------
10
--------------------- ------------------------- ---------------------------- -----------------------------
Name and Principal Positions and Offices Positions and Offices with Other Positions and Offices
Business Address with Manager Registrant Held
--------------------- ------------------------- ---------------------------- -----------------------------
Victor None Vice President/Portfolio Mr. Mostrowski has served
Mostrowski(31) Manager in various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Philip O. Obazee Vice President/ Vice President/ Mr. Obazee has served in
Derivatives Manager Derivatives Manager various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Donald G. Padilla Vice Vice President/Portfolio Mr. Padilla has served in
President/Portfolio Manager/Senior Equity various executive
Manager/Senior Equity Analyst capacities within Delaware
Analyst Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Daniel J. Vice President/Senior Vice President/Senior Mr. Prislin has served in
Prislin(32) Portfolio Portfolio Manager/Equity various executive
Manager/Equity Analyst Analyst capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Gretchen Regan None Vice Ms. Regan has served in
President/Quantitative various executive
Analyst capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Carl Rice Vice President/Senior Vice President/Senior Mr. Rice has served in
Investment Specialist, Investment Specialist, various executive
Large Cap Value Focus Large Cap Value Focus capacities within Delaware
Equity Equity Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Joseph T. Rogina Vice President/Equity None Mr. Rogina has served in
Trader various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Debbie A. Sabo(33) Vice President/Equity None Ms. Sabo has served in
Trader, Focus Growth various executive
Equity capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Kevin C. Schildt Vice President/Senior Vice President/Senior Mr. Schildt has served in
Municipal Credit Analyst Municipal Credit Analyst various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Bruce Schoenfeld(34) Vice President/Equity Vice President/Equity Mr. Schoenfeld has served
Analyst Analyst in various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Richard D. Seidel Vice None Mr. Seidel has served in
President/Assistant various executive
Controller/Assistant capacities within Delaware
Treasurer Investments
Vice President/Assistant
Controller/Assistant
Treasurer - Lincoln
National Investment
Companies, Inc.
--------------------- ------------------------- ---------------------------- -----------------------------
Brian M. Scotto None Vice President/Structured Mr. Scotto has served in
Products Analyst various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Nancy E. Smith Vice President-- Vice President-- Ms. Smith has served in
Investment Accounting Investment Accounting various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Brenda L. Sprigman Vice President/Business None Ms. Sprigman has served in
Manager ---Fixed Income various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Michael T. Taggart Vice None Mr. Taggart has served in
President/Facilities & various executive
Administrative Services capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Rise Taylor Vice President None Ms. Taylor has served in
Strategic Investment various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
11
--------------------- ------------------------- ---------------------------- -----------------------------
Name and Principal Positions and Offices Positions and Offices with Other Positions and Offices
Business Address with Manager Registrant Held
--------------------- ------------------------- ---------------------------- -----------------------------
Rudy D. Torrijos, None Vice President/Portfolio Mr. Torrijos has served in
III Manager various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Michael Tung(35) None Vice President/Portfolio Mr. Tung has served in
Manager various executive
capacities within Delaware
Investments
Vice President/Equity
Analyst -Delaware
Investment Advisers (a
series of Delaware
Management Business Trust)
--------------------- ------------------------- ---------------------------- -----------------------------
Robert A. Vogel, Jr. Vice President/Senior Vice President/Senior Mr. Vogel has served in
Portfolio Manager Portfolio Manager various executive
capacities within Delaware
Investments
-------------------- ------------------------- ---------------------------- -----------------------------
Lori P. Wachs Vice Vice President/Portfolio Ms. Wachs has served in
President/Portfolio Manager various executive
Manager capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Jeffrey S. None Vice President/Equity Mr. Wang has served in
Wang(36) Analyst various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Michael G. None Vice President/Senior Mr. Wildstein has served in
Wildstein(37) Research Analyst various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Kathryn R. Williams Vice Vice President/Associate Ms. Williams has served in
President/Associate General Counsel/Assistant various executive
General Secretary capacities within Delaware
Counsel/Assistant Investments
Secretary
Vice President/Associate
General Counsel/Assistant
Secretary - Lincoln
National Investment
Companies, Inc.
--------------------- ------------------------- ---------------------------- -----------------------------
Nashira Wynn Vice President/Senior Vice President/Senior Ms. Wynn has served in
Equity Equity Analyst/Portfolio various executive
Analyst/Portfolio Manager capacities within Delaware
Manager Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Guojia Zhang(38) Vice President/Equity Vice President/Equity Mr. Zhang has served in
Analyst Analyst various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
Douglas R. None Vice President/Credit Mr. Zinser has served in
Zinser(39) Research Analyst various executive
capacities within Delaware
Investments
--------------------- ------------------------- ---------------------------- -----------------------------
(1) Managing Director/Global Head of Equity (2004-2007) and Director/Portfolio
Strategist (1996-2004), SEI Investments.
(2) Managing Director/Senior Portfolio Manager, Evergreen Investment Management
Company, 1995.
(3) Senior Portfolio Manager, Chartwell Investment Partners, 2003-2007; Chief
Investment Officer, Turner Investments, 2002-2003.
(4) Portfolio Manager/Analyst, T. Rowe Price, 1996-2007.
(5) Portfolio Manager, Thomas Weisel Partners, 2002-2005.
(6) Principal/Executive Vice President, Transamerica Investment Management,
LLC, 1980-2005
(7) Senior Portfolio Manager, Chartwell Investment Partners, 1999-2006.
12
(8) Research Analyst, artmore Global Investments, 2004-2007; Vice President -
Private Client Researcher, Deutsche Bank Alex. Brown, 2000-2004.
(9) Client Service Officer, Thomas Weisel Partners, 2002-2005.
(10) Senior Research Associate, Thomas Weisel Partners, 2002-2005.
(11) Principal/Portfolio Manager, Transamerica Investment Management, LLC,
1993-2005.
(12) Principal/Portfolio Manager, Transamerica Investment Management, LLC,
2000-2005.
(13) Quantitative Analyst, J.P. Morgan Securities, 1998-2004.
(14) Securities Litigation Associate, Sutherland Asbill & Brennan, 2004-2005.
(15) Senior Fixed Income Analyst, Chartwell Investment Partners, 2003-2007;
Senior Fixed Income Analyst, Stein, Roe & Farnham, 2000-2003.
(16) Portfolio Manager, Transamerica Investment Management, LLC, 2004-2005; Vice
President/Portfolio Manager, Goldman Sachs 1994-2004.
(17) Portfolio Manager, Transamerica Investment Management, LLC, 2000-2005.
(18) Finance Professor, University of Massachusetts, 1987-2006; Co-founder,
Arborway Capital, 2005; Senior Investment Professional, Thomas Weisel Partners,
2002-2005; Senior Investment Professional, ValueQuest, 1987-2002.
(19) Senior Analyst, Wells Capital Management, 2000-2006.
(20) Executive Director, Morgan Stanley Investment Manager, Miller, Anderson and
Sherrerd, 1998-2007.
(21) Vice President/Senior Quantitative Analyst, State Street Global Markets
LLC, 2005-2007; Quantitative Strategist, Morgan Stanley, 2004-2005; Investment
Banker, Commerzbank Securities, 2000-2004.
(22) Portfolio Manager, Thomas Weisel Partners, 2002-2005.
(23) Vice President, Lehman Brothers Holdings, 2003-2007.
(24) Principal/Portfolio Manager/Senior Trader, Transamerica Investment
Management, LLC, 1997-2005.
(25) Senior Research Analyst, Transamerica Investment Management, LLC,
2004-2005; Senior Analyst, Wells CapitalManagement, LLC 2003-2004; Senior
Analyst, Montgomery Asset Management 1996-2003.
(26) Senior Corporate Bond Trader/High Yield Portfolio Manager/Quantitative
Analyst, Hartford Investment Management Company, 1996-2007.
(27) Senior Analyst, Oppenheimerfunds, 2006-2007; Senior Analyst, Merrill Lynch
Investment Managers, 2005-2006; Analyst, Federated Investors, 2001-2005.
(28) Director of Fixed Income Trading, Sovereign Bank Capital Markets,
2001-2007.
(29) Senior High Yield Trader, Chartwell Investment Partners, 2002-2007.
(30) Managing Director - Fixed Income Trading, Sovereign Securities, 2001-2007.
(31) Senior Portfolio Manager, HSBC Halbis Partners (USA), 2006-2007; Global
Fixed Income Portfolio Manager, State of New Jersey, Department of Treasury,
Division of Investment, 1999-2006.
(32) Principal/Portfolio Manager, Transamerica Investment Management, LLC,
1998-2005.
(33) Head Trader, McMorgan & Company, 2003-2005.
(34) Vice President/Senior Emerging Markets Analyst, Artha Capital Management,
2005-2006; Director/Portfolio Manager, CDP Capital, 2002-2005.
(35) Vice President, Galleon Group, 2005-2006; Analyst, Hambrecht & Quist
Capital Management, 2003-2005; Junior Analyst, Durus Capital Management, 2003;
Anesthesiologist, Beth Israel Deaconess Medical Center, Harvard Medical School,
2002-2003.
(36) Investment Manager, Pictet Asset Management Limited, 2004-2007; Summer
Intern, Ritchie Capital Management, LLC, 2003; Senior Investment Associate,
Putnam Investments, 1999-2002.
(37) Portfolio Manager, Merrill Lynch Investment Managers, 2001-2007.
(38) Equity Analyst, Evergreen Investment Management Company, 2004-2006.
(39) Vice President, Assurant, 2006-2007; Assistant Vice President - Senior
Research Analyst, Delaware Investments, 2002-2006.
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
13
officer and partner of Delaware Distributors, L.P. is 2005
Market Street, Philadelphia, PA 19103-7094.
------------------------- -------------------------------- --------------------------
Name and Principal Positions and Offices with Positions and Offices
Business Address Underwriter with Registrant
------------------------- -------------------------------- --------------------------
Delaware Distributors, General Partner None
Inc.
------------------------- -------------------------------- --------------------------
Delaware Capital Limited Partner None
Management
------------------------- -------------------------------- --------------------------
Delaware Investment Limited Partner None
Advisers
------------------------- -------------------------------- --------------------------
Theodore K. Smith President None
------------------------- -------------------------------- --------------------------
Philip N. Russo Executive Vice President None
------------------------- -------------------------------- --------------------------
Douglas L. Anderson Senior Vice None
President/Operations
------------------------- -------------------------------- --------------------------
Jeffrey M. Kellogg Senior Vice President/Senior None
Product Manager/Communications
Manager
------------------------- -------------------------------- --------------------------
Brian L. Murray, Jr. Senior Vice Senior Vice
President/Compliance President/Chief
Compliance Officer
------------------------- -------------------------------- --------------------------
David P. O'Connor Senior Vice Senior Vice
President/Strategic Investment President/Strategic
Relationships and Investment Relationships
Initiatives/General Counsel and Initiatives/General
Counsel
------------------------- -------------------------------- --------------------------
Robert E. Powers Senior Vice President/Senior None
Domestic Sales Manager
------------------------- -------------------------------- --------------------------
Richard Salus Senior Vice Senior Vice
President/Controller/ President/Chief
Treasurer/Financial Operations Financial Officer
Principal
------------------------- -------------------------------- --------------------------
James L. Shields Senior Vice President/Chief None
Information Officer
------------------------- -------------------------------- --------------------------
Trevor M. Blum Vice President/Senior None
Consultant Relationship Manager
------------------------- -------------------------------- --------------------------
E. Zoe Bradley Vice President/Product None
Management Manager
------------------------- -------------------------------- --------------------------
Mary Ellen M. Carrozza Vice President/Client Services None
------------------------- -------------------------------- --------------------------
Anthony G. Ciavarelli Vice President/Associate Vice President/Associate
General Counsel/Assistant General
Secretary Counsel/Assistant
Secretary
------------------------- -------------------------------- --------------------------
David F. Connor Vice President/Deputy General Vice President/Deputy
Counsel/Secretary General Counsel/Secretary
------------------------- -------------------------------- --------------------------
Joel A. Ettinger Vice President/Taxation Vice President/Taxation
------------------------- -------------------------------- --------------------------
Matthew B. Golden Vice President/Service Center None
------------------------- -------------------------------- --------------------------
Edward M. Grant Vice President/Senior Domestic None
Sales Manager
------------------------- -------------------------------- --------------------------
Audrey Kohart Vice President/Financial Vice President/Financial
Planning and Reporting Planning and Reporting
------------------------- -------------------------------- --------------------------
Marlene D. Petter Vice President/Marketing None
Communications
------------------------- -------------------------------- --------------------------
Richard D. Seidel Vice President/Assistant None
Controller/Assistant Treasurer
------------------------- -------------------------------- --------------------------
Michael T. Taggart Vice President/Facilities & None
Administrative Services
------------------------- -------------------------------- --------------------------
Molly Thompson Vice President/Associate None
Product Management Manager
------------------------- -------------------------------- --------------------------
Kathryn R. Williams Vice President/Senior Counsel/ Vice President/Associate
Assistant Secretary General
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.
14
(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 Positions and Office Positions and Offices
Address with LFD with Registrant
----------------------------- -------------------------- --------------------------
Terrance Mullen President None
----------------------------- -------------------------- --------------------------
Joel Schwartz Vice President None
----------------------------- -------------------------- --------------------------
Nancy Briguglio Vice President None
----------------------------- -------------------------- --------------------------
Daniel P. Hickey(1) Vice President None
----------------------------- -------------------------- --------------------------
Karina Istvan Vice President None
----------------------------- -------------------------- --------------------------
James Ryan Vice President None
----------------------------- -------------------------- --------------------------
Sharon G. Marnien Vice President None
----------------------------- -------------------------- --------------------------
-----------------------------------------------------------------------------------
(1) 350 Church Street, Hartford, CT 06103
-----------------------------------------------------------------------------------
(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 at 2005 Market
Street, Philadelphia, PA 19103-7094 and 430 W. 7th Street, Kansas
City, MO 64105.
Item 29. Management Services. None.
Item 30. Undertakings. Not applicable.
15
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 27th day of
November, 2007.
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS
By: /s/ Patrick P. Coyne
Patrick P. Coyne
Chairman/President/Chief Executive 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/ Patrick P. Coyne Chairman/President/Chief November 27, 2007
Patrick P. Coyne Executive Officer (Principal
Executive Officer) and Trustee
Thomas L. Bennett * Trustee November 27, 2007
Thomas L. Bennett
John A. Fry * Trustee November 27, 2007
John A. Fry
Anthony D. Knerr * Trustee November 27, 2007
Anthony D. Knerr
Lucinda S. Landreth * Trustee November 27, 2007
Lucinda S. Landreth
Ann R. Leven * Trustee November 27, 2007
Ann R. Leven
Thomas F. Madison * Trustee November 27, 2007
Thomas F. Madison
Janet L. Yeomans * Trustee November 27, 2007
Janet L. Yeomans
J. Richard Zecher * Trustee November 27, 2007
J. Richard Zecher
Richard Salus * Senior Vice President/ November 27, 2007
Richard Salus Chief Financial Officer
(Principal Financial Officer)
* By: /s/ Patrick P. Coyne
Patrick P. Coyne
as Attorney-in-Fact
for each of the persons indicated
(Pursuant to Powers of Attorney previously filed)
16
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
EXHIBITS
TO
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
17
INDEX TO EXHIBITS
(Delaware Group Limited-Term Government Funds N-1A)
Exhibit No. Exhibit
EX-99.g.1 Executed Mutual Fund Custody and Services Agreement (July 20,
2007) between Mellon Bank, N.A. and the Registrant
EX-99.g.2 Executed Securities Lending Authorization (July 20, 2007) between
Mellon Bank, N.A. and the Registrant
EX-99.h.2 Executed Fund Accounting and Financial Administration Services
Agreement (September 28, 2007) between Mellon Bank, N.A. and the
Registrant
EX-99.h.3 Executed Fund Accounting and Financial Administration Oversight
Agreement (October 1, 2007) between Delaware Service Company,
Inc. and the Registrant
EX-99.j Consent of Independent Registered Public Accounting Firm
(November 2007)
EX-99.p.1 Code of Ethics for the Delaware Investments Family of Funds
(November 2007)
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.) (November 2007)
18
EX-99.h.2
Execution Copy Delaware Funds
FUND ACCOUNTING AND FINANCIAL ADMINISTRATION
SERVICES AGREEMENT
THIS AGREEMENT is made as of the 1st day of October, 2007 (the "Effective
Date") by and between MELLON BANK, N.A. (referred to herein as "Mellon"), a
national banking association having its principal place of business at 500 Grant
Street, Pittsburgh, PA 15258, and each investment company listed on Schedule A
(referred to herein, individually, as a "Fund" and, collectively, as the
"Funds"), having its principal place of business at 2005 Market Street,
Philadelphia, PA 19103.
WHEREAS, each Fund is registered with the Securities and Exchange
Commission ("SEC") as an investment company under the Investment Company Act of
1940 (the "1940 Act"), and is classified as an open-end management investment
company, unless otherwise noted;
WHEREAS, Mellon is engaged in the fund accounting and financial
administration services business; and
WHEREAS, each Fund desires that Mellon perform the fund accounting,
financial administration and related services described in this Agreement for
the Fund, and Mellon is willing to perform such services on the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, in exchange for good and valuable consideration, the
receipt and sufficiency of which are acknowledged, and intending to be legally
bound, each Fund and Mellon agree as follows:
1. Services
A. Mellon shall perform for each Fund and its series (including all share
classes) listed in Schedule A to this Agreement, the fund accounting, financial
administration and related services set forth in Schedule B to this Agreement
("Services"). Mellon and a Fund may mutually agree to add or delete a Fund
series and/or class, which must be evidenced by amending Schedule A. Each
existing and future series of a Fund (including all share classes) covered by
this Agreement is individually and collectively referred to as a "Portfolio."
Mellon may perform other services for each Fund only upon terms, conditions and
compensation that Mellon and each Fund mutually agree to, as evidenced by an
amendment to this Agreement or Schedule B.
B. Mellon may enter into additional agreements with each Fund or its
designated service provider from time to time with respect to: (i) certain
operational functions that Mellon will perform in connection with this
Agreement; and (ii) performance measures pursuant to which Mellon will be
expected to provide the Services (the "Service Level Documents"). The Service
Level Documents will be designed to provide operational guidance and performance
metrics information that may be used by each Fund and Mellon to assist in the
delivery of the Services and to measure Mellon's performance in providing the
Services. Each Fund and Mellon agree that the Service Level Documents will
reflect the division of operational functions between or among each Fund, its
agents and Mellon, and specific performance measures for
Mellon, rather than imposing specific contractual obligations under this
Agreement. Notwithstanding the foregoing, (i) Mellon's material and systemic
failure to perform its operational functions or to satisfy the performance
measures pursuant to the Service Level Documents may be considered a material
breach of the "For Cause" provisions described in Section 3.B of this Agreement;
(ii) the Service Level Documents may provide remedies for the failure to satisfy
the operational functions or performance measures contemplated thereunder that
are separate and apart from any right that each Fund or Mellon may exercise
under this Agreement; and (iii) Mellon's performance or non-performance of the
Services, separate and apart from the operational functions and performance
measures reflected in any Service Level Document, may give rise to any remedies
that each Fund may assert against Mellon under the terms of this Agreement.
C. Mellon's present intention is to utilize the Eagle STAR/PACE platform as
its fund accounting platform, with the understanding of the parties that Mellon
reserves the right to utilize other accounting platform(s) that allow(s) Mellon
to perform the Services at a quality and level equivalent to the quality and
level set forth in the Service Level Documents. Mellon shall be responsible for
the costs and expenses incurred by Mellon and the Funds for converting from the
Eagle STAR/PACE platform to other accounting platform(s) in accordance with this
subparagraph C.
2. Compensation and Expenses
A. In return for performing the Services, the Funds shall compensate Mellon
as set forth in this Section and in Schedule C to this Agreement. Fees due will
be accrued daily. If this Agreement is lawfully terminated before the end of any
month, fees shall be calculated on a pro rated basis through the date of
termination and shall be due upon the Agreement's termination date.
B. Each Fund will pay all of its own expenses that are incurred in the
Fund's operation and not specifically assumed by Mellon. Expenses to be borne by
each Fund include, but are not limited to: pricing, security and other similar
data information vendor services; organizational expenses; costs of services of
the Fund's independent registered public accounting firm ("Independent
Accountant") and the Fund's outside legal and tax counsel (including such
counsel's review of the Fund's registration statement, proxy materials, federal
and state tax qualification as a regulated investment company and any review of
reports and materials prepared by Mellon under this Agreement); costs of any
services contracted for by the Fund directly from parties other than Mellon;
trade association dues; costs of trading operations and brokerage fees,
commissions and transfer taxes in connection with the purchase and sale of
securities for the Fund; investment advisory fees; taxes; Fund insurance
premiums and other Fund insurance-related fees and expenses applicable to its
operation; costs incidental to any meetings of shareholders, including, but not
limited to, legal and auditor fees, proxy filing fees and the costs of printing
and mailing of any proxy materials; costs incidental to Fund board meetings,
including fees and expenses of Fund board members, but excluding costs
specifically assumed by Mellon; the salary and expenses of any officer,
director/trustee or employee of the Fund who is not also a Mellon employee;
registration fees, filing fees, and costs incidental to the preparation,
typesetting, printing and/or distribution, as applicable, of the Fund's
registration statements on Forms N-1A, N-2, N-3, N-4, N-6, and N-14, as
applicable, and any amendments
2
thereto, shareholder reports on Form N-CSR, Form N-SARs, Form N-Q, Form N-PX,
tax returns, and all notices, registrations and amendments associated with
applicable federal and state tax and securities laws; and other expenses
properly payable by the Fund.
C. Each Fund agrees to reimburse Mellon for its actual out-of-pocket
expenses in providing the Services, including without limitation, the following:
(i) the electronic transmission expenses incurred by Mellon in
communicating with such Fund, such Fund's investment advisers (which term, for
purposes of this Agreement, shall be interpreted to include any sub-advisers) or
custodian, dealers or others as required for Mellon to perform the Services, if
an Authorized Person requests such electronic transmission and provides Mellon
with prior written approval;
(ii) the costs of creating microfilm, microfiche or electronic copies
of such Fund's records, and the costs of storage of paper and electronic copies
of such Fund's records; provided, that Mellon must obtain the prior written
approval of an Authorized Person if such costs for the Fund exceed $7,500 in any
calendar year;
(iii) the charges for services provided by vendors set forth in
Schedule D;
(iv) any additional expenses incurred by Mellon at the written
direction of an Authorized Person;
(v) any additional expenses reasonably incurred by Mellon in the
performance of the Services, provided that, (a) if any individual expense is
less than $1,000, Mellon shall provide prior written notice to such Fund to the
extent practicable, and (b) if any individual expense is $1,000 or more, Mellon
must obtain the prior written approval of an Authorized Person of the Fund; and
(vi) in the event that Mellon is requested or authorized by such Fund
or is required by law, summons, subpoena, investigation, examination or other
legal or regulatory process to produce documents or personnel with respect to
the Services, and so long as Mellon is not the subject of the investigation or
proceeding in question, such Fund will reimburse Mellon for its actual
out-of-pocket expenses (including reasonable attorneys' fees) incurred in
responding to these requests. In addition, when non-routine, extensive or
extraordinary productions or investigations occur, Mellon will notify such Fund
(as soon as reasonably practicable) and such Fund will reimburse Mellon for its
personnel's professional time (at Mellon's standard billing rates or other
mutually agreed upon rates).
D. Mellon shall be entitled to receive the following amounts:
(i) Any systems development and project fees for new or enhanced
products or services requested by a Fund (including significant enhancements
required by regulatory changes), and all systems-related expenses associated
with the provision of special reports and services, in each case as agreed upon
in advance by an Authorized Person; and
(ii) Ad hoc reporting fees billed at an agreed upon rate.
3
E. Mellon will bill each Fund on a monthly basis for the fees and expenses
owed to Mellon by such Fund under this Agreement. The monthly bill shall be set
forth on a detailed invoice in a form mutually agreed upon by Mellon and the
Funds. Mellon shall send such invoice to each Fund no later than fifteen (15)
days after the last day of each month; provided, however, that the failure by
Mellon to do so shall not be considered a breach of this Agreement. Each Fund
shall pay such invoice within fifteen (15) days of receipt of such invoice by
such Fund. Any undisputed fees or expenses that are not paid by a Fund within
the required time frame shall be subject to a late fee of 1.5% of the amount
billed for each month that such fees or expenses remain unpaid, and the late fee
shall be due and payable upon demand. No Fund shall dispute the minimum fees set
forth in Schedule C. If any fees over and above the minimum fees set forth in
Schedule C or any expenses are disputed by a Fund, Mellon and such Fund shall
work together in good faith to resolve the dispute promptly.
F. Mellon will assume responsibility for the costs of its ordinary and
necessary office facilities (including telephone, telephone transmission, and
telecopy expenses), equipment and personnel to perform the Services, including
the compensation of its employees who serve as Fund trustees, directors or
officers. In the event that Mellon is the subject of an examination, subpoena,
investigation, proceeding or legal or regulatory process relating to the
Services it provides to a Fund ("Mellon Services Inquiry"), and if Mellon
requests that the Fund provide, or if the Fund is required by law, summons,
subpoena, investigation, examination or other legal or regulatory process, to
produce documents or personnel with respect to the Services, then Mellon will
reimburse the Fund for its actual out-of-pocket expenses (including reasonable
attorneys' fees) incurred in responding to these requests. Furthermore, if the
Mellon Services Inquiry is non-routine, extensive or extraordinary, then Mellon
will reimburse the Fund for its personnel's professional time at mutually agreed
upon rates.
3. Length and Termination of Agreement
A. The term of this Agreement shall begin on the Effective Date and
continue for an initial term of seven (7) years (the "Initial Term"). Unless
otherwise terminated in accordance with its terms, Mellon shall either (i)
request that this Agreement be extended for an additional five (5) year period,
or (ii) indicate that this Agreement will be terminated upon the expiration of
the Initial Term or a Renewal Term (as the case may be), in either case by
sending a written notice of its intent to the Fund no later than three (3)
months prior to the fifth anniversary of the Effective Date of the Initial Term
or the third anniversary of the effective date of a Renewal Term (as the case
may be). If Mellon requests that this Agreement be extended for an additional
five (5) year period and the Fund does not reject such request in writing to
Mellon by the sixth anniversary of the Effective Date of the Initial Term or the
fourth anniversary of the effective date of a Renewal Term (as the case may be),
this Agreement shall be extended for an additional five (5) year period (a
"Renewal Term"). If either (a) Mellon indicates that this Agreement will be
terminated upon the expiration of the Initial Term or a Renewal Term (as the
case may be) by sending a written notice of its intent to the Fund no later than
three (3) months prior to the fifth anniversary of the Effective Date of the
Initial Term or the third anniversary of the effective date of a Renewal Term
(as the case may be), or (b) the Fund responds to Mellon's request to extend for
an additional five (5) year period by rejecting such request in writing to
Mellon no later than the sixth anniversary of the Effective Date of the Initial
Term or the fourth anniversary of the
4
effective date of a Renewal Term (as the case may be), this Agreement shall
terminate upon the expiration of the Initial Term or such Renewal Term (as the
case may be).
B. This Agreement may be terminated by the following party or parties, as
the case may be, for one or more of the following reasons, provided the
terminating party provides the applicable written notice to the other party or
parties, as the case may be, of the reason for such termination:
(i) NonRenewal: Mellon or the Funds may decline to extend the terms of
this Agreement beyond the Initial Term under subparagraph A of this Section;
(ii) Mutual Agreement: Mellon and the Funds may mutually agree in
writing to terminate this Agreement at any time;
(iii) "For Cause": (a) Mellon may terminate this Agreement "For
Cause," as defined below, by providing the Funds with written notice of
termination "For Cause" at least 60 days prior to the date of termination of
this Agreement, or (b) a Fund may terminate this Agreement with respect to such
Fund "For Cause," as defined below, by providing Mellon with written notice of
termination "For Cause" at least 60 days prior to the date of termination of
this Agreement with respect to such Fund;
(iv) Failure to Pay: Mellon may terminate this Agreement if Mellon has
notified the Funds that they have failed to pay Mellon any undisputed amounts
when due under this Agreement and the Funds have failed to cure such default
within 30 days of receipt of such notice (or, if the Funds have disputed in good
faith any fees over and above the minimum fees set forth in Schedule C or any
expenses, upon final resolution of such dispute); or
(v) Termination of Custody Agreement: Mellon may terminate this
Agreement with respect to a Fund if such Fund terminates its custody agreement
with Mellon or any of its affiliates following either (a) a change in such
Fund's investment adviser (other than a change in such Fund's investment adviser
to another investment adviser that is under common ownership with such Fund's
investment adviser or its successor) or (b) a sale (whether by a merger or a
sale of the stock or assets) of such Fund's investment adviser (other than a
sale of such Fund's investment adviser to another entity that is under common
ownership with such Fund's investment adviser or its successor) or its parent
company, by providing such Fund with written notice of such termination at least
60 days prior to the date of termination of this Agreement with respect to such
Fund (which termination date will be extended by Mellon if, but only if and to
the same extent that, the date of termination of its custody agreement is
extended by such Fund). For purposes of this subparagraph (v) only, the term
"investment adviser" does not include any subadviser.
For purposes of subparagraph (iii) above, "For Cause" shall mean:
(a) a material breach of this Agreement by any other party or
parties, as the case may be, that has not been remedied for 30 days
following written notice by the terminating party that identifies in
reasonable detail the alleged failure of the other party or parties, as the
case may be, to perform, provided that if such default is capable of being
cured, then the other party or parties, as the case may be, are entitled to
such longer
5
period as may reasonably be required to cure such default if the other
party or parties, as the case may be, have commenced such cure and is
diligently pursuing same, but such cure must be completed within 120 days
in any event;
(b) when any other party or parties, as the case may be, commit
any act or omission that constitutes gross negligence, willful misconduct,
fraud or reckless disregard of its or their duties under this Agreement and
that act or omission results in material adverse consequences to the
terminating party;
(c) a final, unappealable judicial, regulatory or administrative
ruling or order in which any other party or parties, as the case may be,
have been found guilty of criminal or unethical behavior in the conduct of
its business that directly relates to the subject matter of the Services;
or
(d) when any other party or parties, as the case may be, shall
make a general assignment for the benefit of its or their creditors or any
proceeding shall be instituted by or against the other party or parties, as
the case may be, to adjudicate it or them as bankrupt or insolvent, or to
seek to liquidate, wind up, or reorganize the other party or parties, as
the case may be, or protect or relieve its or their debts under any law, or
to seek the entry of an order for relief or the appointment of a receiver,
trustee or other similar official for it or them or for a substantial
portion of its or their assets, which proceeding shall remain unstayed for
sixty (60) days or the other party or parties, as the case may be, have
taken steps to authorize any of the above actions or has become unable to
pay its or their debts as they mature.
C. If this Agreement is terminated by any party (regardless of whether it
is terminated pursuant to paragraph B. above or for any reason other than those
specified in paragraph B. above), the Funds shall pay to Mellon on or before the
effective date of such termination any undisputed and unpaid fees owed to, and
shall reimburse Mellon for any undisputed and unpaid out-of-pocket costs and
expenses owed to, Mellon under this Agreement prior to its termination.
D. If either (i) the Funds terminate this Agreement during the Initial Term
for any reason other than those specified in paragraph B. above, or (ii) Mellon
terminates this Agreement during the Initial Term "For Cause" or the Funds'
"failure to pay" under subparagraphs B(iii) or B(iv) of this Section,
respectively, then the Funds shall make a one-time cash payment (a "Termination
Fee") to Mellon on the effective date of such termination in an amount equal to
(w) $11,000,000 if the effective date of the termination of this Agreement is in
the first two years of the Initial Term, (x) $8,200,000 if the effective date of
the termination of this Agreement is in the third year of the Initial Term, (y)
$5,500,000 if the effective date of the termination of this Agreement is in the
fourth year of the Initial Term, or (z) $2,700,000 if the effective date of the
termination of this Agreement is in the last three years of the Initial Term. In
addition, the Funds shall reimburse Mellon promptly for any actual, provable,
extraordinary, non-customary and direct costs and expenses (other than any Costs
and Expenses) incurred by Mellon in connection with effecting such termination
and converting the Funds to a successor service provider, including without
limitation the delivery to such successor service provider, the Funds and/or
6
other Funds' service providers any of the Funds' property, records, data,
instruments and documents.
The parties acknowledge and agree that, upon the occurrence of any of such
events giving rise to a Termination Fee: (i) a determination of actual damages
incurred by Mellon would be extremely difficult, (ii) the Termination Fee is
intended to adequately compensate Mellon for damages incurred and is not
intended to constitute any form of penalty, and (iii) the Termination Fee is
intended to include the Costs and Expenses incurred by Mellon in connection with
effecting such termination and converting the Fund to a successor service
provider, including, without limitation, the delivery to such successor service
provider, the Fund and/or other Fund service providers any of the Fund's
property, records, data, instruments and documents. The parties further
acknowledge and agree that, upon the occurrence of a significant change in the
number of Funds or Portfolios during the Initial Term, they will discuss in good
faith a possible adjustment to the Termination Fee; provided, however, that no
party shall be obligated to agree to any such adjustment.
E. If either (i) Mellon terminates this Agreement with respect to a Fund at
any time for any reason other than those specified in paragraph B. above, or
(ii) a Fund terminates this Agreement with respect to such Fund at any time "For
Cause" under subparagraph B(iii) of this Section, then Mellon shall reimburse
such Fund for any Costs and Expenses incurred by such Fund in connection with
converting such Fund to a successor service provider, including without
limitation the delivery to such successor service provider, such Fund and/or
other Fund's service providers any of such Fund's property, records, data,
instruments and documents.
F. If this Agreement is terminated (i) by Mellon and/or the Funds, as the
case may be, at any time for "nonrenewal" or "upon mutual agreement" under
subparagraphs B(i) and B(ii), respectively, (ii) by Mellon at any time for
"termination of custody" under subparagraph B(v), (iii) by the Funds at any time
after the Initial Term for any reason other than those specified in paragraph B
above, or (iv) by Mellon at any time after the Initial Term "For Cause" or the
Funds' "failure to pay" under subparagraphs B(iii) or B(iv) of this Section,
respectively, the Funds shall reimburse Mellon promptly for any Costs and
Expenses incurred by Mellon in connection with effecting such termination and
converting the Funds to a successor service provider, including without
limitation the delivery to such successor service provider, the Funds and/or
other Funds' service providers any of the Funds' property, records, data,
instruments and documents.
G. For purposes of this Section 3, "Costs and Expenses" incurred by a party
shall mean any actual, provable, reasonable, customary and direct costs and
expenses incurred by such party. For purposes of this Section 3, Costs and
Expenses shall not include any wind-down costs, including, without limitation,
non-cancelable lease payments; severance payments due and payable to personnel
of Mellon or its Subcontractors that were not engaged by Mellon at the
instruction of a Fund or the Funds; unused equipment expense; and non-cancelable
payments or termination charges regarding hosting and other subcontracting
services that were not incurred at the instruction of a Fund or the Funds and
that cannot be transferred or redeployed by Mellon. For purposes of this
Agreement, "Subcontractor" shall include any third party, whether affiliated or
unaffiliated with Mellon, engaged by Mellon in connection with the performance
of the Services.
7
Such party must provide the other party with written evidence of such costs
and expenses before the other party is obligated to pay them. Such party also
has a duty to mitigate, and must exercise its duty to mitigate, such costs and
expenses. Except as expressly set forth in Sections 3 and 9 and Schedule C, no
party hereto shall be responsible for any costs and expenses or damages of any
kind whatsoever resulting from, related to or otherwise in connection with the
termination of this Agreement.
H. In the event that this Agreement is terminated by a party or the
parties, as the case may be, the parties hereto agree to cooperate and act in
good faith to ensure an orderly conversion of the applicable Fund or Funds to a
successor service provider with respect to the Services provided under this
Agreement. Without limiting the generality of the foregoing sentence, Mellon
agrees that, in the event this Agreement is terminated by a party or the
parties, it will deliver a Fund's or the Funds' property, records, data,
instruments and documents to such Fund or the Funds, its or their successor
service providers and/or its or their other service providers, as the case may
be, in a non-proprietary, commercially-available format.
I. The termination of this Agreement with respect to any given Fund or
Portfolio shall in no way affect the continued validity of this Agreement with
respect to any other Fund or Portfolio. Furthermore, if, following termination
of this Agreement with respect to any given Fund or Portfolio, Mellon continues
to perform any one or more of the Services with the express consent of such Fund
or Portfolio, then the provisions of this Agreement, including without
limitation the provisions dealing with indemnification and compensation, shall
continue in full force and effect.
4. Amendments, Assignment and Delegation
A modification of this Agreement (which term includes all Schedules) will
be effective only if in writing and signed by the affected parties. No party
shall assign the rights or delegate the duties, or outsource a significant
portion of the Services, pursuant to this Agreement without the prior written
consent of the other party or parties, except as follows:
(i) Mellon may employ such person or persons it may deem desirable to
assist it in performing the Services without notice to a Fund;
(ii) Mellon shall provide written notice to each affected Fund before
Mellon engages an unaffiliated third party to provide significant services or
functions to assist Mellon in performing the Services under this Agreement;
(iii) Mellon may delegate one or more of the functions or assign this
Agreement to any direct or indirect majority-owned subsidiary of The Bank of New
York Mellon Corporation or its successor with timely notice to the affected
Fund; and
(iv) A Fund merger or reorganization that does not result in a change
in such Fund's investment adviser and where the fund surviving from such merger
or reorganization assumes the duties and obligations of such Fund under this
Agreement shall not require Mellon's consent.
8
With respect to (i), (ii) and (iii) above, Mellon shall (a) be responsible
for the acts or omissions of such persons, third parties and subsidiaries to the
same extent as Mellon's own acts or omissions under this Agreement, (b) be
responsible for the compensation of such persons, third parties and
subsidiaries, and (c) not be relieved of any of its responsibilities under this
Agreement by virtue of the use of such persons, third parties and subsidiaries.
However, if a Fund instructs Mellon to engage a Subcontractor for the
performance of any of the Services, Mellon will not be responsible for any acts
or omissions by, or compensation payable to, such Subcontractor.
This Agreement shall be binding upon, and shall inure to the benefit of,
the parties and their respective successors and permitted assigns.
5. Documentation
A. Each Fund represents that it has provided or made available to Mellon
(or has given Mellon an opportunity to examine) copies of the following
documents, current as of the Effective Date of this Agreement:
(i) The Articles of Incorporation, Agreement and Declaration of Trust,
Partnership Agreement, or other similar charter document, as relevant,
evidencing the Fund's form of organization and any current amendments thereto;
(ii) The By-Laws or procedural guidelines of each Fund;
(iii) Any resolution or other action of the Fund or the Fund board
establishing or affecting the rights, privileges or other status of any class of
shares of a Portfolio, or altering or abolishing any such class;
(iv) A copy of a resolution of the Fund board appointing Mellon to
provide the Services for each Portfolio and authorizing the execution of this
Agreement and its Schedules;
(v) A copy of the Fund's currently effective prospectus(es) and
statement(s) of additional information ("Registration Statement") under the
Securities Act of 1933 (the "1933 Act") and 1940 Act;
(vi) Copies of all pertinent Fund policies and procedures that affect
the Services, including, but not limited to, those relating to valuation,
pricing, Section 2(a)(41) of the 1940 Act and Rules 2a-4 and 2a-7 thereunder,
net asset value errors, and "as-of" processing (e.g., relating to error
corrections, post-trade revisions or similar processing policies that may
exist);
(vii) Such other documents, certificates or opinions which Mellon
reasonably believes to be necessary or appropriate in the proper performance of
the Services, subject to the agreement of the Fund, which shall not be
unreasonably withheld; and
(viii) Any amendment, revocation or other document altering, adding,
qualifying or repealing any document or authority called for under this Section.
9
B. Each Fund will provide Mellon with notice and/or a copy of any material
amendment to the items set forth in this Section. Mellon will not be responsible
for changing or conforming the Services to any such amendment until Mellon has
received notice or a copy of such change, and the parties have negotiated in
good faith to reach mutually agreeable terms applicable to such additional
service(s) and have amended any affected Schedules.
6. Representations and Warranties of each Fund
Each Fund represents and warrants the following:
A. The Fund is duly organized and validly existing, in good standing under
the laws of the jurisdiction of its organization, and qualified to do business
in each jurisdiction in which the nature or conduct of its business requires
such qualification.
B. The Fund has requisite authority and power under its organizational
documents and applicable law to execute, deliver, consummate and perform this
Agreement; this Agreement is legally valid, binding and enforceable against the
Fund; and the Fund has all necessary registrations and/or licenses necessary to
conduct the activities as described in the Registration Statement.
C. There is no pending or threatened legal proceeding or regulatory action
that would materially impair the Fund's ability to perform its obligations under
this Agreement. The Fund's performance of its obligations under this Agreement
will not conflict with or result in a breach of any terms or provisions of any
agreement to which the Fund is a party or bound, and does not violate any
applicable law.
D. The Fund will use commercially reasonable efforts to ensure that Mellon
has sufficient access to the Fund's service providers, brokers, Independent
Accountant and other authorized agents (each a "Fund Agent"), and related
parties of any of them, in order to obtain the information Mellon will need to
perform the Services; provided that, Mellon shall bear no liability with respect
to such Fund Agent information to which Mellon had no access.
E. To the best of the Fund's knowledge, all the information relating to the
Fund given to Mellon in connection with the transactions contemplated by this
Agreement is full, complete and accurate, and Mellon may reasonably rely on such
information until it receives written notice from or on behalf of the Fund of
any changes to such information.
F. The Fund has provided Mellon with a current list of all approved
independent pricing, fair value information, and other data information vendors
that are to be used by Mellon in rendering the Services, as set forth in
Schedule D to this Agreement, and the Fund will promptly reflect any changes to
such list in a revised Schedule D.
G. The Fund has appropriate procedures and agreements in place to protect
the confidentiality of any non-public portfolio holdings information of the Fund
that the Fund or its agents direct Mellon to disclose or transmit to third
parties before the Fund publicly discloses such information.
10
H. The Fund has the requisite amount and scope of fidelity bond coverage
required by Rule 17g-1 under the 1940 Act, and has directors' and officers'
errors and omissions insurance coverage.
7. Representations and Warranties of Mellon
Mellon represents and warrants to each Fund the following:
A. Mellon is duly organized as a national banking association; is in good
standing; and is qualified to do business in each jurisdiction in which the
nature or conduct of its business requires such qualification.
B. Mellon has requisite authority and power under its organizational
documents and applicable law to execute, deliver, consummate and perform this
Agreement; this Agreement is legally valid, binding and enforceable against
Mellon; and Mellon has all necessary registrations and/or licenses necessary to
perform the Services described in Schedule B.
C. There is no pending or threatened legal proceeding or regulatory action
that would materially impair Mellon's ability to provide the Services. Mellon's
performance of the Services will not conflict with or result in a breach of any
of the terms or provisions of any agreement to which Mellon is a party or bound,
and does not violate any applicable law to which Mellon is subject.
D. Mellon has completed, obtained and performed all registrations, filings,
approvals, and authorizations, consents or examinations required by any
government or governmental authority to which Mellon is subject, to perform the
Services contemplated by this Agreement and will maintain the same in effect for
so long as this Agreement remains in effect.
E. To the best of Mellon's knowledge, all the information relating to
Mellon that Mellon or its authorized agents have given to a Fund in connection
with the transactions contemplated by this Agreement is full, complete and
accurate and the Fund may reasonably rely on such information until it receives
written notice from Mellon of any changes.
F. Mellon will maintain a fidelity bond and an insurance policy with
respect to errors and omissions coverage in form and amount that are
commercially reasonable in light of Mellon's duties and responsibilities under
this Agreement.
G. Mellon has implemented and maintains reasonable procedures and systems
(including reasonable disaster recovery and business continuity plans and
procedures consistent with legal, regulatory and business needs applicable to
Mellon's delivery of the Services) to safeguard each Fund's records and data and
Mellon's records, data, equipment facilities and other property that it uses in
the performance of its obligations hereunder from loss or damage attributable to
fire, theft, or any other cause, and Mellon will make such changes to the
procedures and systems from time to time as are reasonably required for the
secure performance of its obligations hereunder.
11
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THERE ARE NO EXPRESS OR
IMPLIED REPRESENTATIONS OR WARRANTIES AS TO THE SERVICES UNDER THIS AGREEMENT OR
THE PERFORMANCE THEREOF, INCLUDING WITHOUT LIMITATION, THE MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICES (IRRESPECTIVE OF ANY COURSE OF
DEALING, CUSTOM OR USAGE OF TRADE).
8. Standard of Care
Mellon shall act in good faith and exercise reasonable care in performing
the Services under this Agreement. Mellon's duties shall be confined to those
expressly set forth herein, and no implied duties are assumed by or may be
asserted against Mellon hereunder. In that regard, Mellon shall have no
responsibility for the actions or activities of any other party, including
service providers, except as provided in Section 4.
9. Indemnification and Limitation of Liability
A. Except as set forth in subparagraph F. below, Mellon will not be liable
to a Fund for any loss incurred by the Fund as a result of any error of
judgment, mistake of law, act or omission in the course of, or in connection
with the Services rendered by, Mellon under the Agreement in the absence of
fraud, negligence or willful misconduct of Mellon or the reckless disregard of
its duties under the Agreement.
B. Except as set forth in subparagraph F. below, Mellon agrees to
indemnify, defend, and hold harmless each Fund, its trustees, directors,
officers, employees, agents and nominees and their respective successors and
permitted assigns from and against claims, demands, actions, suits, judgments,
liabilities, losses, fines, damages, costs, charges, and counsel fees
(collectively, "Losses") resulting directly and proximately from Mellon's fraud,
negligence or willful misconduct in the performance of the Services, or reckless
disregard of its duties under this Agreement.
C. Each Fund agrees to indemnify, defend and hold harmless Mellon, its
trustees, directors, officers, employees, agents, and nominees and their
respective successors and permitted assigns from and against any Losses
resulting directly and proximately from Mellon's actions taken or omissions with
respect to or in connection with the performance of the Services or based, if
applicable, upon Mellon's reasonable reliance on information, records,
instructions or requests reasonably believed to be accurate and genuine
pertaining to the Services that are given or made to Mellon by the Fund, its
investment adviser, or its designated service providers with which Mellon must
interface in providing the Services; provided that this indemnification shall
not apply to actions or omissions of Mellon involving fraud, negligence, willful
misconduct, or reckless disregard in the performance of its duties under this
Agreement.
D. In order for these indemnification provisions to apply, each party
seeking indemnification or to be held harmless shall fully and promptly advise
each indemnifying party in writing of all pertinent facts concerning the
situation in question. Each party seeking indemnification will use reasonable
care to identify and notify each indemnifying party in writing promptly
concerning any situation which presents or appears likely to present the
12
probability of an indemnification claim. However, failure to do so in good faith
shall not affect the rights under this provision unless the indemnifying party
or parties, as the case may be, is materially prejudiced by such failure. As to
any matter eligible for indemnification, each indemnified party shall act
reasonably and in accordance with good faith business judgment, and shall not
effect any settlement or confess judgment without the consent of each
indemnifying party, which consent shall not be withheld or delayed unreasonably.
E. Each indemnifying party shall be entitled to participate in the defense
at its own expense, or assume the defense, of any suit brought to enforce any
claims subject to this indemnity provision. If the indemnifying party or parties
elect to assume the defense, it shall be conducted by counsel of their choosing
that is reasonably satisfactory to each indemnified party; each indemnified
party shall bear the fees and expenses of any additional counsel it retains. If
the indemnifying party or parties do not elect to assume the defense of such
suit, they will reimburse each indemnified party for the reasonable fees and
expenses of any counsel each indemnified party retains, which is reasonably
satisfactory to such indemnifying party or parties. The indemnifying party or
parties shall not effect any settlement without the consent of each indemnified
party (which shall not be withheld or delayed unreasonably) unless such
settlement imposes no liability, responsibility or other obligation upon the
indemnified party or parties and relieves them of all fault.
F. Mellon agrees to reimburse each Fund or its shareholders (including
former shareholders) for any losses and reasonable reprocessing costs incurred
by such Fund or its shareholders (including former shareholders) resulting
directly and proximately from Mellon's negligence in calculating the net asset
value per share ("NAV") for such Fund. Mellon's responsibility for reimbursing
such Funds or its shareholders (including former shareholders) will be in
accordance with and subject to the Funds' policies and procedures for addressing
NAV errors set forth in the appropriate Service Level Document, including
without limitation a materiality threshold of one (unrounded) whole cent per
share per NAV error (or such other materiality threshold as agreed upon by the
parties in the appropriate Service Level Document).
Notwithstanding the foregoing, the parties acknowledge and agree that (i)
Mellon will obtain and rely (without independent verification) upon prices and
quotes from authorized pricing, data and fair valuation information vendors as
identified in Schedule D or otherwise authorized under this Agreement, and (ii)
Mellon will be without liability or responsibility for any errors or loss
occasioned by such reliance on such vendors or any errors caused by or
attributable to such vendors, subject to Mellon's material compliance with the
tolerance checks set forth in the appropriate Service Level Document.
G. Each party shall have a duty to mitigate damages for which the other
party or parties may become responsible. NOTWITHSTANDING ANYTHING IN THIS
AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL A FUND, MELLON, THEIR AFFILIATES OR
ANY OF ITS OR THEIR TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR
SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT
OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES), LOSS
OF BUSINESS, OR LOST PROFITS, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF
THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR
13
WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
10. Books and Records, Disclosure, Retention, and Rights of Ownership
A. Mellon shall maintain on behalf of each Fund all books and records which
are customary or which are legally required to be kept in connection with
Mellon's performance of Services, including without limitation those required by
Rules 31a-1 and 31a-2 under the 1940 Act ("Records"). Mellon will prepare and
maintain the Records at each Fund's expense, and the Records shall be the Fund's
property. Mellon will make the Records available for inspection by the SEC,
including giving the SEC access to the Records, and otherwise surrender the
Records promptly in accordance with Rule 31a-3 under the 1940 Act. Mellon will
allow a Fund and its authorized persons and representatives to review the
Records during Mellon's normal business hours or, upon reasonable notice, at
such other reasonable times as the Fund may request.
B. Mellon shall keep the Records confidential, except when: (i) disclosure
is required by law, (ii) Mellon is advised by counsel that it may incur
liability for failure to make a disclosure, (iii) Mellon is requested to divulge
such information by duly-constituted authorities or court process, or (iv) as
requested or authorized by the affected Fund (including pursuant to its policies
and procedures regarding selective disclosure of non-public portfolio
information). Mellon shall use commercially reasonable efforts to provide
reasonable advance notice to each affected Fund and its administrator of
requests for disclosure pursuant to items (i) - (iii) of the previous sentence,
and to the extent reasonably practicable to secure instructions as to such
inspection, but shall not be deemed to violate the confidentiality provisions of
this Section or Section 11 if Mellon discloses such Records upon reasonable
belief that it is obliged to do so by applicable law or regulatory authority.
C. Upon and subject to payment of any undisputed and unpaid amounts owed to
Mellon under this Agreement, Mellon may at its option at any time after
termination of this Agreement, and shall promptly upon a Fund's demand or upon
termination of this Agreement, turn over to the Fund or its designated agent,
and cease to retain in Mellon's files, any Records created and maintained by
Mellon pursuant to this Agreement which are no longer needed by Mellon in the
performance of the Services or for its legal protection. If not so turned over
to the Fund, such Records will be retained by Mellon, at the expense of the Fund
(which shall be equal to the actual costs incurred by Mellon), for at least six
(6) calendar years from the year of creation or for such other period of time as
is required under applicable law. At the end of such period, such Records will
be turned over to the Fund unless the Fund authorizes in writing the destruction
of such Records.
D. Notwithstanding the foregoing, all computer programs, systems and
procedures employed or developed by or on behalf of Mellon, or on behalf of
Mellon by system providers or vendors used by Mellon, to perform the Services
that are not Records are the sole and exclusive property of Mellon.
14
11. Confidential Information; Trade Names, Trademarks and Service Marks.
A. "Confidential Information" of a party shall be maintained confidential
by any other party, and shall include: (a) any data or information that is
competitively sensitive material, and not generally known to the public,
including, but not limited to, information about product plans, marketing
strategies, finances, operations, customer relationships, customer profiles,
customer lists, sales estimates, business plans, and internal performance
results relating to the past, present or future business activities of a Fund or
Mellon, their respective subsidiaries and affiliated companies and the
customers, clients and suppliers of any of them; (b) any scientific or technical
information, design, process, procedure, formula, or improvement that is
commercially valuable and secret in the sense that its confidentiality affords
the Fund or Mellon a competitive advantage over its competitors; (c) all
confidential or proprietary concepts, documentation, reports, data,
specifications, computer software, source code, object code, flow charts,
databases, inventions, know-how, and trade secrets, whether or not patentable or
copyrightable; (d) non-public portfolio holdings information of the Fund; and
(e) anything designated as confidential. Mellon shall maintain adequate
safeguards to prevent the use of each Fund's non-public portfolio holdings
information by Mellon, its employees and affiliates for any purpose other than
performing the Services under this Agreement. Mellon also shall maintain
adequate safeguards to limit the dissemination of each Fund's non-public
portfolio holdings information to third parties in accordance with
non-disclosure agreements with the particular Fund, Instructions pursuant to
Section 14, or directions of the Fund under Section 15.C. However, Confidential
Information shall not be subject to such confidentiality obligations if it: (a)
is already known to a receiving party at the time it is obtained; (b) is or
becomes publicly known or available through no wrongful act of a receiving
party; (c) is rightfully received from a third party who, to the best of a
receiving party's knowledge, is not under a duty of confidentiality; (d) is
released by a protected party to a third party without restriction; (e) is
required to be disclosed pursuant to the Fund's Registration Statement or by a
requirement of a court order, subpoena, governmental or regulatory agency or law
(provided the disclosing party will promptly provide the other party written
notice of such requirement, to the extent such notice is permitted); (f) is
relevant to the defense of any claim or cause of action asserted against a
receiving party; or (g) has been or is independently developed or obtained by a
receiving party.
B. Mellon also acknowledges Confidential Information includes nonpublic
personal information about a Fund's customers ("Customer Information") that the
Fund is required by Regulation S-P to keep confidential. Accordingly, Mellon
agrees that, to the extent it receives such Customer Information, it shall not:
(i) use or disclose Customer Information other than to carry out the
purposes for which a Fund or one of its affiliates disclosed such Customer
Information to Mellon; or
(ii) disclose any Customer Information other than:
(a) to Fund affiliates;
(b) to Mellon affiliates, provided that such affiliates need the
Customer Information to be able to provide the Services hereunder and
shall be
15
restricted in use and disclosure of the Customer Information to the
same extent as Mellon;
(c) to subcontractors of Mellon or the Fund, provided that such
subcontractors need the Customer Information to be able to provide the
Services hereunder and shall have entered into a confidentiality
agreement no less restrictive than the terms hereof; and
(d) to comply with federal, state or local laws, rules and other
applicable legal requirements; to comply with a properly authorized
civil, criminal, or regulatory investigation, or subpoena or summons
by federal, state, or local authorities; or to respond to judicial
process or government regulatory authorities having jurisdiction for
examination, compliance, or other purposes as authorized by law
(provided Mellon will promptly provide the Fund written notice of such
requirement, to the extent such notice is permitted).
For purposes of this paragraph, the term "affiliate" shall have
the meaning set forth in Regulation S-P. To the extent any provisions
of this paragraph conflict with other terms of this Agreement, this
paragraph shall control.
C. Neither party shall use the trade name, trademark or service mark of the
other party without the prior written consent of the other party; provided,
however, that (a) either party may use the trade name, trademark or service mark
of the other party in connection with providing the Services under the
Agreement, or (b) the Fund may use the trade name, trademark or service mark of
Mellon in connection with their Registration Statements.
12. Reports
A. Mellon shall furnish reports to a Fund, its Fund Agents and to others
that the Fund designates in writing at such times as are prescribed pursuant to
this Agreement to be provided or completed by Mellon, or as subsequently agreed
upon by the parties pursuant to this Agreement or any amendment thereto. Each
Fund agrees to examine each report promptly and will communicate or cause to be
communicated any errors or discrepancies therein. If there are errors or
discrepancies in a report (except such errors and discrepancies as may not
reasonably be expected to be discovered by the recipient after conducting a
diligent examination) that are not so reported promptly, then a report will for
all purposes be accepted by and binding on the Fund and any other recipient,
absent fraud, negligence, willful misconduct, or reckless disregard of Mellon's
duties under this Agreement, and Mellon shall have no further responsibility
with respect to such report other than to correct and revise it.
B. For the two month period ending on December 31, 2007, Mellon shall cause
its auditors to perform a Type I SAS 70 audit of Mellon's internal controls and
procedures relating to the Services provided to the Funds that have been
converted onto Mellon's fund accounting platform from November 1, 2007 until
December 31, 2007. For each Fund that has been converted onto Mellon's fund
accounting platform during the period from November 1, 2007 until December 31,
2007, Mellon shall provide such Fund (together with its chief compliance officer
or its designated representative) with a copy of the report resulting from such
Type I SAS
16
70 audit no later than 45 days after December 31, 2007. For the six month period
ending on June 30 of each year and the twelve month period ending on December 31
of each year commencing in 2008, Mellon shall cause its auditors to perform a
Type II SAS 70 audit of Mellon's internal controls and procedures relating to
the Services provided to the Funds that have been converted onto Mellon's fund
accounting platform prior to the end of the applicable audit period. For each
Fund that has been converted onto Mellon's fund accounting platform prior to the
end of the applicable audit period, Mellon shall provide such Fund (together
with its chief compliance officer or its designated representative) with a copy
of the report resulting from such Type II SAS 70 audit no later than 45 days
after the end of the applicable audit period. All SAS 70 audit reports shall be
treated as Confidential Information.
13. Notices
Any communication, notice or demand pursuant to this Agreement shall be
properly addressed, in writing and delivered by personal service (including
express or courier service), registered or certified mail, or by facsimile with
proof of proper transmission and a means for confirmation of delivery to
recipient, as follows:
If to Mellon:
Mellon Bank, N.A.
135 Santilli Highway, AIM 026-0026
Everett, MA 02149-1950
Attention: Christopher P. Healy, First Vice President
Telephone: (617) 382-2671
Facsimile: (617) 382-2706
With a copy to:
Mellon Bank, N.A.
135 Santilli Highway, AIM 026-0011
Everett, MA 02149-1950
Attention: John W. Valentine, Esq., First Vice President
and Senior Counsel
Telephone: (617) 382-2072
Facsimile: (617) 382-2726
The Bank of New York Mellon Corporation
17
One Mellon Center
500 Grant Street, 19th Floor
Pittsburgh, Pennsylvania 15258
Attention: Leonard R. Heinz, Esq., Senior Vice President
and Associate General Counsel
Telephone: (412) 234-1508
Facsimile: (412) 234-8417
If to a Fund:
the address set forth on Schedule A for such Fund;
With a copy to:
Delaware Service Company, Inc.
2005 Market Street
Philadelphia, PA 19103-7094
Attention: General Counsel
Telephone: (215) 255-1360
Facsimile: (215) 255-1131
14. Authorized Persons and Instructions
A. Each Fund shall deliver to Mellon a list of the names, titles and
signatures of all persons who are authorized to act on behalf of the Fund to
issue instructions to Mellon ("Authorized Persons" and "Instructions"),
including any limits on the scope of authority of any Authorized Persons. Fund
trustees, directors and officers shall be presumptively considered Authorized
Persons unless the Fund notifies Mellon to the contrary. Each Fund shall
promptly notify Mellon of any changes to or limitations on the rights, powers
and duties of any Authorized Person, but in the absence of receiving such
notice, Mellon shall be entitled to deal with any Authorized Person and to act
and rely upon any Instructions reasonably believed to be from such Authorized
Person.
B. An Instruction means a writing signed or initialed by one or more
Authorized Person. Each such writing shall set forth the specific transaction or
type of transaction involved. Oral instructions will be deemed Instructions if
Mellon reasonably believes them to have been given by an Authorized Person, and
the oral instructions are promptly confirmed in writing.
15. Advice, Reliance and Instructions
A. Mellon may apply to a Fund at any time for Instructions and may consult
with Mellon's or the Fund's counsel, Independent Accountant and other experts
with respect to any
18
matter arising in connection with the Services performed by Mellon, and Mellon
shall not be liable nor accountable for any action taken or omitted by it in
good faith in accordance with such Instructions or on the advice of such
counsel, Independent Accountant or other experts. To the extent possible, Mellon
shall notify the Fund at any time Mellon believes it needs advice of the Fund's
counsel, Independent Accountant or experts with regard to Mellon's
responsibilities and duties pursuant to this Agreement. If Mellon wishes to seek
and rely on legal advice from counsel that is neither the Fund's counsel nor
counsel in the regular employ of Mellon or its affiliated companies, and Mellon
seeks to be reimbursed for such counsel fees, then Mellon must notify and seek
prior approval of such affected Fund, which shall not be unreasonably withheld.
Mellon shall in no event be liable to a Fund or any Fund shareholder or
beneficial owner for any action reasonably taken or omitted pursuant to such
advice.
B. Mellon may rely conclusively upon the terms of a Registration Statement,
the minutes of Fund board meetings and any other Fund document Mellon reasonably
believes to be genuine unless and until Mellon receives Instructions to the
contrary.
C. Subject to the instructions of an Authorized Person, Mellon may provide
information pertaining to the Fund's portfolio holdings to entities designated
by such Authorized Person.
D. Each Fund understands and acknowledges that the Services are intended to
assist the Fund and its board in their obligations to price and monitor pricing
of the Fund's portfolio securities, but Mellon does not assume responsibility
for the accuracy or appropriateness of pricing information received from the
Fund or other non-Mellon entities or pricing methodologies, including any fair
value pricing information or adjustment factors. Each Fund further understands
and acknowledges that it retains overall responsibility to: (i) adopt policies
and procedures to monitor for circumstances that may necessitate the use of fair
value prices; (ii) establish criteria for determining when market quotations are
no longer reliable for a particular portfolio security; (iii) determine a
methodology or methodologies by which the Fund determines the current fair value
of portfolio securities; (iv) regularly review the appropriateness and accuracy
of the method used in valuing securities and make any necessary adjustments; and
(v) promptly communicate the foregoing in writing to Mellon pursuant to Section
14.
E. Each Fund authorizes Mellon to communicate, as required, with the Fund's
service providers, brokers, futures commission merchants, Independent Accountant
and/or other authorized agents and related parties of any of them to obtain the
information Mellon needs to perform the Services. In that regard, Mellon agrees
to cooperate with each Fund's Independent Accountant, to reasonably support the
Independent Accountant's engagement with the Fund, and to provide the
Independent Accountant reasonable access to the Records. Mellon also agrees to
provide periodic sub-certifications to each Fund's chief compliance officer and
certifying principal executive and financial officers relating to the Services
Mellon performs, based on a form of sub-certification that Mellon and the Fund
reasonably agree to, and subject to such limitations as may be reasonable or
necessary to not make a material misstatement, omission or untrue statement of
fact.
19
16. Compliance with Law
A. In performing the Services, Mellon shall comply with all applicable
laws, and its standard of performance shall be in accord with such standards as
may be imposed by law and the requirements of all regulatory authorities.
However, unless specifically identified in the Services, nothing expressly or
implicitly contained in this Agreement is intended or shall be interpreted to
confer upon Mellon a duty to ensure that each Fund is acting in compliance with
any applicable laws. Except for the obligations of Mellon set forth in Schedule
B, each Fund assumes full responsibility for the preparation, contents and
distribution of the Fund's Registration Statement and compliance with applicable
laws, including the requirements of the 1933 Act and the 1940 Act, and
governmental authorities having jurisdiction.
B. Mellon shall use its commercially reasonable efforts to make its
employees who are responsible for providing the Services ("Relevant Employees")
available to federal, state and local governmental and regulatory and
supervisory authorities having jurisdiction over the performance of the Services
("Governmental Authorities") as may be required by such Governmental Authorities
pursuant to applicable law, subpoena or order, and as may be requested by any
Governmental Authorities on behalf of or with respect to a Fund or any of its
affiliates or as may be requested by the Fund to be made available to such
Governmental Authorities. To the extent legally permitted, Mellon shall promptly
notify the affected Fund of any request by any Governmental Authorities for any
Relevant Employees (except when the request for access to Relevant Employees was
made by the Fund). The affected Fund shall cooperate, and shall use its
commercially reasonable efforts to cause each of its affiliates and service
providers to cooperate, with Mellon in complying with any notice, order,
subpoena or request of any Governmental Authority. Except as provided in
Sections 8 and 9, Mellon shall have no liability to a Fund or any third party
for any claims, obligations, penalties or fines which may arise out of or in
relation to Mellon's compliance with this provision. In accordance with Section
2.C.(vii), the affected Fund shall reimburse Mellon in connection with providing
such access. Nothing contained in this paragraph shall require Mellon to
disclose any proprietary or confidential information of Mellon or its other
customers and clients.
17. Governing Law and Jurisdiction
This Agreement and performance hereunder and all suits and proceedings
hereunder shall be governed by and construed in accordance with the internal
laws of the Commonwealth of Pennsylvania, without giving effect to conflict of
law principles. Each of the parties to this Agreement expressly and irrevocably
submits to the exclusive jurisdiction of the courts of Pennsylvania and waives
any claims of inconvenient forum or venue. To the extent that the laws of the
Commonwealth of Pennsylvania conflict with the applicable provisions of the 1940
Act, the applicable provisions of the 1940 Act shall control.
18. Services Not Exclusive
A. Mellon's Services are not exclusive to a Fund and Mellon shall be free
to render similar services to others.
20
B. Mellon shall perform the Services solely as an independent contractor
and no joint venture, partnership, employment, agency or any other relationship
is intended, accomplished or embodied in this Agreement. Mellon shall have the
sole and exclusive right to supervise, manage, control and direct its
performance of the Services, except that Mellon may be subject to performance
standards and measurements for performing the Services.
C. In performing the Services, Mellon is acting solely on behalf of a Fund
and no contractual or service relationship shall be deemed to be established
between Mellon and any other person, including without limitation the custodian
and Fund shareholders.
19. Force Majeure and Uncontrollable Events
Mellon shall maintain adequate and reliable computer and other equipment
necessary or appropriate to carry out its obligations under this Agreement. Upon
a Fund's reasonable request, Mellon shall provide supplemental information
concerning the aspects of its disaster recovery and business continuity plan
that are relevant to the Services. Notwithstanding the foregoing or any other
provision of this Agreement, Mellon assumes no responsibility hereunder, and
shall not be liable for, any damage, loss of data, business interruption, delay
or any other loss whatsoever caused by "Force Majeure Events." "Force Majeure
Events" are events beyond the reasonable control of Mellon, its agents and its
Subcontractors (other than Subcontractors engaged by Mellon at the instruction
of the Fund). In the event of Force Majeure Events, or any disaster that causes
a business interruption, Mellon shall act in good faith and follow applicable
procedures in its disaster recovery and business continuity plan and use all
commercially reasonable efforts to minimize service interruptions.
20. Severability
If any provision of this Agreement shall be held or made invalid, the
remainder of this Agreement and the parties' rights and obligations under it
shall not be affected by such action, and the invalid provisions of the
Agreement shall be deemed to be severable only in the jurisdiction that so
determines.
21. Survivability
The following provisions shall survive beyond the expiration and
termination of this Agreement:
o all compensation provisions, including Section 2 Compensation and
Expenses, Section 3 regarding termination fees, costs and
expenses, and Schedule C;
o Section 4. Amendments, Assignment and Delegation;
o Section 6. Representations and Warranties of each Fund;
o Section 7. Representations and Warranties of Mellon;
21
o Section 9. Indemnification and Limitation of Liability;
o Section 10. Books and Records, Disclosure, Retention, and Rights
of Ownership;
o Section 11. Confidential Information;
o Section 14. Authorized Persons and Instructions;
o Section 19. Force Majeure and Uncontrollable Events; and
o Section 20. Severability.
22. Contract Terms To Be Exclusive
This Agreement constitutes the complete agreement of the parties about the
covered subject matter, and supersedes all prior negotiations, understandings
and agreements bearing upon the covered subject matter. As noted in Section
1.B., Mellon and each Fund may enter into Service Level Documents or other
interpretive documents in connection with this Agreement. Any such Service Level
Documents or interpretive agreements may be in writing and signed by all
parties, but shall not be deemed to be an amendment to this Agreement, and
because the intent of such agreements is to generally facilitate operations in a
flexible manner, the breach of any such agreement shall not necessarily
constitute a breach of this Agreement, and the parties shall be free to change
the terms of such agreements as provided therein.
23. Waiver
A party's waiver of a breach of any provision of this Agreement shall not
operate or be construed as a waiver of any subsequent breach by any party. A
party's failure to insist upon strict adherence to any provision of the
Agreement shall not constitute a waiver or deprive such party of the right to
insist upon strict adherence to such provision.
24. Counterparts and Reproduction of Documents
This Agreement may be executed in any number of counterparts, each of which
is deemed an original and all of which together evidence the entire Agreement.
This Agreement and any amendments may be reproduced by any commercially
acceptable process. The parties agree that any such reproduction shall be
admissible in evidence as the original itself in any judicial or administrative
proceedings, whether or not the original is in existence and whether or not such
reproduction was made by a party in the regular course of business, and that any
enlargement facsimile or further reproduction of such reproduction shall be
likewise admissible in evidence.
25. Miscellaneous
Paragraph headings in this Agreement are included for convenience only and
are not to be used to construe or interpret this Agreement.
22
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
MELLON BANK, N.A.
By: /s/ Chris Healy
Title: First Vice President
DELAWARE GROUP ADVISER FUNDS,
on behalf of its Portfolios
identified on Schedule A
DELAWARE GROUP CASH RESERVE,
on behalf of its Portfolios
identified on Schedule A
DELAWARE GROUP EQUITY FUNDS I,
on behalf of its
Portfolios identified on Schedule A
DELAWARE GROUP EQUITY FUNDS II,
on behalf of its
Portfolios identified on Schedule A
DELAWARE GROUP EQUITY FUNDS III,
on behalf of its
Portfolios identified on Schedule A
DELAWARE GROUP EQUITY FUNDS IV,
on behalf of its
Portfolios identified on Schedule A
DELAWARE GROUP EQUITY FUNDS V,
on behalf of its
Portfolios identified on Schedule A
DELAWARE GROUP FOUNDATION FUNDS,
on behalf of its
Portfolios identified on Schedule A
DELAWARE GROUP INCOME FUNDS,
on behalf of its Portfolios
identified on Schedule A
DELAWARE GROUP STATE TAX-FREE INCOME TRUST,
on behalf of
its Portfolios identified on Schedule A
DELAWARE GROUP TAX-FREE FUND,
on behalf of its Portfolios
identified on Schedule A
DELAWARE GROUP TAX-FREE MONEY FUND,
on behalf of its
Portfolios identified on Schedule A
23
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS,
on behalf of
its Portfolios identified on Schedule A
VOYAGEUR INSURED FUNDS,
on behalf of its Portfolios
identified on Schedule A
DELAWARE INVESTMENTS MUNICIPAL TRUST,
on behalf of its
Portfolios identified on Schedule A
VOYAGEUR INTERMEDIATE TAX-FREE FUNDS,
on behalf of its
Portfolios identified on Schedule A
VOYAGEUR MUTUAL FUNDS,
on behalf of its Portfolios
identified on Schedule A
VOYAGEUR MUTUAL FUNDS II,
on behalf of its Portfolios
identified on Schedule A
DELAWARE GROUP GOVERNMENT FUND,
on behalf of its
Portfolios identified on Schedule A
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS,
on behalf
of its Portfolios identified on Schedule A
DELAWARE POOLED TRUST,
on behalf of its Portfolios
identified on Schedule A
VOYAGEUR MUTUAL FUNDS III,
on behalf of its Portfolios
identified on Schedule A
VOYAGEUR TAX FREE FUNDS,
on behalf of its Portfolios
identified on Schedule A
DELAWARE VIP TRUST,
on behalf of its Portfolios
identified on Schedule A
DELAWARE INVESTMENTS ARIZONA MUNICIPAL
INCOME FUND, INC.
DELAWARE INVESTMENTS COLORADO INSURED
MUNICIPAL FUND, INC.
24
DELAWARE INVESTMENTS FLORIDA INSURED
MUNICIPAL INCOME FUND
DELAWARE INVESTMENTS MINNESOTA MUNICIPAL
INCOME FUND II, INC.
DELAWARE INVESTMENTS DIVIDEND AND INCOME
FUND, INC.
DELAWARE INVESTMENTS GLOBAL DIVIDEND AND
INCOME FUND, INC.
DELAWARE INVESTMENTS ENHANCED GLOBAL
DIVIDEND AND INCOME
FUND, INC.
By: /s/ Richard Salus
Title: Chief Financial Officer
25
SCHEDULE B TO THE
FUND ACCOUNTING AND FINANCIAL ADMINISTRATION SERVICES AGREEMENT BETWEEN
MELLON BANK, N.A. AND THE FUNDS,
Dated October 1, 2007
FUND ACCOUNTING AND FINANCIAL ADMINISTRATION SERVICES
Mellon shall perform for each Fund and each of its Portfolios the following
fund accounting, financial administration and related services. Unless otherwise
noted, capitalized terms used herein shall have the same meanings assigned to
them in the Agreement.
A. Valuations
In accordance with the 1940 Act, a Fund's pricing policies and procedures
delivered to Mellon, and a Fund's prospectus and statement of additional
information, and subject to the existence of authorized licensing arrangements
and Instructions, Mellon will perform the following pricing and valuation
services:
1. Perform the necessary functions to calculate daily the net asset value per
share ("NAV") for each share class of each Portfolio of the Fund.
2. Calculate the value of the assets of each Portfolio by obtaining securities
prices and readily available market quotations from independent pricing
sources, subject to any adjustments by the fair valuation information
vendors, in each case using a source/vendor approved by the Fund and listed
in Schedule D to the Agreement. If market quotations for portfolio
securities are not readily available, notify the Fund and obtain prices
from authorized broker sources and/or use fair values as determined in good
faith by the Fund's board of directors/trustees, which includes, but is not
limited to, using values determined by the Fund's pricing policies and
procedures and values approved by the Fund's Valuation/Pricing Committee.
3. Assist in resolving pricing discrepancies and implement mutually agreed
upon price variance thresholds and notification processes.
4. In accordance with the Fund's NAV error correction policies provided to
Mellon, notify the Fund promptly upon discovery of NAV errors of a
Portfolio and initiate correction processes.
B. Calculation and Payment of Expenses
1. Based upon information provided by one of the Fund's Authorized Persons to
Mellon, calculate asset-based fees and submit to the Fund
Treasurer/Principal Financial Officer for approval, and instruct the
custodian to wire fee payments to the service providers.
2. Accrue expense waivers based on Instructions and provide reporting of
accruals of expense waivers.
3. Accrue and allocate fee payments to directors/trustees and other officers
of the Fund paid directly by the Fund according to Instructions and on a
monthly basis forward cash to the Fund's Authorized Persons in the amount
necessary to make such payments to the directors/trustees and other
officers of the Fund.
4. Prepare expense reports, liabilities analysis and budgets for each
Portfolio of the Fund for review and approval by the Fund
Treasurer/Principal Financial Officer, including
26
maintaining detailed records pertaining to expense accruals and payments,
adjusting reports to reflect accrual adjustments, and monitoring all Fund
expenses.
5. Forward any invoices payable by the Fund to the Fund's Authorized Persons
for review and approval. Effective as of October 1, 2008, pay any invoices
approved by the Fund's Authorized Person for payment on behalf of the Fund.
(Prior to October 1, 2008, Delaware Service Company, Inc. will pay such
invoices.) Allocate such invoices among the Portfolios in accordance with
pre-established instructions from the Fund's Authorized Persons. Record the
payment of invoices on the Fund's books.
6. Provide to the Fund a monthly summary of disbursements.
C. Financial Reporting
1. Prepare agreed upon financial reporting information for the Fund and/or
each Portfolio: (i) for proxy/information statements, registration
statements (including prospectuses, statements of additional information,
and business combination/exchange offers under Form N-14), Section 19
notices, periodic shareholder reports (both semi-annual and annual), Form
N-CSRs, Form N-Qs, Form N-SARs and such other communications required or
otherwise sent to investors and/or filed with regulatory agencies; (ii) to
the Investment Company Institute; (iii) to statistical reporting and rating
agencies; and (iv) regarding a closed-end Fund's issuance of preferred
stock and commercial paper. Additionally, review and provide comments to
the Fund or a Fund Agent to allow for completion of such reports in
accordance with defined timelines.
2. Prepare other reports, notices or financial documents in accordance with
generally accepted accounting principles, as required by federal, state and
other applicable laws and regulations, in each case as the parties may
agree upon from time to time.
3. Assist in preparing financial information relating to a closed-end Fund's
earnings press release, if any.
4. Provide financial information needed for the offer letter to assist with
buyback and tender offers for a closed-end Fund, if any.
5. Provide 1940 Act Rule 2a-7 amortized cost monitoring (mark-to-market)
reports for a money market Portfolio with such frequency as is agreed upon
by parties, or as may be required by Rule 2a-7 and the Fund's policies and
procedures.
6. Prepare and provide such detailed financial reports as may be necessary for
the Fund's board of directors'/trustees' reporting process and as the
parties may agree upon from time to time.
7. Provide sub-certifications in an agreed-upon form to the Fund's chief
compliance officer and certifying principal executive and financial
officers with respect to the generation of financial statements and other
financial reporting performed by Mellon.
D. Portfolio Securities Transactions
Based on information that is provided to Mellon by the Fund, its investment
adviser, and the Fund's Authorized Persons, Mellon will perform the following
functions:
1. Maintain records of investment, capital share, and income and expense
activities for each Portfolio by: (i) recording purchases and sales of
investments; (ii) recording corporate actions and capital changes relating
to investments; (iii) accruing interest, dividends and expenses on
investments; and (iv) maintaining the historical tax lots and income
history for investments.
27
2. In instances where Mellon is the custodian of the affected portfolio
securities, notify, as directed, the applicable investment adviser (or, if
applicable, sub-adviser) with respect to mandatory and voluntary corporate
actions. The Fund's elections (on actions where elections and options
exist) on voluntary corporate actions must be communicated to Mellon by one
of the Fund's Authorized Persons on the deadline date stated on the
corporate actions notice, allowing a reasonable amount of time before the
stated deadline for Mellon to input the election on the fund accounting
system and notify the custodian (as applicable). Mellon will use
commercially reasonable efforts to respond on behalf of the Fund if a
response is received by Mellon after the deadline date.
3. In instances where Mellon is not the custodian of the affected portfolio
securities, Mellon will notify, as directed, the applicable investment
adviser (or, if applicable, sub-adviser) with respect to mandatory and
voluntary corporate actions upon Mellon's receipt of the corporate action
information. In addition, where Mellon receives mandatory and voluntary
corporate action information in its capacity as portfolio accountant for
other clients on the same accounting platform, Mellon agrees to use
commercially reasonable efforts to identify actions applicable to the
Fund's portfolio securities. However, Mellon assumes no liability for
failing to identify and provide notice of such actions with respect to a
portfolio security when Mellon does not separately receive notice from the
custodian for such portfolio of securities. The Fund's elections (on
actions where elections and options exist) on voluntary corporate actions
must be communicated to Mellon by one of the Fund's Authorized Persons on a
date established by Mellon sufficiently in advance of the deadline date
stated on the custodian's corporate actions notice to permit Mellon to
input the election on the fund accounting system and notify the custodian
by its stated deadline. Mellon will use commercially reasonable efforts to
respond on behalf of the Fund if a response is received by Mellon after a
deadline date.
4. Book corporate action activity upon timely receipt of information and
Instructions from one of the Fund's Authorized Persons.
5. Receive, update and process daily trade files from the Fund investment
adviser's order management system.
6. Based on Instructions from one of the Fund's Authorized Persons or the Fund
Treasurer/Principal Financial Officer, implement tax lot relief
methodology.
E. Dividends & Distributions
Subject to review and approval of the Fund's Treasurer/Principal Financial
Officer, Mellon will perform the following functions:
1. Provide the Fund's transfer agent, dividend disbursing agent and custodian
with such information as is required for such parties to effect the payment
of dividends and distributions and to implement the Fund's dividend
reinvestment plan, if any.
2. Calculate income projections and provide such projections to the Fund for
completion of the Section 19(a) notices and respond to any questions or
issues raised by such projections.
3. Periodically calculate and report each Portfolio's "investment company
taxable income," "net capital gain" distributions, and realized and
unrealized capital gains, and calculate amount of distribution to avoid
application of excise tax, in accordance with IRS Subchapter M requirements
and the Portfolio's distribution policies as disclosed in the
28
Portfolio's prospectus and established by resolution of the Fund's board of
directors/trustees.
F. Reconciliation and Cash Management
1. Reconcile trade tickets and fund holdings list with investment adviser
records on a daily basis.
2. Reconcile the cash and portfolio investments of the Portfolio with the
records of the Fund's custodian, and provide corresponding reconciliation
reports to the Fund and Fund Agents.
3. Calculate and provide cash projections daily for each Portfolio of the Fund
based on estimates of portfolio security transactions (including projected
income and dividend receipts), shareholder transactions, and Fund
distributions/reinvestments.
4. Calculate and provide daily the cash available for each Portfolio of the
Fund.
5. In coordination with the Fund's investment adviser, allocate trades among
the Portfolios with respect to master repurchase agreement investments and
other short-term investments.
G. Shareholder Activity
1. Record and reconcile daily shareholder activity, including: (i) recording
subscriptions, redemptions, and dividend reinvestments; (ii) reconciling
settlements of shareholder activity; and (iii) recording Portfolio shares
outstanding to the records maintained by each Portfolio's transfer agent
and communicate exceptions to transfer agent which is responsible for
researching exceptions.
2. Provide financial and pricing information to support transfer of portfolio
securities in connection with shareholder transfer-in-kind (purchase and
redemption) transactions.
3. Support the estimation/price protection process and other "post-nightly"
and "as of" shareholder recording processes, including but not limited to,
defined contribution clearance and settlement and same day cash.
H. Fund Performance Information
1. Calculate each Portfolio's performance, including calculations of yield,
total return, expense ratio, portfolio turnover rate and dollar-weighted
average maturity, as applicable, in accordance with standardized SEC
reporting requirements, and provide to the Fund. Calculate and provide such
additional performance information as may be reasonably requested by the
Fund or the Fund's Authorized Persons.
I. Audit Support
1. Provide timely assistance with audit requests from the Fund, its internal
auditors, its Independent Accountants, and regulatory agencies. Respond to
inquiries from other Fund Agents regarding Mellon's processes and interface
with such Fund Agents to support annual SAS 70 audits of such Fund Agents.
2. Prepare work papers for the Fund's annual audit by the Fund's Independent
Accountants, and coordinate the annual audit by the Fund's Independent
Accountants.
3. Provide results of Mellon's semi-annual SAS 70 audits.
29
J. Tax Reporting
1. Provide the financial information necessary for the Fund's preparation of
its federal, state and city tax returns and ancillary schedules, including
year-end excise tax distributions, and compliance with Subchapter M and
Section 4982 of the Internal Revenue Code of 1986 (the "Code"). Provide
completed Internal Revenue Service forms for the Funds, such as Form
1120-RIC, necessary to file tax returns in accordance with filing deadlines
and maintain copies of all tax returns and related workpapers.
2. Provide financial data regarding portfolio investments to the Fund's
transfer agent to support the production of Form 1099s and similar
shareholder tax reporting.
K. Compliance Monitoring
1. Establish, maintain, and provide summaries of, internal operating policies
and procedures to support the performance of the Services by Mellon.
2. Conduct testing of each Portfolio for compliance with the Code's
requirements to qualify as a regulated investment company, including but
not limited to: (i) quarterly diversification requirements; (ii) annual
income qualification test; and (iii) annual distribution requirements
(including avoiding application of excise taxes). Provide the results to
the Fund's chief compliance officer.
L. Data Feeds
Subject to the existence of authorized licensing arrangements and Instructions,
Mellon will perform the following functions:
1. Disseminate each Portfolio's NAV, dividend and portfolio data to Fund
Agents and Fund-authorized third parties (including, if a closed-end fund,
the stock exchange on which the Fund is listed) and maintain quality
controls necessary to ensure accuracy of the data.
2. Provide holdings information to the Fund's proxy voting agent on a monthly
basis in support of Form N-PX preparation and filing requirements.
3. Provide month-end data feeds at the end of the 1st business day of the new
month and subsequent month-end feeds as data changes in the month-end area.
4. Provide daily data feeds inclusive of that day's trading activity to the
Fund.
5. Provide the necessary data feeds to retirement systems (mainframe).
6. Provide the capability to re-transmit data feeds for past periods.
7. Provide to Bloomberg price/cash file daily.
8. Provide the data necessary for the Fund's internet/intranet applications
and maintain the subject matter expertise and quality controls required to
ensure data accuracy.
9. Provide the release management plan (software development lifecycle
process), release cycle and prior notification of any changes that affect
the data feeds.
M. Business Continuity
1. Provide summaries of Mellon's disaster recovery plan for business
continuity, together with summaries of any disaster recovery testing and
results, with respect to those functions performed by Mellon, except that
Mellon is not responsible for disaster recovery plans for business
continuity with respect to any underlying system upon which Mellon relies
and Mellon neither operates nor controls. Conduct and participate in
pre-defined disaster recovery testing as reasonably requested.
30
N. Performance of Services by Mellon
1. Monitor Mellon's performance and provide a monthly performance monitoring
report against mutually agreed upon metrics.
2. Develop and implement corrective action plans in the event of service
requirement defaults.
O. Relationship Management
1. Provide client service support to the Fund, including access to day-to-day
points of contact and to points of escalation as necessary.
2. At a minimum, conduct semi-annual meetings with Fund management to discuss
trends, technology and strategic direction.
3. Conduct an annual meeting with Fund management to discuss the Services
provided, system functionality and documentation of policies and
procedures.
P. Books and Records
1. Maintain the general ledger and other accounts, books and financial records
of the Fund, as required under Section 31(a) of the 1940 Act and the rules
thereunder in connection with the Services.
2. Comply with SEC and 1940 Act rules and regulations regarding record
retention and maintenance of records on- and off-site as required.
3. Provide the Fund's investment adviser with view and query access to the
accounting systems.
4. Assist with the set-up of new Fund accounts and the maintenance and
termination of existing Fund accounts.
Q. Other
1. Provide financial administration and fund accounting support for projects
and processes as needed and/or required. Examples include establishment of
new registrants, series and/or classes; Fund and/or Portfolio mergers,
liquidations, conversions and proxy statements; insurance policy renewals;
and issues relating to the application of fees and expense waivers. In the
event that completion of a project or process necessitates Mellon to expend
extraordinary expenses, both parties will negotiate in good faith to
compensate Mellon for all or a portion of these expenses while taking into
consideration other relevant factors such as cost sharing with other Mellon
clients and future revenue projections from such projects or processes.
2. Provide operational and financial reporting support to the Fund and each
Portfolio in connection with its credit facilities.
3. As applicable, support the Fund's transfer agent with respect to dividend
re-purchase processing and communication with omnibus dealers.
31
MELLON BANK, N.A.
By: /s/ Chris Healy
Title: First Vice President
DELAWARE GROUP ADVISER FUNDS,
on behalf of its Portfolios
identified on Schedule A
DELAWARE GROUP CASH RESERVE,
on behalf of its Portfolios
identified on Schedule A
DELAWARE GROUP EQUITY FUNDS I,
on behalf of its
Portfolios identified on Schedule A
DELAWARE GROUP EQUITY FUNDS II,
on behalf of its
Portfolios identified on Schedule A
DELAWARE GROUP EQUITY FUNDS III,
on behalf of its
Portfolios identified on Schedule A
DELAWARE GROUP EQUITY FUNDS IV,
on behalf of its
Portfolios identified on Schedule A
DELAWARE GROUP EQUITY FUNDS V,
on behalf of its
Portfolios identified on Schedule A
DELAWARE GROUP FOUNDATION FUNDS,
on behalf of its
Portfolios identified on Schedule A
DELAWARE GROUP INCOME FUNDS,
on behalf of its Portfolios
identified on Schedule A
DELAWARE GROUP STATE TAX-FREE INCOME TRUST,
on behalf of
its Portfolios identified on Schedule A
DELAWARE GROUP TAX-FREE FUND,
on behalf of its Portfolios
identified on Schedule A
DELAWARE GROUP TAX-FREE MONEY FUND,
on behalf of its
Portfolios identified on Schedule A
32
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS,
on behalf of
its Portfolios identified on Schedule A
VOYAGEUR INSURED FUNDS,
on behalf of its Portfolios
identified on Schedule A
DELAWARE INVESTMENTS MUNICIPAL TRUST,
on behalf of its
Portfolios identified on Schedule A
VOYAGEUR INTERMEDIATE TAX-FREE FUNDS,
on behalf of its
Portfolios identified on Schedule A
VOYAGEUR MUTUAL FUNDS,
on behalf of its Portfolios
identified on Schedule A
VOYAGEUR MUTUAL FUNDS II,
on behalf of its Portfolios
identified on Schedule A
DELAWARE GROUP GOVERNMENT FUND,
on behalf of its
Portfolios identified on Schedule A
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS,
on behalf
of its Portfolios identified on Schedule A
DELAWARE POOLED TRUST,
on behalf of its Portfolios
identified on Schedule A
VOYAGEUR MUTUAL FUNDS III,
on behalf of its Portfolios
identified on Schedule A
VOYAGEUR TAX FREE FUNDS,
on behalf of its Portfolios
identified on Schedule A
DELAWARE VIP TRUST,
on behalf of its Portfolios
identified on Schedule A
DELAWARE INVESTMENTS ARIZONA MUNICIPAL
INCOME FUND, INC.
DELAWARE INVESTMENTS COLORADO INSURED
MUNICIPAL FUND, INC.
33
DELAWARE INVESTMENTS FLORIDA INSURED
MUNICIPAL INCOME FUND
DELAWARE INVESTMENTS MINNESOTA MUNICIPAL
INCOME FUND II,
INC.
DELAWARE INVESTMENTS DIVIDEND AND
INCOME FUND, INC.
DELAWARE INVESTMENTS GLOBAL DIVIDEND
AND INCOME FUND, INC.
DELAWARE INVESTMENTS ENHANCED GLOBAL
DIVIDEND AND INCOME
FUND, INC.
By: /s/ Richard Salus
Title: Chief Financial Officer
34
Execution Copy Delaware Funds
SCHEDULE D TO THE
FUND ACCOUNTING AND FINANCIAL ADMINISTRATION SERVICES AGREEMENT BETWEEN
MELLON BANK, N.A. AND THE FUNDS,
Dated October 1, 2007
LIST OF AUTHORIZED PRICING VENDORS:
----------------------------------------------------------------------------------------------
Name of Vendor Types of Securities
----------------------------------------------------------------------------------------------
Interactive Data Equities (US and Foreign), Taxable Bonds, Non
Taxable Bonds, CDS
----------------------------------------------------------------------------------------------
Standard & Poor's (including JJ Kenny) Non Taxable Bonds, Taxable Bonds
----------------------------------------------------------------------------------------------
Bloomberg Equities, Bonds, Futures, Options
----------------------------------------------------------------------------------------------
Reuters Exchange Rates, Equities, Taxable Bonds
----------------------------------------------------------------------------------------------
Markit Data (via Interactive Data) CDS and CDX Swap pricing (this is either
direct or via IDC)
----------------------------------------------------------------------------------------------
FAIR VALUATION INFORMATION VENDOR(S):
----------------------------------------------------------------------------------------------
Name of Vendor Types of Securities
----------------------------------------------------------------------------------------------
Interactive Data Fair Value Service Foreign Equities
----------------------------------------------------------------------------------------------
LIST OF AUTHORIZED DATA INFORMATION VENDORS:
----------------------------------------------------------------------------------------------
Name of Vendor Type of Service
----------------------------------------------------------------------------------------------
GICS Security Classifications
----------------------------------------------------------------------------------------------
Xcitek Corporate Actions Notifications
----------------------------------------------------------------------------------------------
S&P - CUSIP CUSIP Database
----------------------------------------------------------------------------------------------
Securities Class Action Services LLC Class Action Notification
----------------------------------------------------------------------------------------------
LSE - SEDOL License SEDOL Database
----------------------------------------------------------------------------------------------
Thomson Financial Municipal Floating Rates
----------------------------------------------------------------------------------------------
35
MELLON BANK, N.A.
By: /s/ Chris Healy
Title: First Vice President
DELAWARE GROUP ADVISER FUNDS,
on behalf of its Portfolios
identified on Schedule A
DELAWARE GROUP CASH RESERVE,
on behalf of its Portfolios
identified on Schedule A
DELAWARE GROUP EQUITY FUNDS I,
on behalf of its
Portfolios identified on Schedule A
DELAWARE GROUP EQUITY FUNDS II,
on behalf of its
Portfolios identified on Schedule A
DELAWARE GROUP EQUITY FUNDS III,
on behalf of its
Portfolios identified on Schedule A
DELAWARE GROUP EQUITY FUNDS IV,
on behalf of its
Portfolios identified on Schedule A
DELAWARE GROUP EQUITY FUNDS V,
on behalf of its
Portfolios identified on Schedule A
DELAWARE GROUP FOUNDATION FUNDS,
on behalf of its
Portfolios identified on Schedule A
DELAWARE GROUP INCOME FUNDS,
on behalf of its Portfolios
identified on Schedule A
DELAWARE GROUP STATE TAX-FREE INCOME TRUST,
on behalf of
its Portfolios identified on Schedule A
DELAWARE GROUP TAX-FREE FUND,
on behalf of its Portfolios
identified on Schedule A
DELAWARE GROUP TAX-FREE MONEY FUND,
on behalf of its
Portfolios identified on Schedule A
36
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS,
on behalf of
its Portfolios identified on Schedule A
VOYAGEUR INSURED FUNDS, on behalf
of its Portfolios
identified on Schedule A
DELAWARE INVESTMENTS MUNICIPAL TRUST,
on behalf of its
Portfolios identified on Schedule A
VOYAGEUR INTERMEDIATE TAX-FREE FUNDS,
on behalf of its
Portfolios identified on Schedule A
VOYAGEUR MUTUAL FUNDS,
on behalf of its Portfolios
identified on Schedule A
VOYAGEUR MUTUAL FUNDS II,
on behalf of its Portfolios
identified on Schedule A
DELAWARE GROUP GOVERNMENT FUND,
on behalf of its
Portfolios identified on Schedule A
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS,
on behalf
of its Portfolios identified on Schedule A
DELAWARE POOLED TRUST,
on behalf of its Portfolios
identified on Schedule A
VOYAGEUR MUTUAL FUNDS III,
on behalf of its Portfolios
identified on Schedule A
VOYAGEUR TAX FREE FUNDS,
on behalf of its Portfolios
identified on Schedule A
DELAWARE VIP TRUST,
on behalf of its Portfolios
identified on Schedule A
DELAWARE INVESTMENTS ARIZONA MUNICIPAL
INCOME FUND, INC.
DELAWARE INVESTMENTS COLORADO INSURED
MUNICIPAL FUND, INC.
37
DELAWARE INVESTMENTS FLORIDA INSURED
MUNICIPAL INCOME FUND
DELAWARE INVESTMENTS MINNESOTA MUNICIPAL
INCOME FUND II, INC.
DELAWARE INVESTMENTS DIVIDEND AND
INCOME FUND, INC.
DELAWARE INVESTMENTS GLOBAL DIVIDEND
AND INCOME FUND, INC.
DELAWARE INVESTMENTS ENHANCED GLOBAL
DIVIDEND AND INCOME
FUND, INC.
By: /s/ Richard Salus
Title: Chief Financial Officer
38