Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Trustees of
Delaware Investments National Municipal Income Fund

In planning and performing our audit of the financial statements of Delaware Investments National
Municipal Income Fund (the "Fund") as of and for the year ended March 31, 2010, in accordance with the
standards of the Public Company Accounting Oversight Board (United States), we considered the Fund's
internal control over financial reporting, including controls over safeguarding securities, as a basis for
designing our auditing procedures for the purpose of expressing our opinion on the financial statements
and to comply with the requirements of Form N-SAR, but not for the purpose of expressing an opinion on the
effectiveness of the Fund's internal control over financial reporting.  Accordingly, we express no such
opinion.

The management of the Fund is responsible for establishing and maintaining effective internal control over
financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to
assess the expected benefits and related costs of controls.  A company's internal control over financial
reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles.  A company's internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of a company's assets that could have a material effect on the financial
statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.




A deficiency in internal control over financial reporting exists when the design or operation of a control does
not allow management or employees, in the normal course of performing their assigned functions, to
prevent or detect misstatements on a timely basis.  A material weakness is a deficiency, or a combination of
deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a
material misstatement of the company's annual or interim financial statements will not be prevented or
detected on a timely basis.

Our consideration of the Fund's internal control over financial reporting was for the limited purpose
described in the first paragraph and would not necessarily disclose all deficiencies in internal control that
might be material weaknesses under standards established by the Public Company Accounting Oversight
Board (United States).  However, we noted no deficiencies in the Fund's internal control over financial
reporting and its operation, including controls over safeguarding securities that we consider to be a
material weakness as defined above as of March 31, 2010.

This report is intended solely for the information and use of management and the Board of Trustees of the
Fund and the Securities and Exchange Commission and is not intended to be and should not be used by
anyone other than these specified parties.



                                                        Ernst & Young, LLP

Philadelphia, Pennsylvania
May 19, 2010






2

Delaware Investments National Municipal Income Fund
Form N-SAR Exhibit List
March 31, 2010


SUB-ITEM 77C:  Submission of matters to a vote of security holders

At Joint Special Meetings of Shareholders of Delaware Investments National Municipal Income
Fund (the "Trust"), the shareholders of the Trust voted to approve a new investment advisory
agreement for the Trust at a meeting held on November 12, 2009.

The following proposal was submitted for a vote of the shareholders:

To approve a new investment advisory agreement for the Trust.

A quorum of the shares outstanding was present, and the votes passed with a majority of those
shares.  The results were as follows:




Delaware Investments National Municipal Income Fund

SHARES VOTED FOR        1,140,098
SHARES VOTED AGAINST    59,416
SHARES VOTED WITHHELD   40,900



SUB-ITEM 77K:  Submission of matters to a vote of security holders

Due to independence matters under the Securities and Exchange Commission's auditor
independence rules relating to the January 4, 2010 acquisition of Delaware Investments
(including Delaware Management Company) by Macquarie Group, Ernst & Young LLP ("E&Y")
has resigned as the independent registered public accounting firm for Delaware Investments
National Municipal Income Fund (the "Fund") effective May 27, 2010.  At a meeting held on
February 18, 2010, the Board of Trustees of the Fund, upon recommendation of the Audit
Committee, selected PricewaterhouseCoopers LLC ("PwC") to serve as the independent
registered public accounting firm for the Fund for the fiscal year ending March 31, 2011.  During
the fiscal years ended March 31, 2009 and March 31, 2010, E&Y's audit reports on the financial
statements of the Fund did not contain any adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope, or accounting principles.  In addition,
there were no disagreements between the Fund and E&Y on accounting principles, financial
statements disclosures or audit scope, which, if not resolved to the satisfaction of E&Y, would
have caused them to make reference to the disagreement in their reports.  Neither the Fund nor
anyone on its behalf has consulted with PwC at any time prior to their selection with respect to
the application of accounting principles to a specified transaction, either completed or proposed
or the type of audit opinion that might be rendered on the Fund's financial statements.


SUB-ITEM 77.Q.1(e):  Investment Management Agreement (January 4, 2010) between Delaware
Investments National Municipal Income Fund and Delaware Management Company, a series of
Delaware Management Business Trust, attached as Exhibit.


SUB-ITEM 77.Q.1(f):  Letter from the independent accountants furnished pursuant to Sub-Item
77K, attached as Exhibit.

       INVESTMENT MANAGEMENT AGREEMENT
       AGREEMENT, made by and between DELAWARE INVESTMENTS NATIONAL
MUNICIPAL INCOME FUND, a Massachusetts Business Trust (the "Company"), and
DELAWARE MANAGEMENT COMPANY, a series of Delaware Management Business
Trust, a Delaware statutory trust (the "Investment Manager").
W I T N E S S E T H:

WHEREAS, the Company has been organized and operates as an investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Company engages in the business of investing and reinvesting its assets in
securities;
WHEREAS, the Investment Manager is registered under the Investment Advisers Act of 1940, as
amended (the "Advisers Act"), as an investment adviser and engages in the business of providing
investment management services; and
WHEREAS, the Company and the Investment Manager desire to enter into this Agreement so
that the Investment Manager may provide investment management services to the Company.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, and each of the
parties hereto intending to be legally bound, it is agreed as follows:
1.      The Company hereby employs the Investment Manager to manage the investment and
reinvestment of the Company's assets and to administer the Company's affairs, subject to the
direction of the Company's Board of Trustees and officers for the period and on the terms
hereinafter set forth.  The Investment Manager hereby accepts such employment and agrees
during such period to render the services and assume the obligations herein set forth for the
compensation herein provided.  The Investment Manager shall for all purposes herein be deemed
to be an independent contractor, and shall, unless otherwise expressly provided and authorized,
have no authority to act for or represent the Company in any way, or in any way be deemed an
agent of the Company.  The Investment Manager shall regularly make decisions as to what
securities and other instruments to purchase and sell on behalf of the Company and shall effect
the purchase and sale of such investments in furtherance of the Company's investment objectives
and policies and shall furnish the Board of Trustees of the Company with such information and
reports regarding the Company's investments as the Investment Manager deems appropriate or as
the Trustees of the Company may reasonably request.  Such decisions and services shall include
exercising discretion regarding any voting rights, rights to consent to corporate actions and any
other rights pertaining to the Company's investment securities.
2.      The Company shall conduct its own business and affairs and shall bear the expenses and
salaries necessary and incidental thereto, including, but not in limitation of the foregoing, the
costs incurred in: the maintenance of its corporate existence; the maintenance of its own books,
records and procedures; dealing with its own shareholders; the payment of dividends; transfer of
shares, including issuance, redemption and repurchase of shares; preparation of share certificates;
reports and notices to shareholders; calling and holding of shareholders' and Trustees' meetings;
miscellaneous office expenses; brokerage commissions; custodian fees; legal, auditing, fund
accounting and financial administration fees; taxes; federal and state registration fees; and other
costs and expenses approved by the Board of Trustees.  Trustees, officers and employees of the
Investment Manager may be directors, trustees, officers and employees of any of the investment
companies within the Delaware Investments family of funds (including the Company).  Trustees,
officers and employees of the Investment Manager who are directors, trustees, officers and/or
employees of these investment companies shall not receive any compensation from such
companies for acting in such dual capacity.
In the conduct of the respective businesses of the parties hereto and in the performance of this
Agreement, the Company and Investment Manager may share facilities common to each, which
may include legal and accounting personnel, with appropriate proration of expenses between
them.
3.      (a)     Subject to the primary objective of obtaining the best execution, the Investment
Manager may place orders for the purchase and sale of portfolio securities and other instruments
with such broker/dealers selected by the Investment Manager who provide statistical, factual and
financial information and services to the Company, to the Investment Manager, to any sub-
adviser (as defined in Paragraph 5 hereof, a "Sub-Adviser") or to any other fund or account for
which the Investment Manager or any Sub-Adviser provides investment advisory services and/or
with broker/dealers who sell shares of the Company or who sell shares of any other investment
company (or series thereof) for which the Investment Manager or any Sub-Adviser provides
investment advisory services.  Broker/dealers who sell shares of any investment companies or
series thereof for which the Investment Manager or Sub-Adviser provides investment advisory
services shall only receive orders for the purchase or sale of portfolio securities to the extent that
the placing of such orders is in compliance with the rules of the Securities and Exchange
Commission (the "SEC") and Financial Industry Regulatory Authority, Inc. ("FINRA") and does
not take into account such broker/dealer's promotion or sale of such shares.
       (b)      Notwithstanding the provisions of subparagraph (a) above and subject to such
policies and procedures as may be adopted by the Board of Trustees and officers of the Company,
the Investment Manager may cause the Company to pay a member of an exchange, broker or
dealer an amount of commission for effecting a securities transaction in excess of the amount of
commission another member of an exchange, broker or dealer would have charged for effecting
that transaction, in such instances where the Investment Manager has determined in good faith
that such amount of commission was reasonable in relation to the value of the brokerage and
research services provided by such member, broker or dealer, viewed in terms of either that
particular transaction or the Investment Manager's overall responsibilities with respect to the
Company and to other investment companies (or series thereof) and other advisory accounts for
which the Investment Manager exercises investment discretion.
4.      As compensation for the investment services to be rendered to the Company by the
Investment Manager under the provisions of this Agreement, the Company shall pay monthly to
the Investment Manager exclusively from the Company's assets, a fee based on the average daily
net assets of the Company during the month.  Such fee shall be calculated in accordance with the
fee schedule applicable to the Company as set forth in Exhibit A hereto.
If this Agreement is terminated prior to the end of any calendar month, the management fee for
the Company shall be prorated for the portion of any month in which this Agreement is in effect
according to the proportion which the number of calendar days during which the Agreement is in
effect bears to the number of calendar days in the month, and shall be payable within 10 calendar
days after the date of termination.
5.      The Investment Manager may, at its expense, select and contract with one or more
investment advisers registered under the Advisers Act ("Sub-Advisers") to perform some or all of
the services for the Company for which it is responsible under this Agreement.  The Investment
Manager will compensate any Sub-Adviser for its services to the Company.  The Investment
Manager may terminate the services of any Sub-Adviser at any time in its sole discretion, and
shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor
Sub-Adviser is selected and the requisite approval of the Company's shareholders, if any is
required, is obtained.  The Investment Manager will continue to have responsibility for all
advisory services furnished by any Sub-Adviser.
6.      The services to be rendered by the Investment Manager to the Company under the
provisions of this Agreement are not to be deemed to be exclusive.  The Investment Manager, its
trustees, officers, employees, agents and shareholders may engage in other businesses, may
render investment advisory services to other investment companies, or to any other corporation,
association, firm or individual, and may render underwriting services to the Company or to any
other investment company, corporation, association, firm or individual, so long as the Investment
Manager's other activities do not impair its ability to render the services provided for in this
Agreement.
7.      It is understood and agreed that so long as the Investment Manager and/or its advisory
affiliates shall continue to serve as the investment adviser to the Company, other investment
companies as may be sponsored or advised by the Investment Manager or its affiliates may have
the right permanently to adopt and to use the words "Delaware," "Delaware Investments" or
"Delaware Group" in their names and in the names of any series or class of shares of such funds.
8.      In the absence of willful misfeasance, bad faith, gross negligence, or a reckless disregard
of the performance of its duties as the Investment Manager to the Company, the Investment
Manager shall not be subject to liability to the Company or to any shareholder of the Company
for any action or omission in the course of, or connected with, rendering services hereunder or for
any losses that may be sustained in the purchase, holding or sale of any security, or otherwise.
9.      (a)     This Agreement shall be executed and become effective as of the date written
below, only if approved by the vote of a majority of the outstanding voting securities of the
Company.  It shall continue in effect for an initial period of two years and may be renewed
thereafter only so long as such renewal and continuance is specifically approved at least annually
by the Board of Trustees or by the vote of a majority of the outstanding voting securities of the
Company and only if the terms and the renewal hereof have been approved by the vote of a
majority of the Trustees of the Company who are not parties hereto or interested persons of any
such party ("Independent Trustees"), cast in person at a meeting called for the purpose of voting
on such approval.
       (b)      This Agreement (and Exhibit A hereto) may be amended without the approval of
a majority of the outstanding voting securities of the Company if the amendment relates solely to
a management fee reduction or other change that is permitted or not prohibited under the then
current federal law, rule, regulation or SEC staff interpretation thereof to be made without
shareholder approval. This Agreement may be amended from time to time pursuant to a written
agreement executed by the Company and the Investment Manager.
       (c)      This Agreement may be terminated by the Company at any time, without the
payment of a penalty, on sixty days' written notice to the Investment Manager of the Company's
intention to do so, pursuant to action by the Board of Trustees of the Company or pursuant to the
vote of a majority of the outstanding voting securities of the Company.  The Investment Manager
may terminate this Agreement at any time, without the payment of a penalty, on sixty days'
written notice to the Company of its intention to do so. Upon termination of this Agreement, the
obligations of all the parties hereunder shall cease and terminate as of the date of such
termination, except for any obligation to respond for a breach of this Agreement committed prior
to such termination, and except for the obligation of the Company to pay to the Investment
Manager the fee provided in Paragraph 4 hereof, prorated to the date of termination. This
Agreement shall automatically terminate in the event of its assignment.
10.     This Agreement shall extend to and bind the administrators, successors and permitted
assigns of the parties hereto.
11.     For the purposes of this Agreement, (i) the terms "vote of a majority of the outstanding
voting securities"; "interested persons"; and "assignment" shall have the meaning ascribed to
them in the 1940 Act; and (ii) references to the SEC and FINRA shall be deemed to include any
successor regulators.
        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers as of the 4th day of January, 2010

DELAWARE MANAGEMENT
COMPANY, a series of Delaware
Management Business Trust





DELAWARE INVESTMENTS NATIONAL
MUNICIPAL INCOME FUND

By      David P. O'Connor
Name   David P. O'Connor
Title     Sr. Vice President

By      Patrick P. Coyne
Name   Patrick P. Coyne
Title     President









EXHIBIT A
THIS EXHIBIT to the Investment Advisory Agreement between DELAWARE
INVESTMENTS NATIONAL MUNICIPAL INCOME FUND (the "Company") and
DELAWARE MANAGEMENT COMPANY, a series of Delaware Management Business
Trust (the "Investment Manager") entered into as of the 4th day of January, 2010 (the
"Agreement") provides the management fee rate schedule for the Company and the date on which
the Agreement became effective for the Company.


Effective Date
Management Fee Schedule (as a
percentage of average daily net
assets)
Annual Rate
Delaware Investments National
Municipal Income Fund
January 4, 2010

0.40%


*For the purposes of calculating the fee, the Company's average daily net assets shall be
calculated without regard to (i) the liquidation value or other involuntary liquidation
preference of any outstanding senior security which is a stock (including shares of
preferred stock) of the Company (as those terms are used in Section 18 of the 1940 Act)
and (ii) liabilities arising from other senior securities, borrowings or other forms of
leveraging.
Investment Agree- 1_2010 Clsd End- Natl Muni Income     1

Error! Unknown document property name.

Sub-Item 77Q1(f)
Exhibit to Form N-SAR
Filed in Response to N-SAR Item 77K
Reg S-K Item 304(a)(3) Requirement



May 28, 2010

Securities and Exchange Commission
100 F Street, N. E.
Washington, D.C. 20549

Gentlemen:

We have read Item 77K of Form N-SAR, dated May 28, 2010, of Delaware Investments(r)
National Municipal Income Fund and are in agreement with the statements contained therein.


       Yours very truly,

       /s/ Ernst & Young LLP

835343-1

SUB-ITEM 77K:  Submission of matters to a vote of security holders

Due to independence matters under the Securities and Exchange Commission's auditor
independence rules relating to the January 4, 2010 acquisition of Delaware Investments
(including Delaware Management Company) by Macquarie Group, Ernst & Young LLP ("E&Y")
has resigned as the independent registered public accounting firm for Delaware Investments
National Municipal Income Fund (the "Fund") effective May 27, 2010.  At a meeting held on
February 18, 2010, the Board of Trustees of the Fund, upon recommendation of the Audit
Committee, selected PricewaterhouseCoopers LLC ("PwC") to serve as the independent
registered public accounting firm for the Fund for the fiscal year ending March 31, 2011.  During
the fiscal years ended March 31, 2009 and March 31, 2010, E&Y's audit reports on the financial
statements of the Fund did not contain any adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope, or accounting principles.  In addition,
there were no disagreements between the Fund and E&Y on accounting principles, financial
statements disclosures or audit scope, which, if not resolved to the satisfaction of E&Y, would
have caused them to make reference to the disagreement in their reports.  Neither the Fund nor
anyone on its behalf has consulted with PwC at any time prior to their selection with respect to
the application of accounting principles to a specified transaction, either completed or proposed
or the type of audit opinion that might be rendered on the Fund's financial statements.