EX-99.77Q1 OTHR EXHB

EXHIBIT 77Q1(a)

AMENDED AND RESTATED BY-LAWS
OF
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS
A Delaware Statutory Trust

ARTICLE I
      OFFICES

Section 1. PRINCIPAL OFFICE. The principal
executive office of Delaware Group Limited-Term
Government Funds (the "Trust") shall be One
Commerce Square, Philadelphia, Pennsylvania,
19103.  The board of trustees (the "Board of
Trustees") may, from time to time, change the
location of the principal executive office of the
Trust to any place within or outside the State of
Delaware.

Section 2. OTHER OFFICES. The Board of
Trustees may at any time establish branch or
subordinate offices at any place or places where
the Trust intends to do business.

ARTICLE II
MEETINGS OF SHAREHOLDERS

Section 1. PLACE OF MEETINGS. Meetings of
shareholders shall be held at any place within or
outside the State of Delaware designated by the
Board of Trustees. In the absence of any such
designation by the Board of Trustees,
shareholders' meetings shall be held at the
principal executive office of the Trust.  For
purposes of these Amended and Restated By-
Laws (the "By-Laws"), the term "shareholder"
shall mean a record owner of shares of the Trust.

Section 2. CALL OF MEETING. A meeting of
the shareholders may be called at any time by the
Board of Trustees, the Chairperson (as defined
under Section 3 of Article III herein) or by the
President (as defined under Section 1 of Article V
herein). If the Trust is required under the
Investment Company Act of 1940, as amended
(the "1940 Act"), to hold a shareholders' meeting
to elect trustees, the meeting shall be deemed an
"annual meeting" for that year for purposes of the
1940 Act.

Section 3. NOTICE OF SHAREHOLDERS'
MEETING. All notices of meetings of
shareholders shall be sent or otherwise given, in
accordance with Section 4 of this Article, not less
than seven (7) nor more than one-hundred twenty
(120) days before the date of the meeting. The
notice shall specify (i) the place, date and hour of
the meeting, and (ii) the general nature of the
business to be transacted. The notice of any
meeting at which trustees are to be elected also
shall include the name of any nominee or
nominees whom at the time of the notice are
intended to be presented for election. Except with
respect to adjournments as provided herein, no
business shall be transacted at such meeting other
than that specified in the notice.

Section 4. MANNER OF GIVING NOTICE;
AFFIDAVIT OF NOTICE. Notice of any
meeting of shareholders shall be given either
personally or by first-class mail, courier or
telegraphic, facsimile, electronic mail or other
written communication, charges prepaid,
addressed to the shareholder at the address of that
shareholder appearing on the books of the Trust
or its transfer agent or given by the shareholder to
the Trust for the purpose of notice. If no such
address appears on the Trust's books or is given,
notice shall be deemed to have been given if sent
to that shareholder by first-class mail, courier, or
telegraphic, facsimile, electronic mail or other
written communication to the Trust's principal
executive office. Notice shall be deemed to have
been given at the time when delivered personally
or deposited in the mail, with a courier or sent by
telegram, facsimile, electronic mail or other
means of written communication.

If any notice addressed to a shareholder at the
address of that shareholder appearing on the
books of the Trust is returned to the Trust marked
to indicate that the notice to the shareholder
cannot be delivered at that address, all future
notices or reports shall be deemed to have been
duly given without further mailing, or substantial
equivalent thereof, if such notices shall be
available to the shareholder on written demand of
the shareholder at the principal executive office
of the Trust for a period of one year from the date
of the giving of the notice.

An affidavit of the mailing or other means of
giving any notice of any shareholders' meeting
shall be executed by the secretary, assistant
secretary or any transfer agent of the Trust giving
the notice and shall be filed and maintained in the
records of the Trust.  Such affidavit shall, in the
absence of fraud, be prima facie evidence of the
facts stated therein.

Section 5. ADJOURNED MEETING; NOTICE.
Any shareholders' meeting, whether or not a
quorum is present, may be adjourned from time to
time (and at any time during the course of the
meeting) by a majority of the votes cast by those
shareholders present in person or by proxy, or by
the chairperson of the meeting.  Any adjournment
may be with respect to one or more proposals, but
not necessarily all proposals, to be voted or acted
upon at such meeting and any adjournment will
not delay or otherwise affect the effectiveness
and validity of a vote or other action taken at a
shareholders' meeting prior to adjournment.

When any shareholders' meeting is adjourned to
another time or place, notice need not be given of
the adjourned meeting at which the adjournment
is taken, unless a new record date of the
adjourned meeting is fixed or unless the
adjournment is for more than one hundred eighty
(180) days from the record date set for the
original meeting, in which case the Board of
Trustees shall set a new record date. If notice of
any such adjourned meeting is required pursuant
to the preceding sentence, it shall be given to
each shareholder of record entitled to vote at the
adjourned meeting in accordance with the
provisions of Sections 3 and 4 of this Article.  At
any adjourned meeting, the Trust may transact
any business that might have been transacted at
the original meeting.

Section 6. VOTING. The shareholders entitled to
vote at any meeting of shareholders shall be
determined in accordance with the provisions of
the Declaration of Trust, as in effect at such time.
The shareholders' vote may be by voice vote or
by ballot; provided, however, that any election for
trustees must be by ballot if demanded by any
shareholder before the voting has begun.

Abstentions and broker non-votes will be
included for purposes of determining whether a
quorum is present at a shareholders' meeting.
Abstentions and broker non-votes will be treated
as votes present at a shareholders' meeting, but
will not be treated as votes cast.  Abstentions and
broker non-votes, therefore, will have no effect
on proposals which require a plurality or majority
of votes cast for approval, but will have the same
effect as a vote "against" on proposals requiring a
majority of outstanding voting securities for
approval.

Unless otherwise determined by the Board of
Trustees at the time it approves an action to be
submitted to the shareholders for approval,
shareholder approval of an action shall remain in
effect until such time as the approved action is
implemented or the shareholders vote to the
contrary.  Notwithstanding the foregoing, an
agreement of merger or consolidation may be
terminated or amended notwithstanding prior
approval if so authorized by such agreement of
merger or consolidation pursuant to Section 3815
of the Delaware Statutory Trust Act ("DSTA").

Section   7. WRITTEN ACTION.  Any action
that might be taken at a meeting of the
shareholders may be taken without a meeting in
accordance with the provisions of the Trust's
Agreement and Declaration of Trust, as may be
amended from time to time.

Section 8. WAIVER OF NOTICE BY
CONSENT OF ABSENT SHAREHOLDERS.
The transactions of a meeting of shareholders,
however called and noticed and wherever held,
shall be valid as though transacted at a meeting
duly held after regular call and notice if a quorum
be present either in person or by proxy.
Attendance by a person at a meeting shall also
constitute a waiver of notice with respect to that
person of that meeting, except when the person
objects at the beginning of the meeting to the
transaction of any business because the meeting
is not lawfully called or convened and except that
such attendance is not a waiver of any right to
object to the consideration of matters not
included in the notice of the meeting if that
objection is expressly made at the beginning of
the meeting.  Whenever notice of a meeting is
required to be given to a shareholder under the
Declaration of Trust or these ByLaws, a written
waiver thereof, executed before or after the
meeting by such shareholder or his or her
attorney thereunto authorized and filed with the
records of the meeting, shall be deemed
equivalent to such notice.

Section 9. PROXIES. Every shareholder entitled
to vote for trustees or on any other matter shall
have the right to do so either in person or by one
or more agents authorized by a written proxy
signed by the shareholder and filed with the
secretary of the Trust. A proxy shall be deemed
signed if the shareholder's name is placed on the
proxy (whether by manual signature, typewriting,
telegraphic transmission, electronic transmission
or otherwise) by the shareholder or the
shareholder's attorney-in-fact.  A validly
executed proxy which does not state that it is
irrevocable shall continue in full force and effect
unless (i) revoked by the shareholder executing it
by a written notice delivered to the Trust prior to
the exercise of the proxy or by the shareholder's
execution of a subsequent proxy or attendance
and vote in person at the meeting; or (ii) written
notice of the death or incapacity of the
shareholder is received by the Trust before the
proxy's vote is counted; provided, however, that
no proxy shall be valid after the expiration of
eleven (11) months from the date of the proxy
unless otherwise provided in the proxy.  The
revocability of a proxy that states on its face that
it is irrevocable shall be governed by the
provisions of the General Corporation Law of the
State of Delaware.

With respect to any shareholders' meeting, the
Trust may accept proxies by electronic
transmission (as defined in the DSTA) or
telephonic, computerized, telecommunications or
any other reasonable alternative to the execution
of a written instrument authorizing the proxy to
act, provided the shareholder's authorization is
received within eleven (11) months before the
meeting.  A proxy with respect to shares held in
the name of two or more Persons shall be valid if
executed by any one of them unless at or prior to
exercise of the proxy the Trust receives a specific
written notice to the contrary from any one of
them.  A proxy purporting to be executed by or
on behalf of a shareholder shall be deemed valid
unless challenged at or prior to its exercise and
the burden of proving invalidity shall rest with
the challenger.

Section 10. INSPECTORS OF ELECTION.
Before any meeting of shareholders, the Board of
Trustees or the appropriate officers of the Trust
may appoint any person other than nominees for
office to act as inspector of election at the
meeting or its adjournment.  If no inspector of
election is so appointed, the chairperson of the
meeting may, and on the request of any
shareholder or a shareholder's proxy shall,
appoint an inspector of election at the meeting.  If
any person appointed as inspector fails to appear
or fails or refuses to act, the chairperson of the
meeting may, and on the request of any
shareholder or a shareholder's proxy shall,
appoint a person to fill the vacancy.




The inspector shall:

(a)determine the number of shares
outstanding and the voting power of each, the
shares represented at the meeting, the existence of
a quorum and the authenticity, validity and effect
of proxies;

(b)receive votes, ballots or consents;
(c)hear and determine all challenges and
questions in any way arising in connection with
the right to vote;

(d)count and tabulate all votes or consents;
(e)determine when the polls shall close;
(f)determine the result; and
(g)do any other acts that may be proper to
conduct the election or vote with fairness to all
shareholders.

ARTICLE III
TRUSTEES

Section 1. POWERS. Subject to the applicable
provisions of the Declaration of Trust and these
By-Laws relating to action requiring shareholder
approval, the business and affairs of the Trust
shall be managed and all powers shall be
exercised by or under the direction of the Board
of Trustees.

Section 2. NUMBER OF TRUSTEES. The
number of trustees constituting the Board of
Trustees shall be determined as set forth in the
Declaration of Trust.

Section 3. CHAIRPERSON. The Board of
Trustees may elect a chairperson for the purpose
of presiding at meetings of the Board of Trustees
(the "Chairperson").  The Chairperson shall
exercise and perform such other powers and
duties as may be from time to time assigned to the
Chairperson by the Board of Trustees or
prescribed by the By-Laws.  The Chairperson
may delegate his or her powers and duties to the
trustees or officers of the Trust that he or she
deems appropriate, provided that such delegation
is consistent with applicable legal and regulatory
requirements.

Section 4. VACANCIES. Vacancies in the Board
Trustees may be filled by a majority of the
emaining trustees, though less than a quorum, or
by a sole remaining trustee, unless the Board of
Trustees calls a meeting of shareholders for the
purpose of filling such vacancies.
Notwithstanding the above, whenever and for so
long as the Trust is a participant in or otherwise
has in effect a plan under which the Trust may be
deemed to bear expenses of distributing its shares
as that practice is described in Rule 12b-1 under
the 1940 Act, then the selection and nomination
of the trustees who are not "interested persons" of
the Trust, as that term is defined in the 1940 Act
(the "Independent Trustees") shall be, and is,
committed to the discretion of the Independent
Trustees.

In the event that all trustee offices become vacant,
an authorized officer of Delaware Management
Company, a series of Delaware Management
Business Trust, or any successor entity thereto or
affiliate thereof serving as investment adviser to
the Trust ("DMC"), on behalf DMC, shall serve
as the sole remaining trustee effective upon the
vacancy in the office of the last trustee.  In such
case, such officer of DMC, as the sole remaining
trustee, shall, as soon as practicable, fill all of the
vacancies on the Board of Trustees; provided,
however, that, upon filling such vacancies, the
percentage of trustees who are Independent
Trustees of the Trust shall be no less than that
required by the 1940 Act.  Thereupon, such
officer of DMC shall resign as trustee and a
meeting of the shareholders shall be called, as
required by the 1940 Act, for the election of
trustees.

Whenever a vacancy in the Board of Trustees
shall occur (by reason of death, resignation,
removal, an increase in the authorized number of
trustees or other cause), until such vacancy is
filled as provided herein or the number of
authorized trustees constituting the Board of
Trustees is decreased pursuant to Article IV,
Section 1 of the Declaration of Trust, the
trustee(s) then in office, regardless of the number
and even if less than a quorum, shall have all the
powers granted to the Board of Trustees and shall
discharge all the duties imposed upon the Board
of Trustees by the Declaration of Trust and these
By-Laws as though such number constitutes the
entire Board of Trustees.

Section 5. PLACE OF MEETINGS AND
MEETINGS BY TELEPHONE. All meetings of
the Board of Trustees may be held at any place
within or outside the State of Delaware that has
been designated from time to time by resolution
of the Board of Trustees. In the absence of such a
designation, regular meetings shall be held at the
principal executive office of the Trust. Any
meeting, regular or special, may be held by
conference telephone or similar communication
equipment, so long as all trustees participating in
the meeting can hear one another, and all such
trustees shall be deemed to be present in person at
the meeting.

Section 6. REGULAR MEETINGS. Regular
meetings of the Board of Trustees shall be held
without call at such time as shall from time to
time be fixed by the Board of Trustees. Such
regular meetings may be held without notice.

Section 7. SPECIAL MEETINGS. Special
meetings of the Board of Trustees for any
purpose or purposes may be called at any time by
the Chairperson, the President (as defined under
Section 1 of Article V herein), any vice president,
the secretary or any two (2) trustees.

Notice of the time and place of special meetings
shall be delivered personally or by telephone to
each trustee or sent by first-class mail, courier or
telegram, charges prepaid, or by facsimile or
electronic mail, addressed to each trustee at that
trustee's address as it is shown on the records of
the Trust. In case the notice is mailed, it shall be
deposited in the United States mail at least seven
(7) days before the time of the holding of the
meeting. In case the notice is delivered
personally, by telephone, by courier, to the
telegraph company, or by express mail, facsimile,
electronic mail or similar service, it shall be
delivered at least forty-eight (48) hours before the
time of the holding of the meeting. Any oral
notice given personally or by telephone may be
communicated either to the trustee or to a person
at the office of the trustee who the person giving
the notice has reason to believe will promptly
communicate it to the trustee. The notice need not
specify the purpose of the meeting or, if the
meeting is to be held at the principal executive
office of the Trust, the place of the meeting.

Section 8. QUORUM. A majority of the
authorized number of trustees shall constitute a
quorum for the transaction of business, except to
adjourn as provided in Section 11 of this Article.
Every act or decision done or made by a majority
of the trustees present at a meeting duly held at
which a quorum is present shall be regarded as
the act of the Board of Trustees, subject to the
provisions of the Declaration of Trust. A meeting
at which a quorum is initially present may
continue to transact business notwithstanding the
withdrawal of trustees if any action taken is
approved by at least a majority of the required
quorum for that meeting.

Section 9. WAIVER OF NOTICE. Notice of any
meeting need not be given to any trustee who
either before or after the meeting signs a written
waiver of notice, a consent to holding the
meeting, or an approval of the minutes. The
waiver of notice or consent need not specify the
purpose of the meeting. All such waivers,
consents, and approvals shall be filed with the
records of the Trust or made a part of the minutes
of the meeting. Notice of a meeting shall also be
deemed given to any trustee who attends the
meeting without protesting before or at its
commencement about the lack of notice to that
trustee.

Section 10.  ACTION BY WRITTEN CONSENT
IN LIEU OF MEETINGS.  Except as required by
law, including the 1940 Act and the rules and
regulations thereunder, on any matter required or
permitted to be voted on by the Board of Trustees
or a committee of the Board of Trustees, the
Board of Trustees or committee thereof may take
such action without a meeting, without prior
notice and without a vote, if a consent or consents
in writing, setting forth the action so taken, shall
be signed by the Trustees having not less than the
minimum number of votes that would be
necessary to authorize or take such action at a
meeting at which all Trustees entitled to vote
thereon were present and voted.

Section 11. ADJOURNMENT. A majority of the
trustees present, whether or not constituting a
quorum, may adjourn any matter at any meeting
to another time and place.

Section 12. NOTICE OF ADJOURNMENT.
Notice of the time and place of holding an
adjourned meeting need not be given unless the
meeting is adjourned for more than seven (7)
days, in which case notice of the time and place
shall be given before the time of the adjourned
meeting to the trustees who were present at the
time of the adjournment.

Section 13. FEES AND COMPENSATION OF
TRUSTEES. Trustees and members of
committees may receive such compensation, if
any, for their services and such reimbursement of
expenses as may be fixed or determined by
resolution of the Board of Trustees. This Section
13 shall not be construed to preclude any trustee
from serving the Trust in any other capacity as an
officer, agent, employee, or otherwise and
receiving compensation for those services.

Section 14. TRUSTEE EMERITUS.  Upon
retirement of a trustee, the Board of Trustees may
elect him or her to the position of Trustee
Emeritus. A Trustee Emeritus shall serve for one
year and may be reelected by the Board of
Trustees from year to year thereafter. Any person
serving as a Trustee Emeritus shall not vote at
meetings of trustees and shall not be held
responsible for actions of the Board of Trustees
but shall receive fees paid to trustees for serving
as such.

ARTICLE IV
COMMITTEES

Section 1. COMMITTEES OF TRUSTEES. The
Board of Trustees may, by resolution adopted by
a majority of the authorized number of trustees,
designate one or more committees, each
consisting of two (2) or more trustees, to serve at
the pleasure of the Board of Trustees. The Board
of Trustees may designate one or more trustees as
alternate members of any committee who may
replace any absent member at any meeting of the
committee. Any committee to the extent provided
in the resolution of the Board of Trustees, shall
have the authority of the Board of Trustees,
except with respect to:

(a) the approval of any action which under the
Declaration of Trust or applicable law also
requires shareholders' approval or requires
approval by a majority of the entire Board of
Trustees or certain members of said Board of
Trustees;
(b) the filling of vacancies on the Board of
Trustees or in any committee;
(c) the fixing of compensation of the trustees for
serving on the Board of Trustees or on any
committee;
(d) the amendment or repeal of the Declaration of
Trust or of the By-Laws or the adoption of new
By-Laws;
(e) the amendment or repeal of any resolution of
the Board of Trustees which by its express terms
is not so amendable or repealable; or
(f) the appointment of any other committees of
the Board of Trustees or the members of these
committees.

Section 2. MEETINGS AND ACTION OF
COMMITTEES. Meetings and action of any
committee shall be governed by and held and
taken in accordance with the provisions of Article
III of these By-Laws, with such changes in the
context thereof as are necessary to substitute the
committee and its members for the Board of
Trustees and its members, except that the time of
regular meetings of any committee may be
determined either by resolution of the Board of
Trustees or by resolution of the committee.
Special meetings of any committee may also be
called by resolution of the Board of Trustees, and
notice of special meetings of any committee shall
also be given to all alternate members who shall
have the right to attend all meetings of the
committee. The Board of Trustees may adopt
rules for the government of any committee not
inconsistent with the provisions of these
By-Laws.

ARTICLE V
OFFICERS

Section 1. OFFICERS. The officers of the Trust
shall be a president and chief executive officer
(the "President"), a secretary, and a treasurer.
The Trust may also have, at the discretion of the
Board of Trustees, one or more vice presidents,
one or more assistant vice presidents, one or more
assistant secretaries, one or more assistant
treasurers, and such other officers as may be
appointed in accordance with the provisions of
Section 3 of this Article.  Any number of offices
may be held by the same person, except the
offices of President and vice president.

Section 2. ELECTION OF OFFICERS.  The
officers of the Trust designated in Section 1 of
this Article shall be chosen by the Board of
Trustees, and each shall serve at the pleasure of
the Board of Trustees, subject to the rights, if any,
of an officer under any contract of employment.

Section 3. SUBORDINATE OFFICERS.  The
Board of Trustees may appoint and may empower
the Chairperson and/or the President to appoint
such other officers as the business of the Trust
may require, each of whom shall hold office for
such period, have such authority and perform
such duties as are provided in these By-Laws or
as the Board of Trustees may from time to time
determine.

Section 4. REMOVAL AND RESIGNATION
OF OFFICERS.  Subject to the rights, if any, of
an officer under any contract of employment, any
officer may be removed, either with or without
cause, by the Board of Trustees at any regular or
special meeting of the Board of Trustees, or by an
officer upon whom such power of removal may
be conferred by the Board of Trustees.

Any officer may resign at any time by giving
written notice to the Trust.  Any resignation shall
take effect at the date of the receipt of that notice
or at any later time specified in that notice; and
unless otherwise specified in that notice, the
acceptance of the resignation shall not be
necessary to make it effective.  Any resignation is
without prejudice to the rights, if any, of the Trust
under any contract to which the officer is a party.

Section 5. VACANCIES IN OFFICES.  A
vacancy in any office because of death,
resignation, removal, disqualification or other
cause shall be filled in the manner prescribed in
these By-Laws for regular appointment to that
office.

Section 6. PRESIDENT. Subject to such
supervisory powers, if any, as may be given by
the Board of Trustees to the Chairperson, the
President shall be the chief executive officer of
the Trust and shall, subject to the control of the
Board of Trustees, have general supervision,
direction and control of the business and the
officers of the Trust.  The President shall have the
general powers and duties of management usually
vested in the office of president of a corporation
and shall have such other powers and duties as
may be prescribed by the Board of Trustees or
these By-Laws.

Section 7. VICE PRESIDENTS. In the absence or
disability of the President, vice presidents, in the
order as determined by the Board of Trustees,
shall succeed to all of the duties of the President
and when so acting shall have all powers of and
be subject to all the restrictions upon the
President until the President's return, or until
such disability shall be removed or until a new
President shall have been elected.  The vice
presidents shall have such other powers and
perform such other duties as from time to time
may be prescribed for them respectively by the
Board of Trustees, the Chairperson, the President
or these By-Laws.

Section 8. SECRETARY. The secretary shall
keep or cause to be kept at the principal executive
office of the Trust, or such other place as the
Board of Trustees may direct, a book of minutes
of all meetings and actions of trustees,
committees of trustees and shareholders, which
shall record the time and place of such meetings,
designation of whether such a meeting is regular
or special, the names of those present at trustees'
meetings or committee meetings, and a summary
of the proceedings.

The secretary shall cause to be kept at the
principal executive office of the Trust, or at the
office of the Trust's transfer agent or registrar, a
share register or a duplicate share register
showing the names of all shareholders and their
addresses, the number, series and classes of
shares held by each, the number and date of
certificates issued for the same and the number
and date of cancellation of every certificate
surrendered for cancellation.

The secretary shall give or cause to be given
notice of all meetings of the shareholders and of
the Board of Trustees required by these By-Laws
or by applicable law to be given and shall have
such other powers and perform such other duties
as may be prescribed by the Board of Trustees or
by these By-Laws.

Section 9. TREASURER. The treasurer shall
keep and maintain or cause to be kept and
maintained adequate and correct books and
records of accounts of the properties and business
transactions of the Trust, including accounts of its
assets, liabilities, receipts, disbursements, gains,
losses, capital, retained earnings and shares. The
books of account shall at all reasonable times be
open to inspection by any trustee.

The treasurer shall deposit all monies and other
valuables in the name and to the credit of the
Trust with such depositories as may be
designated by the Board of Trustees. He or she
shall disburse the funds of the Trust as may be
ordered by the Board of Trustees, shall render to
the President and trustees, whenever they request
it, an account of all of his or her transactions as
treasurer and of the financial condition of the
Trust and shall have other powers and perform
such other duties as may be prescribed by the
Board of Trustees or these By-Laws.


ARTICLE VI
INDEMNIFICATION OF TRUSTEES,
OFFICERS,
EMPLOYEES AND OTHER AGENTS

Section 1. AGENTS, PROCEEDINGS AND
EXPENSES. For the purpose of this Article,
"agent" means any person who is or was a
trustee, officer, employee or other agent of this
Trust or is or was serving at the request of the
Trust as a trustee, director, officer, employee or
agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise
or was a trustee, director, officer, employee or
agent of a foreign or domestic corporation which
was a predecessor of another enterprise at the
request of such predecessor entity; "proceeding"
means any threatened, pending or completed
action or proceeding, whether civil, criminal,
administrative or investigative; and "expenses"
includes without limitation attorneys' fees and
any expenses of establishing a right to
indemnification under this Article.

Section 2. ACTIONS OTHER THAN BY
TRUST. The Trust shall indemnify any person
who was or is a party or is threatened to be made
a party to any proceeding (other than an action by
or in the right of the Trust) by reason of the fact
that such person is or was an agent of the Trust,
against expenses, judgments, penalties, fines,
settlements and other amounts actually and
reasonably incurred in connection with such
proceeding if such person acted in good faith and
in a manner that such person reasonably believed
to be in the best interests of the Trust and in the
case of a criminal proceeding, had no reasonable
cause to believe the conduct of such person was
unlawful. For purposes of this Section 2 and
Section 3 below, (a) the termination of any
proceeding by judgment, order, or settlement
shall not of itself create a presumption that the
person did not act in good faith or in a manner
which the person reasonably believed to be in the
best interests of the Trust or that the person had
reasonable cause to believe that the person's
conduct was unlawful, and (b) the termination of
any proceeding by conviction, or a plea of nolo
contendere or its equivalent, or an entry of an
order of probation prior to judgment, creates a
rebuttable presumption that the person did not act
in good faith, or in a manner which the person
reasonably believed to be in the best interests of
the Trust or that the person had reasonable cause
to believe that the person's conduct was unlawful.

Section 3. ACTIONS BY TRUST. The Trust
shall indemnify any person who was or is a party
or is threatened to be made a party to any
threatened, pending or completed action by or in
the right of the Trust to procure a judgment in its
favor by reason of the fact that the person is or
was an agent of the Trust, against expenses
actually and reasonably incurred by that person in
connection with the defense or settlement of that
action if that person acted in good faith and in a
manner that person reasonably believed to be in
the best interests of the Trust.

Section 4. EXCLUSION OF
INDEMNIFICATION. Notwithstanding any
provision to the contrary contained herein, there
shall be no right to indemnification for any
liability arising by reason of willful misfeasance,
bad faith, gross negligence, or the reckless
disregard of the duties involved in the conduct of
the agent's office with the Trust.

No indemnification shall be made under Sections
2 or 3 of this Article:

(a) In respect of any claim, issue or matter as to
which that person shall have been adjudged to be
liable in the performance of that person's duty to
the Trust, unless and only to the extent that the
court in which that action was brought shall
determine upon application that in view of all the
circumstances of the case, that person was not
liable by reason of the disabling conduct set forth
in the preceding paragraph and is fairly and
reasonably entitled to indemnity for the expenses
which the court shall determine; or

(b) In respect of any claim, issue, or matter as to
which that person shall have been adjudged to be
liable on the basis that personal benefit was
improperly received by him, whether or not the
benefit resulted from an action taken in the
person's official capacity; or

(c) Of amounts paid in settling or otherwise
disposing of a threatened or pending action, with
or without court approval, or of expenses incurred
in defending a threatened or pending action
which is settled or otherwise disposed of without
court approval, unless the required approval set
forth in Section 6 of this Article is obtained.

Section 5. SUCCESSFUL DEFENSE BY
AGENT. To the extent that an agent of the Trust
has been successful on the merits in defense of
any proceeding referred to in Sections 2 or 3 of
this Article or in defense of any claim, issue or
matter therein, before the court or other body
before whom the proceeding was brought, the
agent shall be indemnified against expenses
actually and reasonably incurred by the agent in
connection therewith, provided that the Board of
Trustees, including a majority who are
disinterested, non-party trustees, also determines
that based upon a review of the facts, the agent
was not liable by reason of the disabling conduct
referred to in Section 4 of this Article.

Section 6. REQUIRED APPROVAL. Except as
provided in Section 5 of this Article, any
indemnification under this Article shall be made
by the Trust only if authorized in the specific case
on a determination that indemnification of the
agent is proper in the circumstances because the
agent has met the applicable standard of conduct
set forth in Sections 2 or 3 of this Article and is
not prohibited from indemnification because of
the disabling conduct set forth in Section 4 of this
Article, by:

(a) A majority vote of a quorum consisting of
Independent Trustees who are not parties to the
proceeding; or

(b) A written opinion by an independent legal
counsel.

Section 7. ADVANCEMENT OF EXPENSES.
Expenses incurred in defending any proceeding
may be advanced by the Trust before the final
disposition of the proceeding on receipt of an
undertaking by or on behalf of the agent to repay
the amount of the advance unless it shall be
determined ultimately that the agent is entitled to
be indemnified as authorized in this Article,
provided the agent provides a security for his
undertaking, or a majority of a quorum of the
disinterested, non-party trustees, or an
independent legal counsel in a written opinion,
determine that based on a review of readily
available facts, there is reason to believe that said
agent ultimately will be found entitled to
indemnification.

Section 8. OTHER CONTRACTUAL RIGHTS.
Nothing contained in this Article shall affect any
right to indemnification to which persons other
than trustees and officers of the Trust or any
subsidiary thereof may be entitled by contract or
otherwise.


Section 9. LIMITATIONS. No indemnification or
advance shall be made under this Article in any
circumstances where it would be inconsistent
with:

(a) A provision of the Declaration of Trust, a
resolution of the shareholders, or an agreement
which prohibits or otherwise limits
indemnification which was in effect at the time of
accrual of the alleged cause of action asserted in
the proceeding in which the expenses were
incurred or other amounts were paid; or

(b) Any condition expressly imposed by a court
 in approving a settlement.

Section 10. INSURANCE. Upon and in the event
of a determination by the Board of Trustees to
purchase such insurance, the Trust shall be
entitled to purchase and maintain insurance on
behalf of any agent of the Trust against any
liability asserted against or incurred by the agent
in such capacity or arising out of the agent's
status as such.

Section 11. FIDUCIARIES OF EMPLOYEE
BENEFIT PLAN. This Article does not apply to
any proceeding against any trustee, investment
manager or other fiduciary of an employee
benefit plan in that person's capacity as such,
even though that person may also be an agent of
the Trust as defined in Section 1 of this Article.
Nothing contained in this Article shall limit any
right to indemnification to which such a trustee,
investment manager, or other fiduciary may be
entitled by contract or otherwise which shall be
enforceable to the extent permitted by applicable
law other than this Article.

ARTICLE VII
RECORDS AND REPORTS

Section 1. MAINTENANCE AND
INSPECTION OF SHARE REGISTER. The
Trust shall keep at its principal executive office
or at the office of its transfer agent or registrar a
record of its shareholders, providing the names
and addresses of all shareholders and the number,
series and classes of shares held by each
shareholder.

Section 2. MAINTENANCE AND
INSPECTION OF BY LAWS. The Trust shall
keep at its principal executive office the original
or a copy of these By Laws as amended to date,
which shall be open to inspection by the
shareholders at all reasonable times during office
hours.

Section 3. MAINTENANCE AND
INSPECTION OF OTHER RECORDS. The
accounting books and records and minutes of
proceedings of the shareholders and the Board of
Trustees and any committee or committees of the
Board of Trustees shall be kept at such place or
places designated by the Board of Trustees or in
the absence of such designation, at the principal
executive office of the Trust. The minutes and the
accounting books and records shall be kept either
in written form or in any other form capable of
being converted into written form. The minutes
and accounting books and records shall be open
to inspection upon the written demand of any
shareholder or holder of a voting trust certificate
at any reasonable time during usual business
hours for a purpose reasonably related to the
holder's interests as a shareholder or as the holder
of a voting trust certificate. The inspection may
be made in person or by an agent or attorney.

Section 4. INSPECTION BY TRUSTEES. Every
trustee shall have the absolute right at any
reasonable time to inspect all books, records, and
documents of every kind and the physical
properties of the Trust. This inspection by a
trustee may be made in person or by an agent or
attorney and the right of inspection includes the
right to copy and make extracts of documents.

ARTICLE VIII
DIVIDENDS

Section 1. DECLARATION OF DIVIDENDS.
Dividends upon the shares of beneficial interest
of the Trust may, subject to the provisions of the
Declaration of Trust, if any, be declared by the
Board of Trustees at any regular or special
meeting, pursuant to applicable law. Dividends
may be paid in cash, in property, or in shares of
the Trust.

Section 2. RESERVES. Before payment of any
dividend there may be set aside out of any funds
of the Trust available for dividends such sum or
sums as the Board of Trustees may, from time to
time, in its absolute discretion, think proper as a
reserve fund to meet contingencies, or for
equalizing dividends, or for repairing or
maintaining any property of the Trust, or for such
other purpose as the Board of Trustees shall deem
to be in the best interests of the Trust, and the
Board of Trustees may abolish any such reserve
in the manner in which it was created.

ARTICLE IX
GENERAL MATTERS

Section 1. CHECKS, DRAFTS, EVIDENCE OF
INDEBTEDNESS. All checks, drafts, or other
orders for payment of money, notes or other
evidences of indebtedness issued in the name of
or payable to the Trust shall be signed or
endorsed by such person or persons and in such
manner as from time to time shall be determined
by resolution of the Board of Trustees.

Section 2. CONTRACTS AND
INSTRUMENTS; HOW EXECUTED. The
Board of Trustees, except as otherwise provided
in these By-Laws, may authorize any officer or
officers, agent or agents, to enter into any
contract or execute any instrument in the name of
and on behalf of the Trust and this authority may
be general or confined to specific instances; and
unless so authorized or ratified by the Board of
Trustees or within the agency power of an officer,
no officer, agent, or employee shall have any
power or authority to bind the Trust by any
contract or engagement or to pledge its credit or
to render it liable for any purpose or for any
amount.

Section 3. CERTIFICATES FOR SHARES. As a
matter of general policy, certificates for shares of
beneficial interest in any series of the Trust will
not be issued.  Appropriate officers of the Trust
may authorize the issuance of certificates in
certain limited circumstances determined by such
officers to be appropriate, provided such shares
are fully paid.  All certificates shall be signed in
the name of the Trust by the Chairperson, the
President or vice president and by the treasurer or
an assistant treasurer or the secretary or any
assistant secretary, certifying the number of
shares and the series and class of shares owned
by the shareholders. Any or all of the signatures
on the certificate may be facsimile. In case any
officer, transfer agent, or registrar who has signed
or whose facsimile signature has been placed on a
certificate shall have ceased to be such officer,
transfer agent, or registrar before such certificate
is issued, it may be issued by the Trust with the
same effect as if such person were an officer,
transfer agent or registrar at the date of issue.
Notwithstanding the foregoing, the Trust may
adopt and use a system of issuance, recordation
and transfer of its shares by electronic or other
means.

Section 4. LOST CERTIFICATES. Except as
provided in this Section 4, as a matter of general
policy, no new certificates for shares shall be
issued to replace an old certificate.  In the event a
new certificate is authorized to be issued to
replace an old certificate, the latter must be
surrendered to the Trust and cancelled at the
same time.  In case any share certificate or
certificate for any other security is lost, stolen or
destroyed, the appropriate officers of the Trust
may authorize the issuance of a replacement
certificate on such terms and conditions as the
Board of Trustees or such appropriate officers
may require, including a provision for
indemnification of the Trust secured by a bond or
other adequate security sufficient to protect the
Trust against any claim that may be made against
it, including any expense or liability on account
of the alleged loss, theft, or destruction of the
certificate or the issuance of the replacement
certificate.

Section 5. REPRESENTATION OF SHARES
OF OTHER ENTITIES HELD BY TRUST. The
Chairperson, the President or any vice president
or any other person authorized by resolution of
the Board of Trustees or by any of the foregoing
designated officers, is authorized to vote or
represent on behalf of the Trust any and all shares
of any corporation, partnership, trust, or other
entity, foreign or domestic, standing in the name
of the Trust. The authority granted may be
exercised in person or by a proxy duly executed
by such designated person.

Section 6. TRANSFER OF SHARES. Shares of
the Trust shall be transferable only on the record
books of the Trust by the Person in whose name
such Shares are registered, or by his or her duly
authorized attorney or representative. In all cases
of transfer by an attorney-in-fact, the original
power of attorney, or an official copy thereof duly
certified, shall be deposited and remain with the
Trust, its transfer agent or other duly authorized
agent. In case of transfers by executors,
administrators, guardians or other legal
representatives, duly authenticated evidence of
their authority shall be produced, and may be
required to be deposited and remain with the
Trust, its transfer agent or other duly authorized
agent. No transfer shall be made unless and until
the certificate issued to the transferor,
if any, shall
be delivered to the Trust, its transfer agent or
other duly authorized agent, properly endorsed.

Section 7. HOLDERS OF RECORD. The Trust
shall be entitled to treat the holder of record
 of
any share or shares as the owner thereof and,
accordingly, shall not be bound to recognize any
equitable or other claim to or interest in such
share or shares on the part of any other person,
whether or not the Trust shall have express or
other notice thereof.

Section 8. FISCAL YEAR.  The fiscal year of the
Trust and each series thereof shall be fixed by
resolution of the Board of Trustees and, subject to
applicable law or regulation, may be re-fixed or
changed from time to time by resolution of the
Board of Trustees.  The fiscal year of the Trust
shall be the taxable year of each series of the
Trust.

ARTICLE X
AMENDMENTS

Section 1. AMENDMENT.  These By-laws may
be restated and/or amended at any time, without
the approval of the shareholders, by an instrument
in writing signed by, or a resolution of, a majority
of the then Board of Trustees.
Approved:  May 19, 2005

EX-99.77B ACCT LTTR

Report of Independent Registered Public
Accounting Firm

To the Shareholders and Board of Trustees
Delaware Group Limited Term-Government
Funds

In planning and performing our audit of the
financial statements of the Delaware Group
Limited Term Government Funds (the
Trust) as of and for the year ended
December 31, 2005, in accordance with the
standards of the Public Company
Accounting Oversight Board (United
States), we considered its internal control
over financial reporting, including control
activities for 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 Trusts internal
control over financial reporting.
Accordingly, we express no such opinion.

The management of the Trust 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 companys 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. Such internal control
includes policies and procedures that
provide reasonable assurance regarding
prevention or timely detection of
unauthorized acquisition, use or disposition
of a companys 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 control deficiency 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 significant deficiency is
a control deficiency, or combination of
control deficiencies, that adversely affects
the companys ability to initiate, authorize,
record, process or report external financial
data reliably in accordance with generally
accepted accounting principles such that
there is more than a remote likelihood that a
misstatement of the companys annual or
interim financial statements that is more
than inconsequential will not be prevented
or detected. A material weakness is a
significant deficiency, or combination of
significant deficiencies, that results in more
than a remote likelihood that a material
misstatement of the annual or interim
financial statements will not be prevented or
detected.

Our consideration of the Trusts 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 significant deficiencies or
material weaknesses under standards
established by the Public Company
Accounting Oversight Board (United
States). However, we noted no deficiencies
in the Trusts internal control over financial
reporting and its operation, including
controls for safeguarding securities, that we
consider to be a material weakness as
defined above as of December 31, 2005.

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



	/s/ Ernst & Young LLP

Philadelphia, Pennsylvania
February 10, 2006