-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rc4+wOidcCbhe/DeKfL/3Mrisw+oqwqBBAX9U6+kcJ/bR18FdeXl+gg0Py5HpDUF qOBYgHTs14P/D8DU3B13Rg== 0001137439-07-000538.txt : 20071127 0001137439-07-000538.hdr.sgml : 20071127 20071127162527 ACCESSION NUMBER: 0001137439-07-000538 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20071127 DATE AS OF CHANGE: 20071127 EFFECTIVENESS DATE: 20071130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELAWARE GROUP LIMITED TERM GOVERNMENT FUNDS CENTRAL INDEX KEY: 0000357059 IRS NUMBER: 236732199 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 002-75526 FILM NUMBER: 071269193 BUSINESS ADDRESS: STREET 1: ONE COMMERCE SQ STREET 2: 2005 MARKET ST CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2152552127 MAIL ADDRESS: STREET 1: ONE COMMERCE SQ STREET 2: 2005 MARKET ST CITY: PHILADELPHIA STATE: PA ZIP: 19103 FORMER COMPANY: FORMER CONFORMED NAME: DELAWARE GROUP LIMITED TERM GOVERNMENT FUNDS INC DATE OF NAME CHANGE: 19950828 FORMER COMPANY: FORMER CONFORMED NAME: DELAWARE GROUP TREASURY RESERVES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DELAWARE TREASURY RESERVES DATE OF NAME CHANGE: 19880718 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELAWARE GROUP LIMITED TERM GOVERNMENT FUNDS CENTRAL INDEX KEY: 0000357059 IRS NUMBER: 236732199 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-03363 FILM NUMBER: 071269194 BUSINESS ADDRESS: STREET 1: ONE COMMERCE SQ STREET 2: 2005 MARKET ST CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2152552127 MAIL ADDRESS: STREET 1: ONE COMMERCE SQ STREET 2: 2005 MARKET ST CITY: PHILADELPHIA STATE: PA ZIP: 19103 FORMER COMPANY: FORMER CONFORMED NAME: DELAWARE GROUP LIMITED TERM GOVERNMENT FUNDS INC DATE OF NAME CHANGE: 19950828 FORMER COMPANY: FORMER CONFORMED NAME: DELAWARE GROUP TREASURY RESERVES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DELAWARE TREASURY RESERVES DATE OF NAME CHANGE: 19880718 0000357059 S000002397 DELAWARE LIMITED-TERM GOVERNMENT FUND C000006359 DELAWARE LIMITED-TERM GOVERNMENT FUND CLASS A DTRIX C000006360 DELAWARE LIMITED-TERM GOVERNMENT FUND CLASS B DTIBX C000006361 DELAWARE LIMITED-TERM GOVERNMENT FUND CLASS C DTICX C000006362 DELAWARE LIMITED-TERM GOVERNMENT FUND CLASS R DLTRX C000006363 DELAWARE LIMITED-TERM GOVERNMENT FUND INSTITUTIONAL CLASS DTINX 485BPOS 1 body485b.htm

                       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
- --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

            2005 Market Street, Philadelphia, Pennsylvania 19103-7094
- --------------------------------------------------------------------------------
               (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
- --------------------------------------------------------------------------------
                     (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)
- ------------
    /X/      on November 30, 2007 pursuant to paragraph (b)
- ------------
    / /      60 days after filing pursuant to paragraph (a)(1)
- ------------
    / /      on (date) pursuant to paragraph (a)(1)
- ------------
    / /      75 days after filing pursuant to paragraph (a)(2)
- ------------
    / /      on (date) pursuant to paragraph (a)(2) of Rule 485.
- ------------

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

[GRAPHIC OMITTED: SYMBOL OF A PERSON]

Through your financial advisor
Your  financial  advisor  can  handle  all the  details  of  purchasing  shares,
including  opening an account.  Your financial advisor may charge a separate fee
for this service.

[GRAPHIC OMITTED: SYMBOL OF AN ENVELOPE]

By mail
Complete an  investment  slip and mail it with your check,  made  payable to the
fund and class of shares you wish to purchase, to Delaware Investments, 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 800 523-1918 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

[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.

[GRAPHIC OMITTED: SYMBOL OF AN ENVELOPE]

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.

[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 KEYPAD]

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


- --------------------------------------------------------------------------------
                         INVESTMENT STRATEGIES AND RISKS
- --------------------------------------------------------------------------------

     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
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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.


- --------------------------------------------------------------------------------
                 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.


- --------------------------------------------------------------------------------
                             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.


- --------------------------------------------------------------------------------
                             DISTRIBUTIONS AND TAXES
- --------------------------------------------------------------------------------

Distributions
     It is the  present  policy  of the  Trust  to  declare  dividends  from net
investment  income of the Fund on a daily basis.  Dividends  are declared at the
time the offering  price and net asset value are  determined  (see  "Determining
Offering  Price and Net Asset  Value"  above)  each day the Fund is open and are
paid  monthly.  Net  investment  income earned on days when the Fund is not open
will be declared as a dividend on the next Business Day.

     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.G 2 ex99g1.htm CUSTODY


Final Execution Version                                           Delaware Funds







                             MUTUAL FUND CUSTODY AND
                               SERVICES AGREEMENT

     THIS AGREEMENT,  effective as of the 20th day of July,  2007, and is by and
between  each  investment  company  listed on  Appendix  D  (referred  to herein
individually  as the "Fund" and  collectively,  as the "Funds") and MELLON BANK,
N.A. (referred to herein as the "Custodian") a national banking association with
its  principal  place of  business  at One  Mellon  Center,  500  Grant  Street,
Pittsburgh,  Pennsylvania 15258. As a matter of administrative convenience, this
Agreement is entered into by and between the Custodian and multiple Funds,  each
on behalf of their  respective  Series (as hereinafter  defined).  Nevertheless,
this  Agreement  shall be construed to constitute a separate  Agreement  between
each such Fund, on behalf of its Series,  and the  Custodian.  As such, the term
Fund is used in the singular herein.

                              W I T N E S S E T H:

     WHEREAS,  the Fund is  authorized  to issue shares in separate  series with
each such series  representing  interests in a separate  portfolio of securities
and other assets,  and the Fund has made the Series listed on Appendix D subject
to this Agreement (each such series, together with all other series subsequently
established by the Fund and made subject to the Agreement in accordance with the
terms  hereof,  shall be  referred  to as a  "Series"  and  collectively  as the
"Series");

     WHEREAS,  the Fund and the  Custodian  desire to set forth their  agreement
with  respect  to the  custody  of the  Series'  Securities  and  cash  and  the
processing of Securities transactions;

     WHEREAS,  the Board desires to delegate certain of its responsibilities for
performing  the services set forth in  paragraphs  (c)(1),  (c)(2) and (c)(3) of
Rule 17f-5 to the Custodian as a Foreign Custody Manager;

     WHEREAS,  the Custodian  agrees to accept such  delegation  with respect to
Assets; and

     WHEREAS,  the  Custodian  agrees  to  perform  the  function  of a  Primary
Custodian under Rule 17f-7;

     NOW THEREFORE, the Fund and the Custodian agree as follows:

                                   DEFINITIONS

     The following  words and phrases,  unless the context  requires  otherwise,
shall have the following meanings:

1.  "Act":  the  Investment  Company  Act of 1940 and the Rules and  Regulations
thereunder, all as amended from time to time.


                                       1


2. "Agreement": this agreement and any amendments.

3. "Assets":  any Securities and other assets and investments of the Fund and/or
Series,  including  foreign  currencies  and  investments  for which the primary
market is outside the United States,  and such cash and cash  equivalents as are
reasonably  necessary to effect the Fund's and/or Series'  transactions  in such
investments.

4. "Authorized Person": any person, whether or not any such person is an officer
or  employee  of the  Fund,  duly  authorized  by  the  Fund  to  add or  delete
jurisdictions  pursuant  to Article II and to give  Instructions  on behalf of a
Series which is listed in the  Certificate  annexed hereto as Appendix A or such
other Certificate as may be received by the Custodian from time to time.

5. "Board": the Board of Directors/Trustees  (or the body authorized to exercise
authority  similar to that of the board of  directors of a  corporation)  of the
Fund.

6.  "Book-Entry  System":  the Federal  Reserve/Treasury  book-entry  system for
United States and federal agency Securities, its successor or successors and its
nominee or nominees.

7. "Business  Day": any day on which the Series,  the Custodian,  the Book-Entry
System and appropriate clearing corporation(s) are open for business.

8.  "Certificate":  any  notice,  instruction  or other  instrument  in writing,
authorized or required by this Agreement to be given to the Custodian,  which is
actually  received  by the  Custodian  and  signed  on  behalf of a Series by an
Authorized Person or Persons designated by the Board to issue a Certificate.

9. "Eligible Securities  Depository":  the meaning of the term set forth in Rule
17f-7(b)(1).

10. "Foreign  Countries":  the jurisdictions  listed on Appendix C for which the
Custodian makes available Foreign  Custodians,  as such list may be amended from
time to time in accordance with Article II.

11. "Foreign Custodian": (a) a banking institution or trust company incorporated
or organized  under the laws of a country other than the United States,  that is
regulated  as such by the  country's  government  or an agency of the  country's
government; (b) a majority-owned direct or indirect subsidiary of a U.S. Bank or
bank-holding  company;  or (c) any entity,  other than a Securities  Depository,
with  respect to which  exemptive  or  no-action  relief has been granted by the
Securities and Exchange Commission to act as an eligible foreign custodian under
Rule 17f-5. For the avoidance of doubt,  the term "Foreign  Custodian" shall not
include Euroclear,  Clearstream,  Bank One or any other transnational system for
the central  handling of  securities or  equivalent  book-entries  regardless of
whether  or not such  entities  or  their  service  providers  are  acting  in a
custodial  capacity with respect to Assets,  Securities or other property of the
Series.


                                       2


12. "Foreign Custody Manager": the meaning set forth in Rule 17f-5(a)(3).

13.  "Instructions":  (i) all  directions  to the  Custodian  from an Authorized
Person  pursuant to the terms of this  Agreement;  (ii) all  directions by or on
behalf of the Fund to the  Custodian  in its  corporate  capacity (or any of its
affiliates) with respect to contracts for foreign exchange; (iii) all directions
by or on behalf of the Fund pursuant to an agreement  with  Custodian (or any of
its affiliates) with respect to benefit disbursement  services or information or
transactional  services  provided via a web site  sponsored by the Custodian (or
any of its affiliates)  (e.g., the "Workbench web site") and (iv) all directions
by or on behalf of the Fund pursuant to any other agreement or procedure between
the Custodian  (or any of its  affiliates)  and the Fund,  if such  agreement or
procedure specifically provides that authorized persons thereunder are deemed to
be authorized to give instructions  under this Agreement.  Instructions shall be
in  writing,  transmitted  by first  class  mail,  overnight  delivery,  private
courier,  facsimile,  or  shall be an  electronic  transmission  subject  to the
Custodian's  policies and procedures,  other  institutional  delivery systems or
trade  matching  utilities as directed by an Authorized  Person and supported by
the  Custodian,  or  other  methods  agreed  upon in  writing  by the  Fund  and
Custodian.  The Custodian  may, in its  discretion,  accept oral  directions and
instructions from an Authorized Person and may require  confirmation in writing.
However,  where the Custodian  acts on an oral  direction  prior to receipt of a
written confirmation,  the Custodian shall not be liable if a subsequent written
confirmation fails to conform to the oral direction.

14. "Primary Custodian": the meaning set forth in Rule 17f-7(b)(2).

15.  "Prospectus":  a Series'  current  registration  statement,  including  the
prospectus and statement of additional information, relating to the registration
of the Shares under the Securities Act of 1933, as amended, and the Act.

16. "Risk Analysis": the analysis required under Rule 17f-7(a)(1)(i)(A).

17.  "Rules 17f-4,  17f-5 and 17f-7":  such Rules as  promulgated  under Section
17(f) of the Act, as such rules (and any successor rules or regulations)  may be
amended from time to time.

18.  "Security" or  "Securities":  bonds,  debentures,  notes,  stocks,  shares,
evidences of  indebtedness,  and other  securities,  commodities,  interests and
investments from time to time owned by the Series.

19. "Securities Depository":  a system for the central handling of securities as
defined in Rule 17f-4.

20. "Shares": shares of each Series, however designated.


                                       3


                        ARTICLE I. - CUSTODY PROVISIONS

1. Appointment of Custodian. The Board appoints the Custodian, and the Custodian
accepts  appointment,  as custodian of all the Assets at the time owned by or in
the  possession  of the Series  during the period of this  Agreement.  The Board
shall not appoint any other  custodian  for any Assets of any Series  during the
Initial Term.

2. Custody of Cash and Securities.

     a.  Receipt and Holding of Assets.  The Series will  deliver or cause to be
delivered to the  Custodian all Assets owned by it at any time during the period
of this Custody Agreement. The Custodian will not be responsible for such Assets
until actually received. The Board specifically authorizes the Custodian to hold
Assets  or other  property  of the  Series  with any  domestic  subcustodian  or
Securities   Depository,   and  Foreign   Custodians   or  Eligible   Securities
Depositories  in the  Foreign  Countries  as  provided  in Article II, as may be
directed by the Fund or its investment  adviser or  subadviser,  as the case may
be.  Assets of the Series  deposited  in a  Securities  Depository  or  Eligible
Securities  Depositories  will be  reflected  in an  account or  accounts  which
include  only  assets  held by the  Custodian  or a  Foreign  Custodian  for its
customers.

     b.  Disbursements  of Cash and Delivery of Securities.  The Custodian shall
disburse  cash or deliver out  Securities  only for the purposes  listed  below.
Instructions  must specify or evidence the purpose for which any  transaction is
to  be  made  and  the  Series  shall  be  solely  responsible  to  assure  that
Instructions  are in accord with any limitations or  restrictions  applicable to
the Series:

          (1) In payment for Securities purchased for the applicable Series;

          (2) In payment of dividends or distributions with respect to Shares;

          (3) In payment for Shares which have been  redeemed by the  applicable
Series;

          (4) In payment of taxes;

          (5) When Securities are sold, called, redeemed,  retired, or otherwise
become payable;

          (6) In exchange for, or upon conversion  into,  other securities alone
or other  securities  and cash  pursuant  to any plan or merger,  consolidation,
reorganization, recapitalization, readjustment or other similar transactions;

          (7) Upon  conversion of Securities  pursuant to their terms into other
securities;

          (8) Upon exercise of  subscription,  purchase or other similar  rights


                                       4


represented by Securities;

          (9) For the  payment of  interest,  management  or  supervisory  fees,
distributions or operating expenses;

          (10) In  payment  of fees and in  reimbursement  of the  expenses  and
liabilities of the Custodian attributable to the applicable Series;

          (11) In connection  with any  borrowings by the  applicable  Series or
short sales of securities requiring a pledge of Assets, but only against receipt
of amounts borrowed;

          (12) In  connection  with any  loans,  but  only  against  receipt  of
adequate  collateral  as  specified  in  Instructions  which  shall  reflect any
restrictions applicable to the Series;

          (13) For the purpose of redeeming  Shares of the capital  stock of the
applicable  Series and the delivery to, or the  crediting to the account of, the
Custodian or the applicable  Series' transfer agent, such Shares to be purchased
or redeemed;

          (14) For the purpose of  redeeming  in kind  Shares of the  applicable
Series  against  delivery  to the  Custodian,  its  subcustodian  or the Series'
transfer agent of such Shares to be so redeemed;

          (15) For delivery in accordance  with the  provisions of any agreement
among  the  Fund,  the  Custodian  and  a  broker-dealer  registered  under  the
Securities  Exchange  Act of 1934  (the  "Exchange  Act")  and a  member  of The
National  Association  of  Securities  Dealers,   Inc.  ("NASD"),   relating  to
compliance  with  the  rules  of The  Options  Clearing  Corporation  and of any
registered  national  securities  exchange,  or of any similar  organization  or
organizations,  regarding  escrow  or  other  arrangements  in  connection  with
transactions  by the  Fund.  The  Custodian  will  act only in  accordance  with
Instructions in the delivery of Securities to be held in escrow and will have no
responsibility  or  liability  for any such  Securities  which are not  returned
promptly when due other than to make proper requests for such return;

          (16) For spot or forward foreign  exchange  transactions to facilitate
security trading, receipt of income from Securities or related transactions;

          (17) Upon the termination of this Agreement;

          (18) In connection with non-certificated  investments  including,  but
not  limited  to:  deposit   obligations,   repurchase   agreements,   and  swap
transactions,  loan  participations,  options and futures transactions and other
derivative investments;

          (19) For other proper  purposes as may be  specified  in  Instructions
issued by an  Authorized  Person of the Fund which shall  include a statement of
the purpose for which the  delivery or payment is to be made,  the amount of the
payment or


                                       5


specific  Assets to be  delivered,  the name of the  person or  persons  to whom
delivery or payment is to be made, and a Certificate stating that the purpose is
a proper purpose under the instruments governing the Fund; and

          (20) For delivery of Assets of the Fund as set forth under  Article I,
Section 7.

     c. Actions Which May be Taken Without  Instructions.  Unless an Instruction
to the contrary is received, the Custodian shall:

          (1)  Collect all income due or payable,  provided  that the  Custodian
shall not be responsible  for the failure to receive payment of (or late payment
of) distributions or other payments with respect to Assets held in the account;

          (2) Present for payment and collect the amount payable upon all Assets
which may mature or be called,  redeemed,  retired or otherwise  become payable.
Notwithstanding the foregoing, the Custodian shall have no responsibility to the
Series for monitoring or ascertaining  any call,  redemption or retirement dates
with respect to put bonds or similar  instruments  which are owned by the Series
and held by the Custodian or its nominees  where such dates are not published in
sources  routinely  used by the  Custodian.  Nor  shall the  Custodian  have any
responsibility  or  liability  to the  Series for any loss by the Series for any
missed  payments or other  defaults  resulting  therefrom,  unless the Custodian
received  timely  notification  from the Series  specifying the time,  place and
manner for the  presentment of any such put bond owned by the Series and held by
the Custodian or its nominee. The Custodian shall not be responsible and assumes
no liability for the accuracy or completeness of any  notification the Custodian
may furnish to the Series with respect to put bonds or similar instruments;

          (3) Surrender Securities in temporary form for definitive Securities;

          (4) Hold directly,  or through a Securities Depository with respect to
Securities  therein  deposited,  for the  account of the  applicable  Series all
rights and similar  Securities issued with respect to any Securities held by the
Custodian hereunder for that Series;

          (5) Submit or cause to be  submitted to the  applicable  Series or its
investment  advisor as designated by the Fund information  actually  received by
the Custodian regarding ownership rights, including proxies pertaining to Assets
held for the applicable Series;

          (6)  Deliver  or cause to be  delivered  any  Securities  held for the
applicable  Series in exchange  for other  Securities  or cash issued or paid in
connection   with  the   liquidation,   reorganization,   refinancing,   merger,
consolidation or  recapitalization  of any  corporation,  or the exercise of any
conversion privilege;

          (7)  Deliver  or cause to be  delivered  any  Securities  held for the
applicable Series to any protective committee, reorganization committee or other
person


                                       6


in connection with the  reorganization,  refinancing,  merger,  consolidation or
recapitalization  or sale of assets of any  corporation,  and  receive  and hold
under the terms of this Agreement such certificates of deposit, interim receipts
or other  instruments  or  documents  as may be  issued to it to  evidence  such
delivery;

          (8) Make or cause to be made such transfers or exchanges of the Assets
specifically  allocated  to the  applicable  Series and take such other steps as
shall be stated in Instructions  to be for the purpose of effectuating  any duly
authorized  plan  of  liquidation,   reorganization,  merger,  consolidation  or
recapitalization of the applicable Series;

          (9) Deliver  Securities upon the receipt of payment in connection with
any repurchase agreement related to such Securities entered into by the Series;

          (10) Deliver  Securities owned by the applicable  Series to the issuer
thereof or its agent  when such  Securities  are  called,  redeemed,  retired or
otherwise become payable;  provided,  however, that in any such case the cash or
other  consideration  is to be delivered to the Custodian.  Notwithstanding  the
foregoing,  the  Custodian  shall  have  no  responsibility  to the  Series  for
monitoring or ascertaining any call, redemption or retirement dates with respect
to the put bonds or similar  instruments  which are owned by the Series and held
by the  Custodian or its nominee  where such dates are not  published in sources
routinely used by the Custodian. Nor shall the Custodian have any responsibility
or liability to the Series for any loss by the Series for any missed  payment or
other  default  resulting   therefrom  unless  the  Custodian   received  timely
notification  from the  Series  specifying  the time,  place and  manner for the
presentment  of any such put bond owned by the Series and held by the  Custodian
or its nominee.  The Custodian shall not be responsible and assumes no liability
to the Series for the accuracy or completeness of any notification the Custodian
may  furnish  to the  applicable  Series  with  respect  to put bonds or similar
investments but shall provide the Fund with information  concerning such notices
received;

          (11)  Endorse and collect all checks,  drafts or other  orders for the
payment of money  received by the  Custodian  for the account of the  applicable
Series;

          (12)  Report the Asset  positions  of a Series as of such dates as the
Fund and the Custodian may agree upon, in accordance  with methods  consistently
followed and uniformly applied.  It is hereby expressly  acknowledged and agreed
that  any  Asset  values  that may be  reflected  in any  such  report  shall be
furnished by the Custodian solely on an  accommodation  basis and is provided to
or for the  benefit of the Fund (or the  Fund's  service  provider  or agent) as
general information and is not intended to be a comprehensive  summary or report
of the value of the Assets comprising a Series. No representation is made by the
Custodian as to the accuracy or completeness  of any such values.  The Custodian
does not undertake any duty or responsibility to notify or otherwise provide any
updates or other revisions with respect to any such values. It is hereby further
expressly acknowledged and agreed that the Custodian shall not be liable


                                       7


for any loss, cost, damage,  expense,  liability or claim directly or indirectly
relating to any such values  reflected on any such report for a Series  provided
by the Custodian; and

          (13) Execute any and all  documents,  agreements or other  instruments
and take all actions as may be necessary or desirable for the  accomplishment of
the purposes of this Agreement.

     d.  Confirmation  and  Statements.  Promptly after the close of business on
each Business Day, the  Custodian  shall furnish each Series with  confirmations
and a summary of all  transfers to or from the account of the Series during such
Business Day. Where  Securities  purchased by a Series are in a fungible bulk of
securities  registered in the name of the Custodian (or its nominee) or shown on
the Custodian's account on the books of a Securities  Depository,  the Custodian
shall by  book-entry  or otherwise  identify  the  quantity of those  securities
belonging to that Series.  At least  monthly,  the Custodian  shall furnish each
Series with a detailed statement of the Securities and other Assets held for the
Series under this Custody Agreement.

     e.  Registration  of  Securities.  The  Custodian is authorized to hold all
Securities,  Assets, or other property of each Series in nominee name, in bearer
form or in book-entry form. The Custodian may register any Securities, Assets or
other property of each Series in the name of the Fund or the Series, in the name
of the Custodian, any domestic subcustodian or Foreign Custodian, in the name of
any  duly  appointed  registered  nominee  of such  entity,  or in the name of a
Securities  Depository  or  its  successor  or  successors,  or its  nominee  or
nominees. The Fund agrees to furnish to the Custodian appropriate instruments to
enable  the  Custodian  to hold or deliver in proper  form for  transfer,  or to
register  in the name of its  registered  nominee  or in the name of a  domestic
subcustodian,  Foreign Custodian or Securities Depository,  any Securities which
the  Custodian may hold for the account of the  applicable  Series and which may
from  time to time  be  registered  in the  name of the  Fund or the  applicable
Series.

     f.  Reporting  and  Recordkeeping.  The  ownership of the property  whether
securities,  cash and/or other property,  and whether held by the Custodian or a
subcustodian or in a depository,  clearing agency or clearing  system,  shall be
clearly recorded on the Custodian's books as belonging to the Series and not for
the Custodian's own interest.  Where  certificates are legended or otherwise not
fungible  with  publicly  traded  certificates  (and in other  cases  where  the
Custodian and the Series may agree),  the Series  reserves the right to instruct
the Custodian as to the name only in which such  securities  shall be registered
and the Custodian, to the extent reasonably practicable,  shall comply with such
Instructions;  provided,  however, if the Custodian  reasonably  determines that
compliance with such Instructions is not reasonably practicable or otherwise may
conflict with applicable  law, rule or regulation,  the Custodian shall promptly
notify the Series and shall comply with reasonable  alternatives as to which the
parties may agree.  The Custodian  shall keep accurate and detailed  accounts of
all investments,  receipts, disbursements and other transactions for the Series.
All accounts,  books and records of the Custodian relating thereto shall be open
to inspection and audit at all reasonable  times during normal business hours of
the Custodian by any person


                                       8


designated  by the  Series.  All  such  books,  records  and  accounts  shall be
maintained and preserved in the form  reasonably  requested by the Series and in
accordance  with the Act and the Rules and  Regulations  thereunder,  including,
without limitation,  Section 31 thereof and Rule 31a-1 and 31a-2 thereunder. All
books,  records  and  accounts  pertaining  to  the  Series,  which  are  in the
possession  of the  Custodian,  shall  be the  property  of the  Fund  and  such
materials or (unless the delivery of original  materials is required pursuant to
applicable law) legible copies thereof in a format reasonably  acceptable to the
Fund, shall be surrendered promptly upon request;  provided,  however,  that the
Custodian  shall be entitled to retain a copy or the original of any such books,
records and accounts as may be required or permitted by  applicable  law and the
Custodian's own policies and procedures. The Custodian will supply to the Series
from time to time,  as  mutually  agreed  upon,  a  statement  in respect to any
property of the Series held by the Custodian or by a subcustodian.

     g. Segregated Accounts.  Upon receipt of Instructions,  the Custodian will,
from time to time  establish,  segregated  accounts on behalf of the  applicable
Series to hold and deal with specified Assets as shall be directed.

3. Settlement of Series Transactions.

     a.  Customary  Practices.  Settlement  of  transactions  may be effected in
accordance with trading and processing  practices  customary in the jurisdiction
or market where the transaction  occurs. The Fund acknowledges that this may, in
certain  circumstances,  require the delivery of Assets  without the  concurrent
receipt of Securities (or other  property) or cash. In such  circumstances,  the
Custodian  shall have no  responsibility  for  nonreceipt  of payments  (or late
payment) or  nondelivery  of Securities or other  property (or late delivery) by
the counterparty.

     b. Contractual Income. The Custodian shall credit the applicable Series, in
accordance with the Custodian's  standard operating  procedure,  with income and
maturity  proceeds on  Securities  on the  contractual  payment dates net of any
taxes or upon actual  receipt.  To the extent the  Custodian  credits  income on
contractual  payment date, the Custodian may reverse such accounting  entries to
the  contractual  payment date if the  Custodian  reasonably  believes that such
amount will not be received.

     c. Contractual  Settlement.  The Custodian will attend to the settlement of
Securities  transactions in accordance with the Custodian's  standard  operating
procedure,  on the basis of either  contractual  settlement  date  accounting or
actual  settlement date accounting.  To the extent the Custodian settles certain
Securities  transactions on the basis of contractual settlement date accounting,
the Custodian may reverse to the contractual  settlement date any entry relating
to such contractual  settlement if the Custodian  reasonably  believes that such
amount will not be received.

4. Lending of  Securities.  The  Custodian  may lend the Assets of the Series in
accordance  with the terms and  conditions  of one or more  separate  securities
lending agreements, approved by the Fund.


                                       9


5. Persons Having Access to Assets of the Series.

     a. No trustee or agent of the Fund, and no officer,  director,  employee or
agent of the Fund's investment  adviser,  of any  sub-investment  adviser of the
Fund, or of the Fund's  administrator,  shall have physical access to the assets
of the Series held by the  Custodian or be  authorized  or permitted to withdraw
any investments of the Series, nor shall the Custodian deliver any Assets of the
Series  to any such  person.  No  officer,  director,  employee  or agent of the
Custodian  who holds any similar  position with the Fund's  investment  adviser,
with any  sub-investment  adviser of the Fund or with the  Fund's  administrator
shall have access to the Assets of the Series.

     b. Nothing in this Section 5 shall  prohibit any duly  authorized  officer,
employee  or  agent  of the  Fund,  or any duly  authorized  officer,  director,
employee or agent of the investment  adviser,  of any sub-investment  adviser of
the Series or of the  Series'  administrator,  from giving  Instructions  to the
Custodian or executing a  Certificate  so long as it does not result in delivery
of or access to Assets of the Series prohibited by paragraph (a) of this Section
5.

6. Standard of Care; Scope of Custodial Responsibilities.

     a. Standard of Care. The Custodian shall be required to exercise reasonable
care with respect to its duties under this Agreement unless otherwise provided.

          (1)  Notwithstanding  any  other  provision  of  this  Agreement,  the
Custodian  shall not be liable for any loss or damage,  including  counsel fees,
resulting  from its action or omission to act or otherwise,  except for any such
loss or damage  arising  out of the  negligence  or  willful  misconduct  of the
Custodian  or any agent,  subcustodian  or Foreign  Custodian  appointed  by the
Custodian.

          (2) The  Custodian  may  consult  with the  Custodian's  or the Fund's
counsel with respect to any matter  arising in connection  with this  Agreement,
and the Custodian  shall not be liable nor  accountable  for any action taken or
omitted by it in good faith in accordance  with the advice of such  counsel.  To
the  extent  possible,  the  Custodian  shall  notify  the  Fund at any time the
Custodian  believes  it needs  advice of the Fund's  counsel  with regard to the
Custodian's  responsibilities  and duties  pursuant  to this  Agreement.  If the
Custodian  wishes to seek and rely on legal  advice from counsel that is neither
the Custodian's  counsel nor the Fund's  counsel,  and the Custodian seeks to be
reimbursed  for the counsel fees,  then the Custodian must notify and seek prior
approval of the affected Fund,  which shall not be  unreasonably  withheld.  The
Custodian  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. Scope of Duties.  Without limiting the generality of the foregoing,  the
Custodian shall be under no duty or obligation to inquire into, and shall not be
liable for:

          (1)  The  acts  or  omissions  of  any  agent  appointed  pursuant  to
Instructions of the Fund or its investment  advisor  including,  but not limited
to,  any


                                       10


broker-dealer  or other entity to hold any Assets of the Fund as  collateral  or
otherwise pursuant to any investment strategy.

          (2) The title,  genuineness or validity of the issue of any Securities
purchased by the Series, the legality of the purchase thereof,  or the propriety
of the amount paid therefor;

          (3) The  legality of the sale of any  Securities  by the Series or the
propriety of the amount for which the same are sold;

          (4)  The  legality  of  the  issue  or  sale  of  any  Shares,  or the
sufficiency of the amount to be received therefor;

          (5) The legality of the redemption of any Shares,  or the propriety of
the amount to be paid therefor;

          (6) The legality of the declaration or payment of any  distribution of
the Series; or

          (7) The legality of any  borrowing  for  temporary  administrative  or
emergency purposes.

     c. No Liability  Until Receipt.  The Custodian  shall not be liable for, or
considered to be the Custodian of, any money,  whether or not represented by any
check,  draft, or other  instrument for the payment of money,  received by it on
behalf of the Series,  until the Custodian  actually  receives and collects such
money.

     d. Amounts Due from Transfer Agent.  The Custodian shall not be required to
effect  collection  of any amount due to the Series  from the  Series'  transfer
agent nor be required to cause payment or distribution by such transfer agent of
any amount paid by the Custodian to the transfer agent.

     e. Collection Where Payment Refused. The Custodian shall not be required to
take action to effect  collection of any amount,  if the  Securities  upon which
such amount is payable are in default, if payment is refused after due demand or
presentation,  or with respect to any insolvency or similar  proceeding,  unless
and until it shall be  directed  to take such  action and it shall be assured to
its satisfaction of reimbursement of its related costs and expenses.

     f. No Duty to Ascertain  Authority.  The  Custodian  shall not be under any
duty or obligation to ascertain  whether any Assets at any time  delivered to or
held by it for the Series are such as may  properly be held by the Series  under
the provisions of its governing instruments or Prospectus.

     g. Reliance on  Instructions.  The Custodian shall be entitled to rely upon
any Instruction, notice or other instrument in writing received by the Custodian
and  reasonably  believed by the  Custodian to be genuine and to be signed by an
Authorized


                                       11


Person of the Series.  Where the Custodian is issued  Instructions  orally,  the
Series  acknowledge that if written  confirmation is requested,  the validity of
the transactions or enforceability of the transactions  authorized by the Series
shall not be affected  if such  confirmation  is not  received or is contrary to
oral  Instructions  given.  The Custodian  shall be fully protected in acting in
accordance  with all such  Instructions  and in  failing  to act in the  absence
thereof.  The  Custodian  shall be under no duty to question any direction of an
Authorized  Person with  respect to the  portion of the account  over which such
Authorized Person has authority,  to review any property held in the account, to
make any  suggestions  with respect to the  investment and  reinvestment  of the
Assets in the  account,  or to  evaluate  or  question  the  performance  of any
Authorized  Person.  The Custodian  shall not be  responsible  or liable for any
diminution  of value of any Assets held by the  Custodian  or its  subcustodians
pursuant to  Instructions.  In following  Instructions,  the Custodian  shall be
fully  protected and shall not be liable for the acts or omissions of any person
or entity not  selected  or retained by the  Custodian  in its sole  discretion,
including but not limited to, any  broker-dealer  or other entity  designated by
the Fund or  Authorized  Person to hold Assets of the account as  collateral  or
otherwise pursuant to an investment strategy.

7. Appointment of Subcustodians; Transfer of Assets to Subcustodians or Brokers.
The Custodian is hereby authorized to appoint one or more domestic subcustodians
(which may be an affiliate of the Custodian) to hold Assets at any time owned by
the Series.  The Custodian is also hereby  authorized,  when acting  pursuant to
Instructions,  to: 1) place  Assets  with any  Foreign  Custodian  located  in a
jurisdiction  which is not a Foreign  Country and with  Euroclear,  Clearstream,
Banc One or any other  transnational  depository;  and 2) settle or place Assets
with a  broker  or any  such  domestic  subcustodian  or  Foreign  Custodian  in
connection with derivative transactions of any kind, including futures, options,
short  selling,  swaps or  other  transactions.  When  acting  pursuant  to such
Instructions, the Custodian shall not be liable for the acts or omissions of any
such broker, subcustodian or Foreign Custodian.

8. Overdraft Facility and Security for Payment.  In the event that the Custodian
receives  Instructions  to make payments or transfers of Assets on behalf of the
Series for which there would be, at the close of business on the Business Day of
such payment or transfer, insufficient monies held by the Custodian on behalf of
the Series, the Custodian may, in its sole discretion,  provide an overdraft (an
"Overdraft")  to the Series in an amount  sufficient to allow the  completion of
such payment or transfer. Any Overdraft provided hereunder: (a) shall be payable
on the  next  Business  Day,  unless  otherwise  agreed  by the  Series  and the
Custodian;  and (b) shall accrue  interest from the date of the Overdraft to the
date of payment in full by the Series at a rate agreed upon from time to time by
the Custodian and the Series or, in the absence of specific  agreement,  by such
rate as charged to other customers of the Custodian under  procedures  uniformly
applied.  The  Custodian  and the Series  acknowledge  that the  purpose of such
Overdraft  is to  temporarily  finance  the  purchase of  Securities  for prompt
delivery in accordance with the terms hereof,  to meet  unanticipated or unusual
redemptions,  to allow the settlement of foreign  exchange  contracts or to meet
other  unanticipated  Series  expenses.  The Custodian shall promptly notify the
Series  (an  "Overdraft  Notice")  of any  Overdraft.  To


                                       12


secure  payment of any Overdraft and related  interest and expenses,  the Series
hereby grants to the Custodian a first priority  security  interest in and right
of setoff  against  the Assets in the  Series'  account,  including  all income,
substitutions  and  proceeds,  whether  now  owned or  hereafter  acquired  (the
"Collateral"),  in the full amount of such  Overdraft,  interest  and  expenses;
provided that the Series does not grant the Custodian a security interest in any
Securities issued by an affiliate of the Custodian (as defined in Section 23A of
the Federal  Reserve  Act).  The  Custodian  and the Series  intend that, as the
securities intermediary with respect to the Collateral, the Custodian's security
interest shall  automatically  be perfected when it attaches.  Should the Series
fail to pay promptly any amounts owed hereunder, the Custodian shall be entitled
to use available  Assets in the Series'  account and to liquidate  Securities in
the  account as  necessary  to meet the  Series'  obligations  relating  to such
Overdraft,  interest and expenses.  In any such case,  and without  limiting the
foregoing,  the  Custodian  shall be entitled to take such other  actions(s)  or
exercise such other options, powers and rights as the Custodian now or hereafter
has as a secured creditor under the Pennsylvania  Uniform Commercial Code or any
other applicable law.

9. Tax Obligations. For purposes of this Agreement, "Tax Obligations" shall mean
taxes,  withholding,   certification  and  reporting  requirements,  claims  for
exemptions or refund,  interest,  penalties,  additions to tax and other related
expenses.  To the extent that the Custodian has received  relevant and necessary
information  with  respect to the  account,  the  Custodian  shall  perform  the
following services with respect to Tax Obligations:

     a. The Custodian  shall file claims for  exemptions or refunds with respect
to  withheld  foreign  (non-U.S.)  taxes in  instances  in which such claims are
appropriate upon receipt of sufficient information;

     b. The Custodian shall withhold  appropriate  amounts,  as required by U.S.
tax laws, with respect to amounts received on behalf of nonresident  aliens upon
receipt of Instructions; and

     c. The Custodian  shall provide to the Fund or the  Authorized  Person such
information received by the Custodian which could, in the Custodian's reasonable
belief,  assist  the Fund or the  Authorized  Person  in the  submission  of any
reports or returns  with respect to Tax  Obligations.  The Fund shall inform the
Custodian in writing as to which party or parties shall receive information from
the Custodian.

     d. The  Custodian  shall  provide such other  services  with respect to Tax
Obligations,  including  preparation  and filing of tax  returns and reports and
payment of amounts  due (to the extent  funded),  as  requested  by the Fund and
agreed to by the Custodian in writing.  The Custodian  shall have no independent
obligation to determine the existence of any information with respect to, or the
extent  of,  any Tax  Obligations  now or  hereafter  imposed on the Fund or the
account by any  taxing  authority.  Except as  specifically  provided  herein or
agreed to in writing by the Custodian,  the Custodian  shall have no obligations
or liability with respect to Tax Obligations, including, without


                                       13


limitation,  any obligation to file or submit returns or reports with any state,
foreign or other taxing authorities.

     e. In making payments to service  providers  pursuant to Instructions,  the
Fund  acknowledges that the Custodian is acting as a paying agent and not as the
payor, for tax information reporting and withholding purposes.



                 ARTICLE II. - FOREIGN CUSTODY MANAGER SERVICES

1.  Delegation.  The Board delegates to the Custodian,  and the Custodian hereby
agrees to accept,  responsibility  as the Fund's  Foreign  Custody  Manager  for
selecting,  contracting  with  and  monitoring  Foreign  Custodians  in  Foreign
Countries in accordance with Rule 17f-5(c).

2. Changes to Appendix C.  Appendix C may be amended by written  agreement  from
time to time to add or delete  jurisdictions  by written  agreement signed by an
Authorized Person of the Fund and the Custodian,  but the Custodian reserves the
right to delete jurisdictions upon reasonable notice to the Series.

3. Reports to Board. Custodian shall provide written reports notifying the Board
of the  placement  of Assets  with a  particular  Foreign  Custodian  and of any
material change in a Series' foreign custody arrangements. Such reports shall be
provided to the Board quarterly, except as otherwise agreed by the Custodian and
the Fund.

4.  Monitoring  System.  In each  case in  which  the  Custodian  has  exercised
delegated  authority to place  Assets with a Foreign  Custodian,  the  Custodian
shall  establish  a  system,  to  re-assess  or  re-evaluate   selected  Foreign
Custodians, at least annually in accordance with Rule 17f-5(c)(3).

5. Standard of Care. In exercising the delegated authority under this Article II
of the Agreement, the Custodian agrees to exercise reasonable care, prudence and
diligence  such as a person having  responsibility  for the  safekeeping  of the
Assets would exercise in like  circumstances.  Contracts with Foreign Custodians
shall provide for reasonable  care for Assets based on the standards  applicable
to Foreign Custodians in the Foreign Country. In making this determination,  the
Custodian shall consider the provisions of Rule 17f-5(c)(2).

6. Use of Securities  Depositories.  In exercising its delegated authority,  the
Custodian may assume that the Series and its investment adviser have determined,
pursuant to Rule  17f-7,  that the  depository  provides  reasonable  safeguards
against custody risks, if a Series decides to place and maintain  foreign Assets
with any  Securities  Depository as to which the Custodian has provided the Fund
on behalf of such Series with a Risk Analysis.


                                       14


7. Notice of Change of  Subcustodians.  The Custodian  shall promptly  advise or
provide notice to the Series of any change to its subcustodial network.



                      ARTICLE III. - INFORMATION SERVICES

1. Risk  Analysis.  The Custodian  will provide the Fund on behalf of the Series
with a Risk Analysis with respect to  Securities  Depositories  operating in the
Foreign  Countries.  If the  Custodian is unable to provide a Risk Analysis with
respect to a particular Securities Depository, it will notify the Fund on behalf
of the Series. Custodian shall advise whether a particular Securities Depository
meets the objective standard set forth in applicable provisions of Rule 17f-7 of
the  Act.  If a new  Securities  Depository  commences  operation  in one of the
Foreign  Countries,  the Custodian will provide the Fund on behalf of the Series
with a Risk  Analysis in a  reasonably  practicable  time after such  Securities
Depository  becomes  operational.  If a new  country is added to Appendix C, the
Custodian  will  provide the Fund on behalf of the Series  with a Risk  Analysis
with respect to each  Securities  Depository in that country within a reasonably
practicable time after the addition of the country to Appendix C.

2. Monitoring of Securities Depositories. The Custodian will monitor the custody
risks  associated with  maintaining  assets with each Securities  Depository for
which it has provided  the Fund on behalf of the Series with a Risk  Analysis as
required under Rule 17f-7. The Custodian will promptly notify the Fund on behalf
of the Series or its investment adviser of any material change in these risks.

3. Use of Agents. The Custodian may employ agents, including, but not limited to
Foreign Custodians,  to perform its  responsibilities  under Sections 1 and 2 of
this Article III.

4. Exercise of  Reasonable  Care The Custodian  will exercise  reasonable  care,
prudence,  and diligence in performing its  responsibilities  under this Article
III.  With respect to the Risk Analyses  provided or monitoring  performed by an
agent,  the  Custodian  will exercise  reasonable  care in the selection of such
agent,  and shall be  entitled  to rely upon  information  provided by agents so
selected  in the  performance  of its  duties  and  responsibilities  under this
Article III.

5.  Liabilities  and  Warranties.  While  the  Custodian  will  take  reasonable
precautions to ensure that information provided is accurate, the Custodian shall
have no liability with respect to  information  provided to it by third parties.
Due to the nature and source of  information,  and the  necessity  of relying on
various information  sources,  most of which are external to the Custodian,  the
Custodian   shall  have  no  liability  for  direct  or  indirect  use  of  such
information.


                                       15


                        ARTICLE IV. - GENERAL PROVISIONS

1. Compensation.

     a. The Fund will  compensate the Custodian for its services  rendered under
this Agreement in accordance with the fees set forth on Appendix E (the "Fees"),
which schedule may be modified by the Custodian  after the Initial Term upon not
less than sixty days prior written  notice to, and the consent of, the Fund. Any
undisputed  Fees not paid  within  sixty (60) days of the  invoice  date will be
subject to a late charge equal to 1.5% of the Fees remaining unpaid.  Additional
charges of 1.5% per month will accrue and be owing on such undisputed and unpaid
Fees for each additional month during which such Fees remain unpaid,  subject to
any maximum  amounts  imposed by law. If any Fees are disputed by the Fund,  the
Custodian  and the Fund shall work together in good faith to resolve the dispute
promptly.

     b. The Custodian will bill the Fund as soon as practicable after the end of
each calendar  month.  The Fund will promptly pay to the Custodian the amount of
such billing.

     c. If not paid  directly or timely by the Fund,  the  Custodian  may,  with
prior  approval  of the Fund  which  may not be  unreasonably  withheld,  charge
against  Assets  held on  behalf of the  Series  compensation  and any  expenses
incurred by the  Custodian  in the  performance  of its duties  pursuant to this
Agreement. The Custodian shall also be entitled,  subject to the approval of the
Fund,  to charge  against  Assets of the Series the amount of any loss,  damage,
liability  or expense  incurred  with respect to the Series,  including  counsel
fees,  for which it shall be entitled to  reimbursement  under the provisions of
this Agreement.

2.  Insolvency of Foreign  Custodians.  The Custodian  shall be responsible  for
losses or damages  suffered by the Series  arising as a result of the insolvency
of a Foreign  Custodian  only to the extent that the Custodian  failed to comply
with the standard of care set forth in Article II with respect to the  selection
and monitoring of such Foreign Custodian.

3. Liability for  Depositories.  The Custodian  shall not be responsible for any
losses resulting from the deposit or maintenance of Securities,  Assets or other
property of the Series with a Securities Depository.

4.  Damages.  Under no  circumstances  shall the  Custodian  be  liable  for any
indirect,  consequential  or special damages with respect to its role as Foreign
Custody Manager, Custodian or information vendor.

5. Indemnification; Liability of the Series.

     a. The Fund  shall  indemnify  and hold  the  Custodian  harmless  from all
liabilities  and costs  and  expenses,  including  reasonable  counsel  fees and
expenses,  relating  to or arising  out of the  performance  of the  Custodian's
obligations  under  this


                                       16


Agreement  except  to the  extent  resulting  from  the  negligence  or  willful
misconduct  of  the  Custodian,  any  agent  or  subcustodian  appointed  by the
Custodian  or any of its or  their  directors,  officers,  agents,  nominees  or
employees,  in the performance of any functions hereunder,  or any other failure
to comply with the standard of care required by this  Agreement.  This provision
shall survive the termination of this Agreement.

     b. The  Custodian  shall  indemnify  and hold  the Fund  harmless  from all
liabilities  and costs  and  expenses,  including  reasonable  counsel  fees and
expenses,  resulting  from:  (i) the  negligence  or willful  misconduct  of the
Custodian, any agent or subcustodian appointed by the Custodian or any of its or
their directors,  officers, agents, nominees or employees, in the performance of
any  functions  hereunder,  or any other  failure to comply with the standard of
care required by this Agreement; or (ii) any burglary,  robbery, hold-up, theft,
or  mysterious  disappearance,  including  loss by damage or  destruction.  This
provision shall survive the termination of this Agreement.

     c. The Series and the  Custodian  agree  that the  obligations  of the Fund
under this  Agreement  shall not be binding upon any of the  directors/trustees,
shareholders,  nominees, officers, employees or agents, whether past, present or
future,  of the Series,  individually,  but are binding only upon the Assets and
other property of the Fund.

6. Force Majeure;  Disaster  Recovery and Business  Continuity.  Notwithstanding
anything in this Agreement to the contrary contained herein, the Custodian shall
not be  responsible or liable for its failure to perform under this Agreement or
for any losses to the account  resulting  from any event  beyond the  reasonable
control  of  the  Custodian,   its  agents  or  its  subcustodians  (other  than
subcustodians  that were  engaged by the  Custodian  at the  instruction  of the
Fund).  In the event of such  event,  or any  disaster  that  causes a  business
interruption,  the  Custodian  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.

     The Custodian represents and warrants that it 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 the  Custodian's  duties under this  Agreement) to
safeguard  the  Fund's  records  and data  and the  Custodian'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 the  Custodian  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.

7. Term and Termination.

     a.  The  term of  this  Agreement  shall  begin  on the  date  hereof  (the
"Effective  Date")  and  continue  for an  initial  term of three (3) years (the
"Initial Term").  After the Initial Term expires,  this Agreement shall continue
but either (1) the Custodian may terminate this Agreement with respect to a Fund
by giving such Fund one hundred twenty (120) days notice in writing,  specifying
the date of such  termination,  or (2) a Fund


                                       17


may terminate  this  Agreement with respect to such Fund by giving the Custodian
sixty (60) days notice in writing, specifying the date of such termination.

     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 or parties provides the applicable written notice to the other
party or parties of the reason for such termination:

          (1) NonRenewal:  This Agreement shall terminate with respect to a Fund
at the end of the Initial  Term if either the  Custodian  or such Fund  provides
notice that it does not want to renew or extend this Agreement at the end of the
Initial Term;

          (2) Mutual  Agreement:  The Custodian and a Fund may mutually agree in
writing to terminate this Agreement with respect to such Fund at any time;

          (3) "For Cause":  (A) The Custodian may terminate  this Agreement with
respect to a Fund "For Cause," as defined  below,  by  providing  such Fund 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,  or (B) a Fund may
terminate  this  Agreement  with  respect  to such Fund "For  Cause," as defined
below, by providing the Custodian 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; or

          (4) Failure to Pay: The Custodian may terminate  this  Agreement  with
respect to a Fund if the  Custodian has notified such Fund that it has failed to
pay the Custodian any  undisputed  amounts when due under this  Agreement and it
has failed to cure such default within 60 days of receipt of such notice (or, if
the  Fund has  disputed  any  amounts  in good  faith,  upon  resolution  of the
dispute).

For purposes of subparagraph (3) above, "For Cause" shall mean:

               (A) a material  breach of this  Agreement by any other party 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 to perform,  provided  that if such default
          is capable of being  cured,  then the other party shall be entitled to
          such longer period as may  reasonably be required to cure such default
          if the other party shall 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  commits  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;


                                       18


               (C) a final, unappealable judicial,  regulatory or administrative
          ruling  or order in which any other  party  has been  found  guilty of
          criminal or  unethical  behavior in the conduct of its  business  that
          directly  relates  to the  subject  matter  of the  services  provided
          hereunder; or

               (D) when any other party shall make a general  assignment for the
          benefit of its creditors or any  proceeding  shall be instituted by or
          against the other party to adjudicate it as bankrupt or insolvent,  or
          to seek to  liquidate,  wind up, or  reorganize  the other  party,  or
          protect or relieve its 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 for a  substantial  portion of its assets,
          which  proceeding  shall  remain  unstayed  for sixty (60) days or the
          other  party  shall have  taken  steps to  authorize  any of the above
          actions or has become unable to pay its debts as they mature.

     c. If this  Agreement  is  terminated  by any party with  respect to a Fund
(regardless  of whether it is terminated  pursuant to paragraph (b) above or for
any reason other than those  specified in paragraph (b) above),  such Fund shall
pay to Custodian on or before the date of such  termination  any  undisputed and
unpaid fees owed to, and shall reimburse Custodian for any undisputed and unpaid
out-of-pocket  costs and expenses owed to,  Custodian under this Agreement prior
to its termination.

     d. If either (1) a Fund terminates this Agreement with respect to such Fund
during the Initial Term for any reason  other than those  specified in paragraph
(b) above, or (2) the Custodian terminates this Agreement with respect to a Fund
during  the  Initial  Term "For  Cause" or the  Fund's  "failure  to pay"  under
subparagraphs  (b)(3) or (b)(4) of this  Section,  respectively,  then such Fund
shall be liable to the  Custodian for all provable  actual  damages of Custodian
arising from such termination, excluding punitive, special, indirect, incidental
and consequential  damages,  and shall reimburse all Costs and Expenses incurred
by the Custodian in connection  with effecting such  termination  and converting
such Fund to a successor custodian, including without limitation the delivery to
such successor custodian, such Fund and/or such Fund's service providers, any of
the Fund's Assets,  property,  records,  data,  instruments  and  documents.  In
addition,  such Fund shall  reimburse  the  Custodian  promptly  for any actual,
provable, extraordinary, non-customary and direct costs and expenses (other than
any Costs and Expenses)  incurred by the Custodian in connection  with effecting
such  termination and converting such Fund to a successor  custodian,  including
without  limitation the delivery to such successor  custodian,  such Fund and/or
such Fund's service  providers,  any of such Fund's Assets,  property,  records,
data, instruments and documents.

     e. If either (1) the Custodian  terminates this Agreement with respect to a
Fund at any time for any reason  other than those  specified  in  paragraph  (b)
above,  or (2) a Fund terminates this Agreement with respect to such Fund at any
time "For Cause" under subparagraph  (b)(3) of this Section,  then the Custodian
shall  reimburse  such Fund for any


                                       19


Costs and  Expenses  incurred by such Fund in  connection  with  converting  the
Assets of such Fund to a successor  custodian,  including without limitation the
delivery to such  successor  custodian,  such Fund  and/or  such Fund's  service
providers, any of such Fund's Assets,  property,  records, data, instruments and
documents.

     f. If this  Agreement is  terminated  (1) by either the Custodian or a Fund
for  "nonrenewal"  under  subparagraph  (b)(1),  (2) by the Custodian and a Fund
"upon mutual  agreement" under  subparagraph  (b)(2),  (3) by a Fund at any time
after the Initial  Term for any reason  other than those  specified in paragraph
(b) above, or (4) by Custodian at any time after the Initial Term "For Cause" or
such  Fund's  "failure  to pay"  under  subparagraphs  (b)(3)  or (b)(4) of this
Section,  respectively,  such Fund shall  reimburse  Custodian  promptly for any
Costs and Expenses  incurred by  Custodian in  connection  with  effecting  such
termination and converting such Fund to a successor custodian, including without
limitation  the  delivery  to such  successor  custodian,  such Fund and/or such
Fund's service  providers any of such Fund's Assets,  property,  records,  data,
instruments and documents.

     g. For purposes of this Section 7 of this Article IV,  "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 7
of this Article IV, 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 the Custodian or its  subcustodians  (other than
subcustodians  that were engaged by the Custodian at the instruction of a Fund);
unused equipment  expense;  and non-cancelable  payments or termination  charges
regarding  subcustodial  services that were not incurred at the instruction of a
Fund and that cannot be transferred or redeployed by Mellon.

     Such party must provide the other party or parties with written evidence of
such costs and expenses  before the other party or parties are  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  herein,  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,  the parties
hereto agree to cooperate and act in good faith to ensure an orderly  conversion
of the  Assets,  property,  records,  data,  instruments  and  documents  of the
applicable  Fund or Funds to a successor  custodian with respect to the services
provided under this Agreement.  Without limiting the generality of the foregoing
sentence,  the Custodian  agrees that, in the event this Agreement is terminated
by a party or the  parties,  it will  deliver  a Fund's  or the  Funds'  Assets,
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,  commerically-available
format.


                                       20


     i. The  termination  of this Agreement with respect to any given Fund shall
in no way affect the continued  validity of this  Agreement  with respect to any
other Fund.  Furthermore,  if,  following  termination  of this  Agreement  with
respect to any given Fund, Custodian continues to perform any one or more of the
services  governed  hereby  with the  express  consent  of such  Fund,  then the
provisions  of this  Agreement,  including  without  limitation  the  provisions
dealing with indemnification and compensation,  shall continue in full force and
effect.

     j. In the event  notice of  termination  is given by the  Custodian,  which
notice  shall  be given  at  least  60 days  prior  to the  date of  termination
(notwithstanding  the reason for  termination),  a Fund shall,  on or before the
termination date, deliver to the Custodian a Certificate  evidencing the vote of
the Board designating a successor custodian. In the absence of such designation,
the  Custodian  may  designate  a successor  custodian,  which shall be a person
qualified to so act under the Act for such Fund.  If a Fund fails to designate a
successor  custodian,  such Fund shall, upon the date specified in the notice of
termination,  and upon the delivery by the Custodian of all Assets then owned by
such Fund, be deemed to be its own custodian and the Custodian  shall thereby be
relieved  of all  obligations  under  this  Agreement  other  than the duty with
respect to Securities held in the Book-Entry System which cannot be delivered to
such Fund.

     k. Upon termination of the Agreement,  the Custodian shall, upon receipt of
a notice of acceptance by the successor custodian,  deliver to the successor all
Assets then held by the Custodian on behalf of a Fund, after deducting all fees,
expenses and other  amounts owed, if any, that are not disputed in good faith by
such Fund.

     l. Following  termination,  the Custodian will promptly  forward income and
principal received, if any, with respect to a Fund, including but not limited to
tax  reclaim  payments  for  tax  reclaims  filed  prior  to  termination,  to a
designated successor custodian.

     m. In the event of a dispute  following the  expiration or  termination  of
this Agreement,  all relevant provisions shall be deemed to continue to apply to
the obligations and liabilities of the parties.

8.  Inspection  of Books and  Records.  The books and  records of the  Custodian
directly related to the Fund shall be open to inspection and audit at reasonable
times by officers and  representatives  of the Fund and auditors employed by the
Fund at its own expense and with prior written notice to the  Custodian,  and by
the appropriate employees of the Securities and Exchange Commission.

9. Miscellaneous.

     a. Appendix A is a Certificate  signed by the Secretary of the Fund setting
forth the names and the signatures of Authorized Persons. The Fund shall furnish
a new  Certificate  when the list of  Authorized  Persons is changed in any way.
Until a new  Certificate is received,  the Custodian shall be fully protected in
acting  upon  Instructions  from  Authorized  Persons  as set  forth in the last
delivered Certificate.


                                       21


     b. Appendix B is a Certificate  signed by the Secretary of the Fund setting
forth the names and the positions of the present  officers of the Fund. The Fund
agrees to furnish to the Custodian a new Certificate  when any changes are made.
Until a new  Certificate is received,  the Custodian shall be fully protected in
relying upon the last delivered Certificate.

     c. Any required  written notice or other  instrument  shall be sufficiently
given if  addressed  to the  Custodian  or the  Fund,  as the  case may be,  and
delivered to it at its offices at:

The Custodian:

Mellon Bank, N.A.
One Mellon Center
500 Grant Street, 19th Floor
Pittsburgh, Pennsylvania  15258
Attn: Leonard R. Heinz, Esq., Senior Vice President and Associate General Counsel

Telephone:  (412) 234-1508
Facsimile:  (412) 234-8417

The Fund:

the address set forth on Appendix D for the Fund;

     or at such other place as the parties  may from time to time  designate  to
the other in writing.

     d.  This  Agreement  may not be  amended  or  modified  except by a written
agreement executed by both parties.

     e. This  Agreement  shall  extend to and shall be binding  upon the parties
hereto, and their respective  successors and assigns;  provided,  however,  that
this Agreement  shall not be assignable by the Fund without the written  consent
of the Custodian,  or by the Custodian  without the written consent of the Fund,
authorized or approved by a vote of the Board,  provided,  however,  that a Fund
merger  or  reorganization   where  the  fund  surviving  from  such  merger  or
reorganization  assumes  the  duties  and  obligations  of such Fund  under this
Agreement shall not require the Custodian's consent;  provided further, however,
that the  Custodian  may assign the  Agreement  or any  function  thereof to any
corporation or entity which directly or indirectly is controlled by, or is under
common control with, the Custodian and any other  attempted  assignment  without
written consent shall be null and void.

     f. Nothing in this  Agreement  shall give or be construed to give or confer
upon any third party any rights hereunder.


                                       22


     g. The  Custodian  represents  that it is a U.S. Bank within the meaning of
paragraph  (a)(7) of Rule 17f-5 under the 1940 Act.  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.
The Custodian 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  Custodian's  duties  and  responsibilities  under  this
Agreement.

     h. The Fund  acknowledges and agrees that, except as expressly set forth in
this Agreement, the Fund is solely responsible to assure that the maintenance of
the Series' Assets  hereunder  complies with  applicable  laws and  regulations,
including without limitation the Act and applicable  interpretations  thereof or
exemptions  therefrom.  The Fund  represents  that it has determined  that it is
reasonable  to rely on  Custodian  to  perform  the  responsibilities  delegated
pursuant to this Agreement.

     i.  Agreement  shall  be  construed  in  accordance  with  the  laws of The
Commonwealth of Pennsylvania.

     j. The captions of the Agreement are included for  convenience of reference
only and in no way define or delimit any of the  provisions  hereof or otherwise
affect their construction or effect.

     k. Each party  represents to the other that it has all necessary  power and
authority,  and has obtained any consent or approval  necessary to permit it, to
enter into and perform this  Agreement and that this Agreement does not violate,
give rise to a default or right of termination under or otherwise  conflict with
any  applicable  law,   regulation,   ruling,   decree  or  other   governmental
authorization  or any  contract  to which  it is a party or by which  any of its
assets  is  bound.  Each  party  represents  and  warrants  that the  individual
executing this  Agreement on its behalf has the requisite  authority to bind the
Fund or the  Custodian  to this  Agreement.  The Fund has  received and read the
"Customer  Identification  Program Notice",  a copy of which is attached to this
Agreement as Exhibit A.

     l. This  Agreement may be executed in any number of  counterparts,  each of
which shall be deemed to be an original,  but such counterparts shall, together,
constitute only one instrument.







                  [Remainder of page intentionally left blank]


                                       23

Execution Version                                                 Delaware Funds


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed by their respective  representatives  duly authorized as of the day and
year first above written.

                                        MELLON BANK, N.A.

                                        By:      /s/ illegible
                                        Title:   First Vice President

                                        DELAWARE GROUP ADVISER FUNDS,
                                        on behalf of its Series identified on
                                        Appendix D

                                        DELAWARE GROUP CASH RESERVE,
                                        on behalf of its Series identified on
                                        Appendix D

                                        DELAWARE GROUP EQUITY FUNDS I,
                                        on behalf of its Series identified on
                                        Appendix D

                                        DELAWARE GROUP EQUITY FUNDS II,
                                        on behalf of its Series identified on
                                        Appendix D

                                        DELAWARE GROUP EQUITY FUNDS III,
                                        on behalf of its Series identified on
                                        Appendix D

                                        DELAWARE GROUP EQUITY FUNDS IV,
                                        on behalf of its Series identified on
                                        Appendix D

                                        DELAWARE GROUP EQUITY FUNDS V,
                                        on behalf of its Series identified on
                                        Appendix D

                                        DELAWARE GROUP FOUNDATION FUNDS,
                                        on behalf of its Series identified on
                                        Appendix D

                                        DELAWARE GROUP INCOME FUNDS,
                                        on behalf of its Series identified on
                                        Appendix D


                                       24


                                        DELAWARE GROUP STATE TAX-FREE INCOME TRUST,
                                        on behalf of its Series identified
                                        on Appendix D

                                        DELAWARE GROUP TAX-FREE FUND,
                                        on behalf of its Series identified on
                                        Appendix D

                                        DELAWARE GROUP TAX-FREE MONEY FUND,
                                        on behalf of its Series identified on
                                        Appendix D

                                        DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS,
                                        on behalf of its Series identified on
                                        Appendix D

                                        VOYAGEUR INSURED FUNDS,
                                        on behalf of its Series identified on
                                        Appendix D

                                        DELAWARE INVESTMENTS MUNICIPAL TRUST,
                                        on behalf of its Series identified on
                                        Appendix D

                                        VOYAGEUR INTERMEDIATE TAX-FREE FUNDS,
                                        on behalf of its Series identified on
                                        Appendix D

                                        VOYAGEUR MUTUAL FUNDS,
                                        on behalf of its Series identified on
                                        Appendix D

                                        VOYAGEUR MUTUAL FUNDS II,
                                        on behalf of its Series identified on
                                        Appendix D

                                        DELAWARE GROUP GOVERNMENT FUND,
                                        on behalf of its Series identified on
                                        Appendix D

                                        DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS,
                                        on behalf of its Series identified on
                                        Appendix D

                                        DELAWARE POOLED TRUST,
                                        on behalf of its Series identified on
                                        Appendix D

                                        VOYAGEUR MUTUAL FUNDS III,
                                        on behalf of its Series identified on
                                        Appendix D


                                       25


                                        VOYAGEUR TAX FREE FUNDS,
                                        on behalf of its Series identified on
                                        Appendix D

                                        DELAWARE VIP TRUST,
                                        on behalf of its Series identified on
                                        Appendix D

                                        DELAWARE INVESTMENTS ARIZONA MUNICIPAL
                                        INCOME FUND, INC.

                                        DELAWARE INVESTMENTS COLORADO INSURED
                                        MUNICIPAL FUND, INC.

                                        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


                                       26


                                   APPENDIX A
                           LIST OF AUTHORIZED PERSONS


     I, David F. Connor, Secretary of the Funds, do hereby certify that:

     The following  individuals have been duly authorized as Authorized  Persons
to give  Instructions  on behalf of the Funds and each  Series  thereof  and the
specimen signatures set forth opposite their respective names are their true and
correct signatures:

Name and Position                                    Signature

John J. O'Connor                                     /s/ John J. O'Connor
Senior Vice President


Phoebe W. Figland                                    /s/ Phoebe W. Figland
Vice President


Laura A. Wagner                                      /s/ Laura A. Wagner
Vice President


William Dwyer                                        /s/ William Dwyer
Assistant Vice President


David Scharff                                        /s/ David Scharff
Assistant Vice President


Thomas J. Morrisroe                                  /s/ Thomas J. Morrisroe
Assistant Vice President


Michael O'Donnell                                    /s/ Michael O'Donnell
Assistant Vice President


Eric Schmidt                                         /s/ Eric Schmidt
Assistant Vice President


Mark Mastrogiovanni                                  /s/ Mark Mastrogiovanni
Assistant Vice President


James A. Furgele                                     /s/ James A. Furgele
Senior Vice President


                                       27



Kayann Johnson                                       /s/ Kayann Johnson
Assistant Vice President


John Leszczynski                                     /s/ John Leszczynski
Assistant Vice President


Lisa Howard                                          /s/ Lisa Howard
Assistant Vice President



                                            By:      /s/ David F. Connor
                                                     Secretary
                                            Dated:


                                       28


Execution Version                                                 Delaware Funds


                                   APPENDIX B
                                  FUND OFFICERS


     I, David F. Connor, Secretary of the Funds, do hereby certify that:

     The following  individuals serve in the following  positions with the Funds
and each individual has been duly elected or appointed to each such position and
qualified therefor in conformity with the Funds' governing instruments:

Name                            Position


Patrick P. Coyne                Chairman/President/Chief Executive Officer

Ryan K. Brist                   Executive Vice President/Managing Director/
                                Chief Investment Officer, Fixed Income

Michael J. Hogan                Executive Vice President/Head of Equity
                                Investments

See Yeng Quek                   Executive Vice President/Managing Director/
                                Chief Investment Officer, Fixed Income

Brian L. Murray, Jr.            Senior Vice President/Chief Compliance Officer

David P. O'Connor               Senior Vice President/Strategic Investment
                                Relationships and Initiatives/General Counsel

John J. O'Connor                Senior Vice President/Treasurer

Richard Salus                   Senior Vice President/Chief Financial Officer

David F. Connor                 Vice President/Deputy General Counsel/Secretary

Marshall T. Bassett             Senior Vice President/Chief Investment Officer,
                                Emerging Growth Equity

Joseph R. Baxter                Senior Vice President/Head of Municipal Bond
                                Investments

Christopher S. Beck             Senior Vice President/Senior Portfolio Manager

Michael P. Buckley              Senior Vice President/Director of Municipal
                                Research

Michael F. Capuzzi              Senior Vice President/Investment Systems

Liu-Er Chen                     Senior Vice President/Senior Portfolio
                                Manager/Chief Investment Officer, Emerging
                                Markets

Thomas H. Chow                  Senior Vice President/Senior Portfolio Manager


                                       29


Stephen R. Cianci               Senior Vice President/Senior Portfolio Manager

Robert F. Collins               Senior Vice President/Senior Portfolio Manager

Chuck M. Devereux               Senior Vice President/Senior Research Analyst

Roger A. Early                  Senior Vice President/Senior Portfolio Manager

Brian Funk                      Senior Vice President/Director of Credit Research

James A. Furgele                Senior Vice President/Investment Accounting

Brent C. Garrells               Senior Vice President/Senior Research Analyst

Stuart M. George                Senior Vice President/Head of Equity Trading

Paul Grillo                     Senior Vice President/Senior Portfolio Manager

Jonathan Hatcher                Senior Vice President/Senior Research Analyst

William F. Keelan               Senior Vice President/Director Quantitative
                                Research

Francis X. Morris               Senior Vice President/Director Chief Investment
                                Officer, Core Equity

Zoe Neale                       Senior Vice President/Chief Investment Officer,
                                International Equity

D. Tysen Nutt                   Senior Vice President/Chief Investment Officer,
                                Large Cap Value

Philip R. Perkins               Senior Vice President/Senior Portfolio Manager

Timothy L. Rabe                 Senior Vice President/Head of High Yield

Jeffrey S. Van Harte            Senior Vice President/Chief Investment Officer-
                                Focus Growth Equity

Babak Zenouzi                   Senior Vice President/Senior Portfolio Manager

Christopher S. Adams            Vice President/Portfolio Manager/Senior Equity
                                Analyst

Damon J. Andres                 Vice President/Senior Portfolio Manager

Wayne A. Anglace                Vice President/Credit Research Analyst

Todd Bassion                    Vice President/Senior Research Analyst/Portfolio
                                Manager

Christopher J. Bonavico         Vice President/Senior Portfolio Manager, Equity
                                Analyst

Kenneth F. Broad                Vice President/Senior Portfolio Manager, Equity
                                Analyst


                                       30


Mary Ellen M. Carrozza          Vice President/Client Services

Steven G. Catricks              Vice President/Portfolio Manager

Wen-Dar Chen                    Vice President/Portfolio Manager

Lisa Chin                       Vice President/Emerging Markets Analyst

Anthony G. Ciavarelli           Vice President/Associate General Counsel/
                                Assistant Secretary

Bradley J. Cline                Vice President/International Credit Research
                                Analyst

Cori E. Daggett                 Vice President/Senior Counsel/Assistant Secretary

Craig C. Dembek                 Vice President/Senior Research Analyst

Joel A. Ettinger                Vice President/Taxation

Christopher M. Ericksen         Vice President/Portfolio Manager, Equity Analyst

Devon K. Everhart               Vice President/Senior Research Analyst

Phoebe W. Figland               Vice President/Investment Accounting

Patrick G. Fortier              Vice President/Portfolio Manager, Equity Analyst

Denise A. Franchetti            Vice President/Portfolio Manager/Municipal Bond
                                Credit Analyst

Larry Franko                    Vice President/Senior Equity Analyst

Henry A. Garrido                Vice President/Equity Analyst

Barry Gladstein                 Vice President/Equity Analyst/Portfolio Manager

Edward Gray                     Vice President/Senior Portfolio Manager

David J. Hamilton               Vice President/Credit Research Analyst

Brian Hamlet                    Vice President/Senior Corporate Bond Trader

Gregory M. Heywood              Vice President/Portfolio Manager, Research
                                Analyst

Sharon Hill                     Vice President/Head of Equity Quantitative
                                Research  & Analytics

Christopher M. Holland          Vice President/Associate Equity Analyst II/
                                Portfolio Manager

Chungwei Hsia                   Vice President/Senior Research Analyst

Michael E. Hughes               Vice President/Senior Equity Analyst

Jordan L. Irving                Vice President/Senior Portfolio Manager


                                       31


Cynthia Isom                    Vice President/Portfolio Manager

Kenneth R. Jackson              Vice President/Quantitative Analyst

Stephen M. Juszczyszyn          Vice President/Structured Products Analyst/Trader

Audrey E. Kohart                Vice President/Financial Planning and Reporting

Nikhil G. Lalvani               Vice President/Senior Equity Analyst/Portfolio
                                Manager

Steven T. Lampe                 Vice President/Portfolio Manager

Anthony A. Lombardi             Vice President/Senior Portfolio Manager

John P. McCarthy                Vice President/Senior Research Aanlyst/Trader

Brian McDonnell                 Vice President/Structured Products Analyst/Trader

Michael S. Morris               Vice President/Portfolio Manager/Senior Equity
                                Analyst

Philip O. Obazee                Vice President/Derivatives Manager

Donald G. Padilla               Vice President/Portfolio Manager/Senior Equity
                                Analyst

Daniel J. Prislin               Vice President/Senior Portfolio Manager, Equity
                                Analyst

Gretchen Regan                  Vice President/Quantitative Analyst

Craig S. Remsen                 Vice President/Senior Credit Research Analyst

Carl Rice                       Vice President/Senior Investment Specialist,
                                Large Cap Value Focus Equity

Kevin C. Schildt                Vice President/Senior Municipal Credit Analyst

Bruce Schoenfeld                Vice President/Equity Analyst

Nancy E. Smith                  Vice President/Investment Accounting

Rudy D. Torrijos, III           Vice President/Portfolio Manager

Michael Tung                    Vice President/Equity Analyst

Robert A. Vogel, Jr.            Vice President/Senior Portfolio Manager

Lori P. Wachs                   Vice President/Portfolio Manager

Laura A. Wagner                 Vice President/Investment Accounting

Michael G. Wildstein            Vice President/Senior Research Analyst

Kathryn R. Williams             Vice President/Associate General Counsel/
                                Assistant Secretary


                                       32


Nashira Wynn                    Vice President/Senior Equity Analyst/Portfolio
                                Manager

Greg Zappin                     Vice President/Credit Research Analyst

Guojia Zhang                    Vice President/Equity Analyst

James E. Blake                  Assistant Vice President/Senior Compliance
                                Officer

Ian Bowman                      Assistant Vice President/Research Analyst

Michael E. Dresnin              Assistant Vice President/Counsel/Assistant
                                Secretary

William J. Dwyer                Assistant Vice President/Corporate Actions

Abby C. Fick                    Assistant Vice President/Legal Services

Molly Graham                    Assistant Vice President/Legal Services

Kerri S. Haag                   Assistant Vice President/Investment Accounting

Matthew G. Higgins              Assistant Vice President/Credit Research Analyst

Jerel A. Hopkins                Assistant Vice President/Counsel/Assistant
                                Secretary

Kashif Ishaq                    Assistant Vice President/Associate Trader

Kayann Johnson                  Assistant Vice President/Investment Accounting

Karin M. Kelly                  Assistant Vice President/Quantitative Analyst
                                Supervisor

Colleen Kneib                   Assistant Vice President/Municipal Credit Analyst

John Leszczynski                Assistant Vice President/Investment Accounting

Kent P. Madden                  Assistant Vice President/Equity Analyst

Thomas J. Morrisroe             Assistant Vice President/Investment Accounting

Terry O'Brien                   Assistant Vice President/Fixed Income Reporting
                                Analyst

James P. O'Neill                Assistant Vice President/Senior Compliance Officer

Caleb Piper                     Assistant Vice President/Equity Analyst

Udail K. Purmasetti             Assistant Vice President/Credit Research Analyst I

Eric W. Schmidt                 Assistant Vice President/Investment Accounting

Frank J. Strenger               Assistant Vice President/Associate Trader


                                       33


Van Tran                        Assistant Vice President/Research Analyst

Cindy Lindenberg                Senior Compliance Officer

Dennis Norman                   Tax Compliance Officer




                                By:      /s/ David F. Connor
                                         Secretary
                                Dated:


                                       34


                                   APPENDIX C
                               SELECTED COUNTRIES


See attachment


























* Note, the Fund or its investment  adviser or subadviser,  as the case may be ,
shall be responsible for determining the Foreign Countries in which the Fund may
invest,  and shall  direct  the  Custodian  from time to time as to the  Foreign
Countries which have been approved for investment by the Fund.
** Note, the Custodian will not act as a Foreign Custody Manager with respect to
Assets  held in this  country.  Holding  Assets  and  use of  Custodian's  usual
subcustodian  in this  country is subject  to  Instructions  by the Fund and its
execution of a separate letter-agreement pertaining to custody and market risks.


                                       35







                             APPENDIX E FEE SCHEDULE


                                                              Basis Point/ Unit Cost
                                                              ----------------------
Administrative Fee
Domestic
        1/10 basis point (.000010) on domestic assets                          0.10
Global
        Developed Markets Category 1                                           3.00
        Developed Markets Category 2                                           4.50
        Developed Markets Category 3                                           7.00
        Intermediate Markets Category 4                                       12.00
        Intermediate Markets Category 5                                       20.00
        Emerging Markets- Category 6                                          40.00
Structural Charges
        Per Domestic Account                                                 waived
        Per Global Account                                                   waived
        Per Fund of Fund                                                     waived
        Third party Lending Support (per fund)                             5,000.00
Transaction Fee
Domestic
        Per Depository or Fed Eligible Transaction                            $1.00
        Per Physical Transaction                                             $15.00
        Per Fed Funds Wire Received Or Delivered                              $3.00
        Per Paydown                                                           $1.00
        Per Option (per Write, Close, Expire, or Exercise)                    $5.00
        Per Forward Contract                                                 $20.00
        Per F/X Not Executed At Mellon                                       $30.00
        Per Security Segregation                                              $3.00
Global
        Developed Markets Category 1                                         $25.00
        Developed Markets Category 2                                         $25.00
        Developed Markets Category 3                                         $25.00
        Intermediate Markets Category 4                                      $50.00
        Intermediate Markets Category 5                                      $60.00
        Emerging Markets- Category 6                                         $85.00
Conversion and Implementation Costs
        Conversion and Implementation                            Waived (see Notes)
Workbench Information Delivery
Client Reporting
        Unlimited Workbench User IDs*
Customized Report Development
        Per Report (Minimum) for One-time Development Fee                 $1,000.00
        Per Report Annual Maintenance Fee                                   $500.00
        Per Hour for Special Projects                                       $150.00


                                       36


- --------------------------------------------------------------------------------
NOTES
- --------------------------------------------------------------------------------
Custodian will pass through to the client any out-of-pocket  expenses associated
with the following:
- --------------------------------------------------------------------------------
o    Worldwide custody, including but not limited to, postage, courier expenses,
     registration fees, stamp duties, and fed wire fees, etc.
- --------------------------------------------------------------------------------
o    Postage and courier expenses associated with delivery of reports
- --------------------------------------------------------------------------------
o    Proxy or tender solicitation expenses incurred with respect to our duties
- --------------------------------------------------------------------------------
o    Charges  for  customized  reporting  development,   programming,  interface
     development and maintenance at $150 per hour
- --------------------------------------------------------------------------------
o    Costs on client specific,  customized vendor feeds or data services used to
     support client customized reporting
- --------------------------------------------------------------------------------
o    Communication  and  hardware  expenses  including  terminals,  printers and
     leased lines required to support data transmissions to/from Custodian
- --------------------------------------------------------------------------------
o    Legal charges for extraordinary events, such as lawsuits,  client initiated
     events and regulatory audits, etc.
- --------------------------------------------------------------------------------
o    The U.S.  depository,  physical and foreign market  transaction  categories
     will  include  buys  and  sells in the  appropriate  market,  free  trades,
     maturities, corporate action transactions, pairoff transactions, repurchase
     agreements,  cross  trades  and fund  mergers as well as  transfers  out of
     Custodian  as it relates to a  deconversion  or  transactions  related to a
     transfer in kind. Subject to the provisions of Article IV, Section 7(f) and
     7(g)  of  the  Agreement  to  which  this  Appendix  E  is  attached,   (i)
     transactions  related to the change of a sub-custodian  will not be billed,
     nor will  transactions  related to a conversion of assets into Custodian be
     billed and (ii)  Custodian  will not charge  transaction  fees for security
     movements  related to securities  lending  provided  that  Custodian or its
     affiliate is the securities lending agent.
- --------------------------------------------------------------------------------
o    Memo items and non-affiliated/external sweep products will be included as a
     U.S. depository transaction.
- --------------------------------------------------------------------------------
o    Non-U.S. cash transfers to/from an outside party are included under foreign
     market  transactions.  (Excludes cash  transfers  between  accounts  within
     Custodian's Subcustodian network.)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Additional fees may apply in situations where the following may occur:  client's
billing requirements are exceptional,  client requires "rush" service or systems
development,  clients require  consulting  services and / or manual or otherwise
exceptional  pricing for  securities,  Tax  Department  support  work, or client
requires on-site training.
- --------------------------------------------------------------------------------
Market Tiers:
- --------------------------------------------------------------------------------
Developed Markets
- --------------------------------------------------------------------------------
Category 1: Canada, Euroclear,  France, Germany, Italy, Japan, Netherlands,  New
Zealand, Spain, Sweden, Switzerland, United Kingdom, CEDEL
- --------------------------------------------------------------------------------
Category 2: Austria, Australia,  Belgium, Denmark, Finland, Ireland, Luxembourg,
Mexico, Norway, South Africa
- --------------------------------------------------------------------------------
Category 3: Argentina, Brazil, Hong Kong, Malaysia,  Portugal,  Singapore, South
Korea, Sri Lanka, Thailand, Turkey
- --------------------------------------------------------------------------------
Intermediate Markets
- --------------------------------------------------------------------------------
Category 4: Czech Republic,  Greece, Hungary,  Indonesia,  Israel, Peru, Taiwan,
Zimbabwe
- --------------------------------------------------------------------------------
Category 5: Bangladesh,  Bermuda,  Botswana, Ghana, Kenya, Mauritius,  Pakistan,
Philippines, Poland, Uruguay
- --------------------------------------------------------------------------------
Emerging Markets
- --------------------------------------------------------------------------------
Category 6: Chile, China - Shanghai, China - Shenzhen,  Colombia, Cyprus, Egypt,
Estonia, India, Jordan, Morocco, Russia, Slovak Republic, Venezuela, Zambia
- --------------------------------------------------------------------------------


                                       37


Execution Version                                                 Delaware Funds

- --------------------------------------------------------------------------------
Earnings credits and Overdraft Fees:
- --------------------------------------------------------------------------------
               Earnings  credits and overdraft rates will be calculated  monthly
               on the  basis of the  following  formula:  The  Account  may earn
               interest  on  balances,   including   disbursement  balances  and
               balances  arising from purchase and sale  transactions.  For each
               month during which the Custodian  holds  property for the Client,
               there shall be an adjustment  to the custody fees,  calculated as
               follows.  For each day of the  month in which  the  closing  cash
               balance  of the  Account  is more than  zero,  such cash  balance
               amount will earn interest  calculated by taking the amount of the
               idle  balance  multiplied  by the  Overnight  Federal  Funds Rate
               (defined  below)  minus .50%  divided by 365 days.  The amount of
               interest   credit   shall  be  known  as  the  "Daily   Credits."
               Alternatively,  for each day of the  month in which  the  closing
               balance of the  Account is less than zero (an  "overdraft"),  the
               overdraft amount will be subject to a charge calculated by taking
               the amount of the overdraft  multiplied by the Overnight  Federal
               Funds Rate  (defined  below) plus .50%  divided by 365 days.  The
               amount of interest charge shall be known as "Daily  Charges." The
               net of the Daily Credits and Daily Charges for a particular month
               will be credited  or debited,  as the case may be, to the Monthly
               Notification for the applicable  period.  Monthly credit balances
               will roll forward to offset future  Custodian  fees and expenses.
               Unused  Daily  Credits will expire at calendar  year end.  Credit
               balances may not be  transferred.  They are used  exclusively  to
               offset  Custodian  fees and  expenses  and shall  not be  applied
               against  investment  or other  related  expenses.  A Daily Charge
               shall not apply to the extent that an  overdraft is solely due to
               Custodian error.

               The term  "Overnight  Federal  Funds Rate"  shall  mean,  for any
               month, the average of daily "Federal Funds Rates" for such month.
               In turn,  the daily Federal Funds Rates shall mean,  for any day,
               the  weighted  average of the rates on  overnight  Federal  Funds
               transactions  with members of the Federal Reserve System arranged
               by Federal Funds brokers on such day, as published by the Federal
               Reserve Bank of New York on the business day next succeeding such
               day.

- --------------------------------------------------------------------------------
Initial Custody Conversion Fee Waiver
- --------------------------------------------------------------------------------
Custodian  will not charge custody  transaction  charges (per this fee schedule)
related to the initial conversion of assets to Custodian.

Custodian will not pass thru global  custody  market charges  (including but not
limited to, postage, courier expenses,  registration fees, stamp duties, and fed
wire  fees,  etc.)  related to the  initial  conversion  of assets to  Custodian
provided that the securities are properly registered at current custodian.
- --------------------------------------------------------------------------------
FEES WILL BE PAYABLE AS FOLLOWS
- --------------------------------------------------------------------------------

Fees will be calculated and billed on a monthly  basis.  Fees not paid within 60
days of the due date will be  subject  to a late  charge  of 1.5% of the  amount
billed.  Additional  charges  of 1.5%  per  month  will  be  incurred  for  each
additional month fees remain unpaid.
- --------------------------------------------------------------------------------

                                       MELLON BANK, N.A.

                                       By:      /s/ illegible
                                       Title:   First Vice President


                                       38


                                       DELAWARE GROUP ADVISER FUNDS, on behalf
                                       of its Series identified on Appendix D

                                       DELAWARE GROUP CASH RESERVE, on behalf of
                                       its Series identified on Appendix D

                                       DELAWARE GROUP EQUITY FUNDS I, on behalf
                                       of its Series identified on Appendix D

                                       DELAWARE GROUP EQUITY FUNDS II, on behalf
                                       of its Series identified on Appendix D

                                       DELAWARE GROUP EQUITY FUNDS III, on behalf
                                       of its Series identified on
                                       Appendix D

                                       DELAWARE GROUP EQUITY FUNDS IV, on behalf
                                       of its Series identified on Appendix D

                                       DELAWARE GROUP EQUITY FUNDS V, on behalf
                                       of its Series identified on Appendix D

                                       DELAWARE GROUP FOUNDATION FUNDS, on behalf
                                       of its Series identified on Appendix D

                                       DELAWARE GROUP INCOME FUNDS, on behalf of
                                       its Series identified on Appendix D

                                       DELAWARE GROUP STATE TAX-FREE INCOME TRUST,
                                       on behalf of its Series identified
                                       on Appendix D

                                       DELAWARE GROUP TAX-FREE FUND, on behalf of
                                       its Series identified on Appendix D


                                       39


                                       DELAWARE GROUP TAX-FREE MONEY FUND, on
                                       behalf of its Series identified on
                                       Appendix D

                                       DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS,
                                       on behalf of its Series identified on
                                       Appendix D

                                       VOYAGEUR INSURED FUNDS, on behalf of its
                                       Series identified on Appendix D

                                       DELAWARE INVESTMENTS MUNICIPAL TRUST, on
                                       behalf of its Series identified on
                                       Appendix D

                                       VOYAGEUR INTERMEDIATE TAX-FREE FUNDS, on
                                       behalf of its Series identified on
                                       Appendix D

                                       VOYAGEUR MUTUAL FUNDS, on behalf of its
                                       Series identified on Appendix D

                                       VOYAGEUR MUTUAL FUNDS II, on behalf of
                                       its Series identified on Appendix D

                                       DELAWARE GROUP GOVERNMENT FUND, on behalf
                                       of its Series identified on Appendix D

                                       DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS,
                                       on behalf of its Series identified on
                                       Appendix D

                                       DELAWARE POOLED TRUST, on behalf of its
                                       Series identified on Appendix D

                                       VOYAGEUR MUTUAL FUNDS III, on behalf of
                                       its Series identified on Appendix D

                                       VOYAGEUR TAX FREE FUNDS, on behalf of its
                                       Series identified on Appendix D

                                       DELAWARE VIP TRUST, on behalf of its
                                       Series identified on Appendix D


                                       40



                                       DELAWARE INVESTMENTS ARIZONA MUNICIPAL
                                       INCOME FUND, INC.

                                       DELAWARE INVESTMENTS COLORADO INSURED
                                       MUNICIPAL FUND, INC.

                                       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


                                       41


Execution Version                                                 Delaware Funds

                                    EXHIBIT A
                     CUSTOMER IDENTIFICATION PROGRAM NOTICE


[GRAPHIC OMITTED]MELLON


- --------------------------------------------------------------------------------
                     CUSTOMER IDENTIFICATION PROGRAM NOTICE

        IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT


To help the  government  fight the  funding of  terrorism  and money  laundering
activities, all financial institutions are required by law to obtain, verify and
record  information  that  identifies  each  individual  or entity that opens an
account.

- --------------------------------------------------------------------------------

What this  means  for you:  When you open an  account,  we will ask you for your
name,  address,  taxpayer or other  government  identification  number and other
information,  such as date of  birth  for  individuals,  that  will  allow us to
identify you. We may also ask to see identification documents such as a driver's
license, passport or documents showing existence of the entity.

- --------------------------------------------------------------------------------




         Rev. 09/03


      42

EX-99.G 3 ex99g2.htm SECURITIES LENDING EX-99.g.2
                                                                       EX-99.g.2

Final Execution Version                                           Delaware Funds


                        SECURITIES LENDING AUTHORIZATION

     This Agreement (this "Agreement") made as of the 20th day of July, 2007, by
and  between  each  investment  company  listed on  Schedule 1  attached  hereto
(referred  to herein,  individually,  as a "Client"  and,  collectively,  as the
"Clients")  on behalf  of one or more of its  series  funds  listed  below  such
investment   company  on  Schedule  1  attached  hereto   (referred  to  herein,
individually,  as a "Fund" and, collectively,  as the "Funds"), and MELLON BANK,
N.A. (referred to herein as the "Lending Agent").  As a matter of administrative
convenience, this Agreement is entered into by and between the Lending Agent and
multiple Clients, each on behalf of their respective Funds.  Nevertheless,  this
Agreement  shall be construed to  constitute a separate  Agreement  between each
Client on behalf of its Funds and the Lending Agent.

                                   WITNESSETH:

     WHEREAS,  the Lending Agent holds  certain  securities on behalf of each of
the Funds of each Client as custodian; and

     WHEREAS,  each Client  desires to authorize the Lending Agent to establish,
manage and  administer  a  Securities  Lending  Program in  accordance  with the
provisions  hereof (the "Program") with respect to the lendable  securities held
by its Funds; and

     WHEREAS,  the Lending Agent is willing to lend securities from time to time
on behalf of the Funds; and

     WHEREAS, having determined that such loan transactions are suitable for its
Funds and that its Funds have the  financial  resources  for such  transactions,
each  Client  has  authorized  the  Lending  Agent to  engage  in  lending  such
securities, subject to the terms and conditions hereinafter set forth;

     NOW,  THEREFORE,  in  consideration  of the mutual  promises and  covenants
herein contained,  and intending to be legally bound hereby,  the parties hereto
agree as follows:

     1. Appointment of Lending Agent.  Each Client hereby authorizes the Lending
Agent, as agent for its Funds, to lend US Securities and Foreign Securities,  if
any, (as  hereinafter  defined)  held by the Lending  Agent as custodian for its
Funds to such  borrowers as may be selected by the Lending Agent for the Program
(each a "Borrower") on a fully disclosed basis. Each Client hereby  acknowledges
that it is independent of the Lending Agent and that it has authority to execute
this  Agreement  with the Lending Agent on behalf of its Funds.  Each Client and
the Lending  Agent may mutually  agree to add or delete one or more series funds
covered by this  Agreement  by  amending  Schedule 1 attached  hereto in writing
signed by such Client and the Lending Agent.

     The Lending  Agent shall from time to time  provide each Client with a list
of the Borrowers in the Program but in no event less than ten (10) days prior to
making  any  loan  of its  Funds'  securities  to any  Borrower  not  previously
disclosed.  Each Client may, with written notice to the Lending Agent,  restrict
one or more  Borrowers  from  borrowing  securities  from its  Funds.  Exhibit A
attached  hereto lists the  Borrowers in the Program as of the date hereof.





For purposes  hereof and unless  otherwise  specified by the Lending Agent,  (i)
"U.S Securities" shall mean securities which are cleared and principally settled
in the United States; and (ii) "Foreign  Securities" shall mean securities which
are cleared and principally settled outside of the United States.

     2. Requirements of Client. If required to prevent self-dealing or any other
transaction  prohibited  by law,  rule or  regulation,  each  Client  agrees  to
identify for the Lending Agent those persons who exercise investment  discretion
or render  investment  advice  with  respect to assets held in its Funds who (or
whose  affiliates) are Borrowers  under the Program.  Each Client also agrees to
notify the  Lending  Agent  promptly in writing of all future  appointments  and
terminations regarding such persons.

     3.  Conduct of Program.  The Lending  Agent shall have  responsibility  for
negotiating the terms of each loan and, for collecting all required  collateral,
whether in the form of U.S. Dollar cash,  securities issued or guaranteed by the
United States  Government or its agencies or  instrumentalities,  or other forms
approved by each Client for use as collateral  (the  "Collateral")  on behalf of
its Funds. Subject to the provisions of this Agreement,  the Lending Agent shall
have  authority to do or cause to be done all acts by and on behalf of each Fund
as it shall in good faith determine to be desirable, necessary or appropriate to
implement and  administer  the Program  contemplated  hereby.  The Lending Agent
covenants  and  agrees  that it  shall  undertake  periodic  credit  reviews  of
borrowers and establish credit limits applicable  thereto in accordance with its
established  credit  policies and procedures and otherwise  consistent with safe
and sound banking practices.

     Without  limiting  the  generality  of  any  other  provision   hereof,  in
connection with the administration of the Program and in order to facilitate the
approval of loan  transactions  by and on behalf of each  Borrower,  the Lending
Agent is specifically  authorized to disclose to each Borrower,  the identity of
each Client and its Funds as well as certain other  information  specific to its
Funds including,  without limitation,  business address, U.S. Tax Identification
Number,  aggregate  lendable assets,  capitalization,  total assets of its Funds
held with the  Lending  Agent  and/or net asset  value.  Any  disclosure  by the
Lending  Agent  of a  Client-  or its  Funds-specific  information  of the  type
specified  in the  preceding  sentence  other than the  identity  of such Client
and/or such Funds and  information  relating to a specific loan  transaction  or
series  of  transactions  shall  be made by the  Lending  Agent  subject  to the
confidentiality  agreement of the Borrower  receiving  such  information in such
form and substance as the Lending Agent shall determine to be appropriate and as
otherwise consistent with industry practice and applicable law.

     Each  loan of a Fund's  securities  shall  be made  pursuant  to a  written
agreement between the Lending Agent (or an affiliate),  as agent for each Client
and its Funds,  and the Borrower (each a "Borrower  Agreement" and  collectively
the "Borrower Agreements").  Attached hereto as Attachment 1 is a current master
form of  Borrower  Agreement  used by the  Lending  Agent  (and its  affiliates)
primarily in connection with loans of U.S.  Securities to Borrowers  resident in
the United States (the "Domestic Securities Loan Agreement").  In addition, each
loan of Foreign  Securities,  if any, to  Borrowers  resident  within the United
States shall be made pursuant to a Borrower  Agreement which is substantially in
the form of the standard ISLA Overseas  Securities  Lender's (Agency)  Agreement
(the "OSLA  Agreement"),  as amended from time to time,  the current  version of
which is attached


                                       3


hereto  as  Attachment  2, and each  loan of  Foreign  Securities  to  Borrowers
resident  outside  of the United  States  shall be made  pursuant  to a Borrower
Agreement  which is  substantially  in the form of the  standard  Global  Master
Securities  Lending  Agreement (the "GMSLA"),  as amended from time to time, the
current  version of which is attached  hereto as Attachment 3. The Lending Agent
shall not amend or modify its current master form of any Borrower  Agreement (as
attached hereto) in any manner which is inconsistent with the provisions of this
Agreement   without  the  prior   written   consent  of  the  affected   Client.
Notwithstanding  the  foregoing,  each Client  acknowledges  and agrees that the
non-material  provisions of the Lending Agent's  agreement with any Borrower may
differ from the Lending  Agent's then current master form of Borrower  Agreement
(as attached  hereto) as a result of the customary  negotiation  process between
the Lending Agent and the Borrowers.

This  Agreement  shall be deemed to create a  separate  agreement  for each Fund
comprising  a series of a  multi-series  investment  company as though each such
Fund had separately executed an identical agreement.  Any reference to a Fund in
this Agreement  shall be deemed to refer solely and  exclusively to a particular
Fund to which a given lending  transaction  under this  Agreement  relates.  The
rights and  obligations of each Fund pursuant  hereto or in connection  with any
transaction  hereunder,  are independent of, and separate and distinct from, the
rights  and  obligations  of each and every  other  Fund  pursuant  hereto or in
connection  with any transaction  hereunder.  Under no  circumstances  shall the
rights,  obligations or remedies with respect to a particular  Fund constitute a
right,  obligation or remedy  applicable to any other Fund. In  particular,  and
without limiting the generality of the foregoing, the parties hereto agree that:
(a) any event of  default  regarding  any  particular  Fund shall not create any
right or  obligation  with  respect to any other  Fund;  (b) neither the Lending
Agent nor any Borrower  shall have any right to set off any claims of or against
a particular  Fund by applying  property or rights of any other Fund; and (c) no
Fund shall have claims to, or the right to set off  against,  assets or property
held by a Borrower on account of any other Fund.

     4. Collateral.  Concurrently  with the delivery of a Fund's securities to a
Borrower,  the Lending  Agent shall obtain from such  Borrower  Collateral in an
amount equal, as of such date, to the Required Percentage of the market value of
such Fund's securities loaned to such Borrower,  including any accrued interest.
For purposes hereof,  "Required  Percentage" shall mean (i) 102% with respect to
U.S.  Securities;  (ii) 105% with respect to Foreign  Securities;  except in the
case of loans of Foreign  Securities  which are  denominated  and  payable in US
Dollars,  in which event the "Required  Percentage" shall be 102% and (iii) such
other  percentage(s)  as may be otherwise  mutually  agreed from time to time by
Addendum to this Agreement.

     5.  Marking  to  Market.  The  Collateral  shall be marked  to market  each
Business  Day. If, at the close of trading on any Business Day, the Market Value
of the  Collateral  previously  delivered by the Borrower and held in connection
with loans of a Fund's  securities  is less than the Minimum  Percentage  of the
market  value of such loaned  securities  as of such  Business  Day, the Lending
Agent shall demand that the Borrower deliver an amount of additional  Collateral
by the close of the next  Business Day  sufficient  to cause the Market Value of
all Collateral delivered in connection with such loan to equal not less than the
Required  Percentage  of the Market Value of such loaned  securities,  including
accrued


                                       4


interest.  For purposes of this  Agreement,  (i) the term "Market Value" of cash
Collateral  means the value of any cash Collateral or additional cash Collateral
as of the time of  receipt  thereof  by the  Lending  Agent  from the  Borrower,
unadjusted for any subsequent increases or decreases in value as a result of any
investment  thereof by the Lending Agent  pursuant to Section 6 below;  (ii) the
term "Minimum  Percentage" shall mean 100% or such other percentage(s) as may be
otherwise  mutually agreed from time to time by Addendum to this Agreement;  and
(iii) the term "Business Day" shall mean any day other than a Saturday,  Sunday,
public holiday under the laws of the Lending Agent's principal place of business
or other day on which  Lending Agent is authorized or obligated to close in such
place and shall mean,  with  reference  to any  security (or the transfer of any
security or collateral in respect  thereof ) hereunder,  a Business Day on which
regular settlement occurs in the principal market for such security.

     6.  Collateral  Investment.  (a) The Lending Agent is hereby  authorized to
invest and  reinvest,  on behalf of each Fund,  any and all cash  Collateral  in
accordance with the provisions hereof.  Cash Collateral  received by the Lending
Agent on behalf of a Fund shall be invested by the Lending  Agent in one or more
collective investment vehicles created and maintained by the Lending Agent or an
affiliate  (each  a  "Collective  Investment  Vehicle").   The  assets  of  such
Collective  Investment  Vehicle  shall be invested and  reinvested in accordance
with  the  investment  guidelines  established  for such  collective  investment
vehicle  a copy of which  guidelines  are  attached  hereto  as  Exhibit  B (the
"Investment  Guidelines") and which may be revised or substituted by the Lending
Agent from time to time upon not less than thirty (30) days prior  notice to the
affected  Client of any such  revision  or  substitution.  In the event that the
amount of earnings on invested cash Collateral is insufficient to pay the entire
rebate or other amount payable to a Borrower  under any loan of securities  and,
therefore,  results in negative  earnings,  the amount of such negative earnings
shall  be paid by the  Fund for  whose  account  such  Collateral  is held  (the
"Affected  Fund") and the Lending Agent,  on a monthly basis, in accordance with
and in the  same  proportion  as their  respective  percentage  entitlements  to
earnings as set forth in Exhibit C hereto.  In  addition,  in the event that the
amount of earnings on invested cash Collateral is insufficient to pay the entire
rebate  or  other  amount  payable  to a  Borrower  in  respect  of any  loan of
securities and, therefore,  results in negative earnings, unless remedied by the
Lending Agent as soon as practicable under the circumstances,  the Lending Agent
shall notify the affected  Client of the  continuance of such occurrence as soon
as reasonably  practicable under the prevailing  circumstances.  Notwithstanding
any other provision hereof,  each Client acknowledges and agrees that any losses
of principal from investing and  reinvesting  cash Collateral in accordance with
the  provisions  hereof  (collectively,  "Principal  Losses")  shall  be at  the
Affected  Fund's risk and for the Affected  Fund's  account.  If at any time the
Collateral is  insufficient  to satisfy the obligation to return the full amount
owed to the  Borrower,  the Affected Fund shall be solely  responsible  for such
shortfall  except  to the  extent  that  any  such  shortfall  results  from the
negligence or bad faith of the Lending Agent.  In the event the Lending Agent is
unable to obtain such Affected  Fund's share of negative  earnings or shortfalls
from  losses  of  principal  from  revenues  derived  from  securities   lending
activities,  each  Client  hereby  agrees  to  cause  such  amounts  to be  paid
immediately upon receipt of the Lending Agent's  statement;  provided,  however,
that if such amounts are not paid by the affected Client or otherwise  contested
by the affected  Client in good faith by written  notice  thereof to the Lending
Agent,  the Lending Agent is hereby  authorized to obtain such amounts  directly
from the account of the Affected Fund, to the extent not


                                       5


otherwise prohibited by applicable law. In order to facilitate the investment of
cash Collateral on behalf of its Funds, each Client shall, at the request of the
Lending Agent, execute on behalf of each of its Funds and deliver to the Lending
Agent, a Subscription Agreement in the form attached hereto as Exhibit D or such
other form as may be prescribed by the applicable  investment  fund from time to
time.

          (b) All Collateral, investments thereof, and proceeds received or held
by the  Lending  Agent on behalf of a Fund  shall be held in an  account of such
Fund and shall be  segregated on the books and records of the Lending Agent from
all similar property of the Lending Agent or held by the Lending Agent for other
clients,  funds or third parties. The Lending Agent shall obtain and maintain at
all times a first-priority  perfected security interest in and to all Collateral
received and held for the account of any Fund and all such  Collateral  shall be
held by the Lending Agent for the benefit of each Fund in the United States. The
Lending Agent shall not re-lend,  hypothecate,  or otherwise  grant to any third
party a security  interest in any  Collateral  held by the Lending Agent for the
account of any Fund.

          (c) In the event  that the  expenses  incurred  and paid by and from a
Collective  Investment  Vehicle  shall at any time exceed an  annualized  amount
equal to .05% of the total assets of such Collective  Investment Vehicle at such
time, the Lending Agent and each Client,  on behalf of each of its Funds,  shall
adjust the  allocation of Net Securities  Lending  Revenues to which each of its
Funds is entitled  pursuant to Section 12 to such extent as may be  necessary to
cause each of its Funds to receive such amount as it would have received had the
expenses  incurred and paid by and from such  Collective  Investment  Vehicle at
such time been in an annualized amount equal to .05% of the total assets of such
Collective Investment Vehicle at such time.

     7. Allocation of Lending  Opportunities.  Each Client acknowledges that the
Lending  Agent has been  appointed  Lending  Agent by other clients on behalf of
other  funds  and  that  the  Lending  Agent  will  allocate   securities   loan
opportunities  among its  securities  lending  clients,  including such Client's
Funds,  by such  reasonable  and  equitable  methods as the Lending  Agent deems
appropriate.  While the Lending Agent will make  reasonable  efforts to lend the
Funds' securities,  nothing in this Agreement shall be deemed to impose upon the
Lending Agent any obligation, in the event it makes a loan of another securities
lending client's securities, to make a loan of any Fund's securities, whether or
not such loan  could  have  been made in  accordance  with this  Agreement,  and
whether  or not the  Lending  Agent has made  fewer or more  loans for any other
securities  lending  client  than  for any  Fund.  The  Lending  Agent  does not
represent or warrant that any amount or percentage of any Fund's securities will
in fact be loaned to a Borrower.

     8. Rights of Borrower in Respect of the Securities.  (a) Until such time as
a loan of  securities  is  terminated  and such  securities  are returned to the
Lending  Agent,  a  Borrower  shall  have  all  incidents  of  ownership  of the
securities  loaned,  including,  but not limited  to, the right to transfer  the
securities to others; provided,  however, that Borrower will be obligated to the
Lending Agent with respect to amounts equivalent to all dividends,  interest and
distributions pertaining to the securities.  Each Client hereby waives the right
to vote any  voting  securities  loaned  to a  Borrower  or  participate  in any
dividend reinvestment program during the term of any such loan.


                                       6


          (b) The Lending Agent shall collect for, and credit to, the account of
a Fund from which any loan of  securities  is made,  amounts  equivalent  to all
interest, dividends or other cash distributions paid with respect to such loaned
securities ("In Lieu of Distributions"),  subject to any applicable  withholding
taxes,  transfer taxes and other  necessary  costs. In the event that a Borrower
fails to deliver  any In Lieu of  Distributions  in  respect  to any  securities
loaned  or  fails  to  deliver  any  non-cash  distribution  in  respect  to any
securities loaned then:

               (i) the Lending  Agent shall credit to the account of a Fund from
which any loan of  securities  is made,  on payable  date,  even if not actually
collected  by the  Lending  Agent,  amounts  equivalent  to all  such In Lieu of
Distributions  that such Fund would have received had the securities not been on
loan over the record date,  subject to any  applicable  withholding  taxes,  and
other necessary costs;

               (ii) unless  otherwise  requested by the applicable  Client,  the
Lending Agent shall add any non-cash distribution in the nature of a stock split
or  a  stock  dividend  to  the  existing  securities  on  loan  to  which  such
distribution relates as of the payable date;

               (iii) the Lending Agent shall record any non-cash distribution in
the  nature of a warrant  or right to  purchase  shares  made  with  respect  to
securities  on loan as a new loan made on behalf of the  applicable  Fund to the
Borrower  as  of  the  date  of  receipt  by  the  Borrower  of  such   non-cash
distribution,  provided,  however,  that the  applicable  Client  may direct the
Lending Agent to cause the Borrower to deliver such non-cash distribution to the
Lending Agent for the applicable Fund's account, in which case the Lending Agent
shall  credit such  non-cash  distribution  to such  Fund's  account as and when
received; and

               (iv) each Client,  on behalf of its Funds,  acknowledges that the
tax treatment of In-Lieu-of  Distributions  may differ from the tax treatment of
the interest or dividend to which such payment relates and that such Client,  on
behalf of its Funds,  has made its own  determination as to the tax treatment of
any securities loan transaction undertaken pursuant to this Agreement and of any
dividends, distributions, remuneration or other funds received hereunder.

     9.  Remedies for Failure to Deliver  Securities.  (a) In the event that any
loan made pursuant to this Agreement is terminated and the loaned securities, or
any portion  thereof,  shall not have been  returned to the  affected  Fund from
which  such  loan of  securities  is made  for any  reason  (including,  without
limitation,  the  insolvency  or  bankruptcy  of the  Borrower)  within the time
specified by the applicable securities loan agreement, the Lending Agent, at its
expense  and  subject  to (b)  below  shall  (i)  promptly  replace  the  loaned
securities, or any portion thereof, not so returned with other securities of the
same issuer, class, and denomination and with the same dividend rights and other
economic  benefits as such securities  possessed at the close of business on the
date as of which the loaned securities should have been returned,  or (ii) if it
is unable to purchase such  securities  on the open market,  credit the Affected
Fund with the market value of such  unreturned  loaned  securities,  such market
value to be determined as of the date on which the loaned securities should have
been  returned.  Until such time as the actions in clauses (i) or (ii) have been
consummated,  any  dividends  or  interest  which  have  accrued  on the  loaned
securities,


                                       7


whether or not  received  from the  Borrower,  shall be  credited by the Lending
Agent to the Affected Fund in accordance with Section 8 hereof.

          (b) Each Client and its Funds shall have, as to their Collateral,  all
of the rights and remedies of a secured party under applicable law. In the event
that the Lending  Agent should be required to make any payment or incur any loss
or expense in connection with any securities  loaned pursuant to (a) above or in
respect of the payment of any buy-in  costs  pursuant  to Section 11 below,  the
Lending Agent shall,  to the extent of any such payment  and/or loss or expense,
be subrogated  and succeed to all such rights and remedies of such Client and/or
its Funds against the Borrower  under the applicable  securities  loan agreement
and to the collateral  securing the Borrower's  obligations to the Lending Agent
under such securities loan agreement. If for any reason the Lending Agent cannot
assert any such rights and remedies  against the Borrower  and/or its successors
and assigns in its own right, such Client and/or its Funds shall, at the expense
of the Lending Agent,  file and prosecute such  complaints and lawsuits and take
such action as the Lending Agent may reasonably  request in connection  with the
recovery of any such deficiency and shall  otherwise  cooperate with the Lending
Agent in any such litigation.

          (c) In the event of a failure  of a pending  sale of  securities  by a
Fund to a third-party  buyer  resulting from failure or refusal of a Borrower to
return loaned securities,  or any portion thereof,  to such Fund from which such
loan of securities  is made for any reason as and when required  pursuant to the
applicable  Borrower  Agreement,  the  Lending  Agent shall be  responsible  for
collecting  from such  non-performing  Borrower any direct costs incurred by the
affected  Client  or such  Fund to its  buyer  as a  result  of such  settlement
failure,  including without limitation,  all buy-in costs for which the affected
Client or such Fund might otherwise be responsible,  but not including indirect,
special,  punitive or consequential damages. For purposes hereof, "buy-in costs"
shall mean the cost of the  security  purchased  in the market by the buyer as a
result of the affected  Client's failure to deliver such security  together with
all commissions incurred in connection with such buy-in.

     10.  Lending  Limitations.  Notwithstanding  any  other  provision  of this
Agreement, each Client and the Lending Agent agree as follows:

          (a)  The  aggregate  market  value  of  a  Fund's  loaned   securities
outstanding  at any one time  shall not  exceed an amount  equal to twenty  five
(25%)  percent  (or such other  percentage  as such  Client  may  specify to the
Lending Agent in writing from time to time) of such Fund's total assets.

          (b) The market  value of a Fund's  securities  which are loaned to any
one  Borrower  shall not at any time exceed an amount equal to five (5%) percent
(or such other  percentage  as such Client may  specify to the Lending  Agent in
writing from time to time) of such Fund's total assets.

          (c) Each Client shall  advise the Lending  Agent,  in writing,  and at
such  intervals as such Client shall deem  appropriate,  of the dollar amount of
each Fund's total assets and the dollar  amounts  which can be lent on behalf of
such Fund  pursuant to Sections  10(a) and 10(b) during the period to which such
notice pertains (the "Lending  Limitations").  Subject to receipt by the Lending
Agent of the Lending  Limitations to be provided by such


                                       8


Client  pursuant to the  preceding  sentence,  the Lending  Agent shall have the
responsibility to ensure the Program's compliance with Sections 10(a) and 10(b),
except  to the  extent  that any  non-compliance  results  from a change  in the
applicable Lending Limitations,  provided,  however,  that in the event that the
Lending  Limitations  as of any date (or other period  specified by such Client)
are less than the Lending Limitations in effect during the immediately preceding
period,  the Lending Agent shall promptly take such actions as may reasonably be
necessary  or  appropriate  to cause the  Program  to comply  with such  revised
Lending Limitations.

     11. Standard of Care; Indemnification.  The Lending Agent shall perform its
obligations under this Agreement with the care, skill,  prudence,  and diligence
which,  under the  circumstances  then prevailing,  a prudent person acting in a
like  capacity  and familiar  with such  matters  would use in the conduct of an
enterprise of a like character and with like aim.

Except as  specifically  provided in Section 9, the  Lending  Agent shall not be
liable with respect to any losses  incurred by any Fund in  connection  with the
Program,  except to the extent that such losses result from the Lending  Agent's
negligence,  bad  faith  or  willful  misconduct  in its  administration  of the
Program.  Notwithstanding  any  other  provision  of this  Agreement,  under  no
circumstances shall the Lending Agent be liable for any indirect, consequential,
or special damages with respect to its role as Lending Agent.

The Lending  Agent hereby  indemnifies  and agrees to defend,  and hold and save
harmless  each Client and its Funds from and  against  (i) any and all,  claims,
actions, demands, lawsuits, losses and damages of any kind whatsoever arising or
resulting from the  negligence,  bad faith or willful  misconduct of the Lending
Agent in its  administration  of the Program or the failure of the Lending Agent
to comply  with the  provisions  of this  Agreement  including,  the  Investment
Guidelines; and (ii) all buy-in costs, as defined in Section 9(c), to the extent
not recovered by the Lending Agent from the applicable  Borrower for the account
of the Affected Fund.

Each  Client on behalf of each of its Funds  hereby  indemnifies  and  agrees to
defend,  hold and save  harmless  the  Lending  Agent  from any and all  claims,
actions,  demands or lawsuits of any kind  whatsoever  arising in any way out of
the performance of the Lending  Agent's duties under this  Agreement,  except to
the extent  caused by the  negligence,  bad faith or willful  misconduct  of the
Lending Agent in its administration of the Program.

     12.  Compensation to the Lending Agent. In consideration for the securities
lending  services to be provided by the  Lending  Agent  hereunder,  the Lending
Agent  shall be  entitled  to  compensation  as set forth in  Exhibit C attached
hereto, as amended from time to time upon agreement of the parties.  The Lending
Agent is hereby  authorized  to charge such fees  against and collect  such fees
from the revenues derived from the securities lending activities.  The fees paid
to the Lending Agent hereunder are solely in consideration of securities lending
services  rendered by the Lending Agent and are in addition to any other fees or
compensation  to which the Lending  Agent may be entitled for services  rendered
for a Client or any of its Funds under other agreements.


                                       9


     13.  Assignability.  The  parties  hereto  will not assign  this  Agreement
without first  obtaining the written  consent of the other party or parties,  as
the case may be, provided,  however,  that 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 the Lending Agent's consent;
provided further, however, the Lending Agent may assign all or a portion of this
Agreement to any entity which  directly or indirectly  is  controlled  by, or is
under common control with, the Lending Agent. Any entity, which shall by merger,
consolidation,  purchase  or  otherwise  succeed  to  substantially  all  of the
securities  lending business of the Lending Agent,  shall,  upon such succession
and  without  any  appointment  or other  action by the  Clients,  be and become
successor  Lending  Agent  hereunder  upon  notification  to the  Clients.  This
Agreement  will be binding  upon,  and inure to the benefit  of, the  respective
successors  or  permitted   assigns  of  the  Lending  Agent  and  the  Clients.
Notwithstanding  the foregoing,  it is hereby  acknowledged  and agreed that the
Lending  Agent may utilize the  services  of ABN AMRO Mellon  Global  Securities
Services B.V., or one or more of its affiliates  including,  without limitation,
Mellon Trust of New England, National Association,  as sub-agent, for the Funds,
to perform  all or any  portion of the  services  to be  provided by the Lending
Agent pursuant hereto;  provided,  however, that the use of such sub-agent shall
not  limit  the  liability  of the  Lending  Agent  for the  performance  of its
obligations  hereunder,  and the Lending Agent shall be responsible for the acts
and  omissions  of such  sub-agent  to the same  extent as  though  such acts or
omissions  were (and such acts or  omissions  shall be deemed to be) the acts or
omissions of the Lending Agent.

     14.  Amendment  and  Termination.  (a)  Each  Client  may,  in its sole and
absolute  discretion,  direct the Lending Agent in writing to terminate any loan
of any of its Funds'  securities at any time and for any reason,  in which event
the Lending  Agent  shall,  promptly  upon  receipt of notice  thereof from such
Client,  take all steps  necessary to cause the termination of such Loan and the
return of the loaned  securities  to the account of the affected Fund from which
such loan was made within the standard settlement period for such securities.

     (b) Following the first  anniversary of this Agreement,  this Agreement may
be  terminated  at any time at the  option of either  the  Lending  Agent or any
Client with  respect to its Funds upon sixty (60) days prior  written  notice to
the other party.  In the event that this  Agreement is  terminated,  the Lending
Agent shall not make any further  securities loans on behalf of any of the Funds
with  respect to which it has given or received,  as the case may be,  notice of
such termination and shall promptly take all reasonable actions to terminate all
securities  loans then outstanding for any of the Funds with respect to which it
has given or received, as the case may be.

In the  event of a dispute  following  the  expiration  or  termination  of this
Agreement,  all relevant  provisions shall be deemed to continue to apply to the
obligations and liabilities of the parties.

     (c) Each Client acknowledges that certain events, including but not limited
to  termination  of any  loan or  loans in  accordance  with  (a)  above or such
Client's  termination of  participation  in the Program,  certain changes to the
composition of a Fund's lendable


                                       10


securities, extraordinary changes in applicable interest rates or the bankruptcy
or insolvency of any issuer of a security may result in a loss to its Funds. The
obligations and the rights of each Client, its Funds and the Lending Agent under
this Agreement with respect to any outstanding  loans shall survive and continue
despite any termination of this Agreement until fully performed or satisfied.

     (d) This  Agreement  may not be  amended  or  modified  except  by  written
agreement duly executed by or on behalf of the parties hereto.

     15. Accounting for Cash Collateral Investment Vehicles.  While the vehicles
maintained  by the Lending  Agent or its  affiliate  for the  investment of cash
collateral  are  currently  accounted for based upon a $1.00 net asset value per
unit, there is no guarantee that such accounting  treatment shall continue since
the vehicles governing instruments permit a change to account for fund assets on
a marked to market  basis,  or that even if a $1.00 net asset value is utilized,
that  there  will not be  differences  from time to time  between  $1.00 and the
underlying fair market value of the net assets attributable to such unit.

     16.  Notices.  Any  notice,  request,  demand  or  other  communication  in
connection  with this Agreement  shall be deemed to have been given or made when
received  by  the  party  to  whom   directed.   All  such   notices  and  other
communications shall be in writing unless otherwise provided herein and shall be
directed, if to the Lending Agent to:

                  Mellon Bank, N.A.
                  Mellon Client Service Center
                  500 Ross Street, Suite 850
                  Pittsburgh Pennsylvania, 15262
                  Attention: Global Securities Lending Contract Administration Unit

and if to a Client to:

                  the address set forth on Schedule 1 for such Client.

         With a copy to:

                  Delaware Investments
                  2005 Market Street
                  Philadelphia, PA  19103
                  Attention:  General Counsel

or otherwise in accordance with the latest unrevoked  written direction from any
party to the other party hereto.

     17. Representations. Each Client and the Lending Agent hereby represent and
warrant to the other (i) that it has full authority to enter into this Agreement
upon the  terms  and  conditions  hereof;  (ii) all such  action  has been  duly
authorized  by all  necessary  proceedings  on its  part;  and  (iii)  that  the
individual executing this Agreement on its behalf has the requisite authority to
bind it to this Agreement. Each Client further represents and warrants that each
of its Funds may legally enter into the securities loans contemplated by


                                       11


this  Agreement,  that it will have the legal  right to  transfer  the  lendable
securities in connection with such loans, and that such loans will create legal,
valid  and  binding  obligations  enforceable  against  the  applicable  Fund in
accordance with their terms.

- --------------------------------------------------------------------------------
                     CUSTOMER IDENTIFICATION PROGRAM NOTICE

        IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT

To help the  government  fight the  funding of  terrorism  and money  laundering
activities, all financial institutions are required by law to obtain, verify and
record  information  that  identifies  each  individual  or entity that opens an
account.

What this  means  for you:  When you open an  account,  we will ask you for your
name,  address,  taxpayer or other  government  identification  number and other
information,  such as date of  birth  for  individuals,  that  will  allow us to
identify you. We may also ask to see identification documents such as a driver's
license, passport or documents showing existence of the entity.

- --------------------------------------------------------------------------------

     18.  Reporting.  On or before the last day of each month the Lending  Agent
shall provide each Client with a  comprehensive  report  concerning  each of its
Funds'  participation  in the Program during the  immediately  preceding  month,
which reports shall include, without limitation, holdings and performance of any
collective  investment  vehicle in which the Lending  Agent  invests such Fund's
cash  Collateral  pursuant to this Agreement and the Lending Agent shall provide
such other  information to each Client concerning the Program as such Client may
reasonably  request from time to time subject,  however,  to the Lending Agent's
duty of confidentiality to its other clients and policies regarding  proprietary
information.

     19.  Force  Majeure  Notwithstanding  anything  in  this  Agreement  to the
contrary,  the Lending Agent shall not be  responsible or liable for its failure
to perform under this  Agreement or for any losses to the Funds  resulting  from
any event  beyond the  reasonable  control of the Lending  Agent,  its agents or
subcustodians,   including   but  not  limited  to   nationalization,   strikes,
expropriation,  devaluation,  seizure,  or  similar  action by any  governmental
authority,  de facto or de  jure;  or  enactment,  promulgation,  imposition  or
enforcement  by  any  such  governmental  authority  of  currency  restrictions,
exchange  controls,  levies or other charges affecting the Funds' assets; or the
breakdown,  failure  or  malfunction  of  any  utilities  or  telecommunications
systems;  or any order or  regulation  of any  banking  or  securities  industry
including changes in market rules and market conditions  affecting the execution
or  settlement  of  transactions;  or acts of war,  terrorism,  insurrection  or
revolution;  or acts of God; or any other  similar  event.  This  Section  shall
survive the termination of this Agreement.

     20.  Governing Law. This Agreement  shall be construed in accordance  with,
and  the  rights  of  the  parties  are  to be  governed  by,  the  laws  of the
Commonwealth of


                                       12


Pennsylvania,  exclusive of its conflict of laws principles,  and except insofar
as the same are or may be preempted or superseded by applicable Federal law.

     21.  Miscellaneous.  This Agreement  supersedes any other agreement between
the parties  covering  loans of securities by the Lending Agent on behalf of any
of the Funds.  The provisions of this Agreement are severable and the invalidity
or unenforceability of any provision hereof shall not affect any other provision
of this  Agreement.  No single or partial  waiver of any right  hereunder  shall
preclude  any other or further  exercise  thereof,  or the exercise of any other
right hereunder.


                                       13




          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.

                                MELLON BANK, N.A.

                                By:      /s/ Kathy H. Rulong
                                Title:   Executive Vice President


                                DELAWARE GROUP ADVISER FUNDS,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP EQUITY FUND I,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP EQUITY FUNDS II,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP EQUITY FUNDS III,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP EQUITY FUNDS IV,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP EQUITY FUNDS V,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP INCOME FUNDS,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP TAX-FREE FUND,
                                 on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS,
                                on behalf of its Funds identified on Schedule 1


                                       14


                                DELAWARE GROUP GOVERNMENT FUND,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE POOLED TRUST, on behalf
                                of its Funds identified on Schedule 1

                                VOYAGEUR MUTUAL FUNDS III,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE VIP TRUST,
                                on behalf of its Funds identified on Schedule 1

                                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


                                       15


Final Execution Version                                           Delaware Funds

                                    EXHIBIT A

                            Global Securities Lending
                               Approved Borrowers

          The  following is the list of Borrowers in the Program  referred to in
     Section 1 (entitled Appointment of Lending Agent) of the Securities Lending
     Authorization  dated July 20, 2007,  by and between  MELLON BANK,  N.A., as
     Lending Agent, and the Clients on behalf of their respective Funds.


                  Domestic Broker/Dealers                           Other Domestic
1.  Abbey National Securities, Inc                 38. JP Morgan Chase Bank, N.A.
2.  ABN AMRO Incorporated                          39  State Street Bank and Trust Company
3.  Banc Of America Securities LLC *               40. State Street Corporation
4.  Banca IMI Securities Corp                      41. Wachovia Bank National Association
5.  Barclays Capital, Inc. *                                International Brokers & Banks
6.  Bear Stearns & Company, Inc. *1                42. ABN  AMRO Bank, NV (2)
7.  Bear Stearns Securities Corp. 1                43. ABN  AMRO, N.V., New York Branch  (2)
8   BNP Paribas Securities Corp*                   44. Barclays Bank, PLC
9.  CIBC World Markets Corporation *               45. Barclays Capital Securities Ltd.
10  Cantor Fitzgerald & Co.                        46. Bear Stearns International, Ltd
11. Citigroup Global Markets, Inc. *               47. BNP Paribas S.A.
12. Caylon Securities (USA) Inc.                   48. Cater Allen International Ltd.
13. Credit Suisse Securities (USA) LLC *           49. IXIS Corporate and Investment Bank
14. Deutsche Bank Securities, Inc.*                50. Citigroup Global Markets Ltd
15. Dresdner Kleinwort Securities LLC*             51. Commerzbank AG
16. First Clearing, LLC.                           52. Credit Suisse Securities (Europe), Ltd.
17. Fortis Securities LLC                          53. Deutsche Bank, AG
18. Goldman, Sachs & Company *                     54. Dresdner Bank, AG
19. BMO Capital Markets Corp                       55. Dresdner Kleinwort Securities Limited
20. HSBC Securities (USA) Inc. *                   56. Fortis Bank (Nederlands) N.V.
21. ING Financial Markets LLC.                     57. Goldman Sachs International
22. Jefferies and Co., Inc.                        58. J.P. Morgan Securities, Ltd.
23. J.P. Morgan Securities, Inc. *                 59. ING Bank, N.V.
24  Lehman Brothers, Inc. *                        60. Lehman Brothers International (Europe)
25  Merrill Lynch Government Securities, Inc. *    61. Macquarie Bank Limited
26  Merrill Lynch, Pierce, Fenner & Smith, Inc.    62. Merrill Lynch International
27. Morgan Stanley & Co., Inc. *                   63. Morgan Stanley Securities, Ltd
28. MS Securities Services, Inc.                   64. Morgan Stanley & Co. International, Ltd
29. Nomura Securities International, Inc. *        65. Nomura International PLC
30. Pershing LLC                                   66. The Royal Bank of Scotland PLC
31. RBC Capital Markets Corp.                      67. Royal Bank of Canada
32. Greenwich Capital Markets, Inc *               68. Skandinaviska Enskilda Banken AB
33. SG Americas Securities, LLC.                   69. Societe Generale*(3)
34. Swiss American Securities Inc                  70. Societe Generale, New York Branch(3)
35. TD Securities (USA) Inc.                       71. UBS Limited
36. UBS Securities LLC *
37. Wachovia Capital Markets, LLC.                 *  Denotes Primary US Government Securities Dealer
..                                                  (1) Treated as single entity for credit &
                                                   processing purposes.
                                                   (2) Treated as single entity for credit &
                                                   processing purposes.
                                                   (3) Treated as single entity for credit &
                                                   processing purposes.

                                                      11/7/06  (ALLEXA)


                                       16


                                Agreed to and Approved by Lending Agent

                                MELLON BANK, N.A.

                                By: /s/ Kathy H. Rulong
                                Title: Executive Vice President

                                Date: 7/20/07

                                Agreed to and Approved by the Clients:

                                DELAWARE GROUP ADVISER FUNDS,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP EQUITY FUND I,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP EQUITY FUNDS II,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP EQUITY FUNDS III,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP EQUITY FUNDS IV,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP EQUITY FUNDS V,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP INCOME FUNDS,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP TAX-FREE FUND,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS,
                                on behalf of its Funds identified
                                on Schedule 1


                                       17


                                DELAWARE GROUP GOVERNMENT FUND,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS,
                                on behalf of its Funds identified
                                on Schedule 1

                                DELAWARE POOLED TRUST,
                                on behalf of its Funds identified on Schedule 1

                                VOYAGEUR MUTUAL FUNDS III,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE VIP TRUST,
                                on behalf of its Funds identified on Schedule 1

                                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

                                Date:    7/20/07


                                       18


Final Execution Version                                           Delaware Funds




                                    EXHIBIT B

                               SECURITIES LENDING
           INVESTMENT POLICY AND GUIDELINES FOR COLLECTIVE INVESTMENT
                                    VEHICLES

                        MELLON GSL DBT II COLLATERAL FUND

     The  following  are the  Collateral  Investment  Guidelines  referred to in
Section  6  (entitled   Collateral   Investment)  of  the   Securities   Lending
Authorization  Agreement dated July 20, 2007, by and between MELLON BANK,  N.A.,
as Lending Agent, and the Clients on behalf of their respective Funds.

Portfolio Management:

Lending Agent will manage (or cause the  management  of) the  investment of cash
collateral  received by the Lending  Agent in respect of loans of  securities in
accordance with the following guidelines:

     1.   Objectives:

     The Fund shall be for the  investment  and  management  of cash  collateral
     supporting  securities loans the key objectives of which management of cash
     collateral are to:

     o    safeguard principal,
     o    assure that all cash collateral is invested in a timely manner,
     o    maintain a diversified portfolio of investments,
     o    maintain  adequate  liquidity to meet the anticipated needs of clients
          and/or their investment advisors, and
     o    consistent with these  objectives,  to optimize the spread between the
          collateral  earnings  and the  rebate  rate  paid to the  borrower  of
          securities.

     The following  standards  have been  designated to complement the preceding
     objectives:

     Amortized Cost

     Collateral   which  is  invested  in  the  Fund  is  assigned  a  value  of
     approximately  $1.00 per unit.  Because the Fund is currently operated on a
     cost,  rather than market value basis,  for purposes of  subscriptions  and
     redemptions,  if non-cash assets are to be sold prior to their maturity for
     purposes  of  effecting  a  participants  withdrawal  from the Fund,  it is
     possible  that a loss may be realized.  In addition,  there is no guarantee
     that the Fund will  continue  to be  maintained  on a cost,  rather  than a
     market value basis.  The  amortized or book value of the Fund's  assets and
     underlying  fair market value of its assets may differ to a certain degree,
     and  accordingly,  admissions or  withdrawals  from a fund  utilizing  such
     amortized  or book  value  may be made  when the fair  market  value of the
     underlying  assets of the Fund is less than, or exceeds,  such amortized or
     book value.

     2. Allowable Instruments and Credit Quality

     A.   Instruments issued or fully guaranteed by the U.S. Government, Federal
          agencies, or sponsored agencies or sponsored corporations.
     B.   Instruments issued by domestic corporations  including corporate notes
          and  floating  rate notes  rated A3 or better at time of  purchase  by
          Moody's Investor  Service or A- by Standard & Poors.  Commercial paper
          of  domestic  corporations  must  be  rated  A-1  and  P-1 at  time of
          purchase.  Floating rate notes must reprice daily, weekly,  monthly or
          quarterly  and  utilize  a  standard  repricing  index  such as LIBOR,
          Treasury  Bills,  commercial  paper or Federal funds.  Capped floating
          rate notes are  acceptable as long as the ceiling rate is five hundred
          basis points above the current repricing index at time of purchase.



                                       19


     C.   Obligations of approved  domestic and foreign banks including  bankers
          acceptances, certificates of deposit, domestic and off-shore bank time
          deposits,  bonds  (Euro),  floating  rate notes  (Euro) and other debt
          instruments.  The banks  must be rated at least A3 by Moody's or A- by
          Standard & Poor's at time of purchase.
     D.   U.S.  dollar-denominated  instruments issued by sovereigns,  sovereign
          supported credits,  and instruments of foreign banks and corporations.
          The  foreign  banks  or  corporations  must be  rated  at  least A- by
          Standard & Poor's or A3 by Moody's.  Commercial paper of foreign banks
          and corporations must be rated A-1 and P-1.
     E.   Yankee Securities subject to the quality  constraints  outlined in "D"
          above.
     F.   Repurchase  agreements subject to a minimum of 102%  collateralization
          with daily updated valuation.
     G.   Insurance company funding agreements,  guaranteed investment contracts
          (GICs) and bank  investment  contracts  (BICs) are  acceptable  if the
          issuer has a long term debt rating or claims paying  ability rating at
          least A1 at time of  purchase  by  Moody's  Investor  Service or A+ by
          Standard & Poor's.  In addition,  GIC/BIC  investments must contain an
          unconditional  put feature that can be exercised within 90 days at par
          value.
     H.   Asset-backed  securities  having  a  minimum  rating,  at the  time of
          purchase,  of AA- by  Standard  & Poor's  or AA3 by  Moody's  Investor
          Service.
     I.   Money market  mutual  funds  including  money market  mutual funds and
          other commingled funds of an affiliate of the Lending Agent.
     J.   All credit  ratings set forth  herein shall be  applicable  at time of
          purchase.  If  a  security  is  rated  by  more  than  one  nationally
          recognized statistical  organization,  the higher rating shall prevail
          for purposes of these guidelines.
     K.   All obligations  shall be payable as to principal and interest in U.S.
          currency.

     Note:

     The following securities are not acceptable investments for the Fund:

     o    Unsecured  obligations of  institutions  whose primary  business is to
          function as a broker/dealer.
     o    Interest only and principal only (IO, PO) stripped mortgages.
     o    Complex derivative structures  including,  but not limited to: inverse
          floating rate notes, defined range floating rate notes, trigger notes,
          and callable step-up notes.
     o    No individual  investment which can acquire a negative coupon or whose
          return of principal is linked to any set  methodology  may be made for
          any reason.  However, zero coupon securities such as commercial paper,
          short term discount  notes,  original issue discount (OID) notes,  and
          Treasury bills which are purchased at prevailing market yields will be
          deemed to be acceptable for purchase.
     o    The  Lending  Agent  may not be a direct  party in swap,  futures  and
          option transactions.

     3.   Maturity

     o    The dollar-weighted  maturity will be maintained with the objective of
          preserving  principal.  The maximum  weighted  average maturity of the
          Fund is 90 days.  Put features  and  floating  and variable  rate note
          reset dates will be used as the proxy for maturity date in calculating
          the weighted average maturity of the Fund.
     o    No instrument will have a maturity date or expected  weighted  average
          life in excess of thirteen months from time of purchase, except:

               o    floating  and  variable  rate  securities  which  may have a
                    three-year final maturity, and
               o    floating  rate  asset-backed  securities  which  may have an
                    expected  weighted average life no greater than three years.
                    Amortizing floating rate asset-backed securities may have an
                    expected  weighted  average life no greater than three years
                    and an expected  final payment date not exceeding five years
                    from date of purchase.

     o    All normal  settlement period practices are not considered in applying
          the maturity  constraints or calculating the weighted average maturity
          of the Fund.


                                       20


     4.   Diversification

     o    The Fund's minimum  overnight (next Business Day) liquidity level will
          be targeted at not less than 20%.
     o    At the time of purchase,  the combined holdings of securities from one
          issuer should not  constitute  more than five percent of the Fund with
          the   exception  of   repurchase   agreements,   money  market  funds,
          instruments issued or fully guaranteed by the U.S. government, federal
          agencies, or sponsored agencies or sponsored corporations.

                                Agreed to and Approved by Lending Agent

                                MELLON BANK, N.A.

                                By: /s/ Kathy H. Rulong
                                Title: Executive Vice President

                                Date: 7/20/07

                                Agreed to and Approved by the Clients:

                                DELAWARE GROUP ADVISER FUNDS,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP EQUITY FUND I,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP EQUITY FUNDS II,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP EQUITY FUNDS III,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP EQUITY FUNDS IV,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP EQUITY FUNDS V,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP INCOME FUNDS,
                                on behalf of its Funds identified on Schedule 1


                                       21


                                DELAWARE GROUP TAX-FREE FUND,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP GOVERNMENT FUND,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE POOLED TRUST,
                                on behalf of its Funds identified on Schedule 1

                                VOYAGEUR MUTUAL FUNDS III,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE VIP TRUST,
                                on behalf of its Funds identified on Schedule 1

                                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

                                Date:    7/20/07


                                       22


                                    EXHIBIT C

                          Securities Lending Fee Split

     The  following  is the  fee  split  referred  to in  Section  12  (entitled
Compensation to the Lending Agent) of the Securities Lending Authorization dated
July 20, 2007,  by and between  MELLON BANK,  N.A.,  as Lending  Agent,  and the
Clients on behalf of their respective  Funds. The Lending Agent shall retain 20%
of the net  securities  lending  revenues  generated  under  this  Agreement  as
compensation for its securities lending services and the Funds shall be entitled
to the remainder of such net securities  lending revenues.  For purposes hereof,
"net securities  lending  revenues" shall mean (i) all loan premium fees derived
from the Lending Agent's acceptance of non-cash Collateral;  plus (ii) all gains
and losses,  income and earnings from the  investment  and  reinvestment  of the
Funds cash Collateral minus rebate and similar fees paid by the Lending Agent to
the Borrower.

     Mellon Bank,  N.A., as the Lending Agent,  has agreed to be responsible for
the custody  transaction  fees related to the securities  lending activity under
this Agreement.  The Lending Agent will pay these fees out of its portion of the
fee split.  Except as provided  above,  the  Lending  Agent shall not charge any
administrative or other fees in connection with its administration of collateral
received  by the Lending  Agent in respect of the loan of the Funds  Securities.
Agreed to and Approved by Lending Agent

                                MELLON BANK, N.A.

                                By: /s/ Kathy H. Rulong
                                Title: Executive Vice President

                                Date: 7/20/07

                                Agreed to and Approved by the Clients:

                                DELAWARE GROUP ADVISER FUNDS,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP EQUITY FUND I,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP EQUITY FUNDS II,
                                on behalf of its Funds identified on Schedule 1


                                       23


                                DELAWARE GROUP EQUITY FUNDS III,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP EQUITY FUNDS IV,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP EQUITY FUNDS V,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP INCOME FUNDS,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP TAX-FREE FUND,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS,
                                on behalf of its Funds identified
                                on Schedule 1

                                DELAWARE GROUP GOVERNMENT FUND,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS,
                                on behalf of its Funds identified
                                on Schedule 1

                                DELAWARE POOLED TRUST,
                                on behalf of its Funds identified on Schedule 1

                                VOYAGEUR MUTUAL FUNDS III,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE VIP TRUST,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE INVESTMENTS DIVIDEND AND
                                INCOME FUND, INC.

                                DELAWARE INVESTMENTS GLOBAL DIVIDEND
                                AND INCOME FUND, INC.


                                       24


                                DELAWARE INVESTMENTS ENHANCED GLOBAL
                                DIVIDEND AND INCOME FUND, INC.

                                By:      /s/ Richard Salus
                                Title:   Chief Financial Officer

                                Date:   7/20/07


                                       25


                                    EXHIBIT D

        Collective Investment Vehicles For Investment of Cash Collateral
                          MELLON GSL REINVESTMENT TRUST
                        Mellon GSL DBT II Collateral Fund

     The following is additional  information  about the  collective  investment
vehicles for the investment of cash collateral referenced in Section 6 (entitled
Collateral  Investment) of the Securities Lending Authorization  Agreement dated
as of July 20, 2007 by and between MELLON BANK,  N.A., as Lending Agent, and the
Clients on behalf of their  respective  Funds.  Pursuant to the  Agreement,  the
Lending  Agent  is  authorized  to  invest  Cash  Collateral  of the  Fund  in a
collective investment vehicle that satisfies the requirements of such Section 6.
None of these  collective  investment  vehicles are guaranteed or insured by the
Lending Agent or its affiliates or by the Federal Deposit Insurance  Corporation
or any government agency.

     Set forth below is information  about the MELLON GSL DBT II COLLATERAL FUND
Series of the MELLON GSL REINVESTMENT TRUST, a collective  investment vehicle to
be utilized by the Lending Agent pursuant to the Agreement for the investment of
Cash Collateral.

     Delaware  Statutory Trust. A Delaware  statutory trust, known as the Mellon
GSL  Reinvestment  Trust (the "Trust"),  has been established for the purpose of
investment  and  reinvestment  of Cash  Collateral  on behalf of  clients in the
securities   lending   programs  of  the  Lending  Agent  and  its   affiliates,
particularly clients who are not eligible to participate in collective trusts or
common trust funds maintained by the Lending Agent or its affiliates. A complete
copy of the  Declaration  of Trust  establishing  the  Trust is  available  upon
request.

     Portfolios.  Under the Declaration of Trust,  the Trustee may establish one
or more portfolio series (each, a "Portfolio" or "Series") and has established a
Series  entitled  "Mellon GSL DBT II  Collateral  Fund".  Each  Portfolio  is an
identified pool of assets and corresponding liabilities. The debts, liabilities,
obligations  and expenses  incurred  with respect to a particular  Portfolio are
enforceable only against the assets of that Portfolio and not against the assets
of the Trust generally of the assets of any other Portfolio.

     Service  Providers.  The Lending Agent serves as custodian of the Trust and
as the  Investment  Manager  of each  Portfolio  of the Trust  (the  "Investment
Manager") and directs the investment and  reinvestment  of assets of each Series
of the Trust. Mellon Bank (DE) National Association, an affiliate of the Lending
Agent, serves as the trustee of the Trust (the "Trustee"). None of these parties
will receive any  additional  compensation  from the Trust for their services to
the Trust.

     Fees and Expenses. The Trust bears its own costs and expenses in connection
with its establishment  and operation,  the expenses incurred in connection with
its  investments  and certain other expenses as set forth in the  Declaration of
Trust, such as audit fees.

     Units.  When the Lending  Agent invests Cash  Collateral in the Trust,  the
Fund on whose  behalf the Client is acting  will  become a  beneficial  owner of
units of the Trust representing  interests in a particular  Portfolio ("Units").
Each Unit  represents  an  undivided  proportionate


                                       26


interest in all assets and liabilities of a Portfolio,  each without priority or
preference over the other. Initially, each Unit is valued at $1.00 and the Trust
will,  as a general rule,  use  amortized  cost methods of valuing the assets of
each Portfolio.  Each Portfolio is managed to maintain a constant value of $1.00
per Unit, although the Declaration of Trust provides that the Trustee may change
this constant valuation in certain unusual circumstances.  Each Business Day the
net  income  accrued by the Trust for a  Portfolio  will be  calculated  and the
accrued net income of the  Portfolio  will be  allocated  for the benefit of the
beneficial owners of Units of the Portfolio.

     Non-Transferability  of Units;  Redemption of Units. Units are transferable
only with consent of the Trustee;  however, the Trust is obligated to redeem all
or any part of each beneficial  owner's Units at a redemption price equal to the
net  asset  value  per  Unit,  as  determined  by the  Trustee.  Payment  of the
redemption  price  will  be made in  cash  on the  redemption  date in  ordinary
circumstances,  provided  redemption  has been  requested in a timely  manner as
determined by the Trustee.

     Tax Status.  Each  Portfolio  will be treated as a partnership  for federal
income tax  purposes.  Each  Portfolio  will also be exempt from taxation in the
State of Delaware.

     Client  Authorization.  By execution  of this  Exhibit D below,  the Client
hereby  represents to the Lending Agent and  authorizes  the Lending  Agent,  on
behalf of the Fund or Funds identified in the Agreement,  to execute and deliver
one or more documents  representing as follows: (i) the securities issued by any
collective  investment  vehicle for the  benefit of the Fund are being  acquired
only for investment and not with a view to distribution, (ii) the Fund qualifies
as an accredited  investor  within the meaning of Rule 501 of Regulation D under
the  Securities  Act of 1933,  as  amended,  and (iii) the Fund  qualifies  as a
qualified  purchaser  under the Investment  Company Act of 1940, as amended.  By
execution of this Exhibit D below,  the Client also agrees to notify the Lending
Agent promptly if at any time any of the representations set forth herein are no
longer true and correct.

     TAX  INFORMATION.  UNDER PENALTIES OF PERJURY,  THE FUND* (AS PAYEE) HEREBY
CERTIFIES TO THE TRUST (AS PAYER) THAT (1) THE NUMBER SHOWN BELOW IS ITS CORRECT
TAXPAYER  IDENTIFICATION  NUMBER  AND (2)** THE FUND* IS NOT  SUBJECT  TO BACKUP
WITHHOLDING  BECAUSE (A) IT IS EXEMPT FROM BACKUP  WITHHOLDING OR (B) IT HAS NOT
BEEN NOTIFIED BY THE IRS THAT IT IS SUBJECT TO BACKUP WITHHOLDING AS A RESULT OF
FAILURE TO REPORT ALL  INTEREST OR  DIVIDENDS,  OR (C) THE IRS HAS  NOTIFIED THE
FUND* THAT IT IS NO LONGER SUBJECT TO BACKUP WITHHOLDING.


* Please note this information relates to the Fund the assets of which are being
invested,  not to the Client signing this document.

**  PLEASE  CROSS  OUT ITEM (2)  ABOVE IN ITS  ENTIRETY  IF THE  FUND*  HAS BEEN
NOTIFIED  BY THE IRS THAT THE FUND IS SUBJECT TO BACKUP  WITHHOLDING  BECAUSE OF
UNDERREPORTING INTEREST OR DIVIDENDS.


                                       27


     ACCOUNTS  THAT HAVE MISSING OR INCORRECT  TAXPAYER  IDENTIFICATION  NUMBERS
WILL BE  SUBJECT TO BACKUP  WITHHOLDING  AT A 31% RATE,  OR THE THEN  APPLICABLE
RATE,  ON  DISTRIBUTIONS  AND  OTHER  PAYMENTS,  BACKUP  WITHHOLDING  IS  NOT AN
ADDITIONAL TAX: THE TAX LIABILITY OF PERSONS SUBJECT TO BACKUP  WITHHOLDING WILL
BE REDUCED BY THE AMOUNT OF TAX WITHHELD.

The Internal  Revenue  Service does not require your consent to any provision of
this  document   other  than  the   certifications   required  to  avoid  backup
withholding.

                                Agreed to and Approved by Lending Agent

                                MELLON BANK, N.A.

                                By:   /s/ Kathy H. Rulong
                                Title: Executive Vice President

                                Date: 7/20/07

                                Agreed to and Approved by the Clients:

                                DELAWARE GROUP ADVISER FUNDS,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP EQUITY FUND I,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP EQUITY FUNDS II,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP EQUITY FUNDS III,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP EQUITY FUNDS IV,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP EQUITY FUNDS V,
                                 on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP INCOME FUNDS,
                                 on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP TAX-FREE FUND,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS,
                                on behalf of its Funds identified on Schedule 1


                                       28


                                DELAWARE GROUP GOVERNMENT FUND,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE POOLED TRUST,
                                on behalf of its Funds identified on Schedule 1

                                VOYAGEUR MUTUAL FUNDS III,
                                on behalf of its Funds identified on Schedule 1

                                DELAWARE VIP TRUST,
                                on behalf of its Funds identified on Schedule 1

                                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

                                Date:    7/20/07


                                       29






EX-99.H 4 ex99h2.htm ACCOUNTING EX-99.h.2

                                                                       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

EX-99.H 5 ex99h3.htm OVERVIEW EX-99.h.3
                                                                       EX-99.h.3

             FUND ACCOUNTING AND FINANCIAL ADMINISTRATION OVERSIGHT
                                   AGREEMENT

     THIS AGREEMENT is made as of the 1st day of October,  2007, (the "Effective
Date") by and  between  each fund in the  Delaware  Investments  Family of Funds
listed on Schedule A (each,  a "Fund" and  collectively,  the  "Funds"),  having
their principal place of business at 2005 Market Street, Philadelphia, PA 19103,
and Delaware Service Company,  Inc. ("DSC"),  a Delaware  corporation 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");

     WHEREAS,  the Funds have engaged  Mellon Bank,  N.A.  ("Mellon") to provide
fund  accounting,  financial  administration  and related services for the Funds
pursuant to the Fund Accounting and Financial Administration Services Agreement,
dated as of October 1, 2007 (the "Mellon Fund Accounting Agreement");

     WHEREAS,  the Funds desire that DSC perform the fund accounting,  financial
administration and related services described in this Agreement for the Funds to
supplement  the  services  provided  by  Mellon  pursuant  to  the  Mellon  Fund
Accounting Agreement;

     WHEREAS,  the Funds also desire  that DSC  establish  and  monitor  certain
service level  requirements  with respect to Mellon's  performance of its duties
pursuant to the Mellon Fund Accounting Agreement; and

     WHEREAS, DSC is willing to perform the aforementioned 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, the Funds and DSC agree as follows:

     1. Services

     DSC  shall  perform  for each  Fund and its  series  (including  all  share
classes) listed in Schedule A, the fund accounting, financial administration and
related services set forth in Schedule B to this Agreement ("Services").  A Fund
may add to, or delete from,  this  Agreement a Fund series  and/or class if such
Fund  series  and/or  class is added  to,  or  deleted  from,  the  Mellon  Fund
Accounting  Agreement.  Such  addition or deletion 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."  DSC may perform other services for each Fund only upon terms,
conditions  and  compensation  that  DSC and the  Fund  mutually  agree  to,  as
evidenced by an  amendment  to this  Agreement or Schedule B. To the extent that
Mellon does not consent to the addition of a new Portfolio or share class to the





Mellon Fund Accounting  Agreement and a different service provider is engaged to
provide the fund  accounting  and  financial  administration  services  for such
Portfolio  or share  class,  DSC  agrees to  negotiate  in good  faith  with the
applicable  Fund  concerning the provision of the fund  accounting and financial
administration  oversight  services for such  Portfolio or share class given the
scope of  services  to be  provided  by the new fund  accounting  and  financial
administration service provider.

     2. Compensation and Expenses

     A. In return for performing the Services, the Funds shall compensate DSC as
set forth in this Section and in Schedule C to this Agreement. Fees due shall 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. The Funds will pay all of their own  expenses  that are  incurred in the
Funds'  operation and not specifically  assumed by DSC.  Expenses to be borne by
the Funds include,  but are not limited to: pricing,  security and other similar
data information vendor services;  organizational expenses; costs of services of
the  Funds'   independent   registered  public  accounting  firm   ("independent
accountant")  and the  Funds'  outside  legal and tax  counsel  (including  such
counsel's review of the Funds' registration statements, proxy materials, federal
and state tax qualification as regulated  investment companies and any review of
reports  and  materials  prepared  by DSC under  this  Agreement);  costs of any
services contracted for by the Funds directly from parties other than DSC; 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 Funds;  investment  advisory fees; taxes; Fund insurance  premiums and other
Fund insurance-related  fees and expenses applicable to their operations;  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 DSC;
the salary and  expenses  of any  officer,  director/trustee  or employee of the
Funds who is not also a DSC employee;  registration fees, filing fees, and costs
incidental to the preparation,  typesetting,  printing and/or  distribution,  as
applicable,  of the Funds' registration statements on Forms N-1A, N-2, N-3, N-4,
N-6, and N-14, as applicable, and any amendments thereto, shareholder reports on
Form N-CSR,  Form N-SAR,  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 Funds.

     C. The Funds agree to reimburse DSC for its actual  out-of-pocket  expenses
in providing the Services, including without limitation, the following:

          (i)  Electronic transmission expenses incurred by DSC in communicating
               with each Fund, the Fund's  investment  advisers (which term, for
               purposes of this  Agreement,  shall be interpreted to include any
               sub-advisers) or custodian, Mellon, dealers or others as required
               for DSC to perform the Services if a Fund officer  requests  such
               electronic  transmission  and  provides  DSC with  prior  written
               approval;


                                        2


          (ii) The cost of creating  microfilm,  microfiche or electronic copies
               of Fund records,  and the cost of storage of paper and electronic
               copies of Fund records;

          (iii) The  charges for  services  provided by the vendors set forth on
               Schedule D;

          (iv) Any  additional  expenses  reasonably  incurred  by  DSC  in  the
               performance of the Services, provided that: (a) if any individual
               expense is less than  $1,000,  DSC shall  provide  prior  written
               notice to the applicable Fund to the extent practicable;  and (b)
               if any individual expense is $1,000 or more, DSC shall obtain the
               prior written consent of an officer of the applicable Fund;

          (v)  In the event that DSC is requested or  authorized by the Funds 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 DSC is not
               the subject of the  investigation or proceeding in question,  the
               Funds will  reimburse DSC for its actual  out-of-pocket  expenses
               (including  reasonable attorneys' fees) incurred in responding to
               these requests; and

          (vi) Any additional  expenses incurred by DSC at the written direction
               of a Fund officer.

     D. DSC shall be entitled to receive the following amounts:

          (i)  Any  systems  development  and  project  fees for new or enhanced
               services   requested   by  the   Funds   (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 by a Fund
               officer in advance; and

          (ii) Ad hoc reporting fees billed at an agreed upon rate.

     E. DSC shall  bill each Fund on a monthly  basis for the fees and  expenses
owed to DSC by such Fund under this  Agreement.  The  monthly  bill shall be set
forth on a detailed invoice in a form mutually agreed upon by DSC and the Funds.
DSC 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 DSC 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. In the
event that a Fund does not receive an invoice within fifteen (15) days after the
last day of a month,  such Fund  shall have  fifteen  (15) days from the date of
receipt of such invoice to pay DSC. 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.  If any fees or
expenses are disputed by a Fund,  DSC and such Fund shall work  together in good
faith to resolve the dispute promptly.


                                        3



     F. DSC 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 DSC is the  subject of an  examination,  subpoena,
investigation,  proceeding  or  legal  or  regulatory  process  relating  to the
Services it provides to the Funds ("DSC Services Inquiry"),  and if DSC requests
that the Funds provide, or if the Funds are required by law, summons,  subpoena,
investigation,  examination  or other legal or  regulatory  process,  to produce
documents or personnel with respect to the Services, then DSC will reimburse the
Funds for their actual out-of-pocket  expenses (including  reasonable attorneys'
fees) incurred in responding to these requests.

     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, DSC 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 defined below), as the case may be, in either
case by sending a written  notice of its intent to the Funds 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 DSC requests that this  Agreement be extended for an additional
five (5) year period and the Funds do not reject such  request in writing to DSC
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) DSC 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 Funds 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 Funds  respond to DSC's  request to extend for an additional
five (5) year period by  rejecting  such request in writing to DSC no later than
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  terminate  upon the  expiration  of the  Initial  Term or such
Renewal Term (as the case may be). Notwithstanding the foregoing, this Agreement
shall renew automatically in event that the Mellon Fund Accounting  Agreement is
renewed.

     B. A party may  terminate  this  Agreement for one or more of the following
reasons,  provided the terminating party provides the applicable  written notice
to the other party or parties of the reason for such termination:

          (i)  Non-Renewal:  DSC 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:  The parties may mutually  agree in writing to
               terminate this Agreement at any time;


                                        4



          (iii) "For Cause": A party may terminate the Agreement "For Cause," as
               defined  below,  by providing  the other party or parties with 60
               days' advance written notice;

          (iv) Termination of Investment  Manager:  Upon the  termination of the
               investment  management  agreement(s) between a Fund (on behalf of
               its Portfolio(s)) and its investment adviser,  whether terminated
               by   the   investment   adviser,   the   Fund,   its   board   of
               directors/trustees  or its  shareholders,  this  Agreement  shall
               automatically  terminate;  provided,  however, that neither (a) 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,  nor (b) entering into a new
               investment  management agreement with any such investment adviser
               shall  automatically  terminate this  Agreement.  In event of the
               automatic  termination  of this  Agreement with respect to a Fund
               due to the  termination  of  such  Fund's  investment  management
               agreement,  DSC  agrees  to  negotiate  in good  faith  with  the
               applicable  Fund in connection  with DSC's  provision of Services
               during the  transition  to a new fund  accounting  and  financial
               administration  oversight service provider.  For purposes of this
               subparagraph  B(iv) only, the term "investment  adviser" does not
               include any subadvisers; and

          (v)  Termination of Mellon Fund Accounting  Agreement:  This Agreement
               shall  automatically  terminate in the event that the Mellon Fund
               Accounting  Agreement is terminated,  provided that DSC agrees to
               negotiate  in good  faith with the Funds to enter into a new fund
               accounting  and  financial   administration  oversight  agreement
               reflecting  the  appropriate  scope of services to be provided by
               DSC  given the  scope of  services  to be  provided  by  Mellon's
               successor as fund accounting provider.

     For purposes of subparagraph (iii) above, "For Cause" shall mean:

                    (a) a material  breach of this  Agreement  that has not been
               remedied   for  30  days   following   written   notice   by  the
               non-breaching  party or parties  that  identifies  in  reasonable
               detail  the  alleged  failure  of the other  party or  parties to
               perform, provided that if such default is capable of being cured,
               then the defaulting  party or parties are entitled to such longer
               period as may  reasonably be required to cure such default if the
               defaulting  party or  parties  have  commenced  such cure and are
               diligently  pursuing same, but such cure must be completed within
               120 days in any event;

                    (b)  when  a  party   commits  any  act  or  omission   that
               constitutes  negligence,  willful  misconduct,  fraud or reckless
               disregard  of its  duties  under this  Agreement  and that act or
               omission  results in material  adverse  consequences to the other
               party or parties;

                    (c)  a   final,   unappealable   judicial,   regulatory   or
               administrative  ruling or order in which the party or  parties to
               be  terminated  have been found  guilty of criminal or  unethical
               behavior in the conduct of their  business that directly  relates
               to the subject matter of the Services; or

                    (d) when a party  shall  make a general  assignment  for the
               benefit of its creditors or any proceeding shall be instituted by
               or against such party to


                                        5



               adjudicate it as bankrupt or insolvent,  or to seek to liquidate,
               wind up, or  reorganize  such party,  or protect or relieve  such
               party's 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 for a substantial portion of its assets, which
               proceeding  shall  remain  unstayed  for sixty  (60) days or such
               party has taken steps to  authorize  any of the above  actions or
               has become unable to pay its 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 DSC on or before the
effective  date of such  termination  any  undisputed and unpaid fees, and shall
reimburse DSC for any  undisputed  and unpaid  out-of-pocket  costs and expenses
owed to DSC under this Agreement prior to its termination.

     D. If either (i) DSC  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 DSC shall reimburse such
Fund for any  Costs  and  Expenses  incurred  by such  Fund in  connection  with
converting  such  Fund to a  successor  service  provider  with  respect  to the
Services,  including  without  limitation the delivery to such successor service
provider,  such Fund  and/or  other Fund  service  providers  any of such Fund's
property, records, data, instruments and documents.

     E. If this Agreement is terminated (i) by DSC 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 DSC at any time as a result
of the "termination of investment  manager" under  subparagraph  B(iv), (iii) by
the Funds at any time for any reason  other than those  specified in paragraph B
above, or (iv) by DSC at any time "For Cause" under subparagraph  B(iii) of this
Section,  the Funds shall  reimburse  DSC  promptly  for any Costs and  Expenses
incurred by DSC in connection with effecting such termination and converting the
Funds to a successor  service  provider with respect to the Services,  including
without  limitation the delivery to such successor service  provider,  the Funds
and/or other Fund service providers any of the Funds' property,  records,  data,
instruments and documents.

     F. For purposes of this Section 3, "Costs and Expenses" incurred by a party
shall mean any  provable,  reasonable,  customary  and direct costs and expenses
actually  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 DSC or
sub-contractors'   personnel;   unused  equipment  expense;  and  non-cancelable
payments or  termination  charges  regarding  hosting  and other  subcontracting
services  that were not incurred at the written  direction of the Funds and that
cannot be  transferred  or  redeployed by DSC. 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


                                        6



damages  of any kind  whatsoever  resulting  from,  related to or  otherwise  in
connection with the termination of this Agreement.

     G. In the  event  of the  termination  of this  Agreement,  DSC  agrees  to
cooperate  and act in good  faith  to  ensure  an  orderly  transition  to DSC's
successor with respect to the Services  provided  herein.  Without  limiting the
generality  of the foregoing  sentence,  DSC agrees that, in the event that this
Agreement is terminated by a party or the parties, DSC shall deliver a Fund's or
the Funds' property,  records,  data,  instruments and documents to such Fund or
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.

     H. 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.

     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 parties. No party shall assign
the rights or delegate the duties  pursuant to this Agreement  without the prior
written consent of the other party or parties, except as follows:

          (i)  DSC may employ  such person or persons it may deem  desirable  to
               assist it in performing the Services without notice to the Funds;

          (ii) DSC  may  hire a third  party  to  assist  it in  performing  the
               Services  (each a  "Subcontractor").  DSC shall obtain the Funds'
               prior  written  consent  before DSC  engages a  Subcontractor  to
               provide  significant  services  or  functions  to  assist  DSC in
               performing the Services under this Agreement;

          (iii) DSC may  delegate  one or more of the  functions  or assign this
               Agreement to any direct or indirect  majority-owned  affiliate of
               Lincoln  National  Corporation  with prior written  notice to the
               Funds; 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
               DSC's consent.  For purposes of the this sub-paragraph 4(iv), the
               term "investment adviser" does not include any sub-advisers.

     With respect to the  delegation  of duties under (i), (ii) and (iii) above,
DSC  shall:  (a) be  responsible  for the  acts or  omissions  of such  persons,
Subcontractors  or  affiliates to the same extent as DSC's own acts or omissions
under this Agreement;  (b) be responsible for the  compensation of such persons,
Subcontractors   or  affiliates;   and  (c)  not  be  relieved  of  any  of  its
responsibilities  under  this  Agreement  by virtue of the use of such  persons,
Subcontractors  or  affiliates.  However,  if the Funds instruct DSC to engage a
specific  Subcontractor for the


                                        7



performance of any of the Services,  DSC 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

     Each Fund  represents that it has provided or made available to DSC (or has
given DSC 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 the Fund;

          (iii) Any  resolution  or other action of the Fund or the Fund's 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  DSC 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  that  DSC  is to  provide  under  this  Agreement,
               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); and

         (vii) Such  other   documents  that  DSC  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.

     6. Representations and Warranties of the Funds

     Each Fund represents and warrants the following:


                                        8



     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 execution and delivery of this Agreement have been authorized by the
Fund's  directors/trustees  and signed by an authorized Fund officer,  acting as
such, and neither such  authorization  by the Fund  directors/trustees  nor such
execution  and delivery by the Fund officer shall be deemed to have been made by
any of them  individually or to impose any liability on any of them  personally,
and the  obligations  of this  Agreement  are not  binding  upon any of the Fund
directors/trustees  or shareholders,  but bind only the property of the Fund, as
provided in its charter documents.

     7. Representations and Warranties of DSC

     DSC represents and warrants to the Funds the following:

     A. DSC is duly organized as a corporation  in the State of Delaware;  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. DSC 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 DSC; and DSC
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  DSC's  ability to provide  the  Services.  DSC'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 DSC is a party or bound,
and does not violate any applicable law to which DSC is subject.

     D. DSC has completed,  obtained and performed all  registrations,  filings,
approvals,  and  authorizations,   consents  or  examinations  required  by  any
government  or  governmental  authority to which DSC 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.


                                        9



     E. DSC 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 DSC's duties and responsibilities under this Agreement.

     F. DSC 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
DSC's  delivery of the  Services) to safeguard  the Funds'  records and data and
DSC's records,  data,  equipment  facilities and other property that DSC uses in
the performance of its obligations hereunder from loss or damage attributable to
fire,  theft,  or any  other  cause,  and DSC  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.

     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

     DSC shall act in good faith and exercise  reasonable care in performing the
Services under this Agreement. DSC's duties shall be confined to those expressly
set forth  herein,  and no  implied  duties are  assumed  by or may be  asserted
against DSC hereunder.  In that regard, DSC 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. DSC will not be liable to the Funds for any loss  incurred  by the Funds
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,  DSC under the
Agreement in the absence of fraud,  negligence  or willful  misconduct of DSC or
the reckless disregard of its duties under the Agreement.

     B. DSC agrees to  indemnify,  defend  and hold  harmless  the Funds,  their
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 DSC's fraud,  negligence or willful  misconduct in the  performance  of the
Services, or reckless disregard of its duties under this Agreement.

     C. In order  for these  indemnification  provisions  to  apply,  a party or
parties seeking  indemnification or to be held harmless shall fully and promptly
advise the  indemnifying  party or parties  in  writing of all  pertinent  facts
concerning   the   situation   in  question.   The  party  or  parties   seeking
indemnification will use reasonable care to identify and notify the indemnifying
party or parties in writing promptly  concerning any situation which presents or
appears likely to present


                                       10



the 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 are  materially  prejudiced by such  failure.  As to any matter
eligible  for  indemnification,  the  indemnified  party or  parties  shall  act
reasonably and in accordance  with good faith business  judgment,  and shall not
effect  any  settlement  or  confess   judgment   without  the  consent  of  the
indemnifying  party or parties,  which  consent shall not be withheld or delayed
unreasonably.

     D. The  indemnifying  party or parties shall be entitled to  participate in
the defense at their 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, they shall be conducted by counsel
of their choosing that is reasonably  satisfactory to the  indemnified  party or
parties;  the  indemnified  party or parties shall bear the fees and expenses of
any additional  counsel they retain. If the indemnifying party or parties do not
elect to assume the defense of such suit,  they will  reimburse the  indemnified
party or  parties  for the  reasonable  fees and  expenses  of any  counsel  the
indemnified  party or parties  retain,  which is reasonably  satisfactory to the
indemnifying  party or  parties.  The  indemnifying  party or parties  shall not
effect any settlement  without the consent of the  indemnified  party or parties
(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.

     E. The parties  shall have a duty to  mitigate  damages for which the other
party or parties may become responsible.

     F. No party  hereto  shall be liable to any  other  party for any  special,
indirect,   incidental  or   consequential   damages  of  any  kind  whatsoever.
NOTWITHSTANDING  ANYTHING IN THIS  AGREEMENT TO THE CONTRARY,  IN NO EVENT SHALL
THE FUNDS,  DSC, 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 WHETHER A PARTY OR ANY ENTITY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.

     10. Books and Records, Retention and Rights of Ownership

     A. DSC shall  maintain on behalf of the Funds all books and  records  which
are customary or which are legally  required to be kept in connection with DSC's
performance of Services,  including  without  limitation those required by Rules
31a-1 and 31a-2 under the 1940 Act  ("Records")  to the extent that such Records
are not  maintained  by Mellon in  connection  with the Mellon  Fund  Accounting
Agreement. DSC will prepare and maintain such Records at the Funds' expense, and
the Records shall be the Funds'  property.  DSC 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.  DSC  will  allow  the  Funds  and  their   authorized   persons  and
representatives  to review the Records


                                       11


during DSC's normal  business hours or, upon  reasonable  notice,  at such other
times as the Funds may request.

     B. Notwithstanding   the  foregoing,  all  computer  programs,  systems and
procedures  employed or developed by or on behalf of DSC, or on behalf of DSC by
system  providers or vendors  used by DSC, to perform the Services  that are not
Records are the sole and exclusive property of DSC.

     11. Reports

     A. DSC shall furnish reports to the Funds,  their other service  providers,
their  broker/dealers  and to others that the Funds designate in writing at such
times as are  prescribed  pursuant to this Agreement to be provided or completed
by DSC, or as subsequently agreed upon by the parties pursuant to this Agreement
or any amendment thereto.

     B. DSC will provide reasonable access to the Funds' independent  accountant
as well as internal auditors  employed by the Funds'  administrator or affiliate
to  periodically  perform a  reasonable  review of DSC's  internal  controls and
procedures relevant to the Services.

     12. 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 DSC:

                  Delaware Service Company, Inc.
                  2005 Market Street
                  Philadelphia, PA 19103-7094

                  Attention:  General Counsel

                  Telephone:  (215) 255-1360
                  Facsimile:  (215) 255-1131

     If to the Funds:

                  Delaware Investments Family of Funds
                  2005 Market Street
                  Philadelphia, PA 19103

                  Attention:  General Counsel

                  Telephone:  (215) 255-1360
                  Facsimile:  (215) 255-1131


                                       12



     With a copy to:

                  Stradley Ronon Stevens & Young, LLP
                  2600 One Commerce Square
                  Philadelphia, PA 19103

                  Attention:  Mark A. Sheehan, Esq.

                  Telephone:  (215) 564-8027
                  Facsimile:  (215) 564-8120


     13. Advice and Reliance

     A. DSC may consult with DSC's or the Funds' counsel, independent accountant
and other  experts with  respect to any matter  arising in  connection  with the
Services  performed by DSC, and DSC shall not be liable nor  accountable for any
action  taken or omitted by it in good  faith in  accordance  with the advice of
such counsel,  independent accountant or other experts. DSC shall in no event be
liable to the Funds or any Fund  shareholder or beneficial  owner for any action
reasonably taken pursuant to such advice.

     B. DSC agrees to  cooperate  with the  Funds'  independent  accountant,  to
reasonably support the independent  accountant's  engagement with the Funds, and
to provide the independent accountant reasonable access to the Records. DSC 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 DSC performs, based on a form of sub-certification that DSC and the
Funds mutually and 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.

     14. Compliance with Law

     A. In performing the Services,  DSC 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.

     B. DSC shall use 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 the Funds or any of their affiliates
or as may be  requested by the Funds to be made  available to such  Governmental
Authorities.


                                       13



     15. 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.

     16. Services Not Exclusive

     A. DSC's  Services are not  exclusive to the Funds and DSC shall be free to
render similar services to others.

     B. DSC 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.

     C. In performing the Services,  DSC is acting solely on behalf of the Funds
and no  contractual  or service  relationship  shall be deemed to be established
between DSC and any other person, including without limitation the custodian and
Fund shareholders.

     17. Force Majeure and Uncontrollable Events

     DSC shall  maintain  adequate  and reliable  computer  and other  equipment
necessary or appropriate to carry out its obligations under this Agreement. Upon
the  Funds'  reasonable  request,  DSC 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, DSC 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  DSC,  its  agents  and  its
Subcontractors.  In the event of Force  Majeure  Events,  or any  disaster  that
causes  a  business  interruption,  DSC  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.

     18. 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.


                                       14


     19. 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.C regarding  termination  fees and expenses,
               and Schedule C;

          o    Section 4. Amendments, Assignment and Delegation;

          o    Section 6. Representations and Warranties of the Funds;

          o    Section 7. Representations and Warranties of DSC;

          o    Section 9. Indemnification and Limitation of Liability;

          o    Section 10. Books and Records, Retention and Rights of Ownership;

          o    Section 17. Force Majeure and Uncontrollable Events; and

          o    Section 18. Severability.


     20. Confidential Information

     "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
DSC, 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 a
Fund or DSC a competitive  advantage over its competitors;  (c) all confidential
or proprietary concepts,  documents,  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 a  Portfolio;  and (e) anything
designated as confidential.  DSC shall maintain  adequate  safeguards to prevent
the use of the  Confidential  Information by DSC, its employees,  Subcontractors
and  affiliates  for any purpose other than  performing  the Services under this
Agreement.   DSC  also  shall   maintain   adequate   safeguards  to  limit  the
dissemination  of a Portfolio's  non-public  portfolio  holdings  information to
third parties (x) that assist DSC in the  performance of the Services under this
Agreement and have entered into a confidentiality  agreement no less restrictive
than the terms in this  Agreement and (y) with the prior  written  consent of an
officer of the applicable Fund.


                                       15


     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 a 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.

     21. 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.

     22. 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.

     23. 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.


                                       16



     24. Miscellaneous

     Paragraph  headings in this Agreement are included for convenience only and
are not to be used to construe or interpret this Agreement.


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed all as of the day and year first above written.

DELAWARE INVESTMENTS                           DELAWARE SERVICE COMPANY, INC.
FAMILY OF FUNDS (as listed on
Schedule A)

By:      /s/ Richard Salus                     By:     /s/ Richard Salus

Name:    Richard Salus                         Name:   Richard Salus

Title:   Chief Financial Officer               Title:  Senior Vice President


                                  Page 17 of 25




                                   SCHEDULE A
                             TO THE FUND ACCOUNTING
            AND FINANCIAL ADMINISTRATION OVERSIGHT AGREEMENT BETWEEN
                       DELAWARE SERVICE COMPANY, INC. AND
                      DELAWARE INVESTMENTS FAMILY OF FUNDS
                              Dated October 1, 2007

                                 OPEN-END FUNDS

Delaware Group Adviser Funds                           Delaware Group Limited-Term Government Funds
     Delaware Diversified Income Fund                       Delaware Limited-Term Diversified Income Fund
     Delaware U.S. Growth Fund                                (formerly, Delaware Limited-Term Government Fund)

Delaware Group Cash Reserve                            Delaware Group State Tax-Free Income Trust
     Delaware Cash Reserve Fund                             Delaware Tax-Free Pennsylvania Fund

Delaware Group Equity Funds I                          Delaware Group Tax-Free Fund
     Delaware Balanced Fund                                 Delaware Tax-Free USA Fund
                                                            Delaware Tax-Free USA Intermediate
Delaware Group Equity Funds II
     Delaware Large Cap Value Fund                     Delaware Group Tax-Free Money Fund
     Delaware Value Fund                                    Delaware Tax-Free Money Fund

Delaware Group Equity Funds III                        Delaware Group Global & International Funds
     Delaware American Services Fund                        Delaware Emerging Markets Fund
     Delaware Small Cap Growth Fund                         Delaware Global Value Fund
     Delaware Trend Fund                                    Delaware International Value Equity Fund

Delaware Group Equity Funds IV                         Voyageur Insured Funds
     Delaware Large Cap Growth Fund                         Delaware Tax-Free Minnesota Insured Fund
     Delaware Growth Opportunities Fund                     Delaware Tax-Free Arizona Fund
     Delaware Global Real Estate Securities Fund
     Delaware Healthcare Fund                          Delaware Investments Municipal Trust
                                                            Delaware Tax-Free Florida Insured Fund
Delaware Group Equity Funds V
     Delaware Dividend Income Fund                     Voyageur Intermediate Tax-Free Funds
     Delaware Small Cap Core Fund                           Delaware Tax-Free Minnesota Intermediate Fund
     Delaware Small Cap Value Fund
                                                       Voyageur Mutual Funds
Delaware Group Foundation Funds                             Delaware Minnesota High-Yield Municipal Bond Fund
     Delaware Aggressive Allocation Portfolio               Delaware National High-Yield Municipal Bond Fund
     Delaware Moderate Allocation Portfolio                 Delaware Tax-Free California Fund
     Delaware Conservative Allocation Portfolio             Delaware Tax-Free Idaho Fund
                                                            Delaware Tax-Free New York Fund
Delaware Group Income Funds
     Delaware Corporate Bond Fund                      Voyageur Mutual Funds II
     Delaware Delchester Fund                               Delaware Tax-Free Colorado Fund
     Delaware Extended Duration Bond Fund
     Delaware High-Yield Opportunities Fund            Voyageur Mutual Funds III
                                                            Delaware Large Cap Core Fund
Delaware Group Government Fund                              Delaware Select Growth Fund
     Delaware Core Plus Bond Fund
     Delaware Inflation Protected Bond Fund            Voyageur Tax Free Funds
                                                            Delaware Tax-Free Minnesota Fund


                                       18


                             OPEN-END FUNDS (con't)

Delaware Pooled Trust                                  Delaware VIP Trust
     The Large-Cap Growth Equity Portfolio                 Delaware VIP Balanced Series
     The Large-Cap Value Equity Portfolio                  Delaware VIP Capital Reserves Series
     The Mid-Cap Growth Equity Portfolio                   Delaware VIP Cash Reserve Series
     The Small-Cap Growth Equity Portfolio                 Delaware VIP Diversified Income Series
     The Focus Smid-Cap Growth Equity Portfolio            Delaware VIP Emerging Markets Series
     The Smid-Cap Growth Equity Portfolio                  Delaware VIP Growth Opportunities Series
     The Real Estate Investment Trust Portfolio            Delaware VIP High Yield Series
     The Real Estate Investment Trust Portfolio II         Delaware VIP International Value Equity Series
     The All-Cap Growth Equity Portfolio                   Delaware VIP REIT Series
     The International Equity Portfolio                    Delaware VIP Select Growth Series
     The Labor Select International Equity Portfolio       Delaware VIP Small Cap Value Series
     The Emerging Markets Portfolio                        Delaware VIP Trend Series
     The Global Real Estate Securities Portfolio           Delaware VIP U.S. Growth Series
     The Intermediate Fixed Income Portfolio               Delaware VIP Value Series
     The Core Focus Fixed Income Portfolio
     The High-Yield Bond Portfolio
     The Core Plus Fixed Income Portfolio
     The Global Fixed Income Portfolio
     The International Fixed Income Portfolio

                                CLOSED-END FUNDS

Delaware Investments Arizona Municipal Income          Delaware Investments Minnesota Municipal Income
Fund, Inc.                                             Fund II, Inc.

Delaware Investments Colorado Insured Municipal        Delaware Investments Dividend and Income Fund, Inc.
Fund, Inc.

Delaware Investments Florida Insured Municipal         Delaware Investments Global Dividend and Income
Income Fund, Inc.                                             Fund, Inc.

Delaware Enhanced Global Dividend and Income
Fund


                                       19



                                   SCHEDULE B
                             TO THE FUND ACCOUNTING
            AND FINANCIAL ADMINISTRATION OVERSIGHT AGREEMENT BETWEEN
                       DELAWARE SERVICE COMPANY, INC. AND
                      DELAWARE INVESTMENTS FAMILY OF FUNDS
                              Dated October 1, 2007

     DSC 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

1.   Participate  on the Fund's  fair value  committee,  manage the  committee's
     decision-making   process  and  provide  Mellon  with  fair  value  pricing
     decisions.
2.   Provide  oversight of the Fund's pricing process,  including  maintaining a
     relationship with pricing vendors, providing Mellon with sources for prices
     obtained through broker/dealer quotes, and reviewing stale pricing reports.
3.   Verify that the daily net asset value ("NAV") is disseminated to interested
     parties;  facilitate  resolution of NAV errors,  and ensure that corrective
     action is  implemented,  if  necessary;  review  procedures  with Mellon to
     verify that appropriate controls are in place.
4.   Subject to the oversight and approval,  if necessary,  of the Fund's Board,
     select  pricing  vendors and  negotiate  and maintain  contracts  with such
     vendors for the benefit of the Fund.

B.  Calculation and Payment of Expenses

1.   Process  and pay  invoices  on  behalf of the Fund  until  the date  Mellon
     assumes  responsibility for paying approved invoices;  effective as of such
     date,  approve  bills  for  payment  by  Mellon  and  provide  Mellon  with
     allocation instructions and wire instructions.
2.   Provide Mellon with information on the amount of directors'/trustees'  fees
     to be accrued and the methodology  for allocating  these expenses among the
     Portfolios.
3.   Issue   checks   on   behalf   of  the  Fund  to   directors/trustees   for
     director/trustee  compensation  (net of Philadelphia city wage tax) and for
     reimbursement  of meeting  expenses;  remit  Philadelphia  city wage tax on
     behalf of directors/trustees with respect to such payments.
4.   Provide  Mellon  with  asset-based  fee  information  on an  annual  basis,
     promptly notify Mellon of any changes  impacting these fees, and review and
     approve  Mellon's  fee  calculations  based on  timeframes  detailed in the
     applicable Service Level Document (as defined below).
5.   Provide Mellon with any applicable expense limitations and review Portfolio
     expenses to ensure that expense limitations have been properly implemented.
6.   Review  budget  assumptions   employed  by  Mellon  for  new  and  existing
     Portfolios, inform Mellon of any significant new items requiring accrual or
     changes to current accruals,  and review the over  accruals/under  accruals
     and approve non-routine  adjustments to journal entries before the year-end
     excise tax period.

C.  Financial Reporting

1.   Manage  certifications  and  sub-certification   process  as  required  for
     financial reports, data and processes.
2.   Review financial reporting information provided by Mellon for prospectuses,
     statements of additional  information  and other  disclosure  documents and
     coordinate completion of financial administration responsibilities.


                                       20


3.   Review  reports  on Form  N-CSR,  Form  N-SAR  and Form  N-Q for  accuracy,
     completeness,  and proper financial disclosures in conjunction with Mellon.
     Participate  in review  by,  and  resolution  of  comments  from,  external
     auditors when necessary or appropriate.
4.   If a closed-end fund,  analyze  financial data and coordinate  tender offer
     process with Fund management and the investment manager's legal department,
     the investment manager's investment team and Mellon.
5.   Support  Form N-SAR  reporting by  completing  and  reviewing  responses to
     financial questions.
6.   Provide  financial  data  for  inclusion  in  board  reports,  and  furnish
     direction  to  Mellon  regarding  board  reporting   requirements.   Review
     financial information included in board reports prior to distribution.
7.   In conjunction with Mellon, provide analysis and recommendations  regarding
     the impact of new accounting pronouncements on the Fund.

D.  Portfolio Securities Transactions and Trade Operations

1.   Coordinate  notification of, and responses to, voluntary  corporate actions
     between Mellon and the investment manager's investment team. Facilitate and
     ensure issues resolution.
2.   Maintain  data  requirements  for order  management  and  trading  systems,
     including,  but not limited to, XIP,  Predator,  Bloomberg,  and  Long-Term
     Trade.
3.   Ensure  that   information  on  executed  trades  is  provided  to  Mellon,
     broker/dealers  and agents,  including  information  on trades not executed
     through trading systems (e.g., derivatives,  swaps and currency contracts).
     Confirm executed trades with broker/dealers and agents.
4.   Provide support and trade maintenance for soft dollar transactions.
5.   Provide  ad  hoc  support  for  trading  systems,   including  testing  and
     implementation of enhancements and modifications.
6.   Manage trade settlement processes between the custodians and broker/dealers
     for  Fund for  standard  trades,  next day  settlements,  cash  trades  and
     mortgage-backed securities.
7.   Maintain  relationships with custodian banks in support of trade settlement
     processes.

E.  Dividends and Distributions

1.   Review  dividend  projections  prepared by Mellon,  prepare  Section  19(a)
     notices and coordinate with the investment  manager's  legal  department to
     prepare press releases regarding dividends and distributions.
2.   Coordinate  dividend process with Mellon,  the Fund's transfer agent,  Fund
     management, and the investment manager's legal department.
3.   Ensure timely payout of Fund  distributions for both net income and capital
     gains,  and  verify  appropriate  and  timely   dissemination  of  data  to
     interested   parties.   Conduct   summary  level  review  of   distribution
     calculations and amounts.

F.  Reconciliation and Cash Management

1.   Review  cash  and  principal  assets  reconciliation  reports  to  mitigate
     potential NAV impacts resulting from cash, position or share discrepancies.

2.   Monitor the daily delivery of investable cash information to the investment
     manager's  investment  team and  respond to  questions  and  ensure  timely
     resolution  of issues.  Act as liaison  between  the  investment  manager's
     investment team and Mellon.


                                       21


G.  Fund Performance Information

1.   Provide oversight for timely  dissemination of performance  information and
     conduct trend analysis review on performance information.

H.  Audit Support

1.   In  coordination  with Mellon,  participate  in planning  and  execution of
     external  audits and coordinate  and  participate in responses to inquiries
     from external auditor.

2.   Receive and maintain copy of external audit correspondence.

I.  Tax Reporting and Consulting

1.   Provide  detailed  review of all  federal,  state and city tax  returns and
     ancillary schedules, including year-end excise tax distributions.
2.   Provide  consulting  services,   including   interpretation  of  applicable
     regulations, to the Fund and Mellon regarding tax diversification.
3.   Ensure that all tax returns are filed in accordance  with filing  deadlines
     and maintain copies of tax returns, including proof of timely mailing.
4.   Monitor and be  familiar  with new and  proposed  tax  legislation  through
     membership in the Investment  Company  Institute's  tax committee and other
     legal,   financial   and  trade   organizations.   Provide   analysis   and
     recommendations regarding the impact of new tax legislation on the Fund.
5.   Prepare  non-shareholder  tax forms, as required,  including Form 1099, for
     each member of the board of directors/trustees.
6.   Review and provide  comments  on the  tax-related  sections of  shareholder
     reports,  Section  19(a)  notices,  prospectuses,  statements of additional
     information and other disclosure documents, and audit work preparation.

J.  Compliance Monitoring

1.   Ensure that  diversification  tests are completed as prescribed by Internal
     Revenue  Service  and  Securities  and  Exchange  Commission   regulations.
     Facilitate  corrective action with the investment manager's investment team
     as necessary.
2.   Ensure  compliance  with  Subchapter  M and  Section  4982 of the  Internal
     Revenue Code.

K.  Data Feeds

1.   Participate in managing the  dissemination of Fund data to third parties by
     furnishing  Mellon with details  regarding new requests and notification of
     changes to Fund and Fund management.

L.  Performance of Services by Mellon

1.   Establish and monitor certain service level requirements as detailed in the
     service level  documents  (each a "Service  Level  Document")  entered into
     between DSC and Mellon with respect to Mellon's  performance  of its duties
     pursuant to the Mellon Fund Accounting Agreement with the Fund.
2.   Evaluate Mellon's performance against the mutually agreed upon requirements
     as  detailed  in  the  applicable  Service  Level  Document  and  recommend
     adjustments as necessary.
3.   Conduct periodic due diligence review of Mellon's  processes as detailed in
     the applicable Service Level Document.


                                       22


4.   Ensure that corrective action plans are developed and implemented by Mellon
     as a result of a service  requirement default as detailed in the applicable
     Service Level Documents.

M.  Business Continuity

1.   Confirm the adequacy of disaster recovery plans with respect to systems and
     processes of third party  vendors  selected by the Fund or DSC and relating
     to fund accounting and financial administration.

N.  Relationship Management

1.   Participate  in meetings  with  Mellon to discuss  trends,  technology  and
     strategic direction, and report pertinent information to the Fund board.
2.   Represent  interests of Fund board at annual meeting with Mellon to discuss
     services    provided,    system    functionality   and    policy/procedural
     documentation.

O.  Other

1.   Review leverage  requirements and manage credit facilities on behalf of the
     Fund.
2.   Monitor the flow of information  between Mellon and the Fund's proxy voting
     agent.  In order to ensure proper voting of proxies  received in connection
     with  securities held by the  Portfolio(s),  review the Fund's proxy voting
     summaries,  which will be  prepared by Mellon from the records of the proxy
     voting agent.
3.   If a closed-end  fund,  act as liaison  between  Mellon and the  investment
     manager's investment team, Moody's Investor Services, Standard & Poor's
     and the investment manager's  compliance  department for closed-end ratings
     agency tests,  ensuring that  communication and corrective action protocols
     are maintained.
4.   Arrange  in good faith for the  amendment  of the  Mellon  Fund  Accounting
     Agreement or the negotiation of new contractual  arrangements  with another
     service   provider  with  respect  to  new  fund  accounting  or  financial
     administration  services  requested by the Funds or required by  applicable
     law after the date of this Agreement.


                                       23


                                   SCHEDULE C
                             TO THE FUND ACCOUNTING
                AND FINANCIAL ADMINISTRATION OVERSIGHT AGREEMENT
                                     BETWEEN
                       DELAWARE SERVICE COMPANY, INC. AND
                      DELAWARE INVESTMENTS FAMILY OF FUNDS
                              Dated October 1, 2007



Annual Fees

The Funds  shall pay to DSC the  following  Annual  Fees (which are based on the
aggregate average daily net assets of the Funds):

Average Daily Net Assets                                     Annual Fees
- ------------------------------------------------------------------------
First $30 billion of average daily net assets                    0.0050%
Next $10 billion of average daily net assets                     0.0045%
Next $10 billion of average daily net assets                     0.0040%
Over $50 billion of average daily net assets                     0.0025%


                                       24


                                   SCHEDULE D
                             TO THE FUND ACCOUNTING
                AND FINANCIAL ADMINISTRATION OVERSIGHT AGREEMENT
                                     BETWEEN
                       DELAWARE SERVICE COMPANY, INC. AND
                      DELAWARE INVESTMENTS FAMILY OF 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


                                       25

EX-99.J 6 ex99j.htm EX-99.j
                                                                         EX-99.j






           CONSENT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC
                                ACCOUNTING FIRM


We  consent  to the  references  to  our  firm  under  the  captions  "Financial
Highlights" in the Prospectuses  and "Financial  Statements" in the Statement of
Additional   Information  and  to  the   incorporation   by  reference  in  this
Registration Statement (Form  N-1A)(Post-Effective  Amendment No. 62 to File No.
002-75526;   Amendment  No.  62  to  File  No.   811-03363)  of  Delaware  Group
Limited-Term Government Funds of our report dated February 16, 2007, included in
the 2006 Annual Report to shareholders.



/s/ ERNST & YOUNG LLP
Philadelphia, Pennsylvania
November 23, 2007


EX-99.P 7 ex99p1.htm EX-99.p.1


                                                                       EX-99.p.1


                                 CODE OF ETHICS

                      DELAWARE INVESTMENTS' FAMILY OF FUNDS


CREDO
It is the duty of all Delaware Investments employees,  officers and directors to
conduct  themselves with  integrity,  and at all times to place the interests of
Fund shareholders  first. In the interest of this credo, all personal Securities
transactions will be conducted  consistent with the Code of Ethics and in such a
manner as to avoid any actual or potential  conflict of interest or any abuse of
an individual's  position of trust and responsibility.  The fundamental standard
of this Code is that personnel  should not take any  inappropriate  advantage of
their positions.

Rule 17j-1 (the "Rule")  under the  Investment  Company Act of 1940,  as amended
(the "Act"),  makes it unlawful for certain  persons,  including  any  employee,
officer or director of any Fund, a Fund's investment  adviser/sub-adviser,  or a
Fund's  principal  underwriter,  in connection with the purchase or sale by such
person of a Security held or to be acquired by a Fund:

(1) To employ any device, scheme or artifice to defraud a Fund;

(2) To make any untrue statement of a material fact to a Fund or omit to state a
material fact necessary in order to make the statements made to a Fund, in light
of the circumstances in which they are made, not misleading;

(3) To engage in any act,  practice or course of business that operates or would
operate as a fraud or deceit on a Fund; or

(4) To engage in any manipulative practice with respect to a Fund.

The Rule also requires that each Delaware  Investments'  Fund and its investment
adviser,  sub-adviser,  and principal underwriter adopt a written code of ethics
containing  provisions  reasonably  necessary  to prevent  certain  persons from
engaging in acts in  violation of the above  standard  and shall use  reasonable
diligence and institute procedures reasonably necessary to prevent violations of
the Code.

This Code of Ethics is being  adopted  by the  Delaware  Investments'  Family of
Funds, as listed on Appendix A (collectively "Delaware"), in compliance with the
requirements of the Rule to effect the purpose of the Credo set forth above, and
to  comply  with  the  recommendations  of the  Investment  Company  Institute's
Advisory Group on Personal Investing.


                                       1


DEFINITIONS:

"Access  Person"  means (i) a  supervised  person  who has  access to  nonpublic
information  regarding clients' Securities  transactions,  is involved in making
Securities  recommendations to clients,  who has access to such  recommendations
that are  nonpublic,  or who has access to nonpublic  information  regarding the
portfolio  holdings of a Fund;  (ii) any director,  officer,  general partner or
Advisory  Person  of a Fund or of a Fund's  investment  adviser;  or  (iii)  any
director, officer or general partner of a Fund principal underwriter who, in the
ordinary  course of  business,  makes,  participates  in or obtains  information
regarding  the purchase or sale of  Securities  by a Fund or whose  functions or
duties  in  the  ordinary  course  of  business  relate  to  the  making  of any
recommendation to a Fund regarding the purchase or sale of its Securities. Those
persons deemed Access Persons will be notified of this designation.

"Advisory Person" means (i) any director,  officer,  general partner or employee
of a Fund  or a  Fund's  investment  adviser  (or of any  company  in a  control
relationship to a Fund or its investment adviser) who, in connection with his or
her regular functions or duties makes,  participates in, or obtains  information
regarding  the  purchase or sale of  Securities  by a Fund,  or whose  functions
relate to the making of any  recommendations  with  respect to such  purchase or
sales;  or (ii) any  natural  person in a control  relationship  to a Fund or an
investment adviser who obtains information  concerning  recommendations  made to
the Fund with  regard  to the  purchase  or sale of  Securities  by a Fund.  For
purposes  of this  definition,  "control"  has the same  meaning as set forth in
Section 2(a)(9) of the Act.

"Affiliated  Person"  means any  officer,  director,  partner,  or employee of a
Delaware Fund or any subsidiary of Delaware  Management  Holdings,  Inc. and any
other person so designated by the Compliance Department.

"Beneficial  ownership"  shall be as defined  in  Section  16 of the  Securities
Exchange  Act of 1934  and  the  rules  and  regulations  thereunder.  Generally
speaking,   a  person  who,  directly  or  indirectly,   through  any  contract,
arrangement, understanding, relationship or otherwise, has or shares a direct or
indirect  pecuniary  interest  in a  Security,  is a  "beneficial  owner" of the
Security.  For example, a person is normally regarded as the beneficial owner of
Securities  held by  members of his or her  immediate  family  sharing  the same
household.  Additionally,  ownership of derivative  Securities  such as options,
warrants  or  convertible  Securities  which  confer  the right to  acquire  the
underlying  Security at a fixed price  constitutes  Beneficial  Ownership of the
underlying Security itself.

"Control"  shall mean  investment  discretion  in whole or in part of an account
regardless  of Beneficial  Ownership,  such as an account for which a person has
power of attorney or authority to effect transactions.

"De Minimis Purchases or Sales" shall mean purchases or sales by covered persons
of up to 500 shares of stock in a company that is in the Standard and Poor's 500
Index provided that Delaware has not traded more than 10,000 shares of that same
stock  during the last two  trading  days and there are no open  orders for that
stock on the Trading Desk.


                                       2


"High Quality  Short-Term Debt Instruments" shall mean any instrument that has a
maturity  at  issuance of less that 366 days and that is rated in one of the two
highest  rating  categories  by  a  Nationally  Recognized   Statistical  Rating
Organization.

"Interested  Director" means a director or trustee of an investment  company who
is an  interested  person  within the meaning of Section  2(a)(19) of the Act. A
"Disinterested  Director"  is a director who is not an  interested  person under
Section 2(a)(19) of the Act.

"Investment  Personnel"  means any employee of a Fund, an investment  adviser or
affiliated  company,  other than a Portfolio  Manager  who, in  connection  with
his/her  regular  functions or duties,  makes, or participates in the making of,
investment decisions affecting an investment company, and any control person who
obtains information  concerning the recommendation of Securities for purchase or
sale by a Fund or an account.  Investment  Personnel  also include the staff who
support a Portfolio Manager including analysts,  administrative assistants, etc.
Investment Personnel by definition are Access Persons.

"Managed  Accounts"  means an account that is  professionally  managed through a
wrap program.  Managed  Accounts  require  pre-approval  through the  Compliance
Department  prior to starting up the account.  The  Compliance  Department  will
consider the facts and circumstances of the account, including the functions and
duties of the employees,  when approving or denying such accounts.  In addition,
preclearance is exempt with Managed Accounts,  however, all trades still require
reporting and duplicate  statements and confirmations are required to be sent to
the Compliance  Department.  Preclearance is only exempt for trades initiated by
the wrap manager. All trades initiated by the employee require preclearance.

"Portfolio  Manager"  means any person who, in connection  with his/her  regular
functions  or  duties,  makes or  participates  in,  the  making  of  investment
decisions effecting an investment company. Portfolio Manager includes all equity
analysts and fixed income  research  analysts and traders  (excluding  municipal
bond,  money market and private  placement).  Analysts or traders from  excluded
teams  may  be  included  under  the  definition  of  Portfolio  Manager  at the
discretion of the Chief Compliance Officer. Portfolio Managers by definition are
Access Persons.

"Security"  shall have the meaning as set forth in Section  2(a)(36) of the Act,
except  that it  shall  not  include  Securities  issued  or  guaranteed  by the
government  of  the  United  States  or  by  any  bankers'   acceptances,   bank
certificates  of  deposit,   commercial  paper,  High  Quality  Short-Term  Debt
Instruments  including  repurchase  agreements,  shares of  open-end  registered
investment  companies  (other than  non-money  market  Funds for which  Delaware
Investments is the adviser and  sub-adviser,  see Appendix A for a list of these
Funds),  and  municipal  fund  Securities  (i.e.  529 Plans).  In addition,  the
purchase,  sale or  exercise  of a  derivative  Security  shall  constitute  the
purchase or sale of the underlying Security.  Federal agencies (e.g., Fannie Mae
and Freddie Mae) instruments are subject to the Code of Ethics  preclearance and
reporting requirements.  Preclearance of all corporate bonds shall be done on an
issuer basis instead on a mere cusip basis. However, the purchase or sale of the
debt  instrument  of an  issuer  which  does not give the  holder  the  right to
purchase the issuer's stock at a fixed price,  does not constitute a purchase or
sale of the issuer's stock.


                                       3


Security being  "considered  for purchase or sale" or "being  purchased or sold"
means when a  recommendation  to purchase  or sell the  Security or an option to
purchase or sell a Security has been made and  communicated  to the Trading Desk
and with  respect to the  person  making the  recommendation,  when such  person
seriously  considers  making,  or when such  person  knows or  should  know that
another person is seriously considering making, such a recommendation.

Security "held or to be acquired" by a Fund means (i) any Security which, within
the most recent fifteen days (a) is or has been held by a Fund; or (b) is being,
or has been,  considered by a Fund or its investment adviser for purchase by the
Fund; and (ii) any option to purchase or sell, and any Security convertible into
or exchangeable for a Security.


PROHIBITED ACTIVITIES

I.   The following restrictions apply to all Affiliated Persons, Access Persons,
     Investment Personnel and Portfolio Managers.

(a) No  Affiliated  Person,  Access  Person,  Investment  Personnel or Portfolio
Manager  shall  engage in any act,  practice or course of  conduct,  which would
violate the provisions of Rule 17j-1 set forth above.

(b) No  Affiliated  Person,  Access  Person,  Investment  Personnel or Portfolio
Manager shall purchase or sell,  directly or  indirectly,  any Security which to
his/her knowledge is being actively considered for purchase or sale by Delaware;
except that this prohibition shall not apply to:

     (A)  purchases  or sales that are  nonvolitional  on the part of either the
     Person or a Fund;
     (B) purchases which are part of an automatic dividend reinvestment plan;
     (C) purchases  effected upon the exercise of rights issued by an issuer pro
     rata to all holders of a class of its Securities, to the extent such rights
     were acquired from such issuer, and sales of such rights so acquired;
     (D) other  purchases  and sales  specifically  approved by the President or
     Chief Executive Officer,  with the advice of the General Counsel and/or the
     Compliance   Director,   and  deemed  appropriate  because  of  unusual  or
     unforeseen circumstances.  A list of Securities excepted will be maintained
     by the Compliance Department.
     (E) purchases or sales made by a wrap manager in an Affiliated  Person's or
     Access Person's Managed  Account,  provided that such purchases or sales do
     not reflect a pattern of conflict.

(c) Except for trades  that meet the  definition  of de minimis,  no  Affiliated
Person,  Access Person,  Investment Personnel or Portfolio Manager may execute a
buy or sell order for an account in which he or she has Beneficial  Ownership or
Control until the third trading day following the execution of a Delaware buy or
sell order in that same  Security.  All trades  that meet the  definition  of de
minimus,  however,  must first be  precleared  by the  Compliance  Department in
accordance with Section I(g) below.

(d) No  Affiliated  Person or Access  Person  may  purchase  an  initial  public
offering (IPO) without first receiving preclearance.


                                       4


(e) No  Affiliated  Person,  Access  Person,  Investment  Personnel or Portfolio
Manager may purchase any private placement without express PRIOR written consent
by the  Compliance  Department.  All private  placement  holdings are subject to
disclosure to the Compliance  Department.  Any Affiliated Person, Access Person,
Investment  Personnel or Portfolio  Manager that holds a private  placement must
receive  permission  from  the  Compliance  or  Legal  Department  prior  to any
participation  by such person in a Fund's  consideration of an investment in the
same issuer. In such circumstances,  a Fund's decision to purchase securities of
the issuer will be subject to an independent review by Investment Personnel with
no personal interest in the issuer.

(f) Despite any fault or  impropriety,  any  Affiliated  Person,  Access Person,
Investment  Personnel  or  Portfolio  Manager who  executes a buy or sell for an
account in which he/she has  Beneficial  Ownership or Control  either (i) before
the third trading day  following  the execution of a Delaware  order in the same
Security,  or (ii) when there are pending  orders for a Delaware  transaction as
reflected  on the open order  blotter,  shall  forfeit any profits  made (in the
event of purchases) or loss avoided (in the event of sales), whether realized or
unrealized,  in the period from the date of the personal  transaction to the end
of the proscribed trading period.  Payment of the amount forfeited shall be made
by check or in cash to a charity of the person's  choice and a copy of the check
or receipt must be forwarded to the Compliance Department.

(g) Except for Managed Accounts meeting the provisions of Section I(b)(E) above,
each  Affiliated  Person or Access  Person's  personal  transactions,  including
transactions that may be considered de minimus,  must be precleared by using the
Personal Transaction System. The information must be submitted prior to entering
any orders for personal transactions. Preclearance is only valid for the day the
request  is  submitted.  If  the  order  is  not  executed  the  same  day,  the
preclearance  request  must be  resubmitted.  Regardless  of  preclearance,  all
transactions  remain  subject to the  provisions of (f) above.  PRECLEARANCE  OF
FIXED INCOME  SECURITIES  MUST BE RECEIVED  DIRECTLY FROM A COMPLIANCE  OFFICER.
(Systematic preclearance is not available for fixed income securities).

(h)  Disinterested  Directors  of the  Fund or its  investment  adviser  are not
subject to part (c),  (d),  (e), (f) or (g) of this section  unless the director
knew or, in the ordinary  course of fulfilling his or her official duties should
have  known,  that  during  the 15 day  period  immediately  before or after the
director's  transaction  in a covered  security,  the Fund purchased or sold the
covered security, or the Fund or its investment adviser considered purchasing or
selling the covered security.

(i) All Mutual Funds that are now subject to the Code of Ethics will be required
to be held for a minimum of 60 days before selling the Fund at a profit. Closing
positions at a loss is not prohibited.

II.  In  addition  to  the  requirements  noted  in  Section  I,  the  following
     additional  restrictions  apply to all  Investment  Personnel and Portfolio
     Managers.

(a)  All  Investment  Personnel  and  Portfolio  Managers  are  prohibited  from
purchasing any initial public offering (IPO).


                                       5


(b)  Short  term  trading  resulting  in a profit  is  prohibited.  All  opening
positions  must be held for a period of 60 days, in the  aggregate,  before they
can be closed at a profit.  Any short term  trading  profits  are subject to the
disgorgement  procedures  outlined  above  and at the  maximum  level of  profit
obtained.  The closing of positions at a loss is not  prohibited.  Stock Options
are also included in the 60 day holding period.

(c)  All  Investment  Personnel  and  Portfolio  Managers  are  prohibited  from
receiving  anything  of more than a de  minimis  value from any person or entity
that does business with or on behalf of any Fund or client.  Things of value may
include, but not be limited to, travel expenses, special deals or incentives.

(d) All  Investment  Personnel  and  Portfolio  Managers  require  PRIOR written
approval  from the Legal or Compliance  Department  before they may serve on the
board of directors of any public company.

III. In addition to the  requirements  noted in Sections I and II, the following
     additional restrictions apply to all Portfolio Managers.

(a) No  Portfolio  Manager  may  execute a buy or sell order for an account  for
which he/she has Beneficial Ownership within seven calendar days before or after
an investment  company or separate  account that he/she  manages  trades in that
Security.

(b) Despite  any fault or  impropriety,  any  Portfolio  Manager who  executes a
personal  transaction  within seven  calendar days before or after an investment
company or separate  account that he/she manages trades in that Security,  shall
forfeit any profits  made (in the event of  purchases)  or loss  avoided (in the
event of sales), whether realized or unrealized,  in the period from the date of
the personal transaction to the end of the prescribed trading period. Payment of
the  amount  forfeited  shall be made by check  or in cash to a  charity  of the
person's  choice and a copy of the check or  receipt  must be  forwarded  to the
Compliance Department.

REQUIRED REPORTS

I.   The following  reports are required to be made by all  Affiliated  Persons,
     Access Persons, Investment Personnel and Portfolio Managers.

(a) Disclose  brokerage  relationships  at employment and at the time of opening
any new account.

(b) Direct their  brokers to supply to the  Compliance  Department,  on a timely
basis,  duplicate copies of all  confirmations and statements for all Securities
accounts and Managed Accounts. Where possible, such confirmations and statements
should be forwarded electronically to the Compliance Department.  The Compliance
Department,  from time to time, will compare such  confirmations  and statements
against  precleared  transactions in the Personal  Transaction System to monitor
compliance with the Code.

(c) All Delaware  Investments  Mutual Funds and Optimum Fund Trust accounts will
be required to be held in-house.


                                       6


(d) Each quarter,  no later than 20 days after the end of the calendar  quarter,
submit to the Compliance  Department a personal  transaction summary showing all
transactions  in  Securities  in accounts  which such person has or acquires any
direct or indirect Beneficial  Ownership.  Any transactions effected pursuant to
an Automatic Investment Plan, however, need not be reported.  Each Disinterested
Director shall submit the quarterly  reports only for transactions  where at the
time  of the  transaction  the  Director  knew,  or in the  ordinary  course  of
fulfilling his official duties as a Director should have known,  that during the
fifteen day period  immediately  before or after the date of the  transaction by
the Director,  such  Security was purchased or sold by a Fund or its  investment
adviser or was being considered for purchase or sale by a Fund or its investment
adviser.

Every report will contain the following information:

     (i) the date of the  transaction,  the title and type of the Security,  the
     exchange  ticker symbol or CUSIP number,  if applicable,  the interest rate
     and  maturity  date,  if  applicable,  and the  number  of  shares  and the
     principal amount of each Security involved;
     (ii) the nature of the transaction (i.e., purchase,  sale or any other type
     of acquisition or disposition);
     (iii) the price at which the transaction was effected;
     (iv) the name of the broker, dealer or bank effecting the transaction;
     (v) for any account established by such person in which any Securities were
     held during the quarter for the direct or indirect  benefit of such person,
     the  name  of the  broker,  dealer  or  bank  with  whom  the  account  was
     established and the date the account was established; and
     (vi) the date that the report is submitted to the Compliance Department.

(e) All Affiliated Persons,  Access Persons,  Investment Personnel and Portfolio
Managers must,  initially upon receipt of this Code, upon receipt of any and all
amendments to this Code, and annually,  certify that they have  received,  read,
understand  and  complied  with  this  Code of  Ethics  and all  disclosure  and
reporting requirements contained therein.

II.  In  addition  to the above  reporting  requirements,  all  Access  Persons,
     Investment  Personnel  and  Portfolio  Managers  (other than  Disinterested
     Directors) must:

(a)  Provide an initial holdings report no later than 10 days upon  commencement
     of employment that discloses  information regarding all personal Securities
     holdings,  including (i) the title,  type,  exchange ticker symbol or CUSIP
     number,  if  applicable,  the number of shares and the principal  amount of
     each Security;  (ii) the name of any broker,  dealer or bank with whom such
     person  maintains  an  account  in which any  Securities  were held for the
     direct  or  indirect  benefit  of  such  person  as  of  the  date  of  the
     commencement  of  employment,  and  (iii)  the  date  that the  report  was
     submitted to the Compliance Department. This report must be current as of a
     date no more than 45 days before the commencement of employment.

(b)  Provide an annual  holdings  report  containing  information  regarding all
     personal  Securities  holdings,  including  (i) the title,  type,  exchange
     ticker symbol or CUSIP number, if applicable,  the number of shares and the
     principal amount of each Security;  (ii) the name of any broker,  dealer or
     bank with whom such  person  maintains  an account in which any  Securities
     were held for the direct or indirect benefit of such person,  and (iii) the
     date that the report  was  submitted  to


                                       7


     the Compliance Department. This report must be current as of a date no more
     than 45 days before the report is submitted  and must be submitted at least
     annually.

III. Access  Persons  to a Fund's  investment  adviser  need not make a separate
     report under this section to the extent that such Access Person has already
     submitted a report under the Delaware  Investments' Code of Ethics pursuant
     to such Access  Person's role as an Access Person to an investment  adviser
     under that Code and provided that such information  would be duplicative of
     the information already provided in such report.

SANCTIONS/VIOLATIONS

Strict  compliance with the provisions of the Code of Ethics is considered to be
a basic provision of your employment.  Any violation of the Code of Ethics by an
employee will be considered serious and may result in disciplinary action, which
may include, but is not limited to unwinding of trades, disgorgement of profits,
warning,  monetary fine or censure,  suspension of personal trading  privileges,
and suspension or termination  of employment.  Repeated  offenses will likely be
subject to additional sanctions of increasing severity.

ADMINISTRATIVE PROCEDURES

(a) The Compliance  Department of Delaware will identify all Affiliated Persons,
Access Persons, Investment Personnel and Portfolio Managers and will notify them
of this  classification  and their  obligations  under this Code. The Compliance
Department  will ensure that all such  persons  initially  receive a copy of the
Code of Ethics and any and all  subsequent  amendments  thereto.  The Compliance
Department   will  also  maintain   procedures   regarding  the  review  of  all
notifications  and reports  required to be made pursuant to Rule 17j-1 under the
Act, Rule 204A-1 under the Investment Advisers Act of 1940, or this Code and the
Compliance  Department  will  review  all  notifications  and  reports,  such as
portfolio holdings and Securities transaction reports.

(b) All Affiliated Persons,  Access Persons,  Investment Personnel and Portfolio
Managers shall report any apparent  violations of the  prohibitions or reporting
requirements  contained  in  this  Code  of  Ethics  promptly  to the  Legal  or
Compliance Department.  The Legal or Compliance Department shall report any such
apparent  violations to the Chief Compliance  Officer and the President or Chief
Executive  Officer.  Such Chief  Executive  Officer or President,  or both, will
review the reports made and determine whether or not the Code of Ethics has been
violated  and shall  determine  what  sanctions,  if any,  should be  imposed in
addition to any that may already  have been  imposed.  On a quarterly  basis,  a
summary report of material violations of the Code and the sanctions imposed will
be made to the Board of Directors  or  Committee  of Directors  created for that
purpose.  In  reviewing  this  report,  the  Board  will  consider  whether  the
appropriate  sanctions  were  imposed.  When the Legal  Department  finds that a
transaction  otherwise  reportable  above could not  reasonably be found to have
resulted  in a fraud,  deceit or  manipulative  practice  in  violation  of Rule
17j-1(b), it may, in its discretion,  lodge a written memorandum of such finding
in lieu of reporting the transaction.

(c) All material purchases and sales  specifically  approved by the President or
Chief  Executive  Officer in  accordance  with Section  (I)(b)(D) of  Prohibited
Activities,  as  described  herein,  shall be  reported to the Board at its next
regular meeting.


                                       9


(d) The Board of Directors,  including a majority of independent Directors, must
approve  the  Fund's  Code,  as well as the Code of any  adviser  and  principal
underwriter.  If an adviser or underwriter makes a material changes to its Code,
the Board must approve the material  change within six months after the adoption
of such  change.  The Board must base its  approval  of a Code of  ethics,  or a
material  change  to a  Code,  upon  a  determination  that  the  Code  contains
provisions  reasonably  necessary to prevent "Access Persons" from violating the
anti-fraud provisions of the Rule 17j-1.

(e) At least once a year,  the Board must be provided a written report from each
Rule 17j-1  organization  that  describes  issues that arose during the previous
year under the Code or  procedures  applicable  to the Rule 17j-1  organization,
including,  but not limited  to, a summary of the  existing  procedures  and any
changes  during the past year,  information  about  material  Code or  procedure
violations and sanctions imposed in response to those material  violations,  and
any recommended changes to the Code based on past experience,  evolving industry
practice  or  developments  in  applicable  laws or  regulations.  In  addition,
annually and before the Board approves a material  change to the Code, the Board
must be provided with a written  report from each Rule 17j-1  organization  that
certifies  to the  Fund's  Board that the Rule 17j-1  organization  has  adopted
procedures reasonably necessary to prevent its Access Persons from violating its
Code of Ethics.


RECORDKEEPING

Please see Procedures  Regarding Books and Records To be Kept and Maintained for
Code of Ethics recordkeeping requirements.


                                       10


Appendix A - List of Mutual Funds/Collective  Investment Vehicles subject to the
Code of Ethics

o    All Delaware Investments Family of Funds
o    All Optimum Fund Trust Funds
o    AssetMark Tax-Exempt Fixed Income Fund
o    Consulting Group Capital Markets Funds - Large  Capitalization Value Equity
     Investments
o    Consulting Group Capital Markets Funds - Small  Capitalization Value Equity
     Investments
o    First Mercantile Trust Preferred Trust Fund
o    Lincoln Variable Insurance Product Trusts - LVIP Delaware Bond Fund
o    Lincoln Variable  Insurance  Product Trusts - LVIP Delaware Growth & Income
     Fund
o    Lincoln Variable Insurance Product Trusts - LVIP Delaware Managed Fund
o    Lincoln Variable Insurance Product Trusts - LVIP Money Market Fund
o    Lincoln Variable  Insurance Product Trusts - LVIP Delaware Social Awareness
     Fund
o    Lincoln  Variable   Insurance   Product  Trusts  -  LVIP  Delaware  Special
     Opportunities Fund
o    MassMutual Select Funds - MassMutual Select Aggressive Growth Fund
o    MassMutual Select Funds - MassMutual Select Emerging Growth Fund
o    MML Series Investment Fund - MML Emerging Growth Fund
o    PNC Capital Opportunities Fund
o    MetLife Investments Funds - MetLife Investment Small Company Stock Fund
o    MLIG Roszel/Delaware Small Cap Portfolio
o    MLIG Roszel/Delaware Trend Portfolio
o    Northern Equity Funds - Multi-Manager Large Cap Fund
o    Russell Investment Company - Select Growth Fund
o    Russell Investment Company - Fixed Income I/Russell Multi-Manager Bond Fund
o    Russell Investment Company - Fixed Income III Fund
o    Russell Investment Company - Multistrategy Bond Fund
o    Russell Investment Company - Tax-Exempt Bond Fund
o    Russell Trust Company - Russell Common Trust Core Bond Fund
o    Russell Trust Company - Russell Concentrated Aggressive Portfolio Fund
o    Russell Trust Company - Russell Growth Fund
o    Russell Trust Company - Russell International Fund
o    Russell Trust Company - Russell Long Duration Fixed Income Fund
o    Russell Company Limited - Russell Multi-Strategy Global Bond Fund
o    Russell Investments (Cayman) Limited - Russell Investment Company plc - The
     U.S. Bond Fund
o    Russell Company Limited - Integritas  Mutli-Manager  Fund plc - U.S. Equity
     Fund
o    SEI Global Investments Fund plc - US Large Cap Growth Fund
o    SEI Global Markets Fund plc - US Small Companies Fund
o    SEI Institutional Investments Trust - Large Cap Fund
o    SEI Institutional Investments Trust - Large Cap Diversified Alpha Fund
o    SEI Institutional Investments Trust - Small Cap Fund
o    SEI Institutional Investments Trust - Small/Mid Cap Equity Fund
o    SEI Institutional Managed Trust - Large Cap Diversified Alpha Fund
o    SEI Institutional Managed Trust - Large Cap Growth Fund
o    SEI Institutional Managed Trust - Small Cap Growth Fund
o    SEI Institutional Managed Trust - Tax Managed Large Cap Fund
o    SEI Institutional Managed Trust - Tax Managed Small Cap Fund
o    SEI Investments Group of Funds - U.S. Large Company Equity Fund
o    SEI Tax-Exempt Trust - Institutional Tax-Free Fund
o    Wilshire Mutual Funds, Inc. - Large Company Growth Portfolio

                                       11

EX-99.P 8 ex99p2.htm EX-99.p.2

                                                                       EX-99.p.2


                              DELAWARE INVESTMENTS


                                 CODE OF ETHICS


CREDO

It is the duty of all Delaware Investments employees,  officers and directors to
conduct  themselves with  integrity,  and at all times to place the interests of
Fund  shareholders and account holders first. In the interest of this credo, all
personal Securities  transactions will be conducted  consistent with the Code of
Ethics  and in such a manner as to avoid any  actual or  potential  conflict  of
interest or any abuse of an individual's  position of trust and  responsibility.
The  fundamental  standard  of this Code is that  personnel  should not take any
inappropriate advantage of their positions.

It is unlawful for certain persons,  including any employee, officer or director
of any Fund, investment adviser or principal underwriter, in connection with the
purchase or sale by such  person of a Security  held or to be acquired by a Fund
or an account:

(1)  To employ any device, scheme or artifice to defraud a Fund or an account;

(2)  To make any untrue  statement of a material fact to a Fund or an account or
     omit to state a material  fact  necessary  in order to make the  statements
     made to a Fund or an account,  in light of the  circumstances in which they
     are made, not misleading;

(3)  To engage in any act, practice or course of business that operates or would
     operate as a fraud or deceit on a Fund or an account; or

(4)  To  engage  in any  manipulative  practice  with  respect  to a Fund  or an
     account.

Rule 17j-1 of the  Investment  Company Act of 1940 also  requires that each Fund
(listed  on  Appendix  A),  Delaware  Investments'  Adviser,   sub-adviser,  and
principal  underwriter  adopt a  written  code of ethics  containing  provisions
reasonably  necessary  to  prevent  certain  persons  from  engaging  in acts in
violation of the above standard and shall use reasonable diligence and institute
procedures reasonably necessary to prevent violations of the Code.

This  Code of Ethics  is being  adopted  by the  following  Delaware  Investment
companies (collectively  "Delaware") in compliance with the requirements of Rule
17j-1 of the  Investment  Company Act of 1940 and Rule 204A-1 of the  Investment
Advisers Act of 1940,  to effect the purpose of the Credo set forth above and to
comply with the recommendations of the Investment Company  Institute's  Advisory
Group on Personal Investing:


                                       1


     DELAWARE MANAGEMENT BUSINESS TRUST
     DELAWARE CAPITAL MANAGEMENT
     DELAWARE MANAGEMENT COMPANY
     DELAWARE INVESTMENT ADVISERS
     DELAWARE LINCOLN CASH MANAGEMENT
     DELAWARE ASSET ADVISERS
     DELAWARE DISTRIBUTORS, L.P.
     RETIREMENT FINANCIAL SERVICES, INC.
     DELAWARE SERVICE COMPANY, INC.
     DELAWARE MANAGEMENT TRUST COMPANY

DEFINITIONS:

"Access  Person"  means (i) a  supervised  person  who has  access to  nonpublic
information  regarding clients' Securities  transactions,  is involved in making
Securities  recommendations to clients,  who has access to such  recommendations
that are  nonpublic,  or who has access to nonpublic  information  regarding the
portfolio  holdings of  affiliated  Funds (see  Appendix A); (ii) any  director,
officer,  general partner or Advisory Person of a Fund or of a Fund's investment
adviser; or (iii) any director, officer or general partner of a Fund's principal
underwriter who, in the ordinary course of business,  makes,  participates in or
obtains information regarding,  the purchase or sale of Securities by a Fund, or
whose  functions  or duties in the  ordinary  course of  business  relate to the
making of any  recommendation  to a Fund  regarding  the purchase or sale of its
Securities.  Those  persons  deemed  Access  Persons  will be  notified  of this
designation.

"Advisory Person" means (i) any director,  officer,  general partner or employee
of a Fund or investment adviser (or of any company in a control  relationship to
the Fund or an investment  adviser)  who, in connection  with his or her regular
functions or duties makes, participates in, or obtains information regarding the
purchase  or sale of  Securities  by a Fund,  or whose  functions  relate to the
making of any  recommendations  with respect to such purchase or sales,  or (ii)
any natural person in a control  relationship to a Fund or an investment adviser
who obtains information concerning  recommendations made to the Fund with regard
to the  purchase  or  sale  of  Securities  by a  Fund.  For  purposes  of  this
definition,  "control"  has the same meaning as set forth in Section  2(a)(9) of
the Investment Company Act of 1940.

"Affiliated  Person"  means any  officer,  director,  partner,  or employee of a
Delaware Fund or any subsidiary of Delaware  Management  Holdings,  Inc. and any
other person so designated by the Compliance Department.

"Beneficial  ownership"  shall be as defined  in  Section  16 of the  Securities
Exchange  Act of 1934  and  the  rules  and  regulations  thereunder.  Generally
speaking,   a  person  who,  directly  or  indirectly,   through  any  contract,
arrangement, understanding, relationship or otherwise, has or shares a direct or
indirect  pecuniary  interest  in a  Security,  is a  "beneficial  owner" of the
Security.  For example, a person is normally regarded as the beneficial owner of
Securities  held by  members of his or her  immediate  family  sharing  the same
household.  Additionally,  ownership of derivative  Securities  such as options,
warrants  or  convertible  Securities  which  confer  the right to


                                       2


acquire  the  underlying  Security  at  a  fixed  price  constitutes  Beneficial
Ownership of the underlying Security itself.

"Control"  shall mean  investment  discretion  in whole or in part of an account
regardless  of Beneficial  Ownership,  such as an account for which a person has
power of attorney or authority to effect transactions.

"De Minimis Purchases or Sales" shall mean purchases or sales by covered persons
of up to 500 shares of stock in a company that is in the Standard and Poor's 500
Index provided that Delaware has not traded more than 10,000 shares of that same
stock  during the last two  trading  days and there are no open  orders for that
stock on the Trading Desk.

"Director" shall mean any person who serves as a director or trustee of any Fund
(listed on Appendix A) that is advised by Delaware.

"High Quality  Short-Term Debt Instruments" shall mean any instrument that has a
maturity  at  issuance of less that 366 days and that is rated in one of the two
highest  rating  categories  by  a  Nationally  Recognized   Statistical  Rating
Organization.

"Investment  Personnel"  means any employee of a Fund, an investment  adviser or
affiliated  company,  other than a Portfolio  Manager  who, in  connection  with
his/her  regular  functions or duties,  makes, or participates in the making of,
investment decisions affecting an investment company, and any control person who
obtains information  concerning the recommendation of Securities for purchase or
sale by a Fund or an account.  Investment  Personnel  also include the staff who
support a Portfolio Manager including analysts,  administrative assistants, etc.
Investment Personnel by definition are Access Persons.

"Managed  Accounts"  means an account that is  professionally  managed through a
wrap program.  Managed  Accounts  require  pre-approval  through the  Compliance
Department  prior to starting up the account.  The  Compliance  Department  will
consider the facts and circumstances of the account, including the functions and
duties of the employees,  when approving or denying such accounts.  In addition,
preclearance is exempt with Managed Accounts,  however, all trades still require
reporting and duplicate  statements and confirmations are required to be sent to
the Compliance  Department.  Preclearance is only exempt for trades initiated by
the wrap manager. All trades initiated by the employee require preclearance.

"Portfolio  Manager"  means any person who, in connection  with his/her  regular
functions  or  duties,  makes or  participates  in,  the  making  of  investment
decisions effecting an investment company. Portfolio Manager includes all equity
analysts and fixed income  research  analysts and traders  (excluding  municipal
bond,  money market and private  placement).  Analysts or traders from  excluded
teams  may  be  included  under  the  definition  of  Portfolio  Manager  at the
discretion of the Chief Compliance Officer. Portfolio Managers by definition are
Access Persons.

"Security"  shall  have the  meaning  as set forth in  Section  2(a)(36)  of the
Investment  Company Act of 1940,  except  that it shall not  include  Securities
issued or guaranteed by the government of the United States or by any , bankers'
acceptances,  bank  certificates  of deposit,  commercial  paper,  High


                                       3


Quality Short-Term Debt Instruments including repurchase  agreements,  shares of
open-end registered  investment companies (other than non-money market Funds for
which Delaware Investments is the adviser and sub-adviser,  see Appendix A for a
list of these  Funds),  and  municipal  fund  Securities  (i.e.  529 Plans).  In
addition,  the  purchase,  sale  or  exercise  of a  derivative  Security  shall
constitute the purchase or sale of the  underlying  Security.  Federal  agencies
(e.g., Fannie Mae and Freddie Mae) instruments are subject to the Code of Ethics
preclearance  and reporting  requirements.  Preclearance  of all Corporate Bonds
shall be done on an issuer basis instead of on a mere cusip basis.  However, the
purchase  or sale of the debt  instrument  of an issuer  which does not give the
holder the right to  purchase  the  issuer's  stock at a fixed  price,  does not
constitute a purchase or sale of the issuer's stock.  Security being "considered
for purchase or sale" or "being  purchased or sold" means when a  recommendation
to purchase or sell the Security or an option to purchase or sell a Security has
been made and  communicated  to the Trading  Desk and with respect to the person
making the recommendation,  when such person seriously considers making, or when
such person  knows or should know that another  person is seriously  considering
making, such a recommendation.

Security  "held or to be acquired" by an account  means (i) any Security  which,
within  the most  recent  fifteen  days  (a) is or has been  held by the Fund or
account;  or (b) is  being,  or  has  been,  considered  by the  account  or its
investment  adviser for purchase by the Fund or account;  and (ii) any option to
purchase  or sell,  and any  Security  convertible  into or  exchangeable  for a
Security.

PROHIBITED ACTIVITIES

I.   The following restrictions apply to all Affiliated Persons, Access Persons,
     Investment Personnel and Portfolio Managers.

(a) No  Affiliated  Person,  Access  Person,  Investment  Personnel or Portfolio
Manager  shall  engage in any act,  practice or course of  conduct,  which would
violate the  provisions of Rule 17j-1 set forth above,  or any other  applicable
federal securities laws.

(b) No  Affiliated  Person,  Access  Person,  Investment  Personnel or Portfolio
Manager shall purchase or sell,  directly or  indirectly,  any Security which to
his/her knowledge is being actively considered for purchase or sale by Delaware;
except that this prohibition shall not apply to:

     (A)  purchases  or sales that are  nonvolitional  on the part of either the
     Person or the Account;
     (B) purchases which are part of an automatic dividend reinvestment plan;
     (C) purchases  effected upon the exercise of rights issued by an issuer pro
     rata to all holders of a class of its Securities, to the extent such rights
     were acquired from such issuer, and sales of such rights so acquired;
     (D) other  purchases  and sales  specifically  approved by the President or
     Chief Executive Officer,  with the advice of the General Counsel and/or the
     Compliance   Director,   and  deemed  appropriate  because  of  unusual  or
     unforeseen circumstances.  A list of Securities excepted will be maintained
     by the Compliance Department.
     (E) purchases or sales made by a wrap manager in an Affiliated  Person's or
     Access Person's Managed  Account,  provided that such purchases or sales do
     not reflect a pattern of conflict.


                                       4


(c) Except for trades  that meet the  definition  of de minimis,  no  Affiliated
Person,  Access Person,  Investment Personnel or Portfolio Manager may execute a
buy or sell order for an account in which he or she has Beneficial  Ownership or
Control until the third trading day following the execution of a Delaware buy or
sell order in that same  Security.  All trades  that meet the  definition  of de
minimus,  however,  must first be  precleared  by the  Compliance  Department in
accordance with Section I(g) below.

(d) No  Affiliated  Person or Access  Person  may  purchase  an  initial  public
offering (IPO) without first receiving preclearance.

(e) No  Affiliated  Person,  Access  Person,  Investment  Personnel or Portfolio
Manager may purchase any private placement without express PRIOR written consent
by the Compliance Department.  This prior approval will take into account, among
other factors,  whether the investment opportunity should be reserved for a Fund
or an account and whether the opportunity is being offered to a person by virtue
of his or her position with Delaware. All private placement holdings are subject
to  disclosure to the  Compliance  Department.  Any  Affiliated  Person,  Access
Person, Investment Personnel or Portfolio Manager that holds a private placement
must receive  permission from the Compliance or Legal  Departments  prior to any
participation by such person in Delaware's consideration of an investment in the
same issuer. In such  circumstances,  Delaware's decision to purchase securities
of the issuer will be subject to an independent  review by Investment  Personnel
with no personal interest in the issuer.

(f) Despite any fault or  impropriety,  any  Affiliated  Person,  Access Person,
Investment  Personnel  or  Portfolio  Manager who  executes a buy or sell for an
account in which he/she has  Beneficial  Ownership or Control  either (i) before
the third trading day  following  the execution of a Delaware  order in the same
Security,  or (ii) when there are pending  orders for a Delaware  transaction as
reflected  on the open order  blotter,  shall  forfeit any profits  made (in the
event of purchases) or loss avoided (in the event of sales), whether realized or
unrealized,  in the period from the date of the personal  transaction to the end
of the proscribed trading period.  Payment of the amount forfeited shall be made
by check or in cash to a charity of the person's  choice and a copy of the check
or receipt must be forwarded to the Compliance Department.

(g) Except for Managed Accounts meeting the provisions of Section I(b)(E) above,
each  Affiliated  Person or Access  Person's  personal  transactions,  including
transactions that may be considered de minimus,  must be precleared by using the
Personal Transaction System. The information must be submitted prior to entering
any orders for personal transactions. Preclearance is only valid for the day the
request  is  submitted.  If  the  order  is  not  executed  the  same  day,  the
preclearance  request  must be  resubmitted.  Regardless  of  preclearance,  all
transactions  remain  subject to the  provisions of (f) above.  PRECLEARANCE  OF
FIXED INCOME  SECURITIES  MUST BE RECEIVED  DIRECTLY FROM A COMPLIANCE  OFFICER.
(Systematic preclearance is not available for fixed income securities.)

(h) All Mutual Funds that are now subject to the Code of Ethics will be required
to be held for a minimum of 60 days before selling the Fund at a profit. Closing
positions at a loss is not prohibited.


                                       5


II.  In  addition  to  the  requirements  noted  in  Section  I,  the  following
     additional  restrictions  apply to all  Investment  Personnel and Portfolio
     Managers.

(a)  All  Investment  Personnel  and  Portfolio  Managers  are  prohibited  from
purchasing any initial public offering (IPO).

(b)  Short  term  trading  resulting  in a profit  is  prohibited.  All  opening
positions  must be held for a period of 60 days, in the  aggregate,  before they
can be closed at a profit.  Any short term  trading  profits  are subject to the
disgorgement  procedures  outlined  above  and at the  maximum  level of  profit
obtained.  The closing of positions at a loss is not  prohibited.  Stock Options
are also included in the 60 day holding period.

(c)  All  Investment  Personnel  and  Portfolio  Managers  are  prohibited  from
receiving  anything  of more than a de  minimis  value from any person or entity
that does business  with or on behalf of any account or client.  Things of value
may  include,  but  not  be  limited  to,  travel  expenses,  special  deals  or
incentives.

(d) All  Investment  Personnel  and  Portfolio  Managers  require  PRIOR written
approval  from the Legal or Compliance  Department  before they may serve on the
board of directors of any public company.

III. In addition to the  requirements  noted in Sections I and II, the following
     additional restrictions apply to all Portfolio Managers.

(a) No  Portfolio  Manager  may  execute a buy or sell order for an account  for
which he/she has Beneficial Ownership within seven calendar days before or after
an investment  company or separate  account that he/she  manages  trades in that
Security.

(b) Despite  any fault or  impropriety,  any  Portfolio  Manager who  executes a
personal  transaction  within seven  calendar days before or after an investment
company or separate  account that he/she manages trades in that Security,  shall
forfeit any profits  made (in the event of  purchases)  or loss  avoided (in the
event of sales), whether realized or unrealized,  in the period from the date of
the personal transaction to the end of the prescribed trading period. Payment of
the  amount  forfeited  shall be made by check  or in cash to a  charity  of the
person's  choice and a copy of the check or  receipt  must be  forwarded  to the
Compliance Department.


REQUIRED REPORTS

I.   The following  reports are required to be made by all  Affiliated  Persons,
     Access Persons, Investment Personnel, Portfolio Managers.

(a) Disclose  brokerage  relationships  at employment and at the time of opening
any new account.

(b) Direct their  brokers to supply to the  Compliance  Department,  on a timely
basis,  duplicate copies of all  confirmations and statements for all Securities
accounts and Managed Accounts. Where


                                       6


possible,  such confirmations and statements should be forwarded  electronically
to the Compliance Department. The Compliance Department, from time to time, will
compare such confirmations and statements against precleared transactions in the
Personal Transaction System to monitor compliance with the Code.

(c) All Delaware  Investments  Mutual Funds and Optimum Fund Trust accounts will
be required to be held in-house.

(d) Each quarter,  no later than 20 days after the end of the calendar  quarter,
submit to the Compliance  Department a personal  transaction summary showing all
transactions  in  Securities  in accounts  which such person has or acquires any
direct or indirect Beneficial  Ownership.  Any transactions effected pursuant to
an Automatic Investment Plan, however,  need not be reported.  Each Director who
is not an  interested  person  shall  submit  the  quarterly  reports  only  for
transactions  where at the time of the  transaction the Director knew, or in the
ordinary  course of  fulfilling  his official  duties as a Director  should have
known, that during the fifteen day period  immediately  before or after the date
of the  transaction  by the  Director,  such Security was purchased or sold by a
Fund or its investment adviser or was being considered for purchase or sale by a
Fund or its investment adviser.

Every report will contain the following information:

     (i) the date of the  transaction,  the title and type of the Security,  the
     exchange  ticker symbol or CUSIP number,  if applicable,  the interest rate
     and  maturity  date,  if  applicable,  and the  number  of  shares  and the
     principal amount of each Security involved;
     (ii) the nature of the transaction (i.e., purchase,  sale or any other type
     of acquisition or disposition);
     (iii) the price at which the transaction was effected;
     (iv) the name of the broker, dealer or bank effecting the transaction;
     (v) for any account established by such person in which any Securities were
     held during the quarter for the direct or indirect  benefit of such person,
     the  name  of the  broker,  dealer  or  bank  with  whom  the  account  was
     established and the date the account was established; and
     (vi) the date that the report is submitted to the Compliance Department.

(e) All Affiliated Persons,  Access Persons,  Investment Personnel and Portfolio
Managers must,  initially upon receipt of this Code, upon receipt of any and all
amendments to this Code, and annually,  certify that they have  received,  read,
understand  and  complied  with  this  Code of  Ethics  and all  disclosure  and
reporting requirements contained therein.

II.  In  addition  to the above  reporting  requirements,  all  Access  Persons,
     Investment  Personnel and Portfolio  Managers (other than Directors who are
     not Interested Persons) must:

(a)  Provide an initial holdings report no later than 10 days upon  commencement
     of employment that discloses  information regarding all personal Securities
     holdings,  including (i) the title,  type,  exchange ticker symbol or CUSIP
     number,  if  applicable,  the number of shares and the principal  amount of
     each Security;  (ii) the name of any broker,  dealer or bank with whom such
     person  maintains  an  account  in which any  Securities  were held for the
     direct  or  indirect  benefit  of  such


                                       7


     person as of the date of the commencement of employment, and (iii) the date
     that the report was  submitted to the  Compliance  Department.  This report
     must be current as of a date no more than 45 days  before the  commencement
     of employment.

(b)  Provide an annual  holdings  report  containing  information  regarding all
     personal  Securities  holdings,  including  (i) the title,  type,  exchange
     ticker symbol or CUSIP number, if applicable,  the number of shares and the
     principal amount of each Security;  (ii) the name of any broker,  dealer or
     bank with whom such  person  maintains  an account in which any  Securities
     were held for the direct or indirect benefit of such person,  and (iii) the
     date that the report  was  submitted  to the  Compliance  Department.  This
     report  must be current as of a date no more than 45 days before the report
     is submitted and must be submitted at least annually.

SANCTIONS/VIOLATIONS

Strict  compliance with the provisions of the Code of Ethics is considered to be
a basic provision of your employment.  Any violation of the Code of Ethics by an
employee will be considered serious and may result in disciplinary action, which
may include, but is not limited to unwinding of trades, disgorgement of profits,
warning,  monetary fine or censure,  suspension of personal trading  privileges,
and suspension or termination  of employment.  Repeated  offenses will likely be
subject to additional sanctions of increasing severity.


ADMINISTRATIVE PROCEDURES

(a) The Compliance  Department of Delaware will identify all Affiliated Persons,
Access Persons, Investment Personnel and Portfolio Managers and will notify them
of this  classification  and their  obligations  under this Code. The Compliance
Department  will ensure that all such  persons  initially  receive a copy of the
Code of Ethics and any and all  subsequent  amendments  thereto.  The Compliance
Department   will  also  maintain   procedures   regarding  the  review  of  all
notifications  and reports  required to be made pursuant to Rule 17j-1 under the
Investment Company Act of 1940, Rule 204A-1 under the Investment Advisers Act of
1940, or this Code and the Compliance  Department will review all  notifications
and reports, such as portfolio holdings and Securities transaction reports.

(b) All Affiliated Persons,  Access Persons,  Investment Personnel and Portfolio
Managers shall report any apparent  violations of the  prohibitions or reporting
requirements  contained  in  this  Code  of  Ethics  promptly  to the  Legal  or
Compliance Department.  The Legal or Compliance Department shall report any such
apparent  violations to the Chief Compliance  Officer and the President or Chief
Executive  Officer.  Such Chief  Executive  Officer or President,  or both, will
review the reports made and determine whether or not the Code of Ethics has been
violated  and shall  determine  what  sanctions,  if any,  should be  imposed in
addition to any that may already  have been  imposed.  On a quarterly  basis,  a
summary report of material violations of the Code and the sanctions imposed will
be made to the Board of Directors  or  Committee  of Directors  created for that
purpose.  In  reviewing  this  report,  the  Board  will  consider  whether  the
appropriate  sanctions  were  imposed.  When the Legal  Department  finds that a
transaction  otherwise  reportable  above could not  reasonably be found


                                       8


to have  resulted in a fraud,  deceit or  manipulative  practice in violation of
Rule 17j-1(b),  it may, in its  discretion,  lodge a written  memorandum of such
finding in lieu of reporting the transaction.

(c) All material purchases and sales  specifically  approved by the President or
Chief  Executive  Officer in  accordance  with Section  (I)(b)(D) of  Prohibited
Activities,  as  described  herein,  shall be  reported to the Board at its next
regular meeting.

(d) The Board of Directors,  including a majority of independent Directors, must
approve  the  Fund's  Code,  as well as the Code of any  adviser  and  principal
underwriter.  If an adviser or underwriter makes a material changes to its Code,
the Board must approve the material  change within six months after the adoption
of such  change.  The Board must base its  approval  of a Code of  ethics,  or a
material  change  to a  Code,  upon  a  determination  that  the  Code  contains
provisions  reasonably  necessary to prevent  "Access Persons from violating the
anti-fraud provisions of the Rule 17j-1.

(e) At least once a year,  the Board must be provided a written report from each
Rule 17j-1  organization  that  describes  issues that arose during the previous
year under the Code or  procedures  applicable  to the Rule 17j-1  organization,
including,  but not limited  to, a summary of the  existing  procedures  and any
changes  during the past year,  information  about  material  Code or  procedure
violations and sanctions imposed in response to those material  violations,  and
any recommended changes to the Code based on past experience,  evolving industry
practice  or  developments  in  applicable  laws or  regulations.  In  addition,
annually and before the Board approves a material  change to the Code, the Board
must be provided with a written  report from each Rule 17j-1  organization  that
certifies  to the  Fund's  Board that the Rule 17j-1  organization  has  adopted
procedures reasonably necessary to prevent its Access Persons from violating its
Code of Ethics.

RECORDKEEPING

Please see Procedures  Regarding Books and Records To be Kept and Maintained for
Code of Ethics recordkeeping requirements.


                                       9


Appendix A - List of Mutual Funds/Collective  Investment Vehicles subject to the
Code of Ethics

o    All Delaware Investments Family of Funds
o    All Optimum Fund Trust Funds
o    AssetMark Tax-Exempt Fixed Income Fund
o    Consulting Group Capital Markets Funds - Large Capitalization Growth Equity
     Investments
o    Consulting Group Capital Markets Funds - Small  Capitalization Value Equity
     Investments o First Mercantile Trust Preferred Trust Fund
o    Lincoln Variable Insurance Product Trusts - LVIP Delaware Bond Fund
o    Lincoln Variable  Insurance  Product Trusts - LVIP Delaware Growth & Income
     Fund
o    Lincoln Variable Insurance Product Trusts - LVIP Delaware Managed Fund
o    Lincoln Variable Insurance Product Trusts - LVIP Money Market Fund
o    Lincoln Variable  Insurance Product Trusts - LVIP Delaware Social Awareness
     Fund
o    Lincoln  Variable   Insurance   Product  Trusts  -  LVIP  Delaware  Special
     Opportunities Fund
o    MassMutual Select Funds - MassMutual Select Aggressive Growth Fund
o    MassMutual Select Funds - MassMutual Select Emerging Growth Fund
o    MML Series Investment Fund - MML Emerging Growth Fund
o    PNC Capital Opportunities Fund
o    MetLife Investments Funds - MetLife Investment Small Company Stock Fund
o    MLIG Roszel/Delaware Small Cap Portfolio
o    MLIG Roszel/Delaware Trend Portfolio
o    Northern Equity Funds - Multi-Manager Large Cap Fund
o    Russell Investment Company - Select Growth Fund
o    Russell Investment Company - Fixed Income I/Russell Multi-Manager Bond Fund
o    Russell Investment Company - Fixed Income III Fund
o    Russell Investment Company - Multistrategy Bond Fund
o    Russell Investment Company - Tax-Exempt Bond Fund
o    Russell Trust Company - Russell Common Trust Core Bond Fund
o    Russell Trust Company - Russell Concentrated Aggressive Portfolio Fund
o    Russell Trust Company - Russell Growth Fund
o    Russell Trust Company - Russell International Fund
o    Russell Trust Company - Russell Long Duration Fixed Income Fund
o    Russell Company Limited - Russell Multi-Strategy Global Bond Fund
o    Russell Investments (Cayman) Limited - Russell Investment Company plc - The
     U.S. Bond Fund
o    Russell Company Limited - Integritas  Mutli-Manager  Fund plc - U.S. Equity
     Fund
o    SEI Global Investments Fund plc - US Large Cap Growth Fund
o    SEI Global Markets Fund plc - US Small Companies Fund
o    SEI Institutional Investments Trust - Large Cap Fund
o    SEI Institutional Investments Trust - Large Cap Diversified Alpha Fund
o    SEI Institutional Investments Trust - Small Cap Fund
o    SEI Institutional Investments Trust - Small/Mid Cap Equity Fund
o    SEI Institutional Managed Trust - Large Cap Diversified Alpha Fund


                                       10


o    SEI Institutional Managed Trust - Large Cap Growth Fund
o    SEI Institutional Managed Trust - Small Cap Growth Fund
o    SEI Institutional Managed Trust - Tax Managed Large Cap Fund
o    SEI Institutional Managed Trust - Tax Managed Small Cap Fund
o    SEI Investments Group of Funds - U.S. Large Company Equity Fund
o    SEI Tax-Exempt Trust - Institutional Tax-Free Fund
o    Wilshire Mutual Funds, Inc. - Large Company Growth Portfolio


                                       11

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