485BPOS

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
			File No. 002-87910
			File No. 811-03910
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933				/X/
	Pre-Effective Amendment No.			/ /
	Post-Effective Amendment No.	44		/X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940				/X/
	Amendment No.	45
VOYAGEUR TAX FREE 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:			December 29, 2008
It is proposed that this filing will become effective:
/ /	immediately upon filing pursuant to paragraph (b)
/X/	on December 29, 2008 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. 44 to Registration File No. 002-87910 includes the following:

1.	Facing Page
2.	Contents Page
3.	Part A – Prospectus (1)
4.	Part B - Statement of Additional Information (1)
5.	Part C - Other Information (2)
6.	Signatures
7.	Exhibits

This Post-Effective Amendment relates to the Class A, B and C shares of the Registrant's one series, Delaware Tax-Free Minnesota Fund.

(1)	The Registrant's Prospectus and Statement of Additional Information is incorporated into this filing by reference to the electronic filing of Post-Effective Amendment No. 35 to the Registration Statement on Form N-1A of Voyageur Mutual Funds, File No. 033-63238, filed December 29, 2008.
(2)	Items 26 and 27 to Part C are incorporated into this filing by reference to the electronic filing of Post- Effective Amendment No. 35 to the Registration Statement on Form N-1A of Voyageur Mutual Funds, File No. 033-63238, filed December 29, 2008.

PART C
(Voyageur Tax Free Funds)
File Nos. 002-87910/811-03910
Post-Effective Amendment No. 44

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. 33 filed August 16, 1999.
	(2)	Executed Certificate of Trust (December 17, 1998) incorporated into this filing by reference to Post-Effective Amendment No. 33 filed August 16, 1999.
	(3)	Executed Certificate of Amendment (November 15, 2006) to the Agreement and Declaration of Trust incorporated into this filing by reference to Post-Effective Amendment No. 43 filed December 28, 2007.
(b)	By-Laws. Amended and Restated By-Laws (November 16, 2006) incorporated into this filing by reference to Post-Effective Amendment No. 43 filed December 28, 2007.
(c)	Instruments Defining Rights of Security Holders.
	(1)	Agreement and Declaration of Trust. Articles III, IV, V and VI of the Agreement and Declaration of Trust (December 17, 1998) incorporated into this filing by reference to Post-Effective Amendment No. 33 filed August 16, 1999.
	(2)	By-Laws. Article II of the Amended and Restated By-Laws (November 16, 2006) incorporated into this filing by reference to Post-Effective Amendment No. 43 filed December 28, 2007.
(d)	Investment Advisory Contracts.
	(1)	Executed Investment Management Agreement (November 1, 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. 35 filed October 30, 2000.
	(2)	Executed Investment Advisory Expense Limitation Letter (December 2008) between Delaware Management Company (a series of Delaware Management Business Trust) and Registrant attached as Exhibit No. EX-99.d.2.
(e)	Underwriting Contracts.
	(1)	Distribution Agreements.
		(i)	Executed Distribution Agreement (April 19, 2001) between Delaware Distributors, L.P. and the Registrant on behalf of the Fund incorporated into this filing by reference to Post-Effective Amendment No. 36 filed October 31, 2001.

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	(2)	Financial Intermediary Distribution Agreement.
		(i)	Executed Third Amended and Restated Financial Intermediary Distribution Agreement (January 1, 2007) between Delaware Distributors, L.P. and Lincoln Financial Distributors, Inc. incorporated into this filing by reference to Post-Effective Amendment No. 43 filed December 28, 2007.
	(3)	Dealer's Agreement (January 2001) incorporated into this filing by reference to Post- Effective Amendment No. 37 filed November 18, 2002.
	(4)	Vision Mutual Fund Gateway® Agreement (November 2000) incorporated into this filing by reference to Post-Effective Amendment No. 37 filed November 18, 2002.
	(5)	Registered Investment Advisers Agreement (January 2001) incorporated into this filing by reference to Post-Effective Amendment No. 37 filed November 18, 2002.
	(6)	Bank/Trust Agreement (August 2004) incorporated into this filing by reference to Post- Effective Amendment No. 39 filed December 3, 2004.
(f)	Bonus or Profit Sharing Contracts. Not applicable.
(g)	Custodian Agreements.
	(1)	Executed Mutual Fund Custody and Services Agreement (July 20, 2007) between The Bank of New York Mellon (formerly, Mellon Bank, N.A.) and the Registrant attached as Exhibit No. EX-99.g.1.
(h)	Other Material Contracts.
	(1)	Executed Shareholder Services Agreement (April 19, 2001) between Delaware Service Company, Inc. and the Registrant on behalf of the Fund incorporated into this filing by reference to Post-Effective Amendment No. 36 filed October 31, 2001.
		(i)	Executed Amendment Letter (August 23, 2002) to the Shareholder Services Agreement incorporated into this filing by reference to Post-Effective Amendment No. 38 filed October 31, 2003.
		(ii)	Executed Schedule B (June 2008) to the Shareholder Services Agreement attached as Exhibit No. EX-99.h.1.ii.
	(2)	Executed Fund Accounting and Financial Administration Services Agreement (October 1, 2007) between The Bank of New York Mellon (formerly, Mellon Bank, N.A.) and the Registrant incorporated into this filing by reference to Post-Effective Amendment No. 43 filed December 28, 2007.
	(3)	Executed Fund Accounting and Financial Administration Oversight Agreement (October 1, 2007) between Delaware Service Company, Inc. and the Registrant incorporated into this filing by reference to Post-Effective Amendment No. 43 filed December 28, 2007.
(i)	Legal Opinion. Opinion and Consent of Counsel (August 5, 1999) incorporated into this filing by reference to Post-Effective Amendment No. 33 filed August 16, 1999.
(j)	Other Opinions. Consent of Independent Registered Public Accounting Firm (December 2008) attached as Exhibit No. EX-99.j.

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(k)	Omitted Financial Statements. Not applicable.
(l)	Initial Capital Agreements. Not applicable.
(m)	Rule 12b-1 Plan. Plans under Rule 12b-1 for Class A, B and C (April 19, 2001) incorporated into this filing by reference to Post-Effective Amendment No. 36 filed October 31, 2001.
(n)	Rule 18f-3 Plan.
	(1) Plan under Rule 18f-3 (August 31, 2006) attached as Exhibit No. EX-99.n.1.

(i)      Appendix A (November 19, 2008) to Plan under Rule 18f-3 attached as Exhibit No. EX- 99.n.1.i.

(o)	Reserved.
(p)	Codes of Ethics.
	(1)	Code of Ethics for the Delaware Investments Family of Funds (August 2008) 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.) (August 2008) 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. 43 filed December 28, 2007.
(q)	Other. Powers of Attorney (May 17, 2007) incorporated into this filing by reference to Post- Effective Amendment No. 43 filed December 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
	incorporated into this filing by reference to Post-Effective Amendment No. 43 filed December 28, 2007.
	Article VI of the Amended and Restated By-Laws (November 16, 2006) incorporated into this filing by
	reference to Post-Effective Amendment No. 43 filed December 28, 2007.
Item   26.	Business and Other Connections of the Investment Adviser. Incorporated into this filing by reference to
	Post-Effective Amendment No. 33 to the Registration Statement on Form N-1A of Voyageur Mutual
	Funds, File No. 033-63238, filed December 29, 2008.
Item   27.	Principal Underwriters. Incorporated into this filing by reference to Post-Effective Amendment No. 33 to
	the Registration Statement on Form N-1A of Voyageur Mutual Funds, File No. 033-63238, filed
	December 29, 2008.
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.
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	& nbsp;

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 29th day of December, 2008.

VOYAGEUR TAX FREE 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 Executive Officer	December 29, 2008
Patrick P. Coyne		(Principal Executive Officer) and Trustee
Thomas L. Bennett	*	Trustee	December 29, 2008
Thomas L. Bennett
John A. Fry	*	Trustee	December 29, 2008
John A. Fry
Anthony D. Knerr	*	Trustee	December 29, 2008
Anthony D. Knerr
Lucinda S. Landreth	*	Trustee	December 29, 2008
Lucinda S. Landreth
Ann R. Leven	*	Trustee	December 29, 2008
Ann R. Leven
Thomas F. Madison	*	Trustee	December 29, 2008
Thomas F. Madison
Janet L. Yeomans	*	Trustee	December 29, 2008
Janet L. Yeomans
J. Richard Zecher	*	Trustee	December 29, 2008
J. Richard Zecher
Richard Salus	*	Senior Vice President/Chief Financial Officer	December 29, 2008
Richard Salus		(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)
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

EXHIBITS
TO
FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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INDEX TO EXHIBITS
(Voyageur Tax Free Funds N-1A)
Exhibit No.	Exhibit
EX-99.d.2	Executed Investment Advisory Expense Limitation Letter (December 2008) between Delaware
Management Company (a series of Delaware Management Business Trust) and Registrant
EX-99.g.1	Executed Mutual Fund Custody and Services Agreement (July 20, 2007) between The Bank of New York
	Mellon (formerly, Mellon Bank, N.A.) and the Registrant
EX-99.h.1.ii	Executed Schedule B (June 2008) to the Shareholder Services Agreement
EX-99.j	Consent of Independent Registered Public Accounting Firm (December 2008)
EX-99.n.1	Plan under Rule 18f-3 (August 31, 2006)
EX-99.n.1.i	Appendix A (November 19, 2008) to Plan under Rule 18f-3
EX-99.p.1	Code of Ethics for the Delaware Investments Family of Funds (August 2008)
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.) (August 2008)

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EX-99.D ADVSR CONTR

EX-99d.2

Delaware Management Company
2005 Market Street
Philadelphia, PA 19103

December 24, 2008

Voyageur Insured Funds
Voyageur Intermediate Tax Free Funds
Voyageur Mutual Funds
Voyageur Mutual Funds II
Voyageur Tax-Free Funds
Delaware Group Tax-Free Fund
2005 Market Street
Philadelphia, PA 19103

Re: Expense Limitations

Ladies and Gentlemen:

     By our execution of this letter agreement (the “Agreement”), intending to be legally bound hereby, Delaware Management Company, a series of Delaware Management Business Trust (the “Manager”), agrees that in order to improve the performance of the municipal bond funds listed in the table below (collectively, the “Funds”), the Manager shall waive all or a portion of its investment advisory fees and/or reimburse 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 (collectively, “non-routine expenses”)) in an aggregate amount equal to the amount by which the Funds’ respective t otal 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) exceed the amounts indicated below for the period January 1, 2009 through December 31, 2009. For purposes of this Agreement, non-routine expenses may also include such additional costs and expenses as may be agreed upon from time to time by the Funds’ Boards and the Manager. Inverse floater program expenses include, but are not limited to, interest expense, remarketing fees, liquidity fees, and trustees’ fees from a Fund’s participation in inverse floater programs where it has transferred its own bonds to a trust that issues the inverse floaters.

Registrant/Fund	Expense Limitation
Voyageur Insured Funds
Delaware Tax-Free Arizona Fund	0.50%
Voyageur Intermediate Tax Free Funds
Delaware Tax-Free Minnesota Intermediate Fund	0.60%
Voyageur Mutual Funds
Delaware Minnesota High-Yield Municipal Bond Fund	0.64%
Delaware National High-Yield Municipal Bond Fund	0.65%
Delaware Tax-Free California Fund	0.63%
Delaware Tax-Free Idaho Fund	0.65%
Delaware Tax-Free New York Fund	0.60%
Voyageur Mutual Funds II
Delaware Tax-Free Colorado Fund	0.64%
Voyageur Tax-Free Funds
Delaware Tax-Free Minnesota Fund	0.67%
Delaware Group Tax-Free Fund
Delaware Tax-Free USA Fund	0.60%
Delaware Tax-Free USA Intermediate Fund	0.60%

     The Manager acknowledges that it (1) shall not be entitled to collect on, or make a claim for, waived fees at any time in the future, and (2) shall not be entitled to collect on, or make a claim for, reimbursed Fund expenses at any time in the future.

Delaware Management Company, a series of Delaware Management Business Trust

By: /s/ Philip N. Russo
Name: Philip N. Russo
Title: Executive Vice President & Chief Administrative Officer

Your signature below acknowledges
acceptance of this Agreement:

Voyageur Insured Funds
Voyageur Intermediate Tax Free Funds
Voyageur Mutual Funds
Voyageur Mutual Funds II
Voyageur Tax-Free Funds
Delaware Group Tax-Free Fund

By: /s/Patrick P. Coyne
Name: Patrick P. Coyne
Title: President & Chief Executive Officer
Date: December 24, 2008

EX-99.G CUST AGREEMT

EX-99.g.1 

Final Execution Version                                                                      Delaware Funds

MUTUAL FUND CUSTODY AND
SERVICES AGREEMENT

     THIS AGREEMENT, effective as of the 20^th 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.

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.

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.

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 ass ets 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

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

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

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

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 su bcustodian, 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

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.

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

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

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 th e 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

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 Sec urities 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

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.

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 su ch 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.

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 fai th 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

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 reas onable 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 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;

     (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, pr operty, 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

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.

     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 del ivered 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.

     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, 19^th 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.

     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]

Final 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

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

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

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

Kayann Johnson		/s/ Kayann Johnson
Assistant Vice President
John Leszczynski		/s/ John Leszczynski
Assistant Vice President
Lisa Howard		/s/ Lisa Howard
Assistant Vice President
Kara Wagner		/s/ Kara Wagner
Assistant Vice President
Danny Grune		/s/ Danny Grune
Assistant Vice President
	By:	/s/ David F. Connor
		Secretary
	Dated:

Final 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

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
Zoë 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

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

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
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

Van Tran Cindy Lindenberg Dennis Norman Assistant Vice President/Research Analyst Senior Compliance Officer Tax Compliance Officer

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

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.

GRAPHIC OMITTED - Current Subcustodial Network

TOTAL MARKETS INCLUDED IN MELLON GLOBAL SECURITIES SERVICES' NETWORK 83

Country	Bank	Start	Depository
	(Year agent bank relationship	Date
	established)
Argentina	Citibank, Buenos Aires (2007)	1990	Caja de Valores Sociedad Anonima
			(CVSA)
			Central de Registracion y Liquidacion
			(CRYL)
Australia	Australia and New Zealand	1986	Austraclear
	Banking Group Limited (2005)		ASX Settlement & Transfer
			Corporation (ASTC)
Austria	Bank Austria Creditanstalt AG,	1987	Oesterreichische Kontrollbank (OeKB)
	Vienna (1990)
Bahrain	HSBC, Manama (2001)	2001	Bahrain Stock Exchange
Bangladesh	Standard Chartered Bank, Dhaka	1993	Central Depository Bangladesh Limited
	(1993)
Belgium	BNP Paribas Securities Services,	1986	Caisse Interprofessionelle de Depots et
	Brussels (2004)		de Virement de Titres S.A. (CIK)
			National Bank of Belgium (NBB)
Bermuda	HSBC, Bermuda (1996)	1996	Bermuda Securities Depository (BSD)
Botswana	Barclays Bank of Botswana	1995	Bank of Botswana
	Limited, Gaborone (2001)
Brazil	Citibank N.A., Sao Paulo (1991)	1991	Companhia Brasileira de Liquidacao e
			Custodia (CBLC)
			Central of Custody and Financial
			Settlement of Securities (CETIP)
			Sistema Especial de Liquidacao e de
			Custodia (SELIC)
Bulgaria	HVB Bank Biochim, Sofia	2004	Bulgarian National Bank (BNB)
	(2004)		Bulgaria Central Security Depository
			(CDAD)
Canada	Canadian Imperial Bank of	1986	The Canadian Depository for Securities
	Commerce, Toronto (1993)		Ltd. (CDS)
Chile	BankBoston, Santiago (1993)	1993	Deposito Central de Valores (DCV)

June 2007                                                                                                               1
Current Subcustodial Network                                                                                                                Mellon Global Securities Services

The information contained in this report is presented as a compilation of information gathered from various sources that are believed to be accurate. While every care has been taken in assembling and verifying this information, Mellon Global Securities Services accepts no liability for the correctness or completeness of information provided in this document. This document is not intended to be used as the basis for decisions to invest or not to invest in any given country, nor should this report be considered to constitute investment advice. This report may not be reproduced or distributed without the explicit written consent of Mellon Global Securities Services. C:\Documents and Settings\adcf8ng\Desktop\Current subcustodial list for workbench 06.13.07. doc

Country	Bank	Start	Depository
	(Year agent bank relationship	Date
	established)
China A	HSBC Bank (China) Company	2006	The China Securities Depository and
	Limited (1992)		Clearing Corporation LTD, Shanghai
			(CSDCC Shanghai)
			The China Securities Depository and
			Clearing Corporation LTD, Shenzhen
			(CSDCC Shenzhen)
China B	HSBC Bank (China) Company	1992T	he China Securities Depository and
	Limited (1992)		Clearing Corporation LTD, Shanghai
			(CSDCC Shanghai)
			The China Securities Depository and
			Clearing Corporation LTD, Shenzhen
			(CSDCC Shenzhen)
Clearstream		1986	Clearstream Banking S.A.,
			Luxembourg
Colombia	Cititrust Colombia S.A., (2005)	1994	Deposito Centralizado de Valores de
			Colombia (DECEVAL)
			Deposito Central de Valores (DCV)
Croatia	HVB Zagrebacka banka d.d.	2001	The Central Depository Agency (SDA)
	Zagreb (2001)
Cyprus	EFG Eurobank Ergasias SA.	2007	Central Depository and Central
	(2006)		Registry (CDCR)
Czech	Citibank A.S., Prague (2004)	1993	Stredisko Cennych Papiru (SCP)
Republic			Czech National Bank (CNB)
Denmark	Skandinaviska Enskilda Banken,	1986	The Danish Securities Centre
	Copenhagen (2003)		(Vaerdipapircentralen, VP)
Egypt	Citibank, N.A., Cairo (1998)	1996	Misr Company for Clearing, Settlement
			and Central Depository (MCSD)
Estonia	Scandinaviska Enskilda Banken	1997	The Estonian Central Depository for
	(SEB), Tallinn (2005)		Securities (ECDS)
Euroclear		1980	Euroclear Bank S.A., Belgium
Finland	Nordea Bank Finland PLC,	1986	Finnish-Swedish Central Securities
	Helsinki (1991)		Depository (NCSD)
France	BNP Paribas Securities Services,	1986	Euroclear France SA
	Paris (1987)
Germany	Paribas Securities Services,	1986	Clearstream Banking AG, Frankfurt
	Frankfurt (2004)		(CFB)
Ghana	Barclays Bank of Ghana	1995	---
	Limited, Accra (2001)

June 2007                                                                                                                2

Current Subcustodial Network                                                                                                                Mellon Global Securities Services

The information contained in this report is presented as a compilation of information gathered from various sources that are believed to be accurate. While every care has been taken in assembling and verifying this information, Mellon Global Securities Services accepts no liability for the correctness or completeness of information provided in this document. This document is not intended to be used as the basis for decisions to invest or not to invest in any given country, nor should this report be considered to constitute investment advice. This report may not be reproduced or distributed without the explicit written consent of Mellon Global Securities Services. C:\Documents and Settings\adcf8ng\Desktop\Current subcustodial list for workbench 06.13.07. doc

Country	Bank	Start	Depository
	(Year agent bank relationship	Date
	established)
Greece	EFG Eurobank Ergasias S.A.	1989	Central Securities Depository S.A.
	(2006)		(CSD)
			Bank of Greece (BoG)
Hong Kong	HSBC, Hong Kong (1986)	1986	The Hong Kong Securities Clearing
			Company Limited (HKSCC)
			Central Money Market Unit (CMU)
Hungary	Unicredit Bank Hungary Zrt.	1993	Central Depository and Clearing House
	(1996)		Limited (KELER)
Iceland	Glitnir banki HF (2002)	2002	Icelandic Securities Depository Ltd
India	HSBC, Mumbai (1992)	1992	National Securities Depository Limited
			(NSDL)
			Central Depository Services Limited
			(CSDL)
			Reserve Bank of India (RBI)
Indonesia	HSBC, Jakarta (1990)	1990	PT Kustodian Sentral Efek Indonesia
			(PTKSEI)
			Bank Indonesia (BI)
Ireland	Mellon Bank N.A., London	1988	CRESTCo
	Branch (2004)		Euroclear Operations Center (EOC)
Israel	Citibank N.A., Tel Aviv Branch	1991	Tel Aviv Stock Exchange Clearing
			House, Ltd. (TASECH)
Italy	BNP Paribas Securities Services,	1986	Monte Titoli S.p.A.
	Milan (1996)
Japan	For ABN Amro Mellon clients	1986	Japan Securities Depository Center
	and Mellon Bank clients:		(JASDEC)
	HSBC, Tokyo (2003)		Bank of Japan (BoJ)
	For CIBC Mellon clients:
	The Bank of Tokyo-Mitsubishi
	UFJ, Ltd. (2007)
Jordan	HSBC, Amman (2004)	1991	Jordan Securities Depository Center
Kazakhstan	HSBC, Kazakhstan (2002)	2002	Central Depository of Securities (CDS)
Kenya	Barclays Bank of Kenya	1996	The Central Bank of Kenya
	Limited, Nairobi (2001)
Latvia	Scandinaviska Enskilda Banken	2004	The Latvian Central Depository (LCD)
	(SEB), (2005)

June 2007                                                                                                                3
Current Subcustodial Network                                                                                                                Mellon Global Securities Services

The information contained in this report is presented as a compilation of information gathered from various sources that are believed to be accurate. While every care has been taken in assembling and verifying this information, Mellon Global Securities Services accepts no liability for the correctness or completeness of information provided in this document. This document is not intended to be used as the basis for decisions to invest or not to invest in any given country, nor should this report be considered to constitute investment advice. This report may not be reproduced or distributed without the explicit written consent of Mellon Global Securities Services. C:\Documents and Settings\adcf8ng\Desktop\Current subcustodial list for workbench 06.13.07. doc

Country	Bank	Start	Depository
	(Year agent bank relationship	Date
	established)
Lebanon	HSBC, Beirut (2001)	2001	Custodian and Clearing Center of
			Financial Instruments for Lebanon and
			the Middle East (Midclear)
			Banque du Liban, BDL (Central Bank of
			Lebanon)
Lithuania	Scandinaviska Enskilda Banken	2004	The Central Securities Depository of
	(SEB), (2005)		Lithuania (CSDL)
Luxembourg	Euroclear Bank S.A., Brussels	1987	Clearsteam Banking S.A., Luxembourg
	(2007)
Malaysia	Citibank Berhad (2004)	1989	Bursa Malaysian Central Depository
			Sdn. Berhad (MCD)
			Bank Negara Malaysia (Central Bank of
			Malaysia)
Mauritius	HSBC, Port Louis (1994)	1994	The Central Depository and Settlement
			Company Limited (CDS)
			The Bank of Mauritius (BoM)
Mexico	Banco Santander Serfin, S.A.	1988	SD Indeval S.A. de C.V.
	(2001)
Morocco	Societe Generale Marocaine de	1998	Maroclear
	Banques, Casablanca (2004)
The	ABN Amro Mellon Global	1986	Euroclear Nederland
Netherlands	Securities Services B.V. (2005)
New Zealand	Australia and New Zealand Banking	1987	New Zealand Central Securities
	Group Limited (2005)		Depository Ltd. (NZCSD)
Norway	Nordea Bank Norge ASA, Oslo	1986	Norwegian Central Securities
	(2003)		Depository, Verdipapirsentralen (VPS)
Oman	HSBC, Ruwi (2001)	2001	The Muscat Depository and Securities
			Registration Company (MDSRC)
Pakistan	Deutsche Bank AG, Karachi (1991)	1991	Central Depository Company of Pakistan
			Limited (CDC)
			State Bank of Pakistan (SBP)
Peru	Citibank del Peru, Lima (2005)	1992	Caja de Valores y Liquidaciones
			(CAVALI)
The	HSBC, Manila (1990)	1990	Philippines Central Depository (PCD)
Philippines			Registry of Scripless Securities (RoSS)
Poland	Bank Handlowy w Warszawie SA.,	1992	National Depository of Securities (NDS)
	Warsaw (2004)		Central Register for Treasury Bills
			(CRBS)

June 2007                                                                                                                4
Current Subcustodial Network                                                                                                                Mellon Global Securities Services

The information contained in this report is presented as a compilation of information gathered from various sources that are believed to be accurate. While every care has been taken in assembling and verifying this information, Mellon Global Securities Services accepts no liability for the correctness or completeness of information provided in this document. This document is not intended to be used as the basis for decisions to invest or not to invest in any given country, nor should this report be considered to constitute investment advice. This report may not be reproduced or distributed without the explicit written consent of Mellon Global Securities Services. C:\Documents and Settings\adcf8ng\Desktop\Current subcustodial list for workbench 06.13.07. doc

Country	Bank	Start	Depository
	(Year agent bank relationship	Date
	established)
Portugal	Banco Commercial Portugues	1988	Sociedade Gestora de Liquidação e de
	S.A., Lisbon (1997)		Sistemas Centralizados de Valores
			Mobiliários (INTERBOLSA)
Romania	HVB Tiriac Bank, Bucharest	1999	The National Company for Clearing,
	S.A. (1999)		Settlement and Depository for Securities
			(SNCDD)
			National Bank of Romania (NBR)
			Central Depository S.A.
Russia	ZAO Commercial Bank Citibank	1997	Depository Clearing Company (DCC)
	(2005)		National Depository Center (NDC)
			The Bank for Foreign Trade (VTB)
Serbia	Bank Austria A.G., Belgrade	2007	Central Securities Depository (CSD)
Singapore	The Development Bank of	1987	Central Depository (Pte) Ltd. (CDP)
	Singapore, Singapore (1987)		Monetary Authority of Singapore (MAS)
Slovakia	UniCredit Bank A.S. (2004)	1996	Slovak Center for Securities (SCP)
			National Bank of Slovakia (NBS)
Slovenia	Bank Austria A.G., Ljubljana	1998	The Central Securities Clearing
	(1998)		Corporation (KDD)
South	Societe Generale, Johannesburg	1994	The Central Depository Limited (CD)
Africa	(2003)		Share Transactions Totally Electronic
			(STRATE)
South Korea	HSBC, Seoul (2003)	1991	Korea Securities Depository (KSD)
Spain	Santander Investment Services,	1986	Servicio de Compensacion Y
	S.A. (1997)		Liquidacion de Valores (SCLV)
			Central Bank (Banco de Espana)
Sri Lanka	HSBC, Colombo (1991)	1991	Central Depository Systems Private
			Limited (CDS)
Sweden	Skandinaviska Enskilda Banken,	1986	Finnish-Swedish Central Securities
	Stockholm (2003)		Depository (NCSD)
Switzerland	Union Bank of Switzerland,	1986	Swiss Securities Services Corporation -
	Zurich (2003)		SegaIntersettle AG (SIS)
Taiwan	Standard Chartered Bank (SCB),	1993	Taiwan Depository & Clearing
	Taipei (2006)		Corporation (TDCC)
Thailand	HSBC, Bangkok Branch (1988)	1988	The Thailand Securities Depository
			Company Limited (TSD)
Tunisia	Banque Internationale Arabe de	2007	Societe Interprofessionelle pour la
	Tunisie, Tunis		Compensation et le Depots des Valeurs
			Mobilieres (STICODEVAM)

June 2007                                                                                                                5
Current Subcustodial Network                                                                                                                Mellon Global Securities Services

The information contained in this report is presented as a compilation of information gathered from various sources that are believed to be accurate. While every care has been taken in assembling and verifying this information, Mellon Global Securities Services accepts no liability for the correctness or completeness of information provided in this document. This document is not intended to be used as the basis for decisions to invest or not to invest in any given country, nor should this report be considered to constitute investment advice. This report may not be reproduced or distributed without the explicit written consent of Mellon Global Securities Services. C:\Documents and Settings\adcf8ng\Desktop\Current subcustodial list for workbench 06.13.07. doc

Country	Bank	Start	Depository
	(Year agent bank relationship	Date
	established)
Turkey	Citibank A.S., Istanbul (2001)	1990	Central Registry Agency (CRA)
			Central Bank of Turkey (CBT)
Uganda	Barclays Bank of Uganda,	2002	----
	Kampala (2002)
Ukraine	Joint Stock Commercial Bank	2002	The National Bank of the Ukraine
	HypoVereinsbank, Ukraine		Depository (NBU)
	(JSCB HVB) (2002)		The Interregional Securities Union (IRSU)
United	HSBC, Dubai (2007)	2007	Dubai Financial Market - CDS
Arab			department
Emirates			(DFM)
			Abu Dhabi Securities Market - CSD
			department
			(ADSM)
			DIFX Central Securities Depository
			(CSD)
United	Mellon Global Securities	1986	CRESTCo
Kingdom	Services, London (2003)
United States	Mellon Bank N.A. (1983)	1983	Depository Trust & Clearing Corporation
			(DTCC)
			National Securities Clearing Corporation
			(NSCC)
Uruguay	BankBoston, Montevideo (1997)	1997	Banco Central del Uruguay (BCU)
			ABN AMRO - Agency Bolsa de Valores
Venezuela	Citibank, N.A., Caracas (1990)	1990	Caja Venezolana de Valores (CVV)
			The Central Bank of Venezuela (BCV)
Vietnam	Standard Chartered Bank, Hanoi	2007	Vietnam Securities Depository (VSD)
Zambia	Barclays Bank of Zambia	1996	The Lusaka Stock Exchange Central
	Limited, Lusaka (2001)		Shares Depository Limited (LuSE CSD)
			The Bank of Zambia
Zimbabwe	Barclays Bank of Zimbabwe	1995	---
	Limited, Harare (2001)

June 2007                                                                                                                6
Current Subcustodial Network                                                                                                                Mellon Global Securities Services

The information contained in this report is presented as a compilation of information gathered from various sources that are believed to be accurate. While every care has been taken in assembling and verifying this information, Mellon Global Securities Services accepts no liability for the correctness or completeness of information provided in this document. This document is not intended to be used as the basis for decisions to invest or not to invest in any given country, nor should this report be considered to constitute investment advice. This report may not be reproduced or distributed without the explicit written consent of Mellon Global Securities Services. C:\Documents and Settings\adcf8ng\Desktop\Current subcustodial list for workbench 06.13.07. doc

Final Execution Version                                                                                       Delaware Funds
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

43

Custodian will pass through to the client any out-of-pocket expenses associated with the following:

• Worldwide custody, including but not limited to, postage, courier expenses, registration fees, stamp duties, and fed wire fees, etc.
• Postage and courier expenses associated with delivery of reports
• Proxy or tender solicitation expenses incurred with respect to our duties
• Charges for customized reporting development, programming, interface development and maintenance at $150 per hour
• Costs on client specific, customized vendor feeds or data services used to support client customized reporting
• Communication and hardware expenses including terminals, printers and leased lines required to support data transmissions to/from Custodian
• Legal charges for extraordinary events, such as lawsuits, client initiated events and regulatory audits, etc.
• 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 co nversion 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.
• Memo items and non-affiliated/external sweep products will be included as a U.S. depository transaction.
• 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

44

Final 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 t he 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

45

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

46

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

47

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

48

Final Execution Version                                                                                   Delaware Funds

EXHIBIT A

CUSTOMER IDENTIFICATION PROGRAM NOTICE

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

EX-99.H OTH MAT CONT

EX-99.h.1.ii

SCHEDULE B

SHAREHOLDER SERVICES AGREEMENT
COMPENSATION SCHEDULE
EFFECTIVE JUNE 1, 2008

DELAWARE INVESTMENTS FAMILY OF FUNDS

1.	Delaware Service Company, Inc. ("DSC") will determine and report to the Fund, at least annually, the compensation for services to be provided to the Fund for DSC's forthcoming fiscal year or period.
2.	In determining such compensation, DSC will fix and report a fee to be charged per account for services provided. DSC will bill, and the Fund will pay, such compensation monthly.
3.	Except as otherwise provided in paragraphs 4 and 5, the charge consists of an annual per account charge of $25.50 per open account and $10.00 per closed account on DSC's records and each account held on a sub- accounting system maintained by firms that hold accounts on an omnibus basis.
	These charges will be assessed monthly on a pro rata basis and will be determined using the number of accounts maintained as of the last calendar day of each month.
	DSC is the Fund’s operational interface with a variety of third party administrators, banks, trust companies and other organizations that provide retirement administration, trust or other collective services to the Fund’s shareholders. Subtransfer agency fees (or similar fees) related to such relationships on a retirement processing system will be passed on to the Fund at cost, without markup.
4.	DSC's compensation for providing services to the Series of Delaware VIP Trust (the "VIP Trust") will be 0.0075% of average daily net assets per Series annually. DSC will bill, and the VIP Trust will pay, such compensation monthly. In addition, in the conduct of the business of DSC and the VIP Trust and in performance of this Agreement, each party will bear its allocable portion of expenses common to each. The VIP Trust will also pay expenses related to services provided by DST Systems, Inc (“DST”). In addition, DSC shall be entitled to reimbursement of out-of –pocket expenses paid on behalf of VIP Trust.
5.	DSC's compensation for providing services to the Portfolios of Delaware Pooled Trust (the "DPT Trust") (other than The Real Estate Investment Trust Portfolio) will be 0.0075% of average daily net assets per Portfolio annually. DSC will bill, and the DPT Trust will pay, such compensation monthly. In addition, in the conduct of the business of DSC and the DPT Trust and in performance of this Agreement, each party will bear its allocable portion of expenses common to each. The DPT Trust will also pay expenses related to services provided by DST. In addition, DSC shall be entitled to reimbursement of out-of –pocket expenses paid on behalf of DPT Trust. Notwithstanding anything in this paragraph to the contrary, DSC's compensation for The Real Estate Investment Trust Portfolio will be as set forth in paragraph 3 above.

AGREED AND ACCEPTED:
DELAWARE SERVICE COMPANY, INC.		VOYAGEUR TAX FREE FUNDS
		for its series set forth in Schedule A to this Agreement
By:	/s/ Douglas L. Anderson	By:	/s/ Patrick P. Coyne
Name:	Douglas L. Anderson	Name:	Patrick P. Coyne
Title:	Senior Vice President/Operations	Title:	Chairman/President/Chief Executive
			Officer

EX-99.J OTHER OPININ

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 Prospectus 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. 44 to File No. 002-87910; Amendment No.45 to File No. 811-03910) of Voyageur Tax Free Funds of our report dated October 20, 2008, included in the 2008 Annual Report to shareholders.

/s/Ernst & Young LLP
Philadelphia, Pennsylvania
December 23, 2008

EX-99.N 18F-3 PLAN

EX-99.n.1

The Delaware Investments Family of Funds

Multiple Class Plan Pursuant to Rule 18f-3

     This Multiple Class Plan (the "Plan") has been adopted by a majority of the Board of Trustees of each of the investment companies listed on Appendix A as may be amended from time to time (each individually a "Fund" and, collectively, the "Funds"), including a majority of the Trustees who are not interested persons of each Fund, pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended (the "Act"). The Board of each Fund has determined that the Plan, including the allocation of expenses, is in the best interests of the Fund as a whole, each series of shares offered by such Fund (individually and collectively the "Series") where the Fund offers its shares in multiple series, and each class of shares offered by the Fund or Series, as relevant. The Plan sets forth the provisions relating to the establishment of multiple classes of shares for each Fund and, if relevant, its Series. To the exten t that a subject matter set forth in this Plan is covered by a Fund's Agreement and Declaration of Trust or ByLaws, such Agreement and Declaration of Trust or By-Laws will control in the event of any inconsistencies with descriptions contained in this Plan.

     The term "Portfolio," when used in this Plan in the context of a Fund that offers only a single series of shares, shall be a reference to the Fund, and when used in the context of a Fund that offers multiple Series of shares, shall be a reference to each Series of such Fund.

CLASSES

     1. Appendix A to this Plan describes the classes to be issued by each Portfolio and identifies the names of such classes.

FRONT-END SALES CHARGE

     2. Class A shares carry a front-end sales charge as described in the Funds' relevant prospectuses; and Class B, Class C, Class R, Institutional Class, Original Class and Portfolio Class shares are sold without a front-end sales charge.

CONTINGENT DEFERRED SALES CHARGE

     3. Class A shares are not subject to a contingent deferred sales charge ("CDSC"), except as described in the Funds' relevant prospectuses.

     4. Class B shares are subject to a CDSC as described in the Funds' relevant prospectuses.

     5. Class C shares are subject to a CDSC as described in the Funds' relevant prospectuses.

     6. As described in the Funds' relevant prospectuses, the CDSC for each class declines to zero over time and is waived in certain circumstances. Shares that are subject to a CDSC age one month at the end of the month in which the shares were purchased, regardless of the specific date during the month that the shares were purchased.

     7. Class R, Institutional Class, Original Class and Portfolio Class shares are not subject to a CDSC.

RULE 12b-1 PLANS

     8. In accordance with the Rule 12b-1 Plan for the Class A shares of each Portfolio, each Fund shall pay to Delaware Distributors, L.P. (the "Distributor") a monthly fee not to exceed the maximum rate set forth in Appendix A as may be determined by the Fund's Board of Trustees from time to time for distribution services. The monthly fee shall be reduced by the aggregate sums paid by or on behalf of such Portfolio to persons other than broker-dealers pursuant to shareholder servicing agreements.

     9. In accordance with the Rule 12b-1 Plan for the Class B shares of each Portfolio, each Fund shall pay to the Distributor a monthly fee not to exceed the maximum rate set forth in Appendix A as may be determined by the Fund's Board of Trustees from time to time for distribution services. In addition to these amounts, the Fund shall pay (i) to the Distributor for payment to dealers or others, or (ii) directly to others, an amount not to exceed the maximum rate set forth in Appendix A for shareholder support services pursuant to dealer or servicing agreements.

     10. In accordance with the Rule 12b-1 Plan for the Class C shares of each Portfolio, each Fund shall pay to the Distributor a monthly fee not to exceed the maximum rate set forth in Appendix A as may be determined by the Fund's Board of Trustees from time to time for distribution services. In addition to these amounts, the Fund shall pay (i) to the Distributor for payment to dealers or others, or (ii) directly to others, an amount not to exceed the maximum rate set forth in Appendix A for shareholder support services pursuant to dealer or servicing agreements.

     11. In accordance with the respective Rule 12b-1 Plan for the Class R and Consultant Class shares of each Portfolio, each Fund shall pay to the Distributor a monthly fee not to exceed the maximum rate set forth in Appendix A as may be determined by the Fund's Board of Trustees from time to time for distribution and shareholder support services. The monthly fee shall be reduced by the aggregate sums paid by or on behalf of such Portfolio to persons other than broker-dealers pursuant to shareholder servicing agreements.

     12. A Rule 12b-1 Plan has not been adopted for the Institutional Class, Original Class and Portfolio Class shares of any Portfolio.

ALLOCATION OF EXPENSES

     13. Each Fund shall allocate to each class of shares of a Portfolio any fees and expenses incurred by the Fund in connection with the distribution or servicing of such class of shares under a Rule 12b-1 Plan, if any, adopted for such class. In addition, each Fund reserves the right, subject to approval by the Fund's Board of Trustees, to allocate fees and expenses of the following nature to a particular class of shares of a Portfolio (to the extent that such fees and expenses actually vary among each class of shares or vary by types of services provided to each class of shares of the Portfolio):

          (i) transfer agency and other recordkeeping costs;

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          (ii) Securities and Exchange Commission and blue sky registration or qualification fees;

          (iii) printing and postage expenses related to printing and distributing class-specific materials, such as shareholder reports, prospectuses and proxies to current shareholders of a particular class or to regulatory authorities with respect to such class of shares;

          (iv) audit or accounting fees or expenses relating solely to such class;

          (v) the expenses of administrative personnel and services as required to support the shareholders of such class;

          (vi) litigation or other legal expenses relating solely to such class of shares;

          (vii) Trustees' fees and expenses incurred as a result of issues relating solely to such class of shares; and

          (viii) other expenses subsequently identified and determined to be properly allocated to such class of shares.

     14. (a) Daily Dividend Portfolios. With respect to Portfolios that declare a dividend to shareholders on a daily basis, all expenses incurred by a Portfolio will be allocated to each class of shares of such Portfolio on the basis of "settled shares" (net assets valued in accordance with generally accepted accounting principles but excluding the value of subscriptions receivable) of each class in relation to the net assets of the Portfolio, except for any expenses that are allocated to a particular class as desc ribed in paragraph 13 above.

     (b) Non-Daily Dividend Portfolios. With respect to Portfolios that do not declare a dividend to shareholders on a daily basis, all expenses incurred by a Portfolio will be allocated to each class of shares of such Portfolio on the basis of the net asset value of each such class in relation to the net asset value of the Portfolio, except for any expenses that are allocated to a particular class as described in paragraph 13 above.

ALLOCATION OF INCOME AND GAINS

     15. (a) Daily Dividend Portfolios. With respect to Portfolios that declare a dividend to shareholders on a daily basis, income will be allocated to each class of shares of such Portfolio on the basis of settled shares of each class in relation to the net assets of the Portfolio, and realized and unrealized capital gains and losses of the Portfolio will be allocated to each class of shares of such Portfolio on the basis of the net asset value of each such class in relation to the net asset value of the Portfolio.

     (b) Non-Daily Dividend Portfolios. With respect to Portfolios that do not declare a dividend to shareholders on a daily basis, income and realized and unrealized capital gains and losses of a Portfolio will be allocated to each class of shares of such Portfolio on the basis of the net asset value of each such class in relation to the net asset value of the Portfolio.

CONVERSIONS

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     16. (a) Except for shares acquired through a reinvestment of dividends or distributions, Class B shares held for a period of time after purchase specified in Appendix A are eligible for automatic conversion into Class A shares of the same Portfolio in accordance with the terms described in the relevant prospectus. Class B shares acquired through a reinvestment of dividends or distributions will convert into Class A shares of the same Portfolio pro rata with the Class B shares that were not acquired through the reinvestment of dividends and distributions.

     (b) The automatic conversion feature of Class B shares of each Fund shall be suspended at any time that the Board of Trustees of the Fund determines that there is not available a reasonably satisfactory opinion of counsel to the effect that (i) the assessment of the higher fee under the Fund's Rule 12b-1 Plan for Class B does not result in the Fund's dividends or distributions constituting a preferential dividend under the Internal Revenue Code of 1986, as amended, and (ii) the conversion of Class B shares into Class A shares does not constitute a taxable event under federal income tax law. In addition, the Board of Trustees of each Fund may suspend the automatic conversion feature by determining that any other condition to conversion set forth in the relevant prospectus, as amended from time to time, is not satisfied.

     (c) The Board of Trustees of each Fund may also suspend the automatic conversion of Class B shares if it determines that suspension is appropriate to comply with the requirements of the Act, or any rule or regulation issued thereunder, relating to voting by Class B shareholders on the Fund's Rule 12b-1 Plan for Class A or, in the alternative, the Board of Trustees may provide Class B shareholders with alternative conversion or exchange rights.

     17. Class A, Class C, Class R, Institutional Class, Original Class and Portfolio Class shares do not have a conversion feature.

EXCHANGES

     18. Holders of Class A, Class B, Class C, Class R, Institutional Class, Original Class and Portfolio Class shares of a Portfolio shall have such exchange privileges as set forth in the relevant prospectuses. All exchanges are subject to the eligibility and minimum purchase requirements set forth in the Funds' prospectuses. Exchanges cannot be made between open-end and closed-end funds within the Delaware Investments Family of Funds.

OTHER PROVISIONS

     19. Each class will vote separately with respect to the Rule 12b-1 Plan related to that class; provided, however, that Class B shares of a Portfolio may vote on any proposal to materially increase the fees to be paid by the Portfolio under the Rule 12b-1 Plan for the Class A shares of the Portfolio.

     20. On an ongoing basis, the Trustees, pursuant to their fiduciary responsibilities under the Act and otherwise, will monitor each Portfolio for the existence of any material conflicts between the interests of all the classes of shares offered by such Portfolio. The Trustees, including a majority of the Trustees who are not interested persons of each Fund, shall take such action as is reasonably necessary to eliminate any such conflict that may develop. The Manager and the Distributor shall be responsible for alerting the Board to any material conflicts that arise.

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     21. As described more fully in the Funds' relevant prospectuses, broker-dealers that sell shares of each Portfolio will be compensated differently depending on which class of shares the investor selects.

     22. Each Fund reserves the right to increase, decrease or waive the sales charge imposed on any existing or future class of shares of each Portfolio within the ranges permissible under applicable rules and regulations of the Securities and Exchange Commission (the "SEC") and the rules of the National Association of Securities Dealers, Inc. (the "NASD"), as such rules may be amended or adopted from time to time. Each Fund may in the future alter the terms of the existing classes of each Portfolio or create new classes in compliance with applicable rules and regulations of the SEC and the NASD.

     23. All material amendments to this Plan must be approved by a majority of the Trustees of each Fund affected by such amendments, including a majority of the Trustees who are not interested persons of the Fund.

Initially Effective as of November 16, 2000
Amended as of September 19-20, 2001
Amended as of November 1, 2001
Amended as of May, 2003
Amended as of October 31, 2005
Amended as of August 31, 2006

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EX-99.N 18F-3 PLAN

EX-99.n1.i
APPENDIX A,
updated as of November 19, 2008
Fund/Class	Maximum Annual Distribution Fee (as a percentage of average daily net assets of class)	Maximum Annual Shareholder Servicing fee (as a percentage of average daily net assets of class)	Years To Conversion
Delaware Group Equity Funds I
Delaware Balanced Fund
Class A	.30%	N/A	N/A
Class B	.75%	.25%	8
Class C	.75%	.25%	N/A
Class R	.60%	N/A	N/A
Institutional Class	N/A	N/A	N/A
Delaware Mid Cap Value Fund
Class A	.30%	N/A	N/A
Class C	.75%	.25%	N/A
Class R	.60%	N/A	N/A
Institutional Class	N/A	N/A	N/A
Delaware Group Equity Funds II
Delaware Large Cap Value Fund
Class A	.30%	N/A	N/A
Class B	.75%	.25%	8
Class C	.75%	.25%	N/A
Class R	.60%	N/A	N/A
Institutional Class	N/A	N/A	N/A
Delaware Value Fund
Class A	.30%	N/A	N/A
Class B	.75%	.25%	8
Class C	.75%	.25%	N/A
Class R	.60%	N/A	N/A
Institutional Class	N/A	N/A	N/A
Delaware Group Equity Funds III
Delaware American Services Fund
Class A	.30%	N/A	N/A
Class B	.75%	.25%	8
Class C	.75%	.25%	N/A
Class R	.60%	N/A	N/A
Institutional Class	N/A	N/A	N/A
Delaware Small Cap Growth Fund
Class A	.30%	N/A	N/A
Class B	.75%	.25%	8
Class C	.75%	.25%	N/A
Class R	.60%	N/A	N/A
Institutional Class	N/A	N/A	N/A
Delaware Trend Fund
Class A	.30%	N/A	N/A
Class B	.75%	.25%	8
Class C	.75%	.25%	N/A
Class R	.60%	N/A	N/A
Institutional Class	N/A	N/A	N/A

Fund/Class	Maximum Annual Distribution Fee (as a percentage of average daily net assets of class)	Maximum Annual Shareholder Servicing fee (as a percentage of average daily net assets of class)	Years To Conversion
Delaware Group Equity Funds IV
Delaware Growth Opportunities Fund
Class A	.30%	N/A	N/A
Class B	.75%	.25%	8
Class C	.75%	.25%	N/A
Class R	.60%	N/A	N/A
Institutional Class	N/A	N/A	N/A
Delaware Global Real Estate Securities Fund
Class A	.30%	N/A	N/A
Class C	.75%	.25%	N/A
Class R	.60%	N/A	N/A
Institutional Class	N/A	N/A	N/A
Delaware Healthcare Fund
Class A	.30%	N/A	N/A
Class C	.75%	.25%	N/A
Class R	.60%	N/A	N/A
Institutional Class	N/A	N/A	N/A
Delaware Group Equity Funds V
Delaware Dividend Income Fund
Class A	.30%	N/A	N/A
Class B	.75%	.25%	8
Class C	.75%	.25%	N/A
Class R	.60%	N/A	N/A
Institutional Class	N/A	N/A	N/A
Delaware Small Cap Core Fund
Class A	.30%	N/A	N/A
Class C	.75%	.25%	N/A
Class R	.60%	N/A	N/A
Institutional Class	N/A	N/A	N/A
Delaware Small Cap Value Fund
Class A	.30%	N/A	N/A
Class B	.75%	.25%	8
Class C	.75%	.25%	N/A
Class R	.60%	N/A	N/A
Institutional Class	N/A	N/A	N/A

Fund/Class	Maximum Annual Distribution Fee (as a percentage of average daily net assets of class)	Maximum Annual Shareholder Servicing fee (as a percentage of average daily net assets of class)	Years To Conversion
Delaware Group Income Funds
Delaware Corporate Bond Fund
Class A	.30%	N/A	N/A
Class B	.75%	.25%	8
Class C	.75%	.25%	N/A
Class R	.60%	N/A	N/A
Institutional Class	N/A	N/A	N/A
Delaware Delchester Fund
Class A	.30%	N/A	N/A
Class B	.75%	.25%	8
Class C	.75%	.25%	N/A
Class R	.60%	N/A	N/A
Institutional Class	N/A	N/A	N/A
Delaware Extended Duration Bond Fund
Class A	.30%	N/A	N/A
Class B	.75%	.25%	8
Class C	.75%	.25%	N/A
Class R	.60%	N/A	N/A
Institutional Class	N/A	N/A	N/A
Delaware High-Yield Opportunities Fund
Class A	.30%	N/A	N/A
Class B	.75%	.25%	8
Class C	.75%	.25%	N/A
Class R	.60%	N/A	N/A
Institutional Class	N/A	N/A	N/A
Delaware Group Limited Term Government Funds
Delaware Limited-Term Diversified Income Fund (Formerly Delaware Limited-Term Government Fund)
Class A	.30%	N/A	N/A
Class B	.75%	.25%	5
Class C	.75%	.25%	N/A
Class R	.60%	N/A	N/A
Institutional Class	N/A	N/A	N/A
Delaware Group Government Fund
Delaware Core Plus Bond Fund (Formerly Delaware American Government Bond Fund)
Class A	.30%	N/A	N/A
Class B	.75%	.25%	8
Class C	.75%	.25%	N/A
Class R	.60%	N/A	N/A
Institutional Class	N/A	N/A	N/A
Delaware Inflation Protected Bond Fund
Class A	.25%	N/A	N/A
Class B	.75%	.25%	8
Class C	.75%	.25%	N/A
Institutional Class	N/A	N/A	N/A
Delaware Group State Tax-Free Income Trust
Delaware Tax-Free Pennsylvania Fund
Class A	.30%	N/A	N/A
Class B	.75%	.25%	8
Class C	.75%	.25%	N/A

Fund/Class	Maximum Annual Distribution Fee (as a percentage of average daily net assets of class)	Maximum Annual Shareholder Servicing fee (as a percentage of average daily net assets of class)	Years To Conversion
Delaware Group Tax Free Fund
Delaware Tax-Free USA Fund
Class A	.25%	N/A	N/A
Class B	.75%	.25%	8
Class C	.75%	.25%	N/A
Institutional Class	N/A	N/A	N/A
Delaware Tax-Free USA Intermediate Fund
Class A	.30%	N/A	N/A
Class B	.75%	.25%	8
Class C	.75%	.25%	N/A
Institutional Class	N/A	N/A	N/A
Delaware Group Global & International Funds
Delaware Emerging Markets Fund
Class A	.30%	N/A	N/A
Class B	.75%	.25%	8
Class C	.75%	.25%	N/A
Class R	.60%	N/A	N/A
Institutional Class	N/A	N/A	N/A
Delaware International Value Equity Fund
Class A	.30%	N/A	N/A
Class B	.75%	.25%	8
Class C	.75%	.25%	N/A
Class R	.60%	N/A	N/A
Institutional Class	N/A	N/A	N/A
Delaware Global Value Fund
Class A	.30%	N/A	N/A
Class B	.75%	.25%	8
Class C	.75%	.25%	N/A
Class R	.60%	N/A	N/A
Institutional Class	N/A	N/A	N/A
Delaware Group Adviser Funds
Delaware Diversified Income Fund
Class A	.30%	N/A	N/A
Class B	.75%	.25%	8
Class C	.75%	.25%	N/A
Class R	.60%	N/A	N/A
Institutional Class	N/A	N/A	N/A
Delaware U.S. Growth Fund
Class A	.30%	N/A	N/A
Class B	.75%	.25%	8
Class C	.75%	.25%	N/A
Class R	.60%	N/A	N/A
Institutional Class	N/A	N/A	N/A

Fund/Class	Maximum Annual Distribution Fee (as a percentage of average daily net assets of class)	Maximum Annual Shareholder Servicing fee (as a percentage of average daily net assets of class)	Years To Conversion
Delaware Group Foundation Funds
Delaware Aggressive Allocation Portfolio
Class A	.30%	N/A	N/A
Class B	.75%	.25%	8
Class C	.75%	.25%	N/A
Class R	.60%	N/A	N/A
Institutional Class	N/A	N/A	N/A
Delaware Conservative Allocation Portfolio
Class A	.30%	N/A	N/A
Class B	.75%	.25%	8
Class C	.75%	.25%	N/A
Class R	.60%	N/A	N/A
Institutional Class	N/A	N/A	N/A
Delaware Moderate Allocation Portfolio
Class A	.30%	N/A	N/A
Class B	.75%	.25%	8
Class C	.75%	.25%	N/A
Class R	.60%	N/A	N/A
Institutional Class	N/A	N/A	N/A
Delaware Pooled Trust
The Real Estate Investment Trust Portfolio
Class A	.30%	N/A	N/A
Class B	.75%	.25%	8
Class C	.75%	.25%	N/A
Class R	.60%	N/A	N/A
Institutional Class	N/A	N/A	N/A
The Global Real Estate Securities Portfolio
Class P	.25%	N/A	N/A
Original Class	N/A	N/A	N/A
Voyageur Insured Funds
Delaware Tax-Free Arizona Fund
Class A	.25%	N/A	N/A
Class B	.75%	.25%	8
Class C	.75%	.25%	N/A
Voyageur Intermediate Tax Free Funds
Delaware Tax-Free Minnesota Intermediate Fund
Class A	.25%	N/A	N/A
Class B	.75%	.25%	5
Class C	.75%	.25%	N/A

Fund/Class	Maximum Annual Distribution Fee (as a percentage of average daily net assets of class)	Maximum Annual Shareholder Servicing fee (as a percentage of average daily net assets of class)	Years To Conversion
Voyageur Mutual Funds
Delaware Minnesota High-Yield Municipal Bond Fund
Class A	.25%	N/A	N/A
Class B	.75%	.25%	8
Class C	.75%	.25%	N/A
Delaware National High-Yield Municipal Bond Fund
Class A	.25%	N/A	N/A
Class B	.75%	.25%	8
Class C	.75%	.25%	N/A
Institutional Class	N/A	N/A	N/A
Delaware Tax-Free California Fund
Class A	.25%	N/A	N/A
Class B	.75%	.25%	8
Class C	.75%	.25%	N/A
Delaware Tax-Free Idaho Fund
Class A	.25%	N/A	N/A
Class B	.75%	.25%	8
Class C	.75%	.25%	N/A
Delaware Tax-Free New York Fund
Class A	.25%	N/A	N/A
Class B	.75%	.25%	8
Class C	.75%	.25%	N/A
Voyageur Mutual Funds II
Delaware Tax-Free Colorado Fund
Class A	.25%	N/A	N/A
Class B	.75%	.25%	8
Class C	.75%	.25%	N/A
Voyageur Mutual Funds III
Delaware Large Cap Core Fund
Class A	.25%	N/A	N/A
Class C	.75%	.25%	N/A
Class R	.60%	N/A	N/A
Institutional Class	N/A	N/A	N/A
Delaware Select Growth Fund
Class A	.25%	N/A	N/A
Class B	.75%	.25%	8
Class C	.75%	.25%	N/A
Class R	.60%	N/A	N/A
Institutional Class	N/A	N/A	N/A
Voyageur Tax-Free Funds
Delaware Tax-Free Minnesota Fund
Class A	.25%	N/A	N/A
Class B	.75%	.25%	8
Class C	.75%	.25%	N/A

EX-99.P CODE ETH

EX-99.p.1

DELAWARE INVESTMENTS’ FAMILY OF FUNDS 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 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 of the 1940 Act

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:

• To employ any device, scheme or artifice to defraud a Fund;
• 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;
• To engage in any act, practice or course of business that operates or would operate as a fraud or deceit on a Fund; or
• 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 and 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.

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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 has access to nonpublic information regarding the portfolio holdings of Fund or (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 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 any company in a control relationship to a Fund or its investment advisor 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 purpose 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.
“Delaware Mutual Funds” “De Minimis Purchases or Sales”	shall mean all the Delaware Investments Family of Funds except for the Delaware Cash Reserve Fund. 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.
“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.

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Definitions, Continued

“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, certain 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 repo rting 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.
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.

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Definitions, Continued

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.

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Prohibited Activities

I. Restrictions -	The following restrictions apply to all Affiliated Persons, Access Persons,
all Affiliated	Investment Personnel and Portfolio Managers.
Persons,
Access	•	(a) No Affiliated Person, Access Person, Investment Personnel or Portfolio
Persons,		Manager shall engage in any act, practice or course of conduct, which would
Investment		violate the provisions of Rule 17j-1 set forth above.
Personnel and	•	(b) No Affiliated Person, Access Person, Investment Personnel or Portfolio
Portfolio		Manager shall purchase or sell, directly or indirectly, any Security which to
Managers		his/her knowledge is being actively considered for purchase or sale by Delaware;
		except that this prohibition shall not apply to:
		þ	(i) purchases or sales that are nonvolitional on the part of either the Person
			or a Fund;
		þ	(ii) purchases which are part of an automatic dividend reinvestment plan;
		þ	(iii) 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;
		þ	(iv) other purchases and sales specifically approved by the President or
			Chief Executive Officer, with the advice of the General Counsel and/ or the
			Chief Compliance Officer, and deemed appropriate because of unusual or
			unforeseen circumstances. A list of Securities excepted will be maintained
			by the Compliance Department.
		þ	(v) 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 d e minimis, however, must first be precleared by the Compliance Department in accordance with Section (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 Managers 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.

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Prohibited Activities, Continued

I. Restrictions - all Affiliated Persons, Access Persons, Investment Personnel and Portfolio Managers (continued)

(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:
þ	(i) before the third trading day following the execution of a Delaware order in the same Security, or
þ	(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)(v) above, each Affiliated Person or Access Person’s personal transactions, including transactions that may be considered de minimis 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 a 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 Security, a Fund purchased or sold the Security, or a Fund or its investment adviser considered purchasing or selling the Security.
(i) All Mutual Funds, including the Delaware 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. Additional	In addition to the requirements noted in Section I, the following additional
restrictions - all	restrictions apply to all Investment Personnel and Portfolio Managers.
Investment
Personnel and	•	(a) All Investment Personnel and Portfolio Managers are prohibited from
Portfolio		purchasing any initial public offering.(IPO)
Managers	•	(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.

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Prohibited Activities, Continued

II. Additional restrictions - all Investment Personnel and Portfolio Managers (continued)
•	(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. Additional	In addition to the requirements noted in Sections I and II, the following
restrictions - all	additional restrictions apply to all Portfolio Managers.
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.

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Required Reports

All Affiliated	The following reports are required to be made by all Affiliated Persons, Access
Persons,	Persons, Investment Personnel and Portfolio Managers.
Access
Persons,	•	(a) Disclose brokerage relationships at employment and at the time of opening
Investment		any new account.
Personnel, and	•	(b) Direct their brokers to supply to the Compliance Department, on a timely
Portfolio		basis, duplicate copies of all confirmations and statements for all Securities
Managers		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.
• (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 and Delaware Mutual Funds in accounts which such person has or acquires any direct or indirect Beneficial Ownership. Any transaction 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.
• (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.

Reporting	Every report will contain the following information:
Requirements

• (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 a person in which Securities were held during the quarter for the direct or indirect benefit of such persons, 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.

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Required Reports (continued)

Additional	In addition to the above reporting requirements, all Access Persons,
Reporting -	Investment Personnel and Portfolio Mangers (other than Disinterested
all Access	Directors) must:
Persons,
Investment	• Provide an initial holdings report no later than 10 days upon commencement of
Personnel and	employment that discloses information regarding all personal Securities
Portfolio	holdings, including;
Managers	þ	(i) the title, type, exchange ticker symbol or CUSIP number, if applicable, the
(other than		number of shares and the principal amount of each Security;
Disinterested
Directors)	þ	(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;
	þ	(iii) the date that the report was submitted to the Compliance Department.
	þ	This report must be current as of a date no more than 45 days before the
		commencement of employment.

Provide an annual holdings report containing information regarding all personal Securities holdings, including;
þ	(i) the title, type, exchange ticker symbol or CUSIP number, if applicable, the number of shares and the principal amount of each Security;
þ	(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;
þ	(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.

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

Sanctions /	•	Strict compliance with the provisions of the Code of Ethics is considered to be a
Violations		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.

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Administrative Procedures

Compliance	• (a) The Compliance Department of Delaware will identify all Affiliated Persons,
Reporting to	Access Persons, Investment Personnel and Portfolio Managers and will notify them
the Board of	of this classification and their obligations under this Code. The Compliance
Trustees/	Department will ensure that al such persons initially receive a copy of the Code of
Directors	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.

(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.

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Record Keeping

• Please see procedures regarding Books and Records to be kept and maintained for Code of Ethics record keeping requirements.

Appendix A - Mutual Funds Subject to the Code

List of Mutual	•	All Optimum Fund Trust Funds
Funds subject	•	AssetMark Tax-Exempt Fixed Income Fund
to the Code of
Ethics	•	AST Capital Trust Company – Delaware International Equity Trust
	•	Consulting Group Capital Markets Funds – Large Capitalization Value Equity
		Investments

• Consulting Group Capital Markets Funds – Small Capitalization Value Equity Investments
• First Mercantile Trust Preferred Trust Fund
• Lincoln Variable Insurance Product Trusts – LVIP Delaware Bond Fund
• Lincoln Variable Insurance Product Trusts – LVIP Delaware Growth & Income Fund
• Lincoln Variable Insurance Product Trusts – LVIP Delaware Managed Fund
• Lincoln Variable Insurance Product Trusts – LVIP Money Market Fund
• Lincoln Variable Insurance Product Trusts – LVIP Delaware Social Awareness Fund
• Lincoln Variable Insurance Product Trusts – LVIP Delaware Special Opportunities Fund
• MassMutual Select Funds – MassMutual Select Aggressive Growth Fund
• MassMutual Select Funds – MassMutual Select Emerging Growth Fund
• MML Series Investment Fund – MML Emerging Growth Fund
• MLIG Roszel/Delaware Small Cap Portfolio
• MLIG Roszel/Delaware Trend Portfolio
• Northern Equity Funds – Multi-Manager Large Cap Fund
• PMC Funds – PMC Small Cap Core Fund
• PNC Capital Opportunities Fund (formerly Mercantile Capital Opportunities Fund)
• Russell Investment Company – Select Growth Fund
• Russell Investment Company – Tax-Exempt Bond Fund
• Russell Trust Company – Russell Common Trust International Equity Fund
• Russell Trust Company – Russell Concentrated Aggressive Portfolio Fund
• Russell Trust Company – Russell Growth Fund
• Russell Trust Company – Russell International Fund
• Russell Trust Company – United Airlines Pilot Directed Account plan – Small Cap Equity Fund
• Russell Company Limited – Integritas Mutli-Manager Fund plc – U.S. Equity Fund
• SEI Global Investments Fund plc - US Large Cap Growth Fund
• SEI Global Managed Fund Plc – High Yield Fund
• SEI Institutional Investments Trust – High Yield Fund
• SEI Institutional Investments Trust – Large Cap Fund
• SEI Institutional Investments Trust – Large Cap Diversified Alpha Fund
• SEI Institutional Managed Trust – High Yield Fund
• SEI Institutional Managed Trust – Large Cap Diversified Alpha Fund
• SEI Institutional Managed Trust – Large Cap Growth Fund
• SEI Institutional Managed Trust – Tax Managed Large Cap Fund
• SEI Investments Group of Funds – U.S. Large Company Equity Fund

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Appendix A - Mutual Funds Subject to the Code (Continued)

List of Mutual Funds subject to the Code of Ethics (Continued)

• SEI Tax-Exempt Trust – Institutional Tax-Free Fund
• UBS PACE Select Advisors Trust – UBS PACE Large Cap Growth Equity Investments

EX-99.P CODE ETH

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:

As of August XX, 2008

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

As of August XX, 2008

# 195308 v. 3

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.

“Delaware Mutual Funds” shall mean all the Delaware Investments Family of Funds except for the Delaware Cash Reserve Fund

“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.

As of August XX, 2008

“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 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 andsub-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 re porting 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

As of August XX, 2008

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.

(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.)

As of August XX, 2008

(h) All Mutual Funds including the Delaware 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).

(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.

As of August XX, 2008

(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.

(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 and Delaware Mutual Funds 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:

As of August XX, 2008

(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 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

As of August XX, 2008

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.

(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.

As of August XX, 2008

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

• All Optimum Fund Trust Funds
• AssetMark Tax-Exempt Fixed Income Fund
• AST Capital Trust Company – Delaware International Equity Trust
• Consulting Group Capital Markets Funds – Large Capitalization Growth Equity Investments
• Consulting Group Capital Markets Funds – Small Capitalization Value Equity Investments
• First Mercantile Trust Preferred Trust Fund
• Lincoln Variable Insurance Product Trusts – LVIP Delaware Bond Fund
• Lincoln Variable Insurance Product Trusts – LVIP Delaware Growth & Income Fund
• Lincoln Variable Insurance Product Trusts – LVIP Delaware Managed Fund
• Lincoln Variable Insurance Product Trusts – LVIP Money Market Fund
• Lincoln Variable Insurance Product Trusts – LVIP Delaware Social Awareness Fund
• Lincoln Variable Insurance Product Trusts – LVIP Delaware Special Opportunities Fund
• MassMutual Select Funds – MassMutual Select Aggressive Growth Fund
• MassMutual Select Funds – MassMutual Select Emerging Growth Fund
• MML Series Investment Fund – MML Emerging Growth Fund
• MLIG Roszel/Delaware Small Cap Portfolio
• MLIG Roszel/Delaware Trend Portfolio
• Northern Equity Funds – Multi-Manager Large Cap Fund
• PMC Funds – PMC Small Cap Core Fund
• PNC Capital Opportunities Fund (formerly Mercantile Capital Opportunities Fund)
• Russell Investment Company – Select Growth Fund
• Russell Investment Company – Tax-Exempt Bond Fund
• Russell Trust Company – Russell Common Trust International Equity Fund
• Russell Trust Company – Russell Concentrated Aggressive Portfolio Fund
• Russell Trust Company – Russell Growth Fund
• Russell Trust Company – Russell International Fund
• Russell Trust Company – United Airlines Pilot Directed Account Plan – Small Cap Equity Fund
• Russell Company Limited – Integritas Mutli-Manager Fund plc – U.S. Equity Fund
• SEI Global Investments Fund plc - US Large Cap Growth Fund
• SEI Global Managed Fund plc – High Yield Fund
• SEI Institutional Investment Trust – High Yield Fund
• SEI Institutional Investments Trust – Large Cap Fund
• SEI Institutional Investments Trust – Large Cap Diversified Alpha Fund
• SEI Institutional Managed Trust – High Yield Fund
• SEI Institutional Managed Trust – Large Cap Diversified Alpha Fund
• SEI Institutional Managed Trust – Large Cap Growth Fund
• SEI Institutional Managed Trust – Tax Managed Large Cap Fund
• SEI Investments Group of Funds – U.S. Large Company Equity Fund
• SEI Tax-Exempt Trust – Institutional Tax-Free Fund
• UBS PACE Select Advisors Trust – UBS PACE Large Cap Growth Equity Investments

As of August XX, 2008