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|
SUMMARY OF THE PLAN
|
1 |
What is the purpose of the Plan?
|
1 |
Who will pay the costs of the Reorganization?
|
1 |
What are the federal income tax consequences of the Reorganization?
|
1 |
How do the investment objectives, strategies, and policies of the Target Fund and
the Acquiring Fund compare?
|
2 |
What are the fees and expenses of each Fund and what might they be after the
Reorganization?
|
3 |
How do the performance records of the Funds compare?
|
6 |
Who manages the Funds?
|
8 |
Where can I find more financial information about the Funds?
|
9 |
What are other key features of the Funds?
|
10 |
PRINCIPAL RISK FACTORS
|
11 |
REASONS FOR THE REORGANIZATION
|
12 |
MORE INFORMATION ABOUT THE REORGANIZATION AND THE PLAN
|
13 |
How will the Reorganization be carried out?
|
13 |
Who will pay the expenses of the Reorganization?
|
14 |
What are the federal income tax consequences of the Reorganization?
|
14 |
What should I know about shares of the Acquiring Fund?
|
17 |
What are the capitalizations of the Funds and what might the capitalization be after
the Reorganization?
|
18 |
COMPARISON OF INVESTMENT OBJECTIVES, STRATEGIES, POLICIES, AND RISKS
|
18 |
Are there any significant differences between the investment objectives of the
Target Fund and the Acquiring Fund?
|
19 |
Are there any significant differences between the investment strategies and policies
of the Target Fund and the Acquiring Fund?
|
19 |
How do the fundamental investment restrictions of the Funds differ?
|
20 |
What are the risk factors associated with investments in the Funds?
|
20 |
MORE INFORMATION ABOUT THE FUNDS
|
22 |
OWNERSHIP OF THE FUNDS
|
23 |
Class A Shares
|
||||
Shareholder fees (fees paid directly from your investment)
|
Target Fund
(actual)
|
Acquiring Fund
(actual)
|
Acquiring Fund
(pro forma after Reorganization)
|
|
Maximum sales charge (load) imposed on purchases as a percentage of offering price
|
5.75%
|
5.75%
|
5.75%
|
|
Maximum contingent deferred sales charge (load) as a percentage of original purchase price or redemption price, whichever is lower
|
None
|
None
|
None
|
|
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
|
||||
Management Fees
|
0.99%
|
0.99%
|
0.99%
|
|
Distribution and Service (12b-1) Fees
|
0.30%
|
0.25%
|
0.25%
|
|
Other Expenses
|
9.23%
|
0.35%
|
0.35%
|
|
Total Annual Fund Operating Expenses
|
10.52%
|
1.59%
|
1.59%
|
|
Fee Waiver1
|
(9.12%)
|
(0.19%)
|
(0.19%)
|
|
Total Annual Fund Operating Expenses After Fee Waiver
|
1.40%
|
1.40%
|
1.40%
|
Class C Shares
|
||||
Shareholder fees (fees paid directly from your investment)
|
Target Fund
(actual)
|
Acquiring Fund
(actual)
|
Acquiring Fund
(pro forma after Reorganization)
|
|
Maximum sales charge (load) imposed on purchases as a percentage of offering price
|
None
|
None
|
None
|
|
Maximum contingent deferred sales charge (load) as a percentage of original purchase price or redemption price, whichever is lower
|
1.00%2
|
1.00%2
|
1.00%2
|
|
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
|
||||
Management Fees
|
0.99%
|
0.99%
|
0.99%
|
|
Distribution and Service (12b-1) Fees
|
1.00%
|
1.00%
|
1.00%
|
|
Other Expenses
|
9.23%
|
0.35%
|
0.35%
|
|
Total Annual Fund Operating Expenses
|
11.22%
|
2.34%
|
2.34%
|
|
Fee Waiver1
|
(9.07%)
|
(0.19%)
|
(0.19%)
|
|
Total Annual Fund Operating Expenses After Fee Waiver
|
2.15%
|
2.15%
|
2.15%
|
Class R Shares
|
|||
Shareholder fees (fees paid directly from your investment)
|
Target Fund
(actual)
|
Acquiring Fund
(actual)
|
Acquiring Fund
(pro forma after Reorganization)
|
Maximum sales charge (load) imposed on purchases as a percentage of offering price
|
None
|
None
|
None
|
Maximum contingent deferred sales charge (load) as a percentage of original purchase price or redemption price, whichever is lower
|
None
|
None
|
None
|
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
|
|||
Management Fees
|
0.99%
|
0.99%
|
0.99%
|
Distribution and Service (12b-1) Fees
|
0.60%
|
0.60%
|
0.60%
|
Other Expenses
|
9.23%
|
0.35%
|
0.35%
|
Total Annual Fund Operating Expenses
|
10.82%
|
1.94%
|
1.94%
|
Fee Waiver1
|
(9.17%)
|
(0.29%)
|
(0.29%)
|
Total Annual Fund Operating Expenses After Fee Waiver
|
1.65%
|
1.65%
|
1.65%
|
Institutional Class Shares
|
|||
Shareholder fees (fees paid directly from your investment)
|
Target Fund
(actual)
|
Acquiring Fund
(actual)
|
Acquiring Fund
(pro forma after Reorganization)
|
Maximum sales charge (load) imposed on purchases as a percentage of offering price
|
None
|
None
|
None
|
Maximum contingent deferred sales charge (load) as a percentage of original purchase price or redemption price, whichever is lower
|
None
|
None
|
None
|
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
|
|||
Management Fees
|
0.99%
|
0.99%
|
0.99%
|
Distribution and Service (12b-1) Fees
|
0.00%
|
0.00%
|
0.00%
|
Other Expenses
|
9.23%
|
0.35%
|
0.35%
|
Total Annual Fund Operating Expenses
|
10.22%
|
1.34%
|
1.34%
|
Fee Waiver1
|
(9.07%)
|
(0.19%)
|
(0.19%)
|
Total Annual Fund Operating Expenses After Fee Waiver
|
1.15%
|
1.15%
|
1.15%
|
1.
|
DMC has contractually agreed to waive all or a portion of its investment advisory fees and/or pay/reimburse expenses (excluding any 12b-1 plan expenses, taxes, interest, 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) to the extent necessary to prevent total annual fund operating expenses of the Acquiring Fund and Target Fund from exceeding 1.15% of each Fund’s respective average daily net assets from [ ], 2012 through [ ], 2013 in the case of the Acquiring Fund, and from January 27, 2012 through January 28, 2013 in the case of the Target Fund. In addition, the Funds’ distributor, Delaware Distributors, L.P. ("DDLP"), has contracted: (i) to limit from [________], 2012 through [________], 2013, the Acquiring Fund’s Class R shares’ 12b-1 fees to no more than 0.50%; and (ii) to limit, from January 27, 2012 through January 28, 2013, the Target Fund’s Class A and Class R shares’ 12b-1 fees to no more than 0.25% and 0.50%, respectively. The Acquiring Fund’s waivers and reimbursements will remain in effect for at least one year following the completion of the Reorganization. These waivers and reimbursements may only be terminated by agreement of DMC or DDLP, as applicable, and the Funds. |
2.
|
Class C shares redeemed within one year of purchase are subject to a 1.00% contingent deferred sales charge (CDSC).
|
Class A
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
Target Fund
|
$709
|
$2,652
|
$4,386
|
$7,950
|
Acquiring Fund
|
$709
|
$1,031
|
$1,374
|
$2,340
|
Pro forma Acquiring Fund (after the Reorganization)
|
$709
|
$1,031
|
$1,374
|
$2,340
|
Class C (if not redeemed)
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
Target Fund
|
$218
|
$2,385
|
$4,290
|
$8,109
|
Acquiring Fund
|
$218
|
$712
|
$1,233
|
$2,662
|
Pro forma Acquiring Fund (after the Reorganization)
|
$218
|
$712
|
$1,233
|
$2,662
|
Class C
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
Target Fund
|
$318
|
$2,385
|
$4,290
|
$8,109
|
Acquiring Fund
|
$318
|
$712
|
$1,233
|
$2,662
|
Pro forma Acquiring Fund (after the Reorganization)
|
$318
|
$712
|
$1,233
|
$2,662
|
Class R
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
Target Fund
|
$168
|
$2,276
|
$4,146
|
$7,948
|
Acquiring Fund
|
$168
|
$581
|
$1,020
|
$2,241
|
Pro forma Acquiring Fund (after the Reorganization)
|
$168
|
$581
|
$1,020
|
$2,241
|
Institutional Class
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
Target Fund
|
$117
|
$2,131
|
$3,939
|
$7,697
|
Acquiring Fund
|
$117
|
$406
|
$716
|
$1,596
|
Pro forma Acquiring Fund (after the Reorganization)
|
$117
|
$406
|
$716
|
$1,596
|
2008
|
2009
|
2010
|
2011
|
-45.55%
|
29.78%
|
17.59%
|
-4.62%
|
2008
|
2009
|
2010
|
2011
|
-46.46%
|
30.40%
|
19.39%
|
-4.13%
|
Fund and Class
|
1 Year
|
Lifetime*
|
Acquiring Fund—Class A return before taxes
|
-9.65%
|
-6.83%
|
Target Fund—Class A return before taxes
|
-10.16%
|
-8.83%
|
Acquiring Fund—Class A return after taxes on distributions
|
-10.97%
|
-8.38%
|
Target Fund—Class A return after taxes on distributions
|
-11.44%
|
-10.17%
|
Acquiring Fund—Class A return after taxes on distributions and sale of Fund shares
|
-6.29%
|
-6.50%
|
Target Fund—Class A return after taxes on distributions and sale of Fund shares
|
-6.61%
|
-8.04%
|
Acquiring Fund—Class C return
|
n/a
|
n/a
|
Target Fund—Class C return
|
-6.30%
|
5.03%
|
Acquiring Fund—Class R return
|
n/a
|
n/a
|
Target Fund—Class R return
|
-5.05%
|
5.57%
|
Acquiring Fund—Institutional Class return
|
-3.86%
|
-5.48%
|
Target Fund—Institutional Class return
|
-4.37%
|
-7.46%
|
FTSE EPRA/NAREIT Developed Index (reflects no deduction for fees, expenses, or taxes)
|
-5.82%
|
-6.97%
|
|
*
|
Lifetime returns are shown because each class has existed for less than 10 years. The inception date for the Acquiring Fund’s Class A and Institutional Class shares was January 10, 2007. The inception date for the Target Fund’s Class A and Institutional Class shares was September 28, 2007 and the inception date for its Class C and Class R shares was July 30, 2010.
|
Portfolio Manager
|
Title with DMC
|
Start Date on the Acquiring Fund/ Predecessor Fund
|
Start Date on the Target Fund
|
Babak “Bob” Zenouzi.
|
Senior Vice President,
Chief Investment Officer – Real Estate Securities and Income Solutions
|
January 2007
|
November 2010*
|
Damon J. Andres
|
Vice President, Senior Portfolio Manager
|
January 2007
|
November 2010*
|
|
* The portfolio managers managed the Target Fund from inception until July 2010, and resumed managing the Target Fund in November 2010.
|
Investment Management Fee
|
0.99% on the first $100 million;
0.90% on the next $150 million; and
0.80% on assets in excess of $250 million
|
·
|
no gain or loss will be recognized by the Target Fund or the shareholders of the Target Fund as a result of the Reorganization;
|
·
|
no gain or loss will be recognized by the Acquiring Fund as a result of the Reorganization;
|
·
|
the aggregate tax basis of the shares of the Acquiring Fund to be received by a shareholder of the Target Fund will be the same as the shareholder’s aggregate tax basis of the shares of the Target Fund; and
|
·
|
the holding period of the shares of the Acquiring Fund received by a shareholder of the Target Fund will include the period that a shareholder held the shares of the
|
Line
|
Target Fund
|
Acquiring Fund (1)
|
|
1
|
Capital Loss Carryovers (2)
|
($1,032,488)
|
($107,663,239)
|
Expiring 2016
|
($53,477,898)
|
||
Expiring 2017
|
($591,374)
|
($50,784,384)
|
|
Expiring 2018
|
($441,114)
|
($3,400,957)
|
|
2
|
Net Unrealized (Depreciation)
|
---
|
---
|
3
|
Realized Gain (Loss)
|
($59,050)
|
($462,753)
|
4
|
Aggregate Capital Loss Carryovers [L1+L2+L3]
|
($1,091,538)
|
($108,125,992)
|
5
|
Unrealized Appreciation
|
$96,636
|
$191,668
|
6
|
Net Unrealized Appreciation (Depreciation) as Percentage of Net Assets [L2 or L5 / L7]
|
4.0%
|
0.4%
|
7
|
Net Assets
|
$2,409,103
|
$49,453,426
|
8
|
Tax-Exempt Rate (July 2012)
|
3.26%
|
N/A
|
9
|
Annual Limitation [L7 x L8]
|
$78,537
|
N/A
|
Target Fund
(unaudited)
|
Acquiring Fund
(audited)
|
Pro Forma Adjustments to Capitalization
(unaudited)
|
Acquiring Fund after Reorganization
(pro forma)
|
|
Net assets (all classes)
|
$2,141,342
|
$49,367,178
|
$0
|
$51,508,520
|
Total shares outstanding
|
391,455
|
9,160,049
|
5,962
|
9,557,466
|
Class A net assets
|
$167,116
|
$7,760
|
$0
|
$174,876
|
Class A shares outstanding
|
30,596
|
1,444
|
524
|
32,564
|
Class A net asset value per share
|
$5.46
|
$5.37
|
$5.37
|
|
Class C net assets
|
$25,639
|
$0
|
$0
|
$25,639
|
Class C shares outstanding
|
4,730
|
0
|
44
|
4,774
|
Class C net asset value per share
|
$5.42
|
$5.37
|
$5.37
|
|
Class R net assets
|
$5,631
|
$0
|
$0
|
$5,631
|
Class R shares outstanding
|
1,034
|
0
|
0
|
1,049
|
Class R net asset value per share
|
$5.45
|
$5.37
|
$5.37
|
|
Institutional Class net assets
|
$1,942,956
|
$49,359,418
|
$0
|
$51,302,374
|
Institutional Class shares outstanding
|
355,095
|
9,158,605
|
5,379
|
9,519,079
|
Institutional Class net asset value per share
|
$5.47
|
$5.39
|
$5.39
|
Class
|
Shares Outstanding
|
Class A
|
[_____]
|
Class C
|
[_____]
|
Class R
|
[_____]
|
Institutional Class
|
[_____]
|
|
Exhibit A
|
-
|
Form of Agreement and Plan of Reorganization
|
|
Exhibit B
|
-
|
Principal Holders of Shares
|
|
1.
|
Sale and Transfer of Assets, Liquidation and Dissolution of the Acquired Fund
|
|
2.
|
Valuation
|
|
4.
|
Representations and Warranties by Delaware Group Equity Funds IV
|
|
6.
|
Representations and Warranties by Delaware Group Equity Funds IV and Delaware Group Adviser Funds
|
|
7.
|
Covenants of Delaware Group Equity Funds IV
|
|
9.
|
Conditions Precedent to be Fulfilled by Delaware Group Equity Funds IV and Delaware Group Adviser Funds
|
|
11.
|
Termination; Waiver; Order
|
|
15.
|
Entire Agreement and Amendments
|
|
16.
|
Counterparts
|
|
By: ___________________________________
|
|
Name:
|
|
Title:
|
|
By:___________________________________
|
|
Name:
|
|
Title:
|
|
Solely for Purposes of Sections 10 and 13(b)
|
|
By: ___________________________________
|
|
Name:
|
|
Title:
|
|
|
|
|
|
|
|
|
Page
|
|
General Information
|
1
|
|||
Incorporation by Reference
|
1
|
|||
Pro Forma Financial Statements
|
1
|
Delaware Global Real Estate Opportunities Fund
|
||||||||
Pro Forma Portfolio of Investments(A)
|
||||||||
As of April 30, 2012
(Unaudited)
|
% of Total
Investments
|
|||||||
|
Delaware Global Real Estate Securities Fund |
Delaware Global Real Estate Opportunities Fund
|
Delaware Global Real Estate Opportunities Fund
|
|||||
(Pro Forma
|
Pro Forma Combined
|
|||||||
Combined)
|
Number of Shares/Principal Amount
|
Value (U.S. $)
|
Number of Shares/Principal Amount
|
Value (U.S. $)
|
Number of Shares/Principal Amount
|
Value (U.S. $)
|
||
∆Common Stock
|
92.09%
|
|||||||
Australia
|
7.55%
|
|||||||
†Centro Retail Australia
|
6,344
|
$12,228
|
131,591
|
$253,644
|
137,935
|
$ 265,872
|
||
CFS Retail Property Trust
|
13,157
|
26,388
|
265,192
|
531,884
|
278,349
|
558,272
|
||
Dexus Property Group
|
30,650
|
29,859
|
668,551
|
651,287
|
699,201
|
681,146
|
||
Goodman Group
|
3,336
|
12,513
|
68,341
|
256,336
|
71,677
|
268,849
|
||
GPT Group
|
9,595
|
32,690
|
201,581
|
686,789
|
211,176
|
719,479
|
||
=@†GPT Group-In Specie
|
39,900
|
-
|
1,337,300
|
-
|
1,377,200
|
-
|
||
Investa Office Fund
|
6,589
|
18,742
|
149,027
|
423,890
|
155,616
|
442,632
|
||
Westfield Group
|
4,735
|
45,584
|
129,656
|
1,248,219
|
134,391
|
1,293,803
|
||
178,004
|
4,052,049
|
3,065,545
|
4,230,053
|
|||||
Belgium
|
0.67%
|
|||||||
*Cofinimmo
|
143
|
17,275
|
2,980
|
359,988
|
3,123
|
377,263
|
||
17,275
|
359,988
|
377,263
|
||||||
Canada
|
5.13%
|
|||||||
Boardwalk Real Estate Investment Trust
|
732
|
43,584
|
15,526
|
924,409
|
16,258
|
967,993
|
||
*Canadian Real Estate Investment Trust
|
862
|
33,764
|
18,672
|
731,379
|
19,534
|
765,143
|
||
*First Capital Realty
|
1,170
|
21,771
|
24,897
|
463,282
|
26,067
|
485,053
|
||
*RioCan Real Estate Investment Trust
|
1,092
|
30,004
|
22,773
|
625,724
|
23,865
|
655,728
|
||
129,123
|
2,744,794
|
2,873,917
|
||||||
China/Hong Kong
|
11.05%
|
|||||||
*China Overseas Land & Investment
|
12,000
|
26,015
|
249,164
|
540,163
|
261,164
|
566,178
|
||
Hang Lung Properties
|
15,000
|
55,486
|
308,642
|
1,141,696
|
323,642
|
1,197,182
|
||
Hongkong Land Holdings
|
7,000
|
43,470
|
143,000
|
888,030
|
150,000
|
931,500
|
||
Link REIT
|
8,000
|
33,305
|
163,000
|
678,585
|
171,000
|
711,890
|
||
*Shimao Property Holdings
|
8,000
|
10,579
|
162,000
|
214,228
|
170,000
|
224,807
|
||
Sun Hung Kai Properties
|
6,830
|
82,398
|
125,735
|
1,516,860
|
132,565
|
1,599,258
|
||
Wharf Holdings
|
7,685
|
45,860
|
152,200
|
908,259
|
159,885
|
954,119
|
||
297,113
|
5,887,821
|
6,184,934
|
||||||
France
|
2.43%
|
|||||||
*Klepierre
|
1,074
|
34,009
|
17,115
|
541,972
|
18,189
|
575,981
|
||
Unibail-Rodamco
|
158
|
29,535
|
4,037
|
754,627
|
4,195
|
784,162
|
||
63,544
|
1,296,599
|
1,360,143
|
||||||
Germany
|
1.12%
|
|||||||
Alstria Office REIT
|
1,605
|
17104
|
32,199
|
343,144
|
33,804
|
360,248
|
||
Deutsche Wohnen
|
822
|
12,085
|
17,145
|
252,055
|
17,967
|
264,140
|
||
29,189
|
595,199
|
624,388
|
||||||
Japan
|
9.13%
|
|||||||
Japan Real Estate Investment
|
2
|
17,733
|
40
|
354,665
|
42
|
372,398
|
||
Kenedix Realty Investment
|
5
|
17,470
|
107
|
373,863
|
112
|
391,333
|
||
Mitsubishi Estate
|
4,370
|
77,932
|
90,772
|
1,618,777
|
95,142
|
1,696,709
|
||
Mitsui Fudosan
|
5,000
|
92,487
|
90,446
|
1,672,996
|
95,446
|
1,765,483
|
||
Nippon Building Fund
|
3
|
28,591
|
67
|
638,535
|
70
|
667,126
|
||
Sumitomo Realty & Development
|
0
|
-
|
9,000
|
216,857
|
9,000
|
216,857
|
||
234,213
|
4,875,693
|
5,109,906
|
||||||
Netherlands
|
0.32%
|
|||||||
Corio
|
191
|
8,549
|
3,848
|
172,234
|
4,039
|
180,783
|
||
8,549
|
172,234
|
180,783
|
||||||
Singapore
|
4.39%
|
|||||||
CapitaCommerical Trust
|
14,056
|
14,651
|
307,697
|
320,712
|
321,753
|
335,363
|
||
CapitaLand
|
17,000
|
40,383
|
353,145
|
838,885
|
370,145
|
879,268
|
||
†Global Logistic Properties
|
12,000
|
19,973
|
244,000
|
406,125
|
256,000
|
426,098
|
||
Mapletree Logistics Trust
|
17,000
|
13,461
|
359,760
|
284,866
|
376,760
|
298,327
|
||
Suntec Real Estate Investment Trust
|
22,000
|
23,286
|
467,000
|
494,300
|
489,000
|
517,586
|
||
111,754
|
2,344,888
|
2,456,642
|
||||||
United Kingdom
|
5.06%
|
|||||||
Big Yellow Group
|
3,187
|
15,333
|
68,347
|
328,819
|
71,534
|
344,152
|
||
British Land
|
3,438
|
27,310
|
73,217
|
581,614
|
76,655
|
608,924
|
||
Derwent London
|
681
|
19,255
|
14,641
|
413,978
|
15,322
|
433,233
|
||
Great Portland Estates
|
2,104
|
12,298
|
38,541
|
225,271
|
40,645
|
237,569
|
||
Hammerson
|
3,271
|
22,172
|
96,742
|
655,743
|
100,013
|
677,915
|
||
Shaftesbury
|
2,935
|
24,368
|
61,368
|
509,501
|
64,303
|
533,869
|
||
120,736
|
2,714,926
|
2,835,662
|
||||||
United States
|
45.24%
|
|||||||
Alexandria Real Estate Equities
|
175
|
13,111
|
3,578
|
268,064
|
3,753
|
281,175
|
||
Apartment Investment & Management
|
397
|
10,779
|
8,132
|
220,784
|
8,529
|
231,563
|
||
AvalonBay Communities
|
391
|
56,850
|
7,884
|
1,146,334
|
8,275
|
1,203,184
|
||
BioMed Realty Trust
|
502
|
9,950
|
10,543
|
208,962
|
11,045
|
218,912
|
||
Boston Properties
|
561
|
60,727
|
11,636
|
1,259,597
|
12,197
|
1,320,324
|
||
BRE Properties
|
476
|
24,990
|
9,863
|
517,808
|
10,339
|
542,798
|
||
Camden Property Trust
|
455
|
30,790
|
9,735
|
658,767
|
10,190
|
689,557
|
||
CBL & Associates Properties
|
330
|
6,148
|
6,851
|
127,634
|
7,181
|
133,782
|
||
Colonial Properties Trust
|
551
|
12,326
|
9,663
|
216,161
|
10,214
|
228,487
|
||
DDR
|
2,309
|
34,173
|
50,743
|
750,996
|
53,052
|
785,169
|
||
*Digital Realty Trust
|
219
|
16,445
|
4,558
|
342,260
|
4,777
|
358,705
|
||
Douglas Emmett
|
691
|
16,059
|
14,340
|
333,262
|
15,031
|
349,321
|
||
Duke Realty
|
1,167
|
17,283
|
24,870
|
368,325
|
26,037
|
385,608
|
||
EastGroup Properties
|
240
|
12,072
|
4,350
|
218,805
|
4,590
|
230,877
|
||
Education Realty Trust
|
2,065
|
23,273
|
41,611
|
468,956
|
43,676
|
492,229
|
||
Equity Lifestyle Properties
|
245
|
17,135
|
5,272
|
368,724
|
5,517
|
385,859
|
||
Equity Residential
|
762
|
46,817
|
15,810
|
971,366
|
16,572
|
1,018,183
|
||
Extra Space Storage
|
816
|
24,766
|
16,923
|
513,613
|
17,739
|
538,379
|
||
Federal Realty Investment Trust
|
217
|
21,843
|
4,581
|
461,123
|
4,798
|
482,966
|
||
General Growth Properties
|
771
|
13,724
|
16,983
|
302,297
|
17,754
|
316,021
|
||
HCP
|
915
|
37,927
|
19,861
|
823,238
|
20,776
|
861,165
|
||
Host Hotels & Resorts
|
3,260
|
54,246
|
68,024
|
1,131,919
|
71,284
|
1,186,165
|
||
Kimco Realty
|
802
|
15,567
|
20,962
|
406,872
|
21,764
|
422,439
|
||
Kite Realty Group Trust
|
1,359
|
6,944
|
29,658
|
151,552
|
31,017
|
158,496
|
||
LaSalle Hotel Properties
|
621
|
18,264
|
12,855
|
378,066
|
13,476
|
396,330
|
||
Lexington Realty Trust
|
1,233
|
10,974
|
25,750
|
229,175
|
26,983
|
240,149
|
||
Liberty Property Trust
|
355
|
12,940
|
7,547
|
275,088
|
7,902
|
288,028
|
||
Macerich
|
863
|
53,135
|
18,925
|
1,165,212
|
19,788
|
1,218,347
|
||
*National Retail Properties
|
586
|
16,045
|
12,736
|
348,712
|
13,322
|
364,757
|
||
ProLogis
|
1,191
|
42,614
|
24,870
|
889,849
|
26,061
|
932,463
|
||
PS Business Parks
|
250
|
17,063
|
5,282
|
360,497
|
5,532
|
377,560
|
||
Public Storage
|
333
|
47,706
|
6,971
|
998,665
|
7,304
|
1,046,371
|
||
Regency Centers
|
254
|
11,420
|
8,336
|
374,787
|
8,590
|
386,207
|
||
Simon Property Group
|
872
|
135,682
|
19,710
|
3,066,876
|
20,582
|
3,202,558
|
||
SL Green Realty
|
242
|
19,950
|
5,022
|
414,014
|
5,264
|
433,964
|
||
Starwood Hotels & Resorts Worldwide
|
108
|
6,394
|
2,279
|
134,917
|
2,387
|
141,311
|
||
†Strategic Hotel & Resorts
|
2,144
|
14,601
|
44,627
|
303,910
|
46,771
|
318,511
|
||
†Sunstone Hotel Investors
|
745
|
7,599
|
15,029
|
153,296
|
15,774
|
160,895
|
||
Taubman Centers
|
265
|
20,453
|
5,702
|
440,080
|
5,967
|
460,533
|
||
UDR
|
870
|
22,907
|
17,510
|
461,038
|
18,380
|
483,945
|
||
Ventas
|
1,011
|
59,436
|
20,971
|
1,232,885
|
21,982
|
1,292,321
|
||
Vornado Realty Trust
|
400
|
34,336
|
8,512
|
730,670
|
8,912
|
765,006
|
||
1,135,464
|
24,195,156
|
25,330,620
|
||||||
Total Common Stock
|
2,324,964
|
49,239,347
|
51,564,311
|
|||||
Warrants
|
0.00%
|
|||||||
=Nieuwe Steen Investments
|
517
|
-
|
12,954
|
-
|
13,471
|
-
|
||
Total Warrants
|
-
|
-
|
-
|
|||||
Short-Term Investments
|
2.90%
|
|||||||
≠Discount Notes
|
0.75%
|
|||||||
Federal Home Loan Bank
|
23,809
|
23,808
|
282,994
|
282,988
|
306,803
|
306,796
|
||
0.11% 5/25/12
|
8,714
|
8,713
|
103,576
|
103,566
|
112,290
|
112,279
|
||
0.115% 6/29/12
|
32,521
|
386,554
|
419,075
|
|||||
Repurchase Agreements
|
2.16%
|
|||||||
Bank of America 0.17%, dated 4/30/12, to be
|
||||||||
repurchased on 5/1/12, repurchase price $297,307
|
||||||||
(collateralized by U.S. government obligations 2.25%-4.125%
|
||||||||
1/31/15-5/15/15; market value $303,252)
|
22,415
|
22,415
|
274,891
|
274,891
|
297,306
|
297,306
|
||
BNP Paribas 0.17%, dated 4/30/12, to be
|
||||||||
repurchased on 5/1/12, repurchase price $909,698
|
||||||||
(collateralized by U.S. government obligations 0.00%-2.375%
|
||||||||
7/2/12-10/31/16; market value $927,888)
|
68,585
|
68,585
|
841,109
|
841,109
|
909,694
|
909,694
|
||
91,000
|
1,116,000
|
1,207,000
|
||||||
Total Short-Term Investments
|
123,521
|
1,502,554
|
1,626,075
|
|||||
Total Value of Securities Before Securities Lending Collateral
|
2,448,485
|
50,741,901
|
53,190,386
|
|||||
**Securities Lending Collateral
|
5.00%
|
|||||||
Investment Companies
|
||||||||
BNY Mellon SL DBT II Liquidating Fund
|
-
|
85,331
|
83,172
|
85,331
|
83,172
|
|||
Delaware Investments Collateral Fund No.1
|
-
|
2,717,635
|
2,717,635
|
2,717,635
|
2,717,635
|
|||
@†Mellon GSL Reinvestment Trust II
|
-
|
394,559
|
-
|
394,559
|
-
|
|||
Total Securities Lending Collateral
|
-
|
2,800,807
|
2,800,807
|
|||||
Total Value of Securities©
|
100.00%
|
2,448,485
|
53,542,708
|
55,991,193
|
||||
Total Investments at Cost
|
2,246,653
|
48,394,568
|
50,641,221
|
|||||
∆Securities have been classified by country of origin.
|
||||||||
†Non income producing security.
|
||||||||
=Security is being fair valued in accordance with the Fund’s fair valuation policy. At April 30, 2012, the aggregate amount of fair valued securities was $0, which represented 0.00% of the Fund’s net assets. See Note 1 in "Pro Forma Notes to Financial Statements."
|
||||||||
@Illiquid security. At April 30, 2012, the aggregate amount of illiquid securities was $0, which represented 0.00% of the Fund’s net assets. See Note 10 in “Pro Forma Notes to Financial Statements."
|
||||||||
*Fully or partially on loan.
|
||||||||
≠The rate shown is the effective yield at the time of purchase.
|
||||||||
**See Note 9 in “Pro Forma Notes to Sinancial Statements” for additional information on securities lending collateral.
|
||||||||
©Includes $3,053,226 of securities loaned.
|
||||||||
The following foreign currency exchange contracts were outstanding at April 30, 2012:1
|
||||||||
Delaware Pooled® Trust – The Global Real Estate Securities Portfolio
|
||||||||
Foreign Currency Exchange Contracts
|
||||||||
Unrealized
|
||||||||
Counterparty
|
Contracts to Receive/Deliver
|
In Exchange For
|
Settlement Date
|
Appreciation/(Depreciation)
|
||||
MNB
|
EUR (71,340)
|
USD 94,261
|
5/4/2012
|
($183)
|
||||
MNB
|
GBP (9,016)
|
USD 14,630
|
5/1/2012
|
(3)
|
||||
MNB
|
HKD (96,904)
|
USD 12,489
|
5/2/2012
|
(1)
|
||||
($187)
|
||||||||
The use of foreign currency exchange contracts involves elements of market risk and risks in excess of the amount recognized in the financial statements. The notional values presented above represent the Fund’s total exposure in such contracts, whereas only the net unrealized appreciation (depreciation) is reflected in the Fund’s net assets.
|
||||||||
1See Note 8 in “Pro Forma Notes to Financial Statements.”
|
||||||||
Summary of Abbreviations:
|
||||||||
EUR – European Monetary Unit
|
||||||||
GBP – British Pound Sterling
|
||||||||
HKD – Hong Kong Dollar
|
||||||||
MNB – Mellon National Bank
|
||||||||
REIT – Real Estate Investment Trust
|
||||||||
USD – United States Dollar
|
||||||||
See accompanying Pro Forma Notes, which are an integral part of the financial statements.
|
Delaware Global Real Estate Opportunities Fund
|
|||||||||
PRO FORMA COMBINED
|
|||||||||
Statement of Assets and Liabilities
|
|||||||||
As of April 30, 2012
|
|||||||||
(Unaudited)
|
|||||||||
Delaware Global Real Estate Securities Fund
|
Delaware Global Real Estate Opportunities Fund
|
Pro Forma Adjustments
|
Delaware Global Real Estate Opportunites Fund
Pro Forma Combined
|
||||||
Assets
|
|||||||||
Investments, at value
|
$ 2,324,964
|
$ 49,239,347
|
$ -
|
$ 51,564,311
|
|||||
Short-term investments, at value
|
123,521
|
1,502,554
|
1,626,075
|
||||||
Short-term investments held as collateral for loaned securities
|
-
|
2,800,807
|
2,800,807
|
||||||
Cash
|
1,970
|
42,301
|
44,271
|
||||||
Foreign currencies, at value
|
988
|
11,986
|
12,975
|
||||||
Receivable for securities sold
|
46,266
|
1,009,123
|
1,055,389
|
||||||
Receivable for fund shares sold
|
1,097
|
142,224
|
143,321
|
||||||
Dividends, interest and securities lending income receivable
|
6,963
|
141,604
|
148,567
|
||||||
Total Assets
|
2,505,770
|
54,889,946
|
-
|
57,395,716
|
|||||
Liabilities
|
|||||||||
Foreign currency exchange contracts, at value
|
-
|
187
|
187
|
||||||
Payable for securities purchased
|
11,581
|
224,841
|
236,422
|
||||||
Obligation to return securities lending collateral
|
3,197,525
|
3,197,525
|
|||||||
Payable for fund shares purchased
|
57,229
|
57,229
|
|||||||
Accrued expenses and other liabilities
|
40,419
|
44,227
|
84,646
|
||||||
Total Liabilities
|
52,000
|
3,524,010
|
-
|
3,576,009
|
|||||
Total Net Assets
|
$ 2,453,770
|
$ 51,365,936
|
$ -
|
$ 53,819,706
|
|||||
Investments, at cost
|
$ 2,246,653
|
$ 48,394,568
|
$ -
|
$ 50,641,221
|
|||||
Foreign currencies, at cost
|
$ 988
|
$ 42,246
|
$ 43,234
|
||||||
Analysis of Net Assets
|
|||||||||
Shares of beneficial interest (unlimited authorization - no par)
|
$ 3,403,387
|
$ 156,391,684
|
$ -
|
$ 159,795,071
|
|||||
Accumulated net investment loss
|
(26,964)
|
(240,729)
|
(267,693)
|
||||||
Accumulated net realized loss on investments
|
(1,124,882)
|
(109,934,605)
|
(111,059,487)
|
||||||
Net unrealized appreciation/depreciation of investments and derivatives
|
202,229
|
5,149,586
|
5,351,815
|
||||||
Total Net Assets
|
$ 2,453,770
|
$ 51,365,936
|
$ -
|
$ 53,819,706
|
|||||
Shares Outstanding
|
425,440
|
9,011,814
|
5,139
|
9,442,393
|
|||||
Class A Shares
|
46,859
|
1,507
|
621
|
48,987
|
|||||
Class C Shares
|
4,185
|
-
|
42
|
4,227
|
|||||
Class R Shares
|
1,075
|
-
|
13
|
1,088
|
|||||
Institutional Shares
|
373,321
|
9,010,307
|
4,463
|
9,388,091
|
|||||
Net Assets:
|
|||||||||
Class A Shares
|
$ 270,169
|
8,578
|
$ 278,747
|
||||||
Class C Shares
|
24,046
|
24,046
|
|||||||
Class R Shares
|
6,189
|
6,189
|
|||||||
Institutional Shares
|
2,153,366
|
51,357,358
|
53,510,724
|
||||||
Net asset value per share:
|
|||||||||
|
|||||||||
Class A Shares
|
$5.77
|
$5.69
|
$5.69
|
||||||
Class C Shares
|
$5.75
|
$5.69
|
|||||||
Class R Shares
|
$5.76
|
$5.69
|
|||||||
Institutional Shares
|
$5.77
|
$5.70
|
$5.70
|
||||||
Offering price per share:
|
|||||||||
Class A Shares
|
$6.12
|
$6.04
|
$6.04
|
||||||
See accompanying Pro Forma Notes, which are an integral part of the financial statements.
|
Delaware Global Real Estate Opportunities Fund
|
|||||||
PRO FORMA COMBINED
|
|||||||
Statement of Operations
|
|||||||
For the Twelve Months Ended April 30, 2012
|
|||||||
(Unaudited)
|
|||||||
Delaware Global Real Estate Securities Fund
|
Delaware Global Real Estate Opportunities Fund
|
Pro Forma
Adjustments
|
Delaware Global Real Estate Opportunities Fund
Pro Forma Combined
|
||||
Investment Income:
|
|||||||
Dividends
|
$ 72,426
|
$ 1,764,624
|
$ -
|
$ 1,837,050
|
|||
Interest
|
209
|
9,677
|
9,886
|
||||
Securities lending income
|
-
|
29,208
|
29,208
|
||||
Foreign tax withheld
|
(3,786)
|
(96,263)
|
(100,049)
|
||||
Total investment income
|
68,850
|
1,707,246
|
-
|
1,776,096
|
|||
Expenses:
|
|
||||||
Management fees
|
22,201
|
507,300
|
529,501
|
||||
Distribution expenses - Class A
|
685
|
20
|
(114)
|
A
|
591
|
||
Distribution expenses - Class C
|
259
|
-
|
259
|
||||
Distribution expenses - Class R
|
34
|
-
|
34
|
||||
Dividend disbursing and transfer agent fees and expenses
|
6,231
|
22,495
|
(4,914)
|
B
|
23,812
|
||
Accounting and administration expenses
|
882
|
20,105
|
20,987
|
||||
Reports and statements to shareholders
|
24,244
|
25,595
|
(24,244)
|
B
|
25,595
|
||
Registration fees
|
68,795
|
57,050
|
(68,795)
|
B
|
57,050
|
||
Legal fees
|
6,875
|
5,198
|
(6,875)
|
B
|
5,198
|
||
Audit and tax
|
12,055
|
14,777
|
(10,500)
|
B
|
16,332
|
||
Trustees' fees
|
119
|
2,707
|
2,826
|
||||
Custodian fees
|
12,891
|
27,091
|
(12,389)
|
B
|
27,593
|
||
Insurance fees
|
31
|
652
|
683
|
||||
Dues and services
|
8,488
|
8,661
|
(8,479)
|
B
|
8,670
|
||
Consulting fees
|
26
|
475
|
501
|
||||
Pricing fees
|
2,946
|
2,997
|
(2,946)
|
B
|
2,997
|
||
Trustees' expenses
|
14
|
179
|
193
|
||||
166,776
|
695,302
|
(139,256)
|
722,822
|
||||
Less expenses absorbed or waived
|
(140,305)
|
(106,864)
|
139,142
|
B
|
(108,027)
|
||
Less expenses paid directly
|
-
|
-
|
|||||
Less waived distribution expenses - Class A
|
(114)
|
-
|
114
|
C
|
-
|
||
Less waived distribution expenses - Class R
|
(6)
|
-
|
(6)
|
||||
Total expenses
|
26,351
|
588,438
|
-
|
614,789
|
|||
Net Investment Income
|
42,499
|
1,118,808
|
-
|
1,161,307
|
|||
Net Realized and Unrealized Gain (Loss):
|
|||||||
Net realized gain (loss) on:
|
|||||||
Investments
|
(37,869)
|
2,367,644
|
-
|
2,329,775
|
|||
Foreign currencies
|
(539)
|
(33,639)
|
|||||
Foreign currency exchange contracts
|
(6,396)
|
(118,246)
|
|||||
Net change in unrealized appreciation/(depreciation)
|
497,599
|
3,504,370
|
-
|
4,001,969
|
|||
Net Realized and Unrealized Gain (Loss)
|
452,795
|
5,720,129
|
-
|
6,331,744
|
|||
Net Increase in Net Assets Resulting from Operations
|
$ 495,293
|
$ 6,838,937
|
$ -
|
$ 7,493,051
|
|||
A Decrease to reflect the post-merger distribution and services fee (12b-1) agreement of the Acquiring Fund.
|
|||||||
B Decrease to reflect appropriate expense levels by merging the Funds.
|
|||||||
C Increase to reflect the post-merger distribution and services fee (12b-1) agreement of the Acquiring Fund.
|
|||||||
See accompanying Pro Forma Notes, which are an integral part of the financial statements.
|
|||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|
Common Stock
|
$2,324,964
|
$ -
|
$-
|
$2,324,964
|
Short-Term Investments
|
|
123.521
|
|
123,521
|
Securities Lending Collateral
|
-
|
- | - |
-
|
Total
|
$2,324,964
|
$123,521
|
$
|
$2,448,485
|
Foreign Currency Exchange Contracts
|
$-
|
$-
|
$-
|
$-
|
Acquiring Fund
|
||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|
Common Stock
|
$49,239,347
|
$-
|
$-
|
$49,239,347
|
Short-Term Investments
|
-
|
1,502,554
|
-
|
1,502,554
|
Securities Lending Collateral
|
-
|
2,800,807
|
-
|
2.800.807
|
Total
|
$49,239,347
|
$4,303,361
|
$
|
$53,542,708
|
Foreign Currency Exchange Contracts
|
$-
|
$(187)
|
$-
|
$(187)
|
Acquiring Fund Pro Forma Combining
|
|
|||
Level 1 | Level 2 | Level 3 | Total | |
Common Stock
|
$51,564,311
|
$-
|
$-
|
$51,564,311
|
Short-Term Investments
|
-
|
1,626,075
|
-
|
1,626,075
|
Securities Lending Collateral
|
-
|
2,800,807
|
-
|
2.800.807
|
Total
|
$51,564,311
|
$4,426,882
|
$
|
$55,991,193
|
Foreign Currency Exchange Contracts
|
$-
|
$(187)
|
$-
|
$(187)
|
Item 15.
|
Indemnification. Article VII, Section 2 (November 15, 2006) to the Agreement and Declaration of Trust incorporated into this filing by reference the Registration Statement on Form N-14 (File No. 333-146274) filed September 24, 2007. Article VI of the Amended and Restated By-Laws (November 16, 2006) incorporated into this filing by reference to the Registration Statement on Form N-14 (File No. 333-146274) filed September 24, 2007.
|
Item 16.
|
Exhibits. The following exhibits are incorporated by reference to the Registrant’s previously filed registration statements on Form N-1A indicated below, except as noted:
|
|
(1)
|
Copies of the charter of the Registrant as now in effect;
|
|
(a)
|
Executed Agreement and Declaration of Trust (December 17, 1998) incorporated into this filing by reference to Post-Effective Amendment No. 12 filed November 22, 1999.
|
|
(i)
|
Executed Certificate of Amendment (November 15, 2006) to the Agreement and Declaration of Trust incorporated into this filing by reference to the Registration Statement on Form N-14 (File No. 333-146274) filed September 24, 2007.
|
|
(ii)
|
Executed Certificate of Amendment (February 26, 2009) to the Agreement and Declaration of Trust incorporated into this filing by reference to Post-Effective Amendment No. 29 filed December 30, 2009.
|
|
(iii)
|
Executed Certificate of Amendment (August 18, 2009) to the Agreement and Declaration of Trust incorporated into this filing by reference to Post-Effective Amendment No. 29 filed December 30, 2009.
|
|
(b)
|
Executed Certificate of Trust (December 17, 1998) incorporated into this filing by reference to Post-Effective Amendment No. 12 filed November 22, 1999.
|
|
(2)
|
Copies of the existing bylaws or corresponding instruments of the Registrant;
|
|
(a)
|
Amended and Restated By-Laws (November 16, 2006) incorporated into this filing by reference to the Registration Statement on Form N-14 (File No. 333-146274) filed September 24, 2007.
|
|
(3)
|
Copies of any voting trust agreement affecting more than 5 percent of any class of equity securities of the Registrant;
|
|
Not applicable.
|
|
(4)
|
Copies of the agreement of acquisition, reorganization, merger, liquidation and any amendments to it;
|
|
(a)
|
Form of Agreement and Plan of Reorganization by the Registrant, on behalf of its series, Delaware Global Real Estate Opportunities Fund, and Delaware Group Equity Funds IV, on behalf of its series, Delaware Global Real Estate Securities Fund, is filed herewith as Exhibit A to the Information Statement/Prospectus.
|
|
(5)
|
Copies of all instruments defining the rights of holders of the securities being registered, including copies, where applicable, of the relevant portion of the articles of incorporation or by-laws of the Registrant;
|
|
(a)
|
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. 12 filed November 22, 1999.
|
|
(b)
|
By-Laws. Article II of the Amended and Restated By-Laws (November 16, 2006) incorporated into this filing by reference to the Registration Statement on Form N-14 (File No. 333-146274) filed September 24, 2007.
|
|
(6)
|
Copies of all investment advisory contracts relating to the management of the assets of the Registrant;
|
|
(a)
|
Executed Investment Management Agreement (January 4, 2010) 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. 30 filed February 26, 2010.
|
|
(i)
|
Executed Amendment No. 1 (March 31, 2011) to Exhibit A of the Investment Management Agreement 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. 40 filed February 28, 2012.
|
|
(b)
|
Executed Investment Advisory Expense Limitation Letter (February 28, 2012) 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. 40 filed February 28, 2012.
|
|
(7)
|
Copies of each underwriting or distribution contract between the Registrant and a principal underwriter, and specimens or copies of all agreements between principal underwriters and dealers;
|
|
(a)
|
Distribution Agreements.
|
|
(i)
|
Executed Amended and Restated Distribution Agreement (January 4, 2010) between Delaware Distributors, L.P. and the Registrant incorporated into this filing by reference to Post-Effective Amendment No. 31 filed January 14, 2011.
|
|
(ii)
|
Executed Amendment No. 1 (July 28, 2011) to Schedule 1 of the Amended and Restated Distribution Agreement incorporated into this filing by reference to Post-Effective Amendment No. 40 filed February 28, 2012.
|
|
(iii)
|
Executed Distribution Expense Limitation Letter (February 28, 2012) between Delaware Distributors, L.P. and the Registrant incorporated into this filing by reference to Post-Effective Amendment No. 40 filed February 28, 2012.
|
|
(b)
|
Form of Dealer's Agreement incorporated into this filing by reference to Post-Effective Amendment No. 40 filed February 28, 2012.
|
|
(c)
|
Form of Registered Investment Advisers Agreement incorporated into this filing by reference to Post-Effective Amendment No. 40 filed February 28, 2012.
|
|
(d)
|
Form of Bank/Trust Agreement incorporated into this filing by reference to Post-Effective Amendment No. 40 filed February 28, 2012.
|
|
(8)
|
Copies of all bonus, profit sharing, pension or other similar contracts or arrangements wholly or partly for the benefit of directors or officers of the Registrant in their capacity as such. Furnish a reasonably detailed description of any plan that is not set forth in a formal document;
|
|
(9)
|
Copies of all custodian agreements and depository contracts under Section 17(f) of the Investment Company Act of 1940, as amended (the “1940 Act”), for securities and similar investments of the Registrant, including the schedule of remuneration;
|
|
(a)
|
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 incorporated into this filing by reference to Post-Effective Amendment No. 28 filed February 27, 2009.
|
|
(b)
|
Executed Securities Lending Authorization Agreement (July 20, 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. 1 to the Registration Statement on Form N-14 (File No. 333-146274) filed February 20, 2008.
|
|
(i)
|
Executed Amendment (September 22, 2009) to the Securities Lending Authorization Agreement incorporated into this filing by reference to Post-Effective Amendment No. 32 filed February 28, 2011.
|
|
(ii)
|
Executed Amendment No. 2 (January 1, 2010) to the Securities Lending Authorization Agreement incorporated into this filing by reference to Post-Effective Amendment No. 30 filed February 26, 2010.
|
|
(10)
|
Copies of any plan entered into by Registrant pursuant to Rule 12b-1 under the 1940 Act and any agreements with any person relating to implementation of the plan, and copies of any plan entered into by Registrant pursuant to Rule 18f-3 under the 1940 Act, any agreement with any person relating to implementation of the plan, any amendment to the plan, and a copy of the portion of the minutes of the meeting of the Registrant’s trustees describing any action taken to revoke the plan;
|
|
(a)
|
Plan under Rule 12b-1 for Class A (April 19, 2001) incorporated into this filing by reference to Post-Effective Amendment No. 17 filed December 28, 2001.
|
|
(b)
|
Plan under Rule 12b-1 for Class B (April 19, 2001) incorporated into this filing by reference to Post-Effective Amendment No. 17 filed December 28, 2001.
|
|
(c)
|
Plan under Rule 12b-1 for Class C (April 19, 2001) incorporated into this filing by reference to Post-Effective Amendment No. 17 filed December 28, 2001.
|
|
(d)
|
Plan under Rule 12b-1 for Class R (May 15, 2003) incorporated into this filing by reference to Post-Effective Amendment No. 25 filed February 22, 2006.
|
|
(e)
|
Plan under Rule 18f-3 (February 18, 2010) incorporated into this filing by reference to Post-Effective Amendment No. 30 filed February 26, 2010.
|
|
(i)
|
Appendix A (July 27, 2012) to Plan under Rule 18f-3 attached as Exhibit No. EX-99.10.e.i.
|
|
(11)
|
An opinion and consent of counsel as to the legality of the securities being registered, indicating whether they will, when sold, be legally issued, fully paid and nonassessable;
|
|
(a)
|
Opinion and Consent of Counsel (August 2012) relating to the Registrant attached as Exhibit No. EX-99.11.a.
|
|
(12)
|
An opinion, and consent to their use, of counsel or, in lieu of an opinion, a copy of the revenue ruling from the Internal Revenue Service, supporting the tax matters and consequences to shareholders discussed in the prospectus;
|
|
(a)
|
Form of Opinion and Consent of Counsel regarding tax matters attached as Exhibit No. EX-99.12.a.
|
|
(13)
|
Copies of all material contracts of the Registrant not made in the ordinary course of business which are to be performed in whole or in part on or after the date of filing the registration statement;
|
|
(a)
|
Executed Shareholder Services Agreement (April 19, 2001) between Delaware Service Company, Inc. and the Registrant incorporated into this filing by reference to Post-Effective Amendment No. 17 filed December 28, 2001.
|
|
(i)
|
Executed Amendment (July 18, 2011) to Schedule A to the Shareholder Services Agreement incorporated into this filing by reference to Post-Effective Amendment No. 40 filed February 28, 2012.
|
|
(ii)
|
Executed Schedule B (July 18, 2011) to the Shareholder Services Agreement incorporated into this filing by reference to Post-Effective Amendment No. 40 filed February 28, 2012.
|
|
(iii)
|
Executed Letter Amendment (August 23, 2002) to the Shareholder Services Agreement incorporated into this filing by reference to Form N-14 (File No. 333-109743) filed October 16, 2003.
|
|
(b)
|
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. 1 to the Registration Statement on Form N-14 (File No. 333-146274) filed February 20, 2008.
|
|
(c)
|
Executed Fund Accounting and Financial Administration Oversight Agreement (January 4, 2010) between Delaware Service Company, Inc. and the Registrant incorporated into this filing by reference to Post-Effective Amendment No. 31 filed January 14, 2011.
|
|
(i)
|
Amendment No. 2 (January 31, 2011) to Schedule A of the Fund Accounting and Financial Administration Oversight Agreement incorporated into this filing by reference to Post-Effective Amendment No. 32 filed February 28, 2011.
|
|
(14)
|
Copies of any other opinions, appraisals or rulings, and consents to their use, relied on in preparing the registration statement and required by Section 7 of the 1933 Act;
|
|
(a)
|
Consent of Independent Registered Public Accounting Firm (August 2012) attached as Exhibit No. EX-99.14.a.
|
|
(15)
|
All financial statements omitted pursuant to Item 14(a)(1);
|
|
(16)
|
Manually signed copies of any power of attorney pursuant to which the name of any person has been signed to the registration statement; and
|
|
(a)
|
Powers of Attorney (May 23, 2012) attached as Exhibit No. EX-99.16.a.
|
|
(17)
|
Any additional exhibits which the Registrant may wish to file.
|
|
(1)
|
Code of Ethics for the Delaware Investments’ Family of Funds (December 1, 2011) incorporated into this filing by reference to Post-Effective Amendment No. 42 filed May 25, 2012.
|
|
(2)
|
Code of Ethics for Delaware Investments (Delaware Management Company, a series of Delaware Management Business Trust, and Delaware Distributors, L.P.) (December 1, 2011) incorporated into this filing by reference to Post-Effective Amendment No. 42 filed May 25, 2012.
|
|
(1)
|
The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
|
|
(2)
|
The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
|
|
(3)
|
The undersigned Registrant agrees to file by Post-Effective Amendment the opinion and consent of counsel regarding the tax consequences of the proposed reorganization required by Item 16(12) of Form N-14 within a reasonable time after receipt of such opinion.
|
Signature
|
Title
|
Date
|
Patrick P. Coyne *
Patrick P. Coyne
|
Chairman/President/Chief Executive Officer (Principal Executive Officer) and Trustee
|
August 10, 2012
|
Thomas L. Bennett *
Thomas L. Bennett
|
Trustee
|
August 10, 2012
|
John A. Fry *
John A. Fry
|
Trustee
|
August 10, 2012
|
Anthony D. Knerr *
Anthony D. Knerr
|
Trustee
|
August 10, 2012
|
Lucinda S. Landreth *
Lucinda S. Landreth
|
Trustee
|
August 10, 2012
|
Ann R. Leven *
Ann R. Leven
|
Trustee
|
August 10, 2012
|
Frances A. Sevilla-Sacasa *
Frances A. Sevilla-Sacasa
|
Trustee
|
August 10, 2012
|
Janet L. Yeomans *
Janet L. Yeomans
|
Trustee
|
August 10, 2012
|
J. Richard Zecher *
J. Richard Zecher
|
Trustee
|
August 10, 2012
|
/s/ Richard Salus
Richard Salus
|
Senior Vice President/Chief Financial Officer (Principal Financial Officer)
|
August 10, 2012
|
*By: /s/ Richard Salus
Richard Salus
as Attorney-in-Fact for
each of the persons indicated
(Pursuant to Powers of Attorney filed herewith)
|
EX-99.11.a
|
Opinion and Consent of Counsel (August 2012) relating to the Registrant
|
EX-99.12.a
|
Form of Opinion and Consent of Counsel with respect to certain tax consequences relating to the Agreement and Plan of Reorganization
|
EX-99.14.a
|
Consent of Independent Registered Public Accounting Firm (August 2012)
|
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 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 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 IV
|
|||
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 Smid 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 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 Core Bond 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 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 Diversified Floating Rate 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 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
|
|||
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
|
|||
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
|
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® 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
|
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%
|
5
|
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 Focus Global Growth 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 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 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 Macquarie Global Infrastructure 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
|
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® 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 International Bond 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 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
|
Delaware Group® Cash Reserve
|
|||
Delaware Cash® Reserve Fund
|
|||
Class A
|
N/A
|
N/A
|
N/A
|
Class B
|
.75%
|
.25%
|
8
|
Class C
|
.75%
|
.25%
|
N/A
|
Consultant Class
|
.30%
|
N/A
|
N/A
|
Delaware Group® Foundation Funds
|
|||
Delaware Foundation® Conservative Allocation 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 Foundation® Equity 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 Foundation® Growth Allocation 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 Foundation® Moderate Allocation 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 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
|
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
|
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 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
|
|
Subject:
|
Registration Statement on Form N-14
|
|
Re:
|
Agreement and Plan of Reorganization, made as of _____ __, 2012 (the “Agreement”), by and between Delaware Group Adviser Funds, a statutory trust (the “Acquiring Trust”) created under the laws of the State of Delaware, on behalf of its series, Delaware Global Real Estate Opportunities Fund (the “Acquiring Fund”) and Delaware Group Equity Funds IV, a statutory trust (the “Acquired Trust”) created under the laws of the State of Delaware, on behalf of its series, Delaware Global Real Estate Securities Fund (the “Acquired Fund”)
|
|
Ladies and Gentlemen:
|