PROXY STATEMENT
TABLE OF CONTENTS
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Page
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PROPOSAL: TO APPROVE A SUB-ADVISORY AGREEMENT
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6
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Introduction to the
Proposal
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6
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The Proposed
Sub-Advisory Agreement
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8
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Board
considerations in approving the Proposed
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Sub-Advisory
Agreement
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12
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Required
vote
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18
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VOTING INFORMATION
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19
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How will
shareholder voting be handled?
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19
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How do I ensure my
vote is accurately recorded?
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19
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May I revoke my
proxy?
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20
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What other matters
will be voted upon at the Meeting?
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20
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Who is entitled to
vote?
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20
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What is the Quorum
requirement?
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21
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Who will pay the
expenses of the Meeting?
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21
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What other
solicitations will be made?
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21
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How do I submit a
shareholder proposal for inclusion in a Trusts
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proxy
statement for a future shareholder meeting?
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21
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How may I
communicate with the Boards?
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22
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MORE INFORMATION ABOUT THE FUNDS
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22
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PRINCIPAL HOLDERS OF SHARES
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25
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APPENDIX A - FORM OF PROPOSED
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SUB-ADVISORY
AGREEMENT
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A-1
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APPENDIX B - MEMBERS AND OFFICERS OF
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JACKSON SQUARE
PARTNERS, LLC
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B-1
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APPENDIX C - 5% SHARE OWNERSHIP
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C-1
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3
PROXY STATEMENT
f
or
Delaware U.S. Growth Fund, a series
of Delaware Group
®
Adviser
Funds
Delaware Smid Cap Growth Fund, a
series of Delaware Group Equity Funds IV
Delaware Focus Global Growth Fund, a
series of Delaware Group Global and
International Funds
Delaware Select Growth Fund, a series
of Voyageur Mutual Funds III
The Large-Cap Growth Equity
Portfolio, The Focus Smid-Cap Growth Equity
Portfolio and The Select 20
Portfolio, series of Delaware Pooled Trust
Delaware VIP
®
U.S. Growth
Series and Delaware VIP Smid Cap Growth Series,
series of Delaware VIP
Trust
Delaware
Foundation
®
Growth Allocation Fund, Delaware
Foundation
®
Moderate
Allocation Fund, and Delaware
Foundation
®
Conservative
Allocation Fund, series
of Delaware Group Foundation
Funds
®
Dated March 26, 2014
Important notice regarding the
availability of proxy materials for the shareholder
meeting to be held on May
16, 2014: this proxy statement is available
at
www.delawareinvestments.com/proxy.
This proxy statement (the Proxy
Statement) solicits proxies to be voted at a joint special meeting of
shareholders (the Meeting) of Delaware U.S. Growth Fund, Delaware Smid Cap
Growth Fund, Delaware Focus Global Growth Fund, Delaware Select Growth Fund, The
Large-Cap Growth Equity Portfolio, The Focus Smid-Cap Growth Equity Portfolio,
The Select 20 Portfolio, Delaware VIP U.S. Growth Series, Delaware VIP Smid Cap
Growth Series, Delaware Foundation Growth Allocation Fund, Delaware Foundation
Moderate Allocation Fund, and Delaware Foundation Conservative Allocation Fund
(each, a Fund and together, the Funds), series of Delaware Group Adviser
Funds, Delaware Group Equity Funds IV, Delaware Group Global and International
Funds, Voyageur Mutual Funds III, Delaware Pooled Trust, Delaware VIP Trust, and
Delaware Group Foundation Funds
®
(each, a Trust and together, the
Trusts). The Meeting was called by the Boards of Trustees of the Trusts (the
Boards or the Trustees)
to vote on the
approval of a sub-advisory agreement for the Funds (the
Proposal).
4
The principal office of the Trusts is
located at 2005 Market Street, Philadelphia, Pennsylvania 19103. You can reach
the office of the Trusts by telephone by calling 1-800-523-1918. Each Trust is a
Delaware statutory trust registered as an open-end management investment company
under the Investment Company Act of 1940, as amended (the 1940 Act).
The Meeting will be held at the offices
of Stradley Ronon Stevens & Young, LLP, 2005 Market Street, 26th Floor,
Philadelphia, Pennsylvania 19103, on May 16, 2014 at 3:00 p.m., Eastern time.
Only Fund shareholders and officers, agents, and employees of the Trusts or
their investment adviser or sub-adviser will be admitted to the Meeting. The
Boards, on behalf of the Funds, are soliciting these proxies. This Proxy
Statement is first being sent to shareholders on or about April 4,
2014.
This Proxy Statement gives you
information about the proposed sub-advisory agreement and other matters that you
should know before voting on the Proposal.
Each Funds annual report to
shareholders is sent to shareholders of record following the Funds fiscal year
end. Each Fund will furnish, without charge, a copy of its most recent annual
report and most recent succeeding semiannual report, if any, to a shareholder
upon request. Such requests should be directed to the Funds by calling
1-800-523-1918 or by writing to a Fund at Attention: Shareholder Services, 2005
Market Street, Philadelphia, Pennsylvania 19103-7094. Each Funds most recent
annual report and most recent succeeding semiannual report, if any, are also
available free of charge through the Funds website at
www.delawareinvestments.com.
5
PROPOSAL: TO APPROVE A
SUB-ADVISORY AGREEMENT
Introduction to the
Proposal
At the
Meeting, shareholders of each Fund will be asked to approve an investment
sub-advisory agreement (the Proposed Sub-Advisory Agreement) between Delaware
Management Company, the Funds investment adviser (DMC), and Jackson Square
Partners, LLC (the Jackson Square). Jackson Square will be a joint venture
between Delaware Investments Advisers Partner, Inc., an affiliate of DMC (DIAP
and with DMC, Delaware Investments), and California Street Partners, LLC, a
California limited liability company. Jackson Square will be comprised of the
portfolio managers currently responsible for managing all or part of each Fund
(the Focus Growth Team). In connection with the transition of the Focus Growth
Team into Jackson Square, the Focus Growth Team will become owners and officers
of Jackson Square, and will continue to provide portfolio management services to
the Funds pursuant to the Proposed Sub-Advisory Agreement (the Transaction).
Accordingly, the Funds Boards are seeking your approval of the Proposed
Sub-Advisory Agreement.
The Boards are proposing the
approval of the Proposed Sub-Advisory Agreement in order to continue to
capitalize on the skill and expertise of the Focus Growth Team. For the Funds
(other than Delaware Foundation Growth Allocation Fund, Delaware Foundation
Moderate Allocation Fund, and Delaware Foundation Conservative Allocation Fund),
it is proposed that the same members of the Focus Growth Team who have managed
the Funds portfolios will continue to manage the entirety of the Funds
portfolios in their new roles as portfolio managers at Jackson Square. It is
also proposed that the Focus Growth Team will continue to manage the same
sleeves of the portfolios as they had previously managed for Delaware Foundation
Growth Allocation Fund, Delaware Foundation Moderate Allocation Fund, and
Delaware Foundation Conservative Allocation Fund in their new roles as portfolio
managers of Jackson Square. The Focus Growth Team has managed all or part of
each Fund since 2005, except in the case of the Delaware Smid Cap Growth Fund,
which the Focus Growth Team has been managing since 2010.
The Proposed Sub-Advisory Agreement
will not become effective with respect to each Fund unless it is approved by the
shareholders of that Fund. In the event that the shareholders of a Fund do not
approve the Proposed Sub-Advisory Agreement, the applicable Funds Board will
take such action that it deems to be in the best interests of the Fund and its
shareholders, including having the Fund be fully managed by DMC under the
current investment advisory agreement.
6
For a
general description of the key terms of the Proposed Sub-Advisory Agreement, see
The Proposed Sub-Advisory Agreement below. A form of Proposed Sub-Advisory
Agreement is included in Appendix A. Shareholder approval of the Proposal will
not change the fees charged to Fund shareholders. Shareholders will continue to
pay management fees to DMC and DMC, in turn, will compensate Jackson Square for
its services to the Funds out of the fees paid to DMC.
The Current Sub-Advisory
Agreement
On behalf of each of the Funds, DMC
engaged Delaware Investments Advisory Services (DIAS), an affiliate of DMC, to
serve as the Funds sub-adviser pursuant to a sub-advisory agreement (the
Current Sub-Advisory Agreement) between DMC and DIAS. Subject to the
supervision of DMC and the Funds Boards, DIAS will direct the investment of all
or part of the Funds assets. The terms of the Current Sub-Advisory Agreement
are substantially similar to the Proposed Sub-Advisory agreement.
DIAS was formed and filed its
investment adviser registration with the U.S. Securities and Exchange Commission
(the SEC) in March 2014. After the SEC declares DIAS registration effective,
members of the Focus Growth Team will become officers of DIAS. DIAS is a wholly
owned subsidiary of Delaware Investments Fund Advisers (DIFA). DIFA and DMC
are both series of Delaware Management Business Trust, a Delaware statutory
trust (DMBT). DMBT is a direct wholly owned subsidiary of Delaware Management
Holdings, Inc. (DMHI), which, in turn, is an indirect, wholly owned
subsidiary, and subject to the ultimate control, of Macquarie Group Ltd.
(Macquarie). DMC, DMBT, DIAP, DIAS, DIFA, and DMHI are located at 2005 Market
Street, Philadelphia, Pennsylvania 19103. Macquarie is located at No. 1 Martin
Place, Sydney, New South Wales 2000, Australia. Macquarie is a global provider
of banking, financial, advisory, investment and funds management
services.
Transition of the Focus Growth Team
from DIAS to Jackson Square
Following the closing of the
Transaction, which is expected to occur on or about April 30, 2014, the Focus
Growth Team will move from DIAS to Jackson Square. At that time, Jackson Square
will become the sub-adviser to the Funds pursuant to an interim sub-advisory
agreement (as discussed below). Shareholder approval of the interim sub-advisory
agreement is not required but in order for Jackson Square to serve as the Funds
sub-adviser for more than 150 days, shareholders must approve a final
sub-advisory agreement between DMC and Jackson Square. The terms of that
agreement are discussed in detail below. Jackson Square is a California limited
liability company located at 101 California Street, San Francisco, CA 94111.
7
Jackson Square will provide investment
management services to mutual funds, high net worth individuals, and
institutional investors. More information about Jackson Squares members and
officers is contained in Appendix B.
The Interim Sub-Advisory
Agreement
When the
Transaction closes on or about April 30, 2014, the Current Sub-Advisory
Agreement will terminate because it will be assigned to Jackson Square, although
DMC will continue to serve as the Funds investment adviser. Because the Current
Sub-Advisory Agreement will terminate prior to the Meeting, the Board has
approved an interim sub-advisory agreement between DMC and Jackson Square (the
Interim Agreement) in order to ensure continuity of portfolio management
services. As a result, the Interim Agreement will become effective at the time
of the closing of the Transaction. The Interim Agreement will remain in effect
for 150 days or until Fund shareholders approve the Proposed Sub-Advisory
Agreement. The Interim Agreement is substantially similar to the Current
Sub-Advisory Agreement except for the provisions (i) governing the length of,
and the ability to terminate, the Interim Agreement; and (ii) requiring that the
fees earned under the Interim Agreement must be held in an interest-bearing
escrow pending shareholder approval of the Proposed Sub-Advisory Agreement. With
respect to the escrow provisions, the amount placed in an escrow account during
the term of the Interim Agreement will be paid to Jackson Square if Fund
shareholders approve the Proposed Sub-Advisory Agreement. If the Funds
shareholders do not approve the Proposed Sub-Advisory Agreement, Jackson Square
will be paid out of the escrow account the lesser of its costs in performing
under the Interim Agreement or the total amount in the escrow account plus
interest earned. The Interim Agreement is intended to comply with the rules
under the 1940 Act governing interim advisory agreements.
The Proposed Final Sub-Advisory
Agreement
Each Board approved the Proposed
Sub-Advisory Agreement with respect to its Fund(s) at an in-person meeting on
February 18-20, 2014. A copy of the Proposed Sub-Advisory Agreement is contained
in Appendix A.
8
Under the Proposed Sub-Advisory
Agreement, DMC will pay Jackson Square a fee for each Fund sub-advised by
Jackson Square at the following rates:
Fund
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Sub-Advisory
Fee
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0.325% on first $500 million
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Delaware U.S. Growth
Fund
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0.30% on next $500 million
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0.275% on next $1.5 billion
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0.25% on assets in excess of $2.5
billion
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|
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0.375% on first $500 million
|
Delaware Smid Cap Growth
Fund
|
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0.35% on next $500 million
|
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0.325% on next $1.5 billion
|
|
|
0.30% on assets in excess of $2.5
billion
|
|
|
|
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0.325% on first $500 million
|
Delaware Foundation
®
Conservative
|
|
0.30% on next $500 million
|
Allocation Fund
|
|
0.275% on next $1.5 billion
|
|
|
0.25% on assets in excess of $2.5
billion
|
|
|
|
|
|
0.325% on first $500 million
|
Delaware Foundation
®
Growth
|
|
0.30% on next $500 million
|
Allocation Fund
|
|
0.275% on next $1.5 billion
|
|
|
0.25% on assets in excess of $2.5
billion
|
|
|
|
|
|
0.325% on first $500 million
|
Delaware Foundation
®
Moderate
|
|
0.30% on next $500 million
|
Allocation Fund
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|
0.275% on next $1.5 billion
|
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0.25% on assets in excess of $2.5
billion
|
|
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0.425% on first $500 million
|
Delaware Focus Global Growth
Fund
|
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0.40% on next $500 million
|
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0.375% on next $1.5 billion
|
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|
0.35% on assets in excess of $2.5
billion
|
|
The Focus Smid-Cap Growth
|
|
|
Equity Portfolio
|
|
0.375%
|
|
|
|
The Large-Cap Growth Equity
Portfolio
|
|
0.275%
|
|
|
|
The Select 20 Portfolio
|
|
0.375%
|
|
|
|
|
|
0.375% on first $500 million
|
Delaware VIP
®
Smid Cap
|
|
0.35% on next $500 million
|
Growth Series
|
|
0.325% on next $1.5 billion
|
|
|
0.30% on assets in excess of $2.5
billion
|
9
Fund
|
|
Sub-Advisory
Fee
|
|
|
0.325% on first $500 million
|
Delaware VIP
®
U.S. Growth Series
|
|
0.30% on next $500 million
|
|
0.275% on next $1.5 billion
|
|
|
0.25% on assets in excess of $2.5
billion
|
|
|
|
0.375% on first $500 million
|
Delaware Select Growth
Fund
|
|
0.35% on next $500 million
|
|
0.325% on next $1.5 billion
|
|
|
0.30% on assets in excess of $2.5
billion
|
Sub-Advisory Services
.
The Proposed Sub-Advisory Agreement generally
provides that, subject to the direction and control of a Trusts Board and DMC,
Jackson Square shall (i) regularly make decisions as to what securities and
other instruments to purchase and sell on behalf of each Fund; (ii) effect the
purchase and sale of those investments in furtherance of each Funds
objective(s) and strategies; and (iii) furnish the applicable Board with
information and reports regarding each Funds investments. Subject to the
primary objective of obtaining best execution, Jackson Square may place orders
for the purchase and sale of portfolio securities and other instruments with
broker/dealers that provide brokerage and research services to DMC, Jackson
Square, and each Fund.
The Proposed Sub-Advisory Agreement
provides that Jackson Squares services to the Funds are not exclusive, and
Jackson Square may render services to other persons or entities, including other
mutual funds.
Limitation on
Liability
.
Under the Proposed Sub-Advisory Agreement, in the absence of
willful misfeasance, bad faith, gross negligence, or a reckless disregard of the
performance of its duties as a sub-adviser to the Trusts, on behalf of the
Funds, neither Jackson Square nor any of its controlling persons, officers,
directors, employees, or agents (Sub-adviser Related Persons) shall be liable
to the Trusts, the Funds, DMC, or any shareholder of the Trusts for any action
or omission in the course of, or connected with, rendering services thereunder
or for any losses that may be sustained in the purchase, holding or sale of any
security, or otherwise.
Indemnity
.
Under the Proposed
Sub-Advisory Agreement, DMC shall indemnify Jackson Square and Sub-adviser
Related Persons to the fullest extent permitted by law against any and all loss,
damage, judgments, fines, amounts paid in settlement and reasonable expenses,
including attorneys fees (collectively, Losses), incurred by Jackson Square
or Sub-adviser Related Persons arising from or in connection with the Proposed
Sub-Advisory Agreement or the performance by Jackson Square or Sub-adviser
Related Persons of the duties under the Proposed Sub-Advisory Agreement.
However, DMC is only required to indemnify for Losses that arise out
10
of DMCs willful misfeasance, bad
faith, gross negligence, or reckless disregard in performing its
responsibilities under the Proposed Sub-Advisory Agreement. Subject to the
foregoing, Losses that may be based upon any untrue statement of a material fact
contained in the Trusts Registration Statements or the omission to state
therein a material fact that was known or that should have been known and was
required to be stated make the statement not misleading, unless such statement
or omission was made in reasonable reliance upon information furnished to DMC or
the Trusts by Jackson Square specifically for inclusion in the Trusts
registration statements or any amendment thereof or supplement thereto, except
to the extent any such Losses result from willful misfeasance, bad faith, gross
negligence, or reckless disregard on the part of Jackson Square in the
performance of any of its duties under, or in connection with, the Proposed
Sub-Advisory Agreement.
Term and Continuance
.
If approved by shareholders of a Fund, the
Proposed Sub-Advisory Agreement will have an initial two year term, and will
only continue in effect from year to year if its continuance is specifically
approved at least annually by both (a) the vote of a majority of the respective
Trusts Board or a 1940 Act Majority (as defined below) of the outstanding
voting securities of the applicable Fund, and (b) the vote of a majority of the
Trustees of a Trust who are not interested persons as defined by the 1940 Act
(the Independent Trustees) cast in person at a meeting called for the purpose
of voting on the approval.
A 1940 Act Majority of the
outstanding voting securities of a Fund means the lesser of (i) 67% or more of
the voting securities of the Fund that are present in person or by proxy at a
meeting if holders of shares representing more than 50% of the outstanding
voting securities of the Fund are present in person or by proxy, or (ii) more
than 50% of the outstanding voting securities of the Fund.
Termination
.
The Proposed
Sub-Advisory Agreement generally provides that it may be terminated at any time,
without the payment of any penalty, (i) by DMC upon giving sixty days written
notice to Jackson Square, or (ii) by a Trust upon giving sixty days written
notice to Jackson Square, provided that the termination by the Trust is directed
or approved by the vote of a majority of the Trusts Board or by the vote of a
1940 Act Majority of the outstanding voting securities of the applicable Fund.
The Proposed Sub-Advisory Agreement may also be terminated by Jackson Square on
sixty days written notice. As required by the 1940 Act, the Proposed
Sub-Advisory Agreement will also immediately terminate in the event of its
assignment (as defined in the 1940 Act). Furthermore, the Proposed
Sub-Advisory Agreement will terminate upon the termination of the investment
advisory agreement between a Trust, on behalf of a Fund, and DMC.
11
BOARD CONSIDERATIONS IN
APPROVING THE PROPOSED
SUB-ADVISORY AGREEMENT
At an
in-person meeting held on February 18-20, 2014, the Funds Boards, including a
majority of the Independent Trustees, discussed and unanimously approved the
Current Sub-Advisory Agreement between DMC and DIAS, as well as the Interim
Agreement and the Proposed Sub-Advisory Agreement between DMC and Jackson Square
(collectively, the Sub-Advisory Agreements). Concluding that approval of the
Sub-Advisory Agreements would be in the best interests of each Fund and its
shareholders, the Boards also directed that the Proposed Sub-Advisory Agreement
be submitted to each Funds shareholders for approval, and recommended that
shareholders vote
FOR
approval of the Proposed Sub-Advisory
Agreement.
In considering whether to approve
the Proposed Sub-Advisory Agreement, the Independent Trustees consulted with
independent legal counsel and Fund counsel, and discussed, among other things,
the legal standards applicable to their review of the Proposed Sub-Advisory
Agreement and certain other considerations relevant to their deliberations on
whether to approve the Proposed Sub-Advisory Agreement. At the in-person
meeting, the Trustees discussed the Transaction and the resulting termination of
the Current Sub-Advisory Agreement. The Trustees discussed the fact that the
Current Sub-Advisory Agreement and the Proposed Sub-Advisory Agreement are
virtually identical. After reviewing the written materials provided by Jackson
Square, the Independent Trustees discussed materials provided to them by their
independent legal counsel with respect to their consideration of the Proposed
Sub-Advisory Agreement.
In connection with the Trustees
review of the Proposed Sub-Advisory Agreement, DMC and/or Jackson Square advised
the Trustees about a variety of matters, including the following:
-
The Transaction will have no effect
on Jackson Square or the Focus Growth Team and there will be no adverse
changes in the nature, quality, or extent of services currently provided by
Jackson Square to the Funds and their
shareholders because the Funds will retain the same portfolio management team;
-
The Transaction will not affect the
level of expenses currently in effect for the Funds because the Funds expense
ratios will not change as a result of the Transaction and Jackson Square will
be compensated by DMC; and
12
-
The terms and conditions of the
Proposed Sub-Advisory Agreement, including the Funds contractual fee rates
under the Proposed Sub-Advisory Agreement, will remain the same as the Current
Sub-Advisory Agreement.
Certain of these considerations are
discussed in more detail below.
In making
their decision relating to the approval of the Proposed Sub-Advisory Agreement,
the Trustees gave attention to all information furnished. The following
discussion, however, identifies the primary factors taken into account by the
Trustees and the conclusions reached in approving the Proposed Sub-Advisory
Agreement.
Nature, Extent, and
Quality of Service
.
The Trustees considered the
continuity of investment management to be provided to the Funds and their
shareholders. Following the close of the Transaction, the Focus Growth Team will
continue to provide portfolio management services to the Funds as owners or
employees of Jackson Square. In reviewing the nature, extent, and quality of
services, the Trustees considered that the Proposed Sub-Advisory Agreement will
be virtually identical to the Current Sub-Advisory Agreement (as discussed above
under The Proposed Sub-Advisory Agreement). They also considered that the same
personnel will be providing portfolio management services to the Funds following
the completion of the Transaction, and therefore, considered the many reports
furnished to them throughout 2012 and 2013 at regular Board meetings covering
matters such as the relative performance of the Funds, and the compliance of
portfolio managers with the investment policies, strategies, and restrictions
for the Funds. The Trustees were pleased with the emphasis placed on research
and risk management in the investment process. The Trustees concluded that,
because both the services provided under, and the terms of, the Proposed
Sub-Advisory Agreement were generally identical to those under the Current
Sub-Advisory and Interim Agreements, they remained satisfied with the nature,
extent, and quality of the overall services to be provided by Jackson
Square.
In addition, the Trustees considered
that in connection with the Transaction, DIAP and Jackson Square would enter
into a transition services agreement. Under the terms of this agreement, DIAP
and certain of its affiliates would provide compliance and other administrative
support to Jackson Square for an 18-month period following the close of the
Transaction.
Investment
Performance
.
The Trustees considered the overall investment performance of
the Focus Growth Team and the Funds. The Trustees placed significant emphasis on
the investment performance of the Funds in view of its importance to
shareholders. The Trustees reviewed reports prepared by Lipper Inc. (Lipper)
for each Fund that showed the Funds investment performance as of March 31, 2013
in comparison to a group of funds selected by Lipper as being similar to the
Fund (the Performance Universe). A fund with the best performance ranked
first, and a fund with the poorest performance ranked last. The highest/best
13
performing 25% of funds in the
Performance Universe made up the first quartile; the next 25% made up the second
quartile; the next 25% made up the third quartile; and the poorest/worst
performing 25% of funds in the Performance Universe made up the fourth quartile.
Annualized investment performance for the Funds was shown for the past 1-, 3-,
5-, and 10-year periods, as applicable, compared to that of the Performance
Universe. The Trustees objective was that the Funds performance for the
periods considered be at or above the median of its Performance Universe. In
addition, the Boards reviewed more recent Lipper data that had been provided at
the quarterly Board meetings held since March 31, 2013. With respect to each
Funds performance as of December 31, 2013, they noted:
Delaware Focus Global Growth
Fund
The Performance Universe for the
Fund consisted of the Fund and all retail and institutional global multi-cap
growth funds as selected by Lipper. The Lipper report comparison showed that the
Funds total return for the one-year period was in the third quartile of its
Performance Universe. The report further showed that the Funds total return for
the three-year period was in the second quartile of its Performance Universe,
and the Funds total return for the five-year period was in the first quartile
of its Performance Universe.
The Large Cap Growth Equity
Portfolio
The Performance Universe for
the Portfolio consisted of the Portfolio and all retail and institutional
large-cap growth funds as selected by Lipper. The Lipper report comparison
showed that the Portfolios total return for the one-year period was in the
second quartile of its Performance Universe. The report further showed that the
Portfolios total return for the three- and five-year periods was in the first
quartile of its Performance Universe.
Delaware U.S. Growth
Fund
The Performance Universe for the
Fund consisted of the Fund and all retail and institutional large-cap growth
funds as selected by Lipper. The Lipper report comparison showed that the Funds
total return for the one-year period was in the second quartile of its
Performance Universe. The report further showed that the Funds total return for
the three- and five-year periods was in the first quartile of its Performance
Universe, and the Funds total return for the ten-year period was in the second
quartile of its Performance Universe.
The Focus Smid-Cap Growth Equity
Portfolio
The Performance Universe for
the Portfolio consisted of the Portfolio and all retail and institutional
mid-cap growth funds as selected by Lipper. The Lipper report comparison showed
that the Portfolios total return for one-, three-, five-, and ten-year periods
was in the first quartile of its Performance Universe.
14
Delaware Smid Cap Growth
Fund
The Performance Universe for the
Fund consisted of the Fund and all retail and institutional mid-cap growth funds
as selected by Lipper. The Lipper report comparison showed that the Funds total
return for the one-, three-, five-, and ten-year periods was in the first
quartile of its Performance Universe.
The Select 20
Portfolio
The Performance Universe for
the Portfolio consisted of the Portfolio and all retail and institutional
multi-cap growth funds as selected by Lipper. The Lipper report comparison
showed that the Portfolios total return for the one-year period was in the
fourth quartile of its Performance Universe. The report further showed that the
Portfolios total return for the three- and five-year periods was in the first
quartile of its Performance Universe, and the Portfolios total return for the
ten-year period was in the third quartile of its Performance
Universe.
Delaware Select Growth
Fund
The Performance Universe for the
Fund consisted of the Fund and all retail and institutional multi-cap growth
funds as selected by Lipper. The Lipper report comparison showed that the Funds
total return for the one-year period was in the fourth quartile of its
Performance Universe. The report further showed that the Funds total return for
the three-, five-, and ten-year periods was in the first quartile of its
Performance Universe.
Delaware
VIP
®
U.S. Growth
Series
The Performance Universe for the
Series consisted of the Series and all large-cap growth funds underlying
variable insurance products as selected by Lipper. The Lipper report comparison
showed that the Series total return for the one-year period was in the second
quartile of its Performance Universe. The report further showed that the Series
total return for the three- and five-year periods was in the first quartile of
its Performance Universe, and the Series total return for the ten-year period
was in the second quartile of its Performance Universe.
Delaware VIP Smid Cap Growth
Series
The Performance Universe for the
Series consisted of the Series and all mid-cap growth funds underlying variable
insurance products as selected by Lipper. The Lipper report comparison showed
that the Series total return for the one-, three-, five-, and ten-year periods
was in the first quartile of its Performance Universe.
Delaware
Foundation
®
Conservative
Allocation Fund
The Performance
Universe for the Fund consisted of the Fund and all retail and institutional
mixed-asset target allocation conservative funds as selected by Lipper. The
Lipper report comparison showed that the Funds total return for the one- and
three-year periods was in the second quartile of its Performance Universe. The
report further showed that the Funds total return for the five- and ten-year
periods was in the first quartile of its Performance Universe.
15
Delaware
Foundation
®
Growth
Allocation Fund
The Performance
Universe for the Fund consisted of the Fund and all retail and institutional
mixed-asset target allocation growth funds as selected by Lipper. The Lipper
report comparison showed that the Funds total return for the one- and
three-year periods was in the third quartile of its Performance Universe. The
report further showed that the Funds total return for the five- and ten-year
periods was in the second quartile of its Performance Universe.
Delaware
Foundation
®
Moderate
Allocation Fund
The Performance
Universe for the Fund consisted of the Fund and all retail and institutional
mixed-asset target allocation moderate funds as selected by Lipper. The Lipper
report comparison showed that the Funds total return for the one- and
three-year periods was in the third quartile of its Performance Universe. The
report further showed that the Funds total return for the five- and ten-year
periods was in the second quartile of its Performance Universe.
The Trustees noted that they were
satisfied with the overall performance of the Funds. Moreover, the Trustees
concluded that the Transaction was unlikely to have any effect on Jackson
Squares management of the Funds or their investment performance because the
current portfolio management personnel will continue to provide portfolio
management services to the Funds.
Comparative Expenses.
The
Trustees also evaluated expense comparison data for each Fund. Jackson Square
provided the Trustees with information on pricing levels and fee structures for
each Fund and comparative funds. The Trustees noted that Jackson Squares fee
will paid by DMC, not by the Funds. They also focused on the comparative
analysis of the effective management fees (including sub-advisory fees) and
total expense ratios of each Fund versus the effective management fees
(including sub-advisory fees) and expense ratios of a group of funds selected by
Lipper as being similar to each Fund (the Expense Group). In reviewing
comparative costs, each Funds contractual management fee (including
sub-advisory fees) and the actual management fee incurred by a Fund were
compared with the contractual management fees (assuming all funds in the Expense
Group were similar in size to the applicable Fund) and actual management fees
(as reported by each fund) of other funds within the Expense Group. Each Funds
total expenses were also compared with those of its Expense Group. The Trustees
objective was for a Funds total expense ratio to be competitive with that of
the funds in the Expense Group. They concluded that, because the terms of the
Proposed Sub-Advisory Agreement were not substantially changing from the terms
of the Current Sub-Advisory and Interim Agreements, including the sub-advisory
fee rate paid by DMC on behalf of each Fund, each Funds expenses were
satisfactory.
16
Management Profitability.
Jackson Square provided a pro forma profitability analysis to the Trustees, and
the Trustees considered the level of profits expected to be realized by Jackson
Square. The Trustees considered the extent to which Jackson Square might derive
ancillary benefits from the Funds operations, including the potential for
procuring additional business as a result of the prestige and visibility
associated with its role as Sub-adviser to the Funds and the benefits from
allocation of the Funds brokerage to improve trading efficiencies. The Trustees
concluded that the sub-advisory fees were reasonable in light of the services to
be rendered.
Economies of
Scale.
The Trustees considered
whether economies of scale would be realized by Jackson Square and the extent to
which any economies of scale would be reflected in the level of sub-advisory
fees). The Trustees considered the fact that several of the Funds had already
reached breakpoints in their management fees.
Fall-Out
Benefits.
The Board considered that
Jackson Square may derive reputational, strategic and other benefits from its
association with the Funds, and evaluated the extent to which Jackson Square
might derive ancillary benefits from Fund operations, including the potential
for procuring additional business as a result of its role as a service provider
to the Funds and the benefits from allocation of Fund brokerage to improve
trading efficiencies. However, the Trustees concluded that (i) such benefits did
not impose a cost or burden on the Funds or their shareholders, and (ii) such
benefits would probably have an indirectly beneficial effect on the Funds and
their shareholders because of the added importance that Jackson Square might
attach to the Funds as a result of the fall-out benefits that the Funds
conveyed.
Conclusion.
After further discussion, each Board, including a majority of
its Independent Trustees, approved the Proposed Sub-Advisory Agreement. Each
Board concluded that the sub-advisory fee rate is reasonable in relation to the
services expected to be provided and that execution of the Proposed Sub-Advisory
Agreement is in the best interests of the shareholders of each Fund. The
Trustees concluded that the sub-advisory fee and total expense ratio were at
acceptable levels in light of the quality of services expected to be provided to
the Funds and in comparison to those of the Funds peer groups.
Section 15(f) of the 1940
Act
The Boards have been advised that
DMBT intends to rely on Section 15(f) of the 1940 Act, which provides a
non-exclusive safe-harbor whereby an owner (such as DMBT) of an investment
adviser (such as DMC) to an investment company (such as a Fund) may receive
payment or benefit in connection with the sale of an interest in the investment
adviser if two conditions are satisfied. The first condition is that during the
three-year period following the transaction, at least 75% of the investment
companys board must not be interested persons (as defined in the 1940 Act) of
the investment adviser or its predecessor. Each Board currently meets this
17
test and is expected to do so after the
Transaction is completed. Second, no unfair burden can be imposed on the
investment company as a result of the transaction. An unfair burden includes
any arrangement during the two-year period after the transaction where the
investment adviser (or predecessor or successor adviser), or any of its
interested persons (as defined in the 1940 Act), receive or is entitled to
receive any compensation, directly or indirectly, (i) from any person in
connection with the purchase or sale of securities or other property to, from or
on behalf of the investment company (other than bona fide ordinary compensation
as principal underwriter for the investment company) or (ii) from the investment
company or its shareholders (other than fees for bona fide investment advisory
or other services). DMBT has agreed as part of the Transaction Agreement that,
following the closing of the Transaction, to the extent within its control, it
will not take or fail to take (and will not cause its affiliates to take or fail
to take) any action, if such action or failure to take action would have the
effect, directly or indirectly, of causing the requirements of Section 15(f) of
the 1940 Act not to be met with respect to the Transaction. In that regard, from
and after the closing of the Transaction and to the extent within its control,
DMBT has agreed to conduct its business (and to cause each of its affiliates to
conduct its business) so as to assure that the two conditions are
satisfied.
Required vote
To become effective, the Proposed
Sub-Advisory Agreement must be approved by a 1940 Act Majority vote of each
Funds outstanding voting securities. The Proposed Sub-Advisory Agreement was
approved separately by each Trusts Independent Trustees and Board as a whole,
on behalf of each Fund, after consideration of all factors that it determined to
be relevant to its deliberations, including those discussed above. The Boards
also determined to submit the Proposed Sub-Advisory Agreement for consideration
by the shareholders of the Funds. If the shareholders of a Fund do not approve
the Proposed Sub-Advisory Agreement, the Funds Board will consider other
possible courses of action for the Fund, including having DMC assume full
portfolio management of the Fund as the investment adviser.
FOR THE REASONS DISCUSSED
ABOVE, THE BOARDS OF TRUSTEES UNANIMOUSLY RECOMMEND THAT YOU VOTE FOR THE
APPROVAL OF THE PROPOSED SUB-ADVISORY AGREEMENT.
18
VOTING
INFORMATION
How will shareholder voting be
handled?
Only
shareholders of record of the Funds at the close of business on March 20, 2014
(the Record Date), will be entitled to notice of, and to vote at, the Meeting
on the Proposal described in this Proxy Statement. Shareholders will be entitled
to one vote for each full share and a fractional vote for each fractional share
that they hold. If sufficient votes to approve the Proposal is not received by
the date of the Meeting, the Meeting may be adjourned to permit further
solicitations of proxies. The persons named as proxies on the enclosed proxy
card will vote their proxies in their discretion on questions of adjournment and
any other items (other than the Proposal) that may properly come before the
Meeting. A majority of the votes cast by shareholders of a Fund present in
person or by proxy at the Meeting (whether or not sufficient to constitute a
quorum for the Fund) may adjourn the Meeting. The Meeting may also be adjourned
by the Chairperson of the Meeting.
Abstentions will be counted for
purposes of determining whether a quorum is present at the Meeting. Abstentions
will have the same effect as a vote AGAINST the Proposal. Because (i) the
Proposal is expected to be classified as non-routine by the New York Stock
Exchange (NYSE), and therefore may not be voted in the discretion of NYSE
member brokers, and (ii) there are no routine proposals to be presented at the
Meeting, the Funds do not expect to receive any broker non-votes.
How do I ensure my vote is
accurately recorded?
You may attend the Meeting and vote
in person. You may also vote by completing, signing, and returning the enclosed
proxy card in the enclosed postage-paid envelope, or by telephone or through the
Internet. If you return your signed proxy card or vote by telephone or through
the Internet, your vote will be officially cast at the Meeting by the persons
appointed as proxies. A proxy card is, in essence, a ballot. If you sign and
date the proxy card but give no voting instructions, your shares will be voted
FOR the Proposal. Your proxies will also be voted in the discretion of the
persons appointed as proxies on any other matters that may properly come before
the Meeting or any adjournment or postponement of the Meeting, although
management of the Funds does not expect any such matters to come before the
Meeting. If your shares are held of record by a broker/dealer and you wish to
vote in person at the Meeting, you must obtain a legal proxy from the broker of
record and present it at the Meeting.
19
May I revoke my
proxy?
You may
revoke your proxy at any time before it is voted by sending a written notice to
a Fund expressly revoking your proxy, by signing and forwarding to the Fund a
later-dated proxy, or by attending the Meeting and voting in person. If your
shares are held in the name of your broker, you will have to make arrangements
with your broker to revoke a previously executed proxy. If you wish to vote
in-person at the Meeting, you must obtain a legal proxy from your broker of
record and present it at the Meeting.
What other matters will be voted
upon at the Meeting?
The Boards do not intend to bring
any matters before the Meeting other than as described in this Proxy Statement.
Because the Meeting is a special meeting, the Boards do not anticipate that any
other matters will be brought before the Meeting by others. However, if any
other matters legally come before the Meeting, proxies will be voted in the
discretion of the persons appointed as proxies.
Who is entitled to
vote?
Only shareholders of record on the
Record Date will be entitled to vote at the Meeting on the matter described in
this Proxy Statement. As of the Record Date, each Funds common shares
outstanding were as follows:
Fund
|
|
Number
of Common Shares Outstanding
|
Delaware U.S. Growth Fund
|
|
|
118,403,732.52
|
|
Delaware Smid Cap Growth Fund
|
|
|
44,755,820.84
|
|
Delaware Focus Global Growth Fund
|
|
|
6,379,868.52
|
|
Delaware Select Growth Fund
|
|
|
21,806,338.58
|
|
The Large-Cap Growth Equity
Portfolio
|
|
|
16,382,710.00
|
|
The
Focus Smid-Cap Growth Equity Portfolio
|
|
|
2,423,938.47
|
|
The Select 20 Portfolio
|
|
|
10,651,071.08
|
|
Delaware VIP
®
U.S. Growth Series
|
|
|
37,205,350.55
|
|
Delaware VIP Smid Cap Growth
Series
|
|
|
19,915,066.45
|
|
Delaware Foundation
®
Conservative Allocation
Fund
|
|
|
14,097,497.19
|
|
Delaware Foundation
®
Growth
Allocation Fund
|
|
|
8,259,400.53
|
|
Delaware Foundation
®
Moderate Allocation Fund
|
|
|
26,758,352.74
|
|
20
What is the Quorum
requirement?
A
Quorum is the minimum number of shares that must be present in order to
conduct the Meeting. A Quorum for a Fund means one-third (33
⅓
%)
of the shares of the Fund entitled to vote at the Meeting, present in person or
represented by proxy.
Who will pay the expenses of the
Meeting?
All reasonable out-of-pocket costs
and expenses incurred by each Fund related to the Meeting, including the costs
of preparing proxy solicitation materials and soliciting proxies in connection
with the Meeting, will be reimbursed by Jackson Square and DIAP or an
affiliate.
What other solicitations will be
made?
This proxy solicitation is being
made by the Boards for use at the Meeting. In addition to solicitations by mail,
solicitations also may be made by advertisement, telephone, telegram, facsimile
transmission or other electronic media, or personal contacts. The Funds will
request broker/dealer firms, custodians, nominees, and fiduciaries to forward
proxy materials to the beneficial owners of the shares of record and their
reasonable out-of-pocket expenses incurred in connection with the proxy
solicitation will be borne by Jackson Square and DIAP or an affiliate. In
addition to solicitations by mail, officers and employees of the Trusts, DMC,
Jackson Square, and their affiliates may, without extra pay, conduct additional
solicitations by telephone, telecopy, and personal interviews.
The Trusts expect that any
solicitations will be primarily by mail, but also may include telephone,
telecopy, or oral solicitations.
If the Trusts do not receive your
proxy card or voting instruction by a certain time, you may receive a telephone
call from one of the officers or employees of the Trusts, an employee of AST
Fund Solutions, the Funds proxy solicitor, or one of the officers or employees
of Jackson Square, DMC, or their affiliates asking you to vote.
How do I submit a shareholder
proposal for inclusion in a Trusts proxy statement for a future shareholder
meeting?
The governing instruments of the
Trusts do not require that the Funds hold annual meetings of shareholders. The
Funds are, however, required to call meetings of shareholders in accordance with
the requirements of the 1940 Act to seek approval of new or material amendments
to advisory arrangements or of a change in the fundamental investment policies,
objectives or restrictions of the Funds. Each Fund also would be required to
hold a shareholders meeting to elect new Trustees at such time as less than a
majority of the Trustees holding office have been elected by
21
shareholders. The Trusts governing
instruments generally provide that a shareholder meeting may be called by a
majority of the Trustees, the Chairperson of a Board, or the President of a
Trust.
Shareholders of a Fund wishing to submit proposals for inclusion in a
proxy statement for a future shareholder meeting must send their written
proposal to the Fund a reasonable time before the Boards solicitation relating
to that meeting is to be made. Shareholder proposals must meet certain legal
requirements established by the SEC, so there is no guarantee that a
shareholders proposal will actually be included in the next proxy statement.
The persons named as proxies in future proxy materials of a Fund may exercise
discretionary authority with respect to any shareholder proposal presented at
any subsequent shareholder meeting if written notice of that proposal has not
been received by the Fund within a reasonable period of time before the Boards
solicitation relating to that meeting is made. Written proposals with regard to
a Fund should be sent to the Secretary of the Trusts, David F. Connor, at the
address of the Trusts given above.
How may I communicate with the
Boards?
Shareholders who wish to communicate
to the Boards may address correspondence to Thomas L. Bennett, Coordinating
Trustee for the Trusts, c/o their Trust at 2005 Market Street, Philadelphia,
Pennsylvania 19103. Without opening any such correspondence, Trust management
will promptly forward all such correspondence to the intended
recipient(s).
MORE INFORMATION ABOUT THE
FUNDS
Investment Advisory
Services
.
DMC, 2005 Market Street, Philadelphia, Pennsylvania 19103, a
series of DMBT, manages the assets of the Funds and makes the Funds investment
decisions, subject to the supervision of the Boards. Pursuant to its investment
advisory agreement with the Trusts, DMC may, to the extent permitted by
applicable law, appoint at its own expense one or more sub-advisers, including
affiliates of DMC, to perform investment advisory services for the Funds. DMC
may terminate a sub-adviser in its sole discretion at any time to the extent
permitted by applicable law. For its investment advisory services to the Funds,
DMC is paid as follows:
22
Management Fee Schedule
|
(as a percentage of
average daily net assets)
|
Portfolio
Name
|
|
Annual
Rate
|
Delaware U.S. Growth Fund
|
|
0.65% on the first $500 million
|
|
|
0.60% on the next $500 million
|
|
|
0.55% on the next $1.5 billion
|
|
|
0.50% on assets in excess of $2.5
billion
|
|
Delaware Smid Cap Growth Fund
|
|
0.71%
|
|
Delaware Focus Global Growth Fund
|
|
0.85%
|
|
Delaware Select Growth Fund
|
|
0.75% on the first $500 million
|
|
|
0.70% on the next $500 million
|
|
|
0.65% on the next $1.5 billion
|
|
|
0.60% on assets in excess of $2.5
billion
|
|
The Large-Cap Growth Equity
Portfolio
|
|
0.55%
|
|
The Focus Smid-Cap Growth Equity
Portfolio
|
|
0.75%
|
|
The Select 20 Portfolio
|
|
0.75%
|
|
Delaware VIP
®
U.S. Growth
Series
|
|
0.65% on the first $500 million
|
|
|
0.60% on the next $500 million
|
|
|
0.55% on the next $1.5 billion
|
|
|
0.50% on assets in excess of $2.5
billion
|
|
Delaware VIP Smid Cap Growth
Series
|
|
0.75%
|
|
|
|
Delaware Foundation
®
Conservative
Allocation Fund
|
|
0.65% on the first
$500 million
|
|
|
0.60% on the next $500 million
|
Delaware Foundation
®
Growth
Allocation Fund
|
|
0.55% on the next $1.5 billion
|
|
|
0.50% on assets in excess of $2.5 billion.
|
Delaware Foundation
®
Moderate
Allocation Fund
|
|
|
Transfer Agency Services.
Delaware Service Company, Inc. (DSC), an affiliate of DMC, is located at 2005
Market Street, Philadelphia, Pennsylvania 19103-7094, and serves as the Funds
shareholder servicing, dividend disbursing, and transfer agent pursuant to a
Shareholder Services Agreement. DSC is paid a fee by each Fund for providing
these services, consisting of an asset-based fee and certain out-of-pocket
expenses.
BNY Mellon Investment Servicing (US)
Inc. (BNYMIS) provides sub-transfer agency services to the Fund. In connection
with these services, BNYMIS administers the overnight investment of cash pending
investment in the Fund or payment of redemptions. The proceeds of this
investment program are used to offset the Funds transfer agency
expenses.
Fund
Accountant.
The Bank of New York
Mellon (BNY Mellon), One Wall Street, New York, New York 10286-0001, provides
custody, fund accounting and financial administration services to the Funds.
Those services include performing
23
functions related to calculating each
Funds net asset value (NAV) and providing financial reporting information,
regulatory compliance testing, and other related accounting services. For these
services, the Funds pay BNY Mellon an asset-based fee, subject to certain fee
minimums plus certain out-of-pocket expenses and transactional
charges.
DSC
provides fund accounting and financial administration oversight services to the
Funds. Those services include overseeing the Funds pricing process, the
calculation and payment of fund expenses, and financial reporting in shareholder
reports, registration statements and other regulatory filings. DSC also manages
the process for the payment of dividends and distributions and the dissemination
of Fund NAVs and performance data. For these services, the Funds pay DSC an
asset-based fee, plus certain out-of-pocket expenses and transactional charges.
The fees payable to BNY Mellon and DSC for the services described above are
allocated among all funds in the Delaware Investments
®
Family of
Funds on a relative NAV basis.
Distribution
Services.
Pursuant to a
distribution agreement with the Trusts, Delaware Distributors, L.P. (DDLP),
2005 Market Street, Philadelphia, Pennsylvania 19103, serves as the distributor
for the Funds. DDLP pays the expenses of the promotion and distribution of the
Funds shares. DDLP is an indirect subsidiary of DMHI and is an affiliate of
DMC. The Boards annually review fees paid to DDLP.
The Funds did not pay any brokerage
commissions for transactions in/with portfolio securities to any broker that is
an affiliate (or an affiliate of an affiliate) of the Funds, DMC, DDLP, or DSC
during any of the Funds most recently completed fiscal years.
Future
votes.
The Delaware
Investments
®
Family of Funds, which includes all the Funds seeking
approval of the Proposal, and DMC currently have the authority to rely on a
manager of managers order granted by the SEC, which allows DMC to hire,
terminate, and replace unaffiliated sub-advisers for the Funds with the approval
of a Trusts Board, but without having to obtain shareholder approval. The
current manager of managers order does not allow DMC to hire affiliated
sub-advisers for the Funds. Currently, before DMC may engage an affiliated
sub-adviser for a Fund, shareholders of the Fund must approve an investment
advisory agreement with such a sub-adviser. In the future, DMC and the Delaware
Investments Family of Funds, including the Funds, may seek authority from the
SEC to rely on a manager of managers order that would allow DMC to hire,
terminate, and replace both affiliated and unaffiliated sub-advisers for a Fund
with the approval of its Trusts Board, but without having to obtain shareholder
approval.
24
PRINCIPAL HOLDERS OF
SHARES
To the
best knowledge of the Trusts, as of Record Date, the officers and Trustees of
each Trust, as a group, owned less than 1% of the outstanding voting shares of
each Fund, except for The Select 20 Portfolio, in which they owned 2.24% of the
outstanding shares; the Delaware Focus Global Growth Fund, in which they owned
2.84% of the outstanding shares; and The Focus Smid-Cap Growth Equity Portfolio,
in which they owned 4.80% of the outstanding shares.
To the best knowledge of the Trusts,
as of Record Date, no person, except as set forth in Appendix C, owned of record
5% or more of the outstanding shares of a Fund. Except as noted in Appendix C,
the Trusts have no knowledge of beneficial ownership of 5% or more of the
outstanding shares of any Fund.
25
APPENDICES TO PROXY
STATEMENT
APPENDIX A - FORM OF SUB-ADVISORY AGREEMENT
|
A-1
|
|
|
APPENDIX B - MEMBERS AND OFFICERS OF
|
|
JACKSON
SQUARE PARTNERS, LLC
|
B-1
|
|
|
APPENDIX C - 5% SHARE OWNERSHIP
|
C-1
|
APPENDIX A - FORM OF
SUB-ADVISORY AGREEMENT
SUB-ADVISORY
AGREEMENT
AGREEMENT
made by and between
DELAWARE MANAGEMENT COMPANY, a series of
Delaware Management Business Trust
, a
Delaware statutory trust (the Investment Manager), and
JACKSON SQUARE PARTNERS, LLC
, a Delaware limited liability company (the Sub-Adviser).
WITNESSETH:
WHEREAS,
each open-end management company listed on Exhibit A is
registered under the Investment Company Act of 1940, as amended (the 1940
Act), and each is organized as a statutory trust under the laws of the State of
Delaware (each a Trust and collectively, the Trusts);
WHEREAS,
each fund listed on Exhibit A is a series of its respective
Trust as indicated on Exhibit A (each a Fund and together, the
Funds);
WHEREAS,
the Investment Manager and the Trusts, on behalf of their
respective Funds, have entered into investment management agreements (each an
Investment Management Agreement and collectively, the Investment Management
Agreements) whereby the Investment Manager will provide investment advisory
services to the Trusts with respect to the Funds;
WHEREAS,
the Investment Manager has the authority under the Investment
Management Agreements to retain one or more sub-advisers to assist the
Investment Manager in providing investment advisory services to the Trusts with
respect to the Funds;
WHEREAS,
the Investment Manager and the Sub-Adviser are registered
investment advisers under the Investment Advisers Act of 1940, as amended (the
Advisers Act), and engage in the business of providing investment advisory
services; and
WHEREAS,
the Boards of Trustees (collectively, the Board or the
Trustees) of the Trusts and the Investment Manager desire that the Investment
Manager retain the Sub-Adviser to render investment advisory and other services
with respect to that portion of the Funds as the Investment Manager shall from
time to time allocate to the Sub-Adviser (the Managed Portion) in the manner,
for the period, and on the terms hereinafter set forth.
A-1
NOW,
THEREFORE,
in consideration of the mutual
covenants herein contained, and each of the parties hereto intending to be
legally bound, it is agreed as follows:
1.
(a) The Sub-Adviser will supervise
and direct the investments of the assets of the Managed Portion of each Fund in
accordance with such Funds investment objectives, policies, and restrictions as
provided in its Prospectus (Prospectus) and Statement of Additional
Information (SAI), as currently in effect and as amended or supplemented from
time to time, and such other limitations as the Funds may impose by notice in
writing to the Sub-Adviser, subject always to the supervision and control of the
Investment Manager and the Board.
(b) As part of the services it will provide hereunder, the
Sub-Adviser is authorized, in its discretion and without prior consultation with
the Funds or the Investment Manager to:
|
(i)
|
|
obtain and evaluate information relating to investment
recommendations, asset allocation advice, industries, businesses,
securities markets, research, economic analysis, and other investment
services with respect to the securities that are included in the Managed
Portion or that are under consideration for inclusion in the Managed
Portion and invest the Managed Portion in accordance with the Investment
Managers and the Boards written direction as more fully set forth herein
and as otherwise directed;
|
|
|
|
(ii)
|
|
regularly make decisions as to what securities to
purchase and sell on behalf of each Fund with respect to the Managed
Portion, effect the purchase and sale of such investments in furtherance
of each Funds objectives and policies, and furnish the Board with such
information and reports regarding the Sub-Advisers activities in the
performance of its duties and obligations under this Agreement as the
Investment Manager reasonably deems appropriate or as the Board may
reasonably request, including such reports, information, and
certifications as the officers of the Trusts may reasonably require in
order to comply with applicable international, federal and state laws and
regulations and Trust policies and procedures;
|
|
|
|
(iii)
|
|
provide any and all material composite or other
performance information, records and supporting documentation about
accounts or funds the Sub-Adviser manages, if appropriate, that are
relevant to the Managed Portion and that have investment objectives,
policies, and strategies substantially similar to those employed by the
Sub-Adviser in managing the Managed Portion that may be
reasonably
|
A-2
|
|
|
necessary, under applicable laws,
to allow the Funds or their agent to present information concerning the
Sub-Advisers prior performance in a Funds currently effective
Prospectus, as the same may be hereafter modified, amended, and/or
supplemented from time to time, and in any permissible reports and
materials prepared by the Funds or their agent;
|
|
|
|
(iv)
|
|
provide information as reasonably
requested by the Investment Manager or the Board to assist them or their
agents in the determination of the fair value of certain portfolio
securities held in the Managed Portion when market quotations are not
readily available for the purpose of calculating each Funds net asset
value in accordance with procedures and methods established by the
Board;
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(v)
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vote proxies, exercise conversion
or subscription rights, and respond to tender offers and other consent
solicitations (Corporate Actions) with respect to the issuers of
securities held in the Managed Portion, provided materials relating to
such Corporate Actions have been timely received by the Sub-Adviser, and
to submit reports regarding such Corporate Actions, including a copy of
any policies regarding such Corporate Actions, in a form reasonably
satisfactory to the Investment Manager and the Funds in order to comply
with any applicable federal or state reporting requirements;
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(vi)
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provide performance and other
information as reasonably requested by the Investment Manager or the Board
to assist them or their agent in conducting ongoing due diligence and
performance monitoring; and
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(vii)
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maintain all accounts, books, and
records with respect to the Managed Portion as are required of an
investment adviser of a registered investment company pursuant to the 1940
Act and the Advisers Act and the rules thereunder and preserve for the
periods prescribed by Rule 31a-2 under the 1940 Act any accounts, books
and records that it maintains for the Funds and that are required to be
maintained by Rule 31a-l under the 1940 Act. The Sub-Adviser shall furnish
to the Investment Manager copies of all such accounts, books, and records
as the Investment Manager may reasonably request. The Sub-Adviser agrees
that such accounts, books, and records are the property of the Trusts, and
will be surrendered to the Trusts promptly upon request, with the
understanding that the Sub-Adviser may retain its own copy of all
records.
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A-3
(c) The Sub-Adviser shall not consult with any other
sub-adviser of a Fund or of any fund that is an affiliated person of the Fund
concerning transactions for the Fund in securities or other assets, except as
such consultations may be reasonably necessary in order to ensure compliance
with Rule 12d3-l under the 1940 Act.
(d) In
furnishing services hereunder, the Sub-Adviser shall be subject to, and shall
perform in accordance with, the following: (i) provisions of a Trusts Agreement
and Declaration of Trust, as the same may be hereafter modified, amended, and/or
supplemented from time to time, that are applicable to the Managed Portion; (ii)
provisions of a Trusts By-Laws, as the same may be hereafter modified, amended,
and/or supplemented from time to time that are applicable to the Managed
Portion; (iii) a Funds Prospectus; (iv) the 1940 Act and the Advisers Act and
the rules under each and all other international, federal and state securities
laws or regulations applicable to the Trusts and the Funds; (v) the Trusts
compliance policies and procedures and other policies and procedures adopted
from time to time by the Board applicable to the Managed Portion; and (vi) the
written instructions of the Investment Manager.
(e)
The Investment Manager agrees to provide the Sub-Adviser with current copies of
the documents mentioned in paragraph l(d)(i), (ii), (iii) and (v) above and all
changes made to such documents at, or if practicable, before the time such
changes become effective, and the Investment Manager acknowledges and agrees
that the Sub-Adviser shall not be responsible for compliance with such documents
or amendments unless and until they are received by the Sub-Adviser. The
Sub-Adviser shall be fully protected in acting upon any proper instructions
reasonably believed by it to be genuine and signed or communicated by or on
behalf of the Investment Manager or the Funds.
(f) In
order to assist the Trusts and the Trusts chief compliance officer (the Trust
CCO) and the Investment Manager and the Investment Managers Chief Compliance
Officer (the IM CCO) in satisfying the requirements contained in Rule 38a-1
under the 1940 Act and Rule 206(4)-7 under the Advisers Act, respectively, the
Sub-Adviser shall provide to the Trust CCO and/or IM CCO: (i) direct access to
the Sub-Advisers chief compliance officer (the Sub-Adviser CCO) and its
officers and employees, as reasonably requested by the Trust CCO and/or IM CCO;
(ii) quarterly reports confirming that the Sub-Adviser has complied with the
Trusts Compliance Procedures in managing the Managed Portion; and (iii)
quarterly certifications with respect to Material Compliance Matters (as that
term is defined in Rule 38a-1(e)(2) under the 1940 Act) related to the
Sub-Advisers management of the Managed Portion.
A-4
The Sub-Adviser shall promptly provide the Trust CCO and IM CCO with
copies and summaries of: (i) the Sub-Advisers policies and procedures for
compliance by the Sub-Adviser with the federal securities laws and to prevent
violation of the Advisers Act (together, the Sub-Adviser Compliance
Procedures); and (ii) any material changes to the Sub-Adviser Compliance
Procedures. The Sub-Adviser shall cooperate fully with the Trust CCO and IM CCO
so as to facilitate the Trust CCOs and IM CCOs performance of their respective
responsibilities under Rule 38a-1 and Rule 206(4)-7, including to review,
evaluate and report to the Board on the operation of the Sub-Adviser Compliance
Procedures, and shall promptly report to the Trust CCO and IM CCO any Material
Compliance Matter arising under the Sub-Adviser Compliance Procedures involving
the Managed Portion. The Sub-Adviser shall allow the Trust CCO and/or the IM
CCO, as reasonably requested from time to time, access to examine and review the
Sub-Advisers Compliance Procedures and the Sub-Advisers adherence thereto. The
Sub-Adviser shall provide to the Trust CCO and IM CCO: (i) quarterly reports
confirming the Sub-Advisers compliance with the Sub-Adviser Compliance
Procedures in managing the Managed Portion; and (ii) certifications that there
were no Material Compliance Matters involving the Sub-Adviser that arose under
the Sub-Adviser Compliance Procedures that affected the Managed Portion. At
least annually, the Sub-Adviser shall provide a certification to the Trust CCO
and IM CCO to the effect that the Sub-Adviser has in place and has implemented
policies and procedures that are reasonably designed to ensure compliance by the
Sub-Adviser with the federal securities laws, including the conduct and results
of our annual review for adequacy and effectiveness.
(g) The
Sub-Adviser shall assist the Funds in the preparation of the Trusts
registration statements, the Prospectuses and SAIs, shareholder reports and
other regulatory filings, or any amendment or supplement thereto (collectively,
Regulatory Filings) as may relate to the Managed Portion, and shall provide
the Funds with information for use in the Funds Regulatory Filings, including,
without limitation, information related to the Sub-Advisers investment
management personnel, portfolio manager compensation, investment management
strategies and techniques, and proxy voting policies. The Sub-Adviser shall
provide such certifications regarding the Funds as the Trusts officers may
reasonably request for purposes of the preparation of any Regulatory
Filings.
(h) The
Sub-Adviser hereby agrees during the period hereinafter set forth to render the
services and assume the obligations herein set forth for the compensation herein
provided. The Sub-Adviser shall for all purposes herein be deemed to be an
independent contractor, and shall, unless otherwise expressly provided and
authorized herein or otherwise, have no authority to act for or represent the
Trusts, the Funds or the Investment Manager in any way, or in any way be deemed
an agent of the Trusts, the Funds or the Investment Manager. Notwithstanding the
foregoing,
A-5
the Sub-Adviser may execute Fund
documentation, agreements, contracts and other documents requested by brokers,
dealers, counterparties and other persons in connection with providing advisory
services to the Funds.
(i) The
Sub-Adviser may perform its services through its employees, officers or agents,
and the Investment Manager shall not be entitled to the advice, recommendation
or judgment of any specific person; provided, however, that the persons
identified in each Funds Prospectus shall perform the portfolio management
duties described therein until the Sub-Adviser notifies the Investment Manager
that one or more other affiliates, employees, officers or agents identified in
such notice shall assume such duties as of a specific date.
(j) The
Investment Manager shall provide (or use its best efforts to cause to be
provided) timely information to the Sub-Adviser regarding such matters as the
cash requirements and cash available for investment in the Managed Portion, and
all other information as may be reasonably necessary for the Sub-Adviser to
perform its responsibilities under this Agreement.
2.
(a) Under the terms of each
Investment Management Agreement, a Trust shall conduct its own business and
affairs and shall bear the expenses and salaries necessary and incidental
thereto including, but not in limitation of the foregoing, the costs incurred
in: the maintenance of its existence as a statutory trust organized under the
laws of the State of Delaware; the maintenance of its own books, records, and
procedures; dealing with its own shareholders; the payment of dividends;
transfer of shares, including issuance and repurchase of shares; preparation of
share certificates, if any; reports and notices to shareholders; calling and
holding of shareholders meetings; miscellaneous office expenses; transfer
agency expenses; pricing service expenses; expenses relating to tax services;
brokerage commissions; custodian fees; legal and accounting fees; taxes;
interest; federal securities law filing expenses; and federal and state
registration fees. The Sub-Adviser shall not be obligated to pay any expenses of
the Investment Manager, the Trusts or the Funds unless expressly assumed by the
Sub-Adviser pursuant to this Agreement or otherwise agreed to in writing. Any
reimbursement of investment management or other fees required by an expense
limitation or waiver provision, and any liability arising out of a violation by
the Investment Manager of Section 36(b) of the 1940 Act, shall be the sole
responsibility of the Investment Manager, provided that nothing herein shall
relieve the Sub-Adviser from its own liability under Section 36(b) of the 1940
Act with respect to its duties under this Agreement.
(b)
Directors, members, officers and employees of the Sub-Adviser may be directors,
officers and employees of other funds that have employed the Sub-Adviser as
sub-adviser or investment manager. Directors, members, officers and employees of
the Sub-Adviser who are Trustees, officers and/or employees of the Trusts, shall
not receive any compensation from the Trusts for acting in such dual
capacity.
A-6
3.
(a) The Sub-Adviser will select
brokers and dealers to effect all Fund transactions with respect to the Managed
Portion subject to the conditions set forth herein. The Sub-Adviser may combine
orders for the Managed Portion with orders for other accounts or funds under
management. Transactions involving combined orders are allocated in a manner
deemed equitable to each account. The Sub-Adviser will place all necessary
orders with brokers, dealers, or issuers, and will negotiate brokerage
commissions, if applicable. The Sub-Adviser is directed at all times to seek to
execute transactions for the Managed Portion (i) in accordance with any written
policies, practices or procedures that may be established by the Board or the
Investment Manager from time to time and provided to the Sub-Adviser, and (ii)
as described in a Funds Prospectus and SAI. In placing any orders for the
purchase or sale of investments for a Fund, with respect to the Managed Portion,
the Sub-Adviser shall use its best efforts to obtain for the Managed Portion
best execution, considering all of the circumstances, and shall maintain
records adequate to demonstrate compliance with this requirement.
(b) Subject
to the appropriate policies and procedures approved by the Board and provided to
the Sub-Adviser in writing, the Sub-Adviser may, to the extent authorized by
Section 28(e) of the Securities Exchange Act of 1934, as amended (the Exchange
Act), cause the Managed Portion to pay a broker or dealer that provides
brokerage or research services to any of the Investment Manager, the Sub-Adviser
or the Managed Portion an amount of commission for effecting a Fund transaction
in excess of the amount of commission another broker or dealer would have
charged for effecting that transaction if the Sub-Adviser determines, in good
faith, that such amount of commission is reasonable in relation to the value of
such brokerage and research services provided viewed in terms of that particular
transaction or the Sub-Advisers overall responsibilities to its clients for
which the Investment Manager or the Sub-Adviser exercises investment discretion.
To the extent authorized by Section 28(e) and the Board, the Sub-Adviser shall
not be deemed to have acted unlawfully or to have breached any duty created by
this Agreement or otherwise solely by reason of such action. Subject to seeking
best execution and compliance with applicable federal and state securities laws
and regulations, the Board or the Investment Manager may direct the Sub-Adviser
to effect up to 2 percent of transactions in Fund securities through
broker-dealers in a manner that will help generate resources to pay the cost of
certain expenses that a Trust is required to pay or for which such Trust is
required to arrange payment.
(c) Subject
to applicable law and regulations, including Section 17(e) of the 1940 Act and
Rule 17e-l thereunder, the Sub-Adviser is authorized to place orders for the
purchase and sale of securities for the Managed Portion with brokers or dealers
that are affiliated with the Sub-Adviser. Any entity or person associated with
the Investment Manager or the Sub-Adviser that is a member of a national
securities
A-7
exchange is authorized to effect any
transaction on such exchange for the account of a Fund to the extent and as
permitted by Section 11(a)(1)(H) of the Exchange Act and Rule 11a2-2(T)
thereunder.
4.
As compensation for the services to
be rendered to the Trusts for the benefit of their Funds by the Sub-Adviser
under the provisions of this Agreement, the Investment Manager shall pay to the
Sub-Adviser the fees at the rates provided in Exhibit B attached hereto. The
compensation payable to the Sub-Adviser for its services hereunder shall be paid
at the end of each calendar quarter (within 30 days of receipt by the Investment
Manager of an invoice from the Sub-Adviser) based upon the average daily Fund
net assets during the preceding quarter. The fee payable for the quarter shall
be accrued daily based on 365/366 year. If this Agreement becomes effective or
terminates before the end of any quarter, the sub-advisory fee for the period
shall be prorated accordingly.
5.
The services to be rendered by the
Sub-Adviser to the Trusts for the benefit of the Funds under the provisions of
this Agreement are not to be deemed to be exclusive, and the Sub-Adviser shall
be free to render similar or different services to others so long as its ability
to render the services provided for in this Agreement shall not be materially
impaired thereby.
6.
(a) Subject to the limitation set
forth in Paragraph 5, the Sub-Adviser, its directors, officers, employees,
agents, and shareholders may engage in other businesses, may render investment
advisory services to other investment companies, or to any other corporation,
association, firm or individual, and may render underwriting services to the
Trusts or to any other investment company, corporation, association, firm or
individual.
(b) Neither
the Investment Manager, the Trusts nor the Funds shall use the Sub-Advisers
actual or fictitious name(s), mark(s), derivative(s) and/or logo(s) (or that of
any affiliate of the Sub-Adviser, other than that of the Funds, the Trusts, the
Investment Manager or any affiliate of the Investment Manager that is an
affiliate of the Sub-Adviser solely by reason of the Sub-Advisers provision of
services pursuant to this Agreement or solely because of the Sub-Advisers
affiliation with the Investment Manager) or otherwise refer to the Sub-Adviser
in any materials related to the Trusts or the Funds distributed to third
parties, including the Funds shareholders, without prior review and written
approval by the Sub-Adviser, which may not be unreasonably withheld or delayed.
Upon termination of this Agreement, the Investment Manager, the Trusts and the
Funds, shall, to the extent applicable and as soon as is reasonably possible,
cease to use the Sub-Advisers actual or fictitious name(s), mark(s),
derivative(s) and/or logo(s) in materials related to the Funds.
(c) The
Sub-Adviser shall not use the Investment Managers name (or that of any
affiliate of the Investment Manager, other than that of the Sub-Adviser or any
affiliate of the Sub-Adviser that is an affiliate of the Investment Manager
solely by
A-8
reason of the Sub-Advisers provision
of services pursuant to this Agreement or solely because of the Investment
Managers affiliation with the Sub-Adviser) or otherwise refer to the Investment
Manager in any materials related to the Trusts or the Funds distributed to third
parties, including the Funds shareholders, without prior review and written
approval by the Investment Manager, which may not be unreasonably withheld or
delayed. Upon termination of this Agreement, the Sub-Adviser, shall, to the
extent applicable and as soon as is reasonably possible, cease to use the actual
or fictitious name(s), mark(s), derivative(s) and/or logo(s) of the Trusts and
the Funds, except for the purpose of describing prior clients or prior
performance of the Sub-Adviser, as permitted by the Advisers Act or other
applicable requirements.
(d) This
Section 6 applies solely to materials related to the Funds and the Trusts only,
and not to other products or relationships between the Sub-Adviser and the
Investment Manager.
7.
(a) In the absence of willful
misfeasance, bad faith, gross negligence, or reckless disregard in the
performance of its duties as Sub-Adviser to the Trusts on behalf of the Funds,
neither the Sub-Adviser nor any of its affiliates nor any of its or their
controlling persons, members, officers, directors, employees or agents
(collectively, Sub-Adviser Related Persons) shall be liable to the Trusts, the
Funds, the Investment Manager or any shareholder of a Trust for any action or
omission in the course of, or connected with, rendering services hereunder or
for any losses that may be sustained in the purchase, holding or sale of any
security, or otherwise. The Sub-Adviser makes no representation or warranty,
express or implied, that any level of performance or investment results will be
achieved by the Managed Portion or the Funds, or that the Managed Portion or the
Funds will perform comparably with any standard or index, including other
clients of the Sub-Adviser, whether public or private. Subject to the first
sentence of this Section 7(a), the Sub-Adviser shall not be responsible for any
loss incurred by any reason of any act or omission of any bank, broker, the
custodian bank or any administrator or trustee whether appointed on behalf of
the Investment Manager, the Funds or the Trusts. Nothing contained herein shall
be deemed to waive any liability which cannot be waived under applicable law,
including applicable U.S. state and federal securities laws, ERISA or any rules
or regulations adopted under any of those laws.
(b) The
Investment Manager shall indemnify Sub-Adviser Related Persons to the fullest
extent permitted by law against any and all loss, damage, judgments, fines,
amounts paid in settlement and reasonable expenses, including attorneys fees
(collectively Losses), incurred by the Sub-Adviser or Sub-Adviser Related
Persons arising from or in connection with this Agreement or the performance by
the Sub-Adviser or Sub-Adviser Related Persons of its or their duties hereunder
so long as such Losses arise out of the Investment Managers willful
misfeasance, bad faith,
A-9
gross negligence, or reckless disregard
in performing its responsibilities hereunder, including, without limitation,
such Losses arising under any applicable law or that may be based upon any
untrue statement of a material fact contained in the Trusts Registration
Statements, or any amendment thereof or any supplement thereto, or the omission
to state therein a material fact that was known or that should have been known
and was required to be stated therein or necessary to make the statements
therein not misleading, unless such statement or omission was made in reasonable
reliance upon information furnished to the Investment Manager or the Trusts by
the Sub-Adviser or a Sub-Adviser Related Person specifically for inclusion in
the Registration Statements or any amendment thereof or supplement thereto,
except to the extent any such Losses referred to in this paragraph (b) result
from willful misfeasance, bad faith, gross negligence or reckless disregard on
the part of the Sub-Adviser or a Sub-Adviser Related Person in the performance
of any of its duties under, or in connection with, this Agreement.
(c) The
Sub-Adviser shall indemnify the Investment Manager and its affiliates and its or
their controlling persons, officers, directors, employees, agents, legal
representatives and persons controlled by it (collectively Investment Manager
Related Persons) to the fullest extent permitted by law against any and all
Losses incurred by the Investment Manager or Investment Manager Related Persons
arising from or in connection with this Agreement or the performance by the
Investment Manager or Investment Manager Related Persons of its or their duties
hereunder so long as such Losses arise out of the Sub-Advisers willful
misfeasance, bad faith, gross negligence, or reckless disregard in performing
its responsibilities hereunder, including, without limitation, such Losses
arising under any applicable law or that may be based upon any untrue statement
of a material fact contained in the Trusts Registration Statements, or any
amendment thereof or any supplement thereto, or the omission to state therein a
material fact that was known or that should have been known and was required to
be stated therein or necessary to make the statements therein not misleading, if
such statement or omission was made in reasonable reliance upon information
furnished to the Investment Manager or the Trusts by the Sub-Adviser or a
Sub-Adviser Related Person specifically for inclusion in the Registration
Statements or any amendment thereof or supplement thereto, except to the extent
any such Losses referred to in this paragraph (c) result from willful
misfeasance, bad faith, gross negligence or reckless disregard on the part of
the Investment Manager or an Investment Manager Related Person in the
performance of any of its duties under, or in connection with, this
Agreement.
8.
(a) This Agreement shall be executed
and become effective as of the date written below;
provided
,
however
, that this Agreement shall not become effective with respect to a
Fund unless it has first been approved with respect to such Fund in the manner
required by the 1940 Act and the rules thereunder or in accordance with
exemptive or other relief granted by the U.S. Securities and Exchange Commission
A-10
(the SEC) or its staff. This
Agreement shall continue in effect with respect to such Fund for a period of two
(2) years and may be renewed thereafter with respect to such Fund only so long
as such renewal and continuance with respect to such Fund is specifically
approved at least annually by the applicable Board or by the vote of a majority
of the outstanding voting securities of such Fund and only if the terms and the
renewal hereof have been approved by the vote of a majority of those Trustees of
the applicable Trust who are not parties hereto or interested persons of such
Trust, its Fund(s), or any party hereto, cast in person at a meeting called for
the purpose of voting on such approval.
(b) This
Agreement may be amended only by written agreement of the Investment Manager and
the Sub-Adviser and only in accordance with the provisions of the 1940 Act and
the rules and regulations promulgated thereunder or any applicable exemptive
order.
(c) This
Agreement may be terminated with respect to a single Fund or all of the Funds
(i) by the Investment Manager at any time, without the payment of a penalty, on
60 days written notice to the Sub-Adviser of the Investment Managers intention
to do so and (ii) by a Trust with respect to a Fund in such Trust at any time,
without the payment of a penalty, on 60 days written notice to the Sub-Adviser
of such Trusts intention to do so pursuant to action by the applicable Board or
pursuant to the vote of a majority of the outstanding voting securities of the
applicable Fund. The Sub-Adviser may terminate this Agreement with respect to a
single Fund or all of the Funds at any time, without the payment of a penalty,
on 60 days written notice to the Investment Manager and a Trust or Trusts, as
the case may be, of its intention to do so. Upon termination of this Agreement,
the obligations of all the parties hereunder shall cease and terminate as of the
date of such termination, except for (i) any obligation arising out of or
relating to a breach of this Agreement committed prior to such termination, (ii)
the obligation of the Investment Manager to pay to the Sub-Adviser the fee
provided in Paragraph 4 hereof prorated to the date of termination, and (iii)
any indemnification obligation provided in Paragraph 7 hereof. This Agreement
shall automatically terminate in the event of its assignment (as such term is
defined in the 1940 Act) or upon the termination of an Investment Management
Agreement.
9.
Any information and advice furnished
by either party to this Agreement to the other party shall be treated as
confidential and shall not be disclosed to third parties without the consent of
the other party hereto. Notwithstanding the foregoing, information shall not be
subject to such confidentiality obligations if it:
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(i)
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is already known to the receiving
party at the time it is obtained (other than through previous disclosure
by the protected party or by a party known by the receiving party to be
bound by a confidentiality obligation to the protected
party);
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(ii)
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is or becomes publicly known or available through no
wrongful act of the receiving party;
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(iii)
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is rightfully received from a third party who, to the
best of the receiving partys knowledge, is not under a duty of
confidentiality;
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(iv)
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is required to be disclosed by the receiving party
pursuant to a requirement of a court order, subpoena, governmental or
regulatory agency or law (provided the receiving party provides the
protected party written notice of such requirement, to the extent such
notice is permitted);
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(v)
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is relevant to the defense of any claim or cause of
action asserted against the receiving party (provided the receiving party
provides the protected party with sixty (60) days written notice of any
disclosure if practicable or such lesser amount as may be necessary and
provided such notice does not prejudice the receiving party);
or
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(vi)
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has been or is independently developed or obtained by
the receiving party.
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The Sub-Adviser shall not disclose any
nonpublic personal information (as such term is defined in Regulation S-P,
including any amendments thereto) pertaining to the customers (as such term is
defined in Regulation S-P, including any amendments thereto) of the Trusts to
any third party or use such information other than for the purpose of providing
the services contemplated by this Agreement.
10.
The Sub-Adviser represents,
warrants and agrees that:
(a)
The Sub-Adviser: (i) is registered as an investment adviser under the Advisers
Act and will continue to be so registered for so long as this Agreement remains
in effect; (ii) is not prohibited by the 1940 Act, the Advisers Act or other
law, regulation or order from performing the services contemplated by this
Agreement (iii) to the best of its knowledge, has met and will seek to continue
to meet for so long as this Agreement remains in effect, any other applicable
federal or state requirements, or the applicable requirements of any regulatory
or industry self-regulatory agency necessary to be met in order to perform the
services contemplated by this Agreement; (iv) has the authority to enter into
and perform the services contemplated by this Agreement; and (v) will promptly
notify the Investment Manager of the occurrence of any event that would
disqualify the Sub-Adviser from serving as an investment adviser of an
investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The
Sub-Adviser will also promptly notify a Fund and the Investment Manager if it is
served or otherwise receives notice of any action, suit, proceeding, inquiry or
investigation, at law or in equity, before or by any court, public board or
body, involving the affairs of the Fund, provided, however, that routine
regulatory examinations that do not specifically relate to the Managed Portion
or the Fund shall not be required to be reported by this provision.
A-12
(b) The
Sub-Adviser has adopted policies and procedures and a written code of ethics
complying with the requirements of Rule 17j-l under the 1940 Act and 204A-1
under the Advisers Act and will provide the Investment Manager and the Board
with a copy of such policies and procedures and code of ethics, together with
evidence of its adoption. In accordance with the requirements of Rule 17j-l, the
Sub-Adviser shall certify to the Investment Manager that the Sub-Adviser has
complied in all material respects with the requirements of Rule 17j-l during the
previous year and that there has been no material violation of the Sub-Advisers
code of ethics relating to the services the Sub-Adviser performs under this
Agreement or, if such a material violation has occurred, that appropriate action
was taken in response to such violation. Upon the written request of the
Investment Manager, the Sub-Adviser shall provide to the Investment Manager, its
employees or its agents all information required by Rule 17j-l(c)(l) relating to
the approval by the Board of the Sub-Advisers code of ethics relating to the
services the Sub-Adviser performs under this Agreement.
(c) The
Sub-Adviser has provided the Trusts and the Investment Manager with a copy of
its Form ADV at least forty-eight (48) hours prior to execution of this
Agreement, which as of the date of this Agreement is its Form ADV as most
recently filed with the SEC, and promptly will furnish a copy of all amendments
to the Trusts and the Investment Manager at least annually. Such amendments
shall reflect all changes in the Sub-Advisers organizational structure,
professional staff or other significant developments affecting the Sub-Adviser,
as required by the Advisers Act.
(d) The
Sub-Adviser will notify the Trusts and the Investment Manager of any event that
would be deemed an assignment of this Agreement, with the exception of any
assignment by or with respect to the Investment Manager, or change of control of
the Sub-Adviser, as applicable, and any changes in the key personnel who are the
portfolio manager(s) of the Managed Portion prior to or promptly after such
change. The Sub-Adviser agrees to bear all reasonable expenses of the Funds, if
any, arising out of an assignment of this Agreement or change in control of the
Sub-Adviser so long as the assignment is not by or with respect to the
Investment Manager. In addition, if the Sub-Adviser shall resign on or after
September 1, 2016, the Sub-Adviser agrees to assume all reasonable costs and
expenses (including the costs of mailing) associated with the preparation of a
proxy statement and soliciting materials or an information statement, as
applicable.
(e) The
Sub-Adviser agrees to maintain an appropriate level of errors and omissions or
professional liability insurance coverage as shall be reasonably necessary in
light of its obligations under this Agreement.
A-13
11.
The Investment Manager will notify
the Sub-Adviser of any event that would be deemed an assignment of this
Agreement, with the exception of any assignment by or with respect to the
Sub-Adviser, or change of control of the Investment Manager, as
applicable.
12.
The Sub-Adviser has implemented
policies and procedures designed to prevent the disclosure by the Sub-Adviser,
its employees or agents of the Funds portfolio holdings to any person or entity
other than the Investment Manager, the Trusts custodian, or other persons
expressly designated by the Investment Manager.
13.
This Agreement shall extend
to and bind the successors of the parties hereto. Nothing in this Agreement,
express or implied, is intended to or shall (a) confer on any person other than
the parties hereto and their respective successors or permitted assigns any
rights (including third party beneficiary rights), remedies, obligations or
liabilities under or by reason of this Agreement, or (b) constitute the parties
hereto as partners or as participants in a joint venture.
14.
This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
15.
All written notices, requests or
other communications to any party hereunder shall be given to the following
addresses and telecopy numbers, or such other address and telecopy number
communicated to the other parties from time to time:
If to the Sub-Adviser:
|
|
Van Tran
|
|
|
101 California Street
|
|
|
Suite 3750
|
|
|
San Francisco, CA 94111
|
|
If to the Investment Manager or
|
|
Patrick P. Coyne
|
the Funds:
|
|
2005 Market Street
|
|
|
Philadelphia, PA
19103
|
16.
For the purposes of this Agreement,
the terms vote of a majority of the outstanding voting securities, interested
person, affiliated person, and assignment shall have the meanings given
them in the 1940 Act, subject, however to such exemptions as may be granted by
the SEC and its staff under the 1940 Act.
A-14
IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be signed by
their duly authorized officers as of April [__], 2014.
JACKSON SQUARE PARTNERS, LLC
|
|
DELAWARE MANAGEMENT
|
|
|
|
COMPANY, a series of Delaware
|
|
|
|
Management Business Trust
|
|
|
|
|
|
By
|
|
|
By
|
|
|
Name:
|
|
Name:
David P.
OConnor
|
Title:
|
|
Title:
Executive Vice President
|
|
|
|
Agreed to and
accepted as of the day and year first above written:
|
|
|
|
|
|
Delaware
Investment
®
Funds
listed on Exhibit A
|
|
|
|
|
|
By
|
|
|
|
|
Name: Patrick P.
Coyne
|
|
|
Title:
President
|
A-15
EXHIBIT A
LIST OF REGISTRANTS AND THEIR
RESPECTIVE SERIES
Delaware Group
®
Adviser
Funds
Delaware U.S. Growth Fund
Delaware Group Equity Funds
IV
Delaware Smid Cap Growth
Fund
Delaware Group Global and
International Funds
Delaware Focus Global
Growth Fund
Voyageur Mutual Funds
III
Delaware Select Growth Fund
Delaware Pooled
Trust
®
The Large-Cap Growth Equity Portfolio
The Focus Smid-Cap
Growth Equity Portfolio
The Select 20 Portfolio
Delaware VIP
®
Trust
Delaware VIP U.S. Growth
Series
Delaware VIP Smid Cap Growth Series
Delaware Group Foundation
Funds
®
Delaware Foundation
®
Growth Allocation
Fund
Delaware Foundation Moderate Allocation Fund
Delaware Foundation
Conservative Allocation Fund
Ex. A-1
EXHIBIT B
FEE SCHEDULE
Fund
|
|
Investment Management
Fee
|
|
|
0.325% on first $500 million
|
Delaware U.S. Growth
Fund
|
|
0.30% on next $500 million
|
|
0.275% on next $1.5 billion
|
|
|
0.25% on assets in excess of $2.5
billion
|
|
|
|
0.375% on first $500 million
|
Delaware Smid Cap Growth
Fund
|
|
0.35% on next $500 million
|
|
0.325% on next $1.5 billion
|
|
|
0.30% on assets in excess of $2.5
billion
|
|
|
|
0.325% on first $500 million
|
Delaware Foundation
®
Conservative
|
|
0.30% on next $500 million
|
Allocation Fund
|
|
0.275% on next $1.5 billion
|
|
|
0.25% on assets in excess of $2.5
billion
|
|
|
|
0.325% on first $500 million
|
Delaware Foundation
®
Growth Allocation
|
|
0.30% on next $500 million
|
Fund
|
|
0.275% on next $1.5 billion
|
|
|
0.25% on assets in excess of $2.5
billion
|
|
|
|
0.325% on first $500 million
|
Delaware Foundation
®
Moderate Allocation
|
|
0.30% on next $500 million
|
Fund
|
|
0.275% on next $1.5 billion
|
|
|
0.25% on assets in excess of $2.5
billion
|
|
|
|
0.425% on first $500 million
|
Delaware Focus Global Growth
Fund
|
|
0.40% on next $500 million
|
|
0.375% on next $1.5 billion
|
|
|
0.35% on assets in excess of $2.5
billion
|
|
The Focus Smid-Cap Growth
|
|
|
Equity Portfolio
|
|
0.375%
|
|
The Large-Cap Growth Equity
Portfolio
|
|
0.275%
|
|
The Select 20 Portfolio
|
|
0.375%
|
|
|
|
0.375% on first $500 million
|
Delaware VIP
®
Smid Cap
|
|
0.35% on next $500 million
|
Growth Series
|
|
0.325% on next $1.5 billion
|
|
|
0.30% on assets in excess of $2.5
billion
|
|
|
|
0.325% on first $500 million
|
Delaware VIP
®
U.S. Growth Series
|
|
0.30% on next $500 million
|
|
0.275% on next $1.5 billion
|
|
|
0.25% on assets in excess of $2.5
billion
|
|
|
|
0.375% on first $500 million
|
Delaware Select Growth
Fund
|
|
0.35% on next $500 million
|
|
0.325% on next $1.5 billion
|
|
|
0.30% on assets in excess of $2.5
billion
|
Ex. B-1
EXHIBIT A
APPENDIX B - MEMBERS AND
OFFICERS OF
JACKSON SQUARE PARTNERS, LLC
The following persons hold the following positions with the Sub-adviser.
The principal business address of the Sub-adviser is 101 California Street, San
Francisco, CA 94111.
Name
|
|
Positions and
Offices
|
Jeffrey Van Harte
|
|
Chairman and Chief Investment
Officer
|
|
|
|
Kevin Brown
|
|
Managing Partner, Investment
Specialist
|
|
|
|
Van Tran
|
|
Chief Financial Officer
|
|
|
|
Debbie Sabo
|
|
Head of Trading
|
|
|
|
Christopher Bonavico
|
|
Portfolio Manager, Analyst
|
|
|
|
Kenneth F. Broad
|
|
Portfolio Manager, Analyst
|
|
|
|
Christopher M. Ericksen
|
|
Portfolio Manager, Analyst
|
|
|
|
Ian D. Ferry
|
|
Portfolio Manager, Analyst
|
|
|
|
Patrick G. Fortier
|
|
Portfolio Manager, Analyst
|
|
|
|
Gregory Heywood
|
|
Portfolio Manager, Analyst
|
|
|
|
Daniel J. Prislin
|
|
Portfolio Manager,
Analyst
|
B-1
APPENDIX C - 5% SHARE
OWNERSHIP
The following table shows, as of March 20, 2014, the shareholders that
own of record 5% or more of a Fund.
Fund Name
|
|
Shareholder
|
|
|
|
|
and
Class
|
|
Name and
Address
|
|
Percentage
|
DELAWARE SMID CAP
|
|
MORGAN STANLEY SMITH BARNEY
|
|
|
12.40
|
|
GROWTH FUND CLASS A
|
|
HARBORSIDE FINANCIAL CENTER PLAZA
2
|
|
|
|
|
|
|
3RD FL
|
|
|
|
|
|
|
JERSEY CITY NJ 07311
|
|
|
|
|
DELAWARE SMID CAP
|
|
MLPF&S FOR THE SOLE BENEFIT OF
ITS
|
|
|
6.75
|
|
GROWTH FUND CLASS A
|
|
CUSTOMERS ATTENTION: FUND ADMIN
SEC
|
|
|
|
|
|
|
#974N8 4800 DEER LAKE DRIVE EAST,
|
|
|
|
|
|
|
2ND FL
|
|
|
|
|
|
|
JACKSONVILLE FL 32246-6484
|
|
|
|
|
DELAWARE SMID CAP
|
|
FIRST CLEARING LLC SPECIAL CUSTODY
ACCT
|
|
|
5.95
|
|
GROWTH FUND CLASS A
|
|
FOR THE EXCLUSIVE BENEFIT OF
CUSTOMER
|
|
|
|
|
|
|
2801 MARKET ST
|
|
|
|
|
|
|
SAINT LOUIS MO 63103-2523
|
|
|
|
|
DELAWARE SMID CAP
|
|
NATIONAL FINANCIAL SERVICES LLC
(FBO)
|
|
|
5.41
|
|
GROWTH FUND CLASS A
|
|
OUR CUSTOMERS ATTN MUTUAL FUNDS
|
|
|
|
|
|
|
DEPARTMENT
|
|
|
|
|
|
|
4TH FLOOR
|
|
|
|
|
|
|
499 WASHINGTON BLVD
|
|
|
|
|
|
|
JERSEY CITY NJ 07310
|
|
|
|
|
DELAWARE SMID CAP
|
|
CHARLES SCHWAB & CO INC SPEC
CUSTODY
|
|
|
23.12
|
|
GROWTH FUND CLASS I
|
|
ACCT FOR THE EXCL BNFT OF CUSTS
ATTN
|
|
|
|
|
|
|
MUT FDS
|
|
|
|
|
|
|
211 MAIN ST
|
|
|
|
|
|
|
SAN FRANCISCO CA 94105-1905
|
|
|
|
|
DELAWARE SMID CAP
|
|
NATIONAL FINANCIAL SERVICES LLC
(FBO)
|
|
|
18.19
|
|
GROWTH FUND CLASS I
|
|
OUR CUSTOMERS ATTN MUTUAL FUNDS
|
|
|
|
|
|
|
DEPARTMENT
|
|
|
|
|
|
|
4TH FLOOR
|
|
|
|
|
|
|
499 WASHINGTON BLVD
|
|
|
|
|
|
|
JERSEY CITY NJ 07310
|
|
|
|
|
DELAWARE SMID CAP
|
|
FIRST CLEARING LLC SPECIAL CUSTODY
ACCT
|
|
|
11.88
|
|
GROWTH FUND CLASS I
|
|
FOR THE EXCLUSIVE BENEFIT OF
CUSTOMER
|
|
|
|
|
|
|
2801 MARKET ST
|
|
|
|
|
|
|
SAINT LOUIS MO 63103-2523
|
|
|
|
|
DELAWARE SMID CAP
|
|
MLPF&S FOR THE SOLE BENEFIT OF
ITS
|
|
|
6.30
|
|
GROWTH FUND CLASS I
|
|
CUSTOMERS ATTENTION: FUND ADMIN
SEC
|
|
|
|
|
|
|
#974N8 4800 DEER LAKE DRIVE EAST,
|
|
|
|
|
|
|
2ND FL
|
|
|
|
|
|
|
JACKSONVILLE FL 32246-6484
|
|
|
|
|
C-1
Fund Name
|
|
Shareholder
|
|
|
|
|
and Class
|
|
Name and Address
|
|
Percentage
|
DELAWARE SMID
CAP
|
|
NATIONAL FINANCIAL
SERVICES LLC (FBO)
|
|
|
5.52
|
|
GROWTH FUND CLASS
B
|
|
OUR CUSTOMERS ATTN MUTUAL
FUNDS
|
|
|
|
|
|
|
DEPARTMENT
|
|
|
|
|
|
|
4TH FLOOR
|
|
|
|
|
|
|
499 WASHINGTON
BLVD
|
|
|
|
|
|
|
JERSEY CITY NJ 07310
|
|
|
|
|
DELAWARE SMID CAP
|
|
MLPF&S FOR THE SOLE BENEFIT OF
ITS
|
|
|
22.43
|
|
GROWTH FUND CLASS C
|
|
CUSTOMERS ATTENTION: FUND ADMIN
SEC
|
|
|
|
|
|
|
#974N8 4800 DEER LAKE DRIVE EAST,
|
|
|
|
|
|
|
2ND FL
|
|
|
|
|
|
|
JACKSONVILLE FL 32246-6484
|
|
|
|
|
DELAWARE SMID
CAP
|
|
MORGAN STANLEY SMITH
BARNEY
|
|
|
14.74
|
|
GROWTH FUND CLASS
C
|
|
HARBORSIDE FINANCIAL
CENTER PLAZA 2
|
|
|
|
|
|
|
3RD FL
|
|
|
|
|
|
|
JERSEY CITY NJ 07311
|
|
|
|
|
DELAWARE SMID CAP
|
|
FIRST CLEARING LLC SPECIAL CUSTODY
ACCT
|
|
|
12.95
|
|
GROWTH FUND CLASS C
|
|
FOR THE EXCLUSIVE BENEFIT OF
CUSTOMER
|
|
|
|
|
|
|
2801 MARKET ST
|
|
|
|
|
|
|
SAINT LOUIS MO 63103-2523
|
|
|
|
|
DELAWARE SMID
CAP
|
|
NATIONAL FINANCIAL
SERVICES LLC (FBO)
|
|
|
5.24
|
|
GROWTH FUND CLASS
C
|
|
OUR CUSTOMERS ATTN MUTUAL
FUNDS
|
|
|
|
|
|
|
DEPARTMENT
|
|
|
|
|
|
|
4TH FLOOR
|
|
|
|
|
|
|
499 WASHINGTON
BLVD
|
|
|
|
|
|
|
JERSEY CITY NJ 07310
|
|
|
|
|
DELAWARE U.S.
|
|
MORGAN STANLEY SMITH BARNEY
|
|
|
35.88
|
|
GROWTH FUND CLASS A
|
|
HARBORSIDE FINANCIAL CENTER PLAZA
2
|
|
|
|
|
|
|
3RD FL
|
|
|
|
|
|
|
JERSEY CITY NJ 07311
|
|
|
|
|
DELAWARE U.S.
|
|
CHARLES SCHWAB & CO
INC SPEC CUSTODY
|
|
|
7.64
|
|
GROWTH FUND CLASS
A
|
|
ACCT FOR THE EXCL BNFT OF
CUSTS
|
|
|
|
|
|
|
ATTN MUT FDS
|
|
|
|
|
|
|
211 MAIN ST
|
|
|
|
|
|
|
SAN FRANCISCO
CA 94105-1905
|
|
|
|
|
DELAWARE U.S.
|
|
UBS WM USA 0O0 11011 6100 OMNI
ACCOUNT
|
|
|
6.36
|
|
GROWTH FUND CLASS A
|
|
M/F ATTN DEPARTMENT MANAGER
|
|
|
|
|
|
|
499 WASHINGTON BLVD
|
|
|
|
|
|
|
FL 9 JERSEY CITY NJ
07310-2055
|
|
|
|
|
DELAWARE U.S.
|
|
FIRST CLEARING LLC SPECIAL
CUSTODY ACCT
|
|
|
5.02
|
|
GROWTH FUND CLASS
A
|
|
FOR THE EXCLUSIVE BENEFIT
OF CUSTOMER
|
|
|
|
|
|
|
2801 MARKET ST
|
|
|
|
|
|
|
SAINT LOUIS MO 63103-2523
|
|
|
|
|
DELAWARE U.S.
|
|
MORGAN STANLEY SMITH BARNEY
|
|
|
9.71
|
|
GROWTH FUND CLASS B
|
|
HARBORSIDE FINANCIAL CENTER PLAZA
2
|
|
|
|
|
|
|
3RD FL
|
|
|
|
|
|
|
JERSEY CITY NJ 07311
|
|
|
|
|
C-2
Fund Name
|
|
Shareholder
|
|
|
|
and Class
|
|
Name and
Address
|
Percentage
|
DELAWARE U.S.
|
|
MLPF&S FOR THE SOLE BENEFIT OF
ITS
|
|
7.60
|
|
GROWTH FUND CLASS B
|
|
CUSTOMERS ATTENTION: FUND ADMIN
SEC
|
|
|
|
|
|
#974N8 4800 DEER LAKE DRIVE EAST,
|
|
|
|
|
|
2ND FL
|
|
|
|
|
|
JACKSONVILLE FL
32246-6484
|
|
|
|
DELAWARE U.S.
|
|
MG
TRUST COMPANY CUST.
|
|
7.31
|
|
GROWTH FUND CLASS B
|
|
FBO
EVAN A ROGERS
|
|
|
|
|
|
717
17TH STREET SUITE 1300
|
|
|
|
|
|
DENVER CO 80202
|
|
|
|
DELAWARE U.S.
|
|
CHARLES SCHWAB & CO INC
SPECIAL
|
|
6.31
|
|
GROWTH FUND CLASS B
|
|
CUSTODY ACCT FBO CUSTOMERS
|
|
|
|
|
|
ATTN MUTUAL FUNDS
|
|
|
|
|
|
211 MAIN ST
|
|
|
|
|
|
SAN FRANCISCO CA
94105-1905
|
|
|
|
DELAWARE U.S.
|
|
MLPF&S FOR THE SOLE BENEFIT OF ITS
|
|
26.16
|
|
GROWTH FUND CLASS C
|
|
CUSTOMERS ATTENTION: FUND ADMIN SEC
|
|
|
|
|
|
#974N8 4800 DEER LAKE DRIVE EAST,
|
|
|
|
|
|
2ND
FL
|
|
|
|
|
|
JACKSONVILLE FL
32246-6484
|
|
|
|
DELAWARE U.S.
|
|
RAYMOND JAMES OMNIBUS FOR MUTUAL
|
|
15.46
|
|
GROWTH FUND CLASS C
|
|
FUNDS HOUSE ACCT FIRM 92500015
|
|
|
|
|
|
ATTN COURTNEY WALLER
|
|
|
|
|
|
880 CARILLON PARKWAY
|
|
|
|
|
|
ST PETERSBURG FL
33713
|
|
|
|
DELAWARE U.S.
|
|
MORGAN STANLEY SMITH BARNEY
|
|
15.33
|
|
GROWTH FUND CLASS C
|
|
HARBORSIDE FINANCIAL CENTER PLAZA 2
|
|
|
|
|
|
3RD
FL
|
|
|
|
|
|
JERSEY CITY NJ
07311
|
|
|
|
DELAWARE U.S.
|
|
FIRST CLEARING LLC SPECIAL CUSTODY
ACCT
|
|
13.74
|
|
GROWTH FUND CLASS C
|
|
FOR THE EXCLUSIVE BENEFIT OF
CUSTOMER
|
|
|
|
|
|
2801 MARKET ST
|
|
|
|
|
|
SAINT LOUIS MO
63103-2523
|
|
|
|
DELAWARE U.S.
|
|
PERSHING LLC
|
|
5.50
|
|
GROWTH FUND CLASS C
|
|
1
PERSHING PLAZA
|
|
|
|
|
|
JERSEY CITY NJ
07399-0002
|
|
|
|
DELAWARE U.S.
|
|
WELLS FARGO BANK FBO
|
|
21.60
|
|
GROWTH FUND CLASS I
|
|
WELLS FARGO BANK PLAN 1055014481
|
|
|
|
|
|
1525 WEST WT HARRIS BLVD
|
|
|
|
|
|
CHARLOTTE, NC
28288-1151
|
|
|
|
DELAWARE U.S.
|
|
EDWARD D JONES AND CO
|
|
15.88
|
|
GROWTH FUND CLASS I
|
|
FOR
THE BENEFIT OF CUSTOMERS
|
|
|
|
|
|
12555 MANCHESTER ROAD
|
|
|
|
|
|
ST LOUIS MO
63131-3710
|
|
|
|
C-3
Fund Name
|
|
Shareholder
|
|
|
|
and Class
|
|
Name and
Address
|
Percentage
|
DELAWARE U.S.
|
|
FIRST CLEARING LLC SPECIAL CUSTODY
ACCT
|
|
15.55
|
|
GROWTH FUND CLASS I
|
|
FOR THE EXCLUSIVE BENEFIT OF
CUSTOMER
|
|
|
|
|
|
2801 MARKET ST
|
|
|
|
|
|
SAINT LOUIS MO
63103-2523
|
|
|
|
DELAWARE U.S.
|
|
WELLS FARGO BANK NA FBO OMNIBUS
|
|
13.12
|
|
GROWTH FUND CLASS I
|
|
ACCOUNT REINV/REINV XXXXX
|
|
|
|
|
|
PO
BOX 1533
|
|
|
|
|
|
MINNEAPOLIS MN
55480-1533
|
|
|
|
DELAWARE U.S.
|
|
NATIONAL FINANCIAL SERVICES LLC
(FBO)
|
|
8.10
|
|
GROWTH FUND CLASS I
|
|
OUR CUSTOMERS ATTN MUTUAL FUNDS
|
|
|
|
|
|
DEPARTMENT
|
|
|
|
|
|
4TH FLOOR
|
|
|
|
|
|
499 WASHINGTON BLVD
|
|
|
|
|
|
JERSEY CITY NJ
07310
|
|
|
|
DELAWARE POOLED
|
|
THE
OREGON COMMUNITY FOUNDATION
|
|
30.81
|
|
TRUST - THE SELECT 20
|
|
1221
SW YAMHILL ST STE 100
|
|
|
|
PORTFOLIO
|
|
PORTLAND OR
97205-2108
|
|
|
|
DELAWARE POOLED
|
|
MARKET STREET ACTIVELY MANAGED
FUND
|
|
18.92
|
|
TRUST - THE SELECT 20
|
|
U/A DTD 03/08/1993
|
|
|
|
PORTFOLIO
|
|
80 E MARKET ST STE 300
|
|
|
|
|
|
CORNING NY
|
|
|
|
|
|
14830-2722
|
|
|
|
DELAWARE POOLED
|
|
WELLS FARGO BANK NA FBO STUART
H&M
|
|
8.73
|
|
TRUST - THE SELECT 20
|
|
FOUNDATION-CUSTODY 73466400
|
|
|
|
PORTFOLIO
|
|
733 MARQUETTE AVE
|
|
|
|
|
|
4TH FLOOR
|
|
|
|
|
|
MINNEAPOLIS MN
55480
|
|
|
|
DELAWARE POOLED
|
|
FIRST WESTERN FBO L LEE STRYKER
|
|
7.18
|
|
TRUST - THE SELECT 20
|
|
IRREVOCABLE TRUST U/A DTD 09/10/74
FBO
|
|
|
|
PORTFOLIO
|
|
PATRICIA A STRYKER FWTB TTEE C/O
M&I
|
|
|
|
|
|
TRUST CO NA - ATTN MF
|
|
|
|
|
|
11270 W PARK PL STE 400
|
|
|
|
|
|
MILWAUKEE WI
53224-3625
|
|
|
|
DELAWARE POOLED
|
|
THE NORTHERN TRUST CO AS TRUSTEE
FBO
|
|
13.02
|
|
TRUST - LARGE-CAP
|
|
GANNETT-DV
|
|
|
|
GROWTH EQUITY
|
|
801 S CANAL ST
|
|
|
|
PORTFOLIO
|
|
CHICAGO IL
60607-2994
|
|
|
|
DELAWARE POOLED
|
|
PINNACLE HEALTH SYSTEM
|
|
10.85
|
|
TRUST - LARGE-CAP
|
|
409 S 2ND ST STE 2B
|
|
|
|
GROWTH EQUITY
|
|
HARRISBURG PA 17104-1612
|
|
|
|
PORTFOLIO
|
|
|
|
|
|
DELAWARE POOLED
|
|
LISA AND DOUGLAS GOLDMAN FUND C/O
|
|
10.79
|
|
TRUST - LARGE-CAP
|
|
MONTE VISTA MANAGEMENT CO
|
|
|
|
GROWTH EQUITY
|
|
455 MARKET ST STE 1690
|
|
|
|
PORTFOLIO
|
|
SAN FRANCISCO CA
94105-2444
|
|
|
|
C-4
Fund Name
|
|
Shareholder
|
|
|
|
and Class
|
|
Name and
Address
|
Percentage
|
DELAWARE POOLED
|
|
THE BATCHELOR FOUNDATION INC
|
|
9.39
|
|
TRUST - LARGE-CAP
|
|
1680 MICHIGAN AVE PH-1
|
|
|
|
GROWTH EQUITY
|
|
MIAMI BEACH FL 33139-2514
|
|
|
|
PORTFOLIO
|
|
|
|
|
|
DELAWARE POOLED
|
|
NORTHERN TRUST CO FBO SHELBY OPEB
|
|
9.35
|
|
TRUST - LARGE-CAP
|
|
50 S
LASALLE ST
|
|
|
|
GROWTH EQUITY
|
|
CHICAGO IL 60603-1003
|
|
|
|
PORTFOLIO
|
|
|
|
|
|
DELAWARE POOLED
|
|
JOHN AND MARCIA GOLDMAN FOUNDATION
|
|
7.56
|
|
TRUST - LARGE-CAP
|
|
C/O MONTE VISTA MANAGEMENT CO
|
|
|
|
GROWTH EQUITY
|
|
455 MARKET ST STE 1690
|
|
|
|
PORTFOLIO
|
|
SAN FRANCISCO CA
94105-2444
|
|
|
|
DELAWARE POOLED
|
|
THE
NEWSPAPER GUILD INTERNATIONAL
|
|
6.41
|
|
TRUST - LARGE-CAP
|
|
PENSION FUND
|
|
|
|
GROWTH EQUITY
|
|
501
3RD STREET NW
|
|
|
|
PORTFOLIO
|
|
6TH
FL
|
|
|
|
|
|
WASHINGTON DC
20001-0000
|
|
|
|
DELAWARE POOLED
|
|
SEI PRIVATE TRUST COMPANY C/O
SUNTRUST
|
|
5.26
|
|
TRUST - LARGE-CAP
|
|
BANK ID866 FBO DIOCESE OF ORLANDO
AC
|
|
|
|
GROWTH EQUITY
|
|
#6828117 ATTN MUTUAL FUND ADMIN
|
|
|
|
PORTFOLIO
|
|
1 FREEDOM VALLEY DR
|
|
|
|
|
|
OAKS PA
19456-9989
|
|
|
|
DELAWARE POOLED
|
|
US
BANK NA FBO SPOKANE EMPLOYEES
|
|
5.24
|
|
TRUST - LARGE-CAP
|
|
RETIREMENT SYSTEM - DELAWARE
|
|
|
|
GROWTH EQUITY
|
|
PO
BOX 1787
|
|
|
|
PORTFOLIO
|
|
MILWAUKEE WI
53201-1787
|
|
|
|
DELAWARE POOLED
|
|
SAHARA INVESTMENTS LLC
|
|
19.37
|
|
TRST FOCUS SMID-CAP
|
|
1 N FRANKLIN ST STE 2360
|
|
|
|
GROWTH EQUITY
|
|
CHICAGO IL 60606-3545
|
|
|
|
PORTFOLIO
|
|
|
|
|
|
DELAWARE POOLED
|
|
NORTHERN TRUST CUSTODIAN FBO CM
|
|
18.52
|
|
TRST
FOCUS SMID-CAP
|
|
INVESTMENTS LLC AC 26-72474
|
|
|
|
GROWTH EQUITY
|
|
PO
BOX 92956
|
|
|
|
PORTFOLIO
|
|
CHICAGO IL
60675-2956
|
|
|
|
DELAWARE POOLED
|
|
NORTHERN TRUST CO CUST
CONGREGATION
|
|
9.97
|
|
TRST FOCUS SMID-CAP
|
|
OF THE MISSION INTERNATIONAL
|
|
|
|
GROWTH EQUITY
|
|
FUND AC 26-79629
|
|
|
|
PORTFOLIO
|
|
PO BOX 92956
|
|
|
|
|
|
CHICAGO IL
60675-2956
|
|
|
|
DELAWARE POOLED
|
|
BLYTHEDALE CHILDRENS HOSPITAL
|
|
7.40
|
|
TRST
FOCUS SMID-CAP
|
|
95
BRADHURST AVE
|
|
|
|
GROWTH EQUITY
|
|
VALHALLA NY 10595-1697
|
|
|
|
PORTFOLIO
|
|
|
|
|
|
C-5
Fund Name
|
|
Shareholder
|
|
|
|
and Class
|
|
Name and
Address
|
Percentage
|
DELAWARE POOLED
|
|
FRIENDS ACADEMY
|
|
6.97
|
|
TRST FOCUS SMID-CAP
|
|
270 DUCK POND RD
|
|
|
|
GROWTH EQUITY
|
|
LOCUST VALLEY NY 11560-2428
|
|
|
|
PORTFOLIO
|
|
|
|
|
|
DELAWARE SELECT
|
|
UBS
WM USA 0O0 11011 6100 OMNI ACCOUNT
|
|
9.05
|
|
GROWTH FUND CLASS A
|
|
M/F
ATTN DEPARTMENT MANAGER
|
|
|
|
|
|
499
WASHINGTON BLVD
|
|
|
|
|
|
FL
9
|
|
|
|
|
|
JERSEY CITY NJ
07310-2055
|
|
|
|
DELAWARE SELECT
|
|
FIRST CLEARING LLC SPECIAL CUSTODY
ACCT
|
|
8.01
|
|
GROWTH FUND CLASS A
|
|
FOR THE EXCLUSIVE BENEFIT OF
CUSTOMER
|
|
|
|
|
|
2801 MARKET ST
|
|
|
|
|
|
SAINT LOUIS MO
63103-2523
|
|
|
|
DELAWARE SELECT
|
|
NATIONAL FINANCIAL SERVICES LLC (FBO)
|
|
7.20
|
|
GROWTH FUND CLASS A
|
|
OUR
CUSTOMERS ATTN MUTUAL FUNDS
|
|
|
|
|
|
DEPARTMENT
|
|
|
|
|
|
4TH
FLOOR
|
|
|
|
|
|
499
WASHINGTON BLVD
|
|
|
|
|
|
JERSEY CITY NJ
07310
|
|
|
|
DELAWARE SELECT
|
|
MLPF&S FOR THE SOLE BENEFIT OF
ITS
|
|
6.98
|
|
GROWTH FUND CLASS A
|
|
CUSTOMERS ATTENTION: FUND ADMIN
|
|
|
|
|
|
SEC #974N8
|
|
|
|
|
|
4800 DEER LAKE DRIVE EAST,
|
|
|
|
|
|
2ND FL
|
|
|
|
|
|
JACKSONVILLE FL
32246-6484
|
|
|
|
DELAWARE SELECT
|
|
MORGAN STANLEY SMITH BARNEY
|
|
6.81
|
|
GROWTH FUND CLASS A
|
|
HARBORSIDE FINANCIAL CENTER PLAZA 2
|
|
|
|
|
|
3RD
FL
|
|
|
|
|
|
JERSEY CITY NJ
07311
|
|
|
|
DELAWARE SELECT
|
|
PERSHING LLC
|
|
6.53
|
|
GROWTH FUND CLASS A
|
|
1 PERSHING PLAZA
|
|
|
|
|
|
JERSEY CITY NJ
07399-0002
|
|
|
|
DELAWARE SELECT
|
|
CHARLES SCHWAB & CO INC SPECIAL
|
|
16.31
|
|
GROWTH FUND CLASS B
|
|
CUSTODY ACCT FBO CUSTOMERS
|
|
|
|
|
|
ATTN
MUTUAL FUNDS
|
|
|
|
|
|
211
MAIN ST
|
|
|
|
|
|
SAN FRANCISCO CA
94105-1905
|
|
|
|
DELAWARE SELECT
|
|
FIRST CLEARING LLC SPECIAL CUSTODY
ACCT
|
|
11.33
|
|
GROWTH FUND CLASS B
|
|
FOR THE EXCLUSIVE BENEFIT OF
CUSTOMER
|
|
|
|
|
|
2801 MARKET ST
|
|
|
|
|
|
SAINT LOUIS MO
63103-2523
|
|
|
|
DELAWARE SELECT
|
|
PERSHING LLC
|
|
10.08
|
|
GROWTH FUND CLASS B
|
|
1
PERSHING PLAZA
|
|
|
|
|
|
JERSEY CITY NJ
07399-0002
|
|
|
|
C-6
Fund Name
|
|
Shareholder
|
|
|
|
and Class
|
|
Name and
Address
|
Percentage
|
DELAWARE SELECT
|
|
NATIONAL FINANCIAL SERVICES LLC
(FBO)
|
|
5.61
|
|
GROWTH FUND CLASS B
|
|
OUR CUSTOMERS ATTN MUTUAL FUNDS
|
|
|
|
|
|
DEPARTMENT
|
|
|
|
|
|
4TH FLOOR
|
|
|
|
|
|
499 WASHINGTON BLVD
|
|
|
|
|
|
JERSEY CITY NJ
07310
|
|
|
|
DELAWARE SELECT
|
|
UBS
WM USA 0O0 11011 6100 OMNI ACCOUNT
|
|
5.57
|
|
GROWTH FUND CLASS B
|
|
M/F
ATTN DEPARTMENT MANAGER
|
|
|
|
|
|
499
WASHINGTON BLVD
|
|
|
|
|
|
FL
9
|
|
|
|
|
|
JERSEY CITY NJ
07310-2055
|
|
|
|
DELAWARE SELECT
|
|
MLPF&S FOR THE SOLE BENEFIT OF
ITS
|
|
20.17
|
|
GROWTH FUND CLASS C
|
|
CUSTOMERS ATTENTION: FUND ADMIN
|
|
|
|
|
|
SEC #974N8
|
|
|
|
|
|
4800 DEER LAKE DRIVE EAST,
|
|
|
|
|
|
2ND FL JACKSONVILLE FL
32246-6484
|
|
|
|
DELAWARE SELECT
|
|
FIRST CLEARING LLC SPECIAL CUSTODY ACCT
|
|
14.58
|
|
GROWTH FUND CLASS C
|
|
FOR
THE EXCLUSIVE BENEFIT OF CUSTOMER
|
|
|
|
|
|
2801
MARKET ST
|
|
|
|
|
|
SAINT LOUIS MO
63103-2523
|
|
|
|
DELAWARE SELECT
|
|
MORGAN STANLEY SMITH BARNEY
|
|
13.54
|
|
GROWTH FUND CLASS C
|
|
HARBORSIDE FINANCIAL CENTER PLAZA
2
|
|
|
|
|
|
3RD FL
|
|
|
|
|
|
JERSEY CITY NJ
07311
|
|
|
|
DELAWARE SELECT
|
|
NATIONAL FINANCIAL SERVICES LLC (FBO)
|
|
8.16
|
|
GROWTH FUND CLASS C
|
|
OUR
CUSTOMERS ATTN MUTUAL FUNDS
|
|
|
|
|
|
DEPARTMENT
|
|
|
|
|
|
4TH
FLOOR
|
|
|
|
|
|
499
WASHINGTON BLVD
|
|
|
|
|
|
JERSEY CITY NJ
07310
|
|
|
|
DELAWARE SELECT
|
|
RAYMOND JAMES OMNIBUS FOR MUTUAL
|
|
6.49
|
|
GROWTH FUND CLASS C
|
|
FUNDS HOUSE ACCT FIRM 92500015
|
|
|
|
|
|
ATTN COURTNEY WALLER
|
|
|
|
|
|
880 CARILLON PARKWAY
|
|
|
|
|
|
ST PETERSBURG FL
33713
|
|
|
|
DELAWARE SELECT
|
|
PERSHING LLC
|
|
5.55
|
|
GROWTH FUND CLASS C
|
|
1
PERSHING PLAZA
|
|
|
|
|
|
JERSEY CITY NJ
07399-0002
|
|
|
|
DELAWARE SELECT
|
|
EDWARD D JONES AND CO FOR THE BENEFIT
OF
|
|
34.76
|
|
GROWTH FUND CLASS I
|
|
CUSTOMERS
|
|
|
|
|
|
12555 MANCHESTER ROAD
|
|
|
|
|
|
ST LOUIS MO
63131-3710
|
|
|
|
DELAWARE SELECT
|
|
FIRST CLEARING LLC SPECIAL CUSTODY ACCT
|
|
34.31
|
|
GROWTH FUND CLASS I
|
|
FOR
THE EXCLUSIVE BENEFIT OF CUSTOMER
|
|
|
|
|
|
2801
MARKET ST
|
|
|
|
|
|
SAINT LOUIS MO
63103-2523
|
|
|
|
C-7
Fund Name
|
|
Shareholder
|
|
|
|
and Class
|
|
Name and
Address
|
Percentage
|
DELAWARE SELECT
|
|
MLPF&S FOR THE SOLE BENEFIT OF
ITS
|
|
6.37
|
|
GROWTH FUND CLASS I
|
|
CUSTOMERS ATTENTION:
|
|
|
|
|
|
FUND ADMIN SEC #974N8
|
|
|
|
|
|
4800 DEER LAKE DRIVE EAST,
|
|
|
|
|
|
2ND FL
|
|
|
|
|
|
JACKSONVILLE FL
32246-6484
|
|
|
|
DELAWARE SELECT
|
|
ATTN
MUTUAL FUNDS ADMINISTRATOR C/O
|
|
5.80
|
|
GROWTH FUND CLASS I
|
|
ID
839 EDWARD JONES TRUST
|
|
|
|
|
|
CO
SEI PRIVATE TRUST CO
|
|
|
|
|
|
1
FREEDOM VALLEY DR
|
|
|
|
|
|
OAKS PA
19456-9989
|
|
|
|
DELAWARE
|
|
MLPF&S FOR THE SOLE BENEFIT OF
ITS
|
|
9.71
|
|
FOUNDATION
|
|
CUSTOMERS ATTENTION: FUND ADMIN
|
|
|
|
CONSERVATIVE
|
|
SEC #974N8
|
|
|
|
ALLOCATION CL A
|
|
4800 DEER LAKE DRIVE EAST,
|
|
|
|
|
|
2ND FL
|
|
|
|
|
|
JACKSONVILLE FL
32246-6484
|
|
|
|
DELAWARE
|
|
LINCOLN FINANCIAL GROUP TRUST CO FBO
|
|
7.23
|
|
FOUNDATION
|
|
ROLLOVER IRA PLANS
|
|
|
|
CONSERVATIVE
|
|
1
GRANITE PL
|
|
|
|
ALLOCATION CL A
|
|
CONCORD NH
03301-3258
|
|
|
|
DELAWARE
|
|
FIRST CLEARING LLC SPECIAL CUSTODY
ACCT
|
|
7.17
|
|
FOUNDATION
|
|
FOR THE EXCLUSIVE BENEFIT OF
CUSTOMER
|
|
|
|
CONSERVATIVE
|
|
2801 MARKET ST
|
|
|
|
ALLOCATION CL
A
|
|
SAINT LOUIS MO
63103-2523
|
|
|
|
DELAWARE
|
|
PERSHING LLC
|
|
6.78
|
|
FOUNDATION
|
|
1
PERSHING PLAZA
|
|
|
|
CONSERVATIVE
|
|
JERSEY CITY NJ 07399-0002
|
|
|
|
ALLOCATION CL A
|
|
|
|
|
|
DELAWARE
|
|
NATIONAL FINANCIAL SERVICES LLC
(FBO)
|
|
28.60
|
|
FOUNDATION
|
|
OUR CUSTOMERS ATTN MUTUAL FUNDS
|
|
|
|
CONSERVATIVE
|
|
DEPARTMENT
|
|
|
|
ALLOCATION CL B
|
|
4TH FLOOR
|
|
|
|
|
|
499 WASHINGTON BLVD
|
|
|
|
|
|
JERSEY CITY NJ
07310
|
|
|
|
DELAWARE
|
|
FIRST CLEARING LLC SPECIAL CUSTODY ACCT
|
|
10.84
|
|
FOUNDATION
|
|
FOR
THE EXCLUSIVE BENEFIT OF CUSTOMER
|
|
|
|
CONSERVATIVE
|
|
2801
MARKET ST
|
|
|
|
ALLOCATION CL B
|
|
SAINT LOUIS MO
63103-2523
|
|
|
|
DELAWARE
|
|
CHARLES SCHWAB & CO INC
SPECIAL
|
|
10.48
|
|
FOUNDATION
|
|
CUSTODY ACCT FBO CUSTOMERS
|
|
|
|
CONSERVATIVE
|
|
ATTN MUTUAL FUNDS
|
|
|
|
ALLOCATION CL B
|
|
211 MAIN ST
|
|
|
|
|
|
SAN FRANCISCO CA
94105-1905
|
|
|
|
C-8
Fund Name
|
|
Shareholder
|
|
|
|
and Class
|
|
Name and
Address
|
Percentage
|
DELAWARE
|
|
BNYM I S TRUST CO CUST ROLLOVER
IRA
|
|
10.15
|
|
FOUNDATION
|
|
KAREN A VOSS
|
|
|
|
CONSERVATIVE
|
|
PO BOX 5612
|
|
|
|
ALLOCATION CL
B
|
|
WILMINGTON DE
19808-0612
|
|
|
|
DELAWARE
|
|
BNYM
I S TRUST CO CUST SIMPLE IRA BASSETT
|
|
7.14
|
|
FOUNDATION
|
|
MASONRY INC WAYNE C DURBIN JR
|
|
|
|
CONSERVATIVE
|
|
130
GOODWAY RD
|
|
|
|
ALLOCATION CL B
|
|
ELMORA PA 15737
|
|
|
|
DELAWARE
|
|
BNYM I S TRUST CO CUST SIMPLE IRA
|
|
6.99
|
|
FOUNDATION
|
|
ANESTHESIA BILLING INC FBO DONNA V
|
|
|
|
CONSERVATIVE
|
|
NIGHTINGALE
|
|
|
|
ALLOCATION CL B
|
|
424 NORTH ST
|
|
|
|
|
|
HALSTEAD KS
67056-1624
|
|
|
|
DELAWARE
|
|
MLPF&S FOR THE SOLE BENEFIT OF ITS
|
|
17.51
|
|
FOUNDATION
|
|
CUSTOMERS ATTENTION: FUND ADMIN
|
|
|
|
CONSERVATIVE
|
|
SEC
#974N8
|
|
|
|
ALLOCATION CL C
|
|
4800
DEER LAKE DRIVE EAST,
|
|
|
|
|
|
2ND FL JACKSONVILLE FL
32246-6484
|
|
|
|
DELAWARE
|
|
FIRST CLEARING LLC SPECIAL CUSTODY
ACCT
|
|
15.93
|
|
FOUNDATION
|
|
FOR THE EXCLUSIVE BENEFIT OF
CUSTOMER
|
|
|
|
CONSERVATIVE
|
|
2801 MARKET ST
|
|
|
|
ALLOCATION CL
C
|
|
SAINT LOUIS MO
63103-2523
|
|
|
|
DELAWARE
|
|
NATIONAL FINANCIAL SERVICES LLC (FBO)
|
|
9.45
|
|
FOUNDATION
|
|
OUR
CUSTOMERS ATTN MUTUAL FUNDS
|
|
|
|
CONSERVATIVE
|
|
DEPARTMENT
|
|
|
|
ALLOCATION CL C
|
|
4TH
FLOOR
|
|
|
|
|
|
499
WASHINGTON BLVD
|
|
|
|
|
|
JERSEY CITY NJ
07310
|
|
|
|
DELAWARE
|
|
LPL FINANCIAL --OMNIBUS CUSTOMER
|
|
8.88
|
|
FOUNDATION
|
|
ACCOUNT-- ATTN: LINDSAY OTOOLE
|
|
|
|
CONSERVATIVE
|
|
9785 TOWNE CENTRE DR
|
|
|
|
ALLOCATION CL
C
|
|
SAN DIEGO CA
92121
|
|
|
|
DELAWARE
|
|
MORGAN STANLEY SMITH BARNEY
|
|
8.86
|
|
FOUNDATION
|
|
HARBORSIDE FINANCIAL CENTER PLAZA 2
|
|
|
|
CONSERVATIVE
|
|
3RD
FL
|
|
|
|
ALLOCATION CL C
|
|
JERSEY CITY NJ
07311
|
|
|
|
DELAWARE
|
|
UBS WM USA 0O0 11011 6100 OMNI
ACCOUNT
|
|
7.86
|
|
FOUNDATION
|
|
M/F ATTN DEPARTMENT MANAGER
|
|
|
|
CONSERVATIVE
|
|
499 WASHINGTON BLVD
|
|
|
|
ALLOCATION CL C
|
|
FL 9
|
|
|
|
|
|
JERSEY CITY NJ
07310-2055
|
|
|
|
DELAWARE
|
|
CHARLES SCHWAB & CO INC SPECIAL
|
|
5.97
|
|
FOUNDATION
|
|
CUSTODY ACCT FBO CUSTOMERS
|
|
|
|
CONSERVATIVE
|
|
ATTN
MUTUAL FUNDS
|
|
|
|
ALLOCATION CL C
|
|
211
MAIN ST
|
|
|
|
|
|
SAN FRANCISCO CA
94105-1905
|
|
|
|
C-9
Fund Name
|
|
Shareholder
|
|
|
|
and Class
|
|
Name and
Address
|
Percentage
|
DELAWARE
|
|
PERSHING LLC
|
|
5.18
|
|
FOUNDATION
|
|
1 PERSHING PLAZA
|
|
|
|
CONSERVATIVE
|
|
JERSEY CITY NJ 07399-0002
|
|
|
|
ALLOCATION CL
C
|
|
|
|
|
|
DELAWARE
|
|
PIMS/PRUDENTIAL RETIREMENT AS NOMINEE
|
|
59.06
|
|
FOUNDATION
|
|
FOR
THE TTEE/CUST PL 006 HOAG SHELTERED
|
|
|
|
CONSERVATIVE
|
|
SAVINGS PLAN
|
|
|
|
ALLOCATION CL I
|
|
ONE
HOAG DR
|
|
|
|
|
|
NEWPORT BEACH CA
92663
|
|
|
|
DELAWARE
|
|
CHARLES SCHWAB & CO INC
SPECIAL
|
|
9.63
|
|
FOUNDATION
|
|
CUSTODY ACCT FBO CUSTOMERS
|
|
|
|
MODERATE
|
|
ATTN MUTUAL FUNDS
|
|
|
|
ALLOCATION CLASS B
|
|
211 MAIN ST
|
|
|
|
|
|
SAN FRANCISCO CA
94105-1905
|
|
|
|
DELAWARE
|
|
MLPF&S FOR THE SOLE BENEFIT OF ITS
|
|
8.43
|
|
FOUNDATION
|
|
CUSTOMERS ATTENTION: FUND ADMIN
|
|
|
|
MODERATE
|
|
SEC
#974N8
|
|
|
|
ALLOCATION CLASS B
|
|
4800
DEER LAKE DRIVE EAST,
|
|
|
|
|
|
2ND
FL
|
|
|
|
|
|
JACKSONVILLE FL
32246-6484
|
|
|
|
DELAWARE
|
|
MLPF&S FOR THE SOLE BENEFIT OF
ITS
|
|
17.44
|
|
FOUNDATION
|
|
CUSTOMERS ATTENTION: FUND ADMIN
|
|
|
|
MODERATE
|
|
SEC #974N8
|
|
|
|
ALLOCATION CLASS C
|
|
4800 DEER LAKE DRIVE EAST,
|
|
|
|
|
|
2ND FL
|
|
|
|
|
|
JACKSONVILLE FL
32246-6484
|
|
|
|
DELAWARE
|
|
FIRST CLEARING LLC SPECIAL CUSTODY ACCT
|
|
13.60
|
|
FOUNDATION
|
|
FOR
THE EXCLUSIVE BENEFIT OF CUSTOMER
|
|
|
|
MODERATE
|
|
2801
MARKET ST
|
|
|
|
ALLOCATION CLASS
C
|
|
SAINT LOUIS MO
63103-2523
|
|
|
|
DELAWARE
|
|
UBS WM USA 0O0 11011 6100 OMNI
ACCOUNT
|
|
9.58
|
|
FOUNDATION
|
|
M/F ATTN DEPARTMENT MANAGER
|
|
|
|
MODERATE
|
|
499 WASHINGTON BLVD
|
|
|
|
ALLOCATION CLASS C
|
|
FL 9
|
|
|
|
|
|
JERSEY CITY NJ
07310-2055
|
|
|
|
DELAWARE
|
|
PERSHING LLC
|
|
6.51
|
|
FOUNDATION
|
|
1
PERSHING PLAZA
|
|
|
|
MODERATE
|
|
JERSEY CITY NJ 07399-0002
|
|
|
|
ALLOCATION CLASS
C
|
|
|
|
|
|
DELAWARE
|
|
NATIONAL FINANCIAL SERVICES LLC
(FBO)
|
|
6.31
|
|
FOUNDATION
|
|
OUR CUSTOMERS ATTN MUTUAL FUNDS
|
|
|
|
MODERATE
|
|
DEPARTMENT
|
|
|
|
ALLOCATION CLASS C
|
|
4TH FLOOR
|
|
|
|
|
|
499 WASHINGTON BLVD
|
|
|
|
|
|
JERSEY CITY NJ
07310
|
|
|
|
C-10
Fund Name
|
|
Shareholder
|
|
|
|
and Class
|
|
Name and
Address
|
Percentage
|
DELAWARE
|
|
MORGAN STANLEY SMITH BARNEY
|
|
5.83
|
|
FOUNDATION
|
|
HARBORSIDE FINANCIAL CENTER PLAZA
2
|
|
|
|
MODERATE
|
|
3RD FL
|
|
|
|
ALLOCATION CLASS
C
|
|
JERSEY CITY NJ
07311
|
|
|
|
DELAWARE
|
|
BOND
STREET CUSTODIANS LTD ACF
|
|
40.07
|
|
FOUNDATION
|
|
MACQUARIE GROUP SERVICES
|
|
|
|
MODERATE
|
|
AUSTRALIA PTY LTD
|
|
|
|
ALLOCATION CLASS I
|
|
LEVEL 20 N 1 MARTIN PLACE
|
|
|
|
|
|
SYDNEY NSW 2000
AUSTRALIA
|
|
|
|
DELAWARE
|
|
PIMS/PRUDENTIAL RETIREMENT AS
NOMINEE
|
|
25.56
|
|
FOUNDATION
|
|
FOR THE TTEE/CUST PL 006 HOAG
SHELTERED
|
|
|
|
MODERATE
|
|
SAVINGS PLAN
|
|
|
|
ALLOCATION CLASS I
|
|
ONE HOAG DR
|
|
|
|
|
|
NEWPORT BEACH CA
92663
|
|
|
|
DELAWARE
|
|
LINCOLN RETIREMENT SERVICES CO FBO
|
|
6.74
|
|
FOUNDATION
|
|
MACQUARIE HOLDINGS USA INC 401A
|
|
|
|
MODERATE
|
|
P.O.
BOX 7876
|
|
|
|
ALLOCATION CLASS
I
|
|
FORT WAYNE IN
46801-7876
|
|
|
|
DELAWARE
|
|
NATIONAL FINANCIAL SERVICES LLC
(FBO)
|
|
5.59
|
|
FOUNDATION
|
|
OUR CUSTOMERS
|
|
|
|
MODERATE
|
|
ATTN MUTUAL FUNDS DEPARTMENT
|
|
|
|
ALLOCATION CLASS I
|
|
4TH FLOOR
|
|
|
|
|
|
499 WASHINGTON BLVD
|
|
|
|
|
|
JERSEY CITY NJ
07310
|
|
|
|
DELAWARE
|
|
MLPF&S FOR THE SOLE BENEFIT OF ITS
|
|
7.53
|
|
FOUNDATION GROWTH
|
|
CUSTOMERS ATTENTION:
|
|
|
|
ALLOCATION CLASS A
|
|
FUND
ADMIN SEC #974N8
|
|
|
|
|
|
4800
DEER LAKE DRIVE EAST,
|
|
|
|
|
|
2ND
FL
|
|
|
|
|
|
JACKSONVILLE FL
32246-6484
|
|
|
|
DELAWARE
|
|
FIRST CLEARING LLC SPECIAL CUSTODY
ACCT
|
|
5.10
|
|
FOUNDATION GROWTH
|
|
FOR THE EXCLUSIVE BENEFIT OF
CUSTOMER
|
|
|
|
ALLOCATION CLASS A
|
|
2801 MARKET ST
|
|
|
|
|
|
SAINT LOUIS MO
63103-2523
|
|
|
|
DELAWARE
|
|
FIRST CLEARING LLC SPECIAL CUSTODY ACCT
|
|
10.52
|
|
FOUNDATION GROWTH
|
|
FOR
THE EXCLUSIVE BENEFIT OF CUSTOMER
|
|
|
|
ALLOCATION CLASS B
|
|
2801
MARKET ST
|
|
|
|
|
|
SAINT LOUIS MO
63103-2523
|
|
|
|
DELAWARE
|
|
NATIONAL FINANCIAL SERVICES LLC
(FBO)
|
|
9.12
|
|
FOUNDATION GROWTH
|
|
OUR CUSTOMERS ATTN MUTUAL FUNDS
|
|
|
|
ALLOCATION CLASS B
|
|
DEPARTMENT
|
|
|
|
|
|
4TH FLOOR
|
|
|
|
|
|
499 WASHINGTON BLVD
|
|
|
|
|
|
JERSEY CITY NJ
07310
|
|
|
|
C-11
Fund Name
|
|
Shareholder
|
|
|
|
and Class
|
|
Name and
Address
|
Percentage
|
DELAWARE
|
|
CHARLES SCHWAB & CO INC
SPECIAL
|
|
5.02
|
|
FOUNDATION GROWTH
|
|
CUSTODY ACCT FBO CUSTOMERS
|
|
|
|
ALLOCATION CLASS B
|
|
ATTN MUTUAL FUNDS
|
|
|
|
|
|
211 MAIN ST
|
|
|
|
|
|
SAN FRANCISCO CA
94105-1905
|
|
|
|
DELAWARE
|
|
MLPF&S FOR THE SOLE BENEFIT OF ITS
|
|
11.25
|
|
FOUNDATION GROWTH
|
|
CUSTOMERS ATTENTION: FUND ADMIN
|
|
|
|
ALLOCATION CLASS C
|
|
SEC
#974N8
|
|
|
|
|
|
4800
DEER LAKE DRIVE EAST,
|
|
|
|
|
|
2ND
FL
|
|
|
|
|
|
JACKSONVILLE FL
32246-6484
|
|
|
|
DELAWARE
|
|
MORGAN STANLEY SMITH BARNEY
|
|
7.59
|
|
FOUNDATION GROWTH
|
|
HARBORSIDE FINANCIAL CENTER PLAZA
2
|
|
|
|
ALLOCATION CLASS C
|
|
3RD FL
|
|
|
|
|
|
JERSEY CITY NJ
07311
|
|
|
|
DELAWARE
|
|
PERSHING LLC
|
|
7.16
|
|
FOUNDATION GROWTH
|
|
1
PERSHING PLAZA
|
|
|
|
ALLOCATION CLASS
C
|
|
JERSEY CITY NJ
07399-0002
|
|
|
|
DELAWARE
|
|
LPL FINANCIAL --OMNIBUS CUSTOMER
|
|
6.91
|
|
FOUNDATION GROWTH
|
|
ACCOUNT-- ATTN: LINDSAY OTOOLE
|
|
|
|
ALLOCATION CLASS C
|
|
9785 TOWNE CENTRE DR
|
|
|
|
|
|
SAN DIEGO CA
92121
|
|
|
|
DELAWARE
|
|
PIMS/PRUDENTIAL RETIREMENT AS NOMINEE
|
|
34.30
|
|
FOUNDATION GROWTH
|
|
FOR
THE TTEE/CUST PL 006 HOAG SHELTERED
|
|
|
|
ALLOCATION CLASS I
|
|
SAVINGS PLAN
|
|
|
|
|
|
ONE
HOAG DR
|
|
|
|
|
|
NEWPORT BEACH CA
92663
|
|
|
|
DELAWARE
|
|
LINCOLN RETIREMENT SERVICES CO FBO
|
|
19.76
|
|
FOUNDATION GROWTH
|
|
MACQUARIE HOLDINGS USA INC 401K
|
|
|
|
ALLOCATION CLASS I
|
|
P.O. BOX 7876
|
|
|
|
|
|
FORT WAYNE IN
46801-7876
|
|
|
|
DELAWARE
|
|
BOND
STREET CUSTODIANS LTD ACF
|
|
13.74
|
|
FOUNDATION GROWTH
|
|
MACQUARIE GROUP SERVICES
|
|
|
|
ALLOCATION CLASS I
|
|
AUSTRALIA PTY LTD
|
|
|
|
|
|
LEVEL 20 N 1 MARTIN PLACE
|
|
|
|
|
|
SYDNEY NSW 2000
AUSTRALIA
|
|
|
|
DELAWARE
|
|
LINCOLN RETIREMENT SERVICES CO FBO
|
|
10.46
|
|
FOUNDATION GROWTH
|
|
MACQUARIE HOLDINGS USA INC 401A
|
|
|
|
ALLOCATION CLASS I
|
|
P.O. BOX 7876
|
|
|
|
|
|
FORT WAYNE IN
46801-7876
|
|
|
|
DELAWARE SMID CAP
|
|
MLPF&S FOR THE SOLE BENEFIT OF ITS
|
|
36.75
|
|
GROWTH FUND CLASS R
|
|
CUSTOMERS ATTENTION:
|
|
|
|
|
|
FUND
ADMIN SEC #974N8
|
|
|
|
|
|
4800
DEER LAKE DRIVE EAST,
|
|
|
|
|
|
2ND
FL
|
|
|
|
|
|
JACKSONVILLE FL
32246-6484
|
|
|
|
C-12
Fund Name
|
|
Shareholder
|
|
|
|
and Class
|
|
Name and
Address
|
Percentage
|
DELAWARE SMID CAP
|
|
WILMINGTON TRUST RISC AS TTEE FBO
|
|
9.56
|
|
GROWTH FUND CLASS R
|
|
HARLAN LABORATORIES, INC. 401(K)
PL
|
|
|
|
|
|
P.O. BOX 52129
|
|
|
|
|
|
PHOENIX AZ
85072
|
|
|
|
DELAWARE U.S.
|
|
MLPF&S FOR THE SOLE BENEFIT OF ITS
|
|
18.85
|
|
GROWTH FUND CLASS R
|
|
CUSTOMERS ATTENTION: FUND ADMIN
|
|
|
|
|
|
SEC
#974N8
|
|
|
|
|
|
4800
DEER LAKE DRIVE EAST,
|
|
|
|
|
|
2ND
FL
|
|
|
|
|
|
JACKSONVILLE FL
32246-6484
|
|
|
|
DELAWARE U.S.
|
|
GREAT-WEST TRUST COMPANY LLC TTEE
F
|
|
12.22
|
|
GROWTH FUND CLASS R
|
|
EMPLOYEE BENEFITS CLIENTS 401K
|
|
|
|
|
|
8515 E ORCHARD RD 2T2
|
|
|
|
|
|
GREENWOOD VILLAGE CO
80111
|
|
|
|
DELAWARE U.S.
|
|
STATE STREET BANK AND TRUST COMPANY
|
|
9.71
|
|
GROWTH FUND CLASS R
|
|
FBO
TAYNIK & CO
|
|
|
|
|
|
1200
CROWN COLONY DR
|
|
|
|
|
|
QUINCY MA
02169-0938
|
|
|
|
DELAWARE U.S.
|
|
HARTFORD SECURITIES DISTRIBUTION
|
|
7.88
|
|
GROWTH FUND CLASS R
|
|
COMPANY INC ATTN: UIT OPERATIONS
|
|
|
|
|
|
PO BOX 2999
|
|
|
|
|
|
HARTFORD CT
06104-2999
|
|
|
|
DELAWARE U.S.
|
|
MG
TRUST COMPANY TRUSTEE IIF DATA
|
|
6.46
|
|
GROWTH FUND CLASS R
|
|
SOLUTIONS, INC.
|
|
|
|
|
|
717
17TH STREET SUITE 1300
|
|
|
|
|
|
DENVER CO 80202
|
|
|
|
DELAWARE SELECT
|
|
HARTFORD SECURITIES DISTRIBUTION
|
|
23.95
|
|
GROWTH FUND CLASS R
|
|
COMPANY INC ATTN: UIT OPERATIONS
|
|
|
|
|
|
PO BOX 2999
|
|
|
|
|
|
HARTFORD CT
06104-2999
|
|
|
|
DELAWARE SELECT
|
|
MG
TRUST COMPANY CUST. FBO THE
|
|
12.82
|
|
GROWTH FUND CLASS R
|
|
STRATFORD FIRE AND POLICE RETIR
|
|
|
|
|
|
717
17TH STREET SUITE 1300
|
|
|
|
|
|
DENVER CO 80202
|
|
|
|
DELAWARE SELECT
|
|
MLPF&S FOR THE SOLE BENEFIT OF
ITS
|
|
10.83
|
|
GROWTH FUND CLASS R
|
|
CUSTOMERS ATTENTION: FUND ADMIN
|
|
|
|
|
|
SEC #974N8
|
|
|
|
|
|
4800 DEER LAKE DRIVE EAST,
|
|
|
|
|
|
2ND FL
|
|
|
|
|
|
JACKSONVILLE FL
32246-6484
|
|
|
|
DELAWARE SELECT
|
|
PIMS/PRUDENTIAL RETIREMENT AS NOMINEE
|
|
5.56
|
|
GROWTH FUND CLASS R
|
|
FOR
THE TTEE/CUST PL 764 SMR AUTOMOTIVE
|
|
|
|
|
|
SYSTEMS USA, INC.
|
|
|
|
|
|
1855
BUSHA HWY
|
|
|
|
|
|
MARYSVILLE MI
480401892
|
|
|
|
C-13
Fund Name
|
|
Shareholder
|
|
|
|
and Class
|
|
Name and
Address
|
Percentage
|
DELAWARE
|
|
NFS LLC FEBO STATE STREET BANK TRUST
CO
|
|
65.34
|
|
FOUNDATION
|
|
TTEE VARIOUS RETIREMENT PLANS
|
|
|
|
CONSERVATIVE
|
|
440 MAMARONECK AVE
|
|
|
|
ALLOCATION CL
R
|
|
HARRISON NY
10528-2418
|
|
|
|
DELAWARE
|
|
MLPF&S FOR THE SOLE BENEFIT OF ITS
|
|
11.94
|
|
FOUNDATION
|
|
CUSTOMERS ATTENTION:
|
|
|
|
CONSERVATIVE
|
|
FUND
ADMIN SEC #974N8
|
|
|
|
ALLOCATION CL R
|
|
4800
DEER LAKE DRIVE EAST,
|
|
|
|
|
|
2ND
FL
|
|
|
|
|
|
JACKSONVILLE FL
32246-6484
|
|
|
|
DELAWARE
|
|
NFS LLC FEBO STATE STREET BANK TRUST
CO
|
|
86.14
|
|
FOUNDATION
|
|
TTEE VARIOUS RETIREMENT PLANS
|
|
|
|
MODERATE
|
|
440 MAMARONECK AVE
|
|
|
|
ALLOCATION CLASS
R
|
|
HARRISON NY
10528-2418
|
|
|
|
DELAWARE
|
|
NFS
LLC FEBO STATE STREET BANK TRUST CO
|
|
78.28
|
|
FOUNDATION GROWTH
|
|
TTEE
VARIOUS RETIREMENT PLANS
|
|
|
|
ALLOCATION CLASS R
|
|
440
MAMARONECK AVE
|
|
|
|
|
|
HARRISON NY
10528-2418
|
|
|
|
DELAWARE FOCUS
|
|
MORGAN STANLEY SMITH BARNEY
|
|
34.48
|
|
GLOBAL GROWTH FUND
|
|
HARBORSIDE FINANCIAL
|
|
|
|
CLASS A
|
|
CENTER PLAZA 2
|
|
|
|
|
|
3RD FL
|
|
|
|
|
|
JERSEY CITY NJ
07311
|
|
|
|
DELAWARE FOCUS
|
|
UBS
WM USA 0O0 11011 6100 OMNI ACCOUNT
|
|
15.94
|
|
GLOBAL GROWTH FUND
|
|
M/F
ATTN DEPARTMENT MANAGER
|
|
|
|
CLASS A
|
|
499
WASHINGTON BLVD
|
|
|
|
|
|
FL
9
|
|
|
|
|
|
JERSEY CITY NJ
07310-2055
|
|
|
|
DELAWARE FOCUS
|
|
PERSHING LLC
|
|
10.82
|
|
GLOBAL GROWTH FUND
|
|
1 PERSHING PLAZA
|
|
|
|
CLASS A
|
|
JERSEY CITY NJ
07399-0002
|
|
|
|
DELAWARE FOCUS
|
|
NATIONAL FINANCIAL SERVICES LLC (FBO)
|
|
10.52
|
|
GLOBAL GROWTH FUND
|
|
OUR
CUSTOMERS ATTN MUTUAL FUNDS
|
|
|
|
CLASS A
|
|
DEPARTMENT
|
|
|
|
|
|
4TH
FLOOR
|
|
|
|
|
|
499
WASHINGTON BLVD
|
|
|
|
|
|
JERSEY CITY NJ
07310
|
|
|
|
DELAWARE FOCUS
|
|
UBS WM USA 0O0 11011 6100 OMNI
ACCOUNT
|
|
17.44
|
|
GLOBAL GROWTH FUND
|
|
M/F ATTN DEPARTMENT MANAGER
|
|
|
|
CLASS C
|
|
499 WASHINGTON BLVD
|
|
|
|
|
|
FL 9
|
|
|
|
|
|
JERSEY CITY NJ
07310-2055
|
|
|
|
C-14
Fund Name
|
|
Shareholder
|
|
|
|
and Class
|
|
Name and
Address
|
Percentage
|
DELAWARE FOCUS
|
|
MORGAN STANLEY SMITH BARNEY
|
|
16.55
|
|
GLOBAL GROWTH FUND
|
|
HARBORSIDE FINANCIAL
|
|
|
|
CLASS C
|
|
CENTER PLAZA 2
|
|
|
|
|
|
3RD FL
|
|
|
|
|
|
JERSEY CITY NJ
07311
|
|
|
|
DELAWARE FOCUS
|
|
PERSHING LLC
|
|
16.45
|
|
GLOBAL GROWTH FUND
|
|
1
PERSHING PLAZA
|
|
|
|
CLASS C
|
|
JERSEY CITY NJ
07399-0002
|
|
|
|
DELAWARE FOCUS
|
|
RAYMOND JAMES OMNIBUS FOR MUTUAL
|
|
16.32
|
|
GLOBAL GROWTH FUND
|
|
FUNDS HOUSE ACCT FIRM 92500015
|
|
|
|
CLASS C
|
|
ATTN COURTNEY WALLER
|
|
|
|
|
|
880 CARILLON PARKWAY
|
|
|
|
|
|
ST PETERSBURG FL
33713
|
|
|
|
DELAWARE FOCUS
|
|
LPL
FINANCIAL --OMNIBUS CUSTOMER
|
|
11.00
|
|
GLOBAL GROWTH FUND
|
|
ACCOUNT-- ATTN: LINDSAY OTOOLE
|
|
|
|
CLASS C
|
|
9785
TOWNE CENTRE DR
|
|
|
|
|
|
SAN DIEGO CA
92121
|
|
|
|
DELAWARE FOCUS
|
|
MORGAN STANLEY SMITH BARNEY
|
|
60.99
|
|
GLOBAL GROWTH FUND
|
|
HARBORSIDE FINANCIAL CENTER PLAZA
2
|
|
|
|
CLASS I
|
|
3RD FL
|
|
|
|
|
|
JERSEY CITY NJ
07311
|
|
|
|
DELAWARE FOCUS
|
|
NATIONAL FINANCIAL SERVICES LLC (FBO)
|
|
22.27
|
|
GLOBAL GROWTH FUND
|
|
OUR
CUSTOMERS ATTN MUTUAL FUNDS
|
|
|
|
CLASS I
|
|
DEPARTMENT
|
|
|
|
|
|
4TH
FLOOR
|
|
|
|
|
|
499
WASHINGTON BLVD
|
|
|
|
|
|
JERSEY CITY NJ
07310
|
|
|
|
DELAWARE FOCUS
|
|
RELIANCE TRUST COMPANY FBO RIS-100
R/R
|
|
5.27
|
|
GLOBAL GROWTH FUND
|
|
PO BOX 48529
|
|
|
|
CLASS I
|
|
ATLANTA GA
30362
|
|
|
|
DELAWARE FOCUS
|
|
COUNSEL TRUST DBA MATC FBO
|
|
68.51
|
|
GLOBAL GROWTH FUND
|
|
PERFORMANCE AIR MECHANICAL INC 401(K)
|
|
|
|
CLASS R
|
|
PROFIT SHARING PLAN & TRUST
|
|
|
|
|
|
1251
WATERFRONT PLACE SUITE 525
|
|
|
|
|
|
PITTSBURGH, PA
15222
|
|
|
|
DELAWARE FOCUS
|
|
MG TRUST COMPANY CUST. FBO C.
MCHUGH
|
|
24.25
|
|
GLOBAL GROWTH FUND
|
|
INSURANCE AGENCY, INC.
|
|
|
|
CLASS R
|
|
717 17TH STREET SUITE 1300
|
|
|
|
|
|
DENVER CO
80202
|
|
|
|
DELAWARE FOCUS
|
|
DELAWARE MANAGEMENT HOLDINGS, INC.
|
|
5.47
|
|
GLOBAL GROWTH FUND
|
|
C/O
RICK SALUS
|
|
|
|
CLASS R
|
|
2005
MARKET ST
|
|
|
|
|
|
PHILADELPHIA PA
19103-7028
|
|
|
|
C-15
Fund Name
|
|
Shareholder
|
|
|
|
and Class
|
|
Name and
Address
|
Percentage
|
DELAWARE VIP SMID
|
|
LINCOLN LIFE
|
|
88.81
|
|
CAP GROWTH SERIES
|
|
1300 S CLINTON ST
|
|
|
|
STANDARD
|
|
FORT WAYNE IN
46802-3518
|
|
|
|
DELAWARE VIP SMID
|
|
COMMONWEALTH ANNUITY & LIFE
|
|
7.53
|
|
CAP
GROWTH SERIES
|
|
INSURANCE CO (SE2)
|
|
|
|
STANDARD
|
|
SUITE 210 132 TURNPIKE ROAD
|
|
|
|
|
|
SOUTHBOROUGH MA
01772
|
|
|
|
DELAWARE VIP SMID
|
|
LINCOLN LIFE
|
|
85.91
|
|
CAP GROWTH SERIES
|
|
1300 S CLINTON ST
|
|
|
|
SERVICE
|
|
FORT WAYNE IN
46802-3518
|
|
|
|
DELAWARE VIP SMID
|
|
LINCOLN LIFE ANNUITY OF NY (LLANY)
|
|
5.92
|
|
CAP
GROWTH SERIES
|
|
1300
S CLINTON ST
|
|
|
|
SERVICE
|
|
FORT WAYNE IN
46802-3506
|
|
|
|
DELAWARE VIP U.S.
|
|
MAC & CO A/C LNMF5200002 FBO
LVIP
|
|
40.13
|
|
GROWTH SERIES
|
|
MODERATE PROFILE ATTN MUTUAL FUND
OPS
|
|
|
|
STANDARD CLASS
|
|
PO BOX 3198
|
|
|
|
|
|
PITTSBURGH PA
15230-3198
|
|
|
|
DELAWARE VIP U.S.
|
|
MAC
& CO A/C LNMF5180002 FBO LVIP MOD
|
|
26.43
|
|
GROWTH SERIES
|
|
AGGRESSIVE PROFILE ATTN MUTUAL FUND OPS
|
|
|
|
STANDARD CLASS
|
|
PO
BOX 3198
|
|
|
|
|
|
PITTSBURGH PA
15230-3198
|
|
|
|
DELAWARE VIP U.S.
|
|
LINCOLN LIFE
|
|
16.06
|
|
GROWTH SERIES
|
|
1300 S CLINTON ST
|
|
|
|
STANDARD
CLASS
|
|
FORT WAYNE IN
46802-3518
|
|
|
|
DELAWARE VIP U.S.
|
|
MAC
& CO A/C LNMF5190002 FBO LVIP
|
|
14.49
|
|
GROWTH SERIES
|
|
CONSERVATIVE PROFILE
|
|
|
|
STANDARD CLASS
|
|
ATTN
MUTUAL FUND OPS
|
|
|
|
|
|
PO
BOX 3198
|
|
|
|
|
|
PITTSBURGH PA
15230-3198
|
|
|
|
DELAWARE VIP U.S.
|
|
LINCOLN LIFE
|
|
97.83
|
|
GROWTH SERIES
|
|
1300 S CLINTON ST
|
|
|
|
SERVICE
CLASS
|
|
FORT WAYNE IN
46802-3518
|
|
|
|
C-16
YOUR VOTE IS IMPORTANT
NO
MATTER HOW MANY SHARES YOU
OWN.
PLEASE CAST YOUR PROXY
VOTE
TODAY!
SHAREHOLDER NAME
AND ADDRESS
HERE
|