PRE 14A 1 macquarie06202025pre14a.htm

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. __)

Filed by the Registrant [X]
Filed by a Party other than the Registrant [  ]
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Preliminary Proxy Statement
[  ]
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[  ]
Definitive Proxy Statement
[  ]
Definitive Additional Materials
[  ]
Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12

Delaware Group® Adviser Funds
Delaware Group Cash Reserve
Delaware Group Equity Funds II
Delaware Group Equity Funds IV
Delaware Group Equity Funds V
Delaware Group Global & International Funds
Delaware Group Government Fund
Delaware Group Income Funds
Delaware Group Limited-Term Government Funds
Delaware Group State Tax-Free Income Trust
Delaware Group Tax-Free Fund
Delaware Pooled® Trust
Delaware VIP® Trust
Ivy Funds
Ivy Variable Insurance Portfolios
Voyageur Mutual Funds
Voyageur Mutual Funds II
Voyageur Tax Free Funds
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee  (Check the appropriate box):
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No fee required.
[  ]
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
 
1.
Title of each class of securities to which transaction applies:
 
2.
Aggregate number of securities to which transaction applies:
 
3.
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
4.
Proposed maximum aggregate value of transaction:
 
5.
Total fee paid:
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Fee paid previously with preliminary proxy materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
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MACQUARIE FUNDS
   
Delaware Group® Adviser Funds 
Delaware Group Tax-Free Fund 
Delaware Group Cash Reserve 
Delaware Pooled® Trust 
Delaware Group Equity Funds II 
Delaware VIP Trust
Delaware Group Equity Funds IV 
Ivy Funds
Delaware Group Equity Funds V 
Ivy Variable Insurance Portfolios
Delaware Group Global & International Funds 
Voyageur Insured Funds 
Delaware Group Government Fund 
Voyageur Mutual Funds 
Delaware Group Income Funds 
Voyageur Mutual Funds II 
Delaware Group Limited-Term Government Funds 
Voyageur Tax Free Funds 
Delaware Group State Tax-Free Income Trust 
 
   

100 Independence
610 Market Street
Philadelphia, PA 19106

[Proxy Date], 2025
Dear Shareholder:
I am writing to let you know that a joint special meeting of the shareholders of the Macquarie Funds registered investment companies listed above (each individually, a “Trust,” and collectively, the “Trusts”) and each series of each Trust as set forth on Appendix A (each individually, a “Fund,” and collectively the “Funds”) will be held via live web stream on September 10, 2025 at 2:00 p.m. ET (the “Meeting”).  You are receiving this letter because you were a shareholder of record of at least one Fund as of [Record Date], 2025 (the “Record Date”).  As a shareholder, you have the opportunity to voice your opinion on the matters that affect your Fund(s).  This package contains information about the proposal and the materials to use when voting by mail, telephone or through the Internet.
The purpose of the Meeting is to approve a matter important to your Fund relating to the proposed acquisition by Nomura Holding America Inc. (“Nomura”) of the equity interests in the US and European public investments business of Macquarie Asset Management (the “MAM Business”), including the Fund’s investment adviser, Delaware Management Company (“DMC”), which is a series of Macquarie Investment Management Business Trust.  On April 21, 2025, Nomura and Macquarie Group Limited (“Macquarie”) announced that they had entered into a purchase agreement whereby Nomura will acquire the MAM Business (the “Transaction”).  The Transaction is subject to customary closing conditions, including receipt of applicable regulatory approvals.  Subject to such approvals and the satisfaction of certain other conditions, the Transaction is expected to close on or about October [31], 2025 (the “Closing”) with respect to Macquarie’s US public investments business with the possibility of a later closing for Macquarie’s European public investments business. Upon the Closing of the Transaction, each Fund’s investment advisory agreement and any sub-advisory agreements will automatically terminate in accordance with their terms and applicable regulations. The Transaction is structured as a “carve-out” such that other than for certain Funds described in this Joint Proxy Statement, all of the current


MAM Business portfolio management personnel, as well as MAM Business personnel who provide services to the Funds, are expected to continue in those roles following Closing.
In order to help ensure that each Fund’s investment program continues uninterrupted upon the Closing, I am asking for your vote at the Meeting on the following proposal affecting the Funds, as well as to transact such other business as may properly come before the Meeting or any adjournments thereof:

For each Fund: To approve a new investment advisory agreement for the Fund.

The Board of Trustees of each of the Trusts has approved and unanimously recommends that you vote FOR the proposal.

Detailed information about the proposal is contained in the enclosed materials. The proposal will not result in changes to any Fund’s contractual management fee rate or investment objective, strategy, risks or restrictions and DMC will continue to serve as the Funds’ investment adviser. Please review and consider the enclosed materials carefully, and then please take a moment to vote.

The Meeting will be conducted exclusively via live webstream. Any shareholder wishing to participate in the Meeting virtually can do so. If you were a record holder of Fund shares as of the Record Date, please send an email to the proxy solicitor, EQ Fund Solutions (“EQ”), at attendameeting@equiniti.com  no later than 1:00 p.m. ET on September 9, 2025. Please include the Fund’s name in the subject line and provide your name and address in the body of the email. EQ will then email you the credentials to the live webstream and instructions for voting during the Meeting. If you held Fund shares through an intermediary, such as a broker-dealer, as of the Record Date, and you want to participate in the Meeting, please email EQ, at attendameeting@equiniti.com  no later than September 9, 2025 at 1:00 p.m. ET. Please include the Fund’s name in the subject line and provide your name, address and proof of ownership as of the Record Date from your intermediary. Please be aware that if you wish to vote at the Meeting, and hold shares through an intermediary, you must first obtain a legal proxy from your intermediary reflecting the Fund’s name, the number of Fund shares you held and your name and email address. You may forward an email from your intermediary containing the legal proxy or email an image of the legal proxy to EQ at attendameeting@equiniti.com  and put “Legal Proxy” in the subject line. EQ will then provide you with the credentials for the live webstream and instructions for voting during the Meeting. The live webstream credentials will only be active for the date and time of the Meeting. If you have any questions prior to the Meeting, please call EQ at (800) 659-6590 for the retail Funds and (800) 769-7666 for the variable insurance product funds. For technical assistance during the Meeting, please call EQ at (800) 659-6590 for the retail Funds and (800) 769-7666 for the variable insurance product funds.

Whether or not you plan to attend the Meeting virtually, your vote is needed.

Attendance at the Meeting will be limited to shareholders of the Funds as of the close of business on the Record Date. If you held shares as of the Record Date, you are entitled to receive


notice of, and to vote at, the Meeting and any adjournment of the Meeting, even if you no longer hold shares of the Fund. Your vote is important no matter how many shares you own. It is important that your vote be received no later than the time of the Meeting.

Voting is quick and easy. Everything you need is enclosed. You may vote by completing and returning your proxy card in the enclosed postage-paid return envelope, by calling the toll-free telephone number listed on the enclosed proxy card, by visiting the internet at https://vote.proxyonline.com/macquarie/docs/mtg2025.pdf, or by attending the Meeting via webstream and voting at the Meeting. You may receive more than one set of proxy materials if you hold shares in more than one account. Please be sure to vote each proxy card you receive. If we do not hear from you, our proxy solicitor, EQ, may contact you. This will ensure that your vote is counted even if you cannot or do not wish to attend the Meeting. If you have any questions about the proposal or how to vote, you may call EQ at (800) 659-6590 for the retail Funds and (800) 769-7666 for the variable insurance product funds and a representative will assist you.

Your vote is important to us. Thank you for your response and for your investment.

 
Sincerely,
 
[insert signature]
President and Chief Executive Officer of the Trusts
 

Important Notice Regarding the Availability of Proxy Materials for the Meeting:
The Notice of Special Meeting of Shareholders and Proxy Statement are available at https://vote.proxyonline.com/macquarie/docs/mtg2025.pdf.


MACQUARIE FUNDS
   
Delaware Group® Adviser Funds 
Delaware Group Tax-Free Fund 
Delaware Group Cash Reserve 
Delaware Pooled® Trust 
Delaware Group Equity Funds II 
Delaware VIP Trust
Delaware Group Equity Funds IV 
Ivy Funds
Delaware Group Equity Funds V 
Ivy Variable Insurance Portfolios
Delaware Group Global & International Funds 
Voyageur Insured Funds 
Delaware Group Government Fund 
Voyageur Mutual Funds 
Delaware Group Income Funds 
Voyageur Mutual Funds II 
Delaware Group Limited-Term Government Funds 
Voyageur Tax Free Funds 
Delaware Group State Tax-Free Income Trust 
 
   

100 Independence
610 Market Street
Philadelphia, PA 19106

NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS


NOTICE IS HEREBY GIVEN that a joint special meeting of the shareholders of the above-referenced registered investment companies (each individually, a “Trust,” and collectively, the “Trusts”) and each series of each Trust as set forth on Appendix A (each individually, a “Fund,” and collectively the “Funds”) will be held via live webstream on September 10, 2025 at 2:00 p.m. ET (the “Meeting”).  At the Meeting, shareholders will be asked to consider and vote upon the following proposal (the “Proposal”) and to act upon any other business that may properly come before the Meeting or any adjournment or postponement thereof:

 
  
 
  
 
Shareholders
Entitled to Vote
 
Meeting Proposal
 
To approve a new investment advisory agreement for each Fund (the “New Investment Advisory Agreement Proposal”).
 
 
 
 
 
All shareholders of each Fund, voting separately
 

The Board of Trustees of each of the Trusts (collectively, the “Board”) has approved and unanimously recommends that you vote FOR the New Investment Advisory Agreement Proposal.

Please read the joint proxy statement carefully for information concerning the Proposal. The enclosed materials contain the Notice of Joint Special Meeting of Shareholders (the “Notice”), joint proxy statement and proxy card(s)[/voting instruction form(s)]. A proxy card[/voting instruction form] is, in essence, a ballot. When you vote your proxy, it tells us how you wish to


vote on important issues relating to a Fund. If you complete, sign and return the proxy card[/voting instruction form], we will vote it as you indicated. If you simply sign, date and return the enclosed proxy card[/voting instruction form], but do not specify a vote, your proxy will be voted FOR the Proposal.

Shareholders of record of a Fund at the close of business on [Record Date] are entitled to receive notice of, and to vote at, the Meeting and any adjournments, postponements or delays thereof. It is important that your shares be voted at the Meeting. You may vote by telephone, Internet or by completing the enclosed proxy card(s)[/voting instruction form(s)] and returning it in the accompanying envelope as promptly as possible. You may also vote by attending the Meeting via live webstream.

REGARDLESS OF WHETHER YOU PLAN TO PARTICIPATE IN THE MEETING VIA LIVE WEBSTREAM, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD/VOTING INSTRUCTION FORM IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE OR VOTE BY TELEPHONE OR THROUGH THE INTERNET PURSUANT TO THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD[/VOTING INSTRUCTION FORM].

If you attend the Meeting via live webstream and wish to vote at that time, you will be able to do so and your vote at the Meeting will revoke any proxy you may have submitted. Merely attending the Meeting via live webstream, however, will not revoke a previously given proxy.

Any shareholder wishing to participate in the Meeting virtually can do so. If you were a record holder of Fund shares as of the Record Date, please send an email to the proxy solicitor, EQ, at attendameeting@equiniti.com  no later than 1:00pm ET on September 9, 2025. Please include the Fund’s name in the subject line and provide your name and address in the body of the email. EQ will then email you the credentials to the live webstream and instructions for voting during the Meeting. If you held Fund shares through an intermediary, such as a broker-dealer, as of the Record Date, and you want to participate in the Meeting, please email EQ at attendameeting@equiniti.com  no later than 1:00pm ET on September 9, 2025 to register. Please include the Fund’s name in the subject line and provide your name, address and proof of ownership as of the Record Date from your intermediary. Please be aware that if you wish to vote at the Meeting, you must first obtain a legal proxy from your intermediary reflecting the Fund’s name, the number of Fund shares you held and your name and email address. You may forward an email from your intermediary containing the legal proxy or email an image of the legal proxy to EQ at attendameeting@equiniti.com and put “Legal Proxy” in the subject line. EQ will then provide you with the credentials for the live webstream and instructions for voting during the Meeting. The live webstream credentials will only be active for the date and time of the Meeting. If you have any questions prior to the Meeting, please call EQ at (800) 659-6590 for the retail Funds and (800) 769-7666 for the variable insurance product funds. For technical assistance during the Meeting, please contact EQ at attendameeting@equiniti.com  or call (800) 659-6590 for the retail Funds and (800) 769-7666 for the variable insurance product funds.



YOUR VOTE IS EXTREMELY IMPORTANT. NO MATTER HOW MANY SHARES YOU OWN, PLEASE SEND IN THE PROXY CARD[/VOTING INSTRUCTION FORM], OR VOTE BY TELEPHONE OR THE INTERNET TODAY.
  
Important Notice Regarding the Internet Availability of Proxy Materials for the Meeting.  This Notice and the joint proxy statement are available on the internet at https://vote.proxyonline.com/macquarie/docs/mtg2025.pdf. On this webpage, you will be able to access the Notice, the joint proxy statement, any accompanying materials and any amendments or supplements to the foregoing material that are required to be furnished to shareholders.  We encourage you to access and review all of the important information contained in the proxy materials before voting.
 
 
By Order of the Boards of Trustees of the Trusts
 
 
[Insert signature]
President and Chief Executive Officer of the Trusts
[Proxy Date]
 


JOINT PROXY STATEMENT

For the

MACQUARIE FUNDS
   
Delaware Group® Adviser Funds 
Delaware Group Tax-Free Fund 
Delaware Group Cash Reserve 
Delaware Pooled® Trust 
Delaware Group Equity Funds II 
Delaware VIP Trust
Delaware Group Equity Funds IV 
Ivy Funds
Delaware Group Equity Funds V 
Ivy Variable Insurance Portfolios
Delaware Group Global & International Funds 
Voyageur Insured Funds 
Delaware Group Government Fund 
Voyageur Mutual Funds 
Delaware Group Income Funds 
Voyageur Mutual Funds II 
Delaware Group Limited-Term Government Funds 
Voyageur Tax Free Funds 
Delaware Group State Tax-Free Income Trust 
 
   

100 Independence
610 Market Street
Philadelphia, PA 19106


JOINT PROXY STATEMENT
FOR THE JOINT SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 10, 2025

This joint proxy statement (“Joint Proxy Statement”) is being furnished to you in connection with the solicitation of proxies by the Boards of Trustees (each a “Board,” and collectively, the “Board” or the “Boards”) of the above-referenced registered investment companies (each individually, a “Trust,” and collectively, the “Trusts”) on behalf of each series of each Trust as set forth on Appendix A (each individually, a “Fund,” and collectively the “Funds”) for use at the joint special meeting of shareholders to be held via live webstream on September 10, 2025 at 2:00 p.m. ET (together with any adjournment, the “Meeting”).
This Joint Proxy Statement provides you with information you should review before voting on the matters listed in the Notice of the Joint Special Meeting of Shareholders. Much of the information in this Joint Proxy Statement is required under rules of the US Securities and Exchange Commission (“SEC”). If there is anything you do not understand, please contact us at our toll-free number (800) 659-6590 for the retail Funds and (800) 769-7666 for the variable insurance product funds. This Joint Proxy Statement, the Notice of Joint Special Meeting of Shareholders and related proxy card(s)[/voting instruction form(s)] will be mailed to shareholders of the Funds beginning on or about [Proxy Date], 2025.

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Proposal/Shareholders Entitled to Vote

The Meeting is being called to ask shareholders to consider and vote on the following proposal (the “Proposal”), which is described more fully below:

 
  
 
  
 
Shareholders
Entitled to Vote
 
Meeting Proposal
 
To approve a new investment advisory agreement for each Fund (the “New Investment Advisory Agreement Proposal”).
 
  
 
 
 
All shareholders of each Fund, voting separately
 
The Board has unanimously approved and recommends that you vote FOR the New Investment Advisory Agreement Proposal.

Shareholders of record of the Funds as of the close of business on [Record Date] (the “Record Date”) are entitled to attend and to vote at the Meeting.  As of the Record Date, the number of shares of each Fund outstanding and entitled to vote at the Meeting is set forth on Appendix A.  Each full share will be entitled to one vote at the Meeting and each fraction of a share will be entitled to the fraction of a vote equal to the proportion of a full share represented by the fractional share.

The Meeting will be conducted exclusively via live webstream. Instructions on how to vote whether you expect to attend the Meeting or not are provided under the section “VOTING PROCEDURES -How do I vote?” section of this Joint Proxy Statement.

TO ASSURE THE PRESENCE OF A QUORUM AT THE MEETING, PLEASE PROMPTLY EXECUTE AND RETURN THE ENCLOSED PROXY CARD(S)[/VOTING INSTRUCTION FORM(S)]. A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. ALTERNATIVELY, YOU MAY VOTE BY TELEPHONE OR THROUGH THE INTERNET AT THE NUMBER OR WEBSITE ADDRESS PRINTED ON THE ENCLOSED PROXY CARD[/VOTING INSTRUCTION FORM].
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IMPORTANT INFORMATION TO HELP YOU UNDERSTAND AND VOTE ON THE PROPOSAL
Below is a brief overview of the matters to be voted on at the Meeting. Your vote is important, no matter how large or small your holdings may be. Please read the full text of this Joint Proxy Statement, which contains additional information about the Proposal, and keep it for future reference.
OVERVIEW

What is the Transaction and why am I being asked to vote?

On April 21, 2025, Nomura Holding America Inc. (together with its parent company, Nomura Holdings, Inc., hereinafter referred to as “Nomura”) and Macquarie Group Limited (“Macquarie”) announced that they had entered into a definitive stock purchase agreement (the “Purchase Agreement”) pursuant to which Nomura agreed to acquire the equity interests of Macquarie’s US and European public investments business (collectively, the “MAM Business”), which includes Delaware Management Company, the Funds’ investment adviser (“DMC”), for approximately $1.8 billion, subject to certain adjustments (the “Transaction”).
Nomura is a global financial services group with an integrated global network. By connecting markets East and West, Nomura services the needs of individuals, institutions, corporations and governments through four business divisions: Wealth Management, Investment Management, Wholesale (Global Markets and Investment Banking) and Banking.  Founded in 1925, the firm is built on a tradition of disciplined entrepreneurship, serving clients with creative solutions and considered thought leadership. Nomura established its first US office in New York in 1927.
The Transaction is subject to customary closing conditions, including receipt of applicable regulatory approvals.  Subject to such approvals and the satisfaction of certain other conditions, the Transaction is expected to close (the “Closing”) on or about October 31, 2025 (the “Closing Date”). Due to the timing of regulatory and other required approvals, however, the sale of Macquarie’s US public investments business may close before the sale of Macquarie’s European public investments business that includes DMC’s affiliated sub-adviser, Macquarie Investment Management Austria Kapitalange AG (“MIMAK”) (“Split Closing”).1  References herein to the Closing shall include a Split Closing, as applicable. A Split Closing, if it occurs, will not affect the day-to-day management of the Funds.
Upon the Closing, each Fund’s investment advisory agreement and sub-advisory agreement(s), as applicable, will automatically terminate in accordance with their terms and applicable regulations. Pursuant to Section 15(a)(4) of the Investment Company Act of 1940, as amended (the “1940 Act”), any investment advisory agreement, including any sub-advisory agreement, on behalf of a registered investment company must terminate automatically upon its “assignment.” As used in the 1940 Act, the term “assignment” includes any transfer of a controlling interest in an investment adviser. Such a transfer is often referred to as a “Change of Control Event.” Consummation of the



1 DMC’s other affiliated European sub-adviser, Macquarie Investment Management Europe Limited (“MIMEL”), is not part of the sale.
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Transaction, which is set to occur on the Closing Date, whereby DMC will be acquired by Nomura will constitute a Change of Control Event for DMC, resulting in the automatic termination of the Funds’ existing investment advisory agreements with DMC (the “Current Investment Advisory Agreements”). The termination of the Current Investment Advisory Agreements will, in turn, result in the automatic termination of any existing sub-advisory agreement entered into by DMC with respect to the applicable Funds.  Section 15(a) of the 1940 Act also provides that “it shall be unlawful for any person to serve or act as an investment adviser of a registered investment company, except pursuant to a written contract, which contract . . . has been approved by the vote of a majority of the outstanding voting securities of such registered company,” as defined by the 1940 Act. Because it is proposed that DMC will continue to serve as the Funds’ investment adviser after the Closing, the proposed new investment advisory agreement must be approved by each Fund’s shareholders (each a “New Investment Advisory Agreement” and together, the “New Investment Advisory Agreements”).
As a result, in connection with the Transaction, it is proposed that Fund shareholders reapprove DMC as their investment adviser pursuant to the New Investment Advisory Agreements effective as of the Closing. Except for the effective date and two-year initial term, the terms of the New Investment Advisory Agreements will be identical to the Current Investment Advisory Agreements. In addition, under the New Investment Advisory Agreement, DMC will, among other things, continue to have the ability to hire and terminate sub-advisers under its manager-of-managers exemptive order without shareholder approval. As a result, the applicable new sub-advisory agreements (the “New Sub-Advisory Agreements”) needed to replace the Funds’ existing sub-advisory agreements that will be automatically terminated by the Change of Control Event for DMC will only need to be approved by each applicable Fund’s Board; no shareholder approval will be required.
How will I as a Fund shareholder be affected by the Transaction?

Your investment in a Fund will not change as a result of the Transaction. You will still own the same Fund shares and the underlying value of those shares will not change as a result of the Transaction. The Funds’ investment objectives, policies and strategies will not change. In addition, DMC will continue to serve as investment adviser to the Funds. The portfolio managers for your Fund(s), except for Macquarie Global Bond Fund, Macquarie High Income Fund, Macquarie VIP High Income Series, Macquarie Strategic Income Fund, and Macquarie Floating Rate Fund (the “US leveraged credit team Funds”), are expected to continue in those roles following Closing, albeit the MAM Business employees will become Nomura employees. For the US leveraged credit team Funds, certain investment professionals will remain Macquarie employees after the Closing and will no longer support these Funds. For Macquarie Floating Rate Fund, however, these Macquarie employees are expected to support the Fund through a new sub-advisory arrangement. In addition, certain other investment professionals who provide services related to the Funds’ use of the Macquarie global equity and global fixed income investments platforms and who are employees of a current Macquarie affiliated sub-adviser will remain Macquarie employees after the Closing and will no longer support the applicable Funds while others will ultimately continue to provide these same DMC’s investment services after the Closing as Nomura employees through participating affiliate arrangements. The anticipated sub-advisory changes are described in more detail below. There are not any plans to make significant changes to your Fund(s) as a result of this Transaction.

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If the Transaction is consummated, the name of your Fund(s) will change.  The reference to “Macquarie” in your Fund name will be replaced with “Nomura”. In addition, the Macquarie Funds will be rebranded as the Nomura Funds.

Is my Fund paying for the Transaction or this proxy solicitation?

No. The Funds will not bear any portion of the costs associated with the Transaction. All costs associated with this Joint Proxy Statement and the Meeting, including any such costs, fees and expenses in connection with the preparation, filing, printing and mailing of notices, proxy solicitation materials and other communication (including the costs, fees and expenses of any proxy solicitors) will be borne by Macquarie and Nomura.

Will the Transaction be completed if the Proposal is not approved?

Provided all other conditions of the Transaction are met as described herein, the Closing may take place even if shareholders of a Fund do not approve the Proposal.  If this should happen, the Board of such Fund would consider what additional actions to take, which could include continuing to solicit approval of the Proposal. In addition, the Board of each Fund approved interim investment advisory and sub-advisory agreements, as applicable, to permit continuity of management while solicitation continues.  The terms of the interim investment advisory and sub-advisory agreements are identical to those of the corresponding current investment advisory and sub-advisory agreements except for their date, duration and escrow provisions required by applicable law.

Will the Proposal be implemented if the Transaction is not consummated?

No.  If the Transaction is not consummated, the Proposal will not be implemented, even if the Proposal is approved by Fund shareholders.  This means that if the Transaction is not consummated, the New Investment Advisory Agreements will not take effect for any Fund.

Will the Proposal be implemented before the Closing of the Transaction?

No.  If approved by shareholders, the Proposal will be implemented as of the Closing of the Transaction.

How does the Board recommend that shareholders of each Fund vote on the Proposal?
The Board unanimously approved and recommends that you vote FOR the Proposal to approve the New Investment Advisory Agreements.
Why am I being asked to approve a New Investment Advisory Agreement?
Upon the Closing of the Transaction, each Fund’s Current Investment Advisory Agreement with DMC and its current investment sub-advisory agreements with its sub-adviser(s), as applicable, will automatically terminate in accordance with their terms and applicable regulations, as noted above. To preserve continuity of investment advisory services to your Fund, your Fund’s Board has recommended that you approve the proposed New Investment Advisory Agreement between your Fund(s) and DMC.
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DMC in turn has recommended, and the Board has approved, the reappointment of: (i) Securian Asset Management, Inc. (“Securian”) and Macquarie Investment Management Global Limited (“MIMGL”) as sub-advisers to the Funds that they currently sub-advise; and (ii) MIMAK and MIMEL as sub-advisers to the Funds that they currently sub-advise in the event of a Split Close.  The Board also approved the appointment of Macquarie Asset Management Credit Advisers US, LLC (“MAMCA”) as a new sub-adviser to the Macquarie Floating Rate Fund under the manager-of-managers exemptive order that the Funds and DMC have previously received. Under the Funds’ manager of managers exemptive relief, however, shareholder approval of these New Sub-Advisory Agreements is not required. In addition, the Board has approved the use of participating affiliate arrangements for certain non-US portfolio management personnel who currently provide services to some of the Funds through DMC’s current non-US asset management affiliates, MIMEL, MIMGL and MIMAK, and who are expected to continue to provide those services as Nomura employees after the Closing. The appointment or reappointment of a sub-adviser or the use of a participating affiliate arrangement is subject to shareholder approval of the Funds’ New Investment Advisory Agreements. These agreements and arrangements are described in more detail below.
A discussion of the proposed New Investment Advisory Agreements is contained in the New Investment Advisory Agreements Proposal section of the Proxy Statement, and the form of the proposed New Investment Advisory Agreement is attached hereto as Appendix B.
Will the contractual management fee rates increase for my Fund(s)?
No. The advisory fee schedule under each proposed New Investment Advisory Agreement with DMC is the same as the advisory fee schedule under each Current Investment Advisory Agreement with DMC.
Will the proposed New Investment Advisory Agreements result in any changes in the portfolio management, investment objective(s), or investment strategy of my Fund(s)?
No. The proposed New Investment Advisory Agreements will not result in any changes to any Fund’s investment objective(s) or investment strategy because of the Transaction. Further, the portfolio managers for each Fund are expected to continue in such roles upon the Closing, other than for the US leveraged credit team Funds. The investment personnel from the applicable sub-advisers that are currently sub-advising the Funds will also continue to provide investment services, whether through New Sub-Advisory Agreements or pursuant to a participating affiliate arrangement.  The applicable sub-adviser will also continue to manage its respective sleeves of the Funds pursuant to New Sub-Advisory Agreements with DMC that are substantially similar to those currently in place with DMC.
How do the proposed New Investment Advisory Agreements with DMC differ from the Current Investment Advisory Agreements with DMC?
As described in the New Investment Advisory Agreements Proposal section of the Proxy Statement, the proposed New Investment Advisory Agreements with DMC for the Funds is identical to the Funds’ Current Investment Advisory Agreements with DMC, except for its effective date and two-year initial term. The services that the Funds will receive under the New
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Investment Advisory Agreements are expected to be the same as those provided under the Current Investment Advisory Agreements. Please see the New Investment Advisory Agreements Proposal for a comparison of the proposed New Investment Advisory Agreements and the Current Investment Advisory Agreements.
What will happen if shareholders of my Fund(s) do not approve the proposed New Investment Advisory Agreement before consummation of the Transaction?
Your Fund’s portfolio managers will manage your Fund under an interim investment advisory agreement, but DMC must place its compensation for advisory services during this interim period in escrow, while shareholder approval of the Fund’s New Investment Advisory Agreement is pending. Additionally, each sub-adviser will continue to manage its respective sleeve of your Fund under an interim sub-advisory agreement. The interim advisory and sub-advisory agreements are identical to the current advisory and sub-advisory agreements, except for the date, term and escrow provisions required by applicable regulations. Pursuant to Rule 15a-4 under the 1940 Act, the duration of interim advisory and sub-advisory agreements may not exceed 150 days from the Closing Date. If the term of a Fund’s interim investment advisory and sub-advisory agreements expires before Fund shareholders approve a New Investment Advisory Agreement or such agreements are otherwise terminated, the Board will consider what further action is in the best interests of the Funds and their shareholders, including resubmitting the New Investment Advisory Agreements to shareholders for approval.

VOTING PROCEDURES
Why did you send me this booklet?
You are receiving this communication because you were a shareholder of one or more Funds as of the close of business on [RECORD DATE] (the “Record Date”).  This communication includes this Joint Proxy Statement. It provides you with information you should review before providing voting instructions on the Proposal.  The words “you” and “shareholder” are used in this Joint Proxy Statement to refer to the person or entity that has voting rights or is being asked to provide voting instructions in connection with the shares.

Who is asking for my vote?

The Board has sent a Joint Proxy Statement to you and all other shareholders of record who have a beneficial interest in a Fund as of the Record Date. The Board is soliciting your vote for the Proposal discussed herein.

Who is eligible to vote?

Shareholders holding an investment in shares of any of the Funds as of the close of business on the Record Date are eligible to vote. Shareholders of the Funds on the Record Date will be entitled to one vote for each share (and a proportional fractional vote for each fraction of a share held.)

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For Macquarie VIP Fund Shareholders Only. The Funds within Macquarie VIP Trust and Macquarie Variable Insurance Portfolios (each, a “Macquarie VIP Fund” and together, “Macquarie VIP Funds”) sell their shares only to the separate accounts of certain select insurance companies (“Participating Insurance Companies”) to fund certain variable life insurance policies and variable annuity contracts (“Policies”).  The shares of the Macquarie VIP Funds are currently sold only to variable life insurance separate accounts and variable annuity separate accounts (hereinafter collectively referred to as the “Variable Accounts”) as a funding vehicle for the Policies offered by the Variable Accounts of Participating Insurance Companies. Each of the Variable Accounts has a sub-account (“Sub-Account”), the assets of which are invested in shares of the Macquarie VIP Funds.

Owners of the Policies issued by each Participating Insurance Company (“Policyowners”) who select a portfolio for investment through a Variable Account have a beneficial interest in a Macquarie VIP Fund, but do not invest directly in or hold shares of a Macquarie VIP Fund. The Participating Insurance Company that uses a Macquarie VIP Fund as an investment option is, in most cases, the actual shareholder of the Macquarie VIP Fund and, as the legal owner of the Macquarie VIP Fund’s shares, has voting power with respect to the shares.  Each Participating Insurance company is the legal owner of all Macquarie VIP Fund shares held by the Variable Accounts of that Participating Insurance Company. In accordance with its view of applicable law, each Participating Insurance Company is soliciting voting instructions from its Policyowners with respect to all matters to be acted upon at the Meeting. The Policyowners permitted to give instructions for the Macquarie VIP Fund and the number of Fund shares for which instructions may be given will be determined as of the Record Date. The numbers of votes which a Policyowner has the right to instruct will be calculated separately for each Variable Account. That number will be determined by applying the Policyowner’s percentage interest, if any, in the Sub-Account holding shares of the Fund to the total number of votes attributable to that Sub-Account. All Macquarie VIP Fund shares held by the Variable Accounts of a Participating Insurance Company will be voted in accordance with voting instructions received from its Policyowners. Each Participating Insurance Company will vote Macquarie VIP Fund shares attributable to its Policies as to which no timely instructions are received, and any Macquarie VIP Fund shares held by that Participating Insurance Company as to which Policyowners have no beneficial interest, in proportion to the voting instructions, including withholds or abstentions, which are received with respect to its Policies participating in the Macquarie VIP Fund. The effect of such proportional voting is that a small number of Policyowners may determine the outcome of the vote.

For purposes of this Joint Proxy Statement, the terms “shareholder,” “you,” and “your” may refer to Policyowners and to Variable Accounts and Participating Insurance Companies, as direct owners of shares of the Macquarie VIP Funds, and any other direct shareholders of the Funds, unless the context otherwise requires.

How do I vote?

The Meeting will be conducted exclusively via live webstream. Any shareholder wishing to participate in the Meeting telephonically can do so. If you were a record holder of the Fund shares as of the Record Date, please email EQ, at attendameeting@equiniti.com no later than 1:00 p.m. ET on September 9, 2025 to register. Please include the Fund’s name(s) in the subject line and
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provide your name and address in the body of the e-mail. EQ will then e-mail you the conference call dial-in information and instructions for voting during the Meeting. If you held Fund shares through an intermediary, such as a broker-dealer, as of the Record Date, and you want to participate in the Meeting, please email EQ at attendameeting@equiniti.com no later than 1:00 p.m. ET on September 9, 2025 to register. Please include the Fund’s name(s) in the subject line and provide your name, address and proof of ownership as of the Record Date from your intermediary. Please be aware that if you wish to vote at the Meeting you must first obtain a legal proxy from your intermediary reflecting the Fund’s name(s), the number of Fund shares you held and your name and e-mail address. You may forward an e-mail from your intermediary containing the legal proxy or e-mail an image of the legal proxy to EQ at attendameeting@equiniti.com and put “Legal Proxy” in the subject line. EQ will then e-mail you the conference call dial-in information and instructions for voting during the Meeting.

The conference call dial-in number will only be active for the date and time of the Meeting. If you have any questions prior to the Meeting, please call EQ at the phone number provided above.

If you do not expect to be present at the Meeting via live webstream and wish to vote your shares, please vote your proxy in accordance with the instructions included on the enclosed proxy card(s)[/voting instruction form(s)]. If your proxy is properly returned, shares represented by it will be voted at the Meeting in accordance with your instructions for the Proposal. If your proxy is properly executed and returned and no choice is specified on the proxy card(s)[/voting instruction form(s)] with respect to the Proposal, the proxy will be voted FOR the approval of the Proposal and in accordance with the judgment of the person appointed as proxy upon any other matter that may properly come before the Meeting. Shareholders who execute proxies may revoke or change their proxy at any time prior to the time it is voted by delivering a written notice of revocation, by delivering a subsequently dated proxy by mail, telephone or the Internet or by attending the Meeting via webstream and voting at the Meeting. If you revoke a previous proxy, your vote will not be counted unless you attend the Meeting via live webstream and vote or legally appoint another proxy to vote on your behalf.

If you own your shares through a bank, broker-dealer or other third-party intermediary who holds your shares of record, and you wish to attend the Meeting via live webstream and vote your shares or revoke a previous proxy at the Meeting, you must request a legal proxy from such bank, broker-dealer or other third-party intermediary. If your proxy has not been revoked, the shares represented by the proxy will be cast at the Meeting and any adjournments thereof. Attendance by a shareholder at the Meeting via live webstream does not, in itself, revoke a proxy.

How can I obtain more information about the Funds?

You may speak to a representative of EQ, who can assist you with any questions, by calling (800) 659-6590 for the retail Funds and (800) 769-7666 for the variable insurance product funds.
For retail Macquarie Fund shareholders: Copies of each Fund’s Annual Report for the most recently completed fiscal year previously have been mailed or made available to shareholders. To receive a free copy of the annual or semiannual reports, write to us at P.O. Box 534437, Pittsburgh, PA 15253-4437 by regular mail or at Macquarie Funds Service Center, Attention: 534437, 500 Ross Street, 154-0520, Pittsburgh, PA 15262 by overnight courier service, or call toll-free 800
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523-1918. The Funds’ shareholder reports are available, free of charge, through the Funds’ website at macquarie.com/mam/literature. You may also obtain additional information about the Funds from your financial advisor.
For Macquarie VIP Fund shareholders only: To receive a free copy of the annual or semiannual report, write to us at 100 Independence, 610 Market Street, Philadelphia, PA 19106-2354, or call toll-free 800 523-1918. The shareholder reports are available, free of charge, through the Macquarie VIP Funds’ website at macquarie.com/mam/vip-literature. The insurance company that issued your contract may make the shareholder reports available to shareholders on the insurance company's website.
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PROPOSAL

TO APPROVE A NEW INVESTMENT ADVISORY AGREEMENT FOR EACH FUND
(“NEW INVESTMENT ADVISORY AGREEMENT PROPOSAL”)

Introduction

The Current Investment Advisory Agreement between each Trust, on behalf of its Fund(s), and DMC will automatically terminate upon the Closing of the Transaction. It is proposed that DMC will continue to serve as the investment adviser to the Funds after the Closing of the Transaction. To ensure that advisory services can continue uninterrupted following the termination of the Current Investment Advisory Agreements, the Board, including its current trustees who are not “interested persons” as defined in the 1940 Act (the “Independent Trustees”), has approved a proposed New Investment Advisory Agreement for each Fund, to become effective upon the Closing, subject to shareholder approval. If a Fund’s New Investment Advisory Agreement is approved by its shareholders, DMC will continue to manage the Fund effective upon the Closing. In the event shareholders of one or more Funds do not approve a New Investment Advisory Agreement by the Closing, DMC will serve as investment adviser of each such Fund pursuant to an interim investment advisory agreement but the advisory fees for its services during this interim period will be placed in escrow, while shareholder approval of the New Investment Advisory Agreement is pending. An interim investment advisory agreement will have substantially the same terms as the terms of the Current Investment Advisory Agreement, except for their date, duration and escrow provisions, which are required by the 1940 Act. Pursuant to Rule 15a-4 under the 1940 Act, the duration of interim advisory and sub-advisory agreements may not exceed 150 days from the Closing Date. If the Transaction is not consummated, the New Investment Advisory Agreement Proposal will not be implemented, even if approved by shareholders.

Pursuant to Section 15(a)(4) of the 1940 Act, any investment advisory agreement, including any sub-advisory agreement, on behalf of a registered investment company must terminate automatically upon its “assignment.” As used in the 1940 Act, the term “assignment” includes any transfer of a controlling interest in an investment adviser. Such a transfer is often referred to as a “Change of Control Event.” Consummation of the Transaction, which is set to occur on the Closing Date, whereby DMC will be acquired by Nomura, will constitute a Change of Control Event for DMC, resulting in the automatic termination of the Current Investment Advisory Agreements between DMC and the Trusts, on behalf of their Fund(s). Section 15(a) of the 1940 Act also provides that “it shall be unlawful for any person to serve or act as an investment adviser of a registered investment company, except pursuant to a written contract, which contract . . . has been approved by the vote of a majority of the outstanding voting securities of such registered company,” as defined by the 1940 Act. Because it is proposed that DMC will continue to serve as the Funds’ investment adviser after the Closing, each proposed New Investment Advisory Agreement must be approved by the applicable Fund’s shareholders. If the Transaction is not consummated, the New Investment Advisory Agreements Proposal will not be implemented, even if approved by shareholders.

DMC and the Trusts are unaware of any Trustee having any material interest, direct or indirect, in the Transaction, except that Shawn Lytle, who is an interested Trustee, President and Chief
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Executive Officer of the Trusts, is deemed to have such an interest because of his positions at DMC and its affiliates.

Section 15(f) of the 1940 Act

Nomura has made certain covenants in connection with the Transaction regarding compliance with Section 15(f) of the 1940 Act, which, in pertinent part, provides a safe harbor for the receipt by an investment adviser or any of its affiliated persons of any amount or benefit in connection with certain transactions, such as the Transaction, involving an assignment of an investment management services agreement as long as two conditions are satisfied. The first condition requires that no “unfair burden” be imposed on the investment company or companies as a result of the Transaction, or as a result of any express or implied terms, conditions or understandings applicable to the Transaction. The term “unfair burden,” as defined in the 1940 Act, includes any arrangement during the two-year period after the change in control whereby the investment adviser (or predecessor or successor investment adviser), or any interested person of any such investment adviser, receives or is entitled to receive any compensation, directly or indirectly, from such investment company or its security holders (other than fees for bona fide investment advisory or other services) or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of such investment company (other than bona fide ordinary fees for principal underwriting services). No such compensation arrangements are contemplated by the Transaction. Nomura has agreed to refrain from imposing or seeking to impose, for a period of two years after the Closing of the Transaction, any “unfair burden” on the Funds.

The second condition requires that, during the three-year period immediately following the Closing of such Transaction, at least 75% of an investment company’s board of directors or trustees not be “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of the investment adviser or predecessor investment adviser. The Board of Trustees of each Fund currently satisfies such 75% requirement. Nomura has agreed with DMC to use its commercially reasonable efforts to ensure continued satisfaction of the 75% requirement for the three-year period following the Closing.

The Current Investment Advisory Agreements

DMC serves as the investment adviser to the Funds and is an SEC registered investment adviser. As of [June 30], 2025, DMC had approximately $[xxx] billion in total assets under management. DMC’s principal office is located at 100 Independence, 610 Market Street, Philadelphia, PA  19106. DMC provides investment management services to the Funds under the Current Investment Advisory Agreements. At a meeting held on August 13-15, 2024, the Board, including all of its Independent Trustees, approved the renewal of the Current Investment Advisory Agreements for the current one-year period.

The Proposed New Investment Advisory Agreements

It is proposed that DMC continue to provide investment management services to the Funds pursuant to the proposed New Investment Advisory Agreements. The terms of the proposed New Investment Advisory Agreements and the Current Investment Advisory Agreements (collectively, the “Advisory Agreements”) are identical other than their effective date and duration. The
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proposed New Investment Advisory Agreements do not change any Fund’s contractual advisory fee rate. The comparison below is qualified in its entirety by the Current Investment Advisory Agreements and the form of New Investment Advisory Agreement in Appendix B, which other than noted above, is identical to the Current Advisory Agreements. Key provisions of the Current and proposed New Investment Advisory Agreements are described below:

Fees. There would be no change in the fee schedule used to determine the gross investment advisory fees payable to DMC under the proposed New Investment Advisory Agreements. Appendix A discloses the rate of compensation of DMC under the Current and proposed New Investment Advisory Agreements. Under the Advisory Agreements, DMC’s advisory fees are computed each day based on the average daily net asset value for each Fund at the annual rate listed in the Advisory Agreements and paid to DMC monthly as outlined in Appendix A.

Investment Advisory Services. The proposed New Investment Advisory Agreements require DMC to provide the same services to the Funds as it does under the Current Investment Advisory Agreements. The Advisory Agreements provide that DMC agrees to manage the investment and reinvestment of each Fund’s assets and to administer its affairs, subject to the direction of the Board and officers of the Funds and consistent with the provisions of each Trust’s Agreement and Declaration of Trust and the investment policies adopted and declared by the Board.

Sub-advisers. The Advisory Agreements provide that DMC may, at its expense, select and contract with one or more sub-advisers registered under the Investment Advisers Act of 1940, as amended to perform some of the services for the Funds for which DMC is responsible or as DMC may otherwise determine to be necessary or appropriate to seek to implement a Fund’s investment objectives, policies, and restrictions as provided in its currently in effect Prospectus and Statement of Additional Information, and such other limitations as the Fund may impose by notice in writing to the sub-adviser. The sub-advisers are subject to the supervision and control of DMC and approval of the Board, including a majority of the Independent Trustees, and the approval of the applicable Fund’s shareholders, if required,2 and must act in accordance with applicable laws and regulations in force from time to time. DMC will compensate any sub-adviser for its services to a Fund. DMC will evaluate and select the sub-adviser(s) and will make recommendations to the Board about the hiring, termination and replacement of a sub-adviser and will oversee, monitor and review the sub-adviser(s) and their performance. DMC may also terminate the services of any sub-adviser at any time. Notwithstanding any delegation under the Advisory Agreements, DMC will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any sub-adviser and will supervise each sub-adviser in its duties for the applicable Fund.

Best Execution. Under the Advisory Agreements, DMC’s placement of orders for the purchase and sale of portfolio securities and other instruments with brokers or dealers is subject to DMC’s seeking best execution of a Fund’s portfolio transactions.

Soft Dollars. Under the Advisory Agreements, DMC may cause a Fund to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have



2 Generally, shareholder approval of sub-advisory agreements will not be required due to the manager-of-managers exemptive relief the Funds and DMC have previously received.
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charged for effecting that transaction, in such instances where DMC has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or DMC’s overall responsibilities with respect to a Trust and to other clients for which they exercise investment discretion.

Other Business. The Advisory Agreements provide that the services of DMC are not exclusive to the Funds and that DMC and its affiliates may render services to others.

Payment of Expenses. The Advisory Agreements have provisions addressing allocation of expenses; the Advisory Agreements provide that each Fund is responsible for its own expenses and provide specific examples of such expenses.

Fund Administration Services. DMC and Nomura have advised the Board that they anticipate and intend that the nature and level of administrative services provided to the Funds under their Current Investment Advisory Agreements, in combination with any administrative services agreements, will not be diminished because of the Transaction or the implementation of the New Investment Advisory Agreements. In addition, any fees for administrative services, whether payable under a Current Investment Advisory Agreement or a separate administrative agreement, will not increase as a direct result of the Transaction or a New Investment Advisory Agreement.

Indemnification/limitation on liability. The provisions governing indemnification and limitation of liability in the Advisory Agreements are the same. Except as may otherwise be provided by the 1940 Act, in the absence of willful misfeasance, bad faith, gross negligence, or a reckless disregard of the performance of its duties to the Trust, DMC shall not be subject to liability to a Trust or to any shareholder of the 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.

Term and Continuance. If approved by shareholders of a Fund, its proposed New Investment Advisory Agreement will continue in effect for an initial period of two years from the date of implementation, whereas the Current Investment Advisory Agreement has a one-year term. The Advisory Agreements have the same provisions for renewal and may be renewed provided that renewal and continuance are specifically approved at least annually in accordance with the 1940 Act.

Termination. The Advisory Agreements have the same termination provisions, providing that an Advisory Agreement may be terminated at any time, without the payment of any penalty, by a Fund upon giving sixty (60) days’ written notice, provided that the termination is directed or approved by the vote of a majority of the Board or by the vote of a majority of the outstanding voting securities of a Fund. The Advisory Agreements further provide that DMC may terminate an Advisory Agreement with respect to each Fund at any time, without the payment of any penalty, on sixty (60) days’ written notice to the Trust.

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Assignment. As required by the 1940 Act, each of the Current Investment Advisory Agreements and proposed New Investment Advisory Agreements will immediately terminate in the event of their “assignment” (as defined in the 1940 Act).

Additional Information. The Current Investment Advisory Agreements were last approved for continuance by the Board at a meeting held on August 13-15, 2024. The Current Investment Advisory Agreements were last approved by the shareholders of each of the Funds on November 12, 2009, due to a change of control of DMC. A discussion of the basis for the Board’s approval of the Current Investment Advisory Agreements is available in the Funds’ shareholder report for the period in which the renewals were approved.

Portfolio Management Continuity at Closing

Following the Transaction, DMC will continue to oversee the activities of the Funds’ investment teams. The investment teams will also include investment personnel from the sub-advisers that are currently sub-advising the Funds, whether through New Sub-Advisory Agreements or pursuant to a participating affiliate arrangement with the current sub-adviser or new Nomura affiliates, as applicable (as described further below). The DMC employees who provide operational support to the Funds and the DMC investment professionals who currently manage the Funds are expected to continue to manage the Funds after the Closing.3 There may be certain portfolio management changes made in the ordinary course of business prior to or after the Closing Date.

Sub-Advisory/Portfolio Management Arrangements

Many of the Funds currently use sub-advisers to manage all or a sleeve of such Funds. The current sub-advisory agreements for the existing sub-adviser(s) will also terminate upon the Closing under applicable regulations. As a result, at its June 18, 2025 in-person special meeting (the “June 2025 Meeting”), the Board, including its Independent Trustees, considered and unanimously approved New Sub-Advisory Agreements between DMC and certain sub-adviser(s) who will continue to provide sub-advisory services to the Funds as noted below after the Closing or Split Closing, as applicable, all contingent upon shareholder approval of the proposed New Investment Advisory Agreements.  For certain Funds that use MIMAK and/or MIMEL as sub-advisers, the New Sub-Advisory Agreements for MIMAK and MIMEL will only be used in the event of, and until the completion of, a Split Closing. Shareholder approval is not required for the New Sub-Advisory Agreements under the manager of managers exemptive relief that the Funds and DMC have previously received.

The Board also approved DMC’s use of participating affiliate arrangements with MIMAK and certain non-US Nomura asset management entities to maintain continuity of portfolio management services for certain Funds. Under these arrangements, some non-US portfolio managers and certain other personnel who currently provide investment services to the Funds through a current non-US Macquarie asset manager (i.e., MIMAK, MIMGL and MIMEL) and who will become employees of non-US Nomura asset management entities after the Closing or Split Closing, as applicable, will be able to continue to provide those investment services after such closing as “associated persons” of DMC under its compliance oversight.  These arrangements are contingent upon shareholder


3 See "How will I as a Fund shareholder be affected by the Transaction" above and "Sub-Advisory/Portfolio Management Arrangements" immediately below for more information about existing and proposed new sub-advisers.
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approval of the proposed New Investment Advisory Agreements. The participating affiliate arrangements, however, do not require shareholder approval.

The New Sub-Advisory Agreements are substantially similar to the Funds’ current sub-advisory agreements. If shareholders of a Fund do not approve the New Investment Advisory Agreement Proposal prior to the Closing, the sub-adviser(s) will provide sub-advisory services to such Fund under interim sub-advisory agreements approved by the Board to permit continuity of management while solicitation of votes under this Joint Proxy Statement continues. Except for a new sub-advisory agreement for Macquarie Floating Rate Fund, the terms of the interim sub-advisory agreements are identical to those of the current agreements except for the effective date, duration and escrow provisions, which are required by the 1940 Act. Pursuant to Rule 15a-4 under the 1940 Act, the duration of interim sub-advisory agreements may not exceed 150 days from the Closing Date. There may be certain sub-advisory changes made in the ordinary course of business prior to or after the Closing Date, including the addition of new sub-advisers. Notifications about any applicable sub-advisory changes will take place in accordance with the Funds’ and DMC’s manager of managers exemptive relief.

If Fund shareholders approve the New Investment Advisory Agreements and after the Closing and/or Split Closing, the following current affiliated and unaffiliated sub-advisers will provide sub-advisory services to the following Funds:

Currently Unaffiliated Sub-Adviser:

Securian Asset Management will continue to provide sub-advisory services to the Macquarie VIP Pathfinder Moderate – Managed Volatility Series, Macquarie VIP Pathfinder Moderately Aggressive – Managed Volatility Series and Macquarie VIP Pathfinder Moderately Conservative – Managed Volatility Series

Currently Affiliated Sub-Adviser:4

MIMGL will continue to provide sub-advisory services to the Macquarie Growth and Income Fund, Macquarie Wealth Builder Fund, Macquarie Global Listed Real Assets Fund, Macquarie VIP Growth and Income Series, Macquarie VIP Total Return Series, Macquarie Asset Strategy Fund and Macquarie Systematic Emerging Markets Equity Fund.

MIMGL will become a sub-adviser to the Macquarie Balanced Fund, Macquarie VIP Asset Strategy Series, and Macquarie VIP Balanced Series.

Additionally, if Fund shareholders approve the New Investment Advisory Agreements and after the Closing and/or Split Closing, the following new sub-adviser will provide sub-services to the following Fund:

New Sub-Adviser:

MAMCA will provide sub-advisory services with respect to bank loan investments to the Macquarie Floating Rate Fund.

Additional Information About DMC


4 In the event of a Split Closing, MIMEL will continue to provide subadvisory services to the Funds it currently subadvises, but will become a subadviser to Macquarie Global Listed Real Assets Fund, Macquarie VIP Total Return Series, Macquarie Global Allocation Fund and Macquarie Real Estate Securities Fund.

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The name and principal occupation of each executive officer of DMC is listed below. The address of each officer is 100 Independence, 610 Market Street, Philadelphia, PA 19106.

Officer
Position
Shawn K. Lytle
President/Executive Director
Michael F. Capuzzi
Senior Vice President/US Chief Operating Officer/Division Director
Richard Salus
Senior Vice President/Global Head of Fund Services/Division Director
David F. Connor
Senior Vice President/General Counsel
Marty Wolin
Senior Vice President/Chief Compliance Officer

Board Considerations in Approving the Proposed New Investment Advisory Agreements

[At its June 2025 Meeting, the Board, including its Independent Trustees, considered and unanimously approved the proposed New Investment Advisory Agreements between the Trusts, on behalf of each of their Funds, and DMC, a form of which is shown in Appendix B.  The Board also approved the New Sub-Advisory Agreements for the Funds, as applicable, that will become effective after the Closing or Split Closing, as applicable. In addition, the Board approved interim advisory and interim sub-advisory agreements (together the “Interim Advisory Agreements” and together with the New Investment Advisory Agreements and New Sub-Advisory Agreements, the “Proposed Advisory Agreements”). The Interim Advisory Agreements will take effect in the event that shareholders did not approve of one or more of the New Investment Advisory Agreements by the time of the Closing. The Board also determined to recommend that Fund shareholders approve the proposed New Investment Advisory Agreements. As part of their evaluation, the Board’s Independent Trustees reviewed material supporting the approval of the Proposed Advisory Agreements in executive sessions with its independent legal counsel both with and without representatives of management. Such material included responses provided by DMC and Nomura to an extensive initial questionnaire and a subsequent memorandum with questions relating to the Transaction and  the impact on the Funds, as well as governance, compliance, investment and operational matters.

Background for the Board Approvals. At the June 2025 Meeting, representatives of DMC met with the Board to discuss the Transaction. The Independent Trustees were advised that the Transaction, if completed, would constitute a Change of Control Event and result in the termination of the Current Investment Advisory Agreements. The Independent Trustees were also advised that it was proposed that DMC would continue to serve as the investment adviser to each Fund after the Closing and that the Board would be asked to consider approval of the terms and conditions of the proposed New Investment Advisory Agreements with DMC and thereafter to submit the proposed New Investment Advisory Agreements to the Funds’ shareholders for approval.

At the June 2025 Meeting, the Board, including a majority of the Independent Trustees, reviewed and approved the Proposed Advisory Agreements, including the New Investment Advisory Agreements, which are still subject to shareholder approval. The Board considered the information provided to it about the Funds together and with respect to each Fund separately as the Board deemed appropriate.

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The Board, together with independent legal counsel to the Independent Trustees and Fund counsel, met with representatives of DMC and Nomura to discuss the Transaction. In addition, management of DMC and certain Independent Trustees met in person or virtually on several other occasions preceding the June 2025 Meeting. At these meetings, the Transaction and future plans for DMC and the Funds were discussed at length. Finally, the Independent Trustees consulted with their independent legal counsel in executive sessions during the time period covered by the negotiation of the Transaction and discussed, among other things, the legal standards applicable to their review of the Proposed Advisory Agreements and certain other contracts and considerations relevant to their deliberations on whether to approve the Proposed Advisory Agreements.

At the in-person and virtual meetings with DMC management and with key Nomura representatives, the Trustees discussed the Transaction. The meetings included discussions of the strategic rationale for the Transaction and Nomura’s general plans and intentions regarding the Funds and DMC. On these occasions, representatives of DMC and Nomura made presentations to, and responded to questions from, the Trustees. The Board also inquired about the plans for, and anticipated roles and responsibilities of, key employees and officers of DMC in connection with the Transaction, and Nomura’s role with respect to DMC Management.

In connection with the Trustees’ review of the Proposed Advisory Agreements, DMC and/or Nomura emphasized that:


They expected that there will be no adverse changes as a result of the Transaction in the nature, quality, or extent of services currently provided to the Funds and their shareholders, including investment management, distribution, or other shareholder services;


No material changes in personnel or operations are currently contemplated in the operation of DMC under Nomura as a result of the Transaction (with the exception of the US leveraged credit team, as indicated below);


Nomura has no present intention to cause DMC to alter the contractual expense limitations and reimbursements currently in effect for the Funds; and


Under the Purchase Agreement, Nomura has agreed to, and to cause its affiliates to, use commercially reasonable efforts after Closing to conduct their respective businesses in compliance with the conditions of Section 15(f) of the 1940 Act with respect to the Funds, including maintaining Board composition of at least 75% of the Board members qualifying as Independent Trustees and not imposing any “unfair burden” on the Funds for at least two years from the Closing.

The Board considered that management proposed that the Board approve the Proposed Advisory Agreements because, upon the Closing, the Current Investment Advisory Agreements and the current sub-advisory agreements (the “Current Sub-Advisory Agreements”) would automatically terminate in accordance with their terms and applicable regulations. The Board further considered that management proposed that the Board approve the Interim Advisory Agreements so that, if the Transaction closes before a Fund receives the requisite shareholder approval of its New Investment Advisory Agreement, an Interim Advisory Agreement would
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permit continuity of the management of the Fund while it continued to solicit the requisite shareholder approval of the New Investment Advisory Agreement. The Board reviewed and also considered the forms of the Proposed Advisory Agreements, noting that the terms and conditions of each such agreement were substantially identical to the terms and conditions of the Current Investment Advisory Agreements or Current Sub-Advisory Agreements, except for the effective dates, duration and, with respect to the Interim Advisory Agreements, escrow provisions required by applicable law. The Board also considered the impact of a possible Split Closing and DMC’s representation that, if it occurs, it would not affect the day-to-day management of the applicable Funds. The Board noted that the New Investment Advisory Agreements would have an initial two-year term and that the Interim Advisory Agreements would be effective on an interim basis, as necessary upon the Closing, from its effective date until the earlier of (i) 150 calendar days from the effective date or such later date as may be consistent with the 1940 Act, rules and regulations thereunder or exemptive relief or interpretative position of the staff of the SEC; or (ii) the effective date of the applicable New Investment Advisory Agreement (“Interim Period”). The Board further noted management’s representation that the approval of the Proposed Advisory Agreements would not result in any changes to the Funds’ investment objectives or strategies. The Board considered DMC’s and Nomura’s representations that there are no planned or anticipated material personnel changes as a result of the Transaction, with the exception of the US leveraged credit team where certain team members are expected to remain with Macquarie. The Board further considered DMC’s representation that the US leveraged credit team Funds will all be managed with the same investment objective and in the same style post-closing and DMC representing that it believes that there will be no reduction in the quality of advisory services to those Funds. Otherwise, the portfolio managers responsible for the day-to-day management of the Funds are expected to continue to manage the Funds and certain sub-adviser(s) are expected to continue to manage their respective sleeves of the Funds pursuant to New Sub-Advisory Agreements that would be substantially similar to the Current Sub-Advisory Agreements. The Board also noted management’s representation that the New Sub-Advisory Agreements would not require shareholder approval, and that management proposed that the Board approve the New Sub-Advisory Agreements pursuant to the Funds’ manager of managers exemptive relief. In addition, the Board also considered that, in connection with the Transaction, certain investment professionals at Macquarie-affiliated sub-advisers would be employed by Nomura advisory affiliates in the United Kingdom and Australia and would continue to manage the Funds they currently manage under participating affiliate arrangements.

Nature, Extent, and Quality of Service. The Trustees considered the services historically provided by DMC to the Funds and their shareholders. In reviewing the nature, extent, and quality of services, the Boards considered that the New Investment Advisory Agreements and New Sub-Advisory Agreements will be substantially similar to the Current Investment Advisory Agreements and Current Sub-Advisory Agreements, respectively, and they therefore considered the many reports furnished to them throughout 2024 and 2025 at regular Board meetings covering matters such as the relative performance of the Funds; the compliance of portfolio managers with the investment policies, strategies, and restrictions for the Funds; the compliance of management personnel with the Code of Ethics adopted throughout the Macquarie Funds complex; and the adherence to fair value pricing procedures as established by the Board. Further, and consistent with its continued oversight of these matters, the Board discussed with DMC and Nomura the impact of the Transaction on the remediation efforts and actions and specific initiatives being undertaken
19


to enhance DMC’s compliance, risk, operational and portfolio management functions arising out of DMC’s previously announced settlement agreement with the U.S. Securities and Exchange Commission in September 2024.  The Board relied on commitments by DMC and Nomura that these remediation efforts and actions and specific initiatives would not be negatively affected by the Transaction and would continue through and following Closing.

The Board also considered the transfer agent and shareholder services that would continue to be provided to Fund shareholders by DMC’s affiliate, Delaware Investments Fund Services Company (“DIFSC”). The Board routinely reviews DIFSC’s performance.

Nomura and DMC indicated that they currently expected no material changes as a result of the Transaction in (i) personnel or operations of DMC (with the exception of the US leveraged credit team, as indicated above) or (ii) third parties providing operational services to the Funds, and stated that the nature, extent, and quality of services currently provided to the Funds and their shareholders were very likely to continue under the New Investment Advisory Agreements and New Sub-Advisory Agreements. The Board also considered that management of Nomura and Macquarie represented that there would  not be any “unfair burden”  imposed on any of the Funds for the first two years following the Closing as a result of the Transaction in accordance with Section 15(f) of the Investment Company Act of 1940, and that they did not expect the Transaction to result in any adverse changes in the nature, quality, or extent of services (including investment management, distribution, or other shareholder services) currently provided to the Funds and their shareholders. The Board noted, among other things, the contractual expense limitations or reimbursements currently in effect for certain Funds and Nomura’s acknowledgment of Macquarie’s intention to continue to comply with an expense limitation policy related to contractual fee waivers for certain Funds.

Investment Performance. The Board considered the overall investment performance of DMC and the Funds. The Board placed significant emphasis on the investment performance of the Funds in view of its importance to shareholders. The Board gave appropriate consideration to performance reports and discussions with portfolio managers at Board meetings throughout the year and considered its review of investment performance in connection with the approval of the Current Investment Advisory Agreements at the Board meeting held in August 2024.

The Board also considered DMC’s representations that neither the Transaction, the New Investment Advisory Agreements nor the New Sub-Advisory Agreements would likely have an adverse effect on the investment performance of any Fund because (i) DMC and Nomura did not currently expect the Transaction to cause any material change to the Funds’ portfolio management teams responsible for investment performance (with the exception of the US leveraged credit team), (ii) as discussed in more detail below, the Funds’ expenses were not expected to increase as a result of the Transaction, (iii) the Funds would not bear any Transaction-related expenses, and (iv) as indicated by Nomura and Macquarie, there was not expected to be any “unfair burden” imposed on the Funds as a result of the Transaction.

20


Comparative Expenses. At its August 2024 meeting, the Board evaluated expense comparison data for the Funds. At that meeting, DMC provided the Board with information on pricing levels and fee structures for the Funds and comparative funds. The Board focused on the comparative analysis of the effective management fees and total expense ratios of each Fund versus the effective management fees and expense ratios of a group of funds selected by Broadridge as being similar to each Fund (the “Expense Group”). The Board placed significant emphasis on the Funds’ expenses in view of their importance to shareholders. The Board gave appropriate consideration to expense reports and discussions with DMC at Board meetings throughout the year and considered its prior review of expenses in connection with the approval of the Current Investment Advisory Agreements at the Board meeting held in August 2024.

The Board considered the representations of DMC and Nomura that neither the Transaction, the New Investment Advisory Agreements nor New Sub-Advisory Agreements would likely have an adverse effect on the Funds’ expenses because (i) each Fund’s contractual fee rates under the New Investment Advisory Agreements would remain the same, (ii) DMC had no current intention to change the  existing contractual expense limitations and reimbursement policy as a result of the Transaction, (iii) under the Purchase Agreement, Macquarie and Nomura would pay all reasonable costs related to the related proxy solicitation, and (iv) Nomura and Macquarie represented that, consistent with Section 15(f) of the 1940 Act, no “unfair burden” would be imposed on the Funds for the first two years after the Closing.

Management Profitability. At its August 2024 meeting, the Board evaluated DMC’s profitability in connection with the operation of the Funds. The Board had previously considered DMC’s profitability in connection with the operation of the Funds at its August 2024 meeting. At that meeting, the Board reviewed an analysis that addressed the overall profitability of DMC’s business in providing management and other services to each of the Funds and the complex as a whole. Specific attention was given to the methodology followed in allocating costs for the purpose of determining profitability. At that meeting, the Board determined that the management fees charged under the Current Investment Advisory Agreements were reasonable in light of the services rendered and the level of profitability of DMC. Nomura advised the Board in June 2025 that it anticipated that management profitability would remain substantially the same following the Closing, noting that services and costs are expected to be the same.

The Board also requested and reviewed financial statements provided by Nomura for Nomura Holdings Inc., the parent of Nomura, for the purpose of evaluating Nomura’s ability to financially support DMC’s advisory business after the Closing and to seek to ensure that DMC can continue to provide services of a similar nature, extent, and quality to the Funds following the Closing as it has under the Current Investment Advisory Agreements.

Based on information provided by DMC and Nomura, the Board considered their representations that DMC would have sufficient financial resources following the Transaction to continue to provide the same level and quality of services to the Funds under the New Investment Advisory Agreements as is the case under the Current Investment Advisory Agreements. The Board also considered Nomura’s representation that it had sufficient financial strength and resources, as well as an ongoing commitment to a global asset management business, to continue investing in DMC to the extent that Nomura determined it was appropriate.

21


Economies of Scale. The Board considered whether economies of scale would be realized by DMC as each Fund’s assets increase and the extent to which any economies of scale would be reflected in the management fees charged. The Board took into account DMC’s practice of maintaining the competitive nature of management fees based on its analysis of fees charged by comparable funds. The Board also acknowledged Nomura’s statement that the Transaction would not by itself immediately provide additional economies of scale given Nomura’s limited presence in the US mutual fund market. Nonetheless, the Board considered that additional economies of scale could potentially be achieved in the future if DMC were owned by Nomura as a result of Nomura’s willingness to invest additional amounts in DMC if appropriate opportunities arise. The Board further considered that potential economies of scale could be achieved as a result of DMC’s potentially expanded distribution capabilities arising from the Transaction, as well as opportunities that might arise from Nomura’s commitment to its global asset management business.

Fall-Out Benefits. The Board acknowledged that DMC would continue to benefit from soft dollar arrangements using portfolio brokerage of each Fund that invests in equity securities. The Board also considered that Nomura and DMC may derive reputational, strategic, and other benefits from their association with the Funds, including, for Nomura and DMC, service relationships with DMC, DIFSC, and Delaware Distributors, L.P., and evaluated the extent to which DMC might derive ancillary benefits from Fund operations, including the potential for procuring additional business as a result of the prestige and visibility associated with its role as service provider to the Funds and the potential benefits from allocation of Fund brokerage to improve trading efficiencies.

The Purchase Agreement. The Board considered the terms of the Purchase Agreement, including those related to Section 15(f) of the 1940 Act and that Macquarie and Nomura will bear the expenses related to the Funds’ proxy solicitation. At the meeting, the Board discussed the conditions to the Closing, including the requirements for obtaining consents to the change in control from DMC’s advisory clients, such as the Funds.

Board Review of Nomura. The Board reviewed detailed information supplied by Nomura about its operations. As previously noted, to consider DMC’s ability to continue to provide the same level and quality of services to the Funds, the Board requested, received and reviewed information from Nomura concerning its financial condition to demonstrate its ability support DMC’s advisory business after the Closing. Based on this review, the Board considered that DMC would continue to have the financial ability to maintain the high quality of services required by the Funds.

Nomura described its proposed changes to DMC’s corporate governance, primarily through the anticipated addition of certain Nomura officers to DMC’s parent company. The Board considered Nomura’s statement that it plans to retain the pre-closing organizational and operating structure with respect to the Funds post-Closing as much as possible. Nomura described the proposed harmonization of the compensation system in use at DMC with the compensation plan used by Nomura, including short-term and long-term incentive compensation and equity interests for executive officers and investment personnel.

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The Board also considered Nomura’s current strategic plans to increase its asset management activities, one of its core businesses, particularly in North America, and its statement that its acquisition of DMC is an important component of this strategic growth and the establishment of a significant presence in the United States. In addition, the Board considered Nomura’s representation that the acquisition of DMC could potentially enhance the nature, quality, and extent of services provided to the Funds and their shareholders.

The Board noted that DMC has placed brokerage transactions with a broker/ dealer affiliate of Nomura and received research in connection with those transactions. In addition, certain other Nomura affiliates participate as underwriters for securities offerings outside of the United States.

Conclusion. The Independent Trustees of each Trust deliberated in executive session; the entire Board of each Fund, including the Independent Trustees, then approved the Proposed Advisory Agreements. The Board concluded that the advisory fee rates under each New Investment Advisory Agreement are reasonable in relation to the services provided and that execution of the New Investment Advisory Agreements is in the best interests of the shareholders. For each Fund, the Board noted that they had concluded in their most recent advisory agreement continuance considerations in August 2024 that the management fees and total expense ratios were at acceptable levels in light of the quality of services provided to the Funds and in comparison to those of the Funds’ respective peer groups; that the advisory fee schedule would not be increased and would stay the same for all of the Funds; that the total expense ratio had not changed materially since that determination; and that DMC had represented that the overall expenses for each Fund were not expected to be adversely affected by the Transaction. The Board also noted, with respect to the Funds that currently had the benefit of contractual fee limitations, that Nomura indicated it will maintain the Funds’ existing contractual expense limitations and/or advisory fee waivers post-Closing through the stated end date for such expense limitation and fee waiver. Nomura further indicated it has no current plans to increase advisory, administration, distribution, transfer agency, or other fees of the Funds following the Transaction. The Board noted Nomura’s acknowledgment of Macquarie’s intention to continue to comply with an expense limitation policy related to contractual fee waivers for certain Funds. On that basis, the Board concluded that each of the total expense ratio and proposed advisory fee for the Funds anticipated to result from the Transaction was acceptable.

In reaching its determination regarding the approval of the Proposed Advisory Agreements, the Board, including all of the Independent Trustees, considered the factors, conclusions and information they believed relevant in the exercise of their reasonable judgment, including, but not limited to, the factors, conclusions and information discussed above.

Further, in their deliberations, the Board members did not identify any particular factor (or conclusion with respect thereto) or information that was all important or controlling, and each Board member may have attributed different weights to the various factors (and conclusions with respect thereto) and information.]


Required Vote
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Approval of the New Investment Advisory Agreement Proposal requires the vote of a “1940 Act majority” of the outstanding voting securities of each Fund. For these purposes and as used herein, a “1940 Act Majority” is the vote of (1) 67% or more of the voting securities of a Fund entitled to vote on the Proposal that are present at the Meeting, if the holders of more than 50% of the outstanding shares are present or represented by proxy, or (2) more than 50% of the outstanding voting securities entitled to vote on the Proposal, whichever is less. Shareholders of each Fund will vote separately on the Proposal, and all shareholders of all classes of shares of a Fund will vote together as a single class on the Proposal. The approval of the proposed New Investment Advisory Agreement with respect to any one Fund is not contingent upon the approval by any other Fund. If the New Investment Advisory Agreement for a Fund is approved by shareholders, DMC will continue to manage the Fund effective upon the Closing. In the event shareholders of a Fund do not approve its New Investment Advisory Agreement by the Closing, DMC will serve as investment adviser of that Fund pursuant to an Interim Advisory Agreement but its compensation during this Interim Period will be held in escrow, while shareholder approval of the New Investment Advisory Agreement is pending. If the Transaction is not consummated, the New Investment Advisory Agreement Proposal will not be implemented, even if approved by shareholders.

THE BOARD, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF EACH FUND VOTE FOR THE NEW INVESTMENT ADVISORY AGREEMENT PROPOSAL.
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OTHER BUSINESS
The Board does not intend to present any other business at the Meeting. If, however, any other matters are properly brought before the Meeting, the persons named in the accompanying form of proxy card[/voting instruction form] will vote thereon in accordance with their judgment.
The Trusts are generally not required to hold annual meetings of shareholders, and the Trusts currently do not intend to hold such meetings unless certain specified shareholder actions are required to be taken under the 1940 Act or a Trust’s charter documents. Any shareholder who wishes to submit proposals to be considered at a special meeting of their Fund’s shareholders should send such proposals to the Trusts’ Secretary at 100 Independence, 610 Market Street, Philadelphia, PA 19106. Any shareholder proposal intended to be presented at any future meeting of a Fund’s shareholders must be received by such Fund at its principal office a reasonable time before the solicitation of proxies for such meeting in order for such a proposal to be considered for inclusion in the proxy statement relating to such meeting. Moreover, the inclusion of any such proposals is subject to limitations under the federal securities laws. Persons named as proxies for any subsequent shareholders’ meeting will vote in their discretion with respect to proposals submitted on an untimely basis.
Shareholders who wish to send communications to the Board or the specific members of the Board should submit the communication in writing to the attention of the Secretary of the relevant Fund, at the address in the preceding paragraph, identifying the correspondence as intended for the Board of the Fund or a specified member of the Board. The Secretary will maintain a copy of any such communication and will promptly forward it to the Board or the specified member of the Board, as appropriate.
INFORMATION ABOUT THE MEETING
Record Date and Ownership of Fund Shares
Shareholders of record of the Funds as of the close of business on the Record Date are entitled to vote at the Meeting or any adjournment, postponement or delay thereof. Shareholders of the Funds on the Record Date will be entitled to one vote for each share and a fractional vote for each fractional share that they own. The number of shares that you may vote is the total of the number shown on the proxy card[/voting instruction form] accompanying this Joint Proxy Statement. Appendix A sets forth the number of shares issued and outstanding for each class of each Fund as of the Record Date.
To the best of the Funds’ knowledge, as of [Record Date], no person owned beneficially more than 5% of the outstanding shares of any class of any Fund’s securities, except as set out in Appendix C. As of the Record Date, all of the Trustees and officers of the Funds, as a group, beneficially owned less than 1% of the outstanding shares of each class of each Fund.
Revocation of Proxies
Any shareholder giving a proxy has the power to revoke it by mail (addressed to the Secretary at the principal executive office of the Trusts at the address shown at the beginning of this Joint Proxy Statement) or by attending the Meeting via webstream and voting at the Meeting, by executing a
25


superseding proxy or by submitting a notice of revocation to the relevant Fund. A superseding proxy may also be executed by voting via telephone or Internet. The superseding proxy need not be voted using the same method (mail, telephone, or Internet) as the original proxy vote.
All properly executed and unrevoked proxies received in time for the Meeting will be voted as instructed by shareholders. If you execute your proxy but give no voting instructions, your shares that are represented by proxies will be voted “FOR” the Proposal and, in the proxies’ discretion, “FOR” or “AGAINST” any other business that may properly come before the Meeting.
Quorum, Voting and Adjournment
For each Fund, the presence at the Meeting, via live webstream or by proxy, of one-third of the outstanding shares of such Fund entitled to vote, as of the Record Date, shall be necessary and sufficient to constitute a quorum for the transaction of business for that Fund.
If a quorum is not present at the Meeting, or if there are insufficient votes to approve the Proposal by the time of the applicable Meeting, the proxies, or their substitutes, or the chairman of the Meeting may propose that the Meeting be adjourned one or more times to permit further solicitation. Any adjournment by the shareholders requires the affirmative vote of a majority of the total number of shares that are present via live webstream or by proxy when the adjournment is being voted on. If a quorum is present, the proxies will vote in favor of any such adjournment all shares that they are entitled to vote in favor of the Proposal and the proxies will vote against any such adjournment any shares for which they are directed to vote against the Proposal. The proxies will not vote any shares for which they are directed to abstain from voting on the Proposal.
Effect of Abstentions and Broker Non-Votes. For purposes of determining the presence of a quorum for transacting business at the Meeting, abstentions and broker “non-votes” (i.e., shares held by brokers or nominees, typically in “street name,” as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) will be treated as shares that are present for purposes of determining a quorum. For purposes of determining the approval of the Proposal, abstentions and broker non-votes do not count as votes cast with respect to the Proposal and will have the effect of a vote against the New Investment Advisory Agreement Proposal.
Solicitation of Proxies
The initial solicitation of proxies will be made by mail. Additional solicitations may be made by telephone, e-mail, or other personal contact by the Trusts’ officers or employees or representatives of DMC or one of its affiliates or by a proxy soliciting firm retained by the Funds. DMC has retained EQ as proxy solicitor to assist in the solicitation of proxy votes primarily by contacting shareholders by telephone and electronic communications. The proxy solicitor’s services include proxy consulting, mailing, tabulation and solicitation services. The cost of retaining such proxy solicitor, including printing and mailing costs, is estimated to be approximately $14 million, to be borne by Macquarie and Nomura. The Funds will not bear any costs associated with the proxy solicitation. Costs will vary depending on the number of solicitations made. The Trusts’ officers, and those employees and representatives of DMC or its affiliates who assist in the proxy solicitation, will not receive any additional or special compensation for any such efforts. In
26


addition, the Trusts will request broker-dealer firms, custodians, nominees and fiduciaries to forward proxy materials to the beneficial owners of their shares held of record by such persons.
OTHER INFORMATION
Share and Class Information
As of the Record Date, each Funds offered multiple classes of shares to the public pursuant to a Multiple Class Plan adopted by its respective Board (the “18f-3 Plan”). Each 18f-3 Plan sets forth that shares of each class of a Fund represents a residual pro rata interest in the Fund and generally have identical voting, dividend, liquidation, and other rights, preferences, powers, restrictions, limitations, qualifications, terms and conditions, except that each class bears certain class-specific expenses and has separate voting rights on certain matters that relate solely to that class or in which the interests of shareholders of one class differ from the interests of shareholders of another class.
Service Providers
Adviser. DMC, a series of Macquarie Investment Management Business Trust and located at 100 Independence, 610 Market Street, Philadelphia, PA  19106, serves as the current investment adviser to the Funds. DMC is an indirect subsidiary of Macquarie.  Provided shareholder approval is received, DMC will serve as the investment adviser to the Funds upon the Closing of the Transaction, as described in the New Investment Advisory Agreement Proposal.
Distributor. Delaware Distributors, L.P., located at 100 Independence, 610 Market Street, Philadelphia, PA  19106, serves as the distributor of the Funds’ shares and will continue to serve upon Closing of the Transaction.
Custodian and Fund Accountant. The Bank of New York Mellon, located at 240 Greenwich Street, New York, New York 10286, serves as the custodian and fund accountant for the Funds.  The Bank of New York Mellon will continue to serve as custodian and fund accountant for the Funds upon the Closing of the Transaction.
Transfer Agent.  DIFSC, an affiliate of the DMC, is located at 100 Independence, 610 Market Street, Philadelphia, PA  19106, and serves as the Funds’ shareholder servicing, dividend disbursing, and transfer agent pursuant to a Shareholder Services Agreement. DIFSC is an indirect subsidiary of Macquarie.  DIFSC will continue to serve as the Funds’ transfer agent after the Closing of the Transaction.
BNY Mellon Investment Servicing (US) Inc. (“BNYIS”) provides sub-transfer agency services to the Funds. BNYIS will continue to serve as the Funds’ transfer agent after the Closing of the Transaction.
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Shareholder Reports
For retail Macquarie Funds: Copies of each Trust’s Annual Report for the most recently completed fiscal year previously have been mailed or made available to shareholders. To receive a free copy of the annual or semiannual reports, write to us at P.O. Box 534437, Pittsburgh, PA 15253-4437 by regular mail or at Macquarie Funds Service Center, Attention: 534437, 500 Ross Street, 154-0520, Pittsburgh, PA 15262 by overnight courier service, or call toll-free 800 523-1918. The Funds’ shareholder reports are available, free of charge, through the Funds’ website at macquarie.com/mam/literature. You may also obtain additional information about the Funds from your financial advisor.
For Macquarie VIP Funds only: To receive a free copy of the annual or semiannual report, write to us at 100 Independence, 610 Market Street, Philadelphia, PA 19106-2354, or call toll-free 800 523-1918. The shareholder reports are available, free of charge, through the Series' website at macquarie.com/mam/vip-literature. The insurance company that issued your contract may make the shareholder reports available to shareholders on the insurance company's website.
Householding
To avoid sending duplicate copies of materials to households, the Trusts may mail only one copy of this Joint Proxy Statement to shareholders having the same last name and address on the Trusts’ records, unless a Trust has received contrary instructions from a shareholder. The consolidation of these mailings benefits the Trusts through reduced mailing expenses. If a shareholder wants to receive multiple copies of these materials, the shareholder should make a request by writing to the Trusts’ underwriter at their address set forth above or by calling 800-532-1218.
By Order of the Board,
[insert signature]
President and Chief Executive Officer of the Trusts
[Proxy Date], 2025



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APPENDIX A
Trusts and Funds, Current Contractual Fee Rates &
Shares Outstanding as of the Record Date

Trust and Fund Name
Current Contractual
Fee Rate
Shares Outstanding as
of Record Date
Delaware Group® Adviser Funds
   
   Macquarie Diversified Income Fund
(formerly, Delaware Diversified Income Fund)
0.55% on first $500 million
0.50% on next $500 million
0.45% on next $1.5 billion
0.425% on next $5.5 billion
0.40% on assets in excess of $8.0 billion
 
Delaware Group® Cash Reserve
   
   Macquarie Ultrashort Fund
(formerly, Delaware Investments Ultrashort Fund)
0.30%
 
Delaware Group® Equity Funds II
   
   Macquarie Value Fund
(formerly, Delaware Value® Fund)
0.65% on first $500 million
0.60% on next $500 million
0.55% on next $1.5 billion
0.50% on next $7.5 billion
0.475% on assets in excess of $10.0 billion
 
Delaware Group® Equity Funds IV
   

A-1

 Trust and Fund Name  Current Contractual
Fee Rate
 Shares Outstanding as
of Record Date
   Macquarie Healthcare Fund
(formerly, Delaware Healthcare Fund)
0.85% on first $500 million
0.80% on next $500 million
0.75% on next $1.5 billion
0.70% on assets in excess of $2.5 billion
 
 
   Macquarie Growth and Income Fund
(formerly, Delaware Growth and Income Fund)
0.65% on first $500 million
0.60% on next $500 million
0.55% on next $1.5 billion
0.50% on assets in excess of $2.5 billion
 
 
   Macquarie Opportunity Fund
(formerly, Delaware Opportunity Fund)
0.75% on first $500 million
0.70% on next $500 million
0.65% on next $1.5 billion
0.60% on assets in excess of $2.5 billion
 
Delaware Group® Equity Funds V
   
   Macquarie Small Cap Core Fund
(formerly, Delaware Small Cap Core Fund)
0.75% on first $500 million
0.70% on next $500 million
0.65% on next $1.5 billion
0.60% on next $5.5 billion
0.575% on assets in excess of $8.0 billion
 
   Macquarie Small Cap Value Fund
(formerly, Delaware Small Cap Value Fund)
0.75% on first $500 million
0.70% on next $500 million
0.65% on next $1.5 billion
0.60% on next $5.5 billion
0.575% on assets in excess of $8.0 billion
 

A-2

 Trust and Fund Name   Current Contractual
Fee Rate
 Shares Outstanding as
of Record Date
   Macquarie Wealth Builder Fund
(formerly, Delaware Wealth Builder Fund)
0.65% on first $500 million
0.60% on next $500 million
0.55% on next $1.5 billion
0.50% on assets in excess of $2.5 billion
 
Delaware Group® Global & International Funds
   
   Macquarie Emerging Markets Fund
(formerly, Delaware Emerging Markets Fund)
1.25% on first $500 million
1.20% on next $500 million
1.15% on next $1.5 billion
1.10% on next $5.5 billion
1.075% on assets in excess of $8.0 billion
 
Delaware Group® Government Fund
   
   Macquarie Emerging Markets Debt Corporate Fund
(formerly, Delaware Emerging Markets Debt Corporate Fund)
0.75% on first $500 million
0.70% on next $500 million
0.65% on next $1.5 billion
0.60% on assets in excess of $2.5 billion
 
   Macquarie Strategic Income Fund
(formerly, Delaware Strategic Income Fund)
0.55% on first $500 million
0.50% on next $500 million
0.45% on next $1.5 billion
0.425% on assets in excess of $2.5 billion
 
Delaware Group® Income Funds
   
   Macquarie Corporate Bond Fund
(formerly, Delaware Corporate Bond Fund)
0.50% on first $500 million
0.475% on next $500 million
0.45% on next $1.5 billion
0.425% on assets in excess of $2.5 billion
 

A-3

 Trust and Fund Name   Current Contractual
Fee Rate
 Shares Outstanding as
of Record Date
   Macquarie Extended Duration Bond Fund
(formerly, Delaware Extended Duration Bond Fund)
0.55% on first $500 million
0.50% on next $500 million
0.45% on next $1.5 billion
0.425% on assets in excess of $2.5 billion
 
 
   Macquarie Floating Rate Fund
(formerly, Delaware Floating Rate Fund)
0.50% on first $500 million
0.475% on next $500 million
0.45% on next $1.5 billion
0.425% on assets in excess of $2.5 billion
 
Delaware Group® Limited-Term Government Funds
   
   Macquarie Limited-Term Diversified Income Fund
(formerly, Delaware Limited-Term Diversified Income Fund)
50% on first $500 million
0.475% on next $500 million
0.45% on next $1.5 billion
0.425% on assets in excess of $2.5 billion
 
 
   Macquarie Tax-Free Oregon Fund
(formerly, Delaware Tax-Free Oregon Fund)
0.55% on first $500 million
0.50% on next $500 million
0.45% on next $1.5 billion
0.425% on assets in excess of $2.5 billion
 
Delaware Group® State Tax-Free Income Trust
   
   Macquarie Tax-Free Pennsylvania Fund
(formerly, Delaware Tax-Free Pennsylvania Fund)
0.55% on first $500 million
0.50% on next $500 million
0.45% on next $1.5 billion
0.425% on assets in excess of $2.5 billion
 
 
Delaware Group® Tax-Free Fund
   

A-4

 Trust and Fund Name   Current Contractual
Fee Rate
 Shares Outstanding as
of Record Date
   Macquarie Tax-Free USA Fund
(formerly, Delaware Tax-Free USA Fund)
0.55% on first $500 million
0.50% on next $500 million
0.45% on next $1.5 billion
0.425% on assets in excess of $2.5 billion
 
 
   Macquarie Tax-Free USA Intermediate Fund
(formerly, Delaware Tax-Free USA Intermediate Fund)
0.50% on first $500 million
0.475% on next $500 million
0.45% on next $1.5 billion
0.425% on assets in excess of $2.5 billion
 
Delaware Pooled® Trust
   
   Macquarie Global Listed Real Assets Fund
(formerly, Delaware Global Listed Real Assets Fund)
0.75% on first $500 million
0.70% on next $500 million
0.65% on next $1.5 billion
0.60% on assets in excess of $2.5 billion
 
Delaware VIP® Trust
   
   Macquarie VIP Emerging Markets Series
(formerly, Delaware VIP® Emerging Markets Series)
1.25% on first $500 million
1.20% on next $500 million
1.15% on next $1.5 billion
1.10% on assets in excess of $2.5 billion
 
   Macquarie VIP Small Cap Value Series
(formerly, Delaware VIP® Small Cap Value Series)
0.75% on first $500 million
0.70% on next $500 million
0.65% on next $1.5 billion
0.60% on assets in excess of $2.5 billion
 

A-5

 Trust and Fund Name   Current Contractual
Fee Rate
 Shares Outstanding as
of Record Date
   Macquarie VIP Fund for Income Series
(formerly, Delaware VIP® Fund for Income Series)
0.65% on first $500 million
0.60% on next $500 million
0.55% on next $1.5 billion
0.50% on assets in excess of $2.5 billion
 
   Macquarie VIP Growth and Income Series
(formerly, Delaware VIP® Growth and Income Series)
0.65% on first $500 million
0.60% on next $500 million
0.55% on next $1.5 billion
0.50% on assets in excess of $2.5 billion
 
   Macquarie VIP Growth Equity Series
(formerly, Delaware VIP® Growth Equity Series)
0.65% on first $500 million
0.60% on next $500 million
0.55% on next $1.5 billion
0.50% on assets in excess of $2.5 billion
 
   Macquarie VIP Investment Grade Series
(formerly, Delaware VIP® Investment Grade Series)
0.50% on first $500 million
0.475% on next $500 million
0.45% on next $1.5 billion
0.425% on assets in excess of $2.5 billion
 
   Macquarie VIP Limited Duration Bond Series
(formerly, Delaware VIP® Limited Duration Bond Series)
0.50% on first $500 million
0.475% on next $500 million
0.45% on next $1.5 billion
0.425% on assets in excess of $2.5 billion
 

A-6

 Trust and Fund Name   Current Contractual
Fee Rate
 Shares Outstanding as
of Record Date
   Macquarie VIP Opportunity Series
(formerly, Delaware VIP® Opportunity Series)
0.75% on first $500 million
0.70% on next $500 million
0.65% on next $1.5 billion
0.60% on assets in excess of $2.5 billion
 
   Macquarie VIP Total Return Series
(formerly, Delaware VIP® Total Return Series)
0.65% on first $500 million
0.60% on next $500 million
0.55% on next $1.5 billion
0.50% on assets in excess of $2.5 billion
 
Voyageur Mutual Funds
   
   Macquarie Minnesota High-Yield Municipal Bond Fund (formerly, Delaware Minnesota High-Yield Municipal Bond Fund)
0.55% on first $500 million
0.50% on next $500 million
0.45% on next $1.5 billion
0.425% on assets in excess of $2.5 billion
 
 
   Macquarie National High-Yield Municipal Bond Fund (formerly, Delaware National High-Yield Municipal Bond Fund)
0.55% on first $500 million
0.50% on next $500 million
0.45% on next $1.5 billion
0.425% on assets in excess of $2.5 billion
 
 
   Macquarie Tax-Free California Fund
(formerly, Delaware Tax-Free California Fund)
0.55% on first $500 million
0.50% on next $500 million
0.45% on next $1.5 billion
0.425% on assets in excess of $2.5 billion
 
 

A-7

 Trust and Fund Name   Current Contractual
Fee Rate
 Shares Outstanding as
of Record Date
   Macquarie Tax-Free Idaho Fund
(formerly, Delaware Tax-Free Idaho Fund)
0.55% on first $500 million
0.50% on next $500 million
0.45% on next $1.5 billion
0.425% on assets in excess of $2.5 billion
 
 
   Macquarie Tax-Free New York Fund
(formerly, Delaware Tax-Free New York Fund)
0.55% on first $500 million
0.50% on next $500 million
0.45% on next $1.5 billion
0.425% on assets in excess of $2.5 billion
 
Voyageur Mutual Funds II
   
   Macquarie Tax-Free Colorado Fund
(formerly, Delaware Tax-Free Colorado Fund)
0.55% on first $500 million
0.50% on next $500 million
0.45% on next $1.5 billion
0.425% on assets in excess of $2.5 billion
 
Voyageur Tax Free Funds
   
   Macquarie Tax-Free Minnesota Fund
(formerly, Delaware Tax-Free Minnesota Fund)
0.55% on first $500 million
0.50% on next $500 million
0.45% on next $1.5 billion
0.425% on assets in excess of $2.5 billion
 
Ivy Funds
   

A-8

 Trust and Fund Name   Current Contractual
Fee Rate
 Shares Outstanding as
of Record Date
   Macquarie Asset Strategy Fund
(formerly, Delaware Ivy Asset Strategy Fund)
0.70% of net assets up to $1 billion
0.65% of net assets over $1 billion and up to $2 billion
0.60% of net assets over $2 billion and up to $3 billion
0.55% of net assets over $3 billion and up to $28 billion
0.545% of net assets over $28 billion and up to $53 billion
0.54% of net assets over $53 billion
 
   Macquarie Balanced Fund
(formerly, Delaware Ivy Balanced Fund)
0.70% of net assets up to $1 billion
0.65% of net assets over $1 billion and up to $2 billion
0.60% of net assets over $2 billion and up to $3 billion
0.55% of net assets over $3 billion and up to $5 billion
0.54% of net assets over $5 billion and up to $10 billion
0.53% of net assets over $10 billion
 

A-9

 Trust and Fund Name   Current Contractual
Fee Rate
 Shares Outstanding as
of Record Date
   Macquarie Core Equity Fund
(formerly, Delaware Ivy Core Equity Fund)
0.70% of net assets up to $1 billion
0.65% of net assets over $1 billion and up to $2 billion
0.60% of net assets over $2 billion and up to $3 billion
0.55% of net assets over $3 billion and up to $5 billion
0.525% of net assets over $5 billion and up to $6 billion
0.50% of net assets over $6 billion and up to $10 billion
0.49% of net assets over $10 billion
 
   Macquarie Climate Solutions Fund
(formerly, Delaware Climate Solutions Fund)
0.85% of net assets up to $1 billion
0.83% of net assets over $1 billion and up to $2 billion
0.80% of net assets over $2 billion and up to $3 billion
0.76% of net assets over $3 billion and up to $5 billion
0.75% of net assets over $5 billion and up to $10 billion
0.74% of net assets over $10 billion
 
   Macquarie Global Bond Fund
(formerly, Delaware Ivy Global Bond Fund)
   

A-10

 Trust and Fund Name   Current Contractual
Fee Rate
 Shares Outstanding as
of Record Date
   Macquarie Global Growth Fund
(formerly, Delaware Ivy Global Growth Fund)
0.625% of net assets up to $500 million
0.60% of net assets over $500 million and up to $1 billion
0.55% of net assets over $1 billion and up to $1.5 billion
0.50% of net assets over $1.5 billion and up to $5 billion
0.49% of net assets over $5 billion and up to $10 billion
0.48% of net assets over $10 billion
 
   Macquarie High Income Fund
(formerly, Delaware Ivy High Income Fund)
0.625% of net assets up to $500 million
0.60% of net assets over $500 million and up to $1 billion
0.55% of net assets over $1 billion and up to $1.5 billion
0.50% of net assets over $1.5 billion and up to $10 billion
0.49% of net assets over $10 billion and up to $20 billion
0.48% of net assets over $20 billion
 

A-11

 Trust and Fund Name   Current Contractual
Fee Rate
 Shares Outstanding as
of Record Date
   Macquarie International Core Equity Fund
(formerly, Delaware Ivy International Core Equity Fund)
0.85% of net assets up to $1 billion
0.83% of net assets over $1 billion and up to $2 billion
0.80% of net assets over $2 billion and up to $3 billion
0.70% of net assets over $3 billion and up to $5 billion
0.69% of net assets over $5 billion and up to $10 billion
0.68% of net assets over $10 billion
 
   Macquarie Large Cap Growth Fund
(formerly, Delaware Ivy Large Cap Growth Fund)
0.70% of net assets up to $1 billion
0.65% of net assets over $1 billion and up to $2 billion
0.60% of net assets over $2 billion and up to $3 billion
0.55% of net assets over$3 billion and up to $5 billion
0.545% of net assets over $5 billion and up to $10 billion
0.54% of net assets over $10 billion
 

A-12

 Trust and Fund Name   Current Contractual
Fee Rate
 Shares Outstanding as
of Record Date
   Macquarie Mid Cap Growth Fund
(formerly, Delaware Ivy Mid Cap Growth Fund)
0.85% of net assets up to $1 billion
0.83% of net assets over $1 billion and up to $2 billion
0.80% of net assets over $2 billion and up to $3 billion
0.76% of net assets over $3 billion and up to $5 billion
0.73% of net assets over $5 billion and up to $10 billion
0.70% of net assets over $10 billion and up to $15 billion
0.67% of net assets over $15 billion
 
   Macquarie Mid Cap Income Opportunities Fund
(formerly, Delaware Ivy Mid Cap Income Opportunities Fund)
0.85% of net assets up to $1 billion
0.83% of net assets over $1 billion and up to $2 billion
0.80% of net assets over $2 billion and up to $3 billion
0.76% of net assets over $3 billion and up to $5 billion
0.73% of net assets over $5 billion and up to $10 billion
0.70% of net assets over $10 billion and up to $15 billion
0.67% of net assets over $15 billion
 

A-13

 Trust and Fund Name   Current Contractual
Fee Rate
 Shares Outstanding as
of Record Date
   Macquarie Natural Resources Fund
(formerly, Delaware Ivy Natural Resources Fund)
0.85% of net assets up to $1 billion
0.83% of net assets over $1 billion and up to $2 billion
0.80% of net assets over $2 billion and up to $3 billion
0.76% of net assets over $3 billion and up to $5 billion
0.73% of net assets over $5 billion and up to $10 billion
0.70% of net assets over $10 billion
 
   Macquarie Science and Technology Fund
(formerly, Delaware Ivy Science and Technology Fund)
 
0.85% of net assets up to $1 billion
0.83% of net assets over $1 billion and up to $2 billion
0.80% of net assets over $2 billion and up to $3 billion
0.76% of net assets over $3 billion and up to $8 billion
0.755% of net assets over $8 billion and up to $13 billion
0.75% of net assets over $13 billion
 

A-14

 Trust and Fund Name   Current Contractual
Fee Rate
 Shares Outstanding as
of Record Date
   Macquarie Real Estate Securities Fund
(formerly, Delaware Real Estate Securities Fund)
0.90% of net assets up to $1 billion
0.87% of net assets over $1 billion and up to $2 billion
0.84% of net assets over $2 billion and up to $3 billion
0.80% of net assets over $3 billion and up to $5 billion
0.76% of net assets over $5 billion and up to $10 billion
0.72% of net assets over $10 billion
 
   Macquarie Small Cap Growth Fund
(formerly, Delaware Ivy Small Cap Growth Fund)
0.85% of net assets up to $1 billion
0.83% of net assets over $1 billion and up to $2 billion
0.80% of net assets over $2 billion and up to $3 billion
0.76% of net assets over $3 billion and up to $5 billion
0.73% of net assets over $5 billion and up to $10 billion
0.72% of net assets over $10 billion
 

A-15

 Trust and Fund Name   Current Contractual
Fee Rate
 Shares Outstanding as
of Record Date
   Macquarie Smid Cap Core Fund
(formerly, Delaware Ivy Smid Cap Core Fund)
0.85% of net assets up to $1 billion
0.83% of net assets over $1 billion and up to $2 billion
0.80% of net assets over $2 billion and up to $3 billion
0.76% of net assets over $3 billion and up to $5 billion
0.73% of net assets over $5 billion and up to $10 billion
0.72% of net assets over $10 billion
 
   Macquarie Systematic Emerging Markets Equity Fund (formerly, Delaware Ivy Systematic Emerging Markets Equity Fund)
1.00% of net assets up to $500 million
0.85% of net assets over $500 million and up to $1 billion
0.83% of net assets over $1 billion and up to $2 billion
0.80% of net assets over $2 billion and up to $3 billion
0.76% of net assets over $3 billion and up to $5 billion
0.755% of net assets over $5 billion and up to $10 billion
0.75% of net assets over $10 billion
 

A-16



Trust and Fund Name
Current Contractual Fee Rate
Shares Outstanding as of
Record Date
     
Ivy Variable Insurance Portfolios
     
Macquarie VIP High Income Series (formerly, Delaware Ivy VIP High Income and Ivy VIP High Income)
Up to $500 million
Over $500 million and up to $1 billion
Over $1 billion and up to $1.5 billion
Over $1.5 billion
0.625%
0.600%
0.550%
0.500%
 
Macquarie VIP International Core Equity Series (formerly, Delaware Ivy VIP International Core Equity and Ivy VIP International Core Equity)
Up to $1 billion
Over $1 billion and up to $2 billion
Over $2 billion and up to $3 billion
Over $3 billion
0.85%
0.83%
0.80%
0.76%
 
Macquarie VIP Limited-Term Bond Series (formerly, Delaware Ivy VIP Limited-Term Bond and Ivy VIP Limited-Term Bond)
Up to $500 million
Over $500 million and up to $1 billion
Over $1 billion and up to $1.5 billion
Over $1.5 billion
0.50%
0.45%
0.40%
0.35%
 
Macquarie VIP Mid Cap Growth Series (formerly, Delaware Ivy VIP Mid Cap Growth and Ivy VIP Mid Cap Growth)
Up to $1 billion
Over $1 billion and up to $2 billion
Over $2 billion and up to $3 billion
Over $3 billion
0.85%
0.83%
0.80%
0.76%
 
Macquarie VIP Natural Resources Series (formerly, Delaware Ivy VIP Natural Resources and Ivy VIP Natural Resources)
Up to $1 billion
Over $1 billion and up to $2 billion
Over $2 billion and up to $3 billion
Over $3 billion and up to $5 billion
Over $5 billion and up to $10 billion
Over $10 billion
0.85%
0.83%
0.80%
0.76%
0.73%
0.70%
 
Macquarie VIP Science and Technology Series (formerly, Delaware Ivy VIP Science and Technology and Ivy VIP Science and Technology)
Up to $1 billion
Over $1 billion and up to $2 billion
Over $2 billion and up to $3 billion
Over $3 billion
0.85%
0.83%
0.80%
0.76%
 
Macquarie VIP Value Series (formerly, Delaware Ivy VIP Value and Ivy VIP Value)
Up to $1 billion
Over $1 billion and up to $2 billion
Over $2 billion and up to $3 billion
Over $3 billion
0.70%
0.65%
0.60%
0.55%
 
Macquarie VIP Pathfinder Aggressive Series (formerly, Delaware Ivy VIP Pathfinder Aggressive and Ivy VIP Pathfinder Aggressive)
All net assets 0.00%
 
 
Macquarie VIP Pathfinder Moderately Aggressive Series (formerly, Delaware Ivy VIP Pathfinder Moderately Aggressive and Ivy VIP Pathfinder Moderately Aggressive)
All net assets 0.00%
 
 

A-17

Macquarie VIP Pathfinder Moderate Series (formerly, Delaware Ivy VIP Pathfinder Moderate and Ivy VIP Pathfinder Moderate)
All net assets 0.00%
 
 
Macquarie VIP Pathfinder Moderate - Managed Volatility Series (formerly, Delaware Ivy VIP Pathfinder Moderate - Managed Volatility and Ivy VIP Pathfinder Moderate – Managed Volatility)
Up $500 million
Over $500 million and up to $1 billion
Over $1 billion
0.20%
0.17%
0.15%
 
Macquarie VIP Pathfinder Moderately Aggressive - Managed Volatility Series (formerly, Delaware Ivy VIP Pathfinder Moderately Aggressive - Managed Volatility and Ivy VIP Pathfinder Moderately Aggressive – Managed Volatility)
Up $500 million
Over $500 million and up to $1 billion
Over $1 billion
0.20%
0.17%
0.15%
 
Macquarie VIP Pathfinder Moderately Conservative - Managed Volatility Series (formerly, Delaware Ivy VIP Pathfinder Moderately Conservative - Managed Volatility and Ivy VIP Pathfinder Moderately Conservative – Managed Volatility)
Up $500 million
Over $500 million and up to $1 billion
Over $1 billion
0.20%
0.17%
0.15%
 
Macquarie VIP Pathfinder Moderately Conservative Series (formerly, Delaware Ivy VIP Pathfinder Moderately Conservative and Ivy VIP Pathfinder Moderately Conservative)
All net assets 0.00%
   
Macquarie VIP Pathfinder Conservative Series (formerly, Delaware Ivy VIP Pathfinder Conservative and Ivy VIP Pathfinder Conservative)
All net assets 0.00%
 
 
Macquarie VIP Small Cap Growth Series (formerly, Delaware Ivy VIP Small Cap Growth and Ivy VIP Small Cap Core)
Up to $1 billion
Over $1 billion and up to $2 billion
Over $2 billion and up to $3 billion
Over $3 billion
0.85%
0.83%
0.80%
0.76%
 
Macquarie VIP Smid Cap Core Series (formerly, Delaware Ivy VIP Smid Cap Core and Ivy VIP Small Cap Core)
Up to $1 billion
Over $1 billion and up to $2 billion
Over $2 billion and up to $3 billion
Over $3 billion
0.85%
0.83%
0.80%
0.76%
 


A-18

APPENDIX B
FORM OF PROPOSED NEW ADVISORY AGREEMENT

INVESTMENT MANAGEMENT AGREEMENT

AGREEMENT, made by and between [_________________________], a Delaware statutory trust (the “Trust”), on behalf of each series of shares of beneficial interest of the Trust that is listed on Exhibit A to this Agreement, as that Exhibit may be amended from time to time (each such series of shares is hereinafter referred to as a “Fund” and, together with other series of shares listed on such Exhibit, the “Funds”), and DELAWARE MANAGEMENT COMPANY, a series of Nomura Investment Management Business Trust, a Delaware statutory trust (the “Investment Manager”).

WITNESSETH:

WHEREAS, the Trust has been organized and operates as an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, each Fund engages in the business of investing and reinvesting its assets in securities;

WHEREAS, the Investment Manager is registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), as an investment adviser and engages in the business of providing investment management services; and

WHEREAS, the Trust, on behalf of each Fund, and the Investment Manager desire to enter into this Agreement so that the Investment Manager may provide investment management services to each Fund.

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. The Trust hereby employs the Investment Manager to manage the investment and reinvestment of each Fund’s assets and to administer its affairs, subject to the direction of the Trust’s Board of Trustees and officers for the period and on the terms hereinafter set forth. The Investment Manager hereby accepts such employment and agrees during such period to render the services and assume the obligations herein set forth for the compensation herein provided. The Investment Manager shall for all purposes herein be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or represent the Trust or the Funds in any way, or in any way be deemed an agent of the Trust or the Funds. The Investment Manager shall regularly make decisions as to what securities and other instruments to purchase and sell on behalf of each Fund and shall effect the purchase and sale of such investments in furtherance of each Fund’s investment objectives and policies and shall furnish the Board of Trustees of the Trust with such information and reports regarding each Fund’s investments as the Investment Manager deems appropriate or as the Trustees of the Trust may reasonably request. Such decisions and services shall include exercising discretion regarding any voting rights, rights to consent to corporate actions and any other rights pertaining to each Fund’s investment securities.

2. The 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 corporate existence; the maintenance of its own books, records and procedures; dealing with its own shareholders; the payment of dividends; transfer of shares, including issuance, redemption and repurchase of shares; preparation of share certificates; reports and notices to shareholders; calling and holding of shareholders’ and trustees’ meetings; miscellaneous office expenses; brokerage commissions; custodian fees; legal, auditing, fund accounting, and financial administration fees; taxes; federal and state registration fees; and other costs and expenses approved by the Board of Trustees. Trustees, officers and employees of the Investment Manager may be directors, trustees, officers and employees of any of the investment companies within the Delaware Investments family of funds (including the Trust). Trustees, officers and employees of the Investment Manager who are directors, trustees, officers and/or employees of these investment companies shall not receive any compensation from such companies for acting in such dual capacity.
B-1


In the conduct of the respective businesses of the parties hereto and in the performance of this Agreement, the Trust and Investment Manager may share facilities common to each, which may include legal and accounting personnel, with appropriate proration of expenses between them.

3. (a) Subject to the primary objective of obtaining the best execution, the Investment Manager may place orders for the purchase and sale of portfolio securities and other instruments with such broker/dealers selected by the Investment Manager who provide statistical, factual and financial information and services to the Trust, to the Investment Manager, to any sub-adviser (as defined in Paragraph 5 hereof, a “Sub-Adviser”) or to any other fund or account for which the Investment Manager or any Sub-Adviser provides investment advisory services and/or with broker/dealers who sell shares of the Trust or who sell shares of any other investment company (or series thereof) for which the Investment Manager or any Sub-Adviser provides investment advisory services. Broker/dealers who sell shares of any investment companies or series thereof for which the Investment Manager or Sub-Adviser provides investment advisory services shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the rules of the Securities and Exchange Commission (the “SEC”) and Financial Industry Regulatory Authority, Inc. (“FINRA”) and does not take into account such broker/dealer’s promotion or sale of such shares.

(b) Notwithstanding the provisions of subparagraph (a) above and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Trust, the Investment Manager may cause a Fund to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Investment Manager has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Investment Manager’s overall responsibilities with respect to the Trust and to other investment companies (or series thereof) and other advisory accounts for which the Investment Manager exercises investment discretion.

4. As compensation for the investment services to be rendered to a particular Fund by the Investment Manager under the provisions of this Agreement, the Trust shall pay monthly to the Investment Manager exclusively from that Fund’s assets, a fee based on the average daily net assets of that Fund during the month. Such fee shall be calculated in accordance with the fee schedule applicable to that Fund as set forth in Exhibit A hereto.

If this Agreement is terminated prior to the end of any calendar month with respect to a particular Fund, the management fee for such Fund shall be prorated for the portion of any month in which this Agreement is in effect with respect to such Fund according to the proportion which the number of calendar days during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within 10 calendar days after the date of termination.

5. The Investment Manager may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (“Sub-Advisers”) to perform some or all of the services for a Fund for which it is responsible under this Agreement. The Investment Manager will compensate any Sub-Adviser for its services to the Fund. The Investment Manager may terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if required, is obtained. The Investment Manager will continue to have responsibility for all advisory services furnished by any Sub-Adviser.

6. The services to be rendered by the Investment Manager to the Trust under the provisions of this Agreement are not to be deemed to be exclusive. The Investment Manager, its trustees, 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 Trust or to any other investment company, corporation, association, firm or individual, so long as the Investment Manager’s other activities do not impair its ability to render the services provided for in this Agreement.

7. It is understood and agreed that so long as the Investment Manager and/or its advisory affiliates shall continue to serve as the Trust’s investment adviser, other investment companies as may be sponsored or advised by
B-2


the Investment Manager or its affiliates may have the right permanently to adopt and to use the words “Delaware,” “Delaware Investments” or “Delaware Group” in their names and in the names of any series or class of shares of such funds.

8. In the absence of willful misfeasance, bad faith, gross negligence, or a reckless disregard of the performance of its duties as the Investment Manager to the Trust, the Investment Manager shall not be subject to liability to the Trust or to any shareholder of the 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.

9. (a) This Agreement shall be executed and become effective as of the date written below, and shall become effective with respect to a particular Fund as of the effective date set forth in Exhibit A for that Fund, only if approved by the vote of a majority of the outstanding voting securities of that Fund. It shall continue in effect for an initial period of two years for each Fund and may be renewed thereafter only so long as such renewal and continuance is specifically approved at least annually by the Board of Trustees or by the vote of a majority of the outstanding voting securities of that Fund and only if the terms and the renewal hereof have been approved by the vote of a majority of the Trustees of the Trust who are not parties hereto or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval.

(b) This Agreement (and Exhibit A hereto) may be amended without the approval of a majority of the outstanding voting securities of the Fund if the amendment relates solely to a management fee reduction or other change that is permitted or not prohibited under then current federal law, rule, regulation or SEC staff interpretation thereof to be made without shareholder approval. This Agreement may be amended from time to time pursuant to a written agreement executed by the Trust, on behalf of the applicable Fund, and the Investment Manager.

(c) This Agreement may be terminated as to any Fund by the Trust at any time, without the payment of a penalty, on sixty days’ written notice to the Investment Manager of the Trust’s intention to do so, pursuant to action by the Board of Trustees of the Trust or pursuant to the vote of a majority of the outstanding voting securities of the affected Fund. The Investment Manager may terminate this Agreement at any time, without the payment of a penalty, on sixty days’ written notice to the Trust 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 any obligation to respond for a breach of this Agreement committed prior to such termination, and except for the obligation of the Trust to pay to the Investment Manager the fee provided in Paragraph 4 hereof, prorated to the date of termination. This Agreement shall automatically terminate in the event of its assignment.

10. This Agreement shall extend to and bind the administrators, successors and permitted assigns of the parties hereto.

11. For the purposes of this Agreement, (i) the terms “vote of a majority of the outstanding voting securities”; “interested persons”; and “assignment” shall have the meaning ascribed to them in the 1940 Act, and (ii) references to the SEC and FINRA shall be deemed to include any successor regulators.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized officers as of the [xx]st day of October, 2024.

DELAWARE MANAGEMENT COMPANY,
a series of Nomura Investment Management Business Trust

By:       ______________________ 
Name:
Title:
 
 
[Trust],
on behalf of the Funds listed on Exhibit A


By:        ______________________         
Name:
Title:










B-3


EXHIBIT A

OF THE INVESTMENT MANAGEMENT AGREEMENT

THIS EXHIBIT to the Investment Management Agreement dated October [xx], 2025 (the “Agreement”) between [______________________]and DELAWARE MANAGEMENT COMPANY (the “Investment Manager”), a series of Nomura Investment Management Business Trust lists the Funds for which the Investment Manager provides investment management services pursuant to this Agreement, along with the management fee rate schedule for each Fund and the date on which the Agreement became effective for each Fund.
Fund Name
Effective Date
Management Fee Schedule (as a
percentage of average daily net assets)
Annual Rate
     
     
     


B-4

APPENDIX C
5% SHAREHOLDERS
[TO BE INCLUDED IN DEFINITIVE PROXY STATEMENT
Fund Name/Class
5% Shareholder
Percentage of Class of Fund
     
     
     



C-1