1.
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Facing Page
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2.
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Contents Page
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3.
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Part A – Proxy Statement/Prospectus
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4.
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Part B - Statement of Additional Information
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5.
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Part C - Other Information
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6.
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Signatures
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7.
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Exhibits
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°
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The Smid Cap Growth Fund has lower net expenses than the Trend Fund, as detailed in the Prospectus/Proxy Statement.
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°
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Delaware Management Corporation (“DMC”) has agreed to contractually extend an expense cap for one year following the completion of the Transaction. In addition, DMC will implement a new formula for calculating Rule 12b-1 plan expenses for the Smid Cap Growth Fund’s Class A shares following the Transaction, which will be the same formula used for the Trend Fund’s Class A shares.
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°
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Shareholders of the Trend Fund and the Smid Cap Growth Fund potentially could benefit by the growth in assets realized by combining the Funds because a larger fund could realize cost savings due to efficiencies and economies of scale from the spreading of fixed costs over a larger asset base and by reaching breakpoints in investment management fees. There can be no assurance, however, that such savings will be realized.
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1.
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To approve an Agreement and Plan of Reorganization between Delaware Group Equity Funds III, on behalf of the Trend Fund, and Delaware Group Equity Funds IV, on behalf of Delaware Smid Cap Growth Fund (the “Smid Cap Growth Fund” or “Acquiring Fund”), that provides for: (i) the acquisition of substantially all of the assets of the Acquired Fund by the Acquiring Fund, in exchange solely for shares of the Acquiring Fund; (ii) the pro rata distribution of shares of the Acquiring Fund to the shareholders of the Acquired Fund; and (iii) the complete liquidation and dissolution of the Acquired Fund.
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2.
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To vote upon any other business as may properly come before the Meeting or any adjournment thereof.
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°
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The Prospectuses of the Acquired Fund dated October 28, 2009, as supplemented to date, (“Acquired Fund Prospectus”);
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°
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The Statement of Additional Information of the Acquired Fund dated October 28, 2009 as amended (“Acquired Fund SAI”);
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°
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The Statement of Additional Information of the Acquiring Fund dated January 28, 2010 as amended (“Acquiring Fund SAI”);
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°
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The Semi-Annual Report of the Acquired Fund for the fiscal period ended December 31, 2009;
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°
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The Semi-Annual Report of the Acquiring Fund for the fiscal period ended March 31, 2010;
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°
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The Annual Report of the Acquired Fund for the fiscal year ended June 30, 2009; and
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°
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The Annual Report of the Acquiring Fund for the fiscal year ended September 30, 2009.
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PROPOSAL: TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION
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1 |
Summary
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1 |
What is the purpose of the Proposal?
|
1 |
What are the federal income tax consequences of the Transaction?
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2 |
How do the investment objectives, strategies, and policies of the Acquired Fund and the Acquiring Fund compare?
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2 |
What are the principal risks associated with investments in the Funds?
|
3 |
What are the fees and expenses of each Fund and what might they be after the Transaction?
|
3 |
How do the performance records of the Funds compare?
|
11 |
Who manages the Funds?
|
12 |
Where can I find more financial information about the Funds?
|
14 |
What are other key features of the Funds?
|
14 |
REASONS FOR THE TRANSACTION
|
16 |
INFORMATION ABOUT THE TRANSACTION AND THE PLAN
|
19 |
How will the Transaction be carried out?
|
19 |
Who will pay the expenses of the Transaction?
|
20 |
What are the federal income tax consequences of the Transaction?
|
20 |
What should I know about shares of the Acquiring Fund?
|
22 |
What vote is necessary to approve the Plan?
|
23 |
What are the capitalizations of the Funds and what might the capitalization be after the Transaction?
|
23 |
COMPARISON OF INVESTMENT OBJECTIVES, STRATEGIES, POLICIES, AND RISKS
|
24 |
Are there any significant differences between the investment objectives of the Acquired Fund and the Acquiring Fund?
|
24 |
Are there any significant differences between the investment strategies and policies of the Acquired Fund and the Acquiring Fund?
|
24 |
How do the fundamental investment restrictions of the Funds differ?
|
26 |
What are the risk factors associated with investments in the Funds?
|
26 |
MORE INFORMATION ABOUT THE FUNDS
|
28 |
VOTING INFORMATION
|
30 |
PRINCIPAL HOLDERS OF SHARES
|
33 |
Actual
|
Pro Forma
|
||
Trend Fund - Class A
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Smid Cap Growth Fund - Class A
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Smid Cap Growth Fund - Class A After Transaction
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|
Shareholder fees
(fees paid directly from your investment)
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|||
Maximum sales charge (load) imposed on purchases as a percentage of offering price
|
5.75%
|
5.75%
|
5.75%
|
Maximum contingent deferred sales charge (load) imposed on redemptions as a percentage of original purchase price or redemption price, whichever is lower
|
None1
|
None1
|
None
|
Exchange fees2
|
None
|
None
|
None
|
Annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment)
|
|||
Management fees
|
0.75%
|
0.75%
|
0.74%
|
Distribution and service (12b-1) fees
|
0.29%3
|
0.30%
|
0.30%3
|
Other expenses
|
0.56%
|
0.71%
|
0.61%4
|
Total annual fund operating expenses
|
1.60%
|
1.76%
|
1.65%
|
Fee waivers and expense reimbursements
|
None
|
(0.24%)5
|
(0.12)%5
|
Total annual fund operating expenses after waivers and reimbursements
|
1.60%
|
1.52%
|
1.53%
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Actual
|
Pro Forma
|
||
Trend Fund - Class B6
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Smid Cap Growth Fund - Class B6
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Smid Cap Growth Fund - Class B After Transaction6
|
|
Shareholder fees
|
|||
(fees paid directly from your investment)
|
|||
Maximum sales charge (load) imposed on purchases as a percentage of offering price
|
None
|
None
|
None
|
Maximum contingent deferred sales charge (load) imposed on redemptions as a percentage of original purchase price or redemption price, whichever is lower
|
4.00%7
|
4.00%7
|
4.00%7
|
Exchange fees2
|
None
|
None
|
None
|
Annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment)
|
|||
Management fees
|
0.75%
|
0.75%
|
0.74%
|
Distribution and service (12b-1) fees
|
1.00%
|
1.00%
|
1.00%
|
Other expenses
|
0.56%
|
0.71%
|
0.61%4
|
Total annual fund operating expenses
|
2.31%
|
2.46%
|
2.35%
|
Fee waivers and expense reimbursements
|
None
|
(0.24%)5
|
(0.12)%5
|
Total annual fund operating expenses after waivers and reimbursements
|
2.31%
|
2.22%
|
2.23%
|
Actual
|
Pro Forma
|
||
Trend Fund - Class C
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Smid Cap Growth Fund - Class C
|
Smid Cap Growth Fund - Class C After Transaction
|
|
Shareholder fees
|
|||
(fees paid directly from your investment)
|
|||
Maximum sales charge (load) imposed on purchases as a percentage of offering price
|
None
|
None
|
None
|
Maximum contingent deferred sales charge (load) imposed on redemptions as a percentage of original purchase price or redemption price, whichever is lower
|
1.00%8
|
1.00%8
|
1.00%8
|
Exchange fees2
|
None
|
None
|
None
|
Annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment)
|
|||
Management fees
|
0.75%
|
0.75%
|
0.74%
|
Distribution and service (12b-1) fees
|
1.00%
|
1.00%
|
1.00%
|
Other expenses
|
0.56%
|
0.71%
|
0.61%4
|
Total annual fund operating expenses
|
2.31%
|
2.46%
|
2.35%
|
Fee waivers and expense reimbursements
|
None
|
(0.24%)5
|
(0.12)%5
|
Total annual fund operating expenses after waivers and reimbursements
|
2.31%
|
2.22%
|
2.23%
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Actual
|
Pro Forma
|
||
Trend Fund – Class R
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Smid Cap Growth Fund – Class R
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Smid Cap Growth Fund - Class R After Transaction
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|
Shareholder fees
|
|||
(fees paid directly from your investment)
|
|||
Maximum sales charge (load) imposed on purchases as a percentage of offering price
|
None
|
None
|
None
|
Maximum contingent deferred sales charge (load) imposed on redemptions as a percentage of original purchase price or redemption price, whichever is lower
|
None
|
None
|
None
|
Exchange fees2
|
None
|
None
|
None
|
Annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment)
|
|||
Management fees
|
0.75%
|
0.75%
|
0.74%
|
Distribution and service (12b-1) fees
|
0.60%9
|
0.60%10
|
0.60%10
|
Other expenses
|
0.56%
|
0.71%
|
0.61%4
|
Total annual fund operating expenses
|
1.91%
|
2.06%
|
1.95%
|
Fee waivers and expense reimbursements
|
(0.10%)
|
(0.34%)5
|
(0.22)%5
|
Total annual fund operating expenses after waivers and reimbursements
|
1.81%
|
1.72%
|
1.73%
|
Actual
|
Pro Forma
|
||
Trend Fund – Institutional Class
|
Smid Cap Growth Fund – Institutional Class
|
Smid Cap Growth Fund- Institutional Class
After Transaction
|
|
Shareholder fees
|
|||
(fees paid directly from your investment)
|
|||
Maximum sales charge (load) imposed on purchases as a percentage of offering price
|
None
|
None
|
None
|
Maximum contingent deferred sales charge (load) imposed on redemptions as a percentage of original purchase price or redemption price, whichever is lower
|
None
|
None
|
None
|
Exchange fees2
|
None
|
None
|
None
|
Annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment)
|
|||
Management fees
|
0.75%
|
0.75%
|
0.74%
|
Distribution and service (12b-1) fees
|
None
|
None
|
None
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Other expenses
|
0.56%
|
0.71%
|
0.61%4
|
Total annual fund operating expenses
|
1.31%
|
1.46%
|
1.35%
|
Fee waivers and expense reimbursements
|
None
|
(0.24%)5
|
(0.12)%5
|
Total annual fund operating expenses after waivers and reimbursements
|
1.31%
|
1.22%
|
1.23%
|
(1)
|
A purchase of Class A shares of $1 million or more may be made at net asset value. However, if you buy the shares through a financial advisor who is paid a commission, a contingent deferred sales charge (“CDSC”) of 1.00% will apply to redemptions made within one year of purchase and 0.50% if you redeem them within the second year, unless a specific waiver of the CDSC applies. Additional Class A purchase options that involve a CDSC may be permitted from time to time and will be disclosed in the Prospectus if they are available.
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(2)
|
Exchanges are subject to the requirements of each Delaware Investments® Fund. A front-end sales charge may apply if you exchange shares into a fund that has a front-end sales charge.
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(3)
|
The Board of the Acquired Fund adopted a formula for calculating Rule 12b-1 plan fees for the Fund’s Class A shares that went into effect on June 1, 1992. The total Rule 12b-1 fees to be paid by Class A shareholders of the Acquired Fund are the sum of 0.10% of the average daily net assets representing the shares that were acquired before June 1, 1992 and 0.30% of the average daily net assets representing the shares that were acquired on or after June 1, 1992. All Class A shareholders bear the Rule 12b-1 fees at the same rate, the blended rate based upon the allocation of the 0.10% and 0.30% rates. The Pro Forma financials reflect application of the blended rate methodology to the Acquiring Fund’s Class A shares.
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(4)
|
Included in “Total Other Expenses” is the portion of the one-time costs of the Transaction that will be allocated to the Acquiring Fund. The total costs of the Transaction are anticipated to total $168,919, of which $50,675 will be allocated to each of the Acquiring Fund and the Acquired Fund. The costs of the Transaction are not subject to the fee waiver described in footnote (5) below.
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(5)
|
The Acquiring Fund’s investment manager, DMC, is contractually waiving its investment advisory fees and/or paying expenses (excluding any Rule 12b-1 plan and certain other expenses) to the extent necessary to prevent total annual fund operating expenses from exceeding 1.22% of the Acquiring Fund’s average daily net assets from January 28, 2010 through January 28, 2011. DMC has agreed to extend this expense limitation for one year upon and subject to the closing of the Transaction.
|
(6)
|
As of May 31, 2007, no new or subsequent investments, including investments through automatic investment plans and by qualified retirement plans (such as 401(k) or 457 plans), are allowed in the Fund's Class B shares, except through a reinvestment of dividends or capital gains or permitted exchanges. Existing shareholders of Class B shares may continue to hold their Class B shares, reinvest dividends into Class B shares, and exchange their Class B shares of one Delaware Investments® Fund for Class B shares of another fund, as permitted by existing exchange privileges. Existing Class B shareholders wishing to make subsequent purchases in the Fund's shares will be permitted to invest in other classes of the Fund, subject to that class's pricing structure and eligibility requirements, if any.
|
(7)
|
If you redeem Class B shares during the first year after you buy them, you will pay a CDSC of 4.00% which declines to 3.25% during the second year, 2.75% during the third year, 2.25% during the fourth and fifth years, 1.50% during the sixth year, and 0% thereafter.
|
(8)
|
Class C shares redeemed within one year of purchase are subject to a 1.00% CDSC.
|
(9)
|
Delaware Distributors, L.P. (“DDLP”), the Distributor for each Fund, has contracted to limit the Acquired Fund’s Class R shares Rule 12b-1 fees from November 1, 2009 through October 31, 2010 to no more than 0.50% of average daily net assets.
|
(10)
|
DDLP has contracted to limit the Acquiring Fund’s Class R shares Rule 12b-1 fees from to no more than 0.50% of average daily net assets from January 28, 2010 through January 28, 2011.
|
Class A Shares
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
Trend Fund
|
$728
|
$1,051
|
$1,396
|
$2,366
|
Smid Cap Growth Fund
|
$721
|
$1,075
|
$1,453
|
$2,510
|
Pro forma Smid Cap Growth Fund (after the Transaction)
|
$722
|
$1,054
|
$1,410
|
$2,408
|
Class B Shares 1 (assuming complete redemption)
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
Trend Fund
|
$634
|
$996
|
$1,460
|
$2,468
|
Smid Cap Growth Fund
|
$625
|
$1,019
|
$1,514
|
$2,605
|
Pro forma Smid Cap Growth Fund (after the Transaction)
|
$626
|
$997
|
$1,470
|
$2,502
|
Class B Shares 1 (assuming no redemption)
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
Trend Fund
|
$234
|
$721
|
$1,235
|
$2,468
|
Smid Cap Growth Fund
|
$225
|
$744
|
$1,289
|
$2,605
|
Pro forma Smid Cap Growth Fund (after the Transaction)
|
$226
|
$722
|
$1,245
|
$2,502
|
Class C Shares (assuming complete redemption)
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
Trend Fund
|
$334
|
$721
|
$1,235
|
$2,646
|
Smid Cap Growth Fund
|
$325
|
$744
|
$1,289
|
$2,778
|
Pro forma Smid Cap Growth Fund (after the Transaction)
|
$326
|
$722
|
$1,245
|
$2,677
|
Class C Shares (assuming no redemption)
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
Trend Fund
|
$234
|
$721
|
$1,235
|
$2,646
|
Smid Cap Growth Fund
|
$225
|
$744
|
$1,289
|
$2,778
|
Pro forma Smid Cap Growth Fund (after the Transaction)
|
$226
|
$722
|
$1,245
|
$2,677
|
Class R Shares
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
Trend Fund
|
$184
|
$590
|
$1,022
|
$2,225
|
Smid Cap Growth Fund
|
$175
|
$613
|
$1,077
|
$2,363
|
Pro forma Smid Cap Growth Fund (after the Transaction)
|
$176
|
$591
|
$1,032
|
$2,257
|
Institutional Class Shares
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
Trend Fund
|
$133
|
$415
|
$718
|
$1,579
|
Smid Cap Growth Fund
|
$124
|
$438
|
$775
|
$1,726
|
Pro forma Smid Cap Growth Fund (after the Transaction)
|
$125
|
$416
|
$728
|
$1,613
|
(1)
|
The Class B example reflects the automatic conversion of Class B shares to Class A shares after approximately eight years. Information for the ninth and tenth years reflects expenses of the Class A shares.
|
Fund and Class
|
1 Year
|
5 Years
|
10 Years or Inception 1
|
Trend Fund--Class A
|
45.72%
|
(0.92)%
|
(1.00)%
|
Smid Cap Growth Fund--Class A
|
36.22%
|
0.61%
|
(1.05)%
|
Trend Fund--Class B 2
|
49.42%
|
(0.73)%
|
(0.97)%
|
Smid Cap Growth Fund--Class B 2
|
39.56%
|
0.84%
|
(1.02)%
|
Trend Fund--Class C 3
|
52.52%
|
(0.46)%
|
(1.11)%
|
Smid Cap Growth Fund--Class C 3
|
42.36%
|
1.06%
|
(1.17)%
|
Trend Fund--Class R
|
54.29%
|
0.03%
|
4.05%
|
Smid Cap Growth Fund--Class R
|
44.22%
|
1.59%
|
5.96%
|
Trend Fund—Institutional Class
|
54.89%
|
0.54%
|
(0.12)%
|
Smid Cap Growth Fund--Institutional Class
|
44.89%
|
2.11%
|
(0.16)%
|
(1)
|
Since inception returns are shown if the class existed for less than 10 years. The Trend Fund’s Class A, Class B, Class C and Institutional shares and the Smid Cap Growth Fund’s Class A shares, Class B shares, Class C and Institutional shares commenced operations more than 10 years ago. The inception date for the Trend Fund’s Class R shares and the Smid Cap Growth Fund’s Class R shares was June 2, 2003.
|
(2)
|
Total returns assume redemption of shares at end of period. The 10-year return for each Fund’s Class B shares reflects automatic conversion to Class A shares after approximately eight years. If shares were not redeemed, the returns for the Trend Fund’s Class B shares would be 53.42%, (0.46)%, and (0.97)% for the one-, five-, and 10-year periods, respectively, and the returns for the Smid Cap Growth Fund’s Class B shares would be 43.56%, 1.13%, and (1.02)% for the one-, five-, and 10-year periods, respectively.
|
(3)
|
Total returns assume redemption of shares at end of period. If shares were not redeemed, the returns for the Trend Fund’s Class C shares would be 53.52%, (0.46)%, and (1.11)% for the one-, five-, and 10-year periods, respectively, and the returns for the Smid Cap Growth Fund’s Class C shares would be 43.36%, 1.06%, and (1.17)% for the one-, five-, and 10-year periods, respectively.
|
Investment Management Fee
|
0.75% on the first $500 million;
0.70% on the next $500 million;
0.65% on the next $1.5 billion; and
0.60% on assets in excess of $2.5 billion
|
°
|
The compatibility of the Acquired Fund’s investment objective, policies, and restrictions with the investment objective, policies, and restrictions of the Acquiring Fund as a result of the Repositioning;
|
°
|
The relative size of the Acquired Fund as compared to the Acquiring Fund both before and after the Transaction;
|
°
|
The relative past and current decline in assets of the Funds and the anticipated future inability of the Acquired Fund to achieve satisfactory asset growth as analyzed by DDLP as the Fund’s distributor;
|
°
|
The relative performance of the Acquired Fund and the Acquiring Fund for the year-to-date, one, three, five and ten year periods, including performance during these periods on a risk-adjusted basis;
|
°
|
The fact that the portfolio management team is the same for both Funds;
|
°
|
The relative expense ratios of the Funds and the anticipated impact of the proposed Transaction on the expense ratios of the Acquiring Fund both before and after expense caps and fee waivers;
|
°
|
The proposal of DMC to contractually extend its waiver of its investment advisory fees and/or reimbursement of expenses for a period of one year after the Transaction in order to prevent total annual fund operating expenses (excluding certain expenses as described below) from exceeding 1.22% of the Acquiring Fund’s average daily net assets.
|
°
|
The anticipated federal income tax consequences of the Transaction with respect to each Fund and its shareholders.
|
°
|
The estimated costs of the Transaction and the extent to which the Funds would bear such costs; and
|
°
|
The potential benefits of the proposed Transaction for the shareholders of the Acquired Fund and the Acquiring Fund.
|
Line
|
|
Trend Fund (Acquired Fund) As of 12/31/2009
|
Smid Cap Growth Fund (Acquiring Fund) As of 12/31/2009 (1)
|
|
|
||
1
|
Capital Loss Carryovers (2)
|
|
|
2
|
Expiring 2017
|
($27,313,413)
|
($14,841,421)
|
3
|
Net unrealized appreciation in value of investments on a tax basis
|
$71,923,372
|
$56,318,250
|
4
|
Realized gain (loss) on a tax basis
|
($53,320,605)
|
$7,528,178
|
5
|
Post-October Losses (3)
|
($820,088)
|
|
6
|
Total Capital Loss Carryovers
|
($9,530,734)
|
n/a
|
7
|
Unrealized appreciation in investments as a percentage of net asset value [L3/L8]
|
18.7%
|
22.5%
|
8
|
Net Asset Value
|
$385,185,383
|
$250,029,207
|
9
|
Long-Term Tax-Exempt Rate (May 2010)
|
n/a
|
4.03%
|
10
|
Approximate Annual Limitation [L8xL9] (4)
|
n/a
|
$10,076,177
|
Acquired Fund
|
Acquiring Fund
|
Pro Forma Adjustments to Capitalization (1)
|
Acquiring Fund after Transaction
|
|
(unaudited)
|
(unaudited)
|
(unaudited)
|
(unaudited)
|
|
Net assets (all classes)
|
$379,320,077
|
$254,325,855
|
($101,350)
|
$633,544,582
|
Total shares outstanding
|
26,200,300
|
14,661,515
|
(3,346,113)
|
37,515,702
|
Class A net assets
|
$315,161,144
|
$239,725,260
|
($89,870)
|
$554,796,534
|
Class A shares outstanding
|
21,239,223
|
13,733,511
|
(3,182,914)
|
31,789,820
|
Class A net asset value per share
|
$14.84
|
$17.46
|
$17.45
|
|
Class B net assets
|
$14,840,821
|
$3,690,621
|
($2,718)
|
$18,528,724
|
Class B shares outstanding
|
1,224,064
|
263,799
|
(163,199)
|
1,324,664
|
Class B net asset value per share
|
$12.12
|
$13.99
|
$13.99
|
|
Class C net assets
|
$36,641,286
|
$5,621,008
|
($6,015)
|
$42,256,279
|
Class C shares outstanding
|
2,936,743
|
388,910
|
(401,415)
|
2,924,238
|
Class C net asset value per
|
$12.48
|
$14.45
|
$14.45
|
|
Class R net assets
|
$2,346,094
|
$780,741
|
($469)
|
$3,126,366
|
Class R shares outstanding
|
161,637
|
45,631
|
(24,509)
|
182,759
|
Class R net asset value per share
|
$14.51
|
$17.11
|
$17.11
|
Acquired Fund
|
Acquiring Fund
|
Pro Forma Adjustments to Capitalization (1)
|
Acquiring Fund after Transaction
|
|
(unaudited) | (unaudited) | (unaudited) | (unaudited) | |
Institutional Class net assets
|
$10,330,732
|
$4,508,225
|
($2,278)
|
$14,836,679
|
Institutional Class shares outstanding
|
638,633
|
229,664
|
(112,317)
|
755,980
|
Institutional Class net asset value per share
|
$16.18
|
$19.63
|
$19.63
|
(1)
|
Adjustments reflect the costs of the Transaction incurred by each Fund.
|
·
|
have large end market potential, dominant business models and strong free cash flow generation;
|
·
|
demonstrate operational efficiencies;
|
·
|
have planned well for capital allocation; and
|
·
|
have governance policies that tend to be favorable to shareholders.
|
·
|
management changes;
|
·
|
new products;
|
·
|
structural changes in the economy; or
|
·
|
corporate restructurings and turnaround situations.
|
Number of Shares Entitled to Vote
|
|
Class A
|
|
Class B
|
|
Class C
|
|
Class R
|
|
Institutional Class
|
|
Total
|
|
Exhibit A
|
-
|
Agreement and Plan of Reorganization between Delaware Group® Equity Funds III, on behalf of the Trend Fund, and Delaware Group Equity Funds IV, on behalf of the Smid Cap Growth Fund
|
|
Exhibit B
|
-
|
Principal Holders of Shares
|
|
1.
|
Sale and Transfer of Assets, Liquidation and Dissolution of Acquired Fund
|
|
2.
|
Valuation
|
|
3.
|
Closing and Valuation Date
|
|
4.
|
Representations and Warranties by Delaware Group Equity Funds III
|
|
6.
|
Representations and Warranties by Delaware Group Equity Funds III and Delaware Group Equity Funds IV
|
|
7.
|
Covenants of Delaware Group Equity Funds III
|
|
9.
|
Conditions Precedent to be Fulfilled by Delaware Group Equity Funds III and Delaware Group Equity Funds IV
|
|
11.
|
Termination; Waiver; Order
|
|
12.
|
Liability of Delaware Group Equity Funds IV and Delaware Group Equity Funds III
|
|
15.
|
Entire Agreement and Amendments
|
|
16.
|
Counterparts
|
|
Richard J. Salus
|
|
Senior Vice President and Chief Financial Officer
|
|
Richard J. Salus
|
|
Senior Vice President and Chief Financial Officer
|
Fund Name / Class
|
Name and Address of Account
|
Share Amount
|
Percentage
|
Delaware Smid Cap Growth Fund – Class A Shares
|
|
%
|
|
|
%
|
||
Delaware Smid Cap Growth Fund – Class B Shares
|
|
%
|
|
Delaware Smid Cap Growth Fund – Class C Shares
|
|
%
|
|
Delaware Smid Cap Growth Fund – Class R Shares
|
|
%
|
|
|
|||
Delaware Smid Cap Growth Fund – Institutional Class Shares
|
|
%
|
|
Delaware Trend Fund – Class A Shares
|
%
|
||
Delaware Trend Fund – Class B Shares
|
|
%
|
|
Delaware Trend Fund – Class C Shares
|
|||
Delaware Trend Fund – Class R Shares
|
%
|
||
%
|
|||
Delaware Trend Fund – Institutional Class Shares
|
%
|
||
%
|
Please detach at perforation before mailing.
|
PROXY PROXY
|
SPECIAL MEETING OF SHAREHOLDERS
|
DELAWARE TREND FUND
|
September 22, 2010
|
1. To approve an Agreement and Plan of Reorganization between
|
[] [] []
|
|
Delaware Group® Equity Funds III, on behalf of the Delaware Trend Fund,
|
|
and Delaware Group® Equity Funds IV, on behalf of the Delaware
|
|
Smid Cap Growth Fund, that provides for (i) the acquisition of substantially all
|
|
of the assets of the Delaware Trend Fund by the Delaware Smid Cap Growth
|
|
Fund in exchange solely for shares of the Delaware Smid Cap Growth Fund,
|
|
(ii) the pro rata distribution of such shares of the Delaware Smid Cap Growth Fund
|
|
to the shareholders of the Delaware Trend Fund, and (iii) the complete liquidation and
|
|
dissolution of the Delaware Trend Fund. Shareholders of the Delaware Trend Fund will receive
|
|
Class A, Class B, Class C, Class R or Institutional Class shares of the
|
|
Delaware Smid Cap Growth Fund, as the case may be, with an aggregate net asset
|
|
value equal to the aggregate net asset value of such shareholders'
|
|
shares in Class A, Class B, Class C, Class R or Institutional Class
|
|
shares of the Delaware Trend Fund.
|
1.
|
Prospectuses for the Trend Fund Class A, Class B, Class C, Class R and Institutional Shares dated October 28, 2009, as previously filed via EDGAR is incorporated herein by reference to Delaware Group Equity Funds III’s filing under Rule 485(b) (Accession No. 0001206774-09-001973) filed October 28, 2009 and will be mailed to any shareholder who requests this SAI.
|
|
2.
|
Supplement to the Prospectuses of the Trend Fund, as previously filed via EDGAR is incorporated herein by reference to Delaware Group Equity Funds III’s filing under Rule 497 (Accession No. 0001450789-10-000042) filed January 21, 2010 and will be mailed to any shareholder who requests this SAI.
|
|
3.
|
Supplement to the Prospectus of the Trend Fund’s Institutional Class Shares, as previously filed via EDGAR is incorporated herein by reference to Delaware Group Equity Funds III’s filing under Rule 497 (Accession No. 0001137439-10-000043) filed February 18, 2010 and will be mailed to any shareholder who requests this SAI.
|
|
4.
|
Statement of Additional Information of the Smid Cap Growth Fund and Supplement thereto, dated January 28, 2010, as previously filed via EDGAR is incorporated herein by reference to Registrant’s filing under Rule 497 (Accession No. 0001206774-10-000178) filed January 29, 2010 and will be mailed to any shareholder who requests this SAI.
|
|
5.
|
Supplement to the Statement of Additional Information of the Smid Cap Growth Fund, as previously filed via EDGAR is incorporated herein by reference to Registrant’s filing under Rule 497 (Accession number 0000910682-10-000002) filed on March 31, 2010 and will be mailed to any shareholder who requests this SAI.
|
|
6.
|
Statement of Additional Information of the Delaware Trend Fund, dated October 28, 2009, as previously filed via EDGAR is incorporated herein by reference to Delaware Group Equity Funds III’s filing under Rule 485(b) (Accession No. 0001206774-09-001973) filed October 28, 2009 and will be mailed to any shareholder who requests this SAI.
|
|
7.
|
Supplement to the Institutional Class Shares Statement of Additional Information of the Smid Cap Growth Fund and the Trend Fund, as previously filed via EDGAR is incorporated herein by reference to Delaware Group Equity Funds III’s filing under Rule 497 (Accession number 0001137439-10-000044) filed on February 18, 2010 and will be mailed to any shareholder who requests this SAI.
|
|
8.
|
Supplement to the Statement of Additional Information of the Trend Fund, as previously filed via EDGAR is incorporated herein by reference to Delaware Group Equity Funds III’s filing under Rule 497 (Accession number 0001450791-10-000061) filed on April 14, 2010 and will be mailed to any shareholder who requests this SAI.
|
|
9.
|
The audited financial statements and related report of the independent auditors included in the Annual Report of the Smid Cap Growth Fund for the fiscal year ended September 30, 2009 as previously filed via EDGAR is incorporated herein by reference to Registrant’s Form N-CSR (Accession No. 0001206774-09-002275) filed December 4, 2009 and will be mailed to any shareholder who requests this SAI. No other parts of the Annual Report are incorporated herein by reference.
|
10.
|
The unaudited financial statements included in the Semi-Annual Report of the Smid Cap Growth Fund for the period ended March 31, 2010, as previously filed via EDGAR is incorporated by reference to Registrant’s Form N-CSR (Accession No. 0001206774-10-001411) filed June 4, 2010 and will be mailed to any shareholder who requests this SAI. No other parts of the Semi-Annual Report are incorporated herein by reference.
|
11.
|
The audited financial statements and related report of the independent auditors included in the Annual Report of the Trend Fund for the fiscal year ended June 30, 2009 as previously filed via EDGAR is incorporated herein by reference to Delaware Group Equity Funds III’s Form N-CSR (Accession No. 0001206774-09-001668) filed September 2, 2009 and will be mailed to any shareholder who requests this SAI. No other parts of the Annual Report are incorporated herein by reference.
|
|
12.
|
The unaudited financial statements included in the Semi-Annual Report of the Trend Fund for the period ended December 31, 2009, as previously filed via EDGAR is incorporated by reference to Delaware Group Equity Fund III’s Form N-CSR (Accession No. 0001206774-10-00355) filed February 25, 2010 and will be mailed to any shareholder who requests this SAI. No other parts of the Semi-Annual Report are incorporated herein by reference.
|
|
13.
|
Pro Forma Financial Statements for the Reorganization of the Trend Fund into the Smid Cap Growth Fund will be mailed to any shareholder who requests this SAI.
|
Delaware Smid Cap Growth Fund
|
|||||||||||
Pro Forma Portfolio of Investments(A)
|
|||||||||||
As of March 31, 2010
|
% of Total
|
||||||||||
(Unaudited)
|
Investments
|
Delaware Smid Cap Growth Fund
|
|||||||||
(Pro Forma
|
Delaware Trend Fund
|
Delaware Smid Cap Growth Fund
|
Pro Forma Adjustments
|
|
Pro Forma Combined
|
||||||
Combined)
|
Par/Shares
|
Market Value (U.S. $)
|
Par/Shares
|
Market Value (U.S. $)
|
Par/Shares
|
Market Value (U.S. $)
|
Par/Shares
|
Market Value (U.S. $)
|
|||
Common Stock
|
81.94%
|
||||||||||
Consumer Discretionary
|
20.33%
|
||||||||||
*DineEquity
|
204,700
|
$8,097,932
|
131,400
|
$5,198,184
|
0
|
$ -
|
336,100
|
$ 13,296,116
|
|||
*Fastenal
|
283,900
|
13,624,361
|
182,300
|
8,748,577
|
466,200
|
22,372,938
|
|||||
*†Gentex
|
393,600
|
7,643,712
|
252,700
|
4,907,434
|
646,300
|
12,551,146
|
|||||
*@Interval Leisure Group
|
400,272
|
5,827,960
|
257,000
|
3,741,920
|
657,272
|
9,569,880
|
|||||
*†NetFlix
|
258,700
|
19,076,537
|
166,100
|
12,248,214
|
424,800
|
31,324,751
|
|||||
*Ritchie Bros Auctioneers
|
296,000
|
6,369,920
|
190,000
|
4,088,800
|
486,000
|
10,458,720
|
|||||
*Strayer Education
|
74,800
|
18,215,296
|
48,000
|
11,688,960
|
122,800
|
29,904,256
|
|||||
*†Weight Watchers International
|
575,200
|
14,684,856
|
369,300
|
9,428,229
|
944,500
|
24,113,085
|
|||||
93,540,574
|
60,050,318
|
0
|
153,590,892
|
||||||||
Consumer Staples
|
6.14%
|
||||||||||
*@†Peet's Coffee & Tea
|
394,061
|
15,624,518
|
264,100
|
10,471,565
|
658,161
|
26,096,083
|
|||||
*†Whole Foods Market
|
341,550
|
12,347,033
|
219,300
|
7,927,695
|
560,850
|
20,274,728
|
|||||
27,971,551
|
18,399,260
|
0
|
46,370,811
|
||||||||
Energy
|
4.56%
|
||||||||||
*†Core Laboratories
|
160,292
|
20,966,194
|
102,940
|
13,464,552
|
263,232
|
34,430,746
|
|||||
20,966,194
|
13,464,552
|
0
|
34,430,746
|
||||||||
Financial Services
|
11.81%
|
||||||||||
†Affiliated Managers Group
|
222,500
|
17,577,500
|
142,800
|
11,281,200
|
365,300
|
28,858,700
|
|||||
*†Heartland Payment Systems
|
518,054
|
9,635,804
|
341,200
|
6,346,320
|
859,254
|
15,982,124
|
|||||
†IntercontinentalExchange
|
129,600
|
14,538,528
|
83,200
|
9,333,376
|
212,800
|
23,871,904
|
|||||
optionsXpress Holdings
|
767,000
|
12,494,430
|
493,600
|
8,040,744
|
1,260,600
|
20,535,174
|
|||||
54,246,262
|
35,001,640
|
0
|
89,247,902
|
||||||||
Health Care
|
8.75%
|
||||||||||
*†ABIOMED
|
577,696
|
5,967,600
|
370,900
|
3,831,397
|
948,596
|
9,798,997
|
|||||
*†athenahealth
|
188,841
|
6,904,027
|
121,600
|
4,445,696
|
310,441
|
11,349,723
|
|||||
*†Perrigo
|
268,900
|
15,789,808
|
172,600
|
10,135,072
|
441,500
|
25,924,880
|
|||||
†Techne
|
182,300
|
11,610,687
|
117,000
|
7,451,730
|
299,300
|
19,062,417
|
|||||
40,272,122
|
25,863,895
|
0
|
66,136,017
|
||||||||
Producer Durables
|
8.97%
|
||||||||||
*C.H. Robinson worldwide
|
250,700
|
14,001,595
|
160,900
|
8,986,265
|
411,600
|
22,987,860
|
|||||
*Expeditors International of Washington
|
390,800
|
14,428,336
|
250,900
|
9,263,228
|
641,700
|
23,691,564
|
|||||
*Graco
|
395,049
|
12,641,568
|
264,300
|
8,457,600
|
659,349
|
21,099,168
|
|||||
41,071,499
|
26,707,093
|
0
|
67,778,592
|
||||||||
Technology
|
17.84%
|
||||||||||
*†Blackbaud
|
471,351
|
11,873,332
|
316,100
|
7,962,559
|
787,451
|
19,835,891
|
|||||
*†SBA Communications Class A
|
495,800
|
17,883,506
|
318,300
|
11,481,081
|
814,100
|
29,364,587
|
|||||
*†Sybase
|
163,800
|
7,636,356
|
97,200
|
4,531,464
|
261,000
|
12,167,820
|
|||||
†Teradata
|
449,500
|
12,986,055
|
288,600
|
8,337,654
|
738,100
|
21,323,709
|
|||||
*†VeriFone Holdings
|
688,400
|
13,912,564
|
461,400
|
9,324,894
|
1,149,800
|
23,237,458
|
|||||
*†VeriSign
|
674,700
|
17,548,947
|
433,100
|
11,264,931
|
1,107,800
|
28,813,878
|
|||||
81,840,760
|
52,902,583
|
0
|
134,743,343
|
||||||||
Utilities
|
3.53%
|
||||||||||
*†j2 Global Communications
|
683,577
|
15,995,702
|
456,900
|
10,691,460
|
1,140,477
|
26,687,162
|
|||||
15,995,702
|
10,691,460
|
0
|
26,687,162
|
||||||||
Total Common Stock
|
375,904,664
|
243,080,801
|
0
|
618,985,465
|
|||||||
≠Discount Note
|
2.58%
|
||||||||||
Federal Home Loan Bank
|
|||||||||||
0.001% 4/1/10
|
$9,278,052
|
9,278,052
|
$4,903,229
|
4,903,229
|
$14,181,281
|
14,181,281
|
|||||
0.01% 4/5/10
|
3,479,270
|
3,479,266
|
1,838,711
|
1,838,709
|
5,317,981
|
5,317,975
|
|||||
Total Discount Note
|
12,757,318
|
6,741,938
|
0
|
19,499,256
|
|||||||
U.S. Treasury Obligations
|
0.21%
|
||||||||||
U.S. Treasury Bill
|
|||||||||||
0.10% 4/15/10
|
579,878
|
579,845
|
306,452
|
306,435
|
886,330
|
886,280
|
|||||
0.12% 4/22/10
|
463,903
|
463,865
|
245,161
|
245,141
|
709,064
|
709,006
|
|||||
Total U.S. Treasury Obligations
|
1,043,710
|
551,576
|
0
|
1,595,286
|
|||||||
Total Value of Securities Before Securities Lending Collateral
|
84.73%
|
389,705,692
|
250,374,315
|
-
|
640,080,007
|
||||||
Securities Lending Collateral**
|
15.27%
|
||||||||||
Investment Companies
|
|||||||||||
BNY Mellon Securities Lending Overnight Fund
|
74,218,724
|
74,218,724
|
29,456,139
|
29,456,139
|
103,674,863
|
103,674,863
|
|||||
BNY Mellon SL DB II Liquidating Fund
|
7,826,895
|
7,748,625
|
3,882,021
|
3,843,201
|
11,708,916
|
11,591,826
|
|||||
†@Mellon GSL Reinvestment Trust II
|
875,601
|
37,213
|
627,630
|
26,674
|
1,503,231
|
63,887
|
|||||
Total Securities Lending Collateral©
|
82,004,562
|
33,326,014
|
0
|
115,330,576
|
|||||||
Total Value of Securities
|
100.00%
|
$ 471,710,254
|
$ 283,700,329
|
$ -
|
$ 755,410,583
|
||||||
Total Investments at Cost
|
$ 440,892,924
|
$ 265,963,014
|
$ -
|
$ 706,855,938
|
†Non income producing security.
|
|||||||||||
*Fully or partially on loan.
|
|||||||||||
**See Note 6 in "Pro forma notes to financial statements."
|
|||||||||||
≠The rate shown is the effective yield at the time of purchase.
|
|||||||||||
@Illiquid security. At March 31, 2010, the aggregate amount of illiquid securities was $35,729,850 which represented 5.64% of the Fund’s net assets. See Note 7 in “Pro forma notes to financial statements.”
|
|||||||||||
©Includes $119,847,818 of securities loaned.
|
|||||||||||
See Pro Forma Notes to Financial Statements
|
Delaware Smid Cap Growth Fund
|
||||||||
PRO FORMA COMBINED
|
||||||||
Statement of Assets and Liabilities
|
||||||||
As of March 31, 2010
|
||||||||
(Unaudited)
|
||||||||
Delaware Smid Cap Growth Fund
|
||||||||
Pro Forma
|
Pro Forma
|
|||||||
Delaware Trend Fund
|
Delaware Smid Cap Growth Fund
|
Adjustments
|
Combined
|
|||||
Assets
|
||||||||
Investments, at value
|
$ 389,705,692
|
$ 250,374,315
|
$ -
|
$ 640,080,007
|
||||
Cash
|
2,726,713
|
1,346,559
|
-
|
4,073,272
|
||||
Short-term investments held as collateral for loaned securities
|
82,004,562
|
33,326,014
|
115,330,576
|
|||||
Receivable for securities sold
|
6,042,058
|
3,878,943
|
9,921,001
|
|||||
Dividends receivable
|
163,335
|
104,853
|
268,188
|
|||||
Securities lending income receivable
|
73,598
|
33,850
|
107,448
|
|||||
Receivable for fund shares sold
|
143,756
|
19,072
|
162,828
|
|||||
Other assets
|
38,446
|
503
|
38,949
|
|||||
Total Assets
|
480,898,160
|
289,084,109
|
-
|
769,982,269
|
||||
Liabilities
|
||||||||
Payable for securities purchased
|
387,022
|
155,936
|
542,958
|
|||||
Obligation to return securities lending collateral
|
82,921,220
|
33,965,790
|
116,887,010
|
|||||
Payable for fund shares purchased
|
17,610,452
|
229,165
|
17,839,617
|
|||||
Due to manager and affiliates
|
451,462
|
276,027
|
727,489
|
|||||
Other accrued expenses
|
207,927
|
131,336
|
339,263
|
|||||
Transaction costs payable
|
-
|
-
|
101,350
|
*
|
101,350
|
|||
Total Liabilities
|
101,578,083
|
34,758,254
|
101,350
|
136,437,687
|
||||
Total net assets
|
$ 379,320,077
|
$ 254,325,855
|
$ (101,350)
|
$ 633,544,582
|
||||
Investment at Cost
|
$ 440,892,924
|
$ 265,963,014
|
$ -
|
$ 706,855,938
|
||||
Components of Net Assets
|
||||||||
Shares of beneficial interest
|
||||||||
(unlimited authorization - no par)
|
$ 364,502,303
|
$ 230,468,151
|
$ -
|
$ 594,970,454
|
||||
Accumulated net investment loss
|
-
|
-
|
(101,350)
|
*
|
(101,350)
|
|||
Accumulated net realized gain on investments
|
(16,000,557)
|
6,120,389
|
(9,880,168)
|
|||||
Net unrealized appreciation of investments
|
30,818,331
|
17,737,315
|
48,555,646
|
|||||
Net Assets
|
$ 379,320,077
|
$ 254,325,855
|
$ (101,350)
|
$ 633,544,582
|
||||
* Adjustment reflects the costs of the transaction to be incurred by the Funds.
|
||||||||
Shares Outstanding
|
26,200,300
|
14,661,515
|
(3,346,113)
|
37,515,702
|
||||
Class A Shares
|
21,239,223
|
13,733,511
|
(3,182,914)
|
31,789,820
|
||||
Class B Shares
|
1,224,064
|
263,799
|
(163,199)
|
1,324,664
|
||||
Class C Shares
|
2,936,743
|
388,910
|
(401,415)
|
2,924,238
|
||||
Class R Shares
|
161,637
|
45,631
|
(24,509)
|
182,759
|
||||
Institutional Shares
|
638,633
|
229,664
|
(112,317)
|
755,980
|
||||
Net Assets:
|
||||||||
Class A Shares
|
$ 315,161,144
|
$ 239,725,260
|
$ (89,870)
|
$ 554,796,534
|
||||
Class B Shares
|
14,840,821
|
3,690,621
|
(2,718)
|
18,528,724
|
||||
Class C Shares
|
36,641,286
|
5,621,008
|
(6,015)
|
42,256,279
|
||||
Class R Shares
|
2,346,094
|
780,741
|
(469)
|
3,126,366
|
||||
Institutional Shares
|
10,330,732
|
4,508,225
|
(2,278)
|
14,836,679
|
||||
Net asset value per share:
|
||||||||
|
||||||||
Class A Shares
|
$14.84
|
$17.46
|
$17.45
|
|||||
Class B Shares
|
$12.12
|
$13.99
|
$13.99
|
|||||
Class C Shares
|
$12.48
|
$14.45
|
$14.45
|
|||||
Class R Shares
|
$14.51
|
$17.11
|
$17.11
|
|||||
Institutional Shares
|
$16.18
|
$19.63
|
$19.63
|
|||||
Offering price per share:
|
||||||||
Class A Shares
|
$15.75
|
$18.53
|
$18.51
|
|||||
See Pro Forma Notes to Financial Statements
|
||||||||
Delaware Smid Cap Growth Fund
|
||||||||
PRO FORMA COMBINED
|
||||||||
Statement of Operations
|
||||||||
For the Twelve Months Ended March 31, 2010
|
||||||||
(Unaudited)
|
||||||||
Pro Forma
|
Delaware Smid Cap Growth Fund
|
|||||||
Delaware Trend Fund
|
Delaware Smid Cap Growth Fund
|
Adjustments
|
Pro Forma Combined
|
|||||
Investment Income:
|
||||||||
Dividends
|
$ 1,510,109
|
$ 1,898,504
|
$ -
|
$ 3,408,613
|
||||
Securities lending income
|
447,412
|
181,854
|
629,266
|
|||||
Interest
|
5,419
|
3,590
|
-
|
9,009
|
||||
Foreign tax withheld
|
(9,184)
|
(10,063)
|
(19,248)
|
|||||
Total investment income
|
1,953,756
|
2,073,885
|
-
|
4,027,640
|
||||
Expenses:
|
|
|||||||
Management fees
|
2,637,657
|
1,731,006
|
(32,914)
|
A
|
4,335,749
|
|||
Dividend disbursing and transfer agent fees and expenses
|
1,405,700
|
976,361
|
2,382,061
|
|||||
Distribution expenses - Class A
|
809,582
|
648,545
|
1,458,127
|
|||||
Distribution expenses - Class B
|
165,245
|
39,509
|
204,754
|
|||||
Distribution expenses - Class C
|
327,983
|
52,658
|
380,641
|
|||||
Distribution expenses - Class R
|
13,140
|
4,680
|
17,820
|
|||||
Accounting and administration expenses
|
140,480
|
87,394
|
227,874
|
|||||
Reports and statements to shareholders
|
94,114
|
63,848
|
(23,618)
|
B
|
134,344
|
|||
Registration fees
|
56,453
|
69,816
|
(56,453)
|
B
|
69,816
|
|||
Legal fees
|
52,958
|
82,517
|
(12,000)
|
B
|
123,475
|
|||
Audit and tax
|
31,321
|
24,848
|
(10,950)
|
B
|
45,219
|
|||
Trustees' fees
|
22,071
|
14,431
|
36,502
|
|||||
Custodian fees
|
9,427
|
4,409
|
(2,873)
|
B
|
10,963
|
|||
Insurance fees
|
9,090
|
6,399
|
15,489
|
|||||
Dues and services
|
4,270
|
2,568
|
(1,551)
|
B
|
5,287
|
|||
Consulting fees
|
3,666
|
2,507
|
6,173
|
|||||
Pricing fees
|
2,888
|
2,751
|
(2,814)
|
B
|
2,825
|
|||
Trustees' expenses
|
1,347
|
991
|
2,338
|
|||||
5,787,392
|
3,815,238
|
(143,173)
|
9,459,457
|
|||||
Less expenses absorbed or waived
|
-
|
C
|
(250,853)
|
C
|
(28,633)
|
D
|
(279,486)
|
|
Less waived distribution expenses - Class R
|
(2,190)
|
(779)
|
(2,969)
|
|||||
Total expenses
|
5,785,202
|
3,563,606
|
(171,806)
|
9,177,002
|
||||
Net Investment Loss
|
(3,831,446)
|
(1,489,721)
|
171,806
|
(5,149,362)
|
||||
Net Realized and Unrealized Gain (Loss) on Investments and Foreign Currencies:
|
||||||||
Net realized gain on investments
|
80,753,975
|
53,384,168
|
-
|
134,138,143
|
||||
Net realized loss on foreign currencies
|
(3,606)
|
-
|
-
|
(3,606)
|
||||
Net realized loss
|
80,750,369
|
53,384,168
|
-
|
134,134,537
|
||||
Net change in unrealized appreciation/(depreciation)
|
||||||||
of investments
|
145,849,149
|
39,347,296
|
-
|
185,196,445
|
||||
Net Realized and Unrealized Gain on Investments and Foreign Currencies
|
226,599,518
|
92,731,464
|
-
|
319,330,982
|
||||
Net Increase in Net Assets Resulting from Operations
|
$ 222,768,072
|
$ 91,241,743
|
$ 171,806
|
$ 314,181,620
|
||||
A Decrease due to the impact of lower break point levels being implemented by merging the Funds.
|
||||||||
BDecrease to reflect appropriate expense levels by merging the Funds.
|
||||||||
CThe expense waiver was decreased from historical levels due to the expense limitation change effective November 1, 2009 and January 28, 2010, respectively.
|
||||||||
D In addition to the fee waiver/fee reimbursement currently in place for the Delaware Smid Cap Growth Fund (Fund) through January 28, 2011, DMC has contractually agreed to cap (Expense Cap) the net expenses
|
||||||||
of the combined Fund for at least one year after the closing date of the Transaction in order to ensure that the combined Fund's total annual operating expenses, (excluding any 12b-1 plan expenses, taxes, interest,
|
||||||||
inverse floater program expenses, brokerage fees, certain insurance costs and non-routine expenses or costs including, but not limited to, those relating to reorganizations, litigation, conducting shareholder
|
||||||||
meetings, and liquidations (collectively "non-routine expenses")) do not exceed, in an aggregate amount, 1.22% of the average daily net assets of the combined Fund. For purposes of this waiver and
|
||||||||
reimbursement, non-routine expenses may also include such additional costs and expenses, as may be agreed upon from time to time by the Fund's Board and DMC.
|
||||||||
See Pro Forma Notes to Financial Statements
|
Item 15.
|
Indemnification. Article VII, Section 2 (November 15, 2006) to the Agreement and Declaration of Trust incorporated into this filing by reference to Post-Effective Amendment No. 38 filed July 6, 2007. Article VI of the Amended and Restated By-Laws (November 16, 2006) incorporated into this filing by reference to Post-Effective Amendment No. 38 filed July 6, 2007.
|
Item 16.
|
Exhibits. The following exhibits are incorporated by reference to the Registrant’s previously filed registration statements on Form N-1A indicated below, except as noted:
|
|
(1)
|
Copies of the charter of the Registrant as now in effect;
|
|
(a)
|
Executed Agreement and Declaration of Trust (December 17, 1998) incorporated into this filing by reference to Post-Effective Amendment No. 25 filed October 18, 1999.
|
|
(i)
|
Executed Certificate of Amendment (November 15, 2006) to the Agreement and Declaration of Trust incorporated into this filing by reference to Post-Effective Amendment No. 38 filed July 6, 2007.
|
|
(ii)
|
Executed Certificate of Amendment (February 26, 2009) to the Agreement and Declaration of Trust incorporated into this filing by reference to Post-Effective Amendment No. 42 filed November 25, 2009.
|
|
(iii)
|
Executed Certificate of Amendment (August 18, 2009) to the Agreement and Declaration of Trust incorporated into this filing by reference to Post-Effective Amendment No. 42 filed November 25, 2009.
|
|
(b)
|
Executed Certificate of Trust (December 17, 1998) incorporated into this filing by reference to Post-Effective Amendment No. 25 filed October 18, 1999.
|
|
(2)
|
Copies of the existing bylaws or corresponding instruments of the Registrant;
|
|
(a)
|
Amended and Restated By-Laws (November 16, 2006) incorporated into this filing by reference to Post-Effective Amendment No. 38 filed July 6, 2007.
|
|
(3)
|
Copies of any voting trust agreement affecting more than 5 percent of any class of equity securities of the Registrant;
|
|
(4)
|
Copies of the agreement of acquisition, reorganization, merger, liquidation and any amendments to it;
|
|
(a)
|
Form of Agreement and Plan of Reorganization by and between Delaware Group Equity Funds III, on behalf of its series, Delaware Trend Fund, and Delaware Group Equity Funds IV, on behalf of its series, Delaware Smid Cap Growth Fund, is filed herewith as Exhibit A to the Proxy Statement/Prospectus.
|
|
(5)
|
Copies of all instruments defining the rights of holders of the securities being registered, including copies, where applicable, of the relevant portion of the articles of incorporation or by-laws of the Registrant;
|
|
(a)
|
Agreement and Declaration of Trust. Articles III, IV, V and VI of the Agreement and Declaration of Trust (December 17, 1998) incorporated into this filing by reference to Post-Effective Amendment No. 25 filed October 18, 1999.
|
|
(b)
|
By-Laws. Article II of the Amended and Restated By-Laws (November 16, 2006) incorporated into this filing by reference to Post-Effective Amendment No. 38 filed July 6, 2007.
|
|
(6)
|
Copies of all investment advisory contracts relating to the management of the assets of the Registrant;
|
|
(a)
|
Executed Investment Management Agreement (January 4, 2010) between Delaware Management Company (a series of Delaware Management Business Trust) and the Registrant, on behalf of each Fund, incorporated into this filing by reference to Post-Effective Amendment No. 43 filed January 28, 2010.
|
|
(b)
|
Executed Investment Advisory Expense Limitation Letter (January 28, 2010) between Delaware Management Company (a series of Delaware Management Business Trust) and the Registrant on behalf of each Fund, incorporated into this filing by reference to Post-Effective Amendment No. 43 filed January 28, 2010.
|
|
(7)
|
Copies of each underwriting or distribution contract between the Registrant and a principal underwriter, and specimens or copies of all agreements between principal underwriters and dealers;
|
|
(a)
|
Distribution Agreements.
|
|
(i)
|
Executed Distribution Agreement (May 15, 2003) between Delaware Distributors, L.P. and the Registrant incorporated into this filing by reference to Post-Effective Amendment No. 32 filed November 26, 2003.
|
|
(ii)
|
Amended Schedule I (September 24, 2007) to the Distribution Agreement incorporated into this filing by reference to Post-Effective Amendment No. 39 filed September 24, 2007.
|
|
(iii)
|
Executed Distribution Expense Limitation Letter (January 28, 2010) between Delaware Distributors, L.P. and the Registrant, incorporated into this filing by reference to Post-Effective Amendment No. 43 filed January 28, 2010.
|
|
(b)
|
Dealer’s Agreement (January 2001) incorporated into this filing by reference to Post-Effective Amendment No. 30 filed November 27, 2002.
|
|
(c)
|
Vision Mutual Fund Gateway® Agreement (November 2000) incorporated into this filing by reference to Post-Effective Amendment No. 30 filed November 27, 2002.
|
|
(d)
|
Registered Investment Advisers Agreement (January 2001) incorporated into this filing by reference to Post-Effective Amendment No. 30 filed November 27, 2002.
|
|
(e)
|
Bank/Trust Agreement (August 2004) incorporated into this filing by reference to Post-Effective Amendment No. 36 filed January 24, 2006.
|
|
(8)
|
Copies of all bonus, profit sharing, pension or other similar contracts or arrangements wholly or partly for the benefit of directors or officers of the Registrant in their capacity as such. Furnish a reasonably detailed description of any plan that is not set forth in a formal document;
|
|
(9)
|
Copies of all custodian agreements and depository contracts under Section 17(f) of the Investment Company Act of 1940, as amended (the “1940 Act”), for securities and similar investments of the Registrant, including the schedule of remuneration;
|
|
(a)
|
Executed Mutual Fund Custody and Services Agreement (July 20, 2007) between The Bank of New York Mellon (formerly, Mellon Bank, N.A.) and the Registrant incorporated into this filing by reference to Post-Effective Amendment No. 41 filed January 27, 2009.
|
|
(b)
|
Executed Securities Lending Authorization (July 20, 2007) between The Bank of New York Mellon (formerly, Mellon Bank, N.A.) and the Registrant incorporated into this filing by reference to Post-Effective Amendment No. 40 filed January 28, 2008.
|
|
(i)
|
Executed Amendment (September 22, 2009) to the Securities Lending Authorization Agreement, incorporated into this filing by reference to Post-Effective Amendment No. 43 filed January 28, 2010.
|
|
(ii)
|
Executed Amendment No. 2 (January 1, 2010) to the Securities Lending Authorization Agreement attached as Exhibit No. EX-99.9.b.ii.
|
|
(10)
|
Copies of any plan entered into by Registrant pursuant to Rule 12b-1 under the 1940 Act and any agreements with any person relating to implementation of the plan, and copies of any plan entered into by Registrant pursuant to Rule 18f-3 under the 1940 Act, any agreement with any person relating to implementation of the plan, any amendment to the plan, and a copy of the portion of the minutes of the meeting of the Registrant’s trustees describing any action taken to revoke the plan;
|
|
(a)
|
Plan under Rule 12b-1 for Delaware Growth Opportunities Fund Class A (April 19, 2001) incorporated into this filing by reference to Post-Effective Amendment No. 29 filed November 29, 2001.
|
|
(b)
|
Plan under Rule 12b-1 for Delaware Growth Opportunities Fund Class B (April 19, 2001) incorporated into this filing by reference to Post-Effective Amendment No. 29 filed November 29, 2001.
|
|
(c)
|
Plan under Rule 12b-1 for Delaware Growth Opportunities Fund Class C (April 19, 2001) incorporated into this filing by reference to Post-Effective Amendment No. 29 filed November 29, 2001.
|
|
(d)
|
Plan under Rule 12b-1 for Delaware Global Real Estate Securities Fund Class A (August 15, 2007) incorporated into this filing by reference to Post-Effective Amendment No. 39 filed September 24, 2007.
|
|
(e)
|
Plan under Rule 12b-1 for Delaware Global Real Estate Securities Fund Class C (August 15, 2007) incorporated into this filing by reference to Post-Effective Amendment No. 39 filed September 24, 2007.
|
|
(f)
|
Plan under Rule 12b-1 for Delaware Healthcare Fund Class A (August 15, 2007) incorporated into this filing by reference to Post-Effective Amendment No. 39 filed September 24, 2007.
|
|
(g)
|
Plan under Rule 12b-1 for Delaware Healthcare Fund Class C (August 15, 2007) incorporated into this filing by reference to Post-Effective Amendment No. 39 filed September 24, 2007.
|
|
(h)
|
Plan under Rule 12b-1 for Class R (May 1, 2003) incorporated into this filing by reference to Post-Effective Amendment No. 31 filed May 7, 2003.
|
|
(i)
|
Plan under Rule 18f-3 (February 18, 2010) attached as Exhibit No. EX-99.10.i.
|
|
(11)
|
An opinion and consent of counsel as to the legality of the securities being registered, indicating whether they will, when sold, be legally issued, fully paid and nonassessable;
|
|
(a)
|
Opinion and Consent of Counsel (June 4, 2010) relating to the Registrant attached as Exhibit No. EX-99.11.a.
|
|
(12)
|
An opinion, and consent to their use, of counsel or, in lieu of an opinion, a copy of the revenue ruling from the Internal Revenue Service, supporting the tax matters and consequences to shareholders discussed in the prospectus;
|
|
(a)
|
Form of Opinion and Consent of Counsel with respect to certain tax consequences relating to the Plan of Reorganization attached as Exhibit No. EX-99.12.a.
|
|
(13)
|
Copies of all material contracts of the Registrant not made in the ordinary course of business which are to be performed in whole or in part on or after the date of filing the registration statement;
|
|
(a)
|
Executed Shareholder Services Agreement (April 19, 2001) between Delaware Service Company, Inc. and the Registrant incorporated into this filing by reference to Post-Effective Amendment No. 29 filed November 29, 2001.
|
|
(i)
|
Executed Letter Amendment (August 23, 2002) to the Shareholder Services Agreement incorporated into this filing by reference to Post-Effective Amendment No. 32 filed November 26, 2003.
|
|
(ii)
|
Executed Schedule A (effective as of September 28, 2007) to the Shareholder Services Agreement incorporated into this filing by reference to Post-Effective Amendment No. 39 filed September 24, 2007.
|
|
(iii)
|
Executed Schedule B (June 1, 2009) to the Shareholder Services Agreement incorporated into this filing by reference to Post-Effective Amendment No. 42 filed November 25, 2009.
|
|
(b)
|
Executed Fund Accounting and Financial Administration Services Agreement (October 1, 2007) between The Bank of New York Mellon (formerly, Mellon Bank, N.A.) and the Registrant incorporated into this filing by reference to Post-Effective Amendment No. 40 filed January 28, 2008.
|
|
(c)
|
Executed Fund Accounting and Financial Administration Oversight Agreement (October 1, 2007) between Delaware Service Company, Inc. and the Registrant incorporated into this filing by reference to Post-Effective Amendment No. 40 filed January 28, 2008.
|
|
(i)
|
Amendment No. 4 (October 23, 2009) to Schedule A to Fund Accounting and Financial Administration Oversight Agreement incorporated into this filing by reference to Post-Effective Amendment No. 42 filed November 25, 2009.
|
|
(14)
|
Copies of any other opinions, appraisals or rulings, and consents to their use, relied on in preparing the registration statement and required by Section 7 of the 1933 Act;
|
|
(a)
|
Consent of Independent Registered Public Accounting Firm (June 2, 2010) attached as Exhibit No. EX-14.a.
|
|
(15)
|
All financial statements omitted pursuant to Item 14(a)(1);
|
|
(16)
|
Manually signed copies of any power of attorney pursuant to which the name of any person has been signed by the registration statement; and
|
|
(a)
|
Powers of Attorney (May 20, 2010) attached as Exhibit No. EX-99.16.a.
|
|
(17)
|
Any additional exhibits which the Registrant may wish to file.
|
|
(a)
|
Code of Ethics for the Delaware Investments Family of Funds (February 2010) attached as Exhibit No. EX-99.17.a.
|
|
(b)
|
Code of Ethics for Delaware Investments (Delaware Management Company, a series of Delaware Management Business Trust, and Delaware Distributors, L.P.) (February 2010) attached as Exhibit No. EX-99.17.b.
|
|
(c)
|
Code of Ethics for Macquarie Capital Investment Management LLC (April 2009) attached as Exhibit No. EX-99.17.c.
|
|
(1)
|
The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
|
|
(2)
|
The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
|
|
(3)
|
The undersigned Registrant agrees to file by Post-Effective Amendment the opinion and consent of counsel regarding the tax consequences of the proposed reorganization required by Item 16(12) of Form N-14 within a reasonable time after receipt of such opinion.
|
|
DELAWARE GROUP EQUITY FUNDS IV
|
|
|
By: /s/ Patrick P. Coyne
|
|
Patrick P. Coyne
|
|
Chairman/President/Chief Executive Officer
|
Signature
|
Title
|
Date
|
/s/ Patrick P. Coyne
Patrick P. Coyne
|
Chairman/President/Chief Executive Officer
(Principal Executive Officer) and Trustee
|
June 4, 2010
|
Thomas L. Bennett *
Thomas L. Bennett
|
Trustee
|
June 4, 2010
|
John A. Fry *
John A. Fry
|
Trustee
|
June 4, 2010
|
Anthony D. Knerr *
Anthony D. Knerr
|
Trustee
|
June 4, 2010
|
Lucinda S. Landreth *
Lucinda S. Landreth
|
Trustee
|
June 4, 2010
|
Ann R. Leven *
Ann R. Leven
|
Trustee
|
June 4, 2010
|
Thomas F. Madison *
Thomas F. Madison
|
Trustee
|
June 4, 2010
|
Janet L. Yeomans *
Janet L. Yeomans
|
Trustee
|
June 4, 2010
|
J. Richard Zecher *
J. Richard Zecher
|
Trustee
|
June 4, 2010
|
/s/ Richard Salus
Richard Salus
|
Senior Vice President/Chief Financial Officer
(Principal Financial Officer)
|
June 4, 2010
|
*By: /s/ Richard Salus
Richard Salus
as Attorney-in-Fact for
each of the persons indicated
(Pursuant to Powers of Attorney filed herewith)
|
EX-99.9.b.ii
|
Executed Amendment No. 2 (January 1, 2010) to the Securities Lending Authorization Agreement
|
EX-99.11.a
|
Opinion and Consent of Counsel (June 4, 2010) relating to the Registrant
|
EX-99.12.a
|
Form of Opinion and Consent of Counsel with respect to certain tax consequences relating to the Plan of Reorganization
|
EX-99.14.a
|
Consent of Independent Registered Public Accounting Firm (June 2, 2010)
|
EX-99.17.a
|
Code of Ethics for the Delaware Investments Family of Funds (February 2010)
|
EX-99.17.b
|
Code of Ethics for Delaware Investments (Delaware Management Company, a series of Delaware Management Business Trust, and Delaware Distributors, L.P.) (February 2010)
|
EX-99.17.c
|
Code of Ethics for Macquarie Capital Investment Management LLC (April 2009)
|
|
(i)
|
transfer agency and other recordkeeping costs;
|
|
(ii)
|
Securities and Exchange Commission and blue sky registration or qualification fees;
|
|
(iii)
|
printing and postage expenses related to printing and distributing class-specific materials, such as shareholder reports, prospectuses and proxies to current shareholders of a particular class or to regulatory authorities with respect to such class of shares;
|
|
(iv)
|
audit or accounting fees or expenses relating solely to such class;
|
|
(v)
|
the expenses of administrative personnel and services as required to support the shareholders of such class;
|
|
(vi)
|
litigation or other legal expenses relating solely to such class of shares;
|
|
(vii)
|
Trustees' fees and expenses incurred as a result of issues relating solely to such class of shares; and
|
|
(viii)
|
other expenses subsequently identified and determined to be properly allocated to such class of shares.
|
Fund/Class
|
Maximum Annual Distribution Fee (as
a percentage of average daily net
assets of class)
|
Maximum Annual Shareholder Servicing fee (as a percentage of average daily net assets of class)
|
Years
To
Conversion
|
Delaware Group® Equity Funds I
|
|||
Delaware Mid Cap Value Fund
|
|||
Class A
|
.30%
|
N/A
|
N/A
|
Class C
|
.75%
|
.25%
|
N/A
|
Class R
|
.60%
|
N/A
|
N/A
|
Institutional Class
|
N/A
|
N/A
|
N/A
|
Delaware Group® Equity Funds II
|
|||
Delaware Large Cap Value Fund
|
|||
Class A
|
.30%
|
N/A
|
N/A
|
Class B
|
.75%
|
.25%
|
8
|
Class C
|
.75%
|
.25%
|
N/A
|
Class R
|
.60%
|
N/A
|
N/A
|
Institutional Class
|
N/A
|
N/A
|
N/A
|
Delaware Value® Fund
|
|||
Class A
|
.30%
|
N/A
|
N/A
|
Class B
|
.75%
|
.25%
|
8
|
Class C
|
.75%
|
.25%
|
N/A
|
Class R
|
.60%
|
N/A
|
N/A
|
Institutional Class
|
N/A
|
N/A
|
N/A
|
Delaware Group® Equity Funds III
|
|||
Delaware American Services Fund
|
|||
Class A
|
.30%
|
N/A
|
N/A
|
Class B
|
.75%
|
.25%
|
8
|
Class C
|
.75%
|
.25%
|
N/A
|
Class R
|
.60%
|
N/A
|
N/A
|
Institutional Class
|
N/A
|
N/A
|
N/A
|
Delaware Small Cap Growth Fund
|
|||
Class A
|
.30%
|
N/A
|
N/A
|
Class B
|
.75%
|
.25%
|
8
|
Class C
|
.75%
|
.25%
|
N/A
|
Class R
|
.60%
|
N/A
|
N/A
|
Institutional Class
|
N/A
|
N/A
|
N/A
|
Delaware Trend® Fund
|
|||
Class A
|
.30%
|
N/A
|
N/A
|
Class B
|
.75%
|
.25%
|
8
|
Class C
|
.75%
|
.25%
|
N/A
|
Class R
|
.60%
|
N/A
|
N/A
|
Institutional Class
|
N/A
|
N/A
|
N/A
|
Fund/Class
|
Maximum Annual Distribution Fee (as
a percentage of average daily net
assets of class)
|
Maximum Annual Shareholder Servicing fee (as a percentage of average daily net assets of class)
|
Years
To
Conversion
|
Delaware Group® Equity Funds IV
|
|||
Delaware Growth Opportunities Fund
|
|||
Class A
|
.30%
|
N/A
|
N/A
|
Class B
|
.75%
|
.25%
|
8
|
Class C
|
.75%
|
.25%
|
N/A
|
Class R
|
.60%
|
N/A
|
N/A
|
Institutional Class
|
N/A
|
N/A
|
N/A
|
Delaware Global Real Estate Securities Fund
|
|||
Class A
|
.30%
|
N/A
|
N/A
|
Class C
|
.75%
|
.25%
|
N/A
|
Class R
|
.60%
|
N/A
|
N/A
|
Institutional Class
|
N/A
|
N/A
|
N/A
|
Delaware Healthcare Fund
|
|||
Class A
|
.30%
|
N/A
|
N/A
|
Class C
|
.75%
|
.25%
|
N/A
|
Class R
|
.60%
|
N/A
|
N/A
|
Institutional Class
|
N/A
|
N/A
|
N/A
|
Delaware Group® Equity Funds V
|
|||
Delaware Dividend Income Fund
|
|||
Class A
|
.30%
|
N/A
|
N/A
|
Class B
|
.75%
|
.25%
|
8
|
Class C
|
.75%
|
.25%
|
N/A
|
Class R
|
.60%
|
N/A
|
N/A
|
Institutional Class
|
N/A
|
N/A
|
N/A
|
Delaware Small Cap Core Fund
|
|||
Class A
|
.30%
|
N/A
|
N/A
|
Class C
|
.75%
|
.25%
|
N/A
|
Class R
|
.60%
|
N/A
|
N/A
|
Institutional Class
|
N/A
|
N/A
|
N/A
|
Delaware Small Cap Value Fund
|
|||
Class A
|
.30%
|
N/A
|
N/A
|
Class B
|
.75%
|
.25%
|
8
|
Class C
|
.75%
|
.25%
|
N/A
|
Class R
|
.60%
|
N/A
|
N/A
|
Institutional Class
|
N/A
|
N/A
|
N/A
|
Fund/Class
|
Maximum Annual Distribution Fee (as
a percentage of average daily net
assets of class)
|
Maximum Annual Shareholder Servicing fee (as a percentage of average daily net assets of class)
|
Years
To
Conversion
|
Delaware Group® Income Funds
|
|||
Delaware Corporate Bond Fund
|
|||
Class A
|
.30%
|
N/A
|
N/A
|
Class B
|
.75%
|
.25%
|
8
|
Class C
|
.75%
|
.25%
|
N/A
|
Class R
|
.60%
|
N/A
|
N/A
|
Institutional Class
|
N/A
|
N/A
|
N/A
|
Delaware Extended Duration Bond Fund
|
|||
Class A
|
.30%
|
N/A
|
N/A
|
Class B
|
.75%
|
.25%
|
8
|
Class C
|
.75%
|
.25%
|
N/A
|
Class R
|
.60%
|
N/A
|
N/A
|
Institutional Class
|
N/A
|
N/A
|
N/A
|
Delaware High-Yield Opportunities Fund
|
|||
Class A
|
.30%
|
N/A
|
N/A
|
Class B
|
.75%
|
.25%
|
8
|
Class C
|
.75%
|
.25%
|
N/A
|
Class R
|
.60%
|
N/A
|
N/A
|
Institutional Class
|
N/A
|
N/A
|
N/A
|
Delaware Core Bond Fund
|
|||
Class A
|
.30%
|
N/A
|
N/A
|
Class C
|
.75%
|
.25%
|
N/A
|
Class R
|
.60%
|
N/A
|
N/A
|
Institutional Class
|
N/A
|
N/A
|
N/A
|
Delaware Dividend Floating Rate Fund
|
|||
Class A
|
.30%
|
N/A
|
N/A
|
Class C
|
.75%
|
.25%
|
N/A
|
Class R
|
.60%
|
N/A
|
N/A
|
Institutional Class
|
N/A
|
N/A
|
N/A
|
Delaware Group® Limited Term Government Funds
|
|||
Delaware Limited-Term Diversified Income Fund
(formerly Delaware Limited-Term Government Fund)
|
|||
Class A
|
.30%
|
N/A
|
N/A
|
Class B
|
.75%
|
.25%
|
5
|
Class C
|
.75%
|
.25%
|
N/A
|
Class R
|
.60%
|
N/A
|
N/A
|
Institutional Class
|
N/A
|
N/A
|
N/A
|
Delaware Group® Government Fund
|
|||
Delaware Core Plus Bond Fund
(formerly Delaware American Government Bond Fund)
|
|||
Class A
|
.30%
|
N/A
|
N/A
|
Class B
|
.75%
|
.25%
|
8
|
Class C
|
.75%
|
.25%
|
N/A
|
Class R
|
.60%
|
N/A
|
N/A
|
Institutional Class
|
N/A
|
N/A
|
N/A
|
Delaware Inflation Protected Bond Fund
|
|||
Class A
|
.25%
|
N/A
|
N/A
|
Class B
|
.75%
|
.25%
|
8
|
Class C
|
.75%
|
.25%
|
N/A
|
Institutional Class
|
N/A
|
N/A
|
N/A
|
Fund/Class
|
Maximum Annual Distribution Fee (as
a percentage of average daily net
assets of class)
|
Maximum Annual Shareholder Servicing fee (as a percentage of average daily net assets of class)
|
Years
To
Conversion
|
Delaware Group® State Tax-Free Income Trust
|
|||
Delaware Tax-Free Pennsylvania Fund
|
|||
Class A
|
.30%
|
N/A
|
N/A
|
Class B
|
.75%
|
.25%
|
8
|
Class C
|
.75%
|
.25%
|
N/A
|
Delaware Group® Tax Free Fund
|
|||
Delaware Tax-Free USA Fund
|
|||
Class A
|
.25%
|
N/A
|
N/A
|
Class B
|
.75%
|
.25%
|
8
|
Class C
|
.75%
|
.25%
|
N/A
|
Institutional Class
|
N/A
|
N/A
|
N/A
|
Delaware Tax-Free USA Intermediate Fund
|
|||
Class A
|
.30%
|
N/A
|
N/A
|
Class B
|
.75%
|
.25%
|
8
|
Class C
|
.75%
|
.25%
|
N/A
|
Institutional Class
|
N/A
|
N/A
|
N/A
|
Delaware Group® Global & International Funds
|
|||
Delaware Emerging Markets Fund
|
|||
Class A
|
.30%
|
N/A
|
N/A
|
Class B
|
.75%
|
.25%
|
8
|
Class C
|
.75%
|
.25%
|
N/A
|
Class R
|
.60%
|
N/A
|
N/A
|
Institutional Class
|
N/A
|
N/A
|
N/A
|
Delaware Focus Global Growth Fund
|
|||
Class A
|
.30%
|
N/A
|
N/A
|
Class C
|
.75%
|
.25%
|
N/A
|
Class R
|
.60%
|
N/A
|
N/A
|
Institutional Class
|
N/A
|
N/A
|
N/A
|
Delaware Global Value Fund
|
|||
Class A
|
.30%
|
N/A
|
N/A
|
Class B
|
.75%
|
.25%
|
8
|
Class C
|
.75%
|
.25%
|
N/A
|
Class R
|
.60%
|
N/A
|
N/A
|
Institutional Class
|
N/A
|
N/A
|
N/A
|
Delaware International Value Equity Fund
|
|||
Class A
|
.30%
|
N/A
|
N/A
|
Class B
|
.75%
|
.25%
|
8
|
Class C
|
.75%
|
.25%
|
N/A
|
Class R
|
.60%
|
N/A
|
N/A
|
Institutional Class
|
N/A
|
N/A
|
N/A
|
Delaware Macquarie Global Infrastructure Fund
|
|||
Class A
|
.30%
|
N/A
|
N/A
|
Class C
|
.75%
|
.25%
|
N/A
|
Class R
|
.60%
|
N/A
|
N/A
|
Institutional Class
|
N/A
|
N/A
|
N/A
|
Fund/Class
|
Maximum Annual Distribution Fee (as
a percentage of average daily net
assets of class)
|
Maximum Annual Shareholder Servicing fee (as a percentage of average daily net assets of class)
|
Years
To
Conversion
|
Delaware Group® Adviser Funds
|
|||
Delaware Diversified Income Fund
|
|||
Class A
|
.30%
|
N/A
|
N/A
|
Class B
|
.75%
|
.25%
|
8
|
Class C
|
.75%
|
.25%
|
N/A
|
Class R
|
.60%
|
N/A
|
N/A
|
Institutional Class
|
N/A
|
N/A
|
N/A
|
Delaware U.S. Growth Fund
|
|||
Class A
|
.30%
|
N/A
|
N/A
|
Class B
|
.75%
|
.25%
|
8
|
Class C
|
.75%
|
.25%
|
N/A
|
Class R
|
.60%
|
N/A
|
N/A
|
Institutional Class
|
N/A
|
N/A
|
N/A
|
Delaware Group® Foundation Funds
|
|||
Delaware Foundation® Growth Allocation Fund
(formerly, Delaware Aggressive Allocation Portfolio)
|
|||
Class A
|
.30%
|
N/A
|
N/A
|
Class B
|
.75%
|
.25%
|
8
|
Class C
|
.75%
|
.25%
|
N/A
|
Class R
|
.60%
|
N/A
|
N/A
|
Institutional Class
|
N/A
|
N/A
|
N/A
|
Delaware Foundation® Conservative Allocation Fund
(formerly, Delaware Conservative Allocation Portfolio)
|
|||
Class A
|
.30%
|
N/A
|
N/A
|
Class B
|
.75%
|
.25%
|
8
|
Class C
|
.75%
|
.25%
|
N/A
|
Class R
|
.60%
|
N/A
|
N/A
|
Institutional Class
|
N/A
|
N/A
|
N/A
|
Delaware Foundation® Moderate Allocation Fund
(formerly, Delaware Moderate Allocation Portfolio)
|
|||
Class A
|
.30%
|
N/A
|
N/A
|
Class B
|
.75%
|
.25%
|
8
|
Class C
|
.75%
|
.25%
|
N/A
|
Class R
|
.60%
|
N/A
|
N/A
|
Institutional Class
|
N/A
|
N/A
|
N/A
|
Delaware Foundation® Equity Fund
|
|||
Class A
|
.30%
|
N/A
|
N/A
|
Class C
|
.75%
|
.25%
|
N/A
|
Class R
|
.60%
|
N/A
|
N/A
|
Institutional Class
|
N/A
|
N/A
|
N/A
|
Delaware Pooled® Trust
|
|||
The Real Estate Investment Trust Portfolio
|
|||
Class A
|
.30%
|
N/A
|
N/A
|
Class B
|
.75%
|
.25%
|
8
|
Class C
|
.75%
|
.25%
|
N/A
|
Class R
|
.60%
|
N/A
|
N/A
|
Institutional Class
|
N/A
|
N/A
|
N/A
|
The Global Real Estate Securities Portfolio
|
|||
Class P
|
.25%
|
N/A
|
N/A
|
Original Class
|
N/A
|
N/A
|
N/A
|
Fund/Class
|
Maximum Annual Distribution Fee (as
a percentage of average daily net
assets of class)
|
Maximum Annual Shareholder Servicing fee (as a percentage of average daily net assets of class)
|
Years
To
Conversion
|
Voyageur Insured Funds
|
|||
Delaware Tax-Free Arizona Fund
|
|||
Class A
|
.25%
|
N/A
|
N/A
|
Class B
|
.75%
|
.25%
|
8
|
Class C
|
.75%
|
.25%
|
N/A
|
Voyageur Intermediate Tax Free Funds
|
|||
Delaware Tax-Free Minnesota Intermediate Fund
|
|||
Class A
|
.25%
|
N/A
|
N/A
|
Class B
|
.75%
|
.25%
|
5
|
Class C
|
.75%
|
.25%
|
N/A
|
Voyageur Mutual Funds
|
|||
Delaware Minnesota High-Yield Municipal Bond Fund
|
|||
Class A
|
.25%
|
N/A
|
N/A
|
Class B
|
.75%
|
.25%
|
8
|
Class C
|
.75%
|
.25%
|
N/A
|
Delaware National High-Yield Municipal Bond Fund
|
|||
Class A
|
.25%
|
N/A
|
N/A
|
Class B
|
.75%
|
.25%
|
8
|
Class C
|
.75%
|
.25%
|
N/A
|
Institutional Class
|
N/A
|
N/A
|
N/A
|
Delaware Tax-Free California Fund
|
|||
Class A
|
.25%
|
N/A
|
N/A
|
Class B
|
.75%
|
.25%
|
8
|
Class C
|
.75%
|
.25%
|
N/A
|
Delaware Tax-Free Idaho Fund
|
|||
Class A
|
.25%
|
N/A
|
N/A
|
Class B
|
.75%
|
.25%
|
8
|
Class C
|
.75%
|
.25%
|
N/A
|
Delaware Tax-Free New York Fund
|
|||
Class A
|
.25%
|
N/A
|
N/A
|
Class B
|
.75%
|
.25%
|
8
|
Class C
|
.75%
|
.25%
|
N/A
|
Voyageur Mutual Funds II
|
|||
Delaware Tax-Free Colorado Fund
|
|||
Class A
|
.25%
|
N/A
|
N/A
|
Class B
|
.75%
|
.25%
|
8
|
Class C
|
.75%
|
.25%
|
N/A
|
Voyageur Mutual Funds III
|
|||
Delaware Large Cap Core Fund
|
|||
Class A
|
.25%
|
N/A
|
N/A
|
Class C
|
.75%
|
.25%
|
N/A
|
Class R
|
.60%
|
N/A
|
N/A
|
Institutional Class
|
N/A
|
N/A
|
N/A
|
Delaware Select Growth Fund
|
|||
Class A
|
.25%
|
N/A
|
N/A
|
Class B
|
.75%
|
.25%
|
8
|
Class C
|
.75%
|
.25%
|
N/A
|
Class R
|
.60%
|
N/A
|
N/A
|
Institutional Class
|
N/A
|
N/A
|
N/A
|
Fund/Class
|
Maximum Annual Distribution Fee (as
a percentage of average daily net
assets of class)
|
Maximum Annual Shareholder Servicing fee (as a percentage of average daily net assets of class)
|
Years
To
Conversion
|
Voyageur Tax-Free Funds
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Delaware Tax-Free Minnesota Fund
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Class A
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.25%
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N/A
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N/A
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Class B
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.75%
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.25%
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8
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Class C
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.75%
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.25%
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N/A
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Delaware Group Equity Funds III
(Acquired Fund)
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Delaware Group Equity Funds IV
(Acquiring Fund)
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Delaware Trend Fund
Class A
Class B
Class C
Class R
Institutional Class
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Delaware Smid Cap Growth Fund
Class A
Class B
Class C
Class R
Institutional Class
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Re:
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Agreement and Plan of Reorganization, made as of the 20th day of May, 2010 (the “Agreement”), by and between Delaware Group Equity Funds IV, a statutory trust created under the laws of the State of Delaware (“Acquiring Trust”), on behalf of its series, Delaware Smid Cap Growth Fund (“Acquiring Fund”), and Delaware Group Equity Funds III, a statutory trust created under the laws of the State of Delaware (“Acquired Trust”), on behalf of its series, Delaware Trend Fund (“Acquired Fund”).
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Ladies and Gentlemen:
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CODE OF ETHICS
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DELAWARE INVESTMENTS’ FAMILY OF FUNDS
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I.
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The following restrictions apply to all Affiliated Persons, Access Persons, Investment Personnel and Portfolio Managers.
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II.
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In addition to the requirements noted in Section I, the following additional restrictions apply to all Investment Personnel and Portfolio Managers.
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III.
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In addition to the requirements noted in Sections I and II, the following additional restrictions apply to all Portfolio Managers.
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I.
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The following reports are required to be made by all Affiliated Persons, Access Persons, Investment Personnel and Portfolio Managers.
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(i) the date of the transaction, the title and type of the Security, the exchange ticker symbol or CUSIP number, if applicable, the interest rate and maturity date, if applicable, and the number of shares and the principal amount of each Security involved;
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(ii) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
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(iii) the price at which the transaction was effected;
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(iv) the name of the broker, dealer or bank effecting the transaction;
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(v) for any account established by such person in which any Securities were held during the quarter for the direct or indirect benefit of such person, the name of the broker, dealer or bank with whom the account was established and the date the account was established; and
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(vi) the date that the report is submitted to the Compliance Department.
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II.
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In addition to the above reporting requirements, all Access Persons, Investment Personnel and Portfolio Managers (other than Disinterested Directors) must:
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(a)
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Provide an initial holdings report no later than 10 days upon commencement of employment that discloses information regarding all personal Securities holdings, including (i) the title, type, exchange ticker symbol or CUSIP number, if applicable, the number of shares and the principal amount of each Security; (ii) the name of any broker, dealer or bank with whom such person maintains an account in which any Securities were held for the direct or indirect benefit of such person as of the date of the commencement of employment, and (iii) the date that the report was submitted to the Compliance Department. This report must be current as of a date no more than 45 days before the commencement of employment.
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(b)
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Provide an annual holdings report containing information regarding all personal Securities holdings, including (i) the title, type, exchange ticker symbol or CUSIP number, if applicable, the number of shares and the principal amount of each Security; (ii) the name of any broker, dealer or bank with whom such person maintains an account in which any Securities were held for the direct or indirect benefit of such person, and (iii) the date that the report was submitted to the Compliance Department. This report must be current as of a date no more than 45 days before the report is submitted and must be submitted at least annually.
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III.
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Access Persons to a Fund’s investment adviser need not make a separate report under this section to the extent that such Access Person has already submitted a report under the Delaware Investments’ Code of Ethics pursuant to such Access Person’s role as an Access Person to an investment adviser under that Code and provided that such information would be duplicative of the information already provided in such report.
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·
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All Optimum Fund Trust Funds
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·
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AssetMark Tax-Exempt Fixed Income Fund
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·
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AST Capital Trust Company – Delaware Diversified Income Trust
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·
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AST Capital Trust Company – Delaware High Yield Trust
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·
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AST Capital Trust Company – Delaware International Equity Trust
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·
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AST Capital Trust Company – Delaware Large Cap Growth Trust
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·
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AST Capital Trust Company – Delaware Large Cap Value Trust
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·
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AST Capital Trust Company – Delaware Small Cap Growth Trust
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·
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Consulting Group Capital Markets Funds – Large Capitalization Value Equity Investments
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·
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Consulting Group Capital Markets Funds – Small Capitalization Value Equity Investments
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·
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First Mercantile Trust Preferred Trust Fund
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·
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Lincoln Variable Insurance Product Trusts – LVIP Delaware Bond Fund
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·
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Lincoln Variable Insurance Product Trusts – LVIP Delaware Growth & Income Fund
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·
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Lincoln Variable Insurance Product Trusts – LVIP Money Market Fund
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·
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Lincoln Variable Insurance Product Trusts – LVIP Delaware Social Awareness Fund
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·
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Lincoln Variable Insurance Product Trusts – LVIP Delaware Special Opportunities Fund
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·
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Lincoln Variable Insurance Product Trusts – LVIP Foundation Aggressive Allocation Fund
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·
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Lincoln Variable Insurance Product Trusts – LVIP Foundation Conservative Allocation Fund
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·
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Lincoln Variable Insurance Product Trust – LVIP Foundation Moderate Allocation Fund
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·
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MassMutual Select Funds – MassMutual Select Aggressive Growth Fund
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·
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Northern Equity Funds – Multi-Manager Large Cap Fund
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·
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PMC Funds – PMC Diversified Equity Fund
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·
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Russell Investment Company – Select Growth Fund
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·
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Russell Investment Company – Tax-Exempt Bond Fund
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·
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Russell Trust Company – Russell Concentrated Aggressive Portfolio Fund
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·
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Russell Trust Company – Russell Growth Fund
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·
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Russell Trust Company – United Airlines Pilot Directed Account plan – Small Cap Equity Fund
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·
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Russell Company Limited – Integritas Mutli-Manager Fund plc – U.S. Equity Fund
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·
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SEI Global Investments Fund plc - US Large Cap Growth Fund
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·
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SEI Global Managed Fund Plc – High Yield Fund
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·
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SEI Institutional Investments Trust – High Yield Fund
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·
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SEI Institutional Investments Trust – Large Cap Fund
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·
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SEI Institutional Investments Trust – Large Cap Diversified Alpha Fund
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·
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SEI Institutional Managed Trust – High Yield Fund
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·
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SEI Institutional Managed Trust – Large Cap Fund
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·
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SEI Institutional Managed Trust – Large Cap Growth Fund
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·
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SEI Institutional Managed Trust – Tax Managed Large Cap Fund
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·
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SEI Investments Group of Funds – U.S. Large Company Equity Fund
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·
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SEI Tax-Exempt Trust – Institutional Tax-Free Fund
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·
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UBS PACE Select Advisors Trust – UBS PACE Large Cap Growth Equity Investments
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(1)
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To employ any device, scheme or artifice to defraud a Fund or an account;
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(2)
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To make any untrue statement of a material fact to a Fund or an account or omit to state a material fact necessary in order to make the statements made to a Fund or an account, in light of the circumstances in which they are made, not misleading;
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(3)
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To engage in any act, practice or course of business that operates or would operate as a fraud or deceit on a Fund or an account; or
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I.
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The following restrictions apply to all Affiliated Persons, Access Persons, Investment Personnel and Portfolio Managers.
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II.
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In addition to the requirements noted in Section I, the following additional restrictions apply to all Investment Personnel and Portfolio Managers.
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III.
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In addition to the requirements noted in Sections I and II, the following additional restrictions apply to all Portfolio Managers.
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I.
|
The following reports are required to be made by all Affiliated Persons, Access Persons, Investment Personnel, Portfolio Managers.
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(i) the date of the transaction, the title and type of the Security, the exchange ticker symbol or CUSIP number, if applicable, the interest rate and maturity date, if applicable, and the number of shares and the principal amount of each Security involved;
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(ii) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
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(iii) the price at which the transaction was effected;
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(iv) the name of the broker, dealer or bank effecting the transaction;
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(v) for any account established by such person in which any Securities were held during the quarter for the direct or indirect benefit of such person, the name of the broker, dealer or bank with whom the account was established and the date the account was established; and
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(vi) the date that the report is submitted to the Compliance Department.
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II.
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In addition to the above reporting requirements, all Access Persons, Investment Personnel and Portfolio Managers (other than Directors who are not Interested Persons) must:
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(a)
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Provide an initial holdings report no later than 10 days upon commencement of employment that discloses information regarding all personal Securities holdings, including (i) the title, type, exchange ticker symbol or CUSIP number, if applicable, the number of shares and the principal amount of each Security; (ii) the name of any broker, dealer or bank with whom such person maintains an account in which any Securities were held for the direct or indirect benefit of such person as of the date of the commencement of employment, and (iii) the date that the report was submitted to the Compliance Department. This report must be current as of a date no more than 45 days before the commencement of employment.
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(b)
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Provide an annual holdings report containing information regarding all personal Securities holdings, including (i) the title, type, exchange ticker symbol or CUSIP number, if applicable, the number of shares and the principal amount of each Security; (ii) the name of any broker, dealer or bank with whom such person maintains an account in which any Securities were held for the direct or indirect benefit of such person, and (iii) the date that the report was submitted to the Compliance Department. This report must be current as of a date no more than 45 days before the report is submitted and must be submitted at least annually.
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·
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All Optimum Fund Trust Funds
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·
|
AssetMark Tax-Exempt Fixed Income Fund
|
·
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AST Capital Trust Company – Delaware Diversified Income Trust
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·
|
AST Capital Trust Company – Delaware High Yield Trust
|
·
|
AST Capital Trust Company – Delaware International Equity Trust
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·
|
AST Capital Trust Company – Delaware Large Cap Growth Trust
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·
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AST Capital Trust Company – Delaware Large Cap Value Trust
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·
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AST Capital Trust Company – Delaware Small Cap Growth Trust
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·
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Consulting Group Capital Markets Funds – Large Capitalization Growth Equity Investments
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·
|
Consulting Group Capital Markets Funds – Small Capitalization Value Equity Investments
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·
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First Mercantile Trust Preferred Trust Fund
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·
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Lincoln Variable Insurance Product Trusts – LVIP Delaware Bond Fund
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·
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Lincoln Variable Insurance Product Trusts – LVIP Delaware Growth & Income Fund
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·
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Lincoln Variable Insurance Product Trusts – LVIP Money Market Fund
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·
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Lincoln Variable Insurance Product Trusts – LVIP Delaware Social Awareness Fund
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·
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Lincoln Variable Insurance Product Trusts – LVIP Delaware Special Opportunities Fund
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·
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Lincoln Variable Insurance Product Trusts – LVIP Foundation Aggressive Allocation Fund
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·
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Lincoln Variable Insurance Product Trusts – LVIP Foundation Conservative Allocation Fund
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·
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Lincoln Variable Insurance Product Trust – LVIP Foundation Moderate Allocation Fund
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·
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MassMutual Select Funds – MassMutual Select Aggressive Growth Fund
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·
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Northern Equity Funds – Multi-Manager Large Cap Fund
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·
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PMC Funds – PMC Diversified Equity Fund
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·
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Russell Investment Company – Select Growth Fund
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·
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Russell Investment Company – Tax-Exempt Bond Fund
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·
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Russell Trust Company – Russell Concentrated Aggressive Portfolio Fund
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·
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Russell Trust Company – Russell Growth Fund
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·
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Russell Trust Company – United Airlines Pilot Directed Account Plan – Small Cap Equity Fund
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·
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Russell Company Limited – Integritas Mutli-Manager Fund plc – U.S. Equity Fund
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·
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SEI Global Investments Fund plc - US Large Cap Growth Fund
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·
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SEI Global Managed Fund plc – High Yield Fund
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·
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SEI Institutional Investment Trust – High Yield Fund
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·
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SEI Institutional Investments Trust – Large Cap Fund
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·
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SEI Institutional Investments Trust – Large Cap Diversified Alpha Fund
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·
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SEI Institutional Managed Trust – High Yield Fund
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·
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SEI Institutional Managed Trust – Large Cap Diversified Alpha Fund
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·
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SEI Institutional Managed Trust – Large Cap Growth Fund
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·
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SEI Institutional Managed Trust – Tax Managed Large Cap Fund
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·
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SEI Investments Group of Funds – U.S. Large Company Equity Fund
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·
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SEI Tax-Exempt Trust – Institutional Tax-Free Fund
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·
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UBS PACE Select Advisors Trust – UBS PACE Large Cap Growth Equity Investments
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1.
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employing any device, scheme or artifice to defraud MGU or any other client of MCIM;
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2.
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making any untrue statement of a material fact to MGU or any other client of MCIM or omit to state a material fact necessary in order to make the statements made to MGU or any other client of MCIM, in light of the circumstances under which they are made, not misleading;
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3.
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engaging in any act, practice or course of business that operates or would operate as a fraud or deceit on MGU or any other client of MCIM; or
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4.
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engaging in any manipulative practice with respect to MGU or any other client of MCIM.
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II.
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Fiduciary Duties of Access Persons Under Federal Securities Laws
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III.
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Personal Trading and Reporting
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§
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Access Persons taking advantage of opportunities more properly belonging to MCIM clients;
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§
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Access Persons violating MCIM’s Code of Ethics requirements as established by the Securities and Exchange Commission (SEC);
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§
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Access Persons violating insider trading laws; and
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§
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Access Persons engaging in front running.
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a)
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You are the person exercising investment discretion over the trade; and
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b)
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The security to be traded is not on the “Exempt from Pre-Clearance” list. The “Exempt from Pre-Clearance” list is as follows:
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§
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Shares issued by open-end funds, except that closed-end funds, exchange traded funds or any MCIM managed funds are subject to pre-clearance;
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§
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Direct obligations to the United States (US Treasury securities);
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§
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Macquarie Group Limited Stock Options2; and
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§
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Bankers’ acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt instruments3, including repurchase agreements.
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§
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that MCIM has, for a client account, traded or paid down within the past seven (7) calendar days or on the day of your pre-clearance request;
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§
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that the Investment Personnel is considering buying or selling within the next seven (7) calendar days.
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§
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title, type of security;
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§
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as applicable, exchange ticker or CUSIP, number of shares, and principal amount;
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§
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the name of any broker, dealer or bank with which the Access Person holds an account in which any reportable securities are held for the Access Person’s direct or indirect benefit; and
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§
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the date the report is submitted.
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§
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in reportable securities beneficially owned, directly or indirectly, by its Access Persons; and/or
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§
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over which the Access Person had control.
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§
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The date of the transaction;
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§
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The security description, and as applicable, the exchange ticker or CUSIP number;
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§
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Number of shares or par value;
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§
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Principal amount of the securities;
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§
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Whether the transaction was a purchase or sale or any other type of acquisition/disposition;
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§
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The price at which the transaction was effected;
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§
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Interest rate and maturity rate;
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§
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The name of the broker, dealer or bank with or through which the transaction was effected; and
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§
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The date the report is submitted.
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§
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to certify their understanding and their willingness to comply with MCIM’s and MGU’s compliance programs, as applicable; and
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§
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to confirm that the personal securities holdings information that they have provided is complete and accurate.
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·
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date of the gift/entertainment;
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·
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the giver and recipient of the gift/entertainment;
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·
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type of gift/entertainment;
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·
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approximate value of the gift/entertainment;
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·
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a description of the gift/entertainment;
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·
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the nature and duration of the relationship between the giver and recipient; and
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·
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documentation supporting the value of the gift/entertainment.
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1.
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The CCO determines that serving on the Board would be consistent with the interests of MCIM and MGU and its investors;
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2.
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Appropriate “Chinese wall” procedures are established; and
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3.
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The CCO provides written authorization that the Access Person can serve on the Board.
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1)
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“Access Person” means:
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a)
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any director, partner, officer, Advisory Person or employee of MCIM and/or MGU; and/or
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b)
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Any person who has access to nonpublic information regarding any clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of MGU or any other of MCIM’s clients; and/or
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c)
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Any person who is involved in making securities recommendations to clients, or who has access to such recommendations that are nonpublic.
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2)
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“Advisory Person” means any director, officer, general partner or employee of MCIM and/or MGU who, in connection with his or her regular functions or duties makes, participates in or obtains information regarding the purchase or sale of Covered Securities by MGU or any other MCIM client, or whose functions relate to the making of any recommendation with respect to such purchases or sales; and any natural person in a control relationship to MGU or MCIM who obtains information concerning recommendations made to MGU or any other of MCIM’s clients with regard to the purchase or sale of Covered Securities by MGU or any other of MCIM’s clients.
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3)
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“Automatic Investment Plan” means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan.
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4)
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“Beneficial Ownership Interest” means any direct or indirect interest in the name of the MCIM and/or MGU employee as well as any direct or indirect interest in the name of the MCIM and/or MGU employee’s spouse, child, all persons residing with or financially dependent upon the MCIM and/or MGU employee, any person to whom the MCIM and/or MGU employee contributes material financial support and any account over which the MCIM and/or MGU employee exercises control.
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5)
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“Control” means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company.
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6)
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“Covered Security” means a security as defined in section 2(a)(36) of the 1940 Act, except that it does not include:
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a)
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Direct obligations of the Government of the United States;
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b)
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Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and
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c)
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Shares issued by open-end Funds.
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7)
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“Federal Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the Commission or the Department of the Treasury.
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8)
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“Fund” means an investment company registered under the 1940 Act.
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9)
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“Initial Public Offering” (“IPO”) means an offering of securities registered under the Securities Act of 1933, as amended (the “1933 Act”), the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.
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11)
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“Limited Offering” or “Private Placement” means an offering of securities that is exempt from registration under the 1933 Act pursuant to section 4(2) or 4(6) or pursuant to rule 504, 505, or 506 under the 1933 Act.
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12)
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“MCIM Client Accounts” means any account to which MCIM acts as an investment adviser or a sub-investment adviser.
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13)
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14)
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“Reportable Fund” means (i) any Fund for which MCIM serves as an investment adviser, including MGU; and/or (ii) any Fund whose investment adviser or principal underwriter controls, is controlled by, or is under common control with MCIM.
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15)
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“Reportable Security” means a security as defined in section 202(a)(18) of the Act (15 U.S.C. 80b-2(a)(18)), except that it does not include:
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a)
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Direct obligations of the Government of the United States;
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b)
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Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;
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c)
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Shares issued by money market funds;
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d)
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Shares issued by open-end funds other than reportable funds; and
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e)
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Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are reportable funds.
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(2)
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(ii)Any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security described above in 12(i).
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