N-14 8C

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933/
	Pre-Effective Amendment No.	/  /
	Post-Effective Amendment No.	/  /
(Check appropriate box or boxes)
DELAWARE INVESTMENTS® NATIONAL MUNICIPAL INCOME FUND
(Exact Name of Registrant as Specified in Charter)
(800) 523-1918
Registrant’s Area Code and Telephone Number
100 Independence, 610 Market Street, Philadelphia, PA  19106-2354
(Address of Principal Executive Offices: Number, Street, City, State, Zip Code)
David F. Connor, Esq., 100 Independence, 610 Market Street, Philadelphia, PA  19106-2354
(Name and Address of Agent for Service)
Please send copies of all communications to:
Michael D. Mabry, Esq. Stradley, Ronon, Stevens & Young, LLP 2005 Market Street, Suite 2600  Philadelphia, PA 19103-7018 (215) 564-8011
Approximate Date of Proposed Public Offering:  As soon as practicable after this Registration Statement becomes effective under the Securities Act of 1933, as amended.
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Calculation of Registration Fee under the Securities Act of 1933:

Title of Securities Being Registered	Amount Being Registered	Proposed Maximum Offering Price per Unit	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee(2)
Common Shares	100,000	$10.00	$1,000,000	$109.10

(1) Estimated solely for purposes of calculating the registration fee.

(2) Based on a rate of $109.10 per $1,000,000 of the proposed of the proposed maximum aggregate offering price.

--- C O N T E N T S ---

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

DELAWARE INVESTMENTS^® COLORADO MUNICIPAL INCOME FUND, INC.

DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND II, INC.

DELAWARE INVESTMENTS NATIONAL MUNICIPAL INCOME FUND

100 Independence, 610 Market Street

Philadelphia, Pennsylvania 19106-2354

800 523-1918

IMPORTANT SHAREHOLDER INFORMATION

This Prospectus/Proxy Statement is being provided to you in conjunction with the Annual Meeting of Shareholders (the Meeting) for Delaware Investments Colorado Municipal Income Fund, Inc., Delaware Investments Minnesota Municipal Income Fund II, Inc., and Delaware Investments National Municipal Income Fund, which will be held virtually on Oct. 11, 2021 at [    ] pm Eastern Time. The Prospectus/Proxy Statement discusses the following proposals (the Proposals):

1. For Common shareholders of Delaware Investments Colorado Municipal Income Fund, Inc.: To vote on the approval of an Agreement and Plan of Acquisition that provides for (i) the acquisition by Delaware Investments National Municipal Income Fund of substantially all of the property, assets and goodwill of Delaware Investments Colorado Municipal Income Fund, Inc. in exchange solely for full and fractional shares of beneficial interest, with a par value of $0.01, of Delaware Investments National Municipal Income Fund, and (ii) the pro rata distribution of such shares of Delaware Investments National Municipal Income Fund to the shareholders of Delaware Investments Colorado Municipal Income Fund, Inc. according to their respective interests in liquidation of Delaware Investments Colorado Municipal Income Fund, Inc., and (iii) the dissolution of Delaware Investments Colorado Municipal Income Fund, Inc. as soon as is practicable after the closing;

2. For Common shareholders of Delaware Investments Minnesota Municipal Income Fund II, Inc.: To vote on the approval of an Agreement and Plan of Acquisition that provides for (i) the acquisition by Delaware Investments National Municipal Income Fund of substantially all of the property, assets and goodwill of Delaware Investments Minnesota Municipal Income Fund II, Inc. in exchange solely for full and fractional shares of beneficial interest, with a par value of $0.01, of Delaware Investments National Municipal Income Fund, and (ii) the pro rata distribution of such shares of Delaware Investments National Municipal Income Fund to the shareholders of Delaware Investments Minnesota Municipal Income Fund II, Inc. according to their respective interests in liquidation of Delaware Investments Minnesota Municipal Income Fund II, Inc., and (iii) the dissolution of Delaware Investments Minnesota Municipal Income Fund II, Inc. as soon as is practicable after the closing;

3. For Common shareholders of Delaware Investments National Municipal Income Fund: To vote on the approval of the issuance of additional Common Shares of Delaware Investments National Municipal Income Fund in connection with the Reorganization (as defined below) of Delaware Investments Colorado Municipal Income Fund, Inc. and the Reorganization (as defined below) of Delaware Investments Minnesota Municipal Income Fund II, Inc.

4. For Common shareholders of Delaware Investments Colorado Municipal Income Fund, Inc., Delaware Investments Minnesota Municipal Income Fund II, Inc., and Delaware Investments National Municipal Income Fund: To elect a Board of Trustees or Directors for the Fund consisting of Jerome D. Abernathy, Thomas L. Bennett, H. Jeffrey Dobbs, John A. Fry, Joseph Harroz, Jr., Sandra A.J. Lawrence, Shawn K. Lytle, Frances A. Sevilla-Sacasa, Thomas K. Whitford, Christianna Wood, and Janet L. Yeomans; and

5. To transact any other business that properly comes before the Meeting and any adjournments of the Meeting.

The Prospectus/Proxy Statement discusses the Proposals, including the proposed reorganizations described above in Proposals 1, 2, and 3 (each, a Reorganization and together, the Reorganizations), and provides you with information that you should consider before you vote. The investment objectives, strategies, and risks of Delaware Investments Colorado Municipal Income Fund, Inc. and Delaware Investments Minnesota Municipal Income Fund

II, Inc. (each, an Acquired Fund and together, the Acquired Funds) are similar, but also differ in certain materialrespects, including that they each have a state-specific rather than national investment mandate, from those of Delaware Investments National Municipal Income Fund (the Acquiring Fund and together with the Acquired Funds, the Funds). The enclosed Prospectus/Proxy Statement provides important information regarding such differences, as well as similarities, that shareholders should consider in determining whether an investment in the Acquiring Fund is appropriate for them. The Boards of Directors of the Acquired Funds and the Board of Trustees of the Acquiring Fund (together, the Boards) unanimously approved the Reorganizations and concluded that each Reorganization is in the best interests of each Acquired Fund, the Acquiring Fund, and their shareholders. In addition, the Boards all unanimously recommend that you vote for each of the nominees listed in Proposal 4.

Shareholders may sell their shares at any time prior to the closing of the relevant Reorganization (or shares of the Acquiring Fund received as part of the Reorganization).

These materials also include a proxy card, which is, in essence, a ballot. We urge you to review carefully the Proposals in the Prospectus/Proxy Statement.  Then, fill out the proxy card and return it to us so that we know how you would like to vote.  When shareholders return their proxy cards promptly, additional costs of having to conduct additional solicitation or mailings may be avoided. If you have any questions or would like to quickly vote your shares, call [Proxy Solicitor], our proxy solicitor, toll free at [Proxy Solicitor Phone Number].

If you complete, sign and return a proxy card, we’ll vote your proxy exactly as you tell us.  If you simply sign and return your proxy card without indicating how your shares are to be voted, we’ll vote your proxy FOR the Reorganizations of each of the Acquired Funds (Proposals 1/2/3) and FOR all of the Board nominees (Proposal 4), in accordance with the recommendation of the Boards.

The enclosed Prospectus/Proxy Statement is only being delivered to the Funds’ Common shareholders. The Muni-MultiMode Preferred shareholders of each Fund are also being asked to attend the Meeting and to vote separately with respect to the Proposals described above. Each Fund is delivering a separate proxy statement to its Muni-MultiMode Preferred shareholders with respect to the Proposals described above.

DELAWARE INVESTMENTS^® COLORADO MUNICIPAL INCOME FUND, INC.

DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND II, INC.

DELAWARE INVESTMENTS NATIONAL MUNICIPAL INCOME FUND

100 Independence, 610 Market Street

Philadelphia, Pennsylvania 19106-2354

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be held virtually on Oct. 11, 2021

To the Common Shareholders of Delaware Investments Colorado Municipal Income Fund, Inc., Delaware Investments Minnesota Municipal Income Fund II, Inc., and Delaware Investments National Municipal Income Fund:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the Meeting) of Delaware Investments Colorado Municipal Income Fund, Inc., Delaware Investments Minnesota Municipal Income Fund II, Inc., and Delaware Investments National Municipal Income Fund will be held virtually on Oct. 11, 2021 at [    ] Eastern time.  The Meeting is being called to consider the following proposals (the Proposals):

1. For shareholders of Delaware Investments Colorado Municipal Income Fund, Inc.: To vote on the approval of an Agreement and Plan of Acquisition (the Plan) that provides for (i) the acquisition by Delaware Investments National Municipal Income Fund of substantially all of the property, assets and goodwill of Delaware Investments Colorado Municipal Income Fund, Inc. in exchange solely for full and fractional shares of beneficial interest, with a par value of $0.01, of Delaware Investments National Municipal Income Fund, and (ii) the pro rata distribution of such shares of Delaware Investments National Municipal Income Fund to the shareholders of Delaware Investments Colorado Municipal Income Fund, Inc. according to their respective interests in liquidation of Delaware Investments Colorado Municipal Income Fund, Inc., and (iii) the dissolution of Delaware Investments Colorado Municipal Income Fund, Inc. as soon as is practicable after the closing;

2. For shareholders of Delaware Investments Minnesota Municipal Income Fund II, Inc.: To vote on the approval of an Agreement and Plan of Acquisition (the Plan) that provides for (i) the acquisition by Delaware Investments National Municipal Income Fund of substantially all of the property, assets and goodwill of Delaware Investments Minnesota Municipal Income Fund II, Inc. in exchange solely for full and fractional shares of beneficial interest, with a par value of $0.01, of Delaware Investments National Municipal Income Fund, and (ii) the pro rata distribution of such shares of Delaware Investments National Municipal Income Fund to the shareholders of Delaware Investments Minnesota Municipal Income Fund II, Inc. according to their respective interests in liquidation of Delaware Investments Minnesota Municipal Income Fund II, Inc., and (iii) the dissolution of Delaware Investments Minnesota Municipal Income Fund II, Inc. as soon as is practicable after the closing;

3. For shareholders of Delaware Investments National Municipal Income Fund: To vote on the approval of the issuance of additional Common Shares of Delaware Investments National Municipal Income Fund in connection with the Reorganization (as defined below) of Delaware Investments Colorado Municipal Income Fund, Inc. and the Reorganization (as defined below) of Delaware Investments Minnesota Municipal Income Fund II, Inc.

4. For shareholders of Delaware Investments Colorado Municipal Income Fund, Inc., Delaware Investments Minnesota Municipal Income Fund II, Inc., and Delaware Investments National Municipal Income Fund: To elect a Board of Directors or Trustees for the Fund consisting of Jerome D. Abernathy, Thomas L. Bennett, H. Jeffrey Dobbs, John A. Fry, Joseph Harroz, Jr., Sandra A.J. Lawrence, Shawn K. Lytle, Frances A. Sevilla-Sacasa, Thomas K. Whitford, Christianna Wood, and Janet L. Yeomans; and

5. To transact any other business that properly comes before the Meeting and any adjournments of the Meeting.

A copy of the form of the Plan, which more completely sets forth the terms of the proposed reorganizations described above in Proposals 1, 2, and 3 (each, a Reorganization and together, the Reorganizations), is attached as Exhibit A to the Prospectus/Proxy Statement.

Shareholders of record as of the close of business on Aug. 12, 2021 are entitled to notice of, and to vote at, the Meeting and any adjournment of the Meeting (Record Date).

[Insert Meeting/Voting Information from Proxy Solicitor]

Whether or not you plan to attend the Meeting, your vote is needed. Attendance at the Meeting will be limited to shareholders of the Acquired Funds and the Acquiring Fund as of the close of business on Aug. 12, 2021. You are entitled to receive notice of, and to vote at, the Meeting and any adjournment of the Meeting, even if you no longer hold shares of a Fund. Your vote is important no matter how many shares you own.

Voting is quick and easy. Everything you need is enclosed. You may vote by completing and returning your proxy card in the enclosed postage-paid return envelope, by calling the toll-free telephone number listed on the enclosed proxy card, or by visiting the Internet website listed on the enclosed proxy card. You may receive more than one set of proxy materials if you hold shares in more than one account. Please be sure to vote each proxy card you receive. If we do not hear from you, our proxy solicitor, [Proxy Solicitor], may contact you. This will ensure that your vote is counted even if you cannot or do not wish to attend the Meeting. If you have any questions about the Proposals or how to vote, you may call [Proxy Solicitor] at [Proxy Solicitor Phone Number] and a representative will assist you.

By Order of the Boards of Directors/Trustees

Shawn K. Lytle

President

[      ], 2021

Important Notice Regarding the Availability of Proxy Materials for the Meeting:  the Notice of Annual Meeting of Shareholders and Proxy Statement/Prospectus are available at [     ].

PROSPECTUS/PROXY STATEMENT

TABLE OF CONTENTS

THE PROPOSALS	3
What am I being asked to vote upon?	3
How can I participate in the Meeting?	3
What are the Boards’ recommendation regarding the Proposals?	3
What will happen if shareholders approve the Proposals?	4
PROPOSALS 1, 2, AND 3: THE REORGANIZATIONS	4
What is the anticipated timing of the Reorganizations?	4
What are the benefits of the Reorganizations to shareholders?	4
What are the costs of the Reorganizations?	5
What happens if a Reorganization is not approved?	5
How will shareholder voting be handled?	5
COMPARISON OF INVESTMENT OBJECTIVES, STRATEGIES, RISKS, AND INVESTMENT RESTRICTIONS	5
How do the investment objectives, principal strategies, principal risks, and fundamental investment restrictions of the Acquired Funds compare against those of the Acquiring Fund?	5
What is the historical turnover of each of the Funds?	23
INFORMATION ABOUT THE FUNDS	24
Where is each Fund organized?	24
What are the fees and expenses of each Fund and what are the anticipated fees and expenses after the Reorganization(s)?	24
How can I compare the costs of investing in the common shares of the Acquired Funds with the cost of investing in common shares of the combined Acquiring Fund?	26
What are the general tax consequences of the Reorganizations?	26
Who manages the Funds?	26
How do the performance records of the Funds compare?	28
Information about the Preferred Shares of the Funds	28
Where can I find more financial information about the Funds?	30
What are other key features of the Funds?	30
REASONS FOR THE REORGANIZATIONS	33
INFORMATION ABOUT THE REORGANIZATIONS AND THE PLAN	35
How will the Reorganization be carried out?	35
Who will pay the expenses of the Reorganizations?	35
What are the tax consequences of each Reorganization?	35
What should I know about shares of the Acquired Funds and Acquiring Fund?	38
What are the capitalizations of the Funds and what might the capitalization be after the Reorganizations?	39
Do the Directors and Officers own shares of the Funds?	41
Who are the control persons and owners of record or beneficially 5% or more of any class of a Fund’s outstanding equity securities?	41
COMPARISON OF ORGANIZATION, STRUCTURE AND GOVERNANCE OF THE FUNDS	41
Comparison of State Law and Material Charter Document Provisions	41
PROPOSAL 4: TO ELECT A BOARD OF DIRECTORS	46
VOTING INFORMATION	61
How many votes are necessary to approve the Proposals?	61
How do I ensure my vote is accurately recorded?	62
May I revoke my proxy?	62
What other matters will be voted upon at the Meeting?	62
Who is entitled to vote?	62
How will proxies be solicited?	63
Are there dissenters’ rights?	64
MORE INFORMATION ABOUT THE FUNDS	64
EXHIBITS TO PROSPECTUS/PROXY STATEMENT	66

DELAWARE INVESTMENTS^® COLORADO MUNICIPAL INCOME FUND, INC.

DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND II, INC.

DELAWARE INVESTMENTS NATIONAL MUNICIPAL INCOME FUND

100 Independence, 610 Market Street

Philadelphia, Pennsylvania 19106-2354

800 523-1918

PROSPECTUS/PROXY STATEMENT

Dated [      ], 2021

Acquisition of the Assets and Liabilities of:

DELAWARE INVESTMENTS COLORADO MUNICIPAL INCOME FUND, INC.

By:

DELAWARE INVESTMENTS NATIONAL MUNICIPAL INCOME FUND

Acquisition of the Assets and Liabilities of:

DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND II, INC.

By:

DELAWARE INVESTMENTS NATIONAL MUNICIPAL INCOME FUND

Election of Directors/Trustees:

DELAWARE INVESTMENTS COLORADO MUNICIPAL INCOME FUND, INC.

DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND II, INC.

DELAWARE INVESTMENTS NATIONAL MUNICIPAL INCOME FUND

This Prospectus/Proxy Statement solicits proxies to be voted at the Annual Meeting of Shareholders  of Delaware Investments Colorado Municipal Income Fund, Inc. (VCF) and Delaware Investments Minnesota Municipal Income Fund II, Inc. (VMM and collectively with VCF, the Acquired Funds, and each, an Acquired Fund), and Delaware Investments National Municipal Income Fund (VFL or the Acquiring Fund, and together, with the Acquired Funds, the Funds), and at any adjournments or postponements thereof (the Meeting). The Meeting is being called to consider the following proposals (the Proposals):

1. For Common shareholders of VCF: To vote on the approval of an Agreement and Plan of Acquisition (the Plan) that provides for (i) the acquisition by VFL of substantially all of the property, assets and goodwill of VCF in exchange solely for full and fractional shares of beneficial interest, with a par value of $0.01, of VFL, and (ii) the pro rata distribution of such shares of VFL to the shareholders of VCF according to their respective interests in liquidation of VCF, and (iii) the dissolution of VCF as soon as is practicable after the closing;

2. For Common shareholders of VMM: To vote on the approval of an Agreement and Plan of Acquisition (the Plan) that provides for (i) the acquisition by VFL of substantially all of the property, assets and goodwill of VMM in exchange solely for full and fractional shares of beneficial interest, with a par value of $0.01, of VFL, and (ii) the pro rata distribution of such shares of VFL to the shareholders of

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VMM according to their respective interests in liquidation of VMM, and (iii) the dissolution of VMM as soon as is practicable after the closing;

3. For Common shareholders of VFL: To vote on the approval of the issuance of additional Common Shares of VFL in connection with the VCF Reorganization and the VMM Reorganization.

4. For Common shareholders of VCF, VMM, and VFL: To elect a Board of Directors or Trustees for the Fund consisting of Jerome D. Abernathy, Thomas L. Bennett, H. Jeffrey Dobbs, John A. Fry, Joseph Harroz, Jr., Sandra A.J. Lawrence, Shawn K. Lytle, Frances A. Sevilla-Sacasa, Thomas K. Whitford, Christianna Wood, and Janet L. Yeomans; and

5. To transact any other business that properly comes before the Meeting and any adjournments of the Meeting.

If an Acquired Fund’s shareholders vote to approve the Plan and Acquiring Fund shareholders approve Proposal 3, substantially all of the assets of the Acquired Fund will be reorganized into shares of the Acquiring Fund (each, a Reorganization and together, the Reorganizations). The Acquired Funds and Acquiring Fund together are referred to as the “Funds.”

The Meeting will be held virtually on Oct. 11, 2021 at [   ] Eastern time. The Boards of Directors/Trustees of the Funds (together, the Boards and the Directors or Trustees, as applicable, referred to collectively as the Directors) approved the Reorganizations and concluded that each Reorganization is in the best interests of each Fund and its shareholders. The Boards also all unanimously recommend that you vote for each of the nominees listed in Proposal 4. This Prospectus/Proxy Statement will first be sent to shareholders on or about [     ], 2021.

The enclosed Prospectus/Proxy Statement is only being delivered to the Funds’ Common shareholders. The Muni-MultiMode Preferred shareholders of each Fund are also being asked to attend the Meeting and to vote as a separate class with respect to the Proposals described above (except for Proposal 3). Each Fund is delivering to its Muni-MultiMode Preferred shareholders a separate proxy statement with respect to the Proposals described above.  This document is both a proxy statement for Common Shares of each Fund and also a prospectus for Common Shares of the Acquiring Fund.

Each Fund is a diversified closed-end management investment company. Delaware Management Company (DMC or the Manager), a series of Macquarie Investment Management Business Trust (a Delaware statutory trust) serves as the investment manager for the Funds. The Funds’ Common shares trade on the New York Stock Exchange (NYSE) American, the successor to the American Stock Exchange, formerly known as NYSE Market.

This Prospectus/Proxy Statement sets forth the information that you should know about the Proposals. You should retain this Prospectus/Proxy Statement for future reference.  A Statement of Additional Information dated [    ], 2021 (the Statement of Additional Information), relating to this Prospectus/Proxy Statement and which accompanies this Prospectus/Proxy Statement, contains additional information about the Funds and the Reorganizations, and has been filed with the U.S. Securities and Exchange Commission (the SEC) and is incorporated herein by reference.

You can request a free copy of any of the Funds’ Annual Reports or Semiannual Reports by contacting your financial intermediary or by calling 866 437-0252. Additional information about the Funds can also be viewed online or downloaded from the EDGAR database without charge on the SEC’s internet site at www.sec.gov.

The SEC has not approved or disapproved these securities or passed upon the adequacy of this Prospectus/Proxy Statement.  Any representation to the contrary is a criminal offense.

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THE PROPOSALS

At a meeting held on Aug. 12, 2021, the Boards, including a majority of the Directors who are not “interested persons” (as defined by the Investment Company Act of 1940 (the 1940 Act)) (the Independent Directors), on behalf of each of the Funds, considered the Proposals to reorganize each Acquired Fund with and into the Acquiring Fund, and approved the Plan.  The Boards, including a majority of the Independent Directors, also voted to recommend that shareholders vote to elect a Board of Directors for each Fund.

What am I being asked to vote upon?

Proposals 1 and 2: Acquired Fund shareholders are being asked to vote to approve the Plan between their Acquired Fund(s) and the Acquiring Fund. The Plan provides that: (i) all of the property, assets, and goodwill (Assets) of each Acquired Fund will be acquired by the Acquiring Fund, in exchange for shares of the Acquiring Fund. According to the Plan, each Acquired Fund will be liquidated and dissolved following the Reorganizations. Each Reorganization constitutes a separate reorganization, and neither Reorganization is contingent upon the approval of the other.

Proposal 3: Acquiring Fund shareholders are being asked to vote to approve the issuance of additional Common shares of VFL in connection with the VCF Reorganization and the VMM Reorganization.

Proposal 4: Each Fund’s shareholders are being asked to vote to elect a Board of Directors or Trustees consisting of Jerome D. Abernathy, Thomas L. Bennett, H. Jeffrey Dobbs, John A. Fry, Joseph Harroz, Jr., Sandra A.J. Lawrence, Shawn K. Lytle, Frances A. Sevilla-Sacasa, Thomas K. Whitford, Christianna Wood, and Janet L. Yeomans. The holders of Preferred Shares of each of the Funds will vote separately for two other members of the Board. Shareholders of each Acquired Fund are being solicited to vote to elect a Board of Directors so that the Acquired Funds may continue to be governed by its current Board Members, and avoid vacancies on the Board, in the event a Reorganization is not approved by shareholders or consummated in a timely manner.

How can I participate in the Meeting?

Due to the coronavirus outbreak (COVID-19) and to support the health and well-being of our shareholders, employees, and community, the Meeting will be conducted exclusively online this year. You may attend the Meeting online by visiting [      ]. To participate in the Meeting, you will need to follow the instructions included herein. The password for the Meeting is [         ]. The Meeting will begin promptly at [   ] Eastern Time. We encourage you to access the Meeting prior to the start time leaving ample time for the check in.

[Please follow the instructions on your proxy card. If you are a registered shareholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the Meeting virtually on the Internet.]

[Insert online participation instructions].

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ASK THAT YOU PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. PLEASE SEE THE PROXY CARD FOR ADDITIONAL VOTING INSTRUCTIONS.

What are the Boards’ recommendation regarding the Proposals?

For the reasons set forth below under “Reasons for the Reorganizations”, the Boards have unanimously determined that each Reorganization is in the best interests of each Acquired Fund and the Acquiring Fund. The Boards recommend that Acquired Fund shareholders vote FOR the Reorganizations and that Acquiring Fund shareholders vote to issue new Common shares in conjunction with the Reorganizations. The Boards have concluded that the interests of the existing shares of each Acquired Fund and the existing shares of the Acquiring Fund will not be diluted as a result of the Reorganizations. The Boards found that each Acquired Fund and the Acquiring Fund have

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significant overlap in investment objectives, strategies, and risks, identical portfolio managers and service providers, and comparable fees and expenses. The Boards recognized that the Acquired Funds have state-specific mandates and considered potential benefits to Acquired Fund Shareholders of being shareholders of the Acquiring Fund with its national investment focus, including the potential for greater investment opportunities particularly in light of fewer new bond issuances in recent years by the state of Minnesota and Colorado. [In addition, the Boards found that the increase in the Acquiring Fund’s assets will result in increased economies of scale and lower operating expenses for shareholders and may result in increased dividends to Acquired Fund shareholders.]

After consideration of various factors related to each individual nominee’s candidacy, the Nominating Committee and the Board of each Fund determined to recommend that each Director should continue to serve as Director of each Fund and recommend that shareholders vote FOR the election of each Director.

What will happen if shareholders approve the Proposals?

If a Reorganization is approved by shareholders of an Acquired Fund and Acquiring Fund shareholders approve the related issuance of additional Common shares, the Reorganizations will result in your Acquired Fund shares being exchanged for Acquiring Fund shares equal in value (but having a different price per share) to your shares of the Acquired Fund(s). In particular, shareholders of each Acquired Fund will receive the equivalent aggregate net asset value (NAV) of the Acquiring Fund. This means that you will cease to be an Acquired Fund shareholder and will become an Acquiring Fund shareholder. This exchange will occur on a date agreed upon by the parties to the Plan (hereafter, the Closing Date), which is currently anticipated to occur on or around [   ], 2021. It is likely, however, that the market value of such common shares will differ because market value reflects trading activity on the exchange on which such shares are sold and tends to vary from net asset value. Neither Reorganization is contingent on the other. However, Proposal 3 is contingent on Proposals 1 and 2 individually, and vice versa.

          It is expected that neither the Funds nor their shareholders will recognize any gain or loss for federal income tax purposes as a result of the Reorganizations. After the Reorganizations, shareholders of VCF and VMM who are residents of Colorado or Minnesota, respectively, may lose the benefit of the exempt-interest dividends paid by such Fund being excluded from the individual income tax in Colorado or Minnesota, respectively, to the extent that the Acquiring Fund invests in securities the interest from which is not exempt from Colorado or Minnesota state income tax, respectively, or to the extent that the Acquiring Fund is no longer eligible to pass through to investors the tax-exempt nature of its income for state tax purposes. Shareholders should consult their own tax advisor regarding the effect, if any, of the Reorganizations in light of their individual circumstances. For more information about the federal tax consequences of the Reorganizations, see the section below entitled “Tax consequences resulting from the Reorganizations?”

          If you are a Common shareholder of the Acquiring Fund, your Common shares of the Acquiring Fund will not be changed by a Reorganization, but will represent a smaller percentage interest in a larger fund.

PROPOSALS 1, 2, AND 3: THE REORGANIZATIONS

What is the anticipated timing of the Reorganizations?

The Meeting is scheduled to occur virtually on Oct. 11, 2021.  If the necessary shareholder approval is obtained, the Reorganizations will likely be completed on or around [    ], 2021.

What are the benefits of the Reorganizations to shareholders?

Management believes that the Reorganizations offer the following benefits to shareholders, among others:

• Larger Net Asset Level - With a larger asset level, the Acquiring Fund may attract a larger set of investors through its national investment strategy which could potentially reduce its discount and reduce fixed expenses.

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• Greater Liquidity - The Acquiring Fund may have a more liquid trading environment and experience larger trading volume that may assist in leading to a smaller and less persistent discount.

• Stronger Investment Opportunity - A larger Acquiring Fund will permit greater investment opportunities by allowing portfolio managers to invest in a wider range of bond issuances, particularly in light of fewer new bond issuances in recent years by the states of Minnesota and Colorado.

• Additional Leverage Flexibility - In line with greater investment opportunities, a larger Acquiring Fund may permit the portfolio managers to explore new or additional forms of leverage that may be better received by potential underwriters and investors for a larger fund with a national bond strategy.

What are the costs of the Reorganizations?

The expenses related to the Reorganizations (excluding brokerage costs, if any), including the costs associated with the delivery of this Prospectus/Proxy Statement, are anticipated to be approximately $[   ]. These expenses will be split evenly between the Acquired Funds, Acquiring Fund, and DMC.

What happens if a Reorganization is not approved?

If the Reorganizations are not approved by an Acquired Fund’s shareholders or do not close for any other reason, such shareholders will remain shareholders of the Acquired Fund, and the Acquired Fund will continue to operate. The Boards then will consider such other actions as it deems necessary or appropriate, including possible liquidation, for the Acquired Fund. Neither Reorganization is contingent on the other.

How will shareholder voting be handled?

Shareholders who own shares of a Fund at the close of business on Aug. 12, 2021 will be entitled to vote at the Meeting, and will be entitled to one vote for each full share and a proportionate fractional vote for each fractional share that they hold. Approval of a Reorganization requires the affirmative vote of at least a majority of an Acquired Fund’s outstanding Common shares and outstanding Preferred shares voting as a single class and the affirmative vote of a majority of the Acquiring Fund’s shares, with Preferred shareholders of the Acquiring Fund voting with Common shareholders of the Acquiring Fund as a single class, present in person or by proxy and entitled to vote at a meeting of shareholders at which a quorum is present.

For more details about shareholder voting, see the “Voting Information” section of this Prospectus/Proxy Statement.

THE BOARDS RECOMMEND THAT YOU VOTE TO APPROVE THE PLAN FOR EACH ACQUIRED FUND AND TO APPROVE THE ISSUANCE OF ADDITIONAL COMMON SHARES OF VFL IN CONNECTION WITH THE PLAN FOR EACH ACQUIRED FUND.

COMPARISON OF INVESTMENT OBJECTIVES, STRATEGIES, RISKS, AND INVESTMENT RESTRICTIONS

How do the investment objectives, principal strategies, principal risks, and fundamental investment restrictions of the Acquired Funds compare against those of the Acquiring Fund?

This section will help you compare the investment objectives, principal strategies, principal risks, and fundamental investment restrictions of the Acquired Funds and the Acquiring Fund.

REORGANIZATION OF VCF INTO VFL

Investment Objectives.  The Acquired Fund and Acquiring Fund have similar principal investment objectives, as described below. VCF seeks to provide current income from both federal income tax and Colorado state income tax while VFL only seeks to provide current income exempt from federal income tax. 

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VCF (Acquired Fund)	VFL (Acquiring Fund)
What is the Fund’s investment objective? VCF seeks to provide current income exempt from both regular federal income tax and Colorado state income tax, consistent with the preservation of capital.	What is the Fund’s investment objective? VFL seeks to provide current income exempt from regular federal income tax, consistent with the preservation of capital.

Principal Investment Strategies. The Acquired Fund and Acquiring Fund have similar, but not identical, principal investment strategies, as described below, with the most significant difference being the Acquired Fund’s specific focus on Municipal Obligations from the state of Colorado.

Under normal circumstances, the Acquired Fund will invest substantially all (at least 80%) of its assets in tax-exempt “Colorado Municipal Obligations” and the Acquiring Fund will invest substantially all (at least 80%) of its net assets in “Municipal Obligations.”  “Municipal Obligations” are debt obligations issued by states, cities and local authorities, and possessions and certain territories of the United States and their political subdivisions, agencies and instrumentalities, the interest on which, in the opinion of bond counsel or other counsel to the issuer of such securities, is, at the time of issuance, not includable in gross income for federal income tax purposes. “Colorado Municipal Obligations,” are Municipal Obligations issued by or on behalf of the State of Colorado, its agencies, instrumentalities and political subdivisions and which bear interest that, in the opinion of bond counsel or other counsel to the issuer, is exempt from both regular federal income tax and Colorado state income tax.  For each Fund, the 80% investment policy is fundamental and may not be changed without the approval of the holders of a majority of the outstanding shares of common stock and Preferred Shares voting together as a single class, and of the holders of a majority of the outstanding Preferred Shares voting as a separate class.

Each Fund is classified as diversified under applicable federal law and neither Fund will concentrate its investments in any one industry.

Each Fund may invest up to 20% of the Fund’s assets in securities that generate interest that is subject to federal alternative minimum tax (AMT).

Each Fund may invest without limitation in uninsured, “investment grade” Municipal Obligations. “Investment grade” means that, at the time of investment, a Municipal Obligation has a credit rating of at least Baa by Moody’s, or BBB by Standard & Poor’s Financial Services LLC (S&P), or is unrated but judged by the Manager, to be of comparable quality. Each Fund may invest up to 20% of its net assets in Municipal Obligations that are rated below investment grade or that are unrated but judged by the Manager to be of comparable quality.

Each Fund seeks to have an average maturity of between 20 and 30 years.

VCF (Acquired Fund)

VFL (Acquiring Fund)

What are the Fund’s principal investment strategies? The Fund seeks to achieve its investment objective by investing under normal circumstances, substantially all (at least 80%) of its assets in tax-exempt “Colorado Municipal Obligations.” “Municipal Obligations” are debt obligations issued by states, cities and local authorities, and possessions and certain territories of the United States and their political subdivisions, agencies and instrumentalities, the interest on which, in the opinion of bond counsel or other counsel to the issuer of such securities, is, at the time of issuance, not includable in gross income for federal income tax purposes. “Colorado Municipal Obligations,” are Municipal Obligations issued by or on behalf of the State of

What are the Fund’s principal investment strategies? The Fund seeks to achieve its investment objective by investing under normal circumstances, substantially all (at least 80%) of its net assets in “Municipal Obligations.” “Municipal Obligations” are debt obligations issued by or on behalf of a state or territory or its agencies, instrumentalities, municipalities and political subdivisions, the interest payable on which is, in the opinion of bond counsel, excludable from gross income for purposes of federal income taxation (except, in certain instances, the alternative minimum tax, depending upon the shareholder’s tax status). The Fund may invest up to 20% of the Fund’s assets in securities that generate interest that is subject to federal alternative minimum tax (AMT). The

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  Colorado, its agencies, instrumentalities and political subdivisions and which bear interest that, in the opinion of bond counsel or other counsel to the issuer, is exempt from both regular federal income tax and Colorado state income tax. The Fund may invest up to 20% of the Fund’s total assets in securities that generate interest that is subject to federal alternative minimum tax (AMT).
The Fund may invest without limitation in Colorado Municipal Obligations rated investment grade (i.e., those rated BBB and above or unrated but judged to be of comparable quality by the Fund’s investment adviser). The Fund may also invest up to 20% of its net assets in Colorado Municipal Obligations with an investment rating of Ba/BB or lower, or that are unrated but judged to be of comparable quality by the Fund’s investment adviser. In normal circumstances, the Fund does not intend to invest more than 5% of its assets in instruments other than Municipal Obligations.
The Fund intends to emphasize investments in Colorado Municipal Obligations with long-term maturities in order to maintain an average portfolio maturity of 20 to 30 years. The average portfolio maturity, however, may be shortened from time to time depending upon market conditions. As a result, the Fund’s portfolio at any given time may include both long- and intermediate-term Colorado Municipal Obligations.
The Fund may invest without limit in state or municipal leases and participation interests therein. Municipal lease obligations held by the Fund will be treated as illiquid unless they are determined to be liquid pursuant to guidelines established by the Fund’s Board.
The Fund may invest in advanced refunded bonds, escrow secured bonds or defeased bonds.
The Fund may invest up to 20% of its net assets in municipal obligations issued by or on behalf of territories of the United States – such as Guam, the U.S. Virgin Islands or Puerto Rico – that are exempt from Colorado and federal income tax, subject to the Fund’s fundamental investment policy to invest 80% of its assets in Colorado municipal obligations.
The Fund may invest up to 5% of its total assets in Colorado Municipal Obligations whose rates vary inversely with changes in market rates of interest (so-called “inverse floaters”).
Although in normal circumstances the Fund does not intend to invest more than 5% of its assets in instruments other than Municipal Obligations, the Fund may attempt to hedge its investment portfolio against market risk by engaging in various hedging transactions. In particular, the Fund may purchase and sell futures contracts, enter into various interest rate transactions, and may purchase and sell (or write) exchange-listed and over-the-counter put and call options on securities and futures contracts (collectively, “Hedging Transactions”). Hedging Transactions may be used to attempt to protect against possible changes in the market value of the Fund’s
  Fund may invest without limitation in uninsured, “investment grade” Municipal Obligations. “Investment grade” means that, at the time of investment, a Municipal Obligation has a credit rating of at least Baa by Moody’s, or BBB by Standard & Poor’s Financial Services LLC (S&P), or is unrated but judged by the Manager, to be of comparable quality. The Fund may invest up to 20% of its net assets in Municipal Obligations that are rated below investment grade or that are unrated but judged by the Manager to be of comparable quality.
The Manager analyzes economic and market conditions, seeking to identify the securities or market sectors that the Manager thinks are the best investments for the Fund. The Fund generally invests in debt obligations issued by state and local governments and their political subdivisions, agencies, authorities, and instrumentalities that are exempt from federal income tax. The Fund may also invest in debt obligations issued by or for the District of Columbia, and its political subdivisions, agencies, authorities, and instrumentalities or territories and possessions of the United States that are exempt from federal income tax.
The Fund will generally invest in securities for income rather than seeking capital appreciation through active trading. However, the Fund may sell securities for a variety of reasons, such as to reinvest the proceeds in higher yielding securities, to eliminate investments not consistent with the preservation of capital, to fund tender offers, or to address a weakening credit situation.
The Fund invests its assets in securities with maturities of various lengths, depending on market conditions, but will have a dollar-weighted average effective maturity of between 20 and 30 years. The Manager will adjust the average maturity of the bonds in the Fund’s portfolio to attempt to provide a current tax-exempt income, consistent with preservation of capital. The Fund may focus its investments in certain types of bonds or in a certain segment of the municipal bond market when the supply of bonds in other sectors do not suit its investment needs.
The Fund may invest without limitation in general obligation bonds in the top four quality grades or bonds that are unrated, but which the Manager determines to be of equal quality. The Fund may invest without limitation in revenue bonds in the top four quality grades or bonds that are unrated, but which the Manager determines to be of equal quality.
The Fund may invest without limitation in insured Municipal Obligations. In addition, insurance is available on uninsured bonds and the Fund may purchase such insurance directly. The Manager will generally do so only if it believes that purchasing and insuring a Municipal Obligation provides an investment opportunity at least comparable to owning other available insured Municipal Obligations.
Private activity or private placement bonds are municipal bond issues whose proceeds are used to finance certain nongovernment activities, including some types of industrial revenue bonds such as privately owned sports

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  portfolio resulting from trends in the debt securities markets, to protect the Fund’s unrealized gains in the value of its portfolio securities, to facilitate the sale of such securities for investment purposes, to establish a position in the securities markets as a temporary substitute for purchasing particular securities, to manage the effective dollar-weighted average duration of the Fund’s portfolio or for other risk management purposes.
The Fund may enter into contracts for the purchase or sale for future delivery (futures contracts) of debt securities, aggregates of debt securities or indices or prices thereof, other financial indices and U.S. Government debt securities to hedge the value of its portfolio securities that might result from a change in interest rates. The Fund will engage in such transactions for bona fide hedging, risk management (including duration management) and other portfolio management purposes, in each case in accordance with the rules and regulations of the Commodity Futures Trading Commission. Although the Fund generally will purchase or sell only those futures contracts and options thereon for which there appears to be a liquid market, there is no assurance that a liquid market on an exchange will exist for any particular futures contract or option thereon at any particular time. It is expected that the initial margin on futures contracts the Fund may purchase or sell may range from approximately 3% to approximately 15% of the value of the securities (or the securities index) underlying the contract. In certain circumstances, however, such as during periods of high volatility, the Fund may be required by an exchange to increase the level of its initial margin payment.
The Fund may enter into interest rate swaps and the purchase or sale of interest rate caps and floors. The Fund expects to enter into these transactions primarily to preserve a return or spread on a particular investment or portion of its portfolio, as a duration management technique or to protect against any increase in the price of securities the Fund anticipates purchasing at a later date. The Fund intends to use these transactions as a hedge and not as a speculative investment. The Fund will not sell interest rate caps or floors based on securities that it does not own. The Fund will not enter into any interest rate swap, cap or floor transaction unless the unsecured senior debt or the claims-paying ability of the other party thereto is rated at least “A” by at least one nationally recognized rating organization at the time of entering into such transaction. There is no limit on the amount of interest rate swap transactions that may be entered into by the Fund. The aggregate purchase price of caps and floors held by the Fund may not exceed 5% of the Fund’s assets. The Fund may sell (i.e., write) caps and floors without limitation, as long as it designates on the Fund’s books liquid assets in an amount sufficient to cover its obligations under the cap or floor.
The Fund may purchase put options (puts) that relate to Municipal Obligations (whether or not it holds such securities in its portfolio) or futures on such securities.
The Fund may also sell puts on Municipal Obligations or
  and convention facilities. The Tax Reform Act of 1986 subjects interest income from these bonds to the federal alternative minimum tax and makes the tax-exempt status of certain bonds dependent on the issuer’s compliance with specific requirements after the bonds are issued. As described above, the Fund may invest up to 20% of its assets in bonds whose income is subject to the federal alternative minimum tax. This means that a portion of the Fund’s distributions could be subject to the federal alternative minimum tax that applies to certain taxpayers.
The Fund may invest without limit in advance refunded bonds.
The Fund may invest without limitation in high-quality, short-term tax-free instruments.
The Fund may invest in privately placed securities, including those that are eligible for resale only among certain institutional buyers without registration, commonly known as “Rule 144A Securities.” Restricted securities that are determined to be illiquid may not exceed the Fund’s 15% limit on investments in illiquid securities.
The Fund may invest without limitation in municipal lease obligations, primarily through certificates of participation rated in the top four quality grades by S&P or another nationally recognized statistical rating agency. As with the Fund’s other investments, the Manager expects that investments in municipal lease obligations will be exempt from regular federal income taxes. The Fund will rely on the opinion of the bond issuer’s counsel for a determination of the bond’s tax-exempt status.
The Fund may invest in zero coupon bonds.
Credit quality restrictions for the Fund apply only at the time of purchase. The Fund may continue to hold a security whose quality rating has been lowered or, in the case of an unrated bond, after the Manager has changed its assessment of its credit quality.
The Fund may buy or sell securities on a when-issued or delayed-delivery basis; that is, paying for securities before delivery or taking delivery at a later date. The Fund will designate cash or securities in amounts sufficient to cover its obligations, and will value the designated assets daily.
Where the Manager feels there is a limited supply of appropriate investments, the Fund may invest more than 25% of its total assets in Municipal Obligations relating to similar types of projects or with other similar economic, business, or political characteristics (such as bonds of housing finance agencies or healthcare facilities). In addition, the Fund may invest more than 25% of its assets in industrial development bonds or, in the case of the Fund, pollution control bonds, which may be backed only by the assets and revenues of a nongovernmental issuer. The Fund will not, however, invest more than 25% of its total assets in bonds issued for companies in the same business sector.
The Fund may borrow money from banks as a temporary measure for extraordinary or emergency purposes but

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  futures on such securities if the Fund’s continuing obligations on such puts are secured by designated assets on the Fund’s books consisting of cash or liquid debt securities having a value not less than the exercise price. The Fund will not sell puts if, as a result, more than 50% of the Fund’s assets would be required to cover its potential obligation under its hedging and other investment transactions.
In order to reduce fluctuations in net asset value, the Fund may sell or purchase call options (calls) on Municipal Obligations that are traded on U.S. securities exchanges and in the over-the-counter markets and related futures on such securities. The Fund may write call options only if the call option is “covered.” The Fund may write put options only if the put option is “secured.” Although the Fund will enter into over-the-counter options only with dealers that agree to enter into, and which are expected to be capable of entering into, closing transactions with the Fund, there can be no assurance that the Fund will be able to liquidate an over-the-counter option at a favorable price at any time prior to expiration. The Fund will not engage in over-the-counter options transactions if the amount invested by the Fund in over-the-counter options, plus, with respect to over-the-counter options written by the Fund, the amounts required to be treated as illiquid pursuant to SEC staff positions, plus the amount invested by the Fund in illiquid securities, would exceed 20% of the Fund’s total assets.
The Fund also may purchase and write call and put options on securities indices.
The Fund may also purchase and sell (write) call and put options on financial futures contracts.
The Fund may enter into credit default swap (CDS) contracts to the extent consistent with its investment objective and strategies. The Fund might use CDS contracts to limit or to reduce the risk exposure of the Fund to defaults of the issuer or issuers of its holdings (i.e., to reduce risk when the Fund owns or has exposure to such securities). The Fund also might use CDS contracts to create or vary exposure to securities or markets or as a tax management tool. The Fund will not be permitted to enter into any swap transaction unless, at the time of entering into such transaction, the unsecured long-term debt of the actual counterparty, combined with any credit enhancements, is rated at least BBB- by S&P or Baa3 by Moody’s or is determined to be of equivalent credit quality by the Manager.
The Fund may purchase Municipal Obligations on a “when-issued” basis and may purchase or sell Municipal Obligations on a “forward commitment” basis in order to acquire the security or to hedge against anticipated changes in interest rates and prices.
During temporary defensive periods (e.g., when, in the Manager’s opinion, temporary imbalances of supply and demand or other temporary dislocations in the tax-exempt bond market adversely affect the price at which long- or intermediate-term Colorado Municipal Obligations are

  normally does not do so. The Fund will not borrow money in excess of one-third of the value of its assets.
In response to unfavorable market conditions, the Fund may invest in taxable instruments for temporary defensive purposes. These could include obligations of the U.S. government, its agencies and instrumentalities, commercial paper, cash, certificates of deposit of domestic banks, repurchase agreements, reverse repurchase agreements, other cash equivalents, and other debt instruments. These investments may not be consistent with the Fund’s investment objective. To the extent that the Fund holds such investments, it may be unable to achieve its investment objective.

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available), and in order to keep cash on hand fully invested, the Fund may invest any percentage of its assets in temporary investments. The Fund intends to invest in taxable temporary investments only in the event that suitable tax-exempt temporary investments are not available at reasonable prices and yields. The Fund will invest only in taxable temporary investments which are U.S. Government securities.

Portfolio trading may be undertaken to accomplish the investment objective of the Fund in relation to actual and anticipated movements in interest rates. In addition, a security may be sold and another of comparable quality purchased at approximately the same time to take advantage of what the Manager believes to be a temporary price disparity between the two securities. The Fund may also engage to a limited extent in short-term trading consistent with its investment objective.

The Fund may invest up to 15% of its net assets in illiquid securities, which may include securities with contractual restrictions on resale, securities exempt from registration under Rule 144A of the Securities Act, and other securities which may not be readily marketable. Securities eligible for resale pursuant to Rule 144A, which are determined to be liquid, are not subject to the Fund’s 15% limit on investments in illiquid securities.

Subject to the foregoing, the Fund will attempt to achieve its investment objective by prudent selection of Colorado Municipal Obligations with a view to holding them for investment. The Fund anticipates that its annual portfolio turnover rate will generally not exceed 100%. However, the rate of turnover will not be a limiting factor when the Fund deems it desirable to sell or purchase securities. Therefore, depending upon market conditions, the annual portfolio turnover rate of the Fund may exceed 100% in particular years.

The Municipal Obligations market is rapidly evolving; types of Municipal Obligations other than those described above can be expected to be developed and marketed from time to time. Consistent with its investment limitations, the Fund expects to invest in those new types of Municipal Obligations that the Manager believes may assist the Fund in achieving its investment objective. The Fund will notify shareholders to the extent that it intends to invest more than 5% of its net assets in such obligations.

Principal Investment Risks. Investing in any closed-end fund involves the risk that you may lose part or all of the money you invest. Over time, the value of your investment in a Fund will increase and decrease according to changes in the value of the securities in the Fund’s portfolio. An investment in the Fund may not be appropriate for all investors.  Each Fund’s principal risks are included below.

[Any Preferred Shares issued by the Fund will have priority over the Common Shares. For so long as any

Preferred Shares are outstanding, the Fund will not: (1) declare or pay any dividend or other distribution (other than a dividend or distribution paid in Common Shares) in respect of the Common Shares, (2) call for redemption, redeem, purchase or otherwise acquire for consideration any Common Shares, or (3) pay any proceeds of the liquidation of the Fund in respect of the Common Shares, unless, in each case, (A) immediately thereafter, the Fund

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shall be in compliance with the 200% asset coverage limitations set forth under the 1940 Act after deducting the amount of such dividend or other distribution or redemption or purchase price or liquidation proceeds and (B) all cumulative dividends and other distributions of shares of all series of Preferred Shares of the Fund due on or prior to the date of the applicable dividend, distribution, redemption, purchase or acquisition shall have been declared and paid.]

The principal investment risks for the Acquired Fund and Acquiring Fund are similar, except that the Acquired Fund is subject to a greater extent of specific Colorado Municipal Obligations risk. Both Funds are subject to interest rate risk, high yield (junk bond) risk, credit risk, call risk, net asset value risk, market risk, industry and sector risk, geographic concentration risk, leveraging risk, government and regulatory risk, alternative minimum tax risk, liquidity risk, IBOR risk, and active management and selection risk.Even though the Acquired Fund and Acquiring Fund share many of the same types of risks, the degree of such risks may vary. The Acquired Fund is also subject to Colorado municipal obligations risk and derivatives risk and the Acquiring Fund is subject to security risk. Each Fund’s relative risk/return profile cannot be determined by the following risk descriptions and comparison alone. However, the Acquired Fund and Acquiring Fund share a similar risk/return profile.

Acquired Fund	Acquiring Fund
Fixed income related risks:	Fixed income related risks:
Interest rate risk	Interest rate risk
High yield (junk bond) risk	High yield (junk bond) risk
Credit risk	Credit risk
Call risk	Call risk
Colorado Municipal Obligations risk
Other risks:	Other risks:
Net asset value discount risk	Net asset value discount risk
Market risk	Market risk
	Security risk
Industry and sector risk	Industry and sector risk
Geographic concentration risk	Geographic concentration risk
Leveraging risk	Leveraging risk
Alternative minimum tax risk	Alternative minimum tax risk
Derivatives risk
Government and regulatory risk	Government and regulatory risk
Liquidity risk	Liquidity risk
IBOR risk	IBOR risk
Active management and selection risk	Active management and selection risk

Fixed Income Related Risks

Interest rate risk. (Acquired Fund and Acquiring Fund) The risk that the prices of bonds and other fixed income securities will increase as interest rates fall and decrease as interest rates rise. Interest rate changes are influenced by a number of factors, such as government policy, monetary policy, inflation expectations, and the supply and demand of bonds. Bonds and other fixed income securities with longer maturities or duration generally are more sensitive to interest rate changes. A fund may be subject to a greater risk of rising interest rates due to the current period of historically low interest rates.

High yield (junk bond) risk. (Acquired Fund and Acquiring Fund) The risk that high yield securities, commonly known as “junk bonds,” are subject to reduced creditworthiness of issuers, increased risk of default, and a more limited and less liquid secondary market. High yield securities may also be subject to greater price volatility and risk of loss of income and principal than are higher-rated securities. High yield bonds are sometimes issued by municipalities that have less financial strength and therefore have less ability to make projected debt payments on the bonds.

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Credit risk. (Acquired Fund and Acquiring Fund) The risk that an issuer of a debt security, including a governmental issuer or an entity that insures a bond, may be unable to make interest payments and/or repay principal in a timely manner.

Call risk. (Acquired Fund and Acquiring Fund) The risk that a bond issuer will prepay the bond during periods of low interest rates, forcing a fund to reinvest that money at interest rates that might be lower than rates on the called bond.

Colorado Municipal Obligations risk. (Acquired Fund) The risk that the value of Colorado Municipal Obligations may be adversely affected by new legislation in Colorado, regional or local economic conditions, and differing levels of supply and demand for municipal bonds. A fund holding Colorado Municipal Obligations is susceptible to political, economic or regulatory factors affecting issuers of Colorado Municipal Obligations. There can be no assurance that current or future statewide or regional difficulties, and the resulting impact on State or local governmental finances generally, or other factors, affecting State or local governmental finances, will not adversely affect the market value of Colorado Municipal Obligations held by a fund, the ability of a fund to manage its portfolio consistent with its investment policies or the ability of particular obligors to make timely payments of debt service on (or relating to) those obligations.

Other Risks

Net asset value discount risk. (Acquired Fund and Acquiring Fund) The risk that a closed-end investment company will trade at a discount from its net asset value (NAV). Historically, the Funds’ common shares have commonly traded for an amount less than net asset value.

Market risk. (Acquired Fund and Acquiring Fund) The risk that all or a majority of the securities in a certain market — such as the stock or bond market — will decline in value because of factors such as adverse political or economic conditions, future expectations, investor confidence, or heavy institutional selling.

Security risk. (Acquiring Fund) The risk that the value of an individual stock or bond will decline because of changing expectations for the performance of the individual company issuing the stock or bond (due to situations that could range from decreased sales to events such as a pending merger or actual or threatened bankruptcy).

Industry and sector risk. (Acquired Fund and Acquiring Fund) The risk that the value of securities in a particular industry or sector will decline because of changing expectations for the performance of that industry or sector.

Geographic concentration risk. (Acquired Fund and Acquiring Fund) The risk that heightened sensitivity to regional, state, US territories or possessions (such as the Commonwealth of Puerto Rico, Guam, or the US Virgin Islands), and local political and economic conditions could adversely affect the holdings in and performance of a fund. There is also the risk that there could be an inadequate supply of municipal bonds in a particular state or US territory or possession.

Leveraging risk. (Acquired Fund and Acquiring Fund) The risk that certain fund transactions, such as the use of derivatives instruments or when-issued, delayed delivery or forward commitment transactions, or issuance of preferred shares, may give rise to leverage, causing a fund to be more volatile than if it had not been leveraged, which may result in increased losses to the fund.

Alternative minimum tax risk. (Acquired Fund and Acquiring Fund) If a fund invests in bonds whose income is subject to the alternative minimum tax, that portion of the fund’s distributions would be taxable for shareholders who are subject to this tax.

Derivatives risk. (Acquired Fund) Derivatives contracts, such as futures, options, swaps, and inverse floaters, may involve additional expenses (such as the payment of premiums) and are subject to significant loss if a security, index, reference rate, or other asset or market factor to which a derivatives contract is associated, moves in the opposite direction from what the portfolio manager anticipated. When used for hedging, the change in value of the derivatives instrument may also not correlate specifically with the currency, rate, or other risk being hedged, in

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which case a fund may not realize the intended benefits. Derivatives contracts are also subject to the risk that the counterparty may fail to perform its obligations under the contract due to, among other reasons, financial difficulties (such as a bankruptcy or reorganization).

Government and regulatory risk. (Acquired Fund and Acquiring Fund) The risk that governments or regulatory authorities may take actions that could adversely affect various sectors of the securities markets and affect fund performance. For example, a tax-exempt security may be reclassified by the Internal Revenue Service or a state tax authority as taxable, and/or future legislative, administrative, or court actions could cause interest from a tax-exempt security to become taxable, possibly retroactively.

Liquidity risk. (Acquired Fund and Acquiring Fund) The possibility that investments cannot be readily sold within seven calendar days at approximately the price at which a fund has valued them.

IBOR risk. (Acquired Fund and Acquiring Fund) The risk that potential changes related to the use of the London Interbank Offered Rate (LIBOR) or similar interbank offered rates (IBORs, such as the Euro Overnight Index Average (EONIA)) could have adverse impacts on financial instruments that reference LIBOR or a similar rate. While some instruments may contemplate a scenario where LIBOR or a similar rate is no longer available by providing for an alternative rate setting methodology, not all instruments have such fallback provisions and the effectiveness of replacement rates is uncertain. The abandonment of LIBOR and similar rates could affect the value and liquidity of instruments that reference such rates, especially those that do not have fallback provisions. The use of alternative reference rate products may impact investment strategy performance.

Active management and selection risk. (Acquired Fund and Acquiring Fund) The risk that the securities selected by a fund’s management will underperform the markets, the relevant indices, or the securities selected by other funds with similar investment objectives and investment strategies. The securities and sectors selected may vary from the securities and sectors included in the relevant index.

Fundamental Investment Restrictions. The Acquired Fund and Acquiring Fund have adopted materially identical fundamental investment restrictions.  Each Fund is subject to the following restrictions that are “fundamental,” which means that they may not be changed without the approval of the holders of a majority of the outstanding common shares and Preferred Shares, if any, voting together as a single class, and of the holders of a majority of the outstanding Preferred Shares, if any, voting as a separate class. Except with respect to each Fund’s borrowing restriction, these fundamental investment restrictions and limitations will apply only at the time of purchase of securities and will not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of an acquisition of securities.

Concentration. Each Fund will not make investments that will result in the concentration (as that term may be defined in the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof) of its investments in the securities of issuers primarily engaged in the same industry, provided that this restriction does not limit the Fund from investing in obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or in tax-exempt securities or certificates of deposit.

Borrowing and Senior Securities. Each Fund may not borrow money or issue senior securities, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit.

Underwriting. Each Fund may not underwrite the securities of other issuers, except that the Fund may engage in transactions involving the acquisition, disposition or resale of its portfolio securities, under circumstances where it may be considered to be an underwriter under the Securities Act.

Real Estate. Each Fund may not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from investing in issuers which invest, deal or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein.

Commodities. Each Fund may not purchase or sell physical commodities, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from

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engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities.

Lending. Each Fund may not make loans, provided that this restriction does not prevent the Fund from purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker/dealers or institutional investors and investing in loans, including assignments and participation interests.

Effects of Leverage.  Assuming that leverage will represent approximately [____]% of the Combined Fund’s total managed assets and that the Combined Fund will bear expenses relating to that leverage at an average annual rate of [___]%, the income generated by the Combined Fund’s portfolio (net of estimated expenses) must exceed [____]% in order to cover the expenses specifically related to the Combined Fund’s estimated use of leverage. Of course, these numbers are merely estimates used for illustration. Actual leverage expenses will vary frequently and may be significantly higher or lower than the rate estimated above.

The following table is furnished in response to requirements of the SEC. It is designed to illustrate the effect of leverage on Common Share total return, assuming investment portfolio total returns (comprised of income and changes in the value of securities held in the Combined Fund’s portfolio) of (10)%, (5)%, 0%, 5% and 10%. These assumed investment portfolio returns are hypothetical figures and are not necessarily indicative of the investment portfolio returns experienced or expected to be experienced by the Combined Fund. The table further reflects the use of leverage representing [____]% of the Combined Fund’s total managed assets and the Combined Fund’s currently projected annual leverage expenses of [____]%.

Assumed Return on Portfolio (Net of Expenses)	-10%	-5%	0%	5%	10%
Corresponding Return to Common Shareholders	_%	_%	_%	_%	_%

Common Share total return is composed of two elements: the Common Share dividends paid by the Combined Fund (the amount of which is largely determined by the net investment income of the Combined Fund) and gains or losses on the value of the securities the Combined Fund owns. As required by SEC rules, the table assumes that the Combined Fund is more likely to suffer capital losses than to enjoy capital appreciation.  For example, a total return of 0% assumes that the tax-exempt interest the Combined Fund receives on its municipal bonds investments is entirely offset by losses in the value of those securities.

REORGANIZATION OF VMM INTO VFL

Investment Objectives.  The Acquired Fund and Acquiring Fund have similar principal investment objectives, as described below. VMM seeks to provide current income from both federal income tax and Minnesota state income tax while VFL only seeks to provide current income exempt from federal income tax

VMM (Acquired Fund)	VFL (Acquiring Fund)
What is the Fund’s investment objective? VMM seeks to provide current income exempt from both regular federal income tax and Minnesota state personal income tax, consistent with the preservation of capital.	What is the Fund’s investment objective? VFL seeks to provide current income exempt from regular federal income tax, consistent with the preservation of capital.

Principal Investment Strategies. The Acquired Fund and Acquiring Fund have similar, but not identical, principal investment strategies, as described below, with the most significant difference being the Acquired Fund’s specific focus on Municipal Obligations from the state of Minnesota.

Under normal circumstances, the Acquired Fund will invest substantially all (at least 80%) of its assets in tax-exempt “Minnesota Municipal Obligations” and the Acquiring Fund will invest substantially all (at least 80%) of its net assets in “Municipal Obligations.”  “Municipal Obligations” are debt obligations issued by states, cities and local authorities, and possessions and certain territories of the United States and their political subdivisions, agencies

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and instrumentalities, the interest on which, in the opinion of bond counsel or other counsel to the issuer of such securities, is, at the time of issuance, not includable in gross income for federal income tax purposes. “Minnesota Municipal Obligations” are Municipal Obligations issued by or on behalf of the State of Minnesota, its agencies, instrumentalities and political subdivisions and which bear interest that, in the opinion of bond counsel or other counsel to the issuer, is exempt from both regular federal income tax and Minnesota state personal income tax. For each Fund, the 80% investment policy is fundamental and may not be changed without the approval of the holders of a majority of the outstanding shares of common stock and Preferred Shares, voting together as a single class, and of the holders of a majority of the outstanding Preferred Shares voting as a separate class.

Each Fund is classified as diversified under applicable federal law and neither Fund will concentrate its investments in any one industry.

Each Fund may invest up to 20% of the Fund’s assets in securities that generate interest that is subject to federal alternative minimum tax (AMT).

Each Fund may invest without limitation in uninsured, “investment grade” Municipal Obligations. “Investment grade” means that, at the time of investment, a Municipal Obligation has a credit rating of at least Baa by Moody’s, or BBB by S&P, or is unrated but judged by the Manager, to be of comparable quality. Each Fund may invest up to 20% of its net assets in Municipal Obligations that are rated below investment grade or that are unrated but judged by the Manager to be of comparable quality.

Each Fund seeks to have an average maturity of between 20 and 30 years.

VMM (Acquired Fund)

VFL (Acquiring Fund)

What are the Fund’s principal investment strategies? The Fund seeks to achieve its investment objective by investing substantially all (in excess of 80%) of its net assets in tax-exempt “Minnesota Municipal Obligations” rated “investment grade” at the time of investment. “Municipal Obligations” are debt obligations issued by states, cities and local authorities, and possessions and certain territories of the United States and their political subdivisions, agencies and instrumentalities, the interest on which, in the opinion of bond counsel or other counsel to the issuer of such securities, is, at the time of issuance, not includable in gross income for federal income tax purposes. “Minnesota Municipal Obligations” are Municipal Obligations issued by or on behalf of the State of Minnesota, its agencies, instrumentalities and political subdivisions and which bear interest that, in the opinion of bond counsel or other counsel to the issuer, is exempt from both regular federal income tax and Minnesota state personal income tax. “Investment grade” means that, at the time of investment, a Minnesota Municipal Obligation has a credit rating of at least Baa by Moody’s, or BBB by Standard & Poor’s Financial Services LLC (S&P). The Fund may invest up to 20% of the Fund’s total assets in securities that generate interest that is subject to federal and Minnesota alternative minimum tax (AMT). In normal circumstances, the Fund does not intend to invest more than 5% of its assets in instruments other than Municipal Obligations. The Fund may invest without limit in state or municipal leases and participation interests therein. Municipal lease obligations held by the Fund will be treated as illiquid unless they are determined to be liquid pursuant to guidelines established by the Fund’s Board. The Fund intends to emphasize investments in Minnesota Municipal Obligations with long-term maturities in order to maintain an average portfolio maturity of 20 to 30 years. The average portfolio maturity, however, may be shortened from time to time depending upon market conditions. As a result, the Fund’s portfolio at any given time may include both long- and intermediate-term Minnesota Municipal Obligations. The Fund may also, as a matter of non-fundamental policy: (1) invest up to 20% of its total assets in unrated Minnesota Municipal Obligations determined by the Manager to be of comparable quality to investment grade rated Minnesota Municipal Obligations; (2) invest up to 20% of its net assets in municipal bonds that are rated Ba1/BB+ or lower or that are unrated but judged to be of comparable quality by the Manager; (3) continue to hold Municipal Obligations that have been downgraded by Moody’s or S&P below investment grade after purchase, subject to the Fund’s policy to invest no more than 20% of its net assets in Municipal Obligations rated below investment grade; and (4) purchase Minnesota Municipal Obligations on a “when-issued” basis and purchase or sell Minnesota Municipal Obligations on a “forward

What are the Fund’s principal investment strategies? The Fund seeks to achieve its investment objective by investing under normal circumstances, substantially all (at least 80%) of its net assets in “Municipal Obligations.” “Municipal Obligations” are debt obligations issued by or on behalf of a state or territory or its agencies, instrumentalities, municipalities and political subdivisions, the interest payable on which is, in the opinion of bond counsel, excludable from gross income for purposes of federal income taxation (except, in certain instances, the alternative minimum tax, depending upon the shareholder’s tax status). The Fund may invest up to 20% of the Fund’s assets in securities that generate interest that is subject to federal alternative minimum tax (AMT). The Fund may invest without limitation in uninsured, “investment grade” Municipal Obligations. “Investment grade” means that, at the time of investment, a Municipal Obligation has a credit rating of at least Baa by Moody’s, or BBB by Standard & Poor’s Financial Services LLC (S&P), or is unrated but judged by the Manager, to be of comparable quality. The Fund may invest up to 20% of its net assets in Municipal Obligations that are rated below investment grade or that are unrated but judged by the Manager to be of comparable quality. The Manager analyzes economic and market conditions, seeking to identify the securities or market sectors that the Manager thinks are the best investments for the Fund. The Fund generally invests in debt obligations issued by state and local governments and their political subdivisions, agencies, authorities, and instrumentalities that are exempt from federal income tax. The Fund may also invest in debt obligations issued by or for the District of Columbia, and its political subdivisions, agencies, authorities, and instrumentalities or territories and possessions of the United States that are exempt from federal income tax. The Fund will generally invest in securities for income rather than seeking capital appreciation through active trading. However, the Fund may sell securities for a variety of reasons, such as to reinvest the proceeds in higher yielding securities, to eliminate investments not consistent with the preservation of capital, to fund tender offers, or to address a weakening credit situation. The Fund invests its assets in securities with maturities of various lengths, depending on market conditions, but will have a dollar-weighted average effective maturity of between 20 and 30 years. The Manager will adjust the average maturity of the bonds in the Fund’s portfolio to attempt to provide a current tax-exempt income, consistent with preservation of capital. The Fund may focus its investments in certain types of bonds or in a certain segment of the municipal bond market when the supply of bonds in other sectors do not suit its investment needs.

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commitment” basis in order to acquire the security or to hedge against anticipated changes in interest rates and prices. The Fund may invest in advanced refunded bonds, escrow secured bonds or defeased bonds. In addition, the Fund may invest in Municipal Obligations issued by or on behalf of territories of the United States – such as Guam, the U.S. Virgin Islands or Puerto Rico – that are exempt from Minnesota and federal income tax to the extent that not more than 5% of the Fund’s exempt interest dividends are derived from such obligations, subject to the Fund’s fundamental investment policy to invest 80% of its net assets in Minnesota municipal obligations. As a matter of policy, the Fund will seek to derive at least 95% of its exempt-interest dividends from Minnesota Municipal Obligations in order to qualify to pay tax-exempt dividends on income from Minnesota Municipal Obligations. The Fund may invest up to 5% of its net assets in Minnesota Municipal Obligations whose rates vary inversely with changes in market rates of interest (so-called “inverse floaters”). The Fund may invest in custodial receipts or certificates that evidence ownership of future interest payments, principal payments or both on certain municipal securities. Although in normal circumstances the Fund does not intend to invest more than 5% of its assets in instruments other than Municipal Obligations, the Fund may attempt to hedge its investment portfolio against market risk (including interest rate risk) by engaging in various hedging transactions. In particular, the Fund may purchase and sell futures contracts, enter into various interest rate transactions, and may purchase and sell (or write) exchange-listed and over-the-counter put and call options on Municipal Obligations, other debt securities, aggregates of debt securities or indices of interest rates or prices thereof or other financial indices and on futures contracts (collectively, Hedging Transactions). The Fund intends to engage in Hedging Transactions if it appears advantageous to the Manager to do so in order to pursue the Fund’s investment objective, to seek to hedge against the effects of market conditions and to seek to stabilize the value of its assets. The Fund may enter into contracts for the purchase or sale for future delivery (futures contracts) of debt securities, aggregates of debt securities or indices or prices thereof, other financial indices and U.S. Government debt securities to hedge against a decline in the value of its portfolio securities that might result from a change in interest rates. The Fund will engage in such transactions for bona fide hedging, risk management (including duration management) and other portfolio management purposes, in each case in accordance with the rules and regulations of the Commodity Futures Trading Commission.

The Fund may invest without limitation in general obligation bonds in the top four quality grades or bonds that are unrated, but which the Manager determines to be of equal quality. The Fund may invest without limitation in revenue bonds in the top four quality grades or bonds that are unrated, but which the Manager determines to be of equal quality. The Fund may invest without limitation in insured Municipal Obligations. In addition, insurance is available on uninsured bonds and the Fund may purchase such insurance directly. The Manager will generally do so only if it believes that purchasing and insuring a Municipal Obligation provides an investment opportunity at least comparable to owning other available insured Municipal Obligations. Private activity or private placement bonds are municipal bond issues whose proceeds are used to finance certain nongovernment activities, including some types of industrial revenue bonds such as privately owned sports and convention facilities. The Tax Reform Act of 1986 subjects interest income from these bonds to the federal alternative minimum tax and makes the tax-exempt status of certain bonds dependent on the issuer’s compliance with specific requirements after the bonds are issued. As described above, the Fund may invest up to 20% of its assets in bonds whose income is subject to the federal alternative minimum tax. This means that a portion of the Fund’s distributions could be subject to the federal alternative minimum tax that applies to certain taxpayers. The Fund may invest without limit in advance refunded bonds. The Fund may invest without limitation in high-quality, short-term tax-free instruments. The Fund may invest in privately placed securities, including those that are eligible for resale only among certain institutional buyers without registration, commonly known as “Rule 144A Securities.” Restricted securities that are determined to be illiquid may not exceed the Fund’s 15% limit on investments in illiquid securities. The Fund may invest without limitation in municipal lease obligations, primarily through certificates of participation rated in the top four quality grades by S&P or another nationally recognized statistical rating agency. As with the Fund’s other investments, the Manager expects that investments in municipal lease obligations will be exempt from regular federal income taxes. The Fund will rely on the opinion of the bond issuer’s counsel for a determination of the bond’s tax-exempt status. The Fund may invest in zero coupon bonds. Credit quality restrictions for the Fund apply only at the time of purchase. The Fund may continue to hold a security whose quality rating has been lowered or, in the

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The Fund may enter into interest rate swaps and the purchase and sale of interest rate caps and floors. The Fund expects to enter into these transactions primarily to preserve a return or spread on a particular investment or portion of its portfolio, to manage the average weighted maturity of the Fund’s portfolio or to protect against any increase in the price of securities the Fund anticipates purchasing. The Fund intends to use these transactions as a hedge and not as a speculative investment. The Fund will not enter into any interest rate transaction unless the unsecured senior debt or the claims-paying ability of the other party to the transaction is rated at least “A” or the equivalent by at least one nationally recognized rating organization at the time of entering into the transaction. The Fund may enter into any amount of interest rate swaps. The Fund may not sell interest rate caps or floors based on securities that it does not own. The aggregate purchase price of caps and floors held by the Fund may not exceed 5% of the Fund’s assets. However, the Fund may sell (i.e., write) caps and floors without limitation, as long as it designates on the Fund’s books liquid assets in an amount sufficient to cover its obligations under the cap or floor. The Fund may purchase put options (puts) that relate to Municipal Obligations (whether or not it holds such securities in its portfolio) or futures on such securities. The Fund may also write put options, but only on a secured basis, which means that the Fund will designate on its books cash or U.S. government securities in an amount not less than the exercise price of the option at all times during the option period. The Fund may purchase put options to hedge against a decline in the value of its portfolio. By using put options in this way, the Fund will reduce any profit it might otherwise have realized in the underlying security by the amount of the premium paid for the put option and by transaction costs. The Fund may purchase puts that relate to Minnesota Municipal Obligations or futures on Minnesota Municipal Obligations. The Fund may also sell puts on Minnesota Municipal Obligations or futures on Minnesota Municipal Obligations if the Fund’s continuing obligations on such puts are secured by assets designated on the Fund’s books consisting of cash or liquid debt securities having an aggregate value not less than the exercise price. The Fund will not sell puts if, as a result, more than 50% of the Fund’s assets would be required to cover its potential obligation under its hedging and other investment transactions. In order to reduce fluctuations in NAV, the Fund may sell or purchase call options (calls) on Municipal Obligations that are traded on U.S. securities exchanges and in the over-the-counter markets and related futures on such securities. The Fund may purchase call options to hedge against an increase in the price of securities that the Fund anticipates purchasing in the future. The Fund may sell or purchase calls on Minnesota Municipal Obligations that are traded on the U.S. securities exchanges and in the over-the-counter markets. The Fund may also sell or purchase calls on futures contracts on those Minnesota Municipal Obligations. The Fund will only write (sell)

case of an unrated bond, after the Manager has changed its assessment of its credit quality. The Fund may buy or sell securities on a when-issued or delayed-delivery basis; that is, paying for securities before delivery or taking delivery at a later date. The Fund will designate cash or securities in amounts sufficient to cover its obligations, and will value the designated assets daily. Where the Manager feels there is a limited supply of appropriate investments, the Fund may invest more than 25% of its total assets in Municipal Obligations relating to similar types of projects or with other similar economic, business, or political characteristics (such as bonds of housing finance agencies or healthcare facilities). In addition, the Fund may invest more than 25% of its assets in industrial development bonds or, in the case of the Fund, pollution control bonds, which may be backed only by the assets and revenues of a nongovernmental issuer. The Fund will not, however, invest more than 25% of its total assets in bonds issued for companies in the same business sector. The Fund may borrow money from banks as a temporary measure for extraordinary or emergency purposes but normally does not do so. The Fund will not borrow money in excess of one-third of the value of its assets. In response to unfavorable market conditions, the Fund may invest in taxable instruments for temporary defensive purposes. These could include obligations of the U.S. government, its agencies and instrumentalities, commercial paper, cash, certificates of deposit of domestic banks, repurchase agreements, reverse repurchase agreements, other cash equivalents, and other debt instruments. These investments may not be consistent with the Fund’s investment objective. To the extent that the Fund holds such investments, it may be unable to achieve its investment objective.

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calls on securities or futures contracts it owns, or will designate on the Fund’s books liquid assets in an amount sufficient to purchase the underlying security or futures contract, adjusted to changes in market prices on a daily basis. The Fund may purchase call options to the extent that premiums paid by the Fund do not aggregate more than 2% of the Fund’s total assets.

The Fund may also purchase and write call and put options on securities indices.

To the extent that over-the-counter options are deemed to be illiquid, they are subject to the Fund’s limitation that a maximum of 15% of its net assets be invested in illiquid securities.

The Fund may enter into credit default swap (CDS) contracts to the extent consistent with its investment objective and strategies. The Fund might use CDS contracts to limit or to reduce the risk exposure of the Fund to defaults of the issuer or issuers of its holdings (i.e., to reduce risk when the Fund owns or has exposure to such securities). The Fund also might use CDS contracts to create or vary exposure to securities or markets or as a tax management tool. The Fund will not be permitted to enter into any swap transaction unless, at the time of entering into such transaction, the unsecured long-term debt of the actual counterparty, combined with any credit enhancements, is rated at least BBB- by S&P or Baa3 by Moody’s or is determined to be of equivalent credit quality by the Manager.

The Fund may invest in a temporary defensive manner when the Manager believes that the Fund will be affected by adverse market conditions. When investing in this manner, the Fund may hold all or a substantial part of its assets in short-term, high quality securities which may be either tax-exempt or taxable. The Fund may invest only in taxable temporary investments that are U.S. Government securities. To the extent that the Fund invests in a temporary defensive manner, the Fund may not be able to achieve its investment objective.

Portfolio trading will be undertaken principally to accomplish the Fund’s objective in relation to actual and anticipated movements in the general level of interest rates. In addition, a security may be sold and another security of comparable quality purchased at approximately the same time to take advantage of what the Manager believes to be a temporary price disparity between the two securities. The Fund may also engage to a limited extent in short-term trading consistent with its investment objective.

The Fund may invest up to 15% of its net assets in illiquid securities, which may include securities with contractual restrictions on resale, securities exempt from registration under Rule 144A of the Securities Act, and other securities which may not be readily marketable. Securities eligible for resale pursuant to Rule 144A, which are determined to be liquid, are not subject to the Fund’s 15% limit on investments in illiquid securities.

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The Fund is free to dispose of portfolio securities at any time, subject to complying with the Code and the 1940 Act, when changes in circumstances or conditions make such a move desirable in light of the Fund’s investment objective. The Fund will not attempt to achieve or be limited to a predetermined rate of portfolio turnover. The Fund anticipates that its annual portfolio turnover will not exceed 100%. However, the rate of turnover will not be a limiting factor when the Fund deems it desirable to sell or purchase securities. Therefore, depending on market conditions, the annual portfolio turnover rate of the Fund may exceed 100% in particular years.

The Municipal Obligations market is rapidly evolving; types of Municipal Obligations other than those described above can be expected to be developed and marketed from time to time. Consistent with its investment limitations, the Fund expects to invest in those new types of Municipal Obligations that the Manager believes may assist the Fund in achieving its investment objective. The Fund will notify shareholders to the extent that it intends to invest more than 15% of its net assets in such obligations.

Principal Investment Risks. Investing in any closed-end fund involves the risk that you may lose part or all of the money you invest. Over time, the value of your investment in a Fund will increase and decrease according to changes in the value of the securities in the Fund’s portfolio. An investment in the Fund may not be appropriate for all investors.  Each Fund’s principal risks, as listed in their Annual Reports, are included below.

[Any Preferred Shares issued by the Fund will have priority over the Common Shares. For so long as any

Preferred Shares are outstanding, the Fund will not: (1) declare or pay any dividend or other distribution (other than a dividend or distribution paid in Common Shares) in respect of the Common Shares, (2) call for redemption, redeem, purchase or otherwise acquire for consideration any Common Shares, or (3) pay any proceeds of the

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liquidation of the Fund in respect of the Common Shares, unless, in each case, (A) immediately thereafter, the Fund shall be in compliance with the 200% asset coverage limitations set forth under the 1940 Act after deducting the amount of such dividend or other distribution or redemption or purchase price or liquidation proceeds and (B) all cumulative dividends and other distributions of shares of all series of Preferred Shares of the Fund due on or prior to the date of the applicable dividend, distribution, redemption, purchase or acquisition shall have been declared and paid.]

The principal investment risks for the Acquired Fund and Acquiring Fund are similar, except that the Acquired Fund is subject to a greater extent of specific Minnesota Municipal Obligations risk. Both Funds are subject to interest rate risk, high yield (junk bond) risk, credit risk, call risk, net asset value risk, market risk, industry and sector risk, geographic concentration risk, leveraging risk, government and regulatory risk, alternative minimum tax risk, liquidity risk, IBOR risk, and active management and selection risk.Even though the Acquired Fund and Acquiring Fund share many of the same types of risks, the degree of such risks may vary. The Acquired Fund is also subject to Minnesota municipal obligations risk and derivatives risk and the Acquiring Fund is subject to security risk. Each Fund’s relative risk/return profile cannot be determined by the following risk descriptions and comparison alone. However, the Acquired Fund and Acquiring Fund share a similar risk/return profile.

Acquired Fund	Acquiring Fund
Fixed income related risks:	Fixed income related risks:
Interest rate risk	Interest rate risk
High yield (junk bond) risk	High yield (junk bond) risk
Credit risk	Credit risk
Call risk	Call risk
Minnesota Municipal Obligations risk
Other risks:	Other risks:
Net asset value discount risk	Net asset value discount risk
Market risk	Market risk
	Security risk
Industry and sector risk	Industry and sector risk
Geographic concentration risk	Geographic concentration risk
Leveraging risk	Leveraging risk
Alternative minimum tax risk	Alternative minimum tax risk
Derivatives risk
Government and regulatory risk	Government and regulatory risk
Liquidity risk	Liquidity risk
IBOR risk	IBOR risk
Active management and selection risk	Active management and selection risk

Fixed Income Related Risks

Interest rate risk. (Acquired Fund and Acquiring Fund) The risk that the prices of bonds and other fixed income securities will increase as interest rates fall and decrease as interest rates rise. Interest rate changes are influenced by a number of factors, such as government policy, monetary policy, inflation expectations, and the supply and demand of bonds. Bonds and other fixed income securities with longer maturities or duration generally are more sensitive to interest rate changes. A fund may be subject to a greater risk of rising interest rates due to the current period of historically low interest rates.

High yield (junk bond) risk. (Acquired Fund and Acquiring Fund) The risk that high yield securities, commonly known as “junk bonds,” are subject to reduced creditworthiness of issuers, increased risk of default, and a more limited and less liquid secondary market. High yield securities may also be subject to greater price volatility and risk of loss of income and principal than are higher-rated securities. High yield bonds are sometimes issued by municipalities that have less financial strength and therefore have less ability to make projected debt payments on the bonds.

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Credit risk. (Acquired Fund and Acquiring Fund) The risk that an issuer of a debt security, including a governmental issuer or an entity that insures a bond, may be unable to make interest payments and/or repay principal in a timely manner.

Call risk. (Acquired Fund and Acquiring Fund) The risk that a bond issuer will prepay the bond during periods of low interest rates, forcing a fund to reinvest that money at interest rates that might be lower than rates on the called bond.

Minnesota Municipal Obligations risk. (Acquired Fund) The risk that the value of Minnesota Municipal Obligations may be adversely affected by new legislation in Minnesota, regional or local economic conditions, and differing levels of supply and demand for municipal bonds. A fund holding Minnesota Municipal Obligations is susceptible to political, economic or regulatory factors affecting issuers of Minnesota Municipal Obligations. There can be no assurance that current or future statewide or regional difficulties, and the resulting impact on State or local governmental finances generally, or other factors, affecting State or local governmental finances, will not adversely affect the market value of Minnesota Municipal Obligations held by a fund, the ability of a fund to manage its portfolio consistent with its investment policies or the ability of particular obligors to make timely payments of debt service on (or relating to) those obligations.

Other Risks

Net asset value discount risk. (Acquired Fund and Acquiring Fund) The risk that a closed-end investment company will trade at a discount from its net asset value (NAV). Historically, the Funds’ common shares have commonly traded for an amount less than net asset value.

Market risk. (Acquired Fund and Acquiring Fund) The risk that all or a majority of the securities in a certain market — such as the stock or bond market — will decline in value because of factors such as adverse political or economic conditions, future expectations, investor confidence, or heavy institutional selling.

Security risk. (Acquiring Fund) The risk that the value of an individual stock or bond will decline because of changing expectations for the performance of the individual company issuing the stock or bond (due to situations that could range from decreased sales to events such as a pending merger or actual or threatened bankruptcy).

Industry and sector risk. (Acquired Fund and Acquiring Fund) The risk that the value of securities in a particular industry or sector will decline because of changing expectations for the performance of that industry or sector.

Geographic concentration risk. (Acquired Fund and Acquiring Fund) The risk that heightened sensitivity to regional, state, US territories or possessions (such as the Commonwealth of Puerto Rico, Guam, or the US Virgin Islands), and local political and economic conditions could adversely affect the holdings in and performance of a fund. There is also the risk that there could be an inadequate supply of municipal bonds in a particular state or US territory or possession.

Leveraging risk. (Acquired Fund and Acquiring Fund) The risk that certain fund transactions, such as the use of derivatives instruments or when-issued, delayed delivery or forward commitment transactions, or issuance of preferred shares, may give rise to leverage, causing a fund to be more volatile than if it had not been leveraged, which may result in increased losses to the fund.

Alternative minimum tax risk. (Acquired Fund and Acquiring Fund) If a fund invests in bonds whose income is subject to the alternative minimum tax, that portion of the fund’s distributions would be taxable for shareholders who are subject to this tax.

Derivatives risk. (Acquired Fund) Derivatives contracts, such as futures, options, swaps, and inverse floaters, may involve additional expenses (such as the payment of premiums) and are subject to significant loss if a security, index, reference rate, or other asset or market factor to which a derivatives contract is associated, moves in the opposite direction from what the portfolio manager anticipated. When used for hedging, the change in value of

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the derivatives instrument may also not correlate specifically with the currency, rate, or other risk being hedged, in which case a fund may not realize the intended benefits. Derivatives contracts are also subject to the risk that the counterparty may fail to perform its obligations under the contract due to, among other reasons, financial difficulties (such as a bankruptcy or reorganization).

Government and regulatory risk. (Acquired Fund and Acquiring Fund) The risk that governments or regulatory authorities may take actions that could adversely affect various sectors of the securities markets and affect fund performance. For example, a tax-exempt security may be reclassified by the Internal Revenue Service or a state tax authority as taxable, and/or future legislative, administrative, or court actions could cause interest from a tax-exempt security to become taxable, possibly retroactively.

Liquidity risk. (Acquired Fund and Acquiring Fund) The possibility that investments cannot be readily sold within seven calendar days at approximately the price at which a fund has valued them.

IBOR risk. (Acquired Fund and Acquiring Fund) The risk that potential changes related to the use of the London Interbank Offered Rate (LIBOR) or similar interbank offered rates (IBORs, such as the Euro Overnight Index Average (EONIA)) could have adverse impacts on financial instruments that reference LIBOR or a similar rate. While some instruments may contemplate a scenario where LIBOR or a similar rate is no longer available by providing for an alternative rate setting methodology, not all instruments have such fallback provisions and the effectiveness of replacement rates is uncertain. The abandonment of LIBOR and similar rates could affect the value and liquidity of instruments that reference such rates, especially those that do not have fallback provisions. The use of alternative reference rate products may impact investment strategy performance.

Active management and selection risk. (Acquired Fund and Acquiring Fund) The risk that the securities selected by a fund’s management will underperform the markets, the relevant indices, or the securities selected by other funds with similar investment objectives and investment strategies. The securities and sectors selected may vary from the securities and sectors included in the relevant index.

Fundamental Investment Restrictions. The Acquired Fund and Acquiring Fund have adopted materially identical fundamental investment restrictions.  Each Fund is subject to the following restrictions that are “fundamental,” which means that they may not be changed without the approval of the holders of a majority of the outstanding common shares and Preferred Shares, if any, voting together as a single class, and of the holders of a majority of the outstanding Preferred Shares, if any, voting as a separate class. Except with respect to each Fund’s borrowing restriction, these fundamental investment restrictions and limitations will apply only at the time of purchase of securities and will not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of an acquisition of securities.

Concentration. Each Fund will not make investments that will result in the concentration (as that term may be defined in the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof) of its investments in the securities of issuers primarily engaged in the same industry, provided that this restriction does not limit the Fund from investing in obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or in tax-exempt securities or certificates of deposit.

Borrowing and Senior Securities. Each Fund may not borrow money or issue senior securities, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit.

Underwriting. Each Fund may not underwrite the securities of other issuers, except that the Fund may engage in transactions involving the acquisition, disposition or resale of its portfolio securities, under circumstances where it may be considered to be an underwriter under the Securities Act.

Real Estate. Each Fund may not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from investing in issuers which invest, deal or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein.

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Commodities. Each Fund may not purchase or sell physical commodities, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities.

Lending. Each Fund may not make loans, provided that this restriction does not prevent the Fund from purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker/dealers or institutional investors and investing in loans, including assignments and participation interests.

Effects of Leverage.  Assuming that leverage will represent approximately [____]% of the Combined Fund’s total managed assets and that the Combined Fund will bear expenses relating to that leverage at an average annual rate of [___]%, the income generated by the Combined Fund’s portfolio (net of estimated expenses) must exceed [____]% in order to cover the expenses specifically related to the Combined Fund’s estimated use of leverage. Of course, these numbers are merely estimates used for illustration. Actual leverage expenses will vary frequently and may be significantly higher or lower than the rate estimated above.

The following table is furnished in response to requirements of the SEC. It is designed to illustrate the effect of leverage on Common Share total return, assuming investment portfolio total returns (comprised of income and changes in the value of securities held in the Combined Fund’s portfolio) of (10)%, (5)%, 0%, 5% and 10%. These assumed investment portfolio returns are hypothetical figures and are not necessarily indicative of the investment portfolio returns experienced or expected to be experienced by the Combined Fund. The table further reflects the use of leverage representing [____]% of the Combined Fund’s total managed assets and the Combined Fund’s currently projected annual leverage expenses of [____]%.

Assumed Return on Portfolio (Net of Expenses)	-10%	-5%	0%	5%	10%
Corresponding Return to Common Shareholders	_%	_%	_%	_%	_%

Common Share total return is composed of two elements: the Common Share dividends paid by the Combined Fund (the amount of which is largely determined by the net investment income of the Combined Fund) and gains or losses on the value of the securities the Combined Fund owns. As required by SEC rules, the table assumes that the Combined Fund is more likely to suffer capital losses than to enjoy capital appreciation.  For example, a total return of 0% assumes that the tax-exempt interest the Combined Fund receives on its municipal bonds investments is entirely offset by losses in the value of those securities.

What is the historical turnover of each of the Funds?

The following tables show each Fund’s portfolio turnover rates for the past three fiscal years:

Acquired Fund	Fiscal Year Ended 3/31/21	Fiscal Year Ended 3/31/20	Fiscal Year Ended 3/31/19
VCF	19%	31%	7%
VMM	2%	14%	13%

Acquiring Fund	Fiscal Year Ended 3/31/21	Fiscal Year Ended 3/31/20	Fiscal Year Ended 3/31/19
VFL	19%	33%	16%

The alignment of portfolio securities in the Acquiring Fund following the Reorganizations may increase portfolio turnover for the Acquiring Funds, which may generate additional costs associated with portfolio turnover.  While each Reorganization will be structured as a tax-free reorganization, the repositioning of a combined portfolio may result in capital gains due to the realignment of the combined portfolio in keeping with the Acquiring Fund’s investment strategy and policies.

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How do the Funds’ holdings compare?

Please see below a comparison of the approximate amount invested in municipal bonds as a percentage of total assets for (i) each Fund as of March 31, 2021, (ii) the Combined Fund, assuming only the Reorganization of VCF into the Acquiring Fund was consummated as of March 31, 2021, (iii) the Combined Fund, assuming only the Reorganization of VMM into the Acquiring Fund was consummated as of March 31, 2021, and (iv) the Combined Fund, assuming all of the Reorganizations were consummated as of March 31, 2021.

VCF	VMM	VFL	Pro forma Combined Fund (VCF into VFL)	Pro forma Combined Fund (VMM into VFL)	Pro forma Combined Fund (VCF and VMM into VFL)
[__]%	[__]%	[__]%	[__]%	[__]%	[__]%

INFORMATION ABOUT THE FUNDS

Where is each Fund organized?

VCF is a Minnesota corporation that commenced operations on July 29, 1993. VMM is a Minnesota corporation that  commenced operations on February 26, 1993. VFL is a Massachusetts business trust that commenced operations on February 26, 1993.

What are the fees and expenses of each Fund and what are the anticipated fees and expenses after the Reorganization(s)?

The tables below describe the fees and expenses that you may pay if you buy and hold shares of the Funds, followed by those anticipated to be charged by the Acquiring Fund shares after the Reorganization.  The information in the table reflects the fees and expenses incurred by each Fund during the 12-month period ended [    ] and the pro forma expenses for the 12-month period ended [   ]  for each possible Combined Fund assuming the Reorganizations took place on [  ].

The level of expense savings (or increases) will vary depending upon the combination of the Funds in the Reorganizations and the resulting size of the Combined Fund, and furthermore, there can be no assurance that future expenses will not increase or that any expense savings for any Fund will be realized. Because each of the Reorganizations may occur whether or not the other Reorganization is approved, several combinations are possible. The scenarios presented illustrate the pro forma effects on operating expenses for all possible combinations.]

	VCF	VMM	Acquiring Fund (VFL)	Pro forma Combined Fund (VCF into Acquiring Fund)	Pro forma Combined Fund (VMM into Acquiring Fund)	Pro forma Combined Fund (VCF and VMM into Acquiring Fund)
Shareholder Transaction Expenses
Sales Load (as a percentage of offering price)(1)
Dividend Reinvestment

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[and Cash Purchase] Plan Fees(2)
Investment Management Fees(3)	[0.40]%	[0.40]%	[0.40]%
Other Expenses(4)
Interest Expense(5)
Total Annual Fund Operating Expenses(4)(5)

(1) No sales load will be charged in connection with the issuance of Acquiring Fund common shares as part of the Reorganizations. Common shares are not available for purchase from the Funds but may be purchased on the NYSE American Exchange through a broker-dealer subject to individually negotiated commission rates. Common shares purchased in the secondary market may be subject to brokerage commissions or other charges.

(2) [The Reinvestment Plan Agent’s fees for the handling of the reinvestment of dividends will be paid by the Fund. However, each participant will pay a $0.02 per share fee incurred in connection with open-market purchases, which will be deducted from the value of the dividend. You will also be charged a $2.50 sales fee and a $0.15 per share sold brokerage commission fee if you direct the Reinvestment Plan Agent to sell your common shares held in a dividend reinvestment account. Per share fees include any applicable brokerage commissions the Reinvestment Plan Agent is required to pay. See “Automatic Dividend Reinvestment Plan” for additional information.]

(3) Each Fund pays DMC an annual fee of 0.40% which is calculated based on each Fund’s adjusted average daily net assets.  [If either of the Reorganizations are consummated, DMC has agreed to the Combined Fund Advisory Fee Reduction effective on the closing date of such Reorganization, resulting in a contractual advisory fee rate of [____]% of the average weekly managed assets of the Combined Fund].

(4) Includes Reorganization-related expenses accrued during the period for each Acquired Fund and the Acquiring Fund. The Total Annual Fund Operating Expenses (excluding interest expense and, if applicable, Reorganization-related expenses) for the Funds are presented below:

VCF VMM Acquiring Fund (VFL) Pro forma Combined Fund (VCF into Acquiring Fund) Pro forma Combined Fund (VMM into Acquiring Fund) Pro forma Combined Fund (VCF and VMM into Acquiring Fund)

(5) Each Fund utilizes preferred shares as leverage in an attempt to obtain a higher return for the Fund.  In order to help you better understand the costs associated with the Funds’ leverage strategy, the Total Annual Fund Operating Expenses (excluding interest expense) for the Funds are presented below:

VCF VMM Acquiring Fund (VFL) Pro forma Combined Fund (VCF into Acquiring Fund) Pro forma Combined Fund (VMM into Acquiring Fund) Pro forma Combined Fund (VCF and VMM into Acquiring Fund)

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How can I compare the costs of investing in the common shares of the Acquired Funds with the cost of investing in common shares of the combined Acquiring Fund?

The following example is intended to help you compare the costs of investing in the common shares of the Acquiring Fund pro forma if: (i) only the VCF Reorganization is completed; (ii) only the VMM Reorganization is completed; and (iii) all of the Reorganizations are completed with the costs of investing in VCF, VMM and the Acquiring Fund without the Reorganizations.  An investor in common shares would pay the following expenses on a $1,000 investment, assuming (1) the “Total Annual Fund Operating Expenses” for each Fund set forth in the total expenses table above and (2) a 5% annual return throughout the period:

	1 Year	3 Years	5 Years	10 Years
VCF	[   ]	[   ]	[   ]	[   ]
VMM	[   ]	[   ]	[   ]	[   ]
Acquiring Fund (VFL)	[   ]	[   ]	[   ]	[   ]
Pro forma Combined Fund (VCF into VFL)	[   ]	[   ]	[   ]	[   ]
Pro forma Combined Fund (VMM into VFL)	[   ]	[   ]	[   ]	[   ]
Pro forma Combined Fund (VCF and VMM into VFL)	[   ]	[   ]	[   ]	[   ]

What are the general tax consequences of the Reorganizations?

The Reorganizations are each intended to qualify as a tax-free reorganization for federal income tax purposes and the delivery of a legal opinion to that effect is a condition of closing of the Reorganization (although there can be no assurance that the Internal Revenue Service (IRS) will adopt a similar position). This means that, subject to the limited exceptions described below under the heading “What are the tax consequences of each Reorganization,”  Acquired Fund shareholders will not recognize any gain or loss for federal income tax purposes as a result of the exchange of all of their Acquired Fund shares for Acquiring Fund shares pursuant to the Reorganizations.  Prior to the closing of the Reorganizations, each Acquired Fund will distribute to its shareholders, in one or more distributions, all of its income and gains (net of available capital loss carryovers) not previously distributed for taxable years ending on or prior to the date of closing of the Reorganization.

Additionally, as discussed above, shareholders of VCF and VMM who are residents of Colorado or Minnesota, respectively, may lose the benefit of the exempt-interest dividends paid by such Fund being excluded from the individual income tax in Colorado or Minnesota, respectively, to the extent that the Acquiring Fund invests in securities the interest from which is not exempt from Colorado or Minnesota state income tax, respectively, or to the extent that the Acquiring Fund is no longer eligible to pass through to investors the tax-exempt nature of its income for state tax purposes. Shareholders should consult their own tax advisor regarding the effect, if any, of the Reorganizations in light of their individual circumstances. For more information, please see the section “What are the tax consequences of each Reorganization” below.

Who manages the Funds?

The Funds’ investment manager is Delaware Management Company (DMC), located at 100 Independence, 610 Market Street, Philadelphia, PA 19106-2354. Together, the Manager and the subsidiaries of Macquarie Management Holdings, Inc. (MMHI) manage, as of June 30, 2021, $[  ] billion in assets, including mutual funds, separate accounts, and other investment vehicles. The Manager and its predecessors have been managing Delaware Funds since 1938. The Manager is a series of Macquarie Investment Management Business Trust (a Delaware statutory trust), which is a subsidiary of MMHI. MMHI is a wholly owned subsidiary of Macquarie Group Limited. The Manager makes investment decisions for the Funds, manages the Funds’ business affairs, and provides daily administrative services.

Each Fund pays the Manager an annual fee of 0.40% which is calculated based on each Fund’s adjusted average daily net assets.

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A discussion regarding the basis for each Board’s approval of the corresponding Fund’s investment advisory contract with DMC will be available in the Funds’ semi-annual report to shareholders for the period ended Sept. 30, 2021.

Portfolio Managers of the Funds

Each Acquired Fund and the Acquiring Fund share the same portfolio managers, Gregory A. Gizzi, Stephen J. Czepiel, and Jake van Roden.

Gregory A. Gizzi, Managing Director, Head of Municipal Bonds, Senior Portfolio Manager. Gregory A. Gizzi has managed the Acquired Funds since November 2011 and the Acquiring Fund since March 2012.

Stephen J. Czepiel, Managing Director, Head of Municipal Bonds Portfolio Management, Senior Portfolio Manager. Stephen J. Czepiel has managed the Acquired Funds and the Acquiring Fund since July 2007.

Jake van Roden, Senior Vice President, Senior Portfolio Manager. Jake van Roden has managed the Acquired Funds and the Acquiring Fund since February 2019.

Gregory A. Gizzi

Managing Director, Head of Municipal Bonds, Senior Portfolio Manager

Gregory A. Gizzi is head of municipal bonds for Macquarie Investment Management Fixed Income (MFI) in the Americas, a role he assumed in February 2019. In this role, he is responsible for the overall operation of the strategy and is team lead on several of the tax-exempt strategies. Additionally, Gizzi continues to be responsible for MFI’s taxable municipal business and the marketing efforts for the municipal product. Previously, Gizzi was co-portfolio manager of the firm’s municipal bond funds and several client accounts, a role he held since November 2011. Before joining Macquarie Investment Management in January 2008 as head of municipal bond trading, he spent six years as a vice president at Lehman Brothers for the firm’s tax-exempt institutional sales effort. Prior to that, he spent two years trading corporate bonds for UBS before joining Lehman Brothers in a sales capacity. Gizzi has more than 20 years of trading experience in the municipal securities industry, beginning at Kidder Peabody in 1984, where he started as a municipal bond trader and worked his way up to institutional block trading desk manager. He later worked in the same capacity at Dillon Read. Gizzi earned his bachelor’s degree in economics from Harvard University.

Stephen J. Czepiel

Managing Director, Head of Municipal Bonds Portfolio Management, Senior Portfolio Manager

Stephen J. Czepiel leads the portfolio management of the firm’s municipal bonds strategies for Macquarie Investment Management Fixed Income (MFI) in the Americas, a role he assumed in February 2019. He is a co-portfolio manager of the firm’s municipal bond funds and client accounts, a role he has held since August 2007. He joined Macquarie Investment Management in July 2004 as a senior bond trader. Previously, he was vice president at both Mesirow Financial and Loop Capital Markets. He began his career in the securities industry in 1982 as a municipal bond trader at Kidder Peabody and now has more than 20 years of experience in the municipal securities industry. Czepiel earned his bachelor’s degree in finance and economics from Duquesne University.

Jake van Roden

Senior Vice President, Senior Portfolio Manager

Jake van Roden is a member of the municipal bond department within Macquarie Investment Management Fixed Income (MFI). He is a portfolio manager for MFI’s nine open-end state-specific municipal bond funds, as well as for several municipal bond client accounts, a role he assumed in December 2017. In February 2019, his portfolio management role expanded to include MFI’s closed-end municipal bond funds and the three national municipal open-end funds. He joined the municipal department in July 2004 as a generalist and became head of municipal trading in December 2012. Before that, van Roden interned at Macquarie Investment Management in the client services department. He received a bachelor’s degree in American studies with a minor in government from Franklin & Marshall College.

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The SAI for the Funds provides additional information about each portfolio manager’s compensation, other accounts managed by each portfolio manager, and each portfolio manager’s ownership of Fund shares. 

How do the performance records of the Funds compare?

The table below provide some indication of the risks of investing in the Funds by showing how each Fund’s average annual total returns for the 1-, 5-, and 10-year periods.  Each Fund’s past performance is not necessarily an indication of how it will perform in the future. The performance quoted represents past performance and does not guarantee future results. Investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. Please obtain the most recent performance data by calling 866 437-0252 or visiting our website at delawarefunds.com/closed-end.

				Annualized Rates of Return
	Trailing 12-month Distribution Yield based on Dec. 31, 2020 NAV	One Year ended Dec. 31, 2020 based on NAV	One Year ended Dec. 31, 2020 based on Market Price	Five Year ended Dec. 31, 2020 based on NAV	Five Year ended Dec. 31, 2020 based on Market Price	Ten Year ended Dec. 31, 2020 based on NAV	Ten Year ended Dec. 31, 2020 based on Market Price
VCF	[__]%	[__]%	[__]%	[__]%	[__]%	[__]%	[__]%
VMM	[__]%	[__]%	[__]%	[__]%	[__]%	[__]%	[__]%
Acquiring Fund (VFL)	[__]%	[__]%	[__]%	[__]%	[__]%	[__]%	[__]%

Information about the Preferred Shares of the Funds

On April 25, 2019, VCF, VMM, and VFL priced private offerings to a qualified institutional buyer, as defined pursuant to Rule 144A under the Securities Act of 1933, of approximately $135 million of Muni-MultiMode Preferred Shares, Series 2049 (MMP). VCF, VMM, and VFL issued $30,000,000, $75,000,000 and $30,000,000, respectively, of MMP Shares with a $100,000 liquidation value per share. Each Fund used the net proceeds from each offering to redeem its outstanding Variable Rate MuniFund Term Preferred Shares, Series 2021 (VMTP). The MMP shares were the same amount and value as the respective Fund’s VMTP shares.

The MMP shares are a floating rate form of preferred stock with a mandatory term redemption. The mandatory term redemption date for these three offerings is April 1, 2049. MMP shares have the option at either the request of the purchaser or issuer to be converted to a variable rate demand preferred (VRDP) structure. The converted VRDP shares could then be offered for sale to certain institutional investors. The VRDP could continue to remain outstanding for the remainder of the MMP shares’ 30-year term. MMP dividends are set weekly at a spread to the Securities Industry and Financial Markets Association Municipal Swap Index. MMP shares represent the preferred stock of each Fund and are senior, with priority in all respects, to each Fund’s common shares as to payments of dividends. MMP shares are redeemable at par. A Fund may be obligated to redeem certain of the MMP shares if the Fund fails to maintain certain asset coverage and leverage ratio requirements and such failures are not cured by the applicable cure date. The redemption price per share is equal to the sum of the liquidation value per share plus any accumulated but unpaid dividends. Dividends on MMP shares are set weekly, and are based on a short-term index rate plus an additional spread that is subject to adjustment in certain circumstances, including a change in the credit rating assigned to the MMP shares by Fitch Ratings (“Fitch”).

Set forth below is information about each Fund’s preferred shares as of March 31, 2021:

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Fund	Title of Class	Amount Authorized	Amount Held by Fund for its Own Account	Amount Outstanding Exclusive of Amount Shown in Previous Column
VCF	MMP	300	[__]	[__]
VMM	MMP	750	[__]	[__]
Acquiring Fund (VFL)	MMP	300	[__]	[__]

Below is a table that details, as of [DATE], (i) each Fund’s current level of leverage attributable to preferred shares as a percentage of its total net assets, (ii) the Combined Fund’s leverage attributable to preferred shares on a pro forma bases as a percentage of its total net assets assuming only the VCF Reorganization was consummated as of [DATE], (iii) the Combined Fund’s leverage attributable to preferred shares on a pro forma basis as a percentage of its total net assets assuming only the VMM Reorganization was consummated as of [DATE], and (iv) the Combined Fund’s leverage attributable to preferred shares on a pro forma basis as a percentage of its total net assets assuming all of the Reorganizations were consummated as of [DATE].

	Title of Class	Shares Outstanding	Liquidation Preference Per Share	Aggregate Liquidation Preference	Total Assets Managed	As Percentage of Net Assets
VCF	MMP	300	$100,000	[$30,000,000]	[   ]	[   ]%
VMM	MMP	750	$100,000	[$75,000,000]	[   ]	[   ]%
VFL	MMP	300	$100,000	[$30,000,000]	[   ]	[   ]%
Pro forma Combined Fund (VCF into VFL)	MMP	600	$100,000	[$60,000,000]	[   ]	[   ]%
Pro forma Combined Fund (VMM into VFL)	MMP	1,050	$100,000	[$105,000,000]	[   ]	[   ]%
Pro forma Combined Fund (VCF and VMM into VFL)	MMP	1,350	$100,000	[$135,000,000]	[   ]	[   ]%

The weighted average dividend rates for the year ended March 31, 2021 were as follows:

VCF	1.36%
VMM	1.12%
Acquiring FundVFL	1.38%

Please see below a comparison of certain important ratios related to (i) each Fund’s use of leverage as of March 31, 2021, (ii) the Combined Fund’s estimated use of leverage, assuming only the Reorganization of VCF into the Acquiring Fund had taken place as of March 31, 2021, (iii) the Combined Fund’s estimated use of leverage, assuming only the Reorganization of VMM into the Acquiring Fund had taken place as of March 31, 2021, and (iv) the Combined Fund’s estimated use of leverage, assuming the Reorganizations of all the Funds had taken place as of March 31, 2021.

Ratios VCF VMM Acquiring Fund (VFL) Pro forma Combined Fund (VCF into VFL) Pro forma Combined Fund (VMM into VFL) Pro forma Combined Fund (VCF and VMM into VFL)

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Asset Coverage Ratio	[   ]%	[   ]%	[   ]%	[   ]%	[   ]%	[   ]%
Regulatory Leverage Ratio	[   ]%	[   ]%	[   ]%	[   ]%	[   ]%	[   ]%
Effective Leverage Ratio	[   ]%	[   ]%	[   ]%	[   ]%	[   ]%	[   ]%

Where can I find more financial information about the Funds?

Each Fund’s Annual Report contains a discussion of their performance during their most recent fiscal year and shows per share information for each of the previous five fiscal years. These documents, and the Funds’ most recent Semiannual Reports are available upon request.  See “More Information about the Funds”.

What are other key features of the Funds?

REORGANIZATION OF VCF INTO VFL

Investment Advisory Fees.  DMC is the investment advisor of each Fund. DMC has entered into [identical] investment advisory agreements relating to each Fund. Each Fund’s investment advisory fee, as a percentage of the Fund’s adjusted average daily net assets, is 0.40%. Acquired Fund shareholders will not experience a change in investment advisory fees upon the Reorganization. As of May 31, 2021, the Acquired Fund had approximately $75.1 million in assets and the Acquiring Fund had approximately $69.2 million in assets.

REORGANIZATION OF VMM INTO VFL

Investment Advisory Fees.  DMC is the investment advisor of each Fund.  DMC has entered into [identical] investment advisory agreements relating to each Fund. Each Fund’s investment advisory fee, as a percentage of the Fund’s adjusted average daily net assets, is 0.40%. Acquired Fund shareholders will not experience a change in investment advisory fees upon the Reorganization. As of May 31, 2021, the Acquired Fund had approximately $174.2 million in assets and the Acquiring Fund had approximately $69.2 million in assets.

______

Dividends, Distributions and Taxes.

Dividends and distributions

Each Fund intends to qualify each year as a regulated investment company under the Internal Revenue Code of 1986, as amended. As a regulated investment company, a Fund generally pays no federal income tax on the income and gains it distributes to you. Each Fund expects to distribute all of its net investment income, if any, and all of its net realized capital gains, if any, at least annually, usually in December. A Fund may distribute such income dividends and capital gains more frequently, if necessary, in order to reduce or eliminate federal excise or income taxes on the Fund. The amount of any distribution will vary, and there is no guarantee a Fund will pay either an income dividend or a capital gains distribution. We automatically reinvest all dividends and any capital gains, unless you direct us to do otherwise.

Annual statements

Each year, the Funds will send you an annual statement (Form 1099) of your account activity to assist you in completing your federal, state, and local tax returns. Your statement will show the exempt-interest dividends you received and the separately-identified portion that constitutes an item of tax preference for purposes of the alternative minimum tax (tax-exempt AMT interest). Distributions declared in December to shareholders of record

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in such month, but paid in January, are taxable as if they were paid in December. Prior to issuing your statement, the Funds make every effort to reduce the number of corrected forms mailed to you. However, if a Fund finds it necessary to reclassify its distributions or adjust the cost basis of any covered shares (defined below) sold or exchanged after you receive your tax statement, the Fund will send you a corrected Form 1099.

Tax considerations

Fund distributions. Each Fund expects, based on its investment objective and strategies, that its distributions, if any, will be exempt from regular federal incometax. Each Fund may also make distributions that are taxable as ordinary income, capital gains, or some combination of both. This is true whether you reinvest your distributions in additional Fund shares or receive them in cash.

Exempt-interest dividends. Dividends from the Funds will consist primarily of exempt-interest dividends from interest earned on municipal securities. Ingeneral, exempt-interest dividends are exempt from regular federal income tax. Exempt-interest dividends from interest earned on municipal securities of a state, or its political subdivisions, generally are exempt from that state's personal income tax. Most states, however, do not grant tax-free treatment to interest from municipal securities of other states.

Because of these tax exemptions, a tax-free fund may not be a suitable investment for retirement plans and other tax-exempt investors. These dividends may be taxable to corporate shareholders subject to a state's corporate franchise tax, corporate income tax, or both and such shareholders should consult with their tax advisors about the taxability of this income before investing in a Fund.

Exempt-interest dividends are taken into account when determining the taxable portion of your social security or railroad retirement benefits. Each Fund may invest a portion of its assets in private activity bonds. The income from these bonds is a tax preference item when determining federal alternative minimum tax for noncorporate shareholders, unless such bonds were issued in 2009 or 2010.

While each Fund endeavors to purchase only bona fide tax-exempt securities, there are risks that: (i) a security issued as tax-exempt may be reclassified by the Internal Revenue Service (IRS) or a state tax authority as taxable and/or (ii) future legislative, administrative, or court actions could adversely impact the qualification of income from a tax-exempt security as tax-free. Such reclassifications or actions could cause interest from a security to become taxable, possibly retroactively, subjecting you to increased tax liability. In addition, such reclassifications or actions could cause the value of a security, and therefore, the value of a Fund's shares, to decline.

Taxable income dividends. Each Fund may invest a portion of its assets in securities that pay income that is not tax-exempt. Each Fund also may distribute toyou any market discount and net short-term capital gains from the sale of its portfolio securities. If you are a taxable investor, Fund distributions from this income are taxable to you as ordinary income, and generally will not be treated as qualified dividend income subject to reduced rates of taxation for individuals. Distributions of ordinary income are taxable whether you reinvest your distributions in additional Fund shares or receive them in cash.

Capital gain distributions. Each Fund also may realize net long-term capital gains from the sale of its portfolio securities. Fund distributions of long-term capitalgains are taxable to you as long-term capital gains no matter how long you have owned your shares.

Sale of Fund shares.  A shareholder’s tender of all or a part of its Shares for cash pursuant to an offer will be a taxable transaction for federal income tax purposes.  The tax consequences of the sale will be determined in part under the stock redemption rules of Section 302 of the Code.  The amount and characterization of income recognized by a shareholder in connection with a sale pursuant to an offer will depend on whether the sale is treated as an “exchange” or a “dividend” for tax purposes.

Medicare tax. An additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributionsreceived from a Fund and net gains from redemptions or other taxable dispositions of Fund shares) of US individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds a threshold amount. Net investment income does not include exempt-interest dividends. This Medicare tax, if applicable, is reported by you on, and paid with, your federal income tax return.

Backup withholding. By law, if you do not provide a Fund with your proper taxpayer identification number and certain required certifications, you may besubject to backup withholding on any distributions of income, capital

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gains, or proceeds from the sale of your shares. A Fund also must withhold if the IRS instructs it to do so. When withholding is required, the amount will be 24% of any distributions or proceeds paid.

State and local taxes. Except as otherwise provided in the section below entitled “State tax considerations,” Fund distributions and gains from the sale or exchange of your Fund shares generally are subject to state and local taxes.

Non-US investors. Non-US investors may be subject to US withholding tax at a 30% or lower treaty rate and US estate tax and are subject to special UStax certification requirements to avoid backup withholding and claim any treaty benefits. Exemptions from US withholding tax are provided for certain capital gain dividends paid by a Fund from net long-term capital gains, if any, exempt-interest dividends, interest-related dividends paid by a Fund from its qualified net interest income from US sources and short-term capital gain dividends, if such amounts are reported by a Fund. However, notwithstanding such exemptions from US withholding at the source, any such dividends and distributions of income and capital gains will be subject to backup withholding at a rate of 24% if you fail to properly certify that you are not a US person.

Other reporting and withholding requirements. Under the Foreign Account Tax Compliance Act (FATCA), a Fund will be required to withhold a 30% tax on income dividends made by the Fund to certain foreign entities, referred to as foreign financial institutions or nonfinancial foreign entities, that fail to comply (or be deemed compliant) with extensive reporting and withholding requirements designed to inform the US Department of the Treasury of US-owned foreign investment accounts. After Dec. 31, 2018, FATCA withholding would have applied to certain capital gain distributions, return of capital distributions and the proceeds arising from the sale of Fund shares; however, based on proposed regulations issued by the IRS, which can be relied upon currently, such withholding is no longer required unless final regulations provide otherwise (which is not expected). A Fund may disclose the information that it receives from its shareholders to the IRS, non-US taxing authorities or other parties as necessary to comply with FATCA or similar laws. Withholding also may be required if a foreign entity that is a shareholder of a Fund fails to provide the Fund with appropriate certifications or other documentation concerning its status under FATCA.

State tax considerations

The following sections address certain state income tax aspects of distributions from the Funds. However, it is for general information only and should not be construed as tax advice. You should consult your tax advisor before making an investment in a Fund. Unless otherwise noted, the discussion is limited to state income taxes applicable to individual shareholders. In addition, many states require that the portion of a Fund’s income that is exempt from taxation be specifically designated.

Colorado state taxation. Exempt-interest dividends paid by Delaware Tax-Free Colorado Fund are exempt from Colorado taxable income for purposes of theColorado individual income tax if the dividends are excluded from gross income for federal income tax purposes and if the dividends are derived from interest on:

•obligations of the State of Colorado or its political subdivisions that are issued on or after May 1, 1980; and 

•obligations of the State of Colorado or its political subdivisions that were issued before May 1, 1980, to the extent that such interest is specifically exempt from income taxation under the Colorado state laws authorizing the issuance of such obligations. 

Such exempt-interest dividends also should be excluded for purposes of calculating Colorado alternative minimum taxable income for individuals.

Exempt-interest dividends derived from qualifying obligations of US territories and possessions that are exempt from state taxation under federal law may also be exempt.

Minnesota state taxation. Exempt-interest dividends paid by Delaware Tax-Free Minnesota Fund, Delaware Tax-Free Minnesota Intermediate Fund, andDelaware Minnesota High-Yield Municipal Bond Fund are exempt from taxable income for purposes of the Minnesota individual income tax provided that (i) such dividends are derived from tax-exempt interest on obligations of Minnesota and its political subdivisions, (ii) such dividends are excluded from gross income for federal income tax purposes, and (iii) the exempt-interest dividends from tax-exempt obligations of Minnesota and its political subdivisions represent 95% or more of the total exempt-interest dividends (including the portion of exempt-interest dividends exempt from state taxation under the laws of the United States) paid to shareholders by the Fund. If at least 95% of the total exempt-interest dividends are derived from municipal obligations of the state of Minnesota and its political subdivisions, that portion of such exempt-interest dividends is

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exempt from the Minnesota individual income tax and the portion of such exempt-interest dividends not derived from obligations of Minnesota and its political subdivisions is taxable for Minnesota individual income tax purposes.  If less than 95% of the total exempt-interest dividends are derived from obligations of the state of Minnesota and its political subdivisions, the full amount of such exempt-interest dividends is taxable for Minnesota individual income tax purposes.  As a matter of policy, the Fund will seek to earn at least 95% of its income from interest on municipal securities issued by Minnesota and its political subdivisions.

Dividends attributable to interest derived from qualifying obligations of the US may be excluded from Minnesota taxable income to the extent such interest was included in federal taxable income (however such obligations and the dividends therefrom could affect the ability of the Fund to satisfy the above-referenced 95% requirement with respect to obligations of Minnesota and its political subdivisions).

Exempt-interest dividends that are excluded from Minnesota regular taxable income but that are subject to the federal alternative minimum tax are also subject to the Minnesota alternative minimum tax on individuals, estates and trusts. Corporations that receive distributions from the Minnesota Funds, including exempt-interest dividends, may be subject to the Minnesota franchise tax imposed on corporations.

Expenses to carry tax-exempt obligations. Note that in addition to the discussion of the various state income taxes above, interest on indebtedness incurred orcontinued to purchase or carry obligations, the income from which is exempt from state taxation, may not be deductible for state income tax purposes (or may be required to be added to the base upon which such taxes are imposed).

This discussion of “Dividends, distributions, and taxes” is not intended or written to be used as tax advice. Because everyone’s tax situation is unique, you should consult your tax professional about federal, state, local, or foreign tax consequences before making an investment in a Fund.

REASONS FOR THE REORGANIZATIONS

The Acquired Funds and the Acquiring Fund share the same Boards of Directors. At a meeting of the Boards of Directors held on Aug. 12, 2021 (the Board Meeting), DMC recommended to the Boards, on behalf of each Acquired Fund and the Acquiring Fund, that they approve the Reorganizations. DMC recommended the Reorganizations because of the following factors, among others:

• Each Acquired Fund and the Acquiring Fund share similar investment objectives, strategies and risks, and fundamental investment restrictions.

• Each Acquired Fund and the Acquiring Fund have the same portfolio management teams and a degree of portfolio characteristics overlap (such as average maturity and coupon), which should minimize transaction costs due to the Reorganization.

• Each Acquired Fund’s management fee will remain the same following the Reorganization.

• The Acquiring Fund’s assets will increase as a result of the Reorganization which may result in increased economies of scale [and lower operating expenses for shareholders].

• The Reorganizations may result in potential for improved secondary market trading of the common shares of the Acquiring Fund.

• The Reorganization will be effected on the basis of each Fund’s net asset value per share and will not result in the dilution of the interests of shareholders of any Fund.

• [The costs of the Reorganization will be borne equally by the Acquiring Funds, the Acquired Funds, and DMC].

• Each Reorganization will be effected on a tax-free basis.

At the Board Meeting, the Boards considered and approved the proposed Reorganizations.  The Independent Directors were advised on this matter by their legal counsel.  The Boards received detailed information about:  (1) the investment objectives, strategies, and policies of the Funds; (2) the portfolio management of the Funds; (3) current and future estimated fees and expenses of the Funds; (4) comparative short and long-term investment performance and risk-adjusted performance of the Funds; (5) comparative yield information for each Fund, as applicable; (6) the rationale for the Acquiring Fund as the most optimal fit for each Acquired Fund to reorganize into; (7) allocation of Reorganization expenses; (8) federal income tax consequences of the Reorganizations for the Funds’ shareholders; and (9) the general characteristics of the Funds.

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The Boards considered potential benefits to shareholders in connection with the Reorganizations, including the following:

• Larger Net Asset Level - With a larger asset level, the Acquiring Fund may attract a larger set of investors through its national investment strategy which could potentially reduce its discount.

• Greater Liquidity - The Acquiring Fund may have a more liquid trading environment and experience larger trading volume that may assist in leading to a smaller and less persistent discount to net asset value.

• Stronger Investment Opportunity - A larger Acquiring Fund will permit greater investment opportunities by allowing portfolio managers to invest in a wider range of bond issuances, particularly in light of fewer new bond issuances in recent years by the state of Minnesota and Colorado.

• Additional Leverage Flexibility - In line with greater investment opportunities, a larger Acquiring Fund may permit the portfolio managers to explore new or additional forms of leverage including tender option bonds that may be better received by potential underwriters and investors for a larger Fund with a national bond strategy.

• Higher Dividends - Management indicated that it believes that shareholders of the Acquired Funds will experience higher dividends in the Acquiring Fund following the Reorganizations.

The Boards also considered the operating and administrative efficiencies for the Acquiring Fund following the Reorganizations, including the potential for the following:

• greater diversification of portfolio investments;

• greater investment flexibility and investment options;

• the ability to trade portfolio securities in larger positions and more favorable transaction terms;

• additional sources of leverage or more competitive leverage terms and more favorable transaction terms;

• benefits from having fewer closed-end funds’ offering similar products in the market, including an increased focus by investors on the remaining funds in the market (including the Acquiring Fund) and additional research coverage; and

• benefits from having fewer similar funds in the same fund complex, including operational efficiency for fund administration, transfer agent, and investment operations and a reduction in risk of operational, legal and financial errors.

The Boards considered that Acquired Funds’ shareholders will lose state tax benefits of their local jurisdiction but may benefit from a more geographically diverse portfolio and more robust pool of investment securities than are available to the Acquiring Fund under its broader investment mandate.  The Boards noted  management’s representation that there are limited alternatives for the Acquired Fund’s shareholders as VCF is the last remaining Colorado closed-end fund and VMM is one of only two available Minnesota closed-end funds on the market.  The Boards further considered information provided by management regarding the lack of supply of Minnesota investments for VMM in the current market.

The Boards also considered alternatives to each Reorganization, such as the reorganization of the Acquired Funds into open-end funds in the Delaware Funds by Macquarie fund complex or liquidation of the Acquired Funds.  In this instance, an Acquired Fund would pay for the cost of liquidation and shareholders would potentially be subject to increased tax liability.  Further, reorganizing into an open-end fund may not be desired by VMM and VCF shareholders who may not wish to invest in an open-end fund and there is also a potential for lower returns or income due to loss of assets triggered by the mandatory unwinding of the preferred shares presently used as leverage if the Acquired Funds were to be reorganized into an open-end fund.  After reviewing the investment strategy and policies of other series within the complex, DMC concluded that the Acquiring Fund was the best merger candidate for each Acquired Fund due to its similar type of investment strategy, identical portfolio management team, and similar risk profile.  The Boards also considered that a merger with the Acquiring Fund would benefit Acquired Fund shareholders since they will be invested in a larger fund.

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In considering approval of the Reorganizations, the Independent Directors did not identify any single factor or group of factors as all-important or controlling and considered all factors together.  The Independent Directors reported that they had considered the above-mentioned factors and reached the following conclusions with respect to their recommendations to the Boards.

Based upon their evaluation of the relevant information presented to them, the Board of each Fund, including a majority of the Independent Directors of each, determined that the Reorganization would be in the best interests of each Fund and that the interests of existing shareholders of each Fund would not be diluted as a result of effecting the Reorganizations.

INFORMATION ABOUT THE REORGANIZATIONS AND THE PLAN

This is only a summary of the Plan.  For more information on the Plan, you should read the Form of Agreement and Plan of Acquisition, which is attached as Exhibit A to this Prospectus/Proxy Statement and is incorporated herein by reference.

How will the Reorganization be carried out?

Each Reorganization will take place after the parties to the Plan satisfy various conditions. If approved by shareholders of an Acquired Fund, on the Closing Date, such Acquired Fund will deliver to the Acquiring Fund all of its Assets, and the Acquiring Fund will assume all obligations and liabilities not discharged by the Acquired Fund, including all liabilities relating to operations prior to the closing of the Reorganization.  In exchange, the Acquired Fund will receive Acquiring Fund shares to be distributed pro rata to the Acquired Fund’s shareholders.  The value of the Assets to be delivered to each Acquiring Fund shall be the value of such assets computed as of the close of business of the NYSE (normally 4:00 p.m., Eastern Time) on the last business day prior to the Closing Date (the Valuation Date).  The value of each Acquired Fund’s net Assets to be acquired by the corresponding Acquiring Fund hereunder shall be computed as of Close of Business on the Valuation Date using the valuation procedures set forth herein.

To the extent permitted by law, the Plan may be amended at the direction of the Board.  The Plan may be terminated and the Reorganizations abandoned at any time prior to the Closing Date as follows: (1) by mutual consent of the related Fund; (2) by the Acquired Fund if any condition precedent to its obligations set forth in the Plan has not been fulfilled by the Acquired Trust or waived by the Acquiring Trust; or (3) by an Acquired Trust if any condition precedent to its obligations set forth in the Plan has not been fulfilled by the Acquiring Trust or waived by the Acquired Trust.

Who will pay the expenses of the Reorganizations?

The expenses related to the Reorganizations (excluding brokerage costs, if any), including the costs associated with the delivery of this Prospectus/Proxy Statement, are anticipated to be approximately $[  ]. [These expenses will be split evenly between the Acquired Funds, Acquiring Fund, and DMC.]

What are the tax consequences of each Reorganization?

The following is a general summary of the material federal income tax consequences of each Reorganization and is based upon the current provisions of the Internal Revenue Code of 1986, as amended (the Code), the existing U.S. Treasury Regulations thereunder, current administrative rulings of the IRS and published judicial decisions, all of which are subject to change, possibly with retroactive effect.  These considerations are general in nature and individual shareholders should consult their own tax advisors as to the federal, state, local, and foreign tax considerations applicable to them and their individual circumstances.  These same considerations generally do not apply to shareholders who hold their shares in a tax-advantaged account.

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Each Fund has elected and qualified since its inception for treatment as a “regulated investment company” under Subchapter M of Chapter 1 of the Code and the Acquiring Fund intends to continue to qualify as a “regulated investment company” under Subchapter M of the Code for its taxable year that includes the Reorganization Date.

Each Reorganization is intended to qualify as a tax-free reorganization for federal income tax purposes under Section 368(a)(1) of the Code.  None of the Acquired Funds nor the Acquiring Funds have requested or will request an advance ruling from the IRS as to the federal tax consequences of a Reorganization.  Based on certain assumptions and customary representations to be made on behalf of each Acquired Fund and Acquiring Fund, Stradley Ronon Stevens & Young, LLP (the Trusts’ legal counsel) will, as a condition to the closing of the Reorganizations, provide a legal opinion to the effect that, for federal income tax purposes, (i) Acquired Fund shareholders will not recognize any gain or loss as a result of the exchange of their shares of the Acquired Fund for shares of the corresponding Acquiring Fund, (ii) the Acquiring Funds will not recognize any gain or loss upon receipt by each Acquiring Fund of the corresponding Acquired Fund’s assets, (iii) the Acquired Fund will not recognize any gain or loss upon the transfer of its Assets to the Acquiring Fund in exchange for Acquiring Fund Shares or upon the distribution of those Acquiring Fund Shares to the shareholders of the Acquired Fund, (iv) the basis of the assets of the Acquired Fund received by the Acquiring Fund will be the same as the basis of those assets in the hands of the Acquired Fund immediately prior to the Reorganization, and the Acquiring Fund’s holding period in such assets will include the period during which such assets were held by the Acquired Fund and (v) the holding period and aggregate tax basis of the Acquiring Fund Shares that are received by a Acquired Fund shareholder will be the same as the holding period and aggregate tax basis of the shares of the Acquired Fund previously held by such shareholder. Such opinion of counsel may state that no opinion is expressed as to the effect of the Reorganization on the Funds or any shareholder with respect to any transferred asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes on the termination or transfer thereof under a mark-to-market system of accounting.

Opinions of counsel are not binding upon the IRS or the courts.  If the Reorganization is consummated but the IRS or the courts were to determine that the Reorganization does not qualify as a tax-free reorganization under the Code, and thus is taxable, the Acquired Fund would recognize gain or loss on the transfer of its Assets to the Acquiring Fund and each shareholder of the Acquired Fund would recognize a taxable gain or loss equal to the difference between its tax basis in its the Acquired Fund Shares and the fair market value of the Acquiring Fund Shares it received.

Acquired Fund Dividend Distribution. Prior to the closing of the Reorganization, each Acquired Fund will distribute to its shareholders, in one or more distributions, all of its income and gains (net of available capital loss carryovers) not previously distributed for taxable years ending on or prior to the date of closing of the Reorganization. To the extent that such distributions are not “exempt-interest dividends”, the dividends may be taxable to shareholders for federal income tax purposes.  It is anticipated that Fund distributions primarily will be dividends that are exempt from federal income tax, although a portion of such dividends may be taxable to shareholders as ordinary income or capital gains.

General Limitation on Capital Losses.  Assuming each Reorganization qualifies as a tax-free reorganization, as expected, each Acquiring Fund will succeed to the capital loss carryovers, if any, of its corresponding Acquired Fund upon the closing of the Reorganization for federal income tax purposes.  The capital loss carryovers of an Acquired Fund and its corresponding Acquiring Fund will be available to offset future gains recognized by the combined Acquiring Fund, subject to limitations under the Code.  Where these limitations apply, all or a portion of a Fund’s capital loss carryovers may become unavailable, the effect of which may be to accelerate the recognition of taxable gain to a combined Acquiring Fund and its shareholders post-closing.  First, a Fund’s capital loss carryovers are subject to an annual limitation if a Fund undergoes a more than 50% change in ownership. The actual annual limitation will equal the aggregate NAV of the smaller Fund in a Reorganization on the Reorganization Date multiplied by the long-term tax-exempt rate for ownership changes during the month in which the Reorganization closes; such limitation will be increased by the amount of any built-in gain (i.e., unrealized appreciation in the value of investments of the smaller Fund on the Reorganization Date that is recognized in a taxable year). Second, if a Fund has net unrealized built-in gains at the time of a Reorganization that are realized by the combined Acquiring Fund in the five-year period following the Reorganization, such built-in gains, when realized, may not be offset by the losses (including any capital loss carryovers and “built-in losses”) of the other Fund. Third, the capital losses of a Acquired Fund that may be used by its corresponding Acquiring Fund (including to offset any “built-in gains” of the Acquired Fund itself)

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for the first taxable year ending after the Reorganization Date will be limited to an amount equal to the capital gain net income of the Acquired Fund for such taxable year (excluding capital loss carryovers) treated as realized post-closing based on the number of days remaining in such year. The aggregate capital loss carryovers of the Funds and the approximate annual limitation on the use of an Acquired Fund’s aggregate capital loss carryovers following the Reorganizations are as follows:

	Delaware Investments Colorado Municipal Income Fund, Inc. as of March 31, 2021	Delaware Investments National Municipal Income Fund as of March 31, 2021
Aggregate Capital Loss Carryovers	none	none
Net Unrealized Appreciation/(Depreciation) on a Tax Basis	$6,576,427	$6,193,412
Net Assets	$73,808,085	$67,182,490
Approximate Annual Limitation for Capital Losses*	-	n/a

	Delaware Investments Minnesota Municipal Income Fund II, Inc. as of March 31, 2021	Delaware Investments National Municipal Income Fund as of March 31, 2021
Aggregate Capital Loss Carryovers	none	none
Net Unrealized Appreciation/(Depreciation) on a Tax Basis	$11,337,888	$6,193,412
Net Assets	$171,618,615	$67,182,490
Approximate Annual Limitation for Capital Losses*	n/a	-

*Based on the long-term tax-exempt rate for ownership changes during July 2021 of 1.64%.  The actual limitation will equal the aggregate NAV of the Acquired Fund on the Closing Date multiplied by the long-term tax-exempt rate for ownership changes during the month in which the Reorganization closes; such limitation is increased by the amount of any built-in gain, i.e., unrealized appreciation in value of investments of the Acquired Fund on the Closing Date that is recognized in a taxable year.

Appreciation in Value of Investments.  Shareholders of the Acquired Fund will receive a proportionate share of any taxable income and gains realized by the Acquiring Fund and not distributed to its shareholders prior to the Reorganization when such income and gains are eventually distributed by the Acquiring Fund.  As a result, shareholders of the Acquired Fund may receive a greater amount of taxable distributions than they would have had the Reorganization not occurred.  In addition, if the Acquiring Fund, following the Reorganization, has proportionately greater unrealized appreciation in its portfolio investments as a percentage of its net asset value than the Acquired Fund, shareholders of the Acquired Fund, post-closing, may receive greater amounts of taxable gain as such portfolio investments are sold than they otherwise might have if the Reorganization had not occurred.  Please see the chart below for the appreciation or deprecation in value of investments as a percentage of NAV for each Reorganization.  Shareholders of an Acquired Fund may:

• receive a greater amount of taxable distributions than they would have had if a Reorganization had not occurred if the combined fund’s unrealized appreciation as a percentage of net asset value is greater than the Target Fund’s;

• receive a lesser amount of taxable distributions than they would have had if a Reorganization had not occurred if the combined fund’s unrealized appreciation as a percentage of net asset value is lesser than the Target Fund’s;

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• receive a greater amount of taxable distributions than they would have had if a Reorganization had not occurred if the combined fund’s unrealized depreciation as a percentage of net asset value is lesser than the Target Fund’s; or

• receive a lesser amount of taxable distributions than they would have had if a Reorganization had not occurred if the combined fund’s unrealized depreciation as a percentage of net asset value is greater than the Target Fund’s.

Target Fund	Unrealized Appreciation or (Depreciation) as a % of NAV	Acquiring Fund	Unrealized Appreciation or (Depreciation) as a % of NAV	Approximate Unrealized Appreciation or (Depreciation) as a % of NAV on a combined basis
Delaware Investments Colorado Municipal Income Fund, Inc. as of March 31, 2021	8.91%	Delaware Investments National Municipal Income Fund as of March 31, 2021	9.22%	7.71%
Delaware Investments Minnesota Municipal Income Fund II, Inc. as of March 31, 2021	6.61%	Delaware Investments National Municipal Income Fund as of March 31, 2021	9.22%	7.71%

General. You should consult your tax advisor regarding the effect to you, if any, of the Reorganizations in light of your particular circumstances, as well as the state and local tax consequences, if any, of the Reorganizations because this discussion is only a general summary of certain the federal income tax consequences.

What should I know about shares of the Acquired Funds and Acquiring Fund?

If approved by shareholders of an Acquired Fund, upon the Closing of the related Reorganization, Acquired Fund shares will merge with and into Acquiring Fund shares as follows:

Acquired Funds/Classes	Acquiring Fund/Classes
Delaware Investments Colorado Municipal Income Fund, Inc.	Delaware Investments National Municipal Income Fund
Common Shares	Common Shares
Muni-MultiMode Preferred Shares, Series 2049*	[Muni-MultiMode Preferred Shares, Series 2049*], **
Delaware Investments Minnesota Municipal Income Fund II, Inc.	Delaware Investments National Municipal Income Fund
Common Shares	Common Shares
Muni-MultiMode Preferred Shares, Series 2049*	[Muni-MultiMode Preferred Shares, Series 2049*], **

* Muni-MultiMode Preferred Shares, Series 2049 Shareholders will vote for the Reorganizations via a separate proxy statement.

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** As part of the Reorganizations, Preferred shareholders of the Acquired Funds will receive Muni-MultiMode Preferred Shares, Series [     ].

Acquired Fund shareholders will receive shares at the NAV of the Acquiring Fund. Full and fractional Acquiring Fund shares will be distributed to shareholders of the Acquired Fund in accordance with the procedures described above. When issued, each share will be validly issued, fully paid, non-assessable and have full voting rights.  Acquiring Fund shares will be recorded electronically in each shareholder’s account. Acquiring Fund shares to be issued in the course of the Reorganizations have the same rights and privileges as your shares of the Acquired Funds.

Like the Acquired Funds, the Acquiring Fund holds an annual meeting of shareholders. In addition, the Funds may hold special meetings for matters requiring shareholder approval.  A shareholder meeting may also be called at any time by the Chairman, the President of a Trust, in the absence of the Chairman, or any Vice President or other authorized officer of a Trust, in the absence of the Chairman and the President.

Capital Structure.  Pursuant to their Articles of Incorporation, VCF and VMM each have 200 million shares of $0.01 par value common shares authorized. VCF has been authorized to issue an unlimited amount of $0.01 par value common shares. All of the Funds offer both Common Shares and Muni-MultiMode Preferred Shares, Series 2049. Common shares of an Acquired Fund have similar rights, preferences, and qualities as Common shares of the Acquiring Fund, including voting rights. All shares were, when issued in accordance with each Fund’s registration statement (as amended from time to time), governing instruments and applicable law, fully paid, and nonassessable.  Common shareholders do not have preemptive rights.  Shareholders of each Fund’s Common shares may not vote on any matter that affects the Funds’ Muni-MultiMode Preferred Shares.

What are the capitalizations of the Funds and what might the capitalization be after the Reorganizations?

REORGANIZATION OF VCF INTO VFL

The following table sets forth, as of [   ], 2021, the separate capitalizations of VCF(Acquired Fund) and VFL (Acquiring Fund), and the estimated capitalization of the Acquiring Fund as adjusted to give effect to the Reorganization.  The capitalization of the Acquiring Fund is likely to be different if and when the Reorganization is actually consummated.

	Acquired Fund	Acquiring Fund	Pro Forma Adjustments to Capitalization1,2	Acquiring Fund after Reorganization1
	(unaudited)	(unaudited)		(estimated) (unaudited)
Net assets (all classes) Common shares outstanding Net asset value per Common share Preferred shares outstanding
Liquidation preference

¹ Reflects the conversion of Acquired Fund shares for Acquiring Fund shares as a result of the Reorganization.

² Adjustments reflect the costs of the Reorganization incurred by each Fund.

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REORGANIZATION OF VMM INTO VFL

The following table sets forth, as of [   ], 2021, the separate capitalizations of VMM (Acquired Fund) and VFL (Acquiring Fund), and the estimated capitalization of the Acquiring Fund as adjusted to give effect to the Reorganization.  The capitalization of the Acquiring Fund is likely to be different if and when the Reorganization is actually consummated.

	Acquired Fund (unaudited)	Acquiring Fund (unaudited)	Pro Forma Adjustments to Capitalization1,2	Acquiring Fund after Reorganization1 (estimated) (unaudited)
Net assets (all classes) Common shares outstanding Net asset value per Common share Preferred shares outstanding
Liquidation preference

¹ Reflects the conversion of Acquired Fund shares for Acquiring Fund shares as a result of the Reorganization.

² Adjustments reflect the costs of the Reorganization incurred by each Fund.

REORGANIZATIONS OF VCF AND VMM

INTO VFL

The following table sets forth, as of [   ], 2021, the capitalizations of VCF (Acquired Fund (CO)) and VMM (Acquired Fund (MN)) and VFL (Acquiring Fund), and the estimated capitalization of the Acquiring Fund as adjusted to give effect to the Reorganizations.  The capitalization of the Acquiring Fund is likely to be different if and when the Reorganizations are actually consummated. Neither Reorganization is contingent on the other Reorganization.

	Acquired Fund (CO) (unaudited)	Acquired Fund (MN) (unaudited)	Acquiring Fund   (unaudited)	Pro Forma Adjustments to Capitalization1,2	Acquiring Fund after Reorganizations1 (estimated) (unaudited)
Net assets (all classes) Common shares outstanding Net asset value per Common share Preferred shares outstanding

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Liquidation preference

¹ Reflects the conversion of Acquired Fund shares for Acquiring Fund shares as a result of the Reorganization.

² Adjustments reflect the costs of the Reorganization incurred by each Fund.

Do the Directors and Officers own shares of the Funds?

[As of Aug. 12, 2021, the officers and Directors directly owned less than 1% of the outstanding shares of each Class of each Acquired Fund.]

[As of Aug. 12, 2021, the officers and Directors directly owned less than 1% of the outstanding shares of each Class of the Acquiring Fund.]

Who are the control persons and owners of record or beneficially 5% or more of any class of a Fund’s outstanding equity securities?

As of Aug. 12, 2021, DMC believes the following shareholders held of record 5% or more of the outstanding shares of each class of each Fund. DMC does not have knowledge of beneficial owners.

Fund Name	Name and Address of Account	Percentage
Delaware Investments Minnesota Municipal Income Fund II, Inc.	Saba Capital Management, L.P. 405 Lexington Avenue, 58th Floor New York, New York 10174	10.00%
Delaware Investments National Municipal Income Fund	MacKay Shields LLC 1345 Avenue of Americas New York, NY 10105	5.66%

COMPARISON OF ORGANIZATION, STRUCTURE AND GOVERNANCE OF THE FUNDS

Comparison of State Law and Material Charter Document Provisions

The Acquired Funds are organized as Minnesota corporations. The Acquiring Fund is organized as a Massachusetts business trust. If the Reorganizations take place, the Combined Fund will be organized as a Massachusetts business trust with the governing documents of the Acquiring Fund.

The following description is based on relevant provisions of the Minnesota Business Corporation Act (the “MBCA”), applicable Massachusetts law, and each Fund’s governing documents (prior to the proposed Reorganizations). This summary does not purport to be complete, and we refer you to the MBCA applicable Massachusetts law, and each Fund’s governing documents.

General

The Acquired Funds are Minnesota corporations. A fund organized as a Minnesota corporation is governed both by the MBCA and the Minnesota corporation’s articles of incorporation and by-laws. For a Minnesota corporation, unlike a Massachusetts business trust, the MBCA prescribes many aspects of corporate governance. However, as discussed above, if Acquired Fund shareholders approve Proposals 1 and 2 and Acquiring Fund shareholders approve Proposal 3, the Combined Fund will be a Massachusetts business trust.

The Acquiring Fund is a Massachusetts business trust. A fund organized as a Massachusetts business trust is governed by the trust’s declaration of trust or similar instrument. Massachusetts law allows the trustees of a business trust to set the terms of a fund’s governance in its declaration of trust. All power and authority to manage the fund and its affairs generally reside with the trustees, and shareholder voting and other rights are limited to those provided to the shareholders in the declaration of trust and related governing documents.

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Because Massachusetts law governing business trusts provides more flexibility compared to typical state corporate statutes, the Massachusetts business trust is a common form of organization for closed-end funds. However, some consider it less desirable than other entities because it relies on the terms of the applicable declaration of trust and judicial interpretations rather than statutory provisions for substantive issues, such as the personal liability of shareholders and trustees, and does not provide the level of certitude that corporate laws such as those of Minnesota, or newer statutory trust laws such as those of Delaware, provide.

Shareholders of a Minnesota corporation generally are shielded from personal liability for the corporation’s debts or obligations. Shareholders of a Massachusetts business trust, on the other hand, are not afforded the statutory limitation of personal liability generally afforded to shareholders of a corporation from the trust’s liabilities. Instead, the declaration of trust of a fund organized as a Massachusetts business trust typically provides that a shareholder will not be personally liable, and further provides for indemnification to the extent that a shareholder is found personally liable, for the fund’s acts or obligations. The declaration of trust for the Acquiring Fund contains such provisions.

Similarly, the trustees of a Massachusetts business trust are not afforded statutory protection from personal liability for the obligations of the trust. The directors of a Minnesota corporation, on the other hand, generally are shielded from personal liability for the corporation’s acts or obligations by the MBCA. However, courts in Massachusetts have recognized limitations of a trustee’s personal liability in contract actions for the obligations of a trust contained in the trust’s declaration of trust, and declarations of trust may also provide that trustees may be indemnified out of the assets of the trust to the extent held personally liable. The declaration of trust for the Acquiring Fund contains such provisions.

Minnesota Corporations

A Minnesota corporation is governed by the MBCA, its articles of incorporation and by-laws. Some of the key provisions of the MBCA and the articles of incorporation and by-laws of the Acquired Funds are summarized below.

Shareholder Voting. Under the MBCA, a Minnesota corporation generally cannot dissolve, amend its articles of incorporation, sell or otherwise transfer all or substantially all of its property and assets outside the ordinary course of business or engage in a statutory share exchange, merger or consolidation unless approved by a vote of shareholders. Depending on the circumstances and the articles of incorporation of the corporation, there may be various exceptions to these votes.

Shareholders of Minnesota corporations are generally entitled to one vote per share and fractional votes for fractional shares held. The articles of incorporation of the Acquired Funds contain such provisions regarding fractional shares.

Under Minnesota law, shareholders holding 10% or more of voting power generally may call a special meeting by notice of written demand given to the corporation containing the purpose of the meeting. The by-laws of the Acquired Funds provide that a special meeting of shareholders may be called at the written request of shareholders entitled to cast at least 10% of the voting power of all shares entitled to vote at the meeting, which request must state the purpose or purposes of the meeting, provided however, that a meeting for the purpose of considering any action to directly or indirectly facilitate or effect a business combination, including any action to change or otherwise affect the composition of the Board for that purpose, must be called by 25% or more of the voting power of all shares entitled to vote.

Election and Removal of Directors. Shareholders of a Minnesota corporation generally are entitled to elect and remove directors. Unless otherwise provided in the articles, directors of a Minnesota corporation are elected by a plurality of voting power present at a meeting that constitutes a quorum. The by-laws of the Acquired Funds provide that directors are elected by a plurality of shares entitled to vote for such directors and validly cast at such election. The MBCA does not require a corporation to hold an annual meeting unless required by the articles of incorporation or by-laws. The by-laws of the Acquired Funds provide that regular meetings of the shareholders for the election of directors and the transaction of such other business as may properly come before the meeting will be held on an annual or other less frequent periodic basis at such date and time as the board of directors, chairperson of the board of directors or by the president designates, except as otherwise required by the MBCA or by other applicable law. Under the MBCA, the articles of incorporation or by-laws may set forth certain procedures for the

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removal of directors. The by-laws of the Acquired Funds provide that a director may be removed from office with or without cause, by a vote of a majority of the outstanding shares of the class or classes of capital stock that elected such director.

Minnesota law allows provisions for classified boards in either the corporation’s articles of incorporation or by-laws. Pursuant to the Acquired Funds’ by-laws, the Funds’ Boards are not divided into classes with staggered multi-year terms, such that only the members of one of the three classes stand for election each year. The staggered board structure could delay for up to two years the election of a majority of the Boards of the Acquired Funds. The board structure of the Acquired Funds will remain in place following the closing of the Reorganizations.

Issuance of Shares. The board of directors of a Minnesota corporation has the power to authorize the issuance of shares. If so provided in the articles of incorporation (and the articles of incorporation of the Acquired Funds do so provide), the board of directors may authorize the issuance of shares in more than one class or series, and prior to issuance of shares of each class or series, the board of directors must set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each class or series.

Amendments to the Articles of Incorporation. Under the MBCA, shareholders of corporations generally are entitled to vote on amendments to the articles of incorporation. Amendments to the articles of incorporation generally require an affirmative vote by a majority of the shares entitled to vote at a meeting that would constitute a quorum; however, Minnesota law provides that the articles of incorporation may require a larger proportion of votes to amend the articles of incorporation.  The articles of incorporation of the Acquired Funds do require a larger proportion of votes to amend certain provisions of the articles of incorporation.

Shareholder, Director and Officer Liability. Under Minnesota law, shareholders generally are not personally liable for debts or obligations of a corporation. Minnesota law provides that a director’s personal liability to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director may be eliminated or limited in the articles of incorporation, except for a director’s breach of the duty of loyalty, for acts or omissions not in good faith or involving an intentional or knowing violation of law, for authorization of improper distributions, or for any transaction from which the director derived an improper personal benefit. The articles of incorporation of the Acquired Funds provide such a limitation on director liability. Minnesota law provides that, unless prohibited by a corporation’s articles of incorporation or by-laws, a corporation must indemnify and advance expenses to its directors for acts and omissions in their official capacity, subject to certain exceptions, and the articles of incorporation of the Acquired Funds do not prohibit such indemnification or advances. The indemnification provisions and the limitation on liability are both subject to any limitations of the 1940 Act, which generally provides that no director or officer will be protected from liability to a fund or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The provisions governing the advance of expenses are subject to applicable requirements of the 1940 Act or rules thereunder.

Preemptive Rights. Minnesota law provides that, unless otherwise provided in the articles, shareholders do not have preemptive rights for public offerings of the corporation’s securities. Pursuant to the articles of incorporation of the Acquired Funds, shareholders have no preemptive rights.

Dissenters’ Right of Appraisal. Under Minnesota law, shareholders generally are entitled to assert dissenters’ rights in connection with certain amendments to the articles of incorporation, asset sales and reorganizations and obtain payment of the “fair value” of their shares, provided that theycomply with the requirements of Minnesota law. However, these rights are subject to certain exceptions under the MBCA, including, in the case of asset sales and reorganizations, if the shares to which the dissenters’ rights relate and the shares, if any, that a shareholder is to receive are traded on an exchange.  The Acquired Funds’ articles of incorporation do not include specific provisions on dissenters’ right of appraisal, and therefore Minnesota law governs whether there are dissenters’ rights of appraisal in connection with the Reorganizations.  Because the Acquired Fund Common Shares are traded on the NYSE, holders of Acquired Fund Common Shares do not have dissenters’ rights in connection with the Reorganizations; however, holders of Acquired Fund Preferred Shares do have dissenters’ rights in connection with the Reorganizations.  See “Are there dissenters’ rights?” herein for further information.

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Derivative Actions. Under Minnesota law, applicable case law at the time of a particular derivative action will establish any requirements or limitations with respect to shareholder derivative actions.

Massachusetts Business Trusts

The Acquiring Fund is governed by its declaration of trust and by-laws. If the Reorganizations take place, the Acquiring Fund will continue to be organized as a Massachusetts business trust pursuant to its current governing documents.

Under the Acquiring Fund’s declaration of trust, any determination as to what is in the interests of the Fund made by the trustees in good faith is conclusive, and in construing the provisions of the declaration of trust, there is a presumption in favor of a grant of power to the trustees. Further, the declaration of trust provides that certain determinations made in good faith by the trustees are binding upon the Fund and all shareholders, and shares are issued and sold on the condition and understanding, evidenced by the purchase of shares, that any and all such determinations will be so binding. The declaration of trust of the Acquiring Fund provides that each shareholder of the Fund, by virtue of having become a shareholder, shall be held to have expressly assented and agreed to be bound by the terms of the Fund’s governing documents. The following is a summary of some of the key provisions of the governing documents of the Acquiring Fund.

Shareholder Voting. The declaration of trust of the Acquiring Fund requires a shareholder vote on a number of matters, including certain amendments to the declaration of trust, the election of trustees, the merger or reorganization of the Fund (under certain circumstances) or sales of assets in certain circumstances and matters required to be voted on by the 1940 Act. The declaration of trust of the Acquiring Fund provides that each share of the Fund is entitled to one vote on any matter on which it is entitled to vote.

The by-laws of the Acquiring Fund provide that the holders of a majority of the shares of the Fund entitled to vote at a meeting will constitute a quorum for the transaction of business. The declaration of trust of the Acquiring Fund provides that the affirmative vote of the holders of a majority  of the shares present in person or by proxy and entitled to vote at a meeting of shareholders at which a quorum is present is required to approve a matter, except for the election of trustees, which shall only require a plurality, and as otherwise required by the 1940 Act, the declaration of trust or the by-laws. 

Shareholder Meetings. Meetings of shareholders of the Acquiring Fund may be called by the trustees, the chairperson of the Board, or the president and must be called upon the written request of shareholders entitled to cast at least 40% of all votes entitled to be cast at the meeting. Shareholder requests for special meetings are subject to various requirements under the Acquiring Fund’s by-laws, including as to the specific form of, and information required in, a shareholder’s request to call such a meeting. A shareholder may request a special meeting only to act on a matter upon which such shareholder is entitled to vote, and shareholders may not request special meetings to consider any matter that is substantially the same as a matter voted upon at any meeting of shareholders held during the preceding 12 months, unless requested by the holders of a majority of all shares entitled to be voted at such meeting.

The by-laws of the Acquiring Fund authorize the chairperson of a shareholder meeting to adopt rules, regulations and procedures appropriate for the proper conduct of the meeting, which may include (i) restricting admission to the time set for the commencement of the meeting; (ii) limiting attendance at the meeting to shareholders of record or nominee holders as of the record date of the meeting, their duly authorized proxies, proponent representatives, and other such individuals as the chairperson of the meeting may determine; (iii) limiting participation at the meeting on any matter to shareholders or nominee holders entitled to vote on such matter, their duly authorized proxies, proponent representatives, and other such individuals as the chairperson of the meeting may determine; (iv) limiting the time allotted to questions or comments by participants; (v) determining when the polls should be opened and closed; (vi) maintaining order and security at the meeting; (vii) removing any shareholder, nominee holders, proponent representatives, or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairperson of the meeting; and (viii) concluding, recessing, or adjourning the meeting.

The by-laws of the Acquiring Fund generally require that advance notice be given to the Fund in the event a shareholder desires to nominate a person for election to the Board or to transact any other business at a meeting of shareholders. Any notice by a shareholder must be accompanied by certain information as required by the by-laws.

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No shareholder proposal will be considered at any meeting of shareholders of the Acquiring Fund if such proposal is submitted by a shareholder who does not satisfy all applicable requirements set forth in the by-laws.

Election and Removal of Trustees. The declaration of trust of the Acquiring Fund provides that the trustees determine the size of the Board, subject to a minimum and a maximum number. Subject to the provisions of the 1940 Act, the declaration of trust also provides that vacancies on the Board may be filled by the remaining trustees. A trustee may be removed only for cause and only by action of at least two-thirds of the remaining trustees or by action of at least two-thirds of the outstanding shares of the class or classes that elected such trustee.

Pursuant to the Acquiring Fund’s by-laws, the Fund’s Board is not divided into three classes with staggered multi-year terms, such that only the members of one of the three classes stand for election each year.

Issuance of Shares. Under the declaration of trust of the Acquiring Fund, the trustees are permitted to issue an unlimited number of shares of such designations and par values (if any), and with such rights, preferences, privileges, and restrictions as the trustees may determine. Shareholders are not entitled to any preemptive rights or other rights to subscribe to additional shares, except as the trustees in their discretion may determine. Shares are subject to such other preferences, conversion, exchange or similar rights, as the trustees may determine.

Classes. The declaration of trust of the Acquiring Fund gives broad authority to the trustees to establish classes or series in addition to those currently established and to determine the rights and preferences, conversion rights, voting powers, restrictions, limitations, qualifications or terms or conditions of redemptions of the shares of the classes or series.

Amendments to Governing Documents. Amendments to the declaration of trust generally require the consent of shareholders owning more than 50% of shares entitled to vote. Certain amendments may be made by the trustees without a shareholder vote, and any amendment to the voting requirements contained in the declaration of trust requires the approval of two-thirds of the outstanding Common shares and two-thirds of the outstanding Preferred shares, voting together as a single class. The Acquiring Fund’s by-laws may be restated and/or amended at any time, without the approval of the shareholders, by a majority of the then trustees.

Shareholder, Trustee and Officer Liability. The declaration of trust of the Acquiring Fund provides that shareholders have no personal liability for the acts or obligations of the Fund and requires the Fund to indemnify a shareholder from any loss or expense arising solely by reason of his or her being or having been a shareholder and not because of his or her acts or omissions or for some other reason. In addition, the declaration of trust provides that the Fund will assume the defense of any claim against a shareholder for personal liability at the request of the shareholder. Similarly, the declaration of trust provides that any person who is a trustee, officer or employee of the Fund is not personally liable to any person in connection with the affairs of the Fund, other than to the Fund and its shareholders arising from such trustee’s, officer’s or employee’s bad faith, willful misfeasance, gross negligence or reckless disregard for his or her duties involved in the conduct of his or her office. The declaration of trust further provides for indemnification of such persons and advancement of the expenses of defending any such actions for which indemnification might be sought. The declaration of trust provides that the trustees may rely in good faith on expert advice.

Derivative and Direct Claims of Shareholders. Massachusetts has what is commonly referred to as a “universal demand statute,” which requires that a shareholder make a written demand on the board, requesting the trustees to bring an action, before the shareholder is entitled to bring or maintain a derivative action in the right of or name of or on behalf of the trust. Under the Massachusetts statute, a shareholder whose demand has been refused by the trustees may bring the claim only if the shareholder demonstrates to a court that the trustees’ decision not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Acquiring Fund. The declaration of trust of the Acquiring Fund provides that shareholders shall have the power to vote to the same extent as the shareholders of Massachusetts business corporation as to whether or not a court action, proceeding or claim shall be brought or maintained derivatively or as a class action on behalf of the Fund or the shareholders, provided, however, that a shareholder of a particular class or series shall not be entitled to bring any derivative or class action on behalf of the other class or series of the Fund.

The foregoing is only a summary of certain rights of shareholders under the governing documents of the Funds and under applicable state law and is not a complete description of provisions contained in those sources.

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Shareholders should refer to the provisions of those documents and state law directly for a more thorough description.

Common Share Price Data

The following tables set forth the high and low market prices for common shares of each Fund on the NYSE for each full quarterly period within each Fund’s two most recent fiscal years and each full quarter since the beginning of each Fund’s current fiscal year, along with the NAV and discount or premium to NAV for each quotation.

Acquiring Fund

	Price			Net Asset Value			Premium/Discount
Quarterly Period Ending		High	Low		High	Low		High	Low

VCF

	Price			Net Asset Value			Premium/Discount
Quarterly Period Ending		High	Low		High	Low		High	Low

VMM

	Price			Net Asset Value			Premium/Discount
Quarterly Period Ending		High	Low		High	Low		High	Low

To the extent an Acquired Fund’s common shares are trading at a wider discount (or a narrower premium) than the Acquiring Fund at the time of its Reorganization, Acquired Fund common shareholders would have the potential for an economic benefit by the narrowing of the discount or widening of the premium. To the extent an Acquired Fund’s common shares are trading at a narrower discount (or wider premium) than the Acquiring Fund at the time of its Reorganization, Acquired Fund common shareholders may be negatively impacted if its Reorganization is consummated. Acquiring Fund common shareholders would only benefit from a premium/discount perspective to the extent the post-Reorganization discount (or premium) of the Acquiring Fund common shares improves.

There can be no assurance that, after the Reorganizations, common shares of the combined Fund will trade at, above or below NAV. Upon consummation of the Reorganizations, the combined Fund common shares may trade at a price that is less than the current market price of Acquiring Fund common shares. In the Reorganizations, common shareholders of the Acquired Funds will receive Acquiring Fund common shares based on the relative NAVs (not the market values) of the respective Fund’s common shares. The market value of the common shares of the combined Fund may be less than the market value of the common shares of a Fund prior to the Reorganizations.

PROPOSAL 4: TO ELECT A BOARD OF DIRECTORS

Shareholders of the Funds are being asked to reelect each of the current members of the Board of your Fund. The nominees are: Thomas L. Bennett, Jerome D. Abernathy, Ann D. Borowiec, Joseph W. Chow, H. Jeffrey Dobbs, John A. Fry, Joseph Harroz, Jr., Sandra A.J. Lawrence, Shawn K. Lytle, Frances A. Sevilla-Sacasa, Thomas K. Whitford, Christianna Wood, and Janet L. Yeomans.

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If elected, these persons will serve as Directors until the next annual meeting of shareholders called for the purpose of electing Directors and/or until their successors have been elected and qualify for office. Shareholders of each Acquired Fund are being solicited to vote to elect a Board of Directors so that the Acquired Fund may continueto be governed by its current Board Members, and avoid vacancies on the Board, in the event the Reorganization with respect to an Acquired Fund is not consummated in a timely manner.  It is not expected that any nominee will withdraw or become unavailable for election, but in such a case, the power given by you in the Proxy Card may be used by the persons named as proxies to vote for a substitute nominee or nominees as recommended by the Board.

Each Fund issues Common Shares and Preferred Shares.  The holders of Preferred Shares of each Fund exclusively are entitled to elect two of their respective Preferred Share Directors, and the remaining Directors are to be elected by the holders of the Preferred Shares and Common Shares voting together. The nominees for Preferred Share Directors of the Funds are Ann D. Borowiec and Joseph W. Chow.  A separate proxy statement is being sent to preferred shareholders to solicit their votes on the Proposals including the election of Directors.

 INFORMATION ON THE NOMINEES

Name, Address, and Birthdate	Position(s) Held with the Funds	Length of Time Served	Principal Occupation(s) During the Past Five Years	Number of Funds in Fund Complex Overseen by Director	Other Directorships Held by Director
Interested Director
Shawn K. Lytle1 100 Independence, 610 Market Street Philadelphia, PA 19106-2354 February 1970	President, Chief Executive Officer, and Director	Director since September 2015 President and Chief Executive Officer since August 2015	Global Head of Macquarie Investment Management2 (January 2019–Present) Head of Americas of Macquarie Group (December 2017–Present) Deputy Global Head of Macquarie Investments Management (2017-2019) Head of Macquarie Investment Management Americas (2015-2017)	160	Director — UBS Relationship Funds, SMA Relationship Trust, and UBS Funds (May 2010–April 2015)
Independent Directors
Jerome D. Abernathy 100 Independence, 610 Market Street Philadelphia, PA 19106-2354 July 1959	Director	Since January 2019	Managing Member, Stonebook Capital Management, LLC (financial technology: macro factors and databases) (January 1993-Present)	160	None
Thomas L. Bennett 100 Independence, 610 Market Street Philadelphia, PA 19106-2354 October 1947	Chair and Director	Director since March 2005 Chair since March 2015	Private Investor — (March 2004–Present)	160	None
Ann D. Borowiec 100 Independence, 610 Market Street Philadelphia, PA 19106-2354	Director	Since March 2015	Chief Executive Officer, Private Wealth Management (2011–2013) and Market Manager, New Jersey Private Bank (2005-2011) —	160	Director — Banco Santander International (October 2016–December 2019)

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Name, Address, and Birthdate Position(s) Held with the Funds Length of Time Served Principal Occupation(s) During the Past Five Years Number of Funds in Fund Complex Overseen by Director Other Directorships Held by Director

November 1958			J.P. Morgan Chase & Co.		Director — Santander Bank, N.A. (December 2016–December 2019)
Joseph W. Chow 100 Independence, 610 Market Street Philadelphia, PA 19106-2354 January 1953	Director	Since January 2013	Private Investor (April 2011–Present)	160	Director and Audit Committee Member — Hercules Technology Growth Capital, Inc. (July 2004–July 2014)
H. Jeffrey Dobbs  100 Independence,  610 Market Street  Philadelphia, PA 19106-2354  May 1955	Director	Since April 2021	Global Sector Chairman, Industrial Manufacturing, KPMG LLP (2010-2015)	89	Director, Valparaiso University (2012-Present) Director, TechAccel LLC (2015-Present) (Tech R&D) Board Member, Kansas City Repertory Theatre (2015-Present) Board Member, PatientsVoices, Inc. (healthcare) (2018-Present) Kansas City Campus for Animal Care (2018-Present) Director, National Association of Manufacturers (2010-2015) Director, The Children’s Center (2003-2015) Director, Metropolitan Affairs Coalition (2003-2015) Director, Michigan Roundtable for

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Name, Address, and Birthdate	Position(s) Held with the Funds	Length of Time Served	Principal Occupation(s) During the Past Five Years	Number of Funds in Fund Complex Overseen by Director	Other Directorships Held by Director
					Diversity and Inclusion (2003-2015) Director, Ivy NextShares (2019)
John A. Fry 100 Independence, 610 Market Street Philadelphia, PA 19106-2354 May 1960	Director	Since January 2001	President — Drexel University (August 2010–Present) President — Franklin & Marshall College (July 2002–June 2010)	160	Director; Compensation Committee and Governance Committee Member — Community Health Systems (May 2004-Present) Director — Drexel Morgan & Co. (2015-December 2019) Director, Audit and Compensation Committee Member — vTv Therapeutics Inc. (2017-Present) Director and Audit Committee Member — FS Credit Real Estate Income Trust, Inc. (2018-Present) Director and Audit Committee Member— Federal Reserve Bank of Philadelphia (January 2020-Present)
Joseph Harroz, Jr.  100 Independence,  610 Market Street  Philadelphia, PA 19106-2354  January 1967	Director	Since April 2021	President (2020-Present), Interim President (2019-2020), Vice President (2010-2019) and Dean (2010-2019), College of Law, University of Oklahoma Managing Member, Harroz Investments, LLC, (commercial enterprises) (1998-2019)	89	Director, OU Medicine, Inc. (2020-Present); Director and Shareholder, Valliance Bank (2007-Present)  Director, Foundation Healthcare (formerly Graymark HealthCare) (2008-

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Name, Address, and Birthdate Position(s) Held with the Funds Length of Time Served Principal Occupation(s) During the Past Five Years Number of Funds in Fund Complex Overseen by Director Other Directorships Held by Director

			Managing Member, St. Clair, LLC (commercial enterprises) (2019-Present)		2017)  Director, the Mewbourne Family Support Organization (2006-Present) (non-profit)   Independent Director, LSQ Manager, Inc. (real estate) (2007-2016)  Director, Oklahoma Foundation for Excellence (non-profit) (2008-Present)  Independent Chairman and Director, Waddell & Reed Advisors Funds (WRA Funds) (Independent Chairman: 2015-2018; Director: 1998-2018)  Independent Chairman and Director, Ivy NextShares (2016-2019)
Sandra A.J. Lawrence  100 Independence,  610 Market Street  Philadelphia, PA 19106-2354  September 1957	Director	Since April 2021	Retired; formerly, Chief Administrative Officer, Children’s Mercy Hospitals and Clinics (2016-2019); CFO, Children’s Mercy Hospitals and Clinics (2005-2016)	89	Director, Hall Family Foundation (1993-Present)  Director, Westar Energy (utility) (2004-2018)  Director, Nelson-Atkins Museum of Art (non-profit) (2007-2020)  Director, Turn the Page KC (non-profit) (2012-2016)

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Name, Address, and Birthdate	Position(s) Held with the Funds	Length of Time Served	Principal Occupation(s) During the Past Five Years	Number of Funds in Fund Complex Overseen by Director	Other Directorships Held by Director
					Director, Kansas Metropolitan Business and Healthcare Coalition (non-profit) (2017-2019)  Director, National Association of Corporate Directors (non-profit) (2017-Present)  Director, American Shared Hospital Services (medical device) (2017-Present)  Director, Evergy, Inc., Kansas City Power & Light Company, KCP&L Greater Missouri Operations Company, Westar Energy, Inc. and Kansas Gas and Electric Company (related utility companies) (2018-Present)  Director, Stowers (research) (2018)  CoChair, Women Corporate, Directors (director education) (2018-2020)  Director, Ivy NextShares (2019)
Frances A. Sevilla-Sacasa 100 Independence, 610 Market Street Philadelphia, PA 19106-2354	Director	Since September 2011	Private Investor (January 2017–Present) Chief Executive Officer — Banco Itaú International	160	Trust Manager and Audit Committee Chair — Camden Property Trust (August 2011–Present)

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Name, Address, and Birthdate Position(s) Held with the Funds Length of Time Served Principal Occupation(s) During the Past Five Years Number of Funds in Fund Complex Overseen by Director Other Directorships Held by Director

January 1956			(April 2012–December 2016) Executive Advisor to Dean (August 2011–March 2012) and Interim Dean (January 2011–July 2011) — University of Miami School of Business Administration President — U.S. Trust, Bank of America Private Wealth Management (Private Banking) (July 2007–December 2008)		Director; Audit and Compensation Committee Member — Callon Petroleum Company (December 2019-Present) Director; Audit Committee Member — New Senior Investment Group Inc. (January 2021-Present) Director; Audit Committee Member — Carrizo Oil & Gas, Inc. (March 2018–December 2019)
Thomas K. Whitford 100 Independence, 610 Market Street Philadelphia, PA 19106-2354 March 1956	Director	Since January 2013	Vice Chairman (2010–April 2013)— PNC Financial Services Group	160	Director — HSBC North America Holdings Inc. (December 2013–Present) Director — HSBC USA Inc. (July 2014–Present) Director — HSBC Bank USA, National Association (July 2014–March 2017) Director — HSBC Finance Corporation (December 2013–April 2018)
Christianna Wood 100 Independence, 610 Market Street Philadelphia, PA 19106-2354 August 1959	Director	Since January 2019	Chief Executive Officer and President — Gore Creek Capital, Ltd. (August 2009–Present)	160	Director; Finance Committee and Audit Committee Member — H&R Block Corporation (July 2008–Present)

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Name, Address, and Birthdate Position(s) Held with the Funds Length of Time Served Principal Occupation(s) During the Past Five Years Number of Funds in Fund Complex Overseen by Director Other Directorships Held by Director

					Director; Investments Committee, Capital and Finance Committee and Audit Committee Member — Grange Insurance (2013–Present) Director; Chair of Nominating and Governance Committee and Member of Audit Committee — The Merger Fund (2013–Present), The Merger Fund VL (2013–Present), WCM Alternatives: Event-Driven Fund (2013–Present), and WCM Alternatives: Credit Event Fund (December 2017–Present) Director; Chair of Governance Committee and Audit Committee Member — International Securities Exchange (2010–2016)
Janet L. Yeomans 100 Independence, 610 Market Street Philadelphia, PA 19106-2354 July 1948	Director	Since April 1999	Vice President and Treasurer (January 2006–July 2012) Vice President — Mergers & Acquisitions (January 2003–January 2006), and Vice President and Treasurer (July 1995–January 2003) — 3M Company	160	Director; Personnel and Compensation Committee Chair; Member of Nominating, Investments, and Audit Committees for various periods throughout directorship — Okabena Company (2009‑2017)

¹ Shawn K. Lytle is considered to be an “Interested Director” because he is an executive officer of the Funds’ investment advisor.

² Macquarie Investment Management is the marketing name for certain companies comprising the asset management division of Macquarie Group,

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including the Funds’ investment advisor.

The following table shows each Director’s ownership of shares of each Fund and of all other funds in the Delaware Funds^® by Macquarie (the Fund Complex) as of December 31, 2020.

Name of Director	Dollar Range of Equity Securities in each Fund	Aggregate Dollar Range of Equity Securities1 in All Registered Investment Companies Overseen by Director in Fund Complex2
Interested Director
Shawn K. Lytle	[  ]	Over $100,000
Independent Directors
Jerome D. Abernathy	[  ]	Over $100,000
Thomas L. Bennett	[  ]	Over $100,000
Ann D. Borowiec	[  ]	Over $100,000
Joseph W. Chow	[  ]	Over $100,000
H. Jeffrey Dobbs	[  ]	$0
John A. Fry	[  ]	Over $100,000
Joseph Harroz, Jr.	[  ]	$0
Sandra A.J. Lawrence	[  ]	$0
Frances A. Sevilla-Sacasa	[  ]	Over $100,000
Thomas K. Whitford	[  ]	Over $100,000
Christianna Wood	[  ]	Over $100,000
Janet L. Yeomans	[  ]	Over $100,000

¹ The ranges for equity securities ownership by each Director are: none; $1-$10,000; $10,001-$50,000; $50,001-$100,000; or over $100,000.

² On December 2, 2020, Waddell & Reed Financial, Inc. (WDR), the parent company of Ivy Investment Management Company, the investment adviser of the Ivy Funds Complex (the Ivy Funds), and Macquarie Management Holdings, Inc., the U.S. holding company for Macquarie Group Limited’s U.S. asset management business (Macquarie), announced that they had entered into an agreement whereby Macquarie would acquire the investment management business of WDR (the Transaction). The Transaction closed on April 30, 2021, at which time, Messrs. Dobbs and Harroz and Ms. Lawrence became Directors of the Funds.

Board Leadership Structure and Functions

Common Board of Directors.The business of each Fund is managed under the direction of its Board. Several of the Directors also serve on the Boards of all the other investment companies that comprise the Delaware Funds. The Directors believe that having a common Board for all funds in the complex is efficient and enhances the ability of the Board to address its responsibilities to each fund in the complex. The Directors believe that the common board structure allows the Directors to leverage their individual expertise and that their judgment is enhanced by being Directors of all of the funds in the complex.

Board Chair. Mr. Bennett is the Board’s Chair. As fund governance best practices have evolved, more and more fund boards have opted to have an independent director serve as chair. Among other reasons, the Board selected Mr. Bennett as Chair due to his substantial financial industry experience and his tenure on the Board. As the Chair, Mr. Bennett, in consultation with Fund management, legal counsel, and the other Directors, proposes Board agenda topics, actively participates in developing Board meeting agendas, and ensures that appropriate and timely information is provided to the Board in connection with Board meetings. Mr. Bennett also conducts meetings of the Independent Directors. He also generally serves as a liaison among outside Directors, Fund officers, and legal counsel, and is an ex officio member of the Nominating and Corporate Governance Committee.

Size and Composition of Board. The Board is currently comprised of thirteen Directors. Twelve of the thirteen Directors are independent. The Directors believe that the current size of the Board is conducive to Board interaction, dialogue, and debate, resulting in an effective decision-making body. The Board comprises Directors with a variety of professional backgrounds. The Board believes that the skill sets of its members are complementary and add to the overall effectiveness of the Board. The Directors regard diversity as an important consideration in the present composition of the Board and the selection of qualified candidates to fill vacancies on the Board. In order to ensure that Board membership will be refreshed from time to time, the Board has adopted a mandatory retirement age

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of 75 for Directors. As a result, a Director may serve until December 31 of the calendar year in which such Director reaches the age of 75. At the discretion of the other Directors, active service for a particular Director may be extended for a limited period of time beyond a Director’s normal retirement date.

Board Meetings.  Each Fund held [six] Board meetings during their last fiscal year ended March 31, 2021. Jerome D. Abernathy, Thomas L. Bennett, Ann D. Borowiec, Joseph W. Chow, John A. Fry, Shawn K. Lytle, Frances A. Sevilla-Sacasa, Janet L. Yeomans, Christianna Wood, and Janet L. Yeomans were present at the annual meeting of each Fund held on September 18, 2020.   Each Director attended at least 75% of the Board meetings described above and of the meetings of committees on which the Director served. Directors are encouraged to attend each annual meeting of shareholders either in person, virtually or by telephone, if possible.

Board Committees. The Board has established several committees, each of which focuses on a particular substantive area and provides reports and recommendations to the full Board. The committee structure enables the Board to manage efficiently and effectively the large volume of information relevant to the Board’s oversight of the Funds. The committees benefit from the professional expertise of their members. At the same time, membership on a committee enhances the expertise of its members and benefits the overall effectiveness of the Board.

Each Fund has an Audit Committee that monitors accounting and financial reporting policies, practices and internal controls for the Fund. It also oversees the quality and objectivity of the Fund’s financial statements and the independent audit thereof, and acts as a liaison between the Fund’s independent registered public accounting firm and the full Board. The Audit Committee of each Fund consists of the following Independent Directors appointed by the Board:  Thomas K. Whitford, Chair; Jerome D. Abernathy; John A. Fry; and Christianna Wood.  Each Audit Committee member also meets the standard of independence for Audit Committee members set forth in the listing standards of the NYSE and NYSE American.  Members of the Audit Committee serve for one-year terms or until their successors have been appointed and qualified.  The Audit Committee for the Funds held [four regular] meetings and one telephonic meeting] for the fiscal year ended March 31, 2021. The Board of each Fund has adopted a written charter for the Fund’s Audit Committee, which is available on the Funds’ website at delawarefunds.com.

Each Fund has a Committee of Independent Directors that develops and recommends to the Board a set of corporate governance principles and oversees the evaluation of the Board, its committees and its activities. The committee comprises all of the Fund’s Independent Directors.  The Committee of Independent Directors for the Funds held [four regular] meetings during the fiscal year ended March 31, 2021.

Each Fund has an Investments Committee. The primary purposes of the Investments Committee are to: (i) assist the Board at its request in its oversight of the investment advisory services provided to the Funds by the Funds’ investment advisor as well as any sub-advisors; (ii) review all proposed advisory and sub-advisory agreements for new funds or proposed amendments to existing agreements and to recommend what action the full Board and the Independent Directors should take regarding the approval of all such proposed agreements; and (iii) review reports supplied by the investment advisor regarding investment performance, portfolio risk and expenses and to suggest changes to such reports. The Investments Committee consists of the following Independent Directors:  Joseph W. Chow, Chair; Jerome D. Abernathy; Thomas L. Bennett (ex officio); and Christianna Wood.  The Investments Committee for the Funds held four regular meetings during the fiscal year ended March 31, 2021.

Each Fund’s Nominating and Corporate Governance Committee (the Nominating Committee) recommends Board nominees, fills Board vacancies that arise in between meetings of shareholders, and considers the qualifications and independence of Board members. The committee also monitors the performance of counsel for the Independent Directors. The Nominating Committee is comprised of the following five Independent Directors appointed by the Board: Frances A. Sevilla-Sacasa, Chair; Thomas L. Bennett (ex officio); Ann D. Borowiec; John A. Fry; and Janet L. Yeomans, all of whom meet the independence requirements set forth in the listing standards of the NYSE and NYSE American.  The Nominating Committee recommends nominees for Independent Directors for consideration by the incumbent Independent Directors of each Fund, and the Nominating Committee recommends nominees for Interested Directors for consideration by the full Board of each Fund.   The Nominating Committee for the Funds held four regular meetings and one telephonic meeting during the fiscal year ended March 31, 2021. Each Fund’s Board has adopted a formal charter for the Nominating Committee setting forth its responsibilities, which is available on the Funds’ website at delawarefunds.com.

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The Nominating Committee will consider shareholder recommendations for nomination to the Board in the event that there is a vacancy on the Board. Shareholders who wish to submit recommendations for nominations to the Board to fill a vacancy must submit their recommendations, in accordance with the Funds’ governing instruments, to the Secretary of the Funds at 100 Independence, 610 Market Street, Philadelphia, PA  19106-2354. Shareholder recommendations for nominations to the Board will be accepted on an ongoing basis and such recommendations will be kept on file for consideration when there is a vacancy on the Board.

In reaching its determination that an individual should serve or continue to serve as a Director of a Fund, the Nominating Committee considers, in light of the Fund’s business and structure, the individual’s experience, qualifications, attributes and skills (the Selection Factors).  No one Selection Factor is determinative, but some of the relevant factors that have been considered include: (i) the Director’s business and professional experience and accomplishments, including prior experience in the financial services industry or on other boards; (ii) the ability to work effectively and collegially with other people; and (iii) how the Director’s background and attributes contribute to the overall mix of skills and experience on the Board as a whole.

Board Diversity Disclosure

The Directors regard diversity as an important consideration in the present composition of the Board and the selection of qualified candidates to fill vacancies on the Board.  The Board believes that it generally benefits from diversity among its members and has adopted a diversity policy. In the evaluation of Director candidates, the Board believes that diversity with respect to factors such as background, education, experience, skills, differences of viewpoint, race, gender, national origin, and other factors that contribute to the Board’s having an appropriate range of expertise, talents, experiences and viewpoints is an important consideration in the Board’s composition.  In addition to discussing diversity considerations in connection with the evaluation of each candidate for Board membership, the Board requests that the Nominating and Corporate Governance Committee discuss diversity considerations on a periodic basis in connection with the composition of the Board as a whole.

Director Qualifications

In evaluating and selecting candidates for the Board, the Board intends to seek individuals who will serve the best interests of the Funds’ shareholders and whose attributes will, among other factors, also complement the experience, skills and diversity of the other Directors and add to the overall effectiveness of the Board.

Under the Funds’ governing instruments, nominees must meet certain additional qualifications to qualify for nomination and service as a Director. Nominees may be disqualified if they engaged in disabling conduct outlined in the Funds’ Declaration of Trust.  Nominees that are associated with other investment vehicles and investment advisers may not be eligible for nomination and service as a Director if the Board finds that such associations have conflicts of interest with the long-term best interests of the Funds, impede the ability of the nominee to perform, or impede the free-flow of information from management.  Nominees that are acting in concert with control persons of other investment companies that are in violation of Section 12(d)(1) of the Investment Company Act of 1940, as amended (the 1940 Act) shall be disqualified from nomination and service as a Director.

Below is a brief summary of the Selection Factors that relate to each Director as of the date of this Combined Proxy Statement.

Jerome D. Abernathy. Mr. Abernathy has over 30 years of experience in the investment management industry. In selecting him to serve on the Board, the Independent Directors of the Funds noted and valued his extensive experience as a chief investment officer, director of research, trader, and analytical proprietary trading researcher. Mr. Abernathy received a B.S. in electrical engineering from Howard University and a Ph.D. in electrical engineering and computer science from Massachusetts Institute of Technology. Mr. Abernathy has served on the Board since January 2019.

Thomas L. Bennett. Currently the Board’s Chair, Mr. Bennett has over 30 years of experience in the investment management industry, particularly with fixed income portfolio management and credit analysis. He has served in senior management for a number of money management firms. Mr. Bennett has also served as a board member of another investment company, an educational institution, nonprofit organizations and for-profit companies.

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He has an M.B.A. from the University of Cincinnati. Mr. Bennett has served on the Board since March 2005.

Ann D. Borowiec. Ms. Borowiec has over 25 years of experience in the banking and wealth management industry. Ms. Borowiec also serves as a board member on several nonprofit organizations. In nominating her to the Board in 2015, the Independent Directors found that her experience as a Chief Executive Officer in the private wealth management business at a leading global asset manager and private bank, including the restructuring of business lines and defining client recruitment strategies, complemented the skills of existing board members. The Independent Directors also found that her experience would provide additional oversight skill in the area of fund distribution. Ms. Borowiec holds a B.B.A. from Texas Christian University and an M.B.A. from Harvard University. Ms. Borowiec has served on the Board since March 2015.

Joseph W. Chow. Mr. Chow has over 30 years of experience in the banking and financial services industry.  In electing him in 2013, the Independent Directors found that his extensive experience in business strategy in non-US markets complemented the skills of existing Board members and also reflected the increasing importance of global financial markets in investment management.  The Independent Directors also found that Mr. Chow’s management responsibilities as a former Executive Vice President of a leading global asset servicing and investment management firm as well as his experience as Chief Risk and Corporate Administration Officer would add helpful oversight skills to the Board’s expertise. Mr. Chow holds a B.A. degree from Brandeis University and M.C.P. and M.S. in Management degrees from MIT.  Mr. Chow has served on the Board since January 2013.

H. Jeffrey Dobbs. Mr. Dobbs has more than 35 years of experience in the automotive, industrial manufacturing, financial services and consumer sectors.  He also has served as a partner in a public accounting firm.  Mr. Dobbs holds a degree in accounting from Valparaiso University.  The Independent Directors concluded that Mr. Dobbs is suitable to act as Director because of his extensive work in the global professional services industry, as well as his educational background.

John A. Fry. Mr. Fry has over 30 years of experience in higher education. He has served in senior management for three major institutions of higher learning including serving as president of a leading research university. Mr. Fry has also served as a board member of many nonprofit organizations and several for-profit companies. Mr. Fry has extensive experience in overseeing areas such as finance, investments, risk-management, internal audit and information technology. He holds a B.A. degree in American Civilization from Lafayette College and an M.B.A. from New York University. Mr. Fry has served on the Board since January 2001.

Joseph Harroz, Jr. Mr. Harroz serves as the President of a state university, and also serves as a Director of a bank. He also has served as President and Director of a publicly-traded company, as Interim President and General Counsel to a state university system and as Dean of the College of Law of that state university.  Mr. Harroz holds a B.A. degree from the University of Oklahoma and a J.D. from Georgetown University Law Center.  Mr. Harroz has multiple years of service as a Director to the Funds in the Ivy Fund Complex (the Fund Complex).  The Independent Directors concluded that Mr. Harroz is suitable to serve as Director because of his educational background, his work experience and the length of his service as a Director to the Ivy Funds Complex.

Sandra A.J. Lawrence. Ms. Lawrence has been a member and chair of the boards of several public corporations, closely-held corporations and charitable organizations.  She also has more than 16 years of experience serving on the boards of public companies, including as Audit Committee Chair and Nominating/Governance Committee Chair, and has served as a chief financial officer and on investment and finance committees.  She served as President of Stern Brothers, a municipal bond house, where she held NASD Series licenses 7, 24 and 63. Ms. Lawrence holds an A.B. from Vassar College, as well as master’s degrees from the Massachusetts Institute of Technology and Harvard Business School.  The Independent Directors concluded that Ms. Lawrence is suitable to serve as Director because of her work experience, financial background, academic background and service on corporate and charitable boards.

Frances A. Sevilla-Sacasa.Ms. Sevilla-Sacasa has over 30 years of experience in banking and wealth management. In electing her in 2011, the Independent Directors of the Funds found that her extensive international wealth management experience, in particular, complemented the skills of existing Board members and also reflected the increasing importance of international investment management not only for dollar-denominated investors but also for investors outside the US. The Independent Directors also found that Ms. Sevilla-Sacasa’s management

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responsibilities as the former President and Chief Executive Officer of a major trust and wealth management company would add a helpful oversight skill to the Board’s expertise, and her extensive nonprofit board experience gave them confidence that she would make a meaningful, experienced contribution to the Board of Directors. Finally, in electing Ms. Sevilla-Sacasa to the Board, the Independent Directors valued her perceived dedication to client service as a result of her overall career experience. Ms. Sevilla-Sacasa holds B.A. and M.B.A. degrees from the University of Miami and Thunderbird School of Global Management, respectively. Ms. Sevilla-Sacasa has served on the Board since September 2011.

Thomas K. Whitford. Mr. Whitford has over 25 years of experience in the banking and financial services industry, and served as Vice Chairman of a major banking, asset management, and residential mortgage banking institution.  In electing him in 2013, the Independent Directors of the Funds found that Mr. Whitford’s senior management role in wealth management and experience in the mutual fund servicing business would provide valuable current management and financial industry insight, in particular, and complemented the skills of existing Board members.  The Independent Directors also found that his senior management role in integrating company acquisitions, technology and operations and his past role as Chief Risk Officer would add a helpful oversight skill to the Board’s expertise.  Mr. Whitford holds a B.S. degree from the University of Massachusetts and an M.B.A. degree from The Wharton School of the University of Pennsylvania. Mr. Whitford has served on the Board since January 2013.

Christianna Wood. Ms. Wood has over 30 years of experience in the investment management industry. In selecting her to serve on the Board, the Independent Directors noted and valued her significant portfolio management, corporate governance and audit committee experience. Ms. Wood received a B.A. in economics from Vassar College and an M.B.A. in finance from New York University. Ms. Wood has served on the Board since January 2019.

Janet L. Yeomans. Ms. Yeomans has over 28 years of business experience with a large global diversified manufacturing company, including service as Treasurer for this company. In this role, Ms. Yeomans had significant broad-based financial experience, including global financial risk-management, investments, and mergers and acquisitions. She served as a board member of a for-profit company and also is a current board member of a hospital and a public university system. She holds degrees in mathematics and physics from Connecticut College, an M.S. in mathematics from Illinois Institute of Technology, and an M.B.A. from the University of Chicago. Ms. Yeomans has served on the Board since April 1999.

Shawn K. Lytle.  Mr. Lytle has over 20 years of experience in the investment management industry. He has been the Global Head of Macquarie Investment Management since January 2019 and Head of Americas – Macquarie Group since December 2017 and he is responsible for all aspects of the firm’s business. He joined the firm as President of Macquarie Investment Management – Americas in 2015.  Prior to that time, Mr. Lytle served in various executive management, investment management, and distribution positions at two major banking institutions. He holds a B.A. degree from The McDonough School of Business at Georgetown University. Mr. Lytle has served on the Board since September 2015. Mr. Lytle serves on the board of directors of the National Association of Securities Professionals (NASP), the Sustainability Accounting Standards Board, and he is a member of the board of governors for the Investment Company Institute (ICI). In November 2017, Mr. Lytle was named to the Black Enterprise list of “Most Powerful Executives in Corporate America.”

Board Role in Risk Oversight. The Board performs a risk oversight function for the Funds consisting, among other things, of the following activities: (1) receiving and reviewing reports related to the performance and operations of the Funds; (2) reviewing, approving, or modifying, as applicable, the compliance policies and procedures of the Funds; (3) meeting with portfolio management teams to review investment strategies, techniques and the processes used to manage related risks; (4) addressing security valuation risk in connection with its review of fair valuation decisions made by Fund management pursuant to Board-approved procedures; (5) meeting with representatives of key service providers, including the Funds’ investment advisor, transfer agent, custodian and independent registered public accounting firm, to review and discuss the activities of the Funds and to provide direction with respect thereto; (6) engaging the services of the Funds’ Chief Compliance Officer to test the compliance procedures of the Funds and its service providers; and (7) requiring management’s periodic presentations on specified risk topics.

The Directors perform this risk oversight function throughout the year in connection with each quarterly Board meeting. The Directors routinely discuss certain risk-management topics with Fund management at the Board level and also through the standing committees of the Board. In addition to these recurring risk-management

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discussions, Fund management raises other specific risk-management issues relating to the Funds with the Directors at Board and committee meetings. When discussing new product initiatives with the Board, Fund management also discusses risk – either the risks associated with the new proposals or the risks that the proposals are designed to mitigate. Fund management also provides periodic presentations to the Board to give the Directors a general overview of how the Funds’ investment advisor and its affiliates identify and manage risks pertinent to the Funds.

The Audit Committee looks at specific risk-management issues on an ongoing basis. The Audit Committee is responsible for certain aspects of risk oversight relating to financial statements, the valuation of Fund assets, and certain compliance matters. In addition, the Audit Committee meets with the investment advisor’s internal audit and risk-management personnel on a quarterly basis to review the reports on their examinations of functions and processes affecting the Funds.

The Board’s other committees also play a role in assessing and managing risk. The Nominating Committee and the Committee of Independent Directors play a role in managing governance risk by developing and recommending to the Board corporate governance principles and, in the case of the Committee of Independent Directors, by overseeing the evaluation of the Board, its committees and its activities. The Investments Committee plays a significant role in assessing and managing risk through its oversight of investment performance, investment process, investment risk controls, and Fund expenses.

Because risk is inherent in the operation of any business endeavor, and particularly in connection with the making of financial investments, there can be no assurance that the Board’s approach to risk oversight will be able to minimize or even mitigate any particular risk. Each Fund is designed for investors that are prepared to accept investment risk, including the possibility that as yet unforeseen risks may emerge in the future.

Board Compensation. Each Independent Director receives: (i) an annual retainer fee of $240,000 for serving as a Director for the investment companies in the Macquarie Investment Management family of funds (160 funds in the complex) for which they serve, plus $14,000 per meeting for attending each Board Meeting in person held on behalf of all investment companies in the complex; and (ii) a $3,000 fee for attending telephonic board meetings on behalf of the investment companies in the complex. The committee members and committee/board chairs also receive the following fees: (i) members of the Nominating Committee, Audit Committee, and Investments Committee will receive additional compensation of up to $5,200 for each Committee meeting attended; (ii) the Chair for each of the Audit Committee, the Investments Committee, and the Nominating Committee receives an annual retainer of $30,000; and (iii) the Board Chair will receive an additional annual retainer of $100,000.

The following table sets forth the compensation received by each Director for the Funds and the total compensation received from the Fund Complex as a whole during the twelve months ended April 30, 2021. Mr. Lytle is not compensated by the Funds for his service as Director.

Director	Aggregate Compensation from the Funds	Total Compensation from the Investment Companies in the Fund Complex*	Number of Funds in Fund Complex* Overseen by Director as of April 30, 2021
Jerome D. Abernathy	$[   ]	$353,333	77
Thomas L. Bennett (Chair)	$[   ]	$465,833	77
Ann D. Borowiec	$[   ]	$334,333	77
Joseph W. Chow	$[   ]	$326,333	77
H. Jeffrey Dobbs	$0	$0	0
John A. Fry	$[   ]	$329,833	77
Lucinda S. Landreth**	$[   ]	$242,333	77
Joseph Harroz, Jr.	$0	$0	0
Sandra A.J. Lawrence	$0	$0	0
Frances A. Sevilla-Sacasa	$[   ]	$350,833	77
Thomas K. Whitford	$[   ]	$365,333	77
Christianna Wood	$[   ]	$353,333	77
Janet L. Yeomans	$[   ]	$340,833	77

*    After the Transaction closed on April 30, 2021, the number of Funds in the Fund Complex overseen by Messrs. Abernathy, Bennett, Chow,

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Fry, and Whitford and Mses. Borowiec, Sevilla-Sacasa, Wood, and Yeomans increased to 161 and Messrs. Dobbs and Harroz and Ms. Lawrence became Directors of the Funds.

**  Ms. Landreth, a former Trustee, received compensation from the Funds prior to her death on Jan. 31, 2021.

Officers. The following individuals are executive officers of one or more of the Funds: Shawn K. Lytle, David F. Connor, Daniel V. Geatens, and Richard Salus. The Statement of Additional Information accompanying this Prospectus/Proxy Statement includes certain information concerning these officers.  [The shares of each Fund that are owned by the executive officers as a group is less than one percent as of  August 12, 2021].  In addition, to the knowledge of the Funds’ management, the Directors and officers of the Funds owned, as a group, less than one percent of the outstanding shares of each class of the Funds as of August 12, 2021.]

Section 16(a) Beneficial Ownership Reporting Compliance. Section 16 of the Securities Exchange Act of 1934, as amended (the 1934 Act), requires that Forms 3, 4, and 5 be filed with the Securities and Exchange Commission (SEC), the relevant securities exchange and the relevant Fund, by or on behalf of certain persons, including directors, certain officers, and certain affiliated persons of the investment advisor. [The Funds believe that these requirements were met for each Fund’s last fiscal year.] 

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VOTING INFORMATION

How many votes are necessary to approve the Proposals?

The presence at the Meeting or by proxy of holders of a majority of a Fund’s outstanding shares shall constitute a quorum for such Fund.  In the event that a quorum is not present or if sufficient votes are not received consistent with the Board’s recommendation regarding a proposal, management may propose an adjournment or adjournments of the Meeting for a Fund. Any adjournment would require a vote in favor of the adjournment by the holders of a majority of the shares present at the Meeting or by proxy. The persons named as proxies on the Proxy Card(s) may vote (or withhold their votes) in their discretion on any proposed adjournment.

Proposals 1 and 2:

Required Vote.The holders of at least a majority of the outstanding Common shares and the outstanding Preferred shares voting as a single class is required to approve the Plan. Each Acquired Fund shareholder will be entitled to one vote for each full share, and a proportionate fractional vote for each fractional share, of the Acquired Fund held at the close of business on Aug. 12, 2021 (the Record Date).

Proposal 3:

Required Vote.The affirmative vote of a majority of the voting power of the Acquiring Fund’s shares, with Preferred shareholders of the Acquiring Fund voting with Common shareholders of the Acquiring Fund as a single class, present in person or by proxy and entitled to vote at a meeting of shareholders at which a quorum is present. Each Acquiring Fund shareholder will be entitled to one vote for each full share, and a proportionate fractional vote for each fractional share, of the Acquiring Fund held at the close of business on Aug. 12, 2021 (the Record Date).

Proposal 4:

Required Vote. All shareholders of a Fund vote together to elect Directors, except that the Preferred shareholders of the Funds have the exclusive right to separately elect two Preferred Share Directors, in addition to the right to vote for the remaining Directors together with the holders of the Common Shares. The Preferred Share Director nominees are Ann D. Borowiec and Joseph W. Chow and they are being solicited in a separate proxy statement to the Preferred shareholders.  Provided that a quorum is present at the Meeting or by proxy, Directors must be elected by not less than a plurality of Common and Preferred share votes cast of the shares entitles to vote thereon, voting together. A vote decided by a plurality of the votes cast means that the winning nominee only needs to get more votes than any competing nominee. A Director that runs unopposed only needs one vote to be elected, so an “against” vote or vote that is withheld will not impact the election of a Director.

Abstentions and Broker Non-Votes

Under relevant state law and the Acquired Funds’ Agreement and Declaration of Trust, abstentions and broker non-votes (that is, proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owner or other persons entitled to vote shares on a particular matter with respect to which the brokers or nominees do not have discretionary power) will be treated as votes present at the Meeting; abstentions and broker non-votes, however, will not be treated as votes cast at such Meeting.  Thus, under the Acquired Funds’ Agreements and Declaration of Trust, abstentions and broker non-votes will be included for purposes of determining whether a quorum is present, but will have the same effect as a vote against Proposals 1, 2, and 3.

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How do I ensure my vote is accurately recorded?

If you do not expect to be present at the Meeting and wish to vote your shares, please vote your proxy in accordance with the instructions included on the enclosed proxy card(s). If your proxy is properly returned, shares represented by it will be voted at the Meeting in accordance with your instructions for the Proposals. If your proxy is properly executed and returned and no choice is specified on the proxy card(s) with respect to the Proposals, the proxy will be voted “FOR” the Plan for your Acquired Fund(s) (Proposals 1/2/3) and “FOR” the Director Nominees for your Fund (Proposal 4) and in accordance with the judgment of the person appointed as proxy upon any other matter that may properly come before the Meeting or adjournment of the Meeting. Shareholders who execute proxies may revoke or change their proxy at any time prior to the time it is voted by delivering a written notice of revocation, by delivering a subsequently dated proxy by mail, telephone or the Internet or by attending the Meeting via audio teleconference and voting at the Meeting. If you revoke a previous proxy, your vote will not be counted unless you attend the Meeting via audio teleconference and vote or legally appoint another proxy to vote on your behalf.

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

May I revoke my proxy?

Shareholders who execute proxies may revoke or change their proxy at any time prior to the time it is voted by delivering a written notice of revocation, by delivering a subsequently dated proxy by mail, telephone or the Internet or by attending the Meeting via audio teleconference and voting at the Meeting. If you revoke a previous proxy, your vote will not be counted unless you attend the Meeting via audio teleconference and vote or legally appoint another proxy to vote on your behalf.

What other matters will be voted upon at the Meeting?

The Board does not intend to bring any matters before the Meeting other than that described in this Prospectus/Proxy Statement.  The Board is not aware of any other matters to be brought before the Meeting by others.  If any other matter legally comes before the Meeting, proxies for which discretion has been granted will be voted in accordance with the views of the Manager.

Who is entitled to vote?

Shareholders of record of each Fund on the Record Date will be entitled to vote at the Meeting.  The following table shows the number of shares of each Fund as of the Record Date:

OUTSTANDING SHARES AS OF RECORD DATE (AUGUST 12, 2021)

Fund and Title of Class	Amount Authorized	Amount Held by Fund for its Own Account	Amount Outstanding Exclusive of Amount Shown in Previous Column
VCF
Common Shares			4,837,100.0000
Preferred Shares			300.0000
VFL

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Common Shares	4,528,443.5053
Preferred Shares	300.0000
VMM
Common Shares	11,504,975.0860
Preferred Shares	750.0000

How will proxies be solicited?

The Funds have contracted with [Proxy Solicitor] to coordinate the mailing of proxy materials, conduct any solicitation required, and host the virtual Meeting platform. The anticipated costs of retaining [Proxy Solicitor] are set forth below and include reimbursement of reasonable out-of-pocket expenses. [Proxy Solicitor] anticipates that approximately [  ] of its employees or other persons will be involved in coordinating the mailing of proxy materials to shareholders of the Funds.

Proxies may be solicited by the Funds and their Directors and executive officers, and/or regular employees and officers of the Funds’ investment advisor, administrator, or any of their affiliates, none of whom will receive any additional compensation for these solicitations.

Although no precise estimate can be made at the present time, it is currently estimated that the aggregate amount to be spent in connection with the Proposals (excluding the salaries and fees of officers and employees) will be approximately $[     ].  To date, approximately $[    ] has been spent on the Proposals.  These estimates include fees for attorneys, accountants, public relations or financial advisors, proxy solicitors, advertising, printing, transportation, litigation, and other costs incidental to the Proposals, but exclude costs normally expended for an annual shareholder meeting in the absence of a contest, and costs represented by salaries and wages of regular employees and officers.

The Funds expect that the solicitation will be primarily by mail.  As the date of the Meeting approaches, however, certain shareholders may receive a telephone call from a representative of [the Proxy Solicitor] if their votes have not yet been received.  Authorization to permit [the Proxy Solicitor] to execute proxies may be obtained by telephonic instructions from shareholders. Proxies that are obtained telephonically will be recorded in accordance with the procedures set forth below. The Funds believe that these procedures are reasonably designed to ensure that both the identity of the shareholder casting the vote and the voting instructions of the shareholder are accurately determined.

In all cases where a telephonic proxy is solicited, [the Proxy Solicitor] representative is required to ask for each shareholder’s full name and address and to confirm that the shareholder has received the proxy materials in the mail or by other acceptable means.  If the shareholder is a corporation or other entity, the Solicitor representative is required to ask for the person’s title and for confirmation that the person is authorized to direct the voting of the shares.  If the information solicited agrees with the information provided to [the Proxy Solicitor], then [the Proxy Solicitor] representative may ask for the shareholder’s instructions on the Proposals described in this Prospectus/Proxy Statement.  Although [the Proxy Solicitor] representative is permitted to answer questions about the process, he or she is not permitted to recommend to the shareholder how to vote, other than by reading any recommendations set forth in this Prospectus/Proxy Statement.  The [Proxy Solicitor]  representative will record the shareholder’s instructions on the proxy card.  Within 72 hours, the shareholder will be sent a letter to confirm his or her vote and asking the shareholder to call [the Proxy Solicitor] immediately if his or her instructions are not correctly reflected in the confirmation.

The Funds will request broker-dealer firms, custodians, nominees, and fiduciaries to forward proxy material to the beneficial owners of the shares of record. The Funds may reimburse broker-dealer firms, custodians, nominees, and fiduciaries for their reasonable expenses incurred in connection with such proxy solicitation.  In addition, certain officers and representatives of the Funds or their affiliates, who will receive no extra compensation for their services, may solicit proxies by telephone or personally.

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The Funds expect that, before the Meeting, broker-dealer firms holding shares of a Fund in “street name” for their customers will request voting instructions from their customers and beneficial owners.  If these instructions are not received by the date specified in the broker-dealer firms’ proxy solicitation materials, the Funds understand that current New York Stock Exchange rules do not permit the broker-dealers to vote on the Plan, on behalf of their customers and beneficial owners.  Certain broker-dealers may exercise discretion over shares held in their name for which no instructions are received by voting these shares in the same proportion as they vote shares for which they received instructions.

Are there dissenters’ rights?

Under Minnesota law, holders of Acquired Fund Common Shares do not have any dissenters' rights of appraisal in connection with the Reorganizations because the Acquiring Fund Common Shares are traded on the NYSE. Holders of Acquired Fund Preferred Shares, however, do have dissenters' rights of appraisal under Minnesota law in connection with proposed mergers. These dissenters' rights, and the procedures pertaining, are set forth in detail in the proxy statement sent to holders of Preferred Shares.

MORE INFORMATION ABOUT THE FUNDS

Service Providers.The Funds use the same service providers as described below:

• Fund Administration: Delaware Investments Fund Services Company (DIFSC), located at 100 Independence, 610 Market Street, Philadelphia, PA 19106-2354, an affiliate of DMC, provides fund accounting and financial administration oversight services to each Fund.

• Transfer Agent: Computershare, Inc., located at 480 Washington Blvd., Jersey City, NJ, 07310, serves as the Funds’ registrar and stock transfer agent (the Transfer Agent).

• Fund Accountants: The Bank of New York Mellon (BNY Mellon), One Wall Street, New York, NY 10286-0001, provides fund accounting and financial administration services to the Funds. Those services include providing financial reporting information, regulatory compliance testing, and other related accounting services.

• Custodian: BNY Mellon is each Fund’s custodian.

• Legal Counsel: Stradley Ronon Stevens & Young, LLP serves as the Funds’ legal counsel.

• Independent Registered Public Accountants: [    ] serves as the independent registered public accounting firm for each Fund.

Additional Information.

Householding. Unless you have instructed the Funds not to, only one copy of this proxy solicitation will be mailed to multiple shareholders of record who share a mailing address (a Household). If you need additional copies of this proxy solicitation, please contact your participating broker-dealer firm or other financial intermediary or, if you hold Fund shares directly with the Funds, you may write to the Funds c/o Macquarie Investment Management, 100 Independence, 610 Market Street, Philadelphia, PA 19106-2354 or call toll-free (866) 437-0252. If you do not want the mailing of your proxy solicitation materials to be combined with those of other members of your Household in the future, or if you are receiving multiple copies and would rather receive just one copy for your Household, please contact your participating broker-dealer firm or other financial intermediary or, if you hold Fund shares directly with the Funds, you may write to the Funds c/o Macquarie Investment Management, 100 Independence, 610 Market Street, Philadelphia, PA 19106-2354 or call toll-free (866) 437-0252.

Shareholder Proposals. For the Funds’ annual meeting of shareholders in 2022, shareholder proposals and Board nominations must be received no earlier than [    ], 2022 and no later than [   ], 2022. In addition, shareholder proposals to be included in the Funds’ Combined Proxy Statement for that meeting must be received no later than [   ], 2022. Such proposals should be sent to a Fund, directed to the attention of its Secretary, at the address of its principal executive office listed in the “Householding” section above. The inclusion and/or presentation of any such proposal is subject to the applicable requirements of the proxy rules under the 1934 Act, other applicable law and each Fund’s governing instruments. The persons designated as proxies will vote in their discretion on any matter if the Funds do not receive notice of such matter prior to [   ], 2022.

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The SAI dated [   ], 2021 relating to this Prospectus/Proxy Statement, which has been filed with the SEC.  is incorporated herein by reference and considered a part of this Prospectus/Proxy Statement.

More information about the Funds is included in: (i) the Annual Report to Shareholders for the fiscal year ended March 31, 2021; and (ii) the Semiannual Report to Shareholders for the period ended Sept. 30, 2020.

Each Fund’s most recent annual report and semi-annual report were previously mailed to shareholders. Copies of these reports are available upon request, without charge, by writing the Funds c/o Macquarie Investment Management, 100 Independence, 610 Market Street, Philadelphia, PA 19106-2354, or by calling toll-free (866) 437-0252; or through the Funds’ website at delawarefunds.com.

This Prospectus/Proxy Statement, which constitutes part of a Registration Statement on Form N-14 filed by the Acquiring Fund with the SEC under the Securities Act of 1933, as amended, omits certain of the information contained in such Registration Statements.  Reference is hereby made to the Registration Statements and to the exhibits and amendments thereto for further information with respect to the Acquiring Fund and the shares it offers.  Statements contained herein concerning the provisions of documents are necessarily summaries of such documents, and each such statement is qualified in its entirety by reference to the copy of the applicable document filed with the SEC.

Each Fund also files proxy materials, proxy and information statements, reports, and other information with the SEC in accordance with the informational requirements of the Securities Exchange Act of 1934, as amended, and the 1940 Act.  These materials can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C.  20549 (call 202 551-8090 for hours of operation) and regional offices of the SEC. To request information regarding the Funds, you may also send an e-mail to the SEC at publicinfo@sec.gov.

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EXHIBITS TO
PROSPECTUS/PROXY STATEMENT

Exhibit

A Form of Agreement and Plan of Acquisition

B Financial Highlights

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EXHIBIT A

FORM OF AGREEMENT AND PLAN OF ACQUISITION

THIS AGREEMENT AND PLAN OF ACQUISITION (the “Plan”) is made as of this ___ day of _________, 2021, by and among:  (i) [Delaware Investments Colorado Municipal Income Fund, Inc./Delaware Investments Minnesota Municipal Income Fund II, Inc.] (the “Acquired Fund”), a corporation incorporated under the laws of the State of Minnesota and a closed-end management investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”), with its principal place of business at 100 Independence, 610 Market Street, Philadelphia, PA 19106-2354; (ii) Delaware Investments National Municipal Income Fund (the “Acquiring Fund”), a business trust formed under the laws of the State of Massachusetts and a closed-end management investment company registered under the 1940 Act, with its principal place of business at 100 Independence, 610 Market Street, Philadelphia, PA 19106-2354; and (iii) Delaware Management Company (“DMC”), a series of Macquarie Investment Management Business Trust, a statutory trust formed under the laws of the State of Delaware, with its principal place of business at 100 Independence, 610 Market Street, Philadelphia, PA 19106-2354.  The Acquired Fund and the Acquiring Fund are together referred to herein as the “Funds.”

ACQUISITION

The acquisition (hereinafter referred to as the “Acquisition”) will consist of (i) the acquisition by Acquiring Fund of substantially all of the property, assets and goodwill of the Acquired Fund in exchange solely for (a) full and fractional shares of beneficial interest, par value $0.01, of the Acquiring Fund (“Acquiring Fund Common Shares”), and (b) shares of Series [    ] Muni-MultiMode Preferred Shares of Acquiring Fund (“Acquiring Fund Preferred Shares,” and together with Acquiring Fund Common Shares, the “Acquiring Fund Shares”), (ii) the pro rata distribution of such Acquiring Fund Shares to the shareholders of the Acquired Fund according to their respective interests in liquidation of the Acquired Fund, and (iii) the dissolution of the Acquired Fund as soon as is practicable after the closing (as defined in Section 3, hereinafter called the “Closing”), all upon and subject to the terms and conditions of this Plan hereinafter set forth.

AGREEMENT

In order to consummate the Plan and the Acquisition and in consideration of the premises and of the covenants and agreements hereinafter set forth, and intending to be legally bound, the parties hereto covenant and agree as follows:

1. Sale and Transfer of Assets, Liquidation and Dissolution of the Acquired Fund

(a) Subject to the terms and conditions of this Plan, and in reliance on the representations and warranties of Acquiring Fund herein contained, and in consideration of the delivery by Acquiring Fund of the number of Acquiring Fund Shares hereinafter provided, the Acquired Fund agrees that it will convey, transfer and deliver to Acquiring Fund at the Closing all of the Acquired Fund’s then existing assets, free and clear of all liens, encumbrances and claims whatsoever

(other than shareholders’ rights of redemption, if any), except for cash, bank deposits or cash equivalent securities in an estimated amount necessary to: (i) pay the costs and expenses of carrying out this Plan as mutually agreed upon by the parties (including, but not limited to, fees of counsel and accountants, and expenses of its liquidation and dissolution contemplated hereunder), which costs and expenses shall be established on the Acquired Fund’s books as liability reserves; (ii) discharge its unpaid liabilities on its books at the Closing date (as defined in Section 3, hereinafter called the “Closing Date”), including, but not limited to, its income dividends and capital gains distributions, if any, payable for the period prior to, and through, the Closing Date and excluding those liabilities that would otherwise be discharged at a later date in the ordinary course of business; and (iii) pay such contingent liabilities as the Board of Directors of the Acquired Fund (the “Acquired Fund Board”) shall reasonably deem to exist against the Acquired Fund, if any, at the Closing Date, for which contingent and other appropriate liability reserves shall be established on the Acquired Fund’s books (hereinafter “Net Assets”). The Acquired Fund shall also retain any and all rights that it may have over and against any person that may have arisen up to and including the close of business on the Closing Date.

(b) Subject to the terms and conditions of this Plan, and in reliance on the representations and warranties of the Acquired Fund herein contained, and in consideration of such sale, conveyance, transfer and delivery, Acquiring Fund agrees at the Closing to deliver to the Acquired Fund (i) the number of Acquiring Fund Common Shares determined with respect to the Acquired Fund by: (A) dividing the net asset value per share of the common stock of the Acquired Fund (“Acquired Fund Common Shares”) by (B) the net asset value per share of Acquiring Fund Common Shares, and (C) multiplying the resulting quotient by the number of outstanding Acquired Fund Common Shares; and (ii) [300/750] shares of Acquiring Fund Preferred Shares, the aggregate liquidation preference of which shall equal the aggregate liquidation preference of the preferred shares of the Acquired Fund (“Acquired Fund Preferred Shares”).  All such values of the Acquired Fund Common Shares and the Acquiring Fund Common Shares and the aggregate liquidation preference of the Acquired Fund Preferred Shares and the Acquiring Fund Preferred Shares shall be determined in the manner and as of the time set forth in Section 2 hereof.  The preferences, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of the Acquiring Fund Preferred Shares shall be identical in all material respects to those of the Acquired Fund Preferred Shares.

(c) Liquidating Distribution

(1) Immediately following the Closing, the Acquired Fund shall liquidate and distribute the Acquiring Fund Shares received by the Acquired Fund pursuant to this Section 1, together with any other assets, (i) pro rata to the Acquired Fund’s common shareholders of record as of the close of business on the Closing Date, the Acquiring Fund Common Shares received by the Acquired Fund pursuant to this Section 1, in exchange for

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common shares of the Acquired Fund held by the common shareholders of the Acquired Fund and (ii) to shareholders of Acquired Fund Preferred Shares of record, determined as of the Closing, one share of Acquiring Fund Preferred Shares, in exchange for each share of Acquired Fund Preferred Shares held by the preferred shareholders of the Acquired Fund.

(2) Such liquidating distribution will be accomplished (i) by opening accounts on the books of the Acquiring Fund in the names of the shareholders of the Acquired Fund and transferring to each account (A) in the case of a common shareholder, such shareholder’s pro rata share of the Acquiring Fund Common Shares received by the Acquired Fund, and (B) in the case of a preferred shareholder, a number of the shares of Acquiring Fund Preferred Shares received by the Acquired Fund equal to the number of shares of Acquired Fund Preferred Shares held by such shareholder, and (ii) by paying to the shareholders of the Acquired Fund any Interim Dividends on such transferred shares.

(3) Fractional Acquiring Fund Common Shares shall be carried to the third decimal place.

(d) As promptly as is practicable after the Closing, each holder of any outstanding certificate or certificates representing common stock of the Acquired Fund (collectively, the “Acquired Fund Common Shares”) and preferred stock of the Acquired Fund (collectively, the “Acquired Fund Preferred Shares,” and together with Acquired Fund Common Shares, the “Acquired Fund Shares”) shall be entitled to surrender the same to the transfer agent for Acquiring Fund in exchange for the respective number of applicable Acquiring Fund Shares into which the Acquired Fund Shares theretofore represented by the certificate or certificates so surrendered shall have been converted.  Until so surrendered, each outstanding certificate which, prior to the Closing, represented the Acquired Fund Shares shall be deemed for all Acquiring Fund’s purposes to evidence ownership of the respective number of the applicable Acquiring Fund Shares into which the Acquired Fund Shares (which prior to the Closing were represented thereby) have been converted.

(e) Dividends on shares of Acquired Fund Preferred Shares shall accumulate to and including the Closing Date and then cease to accumulate.  The “Applicable Dividend Rate” in respect of the “Initial Dividend Period” (as those terms are defined in the certificate of designation of the Acquiring Fund Preferred Shares (“Certificate of Designation”)) for the Acquiring Fund Preferred Shares issued pursuant to the Acquisition shall accumulate from and including the day after the Closing Date at the same rate borne on the Closing Date by the Acquired Fund Preferred Shares.  The subsequent “Dividend Periods” and “Dividend Payment Date” in respect of such subsequent Dividend Periods (as such terms are defined in the Certificate of Designation) for the shares of Acquiring Fund Preferred Shares issued pursuant to the Acquisition shall be identical to such dividend

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provisions applicable to the Acquired Fund Preferred Shares as of immediately prior to the Closing, in accordance with the Certificate of Designation.

(f) At or prior to the Closing, the Acquired Fund (i) will declare all accumulated but unpaid dividends on the shares of Acquired Fund Preferred Shares up to and including the Closing Date, such dividends to be paid to the holders thereof on the Dividend Payment Date in respect of the Initial Dividend Period of shares of Acquiring Fund Preferred Shares, for which such Acquired Fund Preferred Shares are to be exchanged, and (ii) will declare a dividend and/or other distribution to be paid within 30 days after the Closing Date to its shareholders of record so that, upon such payment, it will have distributed all of its investment company taxable income (computed without regard to any deduction for dividends paid), net tax-exempt income and realized net capital gains, if any, through and including the Closing Date.

(g) Promptly following the Closing and the liquidating distribution of the respective Acquiring Fund Shares (and any resolution of litigation or other contingent liabilities), the Acquired Fund shall be dissolved.

2. Valuation

(a) The value of the Acquired Fund’s Net Assets to be acquired by Acquiring Fund hereunder shall be computed as of 4:00 p.m. Eastern time on the Closing Date in a manner consistent with the valuation procedures adopted by the Acquired Fund.  The value of the Acquired Fund’s net assets shall be calculated net of the liquidation preference (including accumulated and unpaid dividends) of all outstanding shares of Acquired Fund Preferred Shares.

(b) The value of Acquiring Fund’s Net Assets shall be computed as of 4:00 p.m. Eastern time on the Closing Date in a manner consistent with the valuation procedures adopted by the Acquiring Fund.  The value of the Acquiring Fund’s net assets shall be calculated net of the liquidation preference (including accumulated and unpaid dividends) of all outstanding preferred shares.

(c) The respective net asset value per Acquired Fund Common Share of the Acquired Fund shall be determined to the third decimal place as of 4:00 p.m. Eastern time on the Closing Date in a manner consistent with the valuation procedures adopted by the Acquired Fund.

(d) The net asset value per Acquiring Fund Common Shares shall be determined to the third decimal place as of 4:00 p.m. Eastern time on the Closing Date in a manner consistent with the valuation procedures adopted by the Acquiring Fund.

(e) The liquidation preference of the Acquired Fund Preferred Shares is $100,000 per share.

(f) The liquidation preference of the Acquiring Fund Preferred Shares is $100,000 per share.

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3. Closing Date

The Closing Date shall be_________, 2021, or such later date as the parties may mutually agree, provided that the Closing Date shall not be a date on which a remarketing of the Acquired Fund Preferred Shares would ordinarily occur.  The Closing shall take place at the principal office of Acquiring Fund at 5:00 p.m. Eastern time, on the Closing Date. The Acquired Fund shall have provided for delivery as of the Closing of those Net Assets of the Acquired Fund to be transferred to the account of Acquiring Fund’s custodian, The Bank of New York Mellon, One Wall Street, New York, NY 10286-0001.  The Acquired Fund shall also deliver at the Closing a list of names and addresses of the shareholders of record of its respective Acquired Fund Shares and the number of full and fractional shares of Acquired Fund Common Shares and the number of Acquired Fund Preferred Shares owned by each such shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of 4:00 p.m. Eastern time on the Closing Date, certified by the Acquired Fund’s transfer agent or by its President or a Vice President to the best of its or his or her knowledge and belief. Acquiring Fund shall issue and deliver a certificate or certificates evidencing the respective Acquiring Fund Common Shares and Acquiring Fund Preferred Shares to be delivered to the account of the Acquired Fund at said transfer agent registered in such manner as the officers of the Acquired Fund may request, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been registered in an account on the books of Acquiring Fund in such manner as the officers of the Acquired Fund may request.

4. Representations and Warranties by Acquiring Fund

Acquiring Fund represents and warrants to the Acquired Fund that:

(a) Acquiring Fund is a business trust formed under the laws of the State of Massachusetts and is validly existing under the laws of that State. Acquiring Fund is duly registered under the 1940 Act as a closed-end, management investment company and all of the Acquiring Fund Shares sold were sold pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the “1933 Act”), except for those shares sold pursuant to the private offering exemption for the purpose of raising the required initial capital.

(b) Acquiring Fund is authorized to issue an unlimited number of Acquiring Fund Shares, with par value of $0.01.  As of March 31, 2021, the Acquiring Fund had issued and outstanding [4,528,443] shares of Acquiring Fund Common Shares listed on the NYSE American Exchange and [300] shares of Series 2049 Muni-MultiMode Preferred Shares issued and outstanding.  All issued and outstanding Acquiring Fund Common Shares and Municipal Income Preferred Shares are, and all Acquiring Fund Common Shares and Acquiring Fund Preferred Shares to be issued in exchange for Net Assets of the Acquired Fund pursuant to this Plan will be when so issued, duly and validly issued and outstanding, fully paid, non-assessable and have full voting rights.

(c) The audited financial statements appearing in Acquiring Fund’s Annual Report to Shareholders for the fiscal year ended March 31, 2021, audited by

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PricewaterhouseCoopers LLP, a copy of which has been delivered to the Acquired Fund, fairly present the financial position of Acquiring Fund as of the respective dates indicated and the results of its operations for the periods indicated in conformity with generally accepted accounting principles applied on a consistent basis.

(d) The books and records of Acquiring Fund accurately summarize the accounting data represented and contain no material omissions with respect to the business and operations of Acquiring Fund.

(e) Acquiring Fund has the necessary power and authority to conduct its business as such business is now being conducted.

(f) Acquiring Fund is not a party to or obligated under any provision of its Declaration of Trust or its By-laws (together, as each has been amended to date, the “Acquiring Fund Corporate Documents”), or any contract or any other commitment or obligation, and is not subject to any order or decree, that would be violated by its execution of or performance under this Plan.

(g) Acquiring Fund has elected to be treated as a regulated investment company (“RIC”) for federal income tax purposes under Part I of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and it has qualified as a RIC for each taxable year since its inception and will qualify as a RIC as of the Closing Date, and consummation of the transactions contemplated by this Plan will not cause it to fail to be qualified as a RIC as of the Closing Date.

(h) Acquiring Fund is not under jurisdiction of a Court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code.

(i) At the time of effectiveness of the registration statement filed by the Acquiring Fund with the SEC on Form N-14 under the 1933 Act relating to Acquiring Fund Shares issuable hereunder (the “Acquiring Fund N‑14 Registration Statement”), the Acquiring Fund N-14 Registration Statement will (i) comply in all material respects with the applicable provisions of the 1933 Act, and the rules and regulations promulgated thereunder; and (ii) not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any disclosure in the Acquiring Fund N-14 Registration Statement provided by the Acquired Fund.

(j) At the time the Acquiring Fund N-14 Registration Statement becomes effective, at the time of the Acquiring and Acquired Funds’ shareholders’ meeting to consider this Plan (the “Meeting”), and at the Closing Date, the Proxy Statement/Prospectus and Statement of Additional Information included in the Acquiring Fund N-14 Registration Statement will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made,

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not misleading; provided, however, that this representation and warranty shall not apply to any disclosure in the Acquiring Fund N-14 Registration Statement provided by the Acquired Fund.

5. Representations and Warranties by the Acquired Fund

The Acquired Fund represents and warrants to Acquiring Fund that:

(a) The Acquired Fund is a corporation incorporated under the laws of the State of Minnesota and is validly existing under the laws of that State.  The Acquired Fund is duly registered under the 1940 Act as a closed-end management investment company and all of the Acquired Fund’s Acquired Fund Shares sold were sold in compliance in all material respects with applicable registration requirements of the 1933 Act.

(b) The authorized capital of the Acquired Fund consists of 201,000,000 shares consisting of 200,00,000 shares of common stock, par value $0.01 per share, and 1,000,000 shares of preferred stock, par value $0.01.  As of March 31, 2021, the Acquired Fund had issued and outstanding [4,837,100/11,504,975] shares of Acquired Fund Common Shares listed on the NYSE American Exchange and [300/750] shares of Series 2049 Muni-MultiMode Preferred Shares issued and outstanding.  All issued and outstanding Acquired Fund Shares are fully paid, non-assessable and have full voting rights.

(c) The audited financial statements appearing in the Acquired Fund’s Annual Report to Shareholders for the fiscal year ended March 31, 2021, audited by PricewaterhouseCoopers LLP, a copy of which has been delivered to Acquiring Fund, fairly present the financial position of the Acquired Fund as of the respective dates indicated and the results of its operations for the periods indicated in conformity with generally accepted accounting principles applied on a consistent basis.

(d) The books and records of the Acquired Fund accurately summarize the accounting data represented and contain no material omissions with respect to the business and operations of the Acquired Fund.

(e) The Acquired Fund has the necessary power and authority to conduct its business as such business is now being conducted.

(f) The Acquired Fund is not a party to or obligated under any provision of its respective Articles of Incorporation, as amended or supplemented from time to time, or its respective Bylaws (together, the “the Acquired Fund Corporate Documents”), or any contract or any other commitment or obligation, and is not subject to any order or decree, that would be violated by its execution of or performance under this Plan.

(g) The Acquired Fund has elected to be treated as a RIC for federal income tax purposes under Part I of Subchapter M of the Code, and it has qualified as a RIC

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for each taxable year since its inception and will qualify as a RIC as of the Closing Date, and consummation of the transactions contemplated by this Plan will not cause it to fail to be qualified as a RIC as of the Closing Date.

(h) The Acquired Fund is not under jurisdiction of a Court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code.

(i) At the time of effectiveness of the Acquiring Fund N‑14 Registration Statement, the Acquiring Fund N-14 Registration Statement will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any disclosure in the Acquiring Fund N-14 Registration Statement not provided by the Acquired Fund.

(j) At the time the Acquiring Fund N-14 Registration Statement becomes effective, at the time of the Meeting, and at the Closing Date, the Proxy Statement/Prospectus and Statement of Additional Information included in the Acquiring Fund N-14 Registration Statement will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any disclosure in the Acquiring Fund N-14 Registration Statement provided by the Acquired Fund.

6. Representations and Warranties by Acquired Fund and Acquiring Fund

The Acquired Fund and Acquiring Fund each represents and warrants to the other that:

(a) The unaudited statement of assets and liabilities to be furnished by each party as of 4:00 p.m. Eastern time on the Closing Date, for the purpose of determining the number of Acquiring Fund Common Shares to be issued pursuant to Section 1 of this Plan, will accurately reflect the respective Net Assets in the case of the Acquired Fund and the net assets in the case of Acquiring Fund, and the outstanding Acquired Fund Common Shares of the Acquired Fund and Acquiring Fund Shares, respectively, as of such date, in conformity with generally accepted accounting principles applied on a consistent basis.

(b) At the Closing, it will have good and marketable title to all of the securities and other assets shown on the statement of assets and liabilities referred to in (a) above, free and clear of all liens or encumbrances of any nature whatsoever, except such imperfections of title or encumbrances as do not materially detract from the value or use of the assets subject thereto, or materially affect title thereto.

(c) Except as has been previously disclosed in any annual or semi-annual reports sent to shareholders pursuant to Section 30 of the 1940 Act or press releases issued by or on behalf of the Acquiring Fund or Acquired Fund (the “Acquiring Fund Disclosure Documents” and “Acquired Fund Disclosure Documents,”

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respectively), there is no material suit, judicial action, or legal or administrative proceeding pending or threatened against the Acquired Fund or Acquiring Fund, respectively.

(d) There are no known actual or proposed deficiency assessments with respect to any taxes payable by it.

(e) The execution, delivery and performance of this Plan have been duly authorized by all necessary action of the Board of Trustees of Acquiring Fund (the “Acquiring Fund Board”) or the Acquired Fund Board, respectively, and this Plan constitutes a valid and binding obligation enforceable in accordance with its terms.

(f) It anticipates that the consummation of this Plan will not cause either the Acquired Fund or Acquiring Fund to fail to conform to the requirements of Subchapter M of the Code for federal income taxation as a RIC at the end of its fiscal year.

(g) It has the necessary power and authority to conduct its business as such business is now being conducted.

7. Covenants of the Acquired Fund and Acquiring Fund

(a) The Acquired Fund and the Acquiring Fund each covenants to (i) operate its business in the ordinary course and substantially in accordance with past practices between the date hereof and the Closing Date, it being understood that such ordinary course of business may include the declaration and payment of customary dividends and distributions, and any other distribution that may be advisable, and (ii) use its reasonable best efforts to preserve intact its business organization and material assets and maintain the rights, franchises and business and customer relations necessary to conduct the business operations of the Acquired Fund and the Acquiring Fund, as appropriate, in the ordinary course in all material respects.

(b) The Acquired Fund undertakes that it will not acquire Acquiring Fund Shares for the purpose of making distributions thereof to anyone other than the respective shareholders of the Acquired Fund.

(c) The Acquired Fund undertakes that, if this Plan is consummated, it will dissolve its corporate existence, file an application pursuant to Section 8(f) of the 1940 Act for an order declaring that it has ceased to be an investment company and take the necessary actions, including making the necessary filings, to withdraw its shares from listing on those stock exchanges on which the Acquired Fund Shares of the Acquired Fund are listed as of the Closing Date.

(d) The Acquired Fund and the Acquiring Fund each agrees that, by the Closing Date, all documents and reports required by law to be filed on or before such date shall have been filed with (i) any federal, state or local tax authorities, including any

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tax returns, (ii) the U.S. Securities and Exchange Commission (the “SEC”) or any state securities commission, and (iii) or any other relevant regulatory authority, and all federal and other taxes shown as due on said returns shall have either been paid or had adequate liability reserves created for the payment of such taxes.

(e) At the Closing, the Acquired Fund will provide Acquiring Fund a copy of the shareholder ledger accounts, certified by the Acquired Fund’s transfer agent or its President or a Vice President to the best of its or his or her knowledge and belief, for all of the shareholders of record of the Acquired Fund’s respective Acquired Fund Shares as of 4:00 p.m. Eastern time on the Closing Date who are to become shareholders of Acquiring Fund as a result of the transfer of assets that is the subject of this Plan.

(f) Each Fund agrees to mail to each of its respective shareholders of record entitled to vote at the Meeting, in sufficient time to comply with requirements as to notice thereof, a combined Prospectus and Proxy Statement that complies in all material respects with the applicable provisions of Section 14(a) of the Securities Exchange Act of 1934, as amended, and Section 20(a) of the 1940 Act, and the rules and regulations, respectively, thereunder, to call a meeting of such shareholders and to take all other action necessary to obtain approval of the transactions contemplated herein.

(g) Acquiring Fund will file with the SEC the Acquiring Fund N‑14 Registration Statement containing the combined Prospectus and Proxy Statement, and will use its best efforts to provide that the Acquiring Fund N-14 Registration Statement becomes effective as promptly as is practicable.

(h) Subject to the provisions of this Agreement, each Fund will each take, or cause to be taken, all action, and do or cause to be done all things, reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement.

(i) It is the intention of the parties that the Acquisition will qualify as a reorganization with the meaning of Section 368(a)(1)(A) of the Code.  None of the parties to a Acquisition shall take any action or cause any action to be taken (including, without limitation the filing of any tax Return) that is inconsistent with such treatment or results in the failure of such Acquisition to qualify as a reorganization within the meaning of Section 368(a)(1)(A) of the Code.

(j) Each Fund shall use their reasonable best efforts to cause the Acquiring Fund Common Shares to be issued in the Acquisition to be approved for listing on each of the stock exchanges on which the Acquiring Fund common shares are listed.

(k) The Acquiring Fund shall use its reasonable best efforts to obtain a rating on the Acquiring Fund Preferred Shares from at least one nationally recognized statistical rating organization (“NRSRO”) and include in its governing documents terms relating to the Acquiring Fund Preferred Shares that are either substantially

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the same as such terms included in the governing documents of the Acquired Fund in respect of the Acquired Fund Preferred Shares or substantially the same as such terms included in the Acquired Fund governing documents except for such changes as required by any NRSRO rating the Acquiring Fund Preferred Shares, prior to the Closing.

(l) The combined Acquired Fund and Acquiring Fund will satisfy all of its obligations set forth in the Acquiring Fund’s Agreement and Declaration of Trust, statement of preferences of the Acquiring Fund Preferred Shares, registration rights agreement relating to the Acquiring Fund Preferred Shares and the Acquiring Fund Preferred Shares certificate (including, without limitation, satisfaction of the effective leverage ratio and minimum asset coverage covenants set forth in its statement of preferences) immediately after Closing.

(m) Immediately after closing, the Acquiring Fund Preferred Shares shall be rated at least AA by Fitch Ratings, Inc., at the request of the Acquiring Fund.

8. Conditions Precedent to be Fulfilled by the Acquired Fund and Acquiring Fund

The consummation of this Plan hereunder shall be subject to the following respective conditions:

(a) That: (i) all the representations and warranties of each party contained herein shall be true and correct as of the Closing with the same effect as though made as of and at such date; (ii) each party shall have performed all obligations required by this Plan to be performed by it prior to the Closing; and (iii) the Acquired Fund and Acquiring Fund shall have delivered to the other a certificate signed by its President, a Vice President or an equivalent officer to the foregoing effect.

(b) That the Acquired Fund and Acquiring Fund shall have delivered to the other a copy of the resolutions approving the Plan adopted and approved by the appropriate action of the Acquired Fund Board or Acquiring Fund Board, as appropriate, certified by its President, a Vice President or an equivalent officer of the Acquired Fund or Acquiring Fund, respectively.

(c) That the SEC shall not have issued an unfavorable management report under Section 25(b) of the 1940 Act or instituted or threatened to institute any proceeding seeking to enjoin consummation of the Plan under Section 25(c) of the 1940 Act. And, further, no other legal, administrative or other proceeding shall have been instituted or threatened that would materially affect the financial condition of either party or would prohibit the transactions contemplated hereby.

(d) That this Plan and the Acquisition contemplated hereby shall have been adopted and approved by the appropriate action of the shareholders of the Acquired Fund at an annual or special meeting or any adjournment thereof.

(e) The Acquired Fund shall have declared and paid or cause to be paid a distribution or distributions prior to the Closing that, together with all previous distributions,

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shall have the effect of distributing to its shareholders (i) all of Acquired Fund’s investment company taxable income for the taxable year ended prior to the Closing Date and substantially all of such investment company taxable income for the final taxable year ending on the Closing Date (in each case determined without regard to any deductions for dividends paid); (ii) all of Acquired Fund’s net capital gain recognized in its taxable year ended prior to the Closing Date and substantially all of any such net capital gain recognized in such final taxable year (in each case after reduction for any capital loss carryover); and (iii) at least 90 percent of the excess, if any, of the Acquired Fund’s interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for the taxable year prior to the Closing Date and at least 90 percent of such net tax-exempt income for such final taxable year.

(f) That there shall be delivered to the Acquired Fund and Acquiring Fund an opinion from Stradley Ronon Stevens & Young, LLP, counsel to the Acquired Fund and Acquiring Fund, to the effect that, provided the acquisition contemplated hereby is carried out in accordance with this Plan and the laws of the State of Massachusetts, and based upon certificates of the officers of the Acquired Fund and Acquiring Fund with regard to matters of fact:

(1) The acquisition by Acquiring Fund of substantially all the assets of the Acquired Fund as provided for herein in exchange for the respective Acquiring Fund Shares followed by the distribution by the Acquired Fund to its shareholders of such Acquiring Fund Shares in complete liquidation of the Acquired Fund will qualify as a reorganization within the meaning of Section 368(a)(1) of the Code, and the Acquired Fund and Acquiring Fund will each be a “party to the reorganization” within the meaning of Section 368(b) of the Code;

(2) No gain or loss will be recognized by the Acquired Fund upon the transfer of substantially all of its respective assets to Acquiring Fund in exchange solely for voting shares of Acquiring Fund (Sections 361(a) and 357(a) of the Code);

(3) No gain or loss will be recognized by Acquiring Fund upon the receipt of substantially all of the respective assets of the Acquired Fund in exchange solely for voting shares of Acquiring Fund (Section 1032(a) of the Code);

(4) No gain or loss will be recognized by the Acquired Fund upon the distribution of Acquiring Fund Shares to its respective shareholders in liquidation of the Acquired Fund (in pursuance of the Plan) (Section 361(c)(1) of the Code);

(5) The basis of the assets of the Acquired Fund received by Acquiring Fund will be the same as the basis of such assets to the Acquired Fund immediately prior to the Acquisition (Section 362(b) of the Code);

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(6) The holding period of the assets of the Acquired Fund received by Acquiring Fund will include the period during which such assets were held by the Acquired Fund (Section 1223(2) of the Code);

(7) No gain or loss will be recognized to the respective shareholders of the Acquired Fund upon the exchange of their shares in the Acquired Fund for voting shares of Acquiring Fund, including fractional shares to which they may be entitled (Section 354(a)(1) of the Code);

(8) The basis of Acquiring Fund Shares received by the respective shareholders of the Acquired Fund shall be the same as the basis of the Acquired Fund Shares exchanged therefor (Section 358(a)(1) of the Code);

(9) The holding period of Acquiring Fund Shares received by the respective shareholders of the Acquired Fund (including fractional shares to which they may be entitled) will include the holding period of the Acquired Fund Shares surrendered in exchange therefor, provided that the Acquired Fund Shares were held as a capital asset on the effective date of the exchange (Section 1223(1) of the Code); and

(10) Acquiring Fund will succeed to and take into account as of the date of the transfer (as defined in Section 1.381(b)-1(b) of the regulations issued by the United States Treasury (“Treasury Regulations”)) the items of the Acquired Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Treasury Regulations.

The foregoing opinion may state that no opinion is expressed as to the effect of the Acquisition on the Acquired Fund, Acquiring Fund or any Acquired Fund Shareholder with respect to any asset as to which unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a mark-to-market system of accounting.

(g) That there shall be delivered to Acquiring Fund an opinion in form and substance satisfactory to it from Stradley Ronon Stevens & Young, LLP, counsel to the Acquired Fund, to the effect that, subject in all respects to the effects of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws now or hereafter affecting generally the enforcement of creditors’ rights:

(1) The Acquired Fund is a corporation incorporated under the laws of the State of Minnesota and is a validly existing corporation and in good standing under the laws of that state;

(2) The authorized capital of the Acquired Fund consists of 201,000,000 shares consisting of 200,000,000 shares of common stock, par value $0.01

13

per share, and 1,000,000 shares of preferred stock, par value $0.01, of which [300/750] shares have been designated as Series 2049 Muni-MultiMode Preferred Shares.  Assuming that the initial shares of common stock of the Acquired Fund were issued in accordance with the 1940 Act and the Acquired Fund Corporate Documents, and that all other outstanding shares of the Acquired Fund were sold, issued and paid for in compliance in all material respects with applicable registration requirements of the 1933 Act, each such outstanding share is fully paid, non-assessable, freely transferable and has full voting rights in accordance with the terms of the Acquired Fund Corporate Documents;

(3) The Acquired Fund is a closed-end investment company of the management type registered as such under the 1940 Act;

(4) Except as disclosed in the Acquired Fund Disclosure Documents, such counsel does not know of any material suit, action or legal or administrative proceeding pending or threatened against the Acquired Fund, the unfavorable outcome of which would materially and adversely affect the Acquired Fund;

(5) All corporate actions required to be taken by the Acquired Fund to authorize this Plan and to effect the Acquisition contemplated hereby have been duly authorized by all necessary action on the part of the Acquired Fund; and

(6) The execution, delivery or performance of this Plan by the Acquired Fund will not violate any provision of the Acquired Fund’s Acquired Fund Corporate Documents, or the provisions of any agreement or other instrument known to such counsel to which the Acquired Fund is a party or by which the Acquired Fund is otherwise bound; this Plan is the legal, valid and binding obligation of the Acquired Fund and is enforceable against the Acquired Fund in accordance with its terms.

In giving the opinions set forth above, this counsel may state that it is relying on certificates of the officers of the Acquired Fund with regard to matters of fact, certain certifications and written statements of governmental officials with respect to the good standing of the Acquired Fund, and the opinion of special counsel to the Acquired Fund on questions of Minnesota law.

(h) That there shall be delivered to the Acquired Fund an opinion in form and substance satisfactory to it from Stradley Ronon Stevens & Young, LLP, counsel to Acquiring Fund, to the effect that, subject in all respects to the effects of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws now or hereafter affecting generally the enforcement of creditors’ rights:

14

(1) Acquiring Fund is a business trust formed under the laws of the State of Massachusetts and is a validly existing business trust and in good standing under the laws of that State;

(2) Acquiring Fund is authorized to issue an unlimited number of Acquiring Fund Shares with par no value. As of March 31, 2021, the Acquiring Fund had issued and outstanding [4,528,443] shares of Acquiring Fund Common Shares listed on the NYSE American Exchange and [300] shares of Series 2049 Muni-MultiMode Preferred Shares issued and outstanding.  Assuming that the initial Acquiring Fund Common Shares were issued in accordance in all material respects with the 1940 Act and the Acquiring Fund Corporate Documents, and that all other outstanding Acquiring Fund Shares were sold, issued and paid for in accordance in all material respects with the terms of Acquiring Fund’s prospectus in effect at the time of such sales, each such outstanding share is fully paid, non-assessable and has full voting rights in accordance with the terms of the Acquiring Fund Corporate Documents;

(3) Acquiring Fund is a closed-end investment company of the management type registered as such under the 1940 Act;

(4) Except as disclosed in the Acquiring Fund Disclosure Documents, such counsel does not know of any material suit, action or legal or administrative proceeding pending or threatened against Acquiring Fund, the unfavorable outcome of which would materially and adversely affect Acquiring Fund;

(5) Acquiring Fund Shares to be issued pursuant to the terms of this Plan have been duly authorized and, when issued and delivered as provided in this Plan, will have been validly issued and fully paid and will be non-assessable by Acquiring Fund;

(6) All corporate actions required to be taken by Acquiring Fund to authorize this Plan and to effect the Acquisition contemplated hereby have been duly authorized by all necessary action on the part of Acquiring Fund;

(7) The execution, delivery or performance of this Plan by Acquiring Fund will not violate any provision of the Acquiring Fund Corporate Documents, or the provisions of any agreement or other instrument known to such counsel to which Acquiring Fund is a party or by which Acquiring Fund is otherwise bound; this Plan is the legal, valid and binding obligation of Acquiring Fund and is enforceable against Acquiring Fund in accordance with its terms; and

(8) The Acquiring Fund N-14 Registration Statement has been declared or, by operation of rule, has become effective under the 1933 Act, and, to the best knowledge of such counsel, no stop order suspending the

15

effectiveness of such Registration Statement has been issued, and no proceedings for such purpose have been instituted or are pending before or threatened by the SEC under the 1933 Act, and nothing has come to counsel’s attention that causes it to believe that, at the time the Acquiring Fund N-14 Registration Statement became effective, or at the Closing, such Registration Statement (except for the financial statements and other financial and statistical data included therein, as to which counsel need not express an opinion), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and such counsel knows of no legal or government proceedings required to be described in the Acquiring Fund N-14 Registration Statement, or of any contract or document of a character required to be described in the Acquiring Fund N-14 Registration Statement that is not described as required.

In giving the opinions set forth above, this counsel may state that it is relying on certificates of the officers of Acquiring Fund with regard to matters of fact, and certain certifications and written statements of governmental officials with respect to the good standing of Acquiring Fund, and the opinion of special counsel to the Acquiring Fund on questions of Massachusetts law.

(i) That the Acquired Fund shall have received a certificate from the President or a Vice President of Acquiring Fund to the effect that, except for such disclosures provided by the Acquired Fund, to the best knowledge and belief of such officer, the statements contained in the Acquiring Fund N-14 Registration Statement, at the time the Acquiring Fund N-14 Registration Statement became effective, at the date of the signing of this Plan, and at the Closing, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

(j) That the Acquiring Fund N-14 Registration Statement with respect to Acquiring Fund Shares to be delivered to the respective shareholders of the Acquired Fund in accordance with this Plan shall have become effective, and no stop order suspending the effectiveness of the Acquiring Fund N-14 Registration Statement or any amendment or supplement thereto, shall have been issued prior to the Closing Date or shall be in effect at Closing, and no proceedings for the issuance of such an order shall be pending or threatened on that date.

(k) That Acquiring Fund Shares to be delivered hereunder shall be eligible for sale with each state commission or agency with which such eligibility is required in order to permit Acquiring Fund Shares lawfully to be delivered to each holder of the Acquired Fund Shares of the Acquired Fund.

(l) That, at the Closing, there shall be transferred to Acquiring Fund the respective aggregate Net Assets of the Acquired Fund comprising at least 90% in fair market value of the total net assets and 70% of the fair market value of the total gross assets recorded on the books of the Acquired Fund on the Closing Date.

16

(m) That there be delivered to Acquiring Fund (1) a statement of the respective tax basis and holding period of all investments to be transferred by the Acquired Fund to the Acquiring Fund, (2) a copy (which may be in electronic form) of the shareholder ledger accounts including, without limitation, the name, address and taxpayer identification number of each shareholder of record, the number of shares of beneficial interest held by each shareholder, the dividend reinvestment elections applicable to each shareholder, and the backup withholding and nonresident alien withholding certifications, notices or records on file with the Acquired Fund with respect to each shareholder, for all of the shareholders of record of the Acquired Fund as of the close of business on the Valuation Date, who are to become holders of the Acquiring Fund as a result of the transfer of Acquired Fund assets, certified by its transfer agent or its President or Vice-President to the best of their knowledge and belief, (3) the tax books and records of the Acquired Fund for purposes of preparing any returns required by law to be filed for tax periods ending after the Closing Date, and (4) if reasonably requested by the Acquiring Fund in writing, all FASB ASC 740-10-25 (formerly FIN 48) work papers and supporting statements pertaining to the Acquired Fund.  The foregoing information to be provided within such timeframes as is mutually agreed by the parties.  The Acquired Fund agrees to cooperate with the Acquiring Fund in filing any Return, amended return or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes.  The Acquired Fund agrees to retain for a period of seven (7) years following the Closing Date all returns and work papers and all material records or other documents relating to tax matters for taxable periods ending on or before the Closing Date.

(n) That all consents of other parties, and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the SEC and of state Blue Sky securities authorities, including any necessary “no-action” positions or exemptive orders from such federal and state authorities), required to permit consummation of the Acquisition contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquired Fund or Acquiring Fund.

(o) That the NYSE American Exchange shall have approved the listing of the additional Acquiring Fund Common Shares to be issued to common shareholders of the Acquired Fund in connection with the Acquisition.

(p) That the Acquiring Fund shall have obtained written confirmation from Fitch Ratings, Inc. that (a) consummation of the transactions contemplated by this Agreement will not impair the ratings assigned by such rating agencies to the existing Acquiring Fund Series 2049 Muni-MultiMode Preferred Shares, and (b) the Acquiring Fund Preferred Shares to be issued pursuant to Section 1 of this Agreement will be rated AA by Fitch Ratings, Inc.

17

(q) That the Acquired Fund and the Acquiring Fund shall have received on or before the Closing Date an opinion of Sidley Austin LLP (“Sidley”) in form and substance reasonably acceptable to the Acquired Fund and the Acquiring Fund, as to the matters set forth on Schedule 8(s).  In rendering such opinion, Sidley may request and rely upon representations contained in certificates of officers of the Acquired Fund, the Acquiring Fund, DMC and others, and the officers of the Acquired Fund, the Acquiring Fund and DMC shall use their best efforts to make available such truthful certificates.

9. Fees and Expenses

(a) The Acquired Fund and Acquiring Fund each represents and warrants to the other that there are no broker or finders’ fees payable by it in connection with the transactions provided for herein.

(b) [The expenses of entering into and carrying out the provisions of this Plan shall be borne 25% by Acquiring Fund, 25% by the Acquired Fund, 25% [Delaware Investments Minnesota Municipal Income Fund II, Inc./Delaware Investments Colorado Municipal Income Fund, Inc.] and 25% by DMC.]

10. Termination; Postponement; Waiver; Order

(a) Anything contained in this Plan to the contrary notwithstanding, this Plan may be terminated and the Acquisition abandoned at any time (whether before or after approval thereof by the shareholders of the Acquired Fund) prior to the Closing, or the Closing may be postponed as follows:

(1) by mutual consent of the Acquired Fund and Acquiring Fund;

(2) by Acquiring Fund if any condition of its obligations set forth in Section 8 has not been fulfilled or waived; or

(3) by the Acquired Fund if any condition of its obligations set forth in Section 8 has not been fulfilled or waived.

An election by the Acquired Fund or Acquiring Fund to terminate this Plan and to abandon the Acquisition shall be exercised by the Acquired Fund Board or the Acquiring Fund Board, respectively.

(b) If the transactions contemplated by this Plan have not been consummated by [December 31], 2021, the Plan shall automatically terminate on that date, unless a later date is agreed to by both the Acquired Fund Board and the Acquiring Fund Board.

(c) In the event of termination of this Plan pursuant to the provisions hereof, the Plan shall become void and have no further effect, and neither the Acquired Fund nor Acquiring Fund, nor their directors/trustees, officers or agents or the shareholders

18

of the Acquired Fund or Acquiring Fund shall have any liability in respect of this Plan.

(d) At any time prior to the Closing, any of the terms or conditions of this Plan may be waived by the party who is entitled to the benefit thereof by action taken by the Acquiring Fund Board or the Acquired Fund Board, as the case may be, if, in the judgment of such Board, such action or waiver will not have a material adverse effect on the benefits intended under this Plan to its shareholders, on behalf of whom such action is taken.

(e) The respective representations and warranties contained in Sections 4 through 6 hereof shall expire with and be terminated by the Acquisition, and neither the Acquired Fund nor Acquiring Fund, nor any of their officers, directors/trustees, agents or shareholders shall have any liability with respect to such representations or warranties after the Closing. This provision shall not protect any officer, director, agent or shareholder of the Acquired Fund or Acquiring Fund against any liability to the entity for which that officer, director, agent or shareholder so acts or to its shareholders to which that officer, director, agent or shareholder would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties in the conduct of such office.

If any order or orders of the SEC with respect to this Plan shall be issued prior to the Closing and shall impose any terms or conditions that are determined by action of the Acquired Fund Board and the Acquiring Fund Board to be acceptable, such terms and conditions shall be binding as if a part of this Plan without further vote or approval of the shareholders of respective Acquired Fund, unless such terms and conditions shall result in a change in the method of computing the number of Acquiring Fund Shares to be issued to the Acquired Fund, in which event, unless such terms and conditions shall have been included in the proxy solicitation material furnished to the shareholders of the Acquired Fund prior to the Meeting, this Plan shall not be consummated and shall terminate unless the Acquired Fund shall promptly call a special meeting of its shareholders at which such conditions so imposed shall be submitted for approval.

11. Entire Agreement and Amendments

This Plan embodies the entire agreement between the parties and there are no agreements, understandings, restrictions or warranties relating to the transactions contemplated by this Plan other than those set forth herein or herein provided for. This Plan may be amended only by mutual consent of the parties in writing. Neither this Plan nor any interest herein may be assigned without the prior written consent of the other parties.

12. Counterparts

This Plan may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts together shall constitute but one instrument.

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13. Notices

Any notice, report or demand required or permitted by any provision of this Plan shall be in writing and shall be deemed to have been given to each party to this Plan if delivered or mailed, first class postage prepaid, to the following addresses:

If to the Acquired Fund [Delaware Investments Colorado Municipal Income Fund, Inc./ Delaware Investments Minnesota Municipal Income Fund II, Inc.] 100 Independence, 610 Market Street Philadelphia, PA 19106-2354 Attn: Secretary	If to Acquiring Fund: Delaware Investments National Municipal Income Fund 100 Independence, 610 Market Street Philadelphia, PA 19106-2354 Attn: Secretary
If to DMC: Delaware Management Company 100 Independence, 610 Market Street Philadelphia, PA 19106-2354 Attn: Secretary

14. Governing Law

This Plan shall be governed by and carried out in accordance with the laws of the State of Delaware.

[The remainder of this page was intentionally left blank.]

20

IN WITNESS WHEREOF, the Acquired Fund, Acquiring Fund and DMC have each caused this Plan to be executed on its behalf by its duly authorized officers, all as of the date and year first-above written.

	[DELAWARE INVESTMENTS COLORADO MUNICIPAL INCOME FUND, INC./ DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND II, INC.]
Attest:_______________________	By:__________________________
Name:	Name:
Title:	Title:
	DELAWARE INVESTMENTS NATIONAL MUNICIPAL INCOME FUND
Attest:________________________	By:_____________________________
Name:	Name:
Title:	Title:
	DELAWARE MANAGEMENT COMPANY, a series of Macquarie Investment Management Business Trust
Attest:________________________	By:________________________________
Name:	Name:
Title:	Title:

21

Schedule 8(s)

Preferred Share Opinion

The Series [    ] Muni-MultiMode Preferred Shares (“MMP Shares”) issued by the Acquiring Fund in the Acquisition in exchange for Acquired Fund MMP Shares will be treated as equity of the Acquiring Fund for U.S. federal income tax purposes.

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EXHIBIT B

FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you understand the Funds’ financial performance for the past five years.  Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned or lost on an investment in a Fund (assuming reinvestment of all dividends and distributions).  The information has been audited by [    ], an independent registered public accounting firm, whose report, along with the Funds’ financial statements, is included in each Fund’s annual report, which is available upon request by calling 800 523-1918.

Delaware Investments Colorado Municipal Income Fund

	Year ended
	3/31/21	3/31/20	3/31/19	3/31/18	3/31/17
Net asset value, beginning of period	$14.32	$14.90	$14.90	$14.93	$15.66
Income from investment operations:
Net investment income1	0.54	0.54	0.58	0.63	0.67
Net realized and unrealized gain (loss)	0.95	(0.40)	0.04	0.03	(0.63)
Total from investment operations	1.49	0.14	0.62	0.66	(0.01)
Less dividends and distributions from:
Net investment income	(0.49)	(0.57)	(0.62)	(0.69)	(0.72)
Net realized gain	(0.06)	(0.15)	-–	–	–
Total dividends and distributions	(0.55)	(0.72)	(0.62)	(0.69)	(0.72)
Net asset value, end of period	$15.26	$14.32	$14.90	$14.90	$14.93
Market value, end of period	$14.14	$13.27	$14.17	$14.39	$14.70
Total return based on:2
Net asset value	10.83%	0.58%	4.50%	4.44%	(0.07%)
Market value	10.82%	(1.99%)	2.90%	2.44%	2.24%
Ratios and supplemental data:
Net assets applicable to common shares, end of period (000 omitted)	$73,808	$69,284	$72,051	$72,050	$72,240
Ratio of expenses to average net assets applicable to common shareholders3	1.52%	2.10%	2.14%	1.82%	1.60%
Ratio of net investment income to average net assets applicable to common shareholders4	3.57%	3.56%	3.98%	4.14%	4.32%
Portfolio turnover	19%	31%	7%	11%	12%
Leverage analysis:
Value of preferred shares outstanding (000 omitted)5	30,000	30,000	30,000	30,000	30,000
Net asset coverage per share of preferred shares, end of period5	346,027	330,946	340,171	340,167	340,799
Liquidation value per share of preferred shares5	100,000	100,000	100,000	100,000	100,000

1

Net investment income is reduced by dividends paid to preferred shareholders from net investment income of $0.07, $0.16, $0.17, $0.14, and $0.11 per share for the years ended March 31, 2021, 2020, 2019, 2018, and 2017, respectively and from realized capital gains of $0.01 per share for the year ended March 31, 2021.

2

Total investment return is calculated assuming a purchase of common stock on the opening of the first day and a sale on the closing of the last day of each period reported. Dividends and distributions, if any, are assumed for the purposes of this calculation to be reinvested at prices obtained under the Fund’s dividend reinvestment plan. Generally, total investment return based on net asset value will be higher than total investment return based on market value in periods where there is an increase in the discount or a decrease in the premium of the market value to the net asset value from the beginning to the end of such periods. Conversely, total investment return based on net asset value will be lower than total investment return based on market value in periods where there is a decrease in the discount or an increase in the premium of the market value to the net asset value from the beginning to the end of such periods.

3	The ratio of expenses to average net assets applicable to common shareholders excluding interest expense for the years ended March 31, 2021, 2020, 2019, 2018, and 2017 were 0.95%, 1.06%, 1.00%, 0.93%, and 0.90%, respectively.
4	The ratio of net investment income excluding interest expense to average net assets for the years ended March 31, 2021, 2020, 2019, 2018, and 2017 were 4.14%, 4.60%, 5.12%, 5.03%, and 5.03%, respectively.
5	In November 2011, the Fund issued a series of 300 variable rate preferred shares, with a liquidation preference of $100,000 per share (Series 2016 Shares).The Series 2016 Shares were redeemed on February 2, 2016 and replaced with Series 2021 Shares, which were the same amount and value as the Fund’s Series 2016 Shares. On April 25, 2019, the Fund redeemed the Series 2021 Shares, and replaced them with Series 2049 Muni-MultiMode Preferred Shares (Series 2049), which have the same amount and value as the Series 2021 Shares.

Delaware Investments Colorado Municipal Income Fund

	Year ended
	3/31/16	3/31/15	3/31/14	3/31/13	3/31/12
Net asset value, beginning of period	$15.55	$14.43	$15.37	$15.01	$13.37
Income from investment operations:
Net investment income1	0.705	0.706	0.700	0.733	0.638
Net realized and unrealized gain (loss)	0.120	1.104	(0.935)	0.416	1.582
Total from investment operations	0.825	1.810	(0.235)	1.149	2.220
Less dividends and distributions from:
Net investment income	(0.715)	(0.690)	(0.690)	(0.690)	(0.580)
Net realized gain	-–	-–	(0.015)	(0.099)	–
Total dividends and distributions	(0.715)	(0.690)	(0.705)	(0.789)	(0.580)
Net asset value, end of period	$15.66	$15.55	$14.43	$15.37	$15.01
Market value, end of period	$15.07	$14.35	$13.33	$14.84	$14.60
Total return based on:2
Net asset value	5.85%	13.12%	(0.97%)	7.71%	17.19%
Market value	10.38%	13.01%	(5.25%)	6.92%	22.31%
Ratios and supplemental data:
Net assets applicable to common shares, end of period (000 omitted)	$75,771	$75,226	$69,781	$74,349	$72,613
Ratio of expenses to average net assets applicable to common shareholders3	1.52%	1.43%	1.49%	1.44%	0.95%
Ratio of net investment income to average net assets applicable to common shareholders4	4.59%	4.65%	4.90%	4.72%	4.46%
Portfolio turnover	13%	14%	26%	8%	64%
Leverage analysis:
Value of preferred shares outstanding (000 omitted)5	30,000	30,000	30,000	30,000	30,000
Net asset coverage per share of preferred shares, end of period5	352,571	350,753	332,602	347,829	342,045
Liquidation value per share of preferred shares5	100,000	100,000	100,000	100,000	100,000

1	Net investment income is reduced by dividends paid to preferred shareholders from net investment income of $0.079, $0.077, $0.078, $0.079, and $0.031 per share for the years ended March 31, 2016, 2015, 2014, 2013, and 2012, respectively, and from realized capital gains of $0.002, $0.006, and $0.000 per share for the years ended March 31, 2014, 2013, and 2012, respectively.
2	Total investment return is calculated assuming a purchase of common stock on the opening of the first day and a sale on the closing of the last day of each period reported. Dividends and distributions, if any, are assumed for the purposes of this calculation to be reinvested at prices obtained under the Fund’s dividend reinvestment plan. Generally, total investment return based on net asset value will be higher than total investment return based on market value in periods where there is an increase in the discount or a decrease in the premium of the market value to the net asset value from the beginning to the end of such periods. Conversely, total investment return based on net asset value will be lower than total investment return based on market value in periods where there is a decrease in the discount or an increase in the premium of the market value to the net asset value from the beginning to the end of such periods.
3	The ratio of expenses to average net assets applicable to common shareholders excluding interest expense for the years ended March 31, 2016, 2015, 2014, 2013, and 2012 were 1.01%, 0.92%, 0.94%, 0.89%, and 0.73%, respectively.
4	The ratio of net investment income excluding interest expense for the years ended March 31, 2016, 2015, 2014, 2013 and 2012 were 5.11%, 5.16%, 5.45%, 5.27%, and 4.68%, respectively.
5	In November 2011, the Fund issued a series of 300 variable rate preferred shares, with a liquidation preference of $100,000 per share (Series 2016 Shares). The Series 2016 Shares were redeemed on Feb. 2, 2016 and replaced with Series 2021 Shares, which are the same amount and value as the Fund’s Series 2016 Shares.

Delaware Investments Minnesota Municipal Income Fund II

	Year ended
	3/31/21	3/31/20	3/31/19	3/31/18	3/31/17
Net asset value, beginning of period	$14.31	$14.48	$14.27	$14.41	$15.05
Income from investment operations:
Net investment income1	0.53	0.46	0.48	0.51	0.55
Net realized and unrealized gain (loss)	0.48	(0.15)	0.18	(0.12)	(0.59)
Total from investment operations	1.01	0.31	0.66	0.39	(0.04)
Less dividends and distributions from:
Net investment income	(0.40)	(0.45)	(0.45)	(0.53)	(0.60)
Net realized gain	–	(0.03)	-–	–	–
Total dividends and distributions	(0.40)	(0.48)	(0.45)	(0.53)	(0.60)
Net asset value, end of period	$14.92	$14.31	$14.48	$14.27	$14.41
Market value, end of period	$13.19	$12.37	$12.63	$12.63	$14.56
Total return based on:2
Net asset value	7.54%	2.45%	5.26%	2.82%	(0.27%)
Market value	9.99%	1.53%	3.73%	(9.94%)	3.16%
Ratios and supplemental data:
Net assets applicable to common shares, end of period (000 omitted)	$171,679	$164,589	$166,540	$164,193	$165,754
Ratio of expenses to average net assets applicable to common shareholders3	1.32%	1.97%	2.10%	1.78%	1.59%
Ratio of net investment income to average net assets applicable to common shareholders4	3.61%	3.12%	3.40%	3.48%	3.69%
Portfolio turnover	2%	14%	13%	22%	9%
Leverage analysis:
Value of preferred shares outstanding (000 omitted)5	75,000	75,000	75,000	75,000	75,000
Net asset coverage per share of preferred shares, end of period5	328,825	319,452	322,053	318,924	321,006
Liquidation value per share of preferred shares5	100,000	100,000	100,000	100,000	100,000

1	Net investment income is reduced by dividends paid to preferred shareholders from net investment income of $0.07, $0.16, $0.18, $0.14, and $0.12 per share for the years ended March 31, 2021, 2020, 2019, 2018, and 2017, respectively.
2	Total investment return is calculated assuming a purchase of common stock on the opening of the first day and a sale on the closing of the last day of each period reported. Dividends and distributions, if any, are assumed for the purposes of this calculation to be reinvested at prices obtained under the Fund’s dividend reinvestment plan. Generally, total investment return based on net asset value will be higher than total investment return based on market value in periods where there is an increase in the discount or a decrease in the premium of the market value to the net asset value from the beginning to the end of such periods. Conversely, total investment return based on net asset value will be lower than total investment return based on market value in periods where there is a decrease in the discount or an increase in the premium of the market value to the net asset value from the beginning to the end of such periods.
3	The ratio of expenses to average net assets applicable to common shareholders excluding interest expense for the years ended March 31, 2021, 2020, 2019, 2018, and 2017 were 0.83%, 0.89%, 0.85%, 0.81%, and 0.82%, respectively.
4	The ratio of net investment income excluding interest expense to average net assets for the years ended March 31, 2021, 2020, 2019, 2018, and 2017 were 4.10%, 4.20%, 4.65%, 4.45%, and 4.46%, respectively.
5	In November 2011, the Fund issued a series of 750 variable rate preferred shares, with a liquidation preference of $100,000 per share (Series 2016 Shares).The Series 2016 Shares were redeemed on February 2, 2016 and replaced with Series 2021 Shares, which were the same amount and value as the Fund’s Series 2016 Shares. On April 25, 2019, the Fund redeemed the Series 2021 Shares, and replaced them with Series 2049 Muni-MultiMode Preferred Shares (Series 2049), which have the same amount and value as the Series 2021 Shares.

Delaware Investments Minnesota Municipal Income Fund II

	Year ended
	3/31/16	3/31/15	3/31/14	3/31/13	3/31/12
Net asset value, beginning of period	$14.97	$14.31	$15.27	$14.94	$13.70
Income from investment operations:
Net investment income1	0.629	0.641	0.648	0.715	0.640
Net realized and unrealized gain (loss)	0.081	0.689	(0.802)	0.345	1.180
Total from investment operations	0.710	1.330	(0.154)	1.060	1.820
Less dividends and distributions from:
Net investment income	(0.630)	(0.670)	(0.690)	(0.690)	(0.580)
Net realized gain	-–	-–	(0.016)	(0.040)	–
Total dividends and distributions	(0.630)	(0.670)	(0.806)	(0.730)	(0.580)
Net asset value, end of period	$15.05	$14.97	$14.31	$15.27	$14.94
Market value, end of period	$14.70	$13.85	$13.34	$15.63	$14.23
Total return based on:2
Net asset value	5.30%	9.80%	(0.36%)	7.18%	13.90%
Market value	11.17%	8.97%	(9.26%)	15.18%	17.95%
Ratios and supplemental data:
Net assets applicable to common shares, end of period (000 omitted)	$173,119	$172,280	$164,599	$175,629	$171,835
Ratio of expenses to average net assets applicable to common shareholders3	1.46%	1.40%	1.51%	1.40%	0.93%
Ratio of net investment income to average net assets applicable to common shareholders4	4.24%	4.33%	4.54%	4.65%	4.44%
Portfolio turnover	16%	10%	17%	24%	44%
Leverage analysis:
Value of preferred shares outstanding (000 omitted)5	75,000	75,000	75,000	75,000	75,000
Net asset coverage per share of preferred shares, end of period5	330,825	329,707	319,465	334,172	329,113
Liquidation value per share of preferred shares5	100,000	100,000	100,000	100,000	100,000

1	Net investment income is reduced by dividends paid to preferred shareholders from net investment income of $0.083, $0.081, $0.076, $0.084, and $0.033 per share for the years ended March 31, 2016, 2015, 2014, 2013, and 2012, respectively, and from realized capital gains of $0.014, $0.005, and $0.000 per share for the years ended March 31, 2014, 2013, and 2012, respectively.
2	Total investment return is calculated assuming a purchase of common stock on the opening of the first day and a sale on the closing of the last day of each period reported. Dividends and distributions, if any, are assumed for the purposes of this calculation to be reinvested at prices obtained under the Fund’s dividend reinvestment plan. Generally, total investment return based on net asset value will be higher than total investment return based on market value in periods where there is an increase in the discount or a decrease in the premium of the market value to the net asset value from the beginning to the end of such periods. Conversely, total investment return based on net asset value will be lower than total investment return based on market value in periods where there is a decrease in the discount or an increase in the premium of the market value to the net asset value from the beginning to the end of such periods.
3	The ratio of expenses to average net assets applicable to common shareholders excluding interest expense the years ended March 31, 2016, 2015, 2014, 2013, and 2012 were 0.90%, 0.85%, 0.88%, 0.82%, and 0.70%, respectively.
4	The ratio of net investment income excluding interest expense to average net assets for the years ended March 31, 2016, 2015, 2014, 2013, and 2012 were 4.80%, 4.88%, 5.17%, 5.23%, and 4.67%, respectively.
5	In November 2011, the Fund issued a series of 750 variable rate preferred shares, with a liquidation preference of $100,000 per share (Series 2016 Shares). The Series 2016 Shares were redeemed on Feb. 2, 2016 and replaced with Series 2021 Shares, which are the same amount and value as the Fund’s Series 2016 Shares.

Delaware Investments National Municipal Income Fund

	Year ended
	3/31/21	3/31/20	3/31/19	3/31/18	3/31/17
Net asset value, beginning of period	$13.71	$14.44	$14.34	$14.31	$15.02
Income from investment operations:
Net investment income1	0.58	0.54	0.59	0.64	0.66
Net realized and unrealized gain (loss)	1.12	(0.57)	0.11	(0.01)	(0.69)
Total from investment operations	1.70	(0.03)	0.70	0.63	(0.03)
Less dividends and distributions from:
Net investment income	(0.51)	(0.55)	(0.60)	(0.60)	(0.68)
Net realized gain	(0.06)	(0.15)	-–	–	–
Total dividends and distributions	(0.57)	(0.70)	(0.60)	(0.60)	(0.68)
Net asset value, end of period	$14.84	$13.71	$14.44	$14.34	$14.31
Market value, end of period	$13.12	$12.24	$12.69	$12.62	$12.94
Total return based on:2
Net asset value	13.20%	(0.24%)	5.71%	4.84%	0.01%
Market value	12.11%	1.35%	5.56%	2.04%	(1.50%)
Ratios and supplemental data:
Net assets applicable to common shares, end of period (000 omitted)	$67,182	$62,085	$65,399	$64,924	$64,792
Ratio of expenses to average net assets applicable to common shareholders3	1.66%	2.27%	2.31%	1.97%	1.73%
Ratio of net investment income to average net assets applicable to common shareholders4	4.03%	3.69%	4.19%	4.36%	4.45%
Portfolio turnover	19%	33%	16%	50%	13%
Leverage analysis:
Value of preferred shares outstanding (000 omitted)5	30,000	30,000	30,000	30,000	30,000
Net asset coverage per share of preferred shares, end of period5	323,942	306,949	317,996	316,412	315,898
Liquidation value per share of preferred shares5	100,000	100,000	100,000	100,000	100,000

1	Net investment income is reduced by dividends paid to preferred shareholders from net investment income of $0.08, $0.17, $0.18, $0.14, and $0.12 per share for the years ended March 31, 2021, 2020, 2019, 2018, and 2017, respectively and from realized capital gains of 0.01 per share for the year ended March 31, 2021.
2	Total investment return is calculated assuming a purchase of common stock on the opening of the first day and a sale on the closing of the last day of each period reported. Dividends and distributions, if any, are assumed for the purposes of this calculation to be reinvested at prices obtained under the Fund’s dividend reinvestment plan. Generally, total investment return based on net asset value will be higher than total investment return based on market value in periods where there is an increase in the discount or a decrease in the premium of the market value to the net asset value from the beginning to the end of such periods. Conversely, total investment return based on net asset value will be lower than total investment return based on market value in periods where there is a decrease in the discount or an increase in the premium of the market value to the net asset value from the beginning to the end of such period.
3	The ratio of expenses to average net assets applicable to common shareholders excluding interest expense for the years ended March 31, 2021, 2020, 2019, 2018, and 2017 were 1.02%, 1.11%, 1.05%, 0.98%, and 0.94%, respectively.
4	The ratio of net investment income excluding interest expense to average net assets for the years ended March 31, 2021, 2020, 2019, 2018, and 2017 were 4.67%, 4.84%, 5.45%, 5.35%, and 5.24%, respectively.
5	In March 2012, the Fund issued a series of 300 variable rate preferred shares, with a liquidation preference of $100,000 per share (Series 2017 Shares). The Series 2017 Shares were redeemed on February 2, 2016 and replaced with Series 2021 Shares, which were the same amount and value as the Fund’s Series 2017 Shares. On April 25, 2019, the Fund redeemed the Series 2021 Shares, and replaced them with Series 2049 Muni-MultiMode Preferred Shares (Series 2049), which have the same amount and value as the Series 2021 Shares.

Delaware Investments National Municipal Income Fund

	Year ended
	3/31/16	3/31/15	3/31/14	3/31/13	3/31/12
Net asset value, beginning of period	$14.97	$13.81	$14.99	$14.02	$12.62
Income from investment operations:
Net investment income1	0.696	0.711	0.710	0.722	0.531
Net realized and unrealized gain (loss)	0.114	1.219	(1.180)	0.858	1.409
Total from investment operations	0.810	1.930	(0.470)	1.580	1.940
Less dividends and distributions from:
Net investment income	(0.760)	(0.770)	(0.710)	(0.610)	(0.540)
Total dividends and distributions	(0.760)	(0.770)	(0.710)	(0.610)	(0.540)
Net asset value, end of period	$15.02	$14.97	$13.81	$14.99	$14.02
Market value, end of period	$13.80	$13.14	$12.35	$14.48	$13.24
Total return based on:2
Net asset value	6.35%	14.99%	(2.41%)	11.56%	15.87%
Market value	11.32%	12.87%	(9.65%)	14.12%	13.19%
Ratios and supplemental data:
Net assets applicable to common shares, end of period (000 omitted)	$68,008	$67,804	$62,526	$67,876	$63,487
Ratio of expenses to average net assets applicable to common shareholders3	1.70%	1.60%	1.58%	1.56%	1.02%
Ratio of net investment income to average net assets applicable to common shareholders4	4.72%	4.86%	5.17%	4.86%	3.96%
Portfolio turnover	25%	38%	40%	42%	101%
Leverage analysis:
Value of preferred shares outstanding (000 omitted)5	30,000	30,000	30,000	30,000	30,000
Net asset coverage per share of preferred shares, end of period5	326,693	326,013	308,420	326,254	311,625
Liquidation value per share of preferred shares5	100,000	100,000	100,000	100,000	100,000

1	Net investment income is reduced by dividends paid to preferred shareholders from net investment income of $0.084, $0.083, $0.085, $0.090, and $0.004 per share for the years ended March 31, 2016, 2015, 2014, 2013, and 2012, respectively.
2	Total investment return is calculated assuming a purchase of common stock on the opening of the first day and a sale on the closing of the last day of each period reported. Dividends and distributions, if any, are assumed for the purposes of this calculation to be reinvested at prices obtained under the Fund’s dividend reinvestment plan. Generally, total investment return based on net asset value will be higher than total investment return based on market value in periods where there is an increase in the discount or a decrease in the premium of the market value to the net asset value from the beginning to the end of such periods. Conversely, total investment return based on net asset value will be lower than total investment return based on market value in periods where there is a decrease in the discount or an increase in the premium of the market value to the net asset value from the beginning to the end of such periods.
3	The ratio of expenses to average net assets applicable to common shareholders excluding interest expense for the years ended March 31, 2016, 2015, 2014, 2013, and 2012 were 1.13%, 1.03%, 0.96%, 0.96%, and 0.99%, respectively.
4	The ratio of net investment income excluding interest expense to average net assets for the years ended March 31, 2016, 2015, 2014, 2013, and 2012 were 5.29%, 5.44%, 5.79%, 5.46%, and 3.99%, respectively.
5	In March 2012, the Fund issued a series of 300 variable rate preferred shares, with a liquidation preference of $100,000 per share (Series 2017 Shares). The Series 2017 Shares were redeemed on Feb. 2, 2016 and replaced with Series 2021 Shares, which are the same amount and value as the Fund’s Series 2017 Shares.

The information in this Statement of Additional Information is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities Exchange Commission is effective. This Statement of Additional Information is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PART B

STATEMENT OF ADDITIONAL INFORMATION

 Dated [     ], 2021

Acquisition of the Assets and Liabilities of:

DELAWARE INVESTMENTS COLORADO MUNICIPAL INCOME FUND, INC.

By:

DELAWARE INVESTMENTS NATIONAL MUNICIPAL INCOME FUND

Acquisition of the Assets and Liabilities of:

DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND II, INC.

By:

DELAWARE INVESTMENTS NATIONAL MUNICIPAL INCOME FUND

Delaware Funds^® by Macquarie

100 Independence, 610 Market Street

Philadelphia, Pennsylvania 19106-2354

800 523-1918

This Statement of Additional Information (“SAI”), which is not a prospectus, supplements and should be read in conjunction with the Prospectus/Proxy Statement dated [   ], 2021 (the “Prospectus/Proxy Statement”) relating to the reorganizations (each, a “Reorganization” and collectively, the “Reorganizations”) of each of Delaware Investments Colorado Municipal Income Fund, Inc. and Delaware Investments Minnesota Municipal Income Fund II, Inc. (each, an Acquired Fund and together, the Acquired Funds), into Delaware Investments National Municipal Income Fund (“Acquiring Fund” and together with the Acquired Funds, the “Funds”).

The Prospectus/Proxy Statement relating to the above referenced matter may be obtained without charge from your financial intermediary or by calling 866 437-0252.

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STATEMENT OF ADDITIONAL INFORMATION

Table of Contents

GENERAL INFORMATION	3
INVESTMENT OBJECTIVES AND POLICIES	3
MANAGEMENT OF THE TRUST	3
CODE OF ETHICS	4
PROXY VOTING POLICY	4
INVESTMENT ADVISORY AND OTHER SERVICES	5
PORTFOLIO MANAGERS	6
BROKERAGE ALLOCATION AND OTHER PRACTICES	8
TAX STATUS	10

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GENERAL INFORMATION

The Board of Trustees/Directors (the “Board” and together, the “Boards”) of each of the Funds reviewed and approved an Agreement and Plan of Acquisition (a “Plan”) that provides for the Reorganization of each Acquired Fund with and into the Acquiring Fund. The Boards determined that each Reorganization is in the best interests of the Acquired Fund and the Acquiring Fund and that the interests of shareholders of the Acquiring Fund will not be diluted as a result of either Reorganization.

Pursuant to the Plan, the Reorganization of each Acquired Fund into the Acquiring Fund will consist of: (i) the acquisition by the Acquiring Fund of substantially all of the property, assets and goodwill of the Acquired Fund in exchange solely for full and fractional shares of beneficial interest, no par value, of the Acquiring Fund, and (ii) the pro rata distribution of such shares of the Acquiring Fund to the shareholders of the Acquired Fund according to their respective interests in liquidation of the Acquired Fund, and (iii) the dissolution of the Acquired Fund as soon as is practicable after the closing.  In connection with the Reorganizations, the Acquiring Fund will issue additional common shares. Further information is included in the Prospectus/Proxy Statement and in the documents, listed below, that are incorporated by reference into this SAI.

INVESTMENT OBJECTIVES AND POLICIES

The following information supplements the discussion of the Acquiring Fund’s investment objective, policies and techniques that are described in the Joint Proxy Statement/Prospectus.

VMM – Additional Information on the Fund’s Investment Strategies and Risks

The following information supplements the Sections relating to the Fund’s Investment Strategy, Other Investment Policies and Strategies, and Principal Risk Factors of Investing in the Fund set forth in the proxy/prospectus.

Municipal Obligations.  The yields on Municipal Obligations are dependent upon a variety of factors, including the condition of the market in general and the Municipal Obligations market in particular, the size of a particular offering, the maturity of the obligation and the rating of the issue.  Consequently, Municipal Obligations with the same maturity, coupon and rating may have different yields, while obligations of the same maturity and coupon with different ratings may have the same yield.  The market value of outstanding Municipal Obligations will vary with changes in prevailing interest rate levels and as a result of changing evaluations of the ability of their issuers to meet interest and principal payments.  Generally, a rise in interest rates will result in a decrease in the Fund’s NAV per share, while a drop in interest rates will result in an increase in the Fund’s NAV per share.

Although mostMunicipal Obligations in which the Fund may invest will be, at the time of investment, rated investment grade, Municipal Obligations, like other debt obligations, are subject to the risk of non-payment.  The ability of issuers of Municipal Obligations to make timely payments of interest and principal may be adversely impacted in general economic downturns and as relative governmental cost burdens are allocated and reallocated among federal, state and local governmental units.  Such non-payment would result in a reduction of income to the Fund and in a decrease in the NAV.

Municipal Obligations are also subject to the provisions of bankruptcy, insolvency, reorganization and other laws affecting the rights and remedies of creditors, such as the federal Bankruptcy Code, and laws, if any, which may be enacted by the United States Congress or a state’s legislature extending time for payment of principal or interest, or both, or imposing other constraints upon enforcement of such obligations within constitutional limitations.  There is also the possibility that, as a result of litigation or other conditions, the power or ability of issuers to meet their obligations for the payment of interest on and principal of the Municipal Obligations may be materially affected.

The Municipal Obligations market is rapidly evolving; types of Municipal Obligations other than those described above can be expected to be developed and marketed from time to time.  Consistent with its investment limitations, the Fund expects to invest in those new types of Municipal Obligations that the Manager believes may

3

assist the Fund in achieving its investment objective.  The Fund will notify shareholders to the extent that it intends to invest more than 15% of its net assets in such obligations.

Hedging.  Although in normal circumstances the Fund does not intend to invest more than 5% of its assets in instruments other than Municipal Obligations, the Fund may attempt to hedge its investment portfolio against market risk (including interest rate risk) by engaging in various hedging transactions.  In particular, the Fund may purchase and sell futures contracts, enter into various interest rate transactions, and may purchase and sell (or write) exchange-listed and over-the-counter put and call options on Municipal Obligations, other debt securities, aggregates of debt securities or indices of interest rates or prices thereof or other financial indices and on futures contracts (collectively, “Hedging Transactions”).  The Fund intends to engage in Hedging Transactions if it appears advantageous to the Manager to do so in order to pursue the Fund’s investment objective, to seek to hedge against the effects of market conditions and to seek to stabilize the value of its assets.  The Fund will engage in hedging and risk management transactions from time to time in the Manager’s discretion, and may not necessarily be engaging in such transactions when movements in interest rates that could affect the value of the assets of the Fund occur.

Conditions in the securities, futures and options markets will determine whether and in what circumstances the Fund will employ any of the hedging techniques or strategies described herein.  The Fund’s ability to pursue certain of these strategies may be limited by applicable regulations of the Commodity Futures Trading Commission (the “CFTC”) and the federal tax requirements applicable to regulated investment companies.  Transactions in options and futures contracts may give rise to income that is subject to regular federal income tax and, accordingly, in normal circumstances the Fund does not intend to engage in such practices to a significant extent.

Hedging Transactions may be used to attempt to protect against possible changes in the market value of the Fund’s portfolio resulting from trends in the debt securities markets, to protect the Fund’s unrealized gains in the value of its portfolio securities, to facilitate the sale of such securities for investment purposes, to establish a position in the securities markets as a temporary substitute for purchasing particular securities, to manage the effective dollar-weighted average duration of the Fund’s portfolio or for other risk management purposes.  Any or all of these techniques may be used at any time.  There is no particular strategy that requires use of one technique rather than another.  Use of any Hedging Transaction is a function of market conditions.  The Hedging Transactions that the Fund may use are described below.  The ability of the Fund to hedge successfully will depend upon the Manager’s ability to predict pertinent market movements, which cannot be assured.  When entering into futures contracts or certain option transactions, such as writing a put option, the Fund will designate on its books cash or liquid securities equal to the value of its payment obligations under such contracts.  Compliance with this requirement may restrict the Fund’s ability to invest in intermediate- and long-term Municipal Obligations.

Interest Rate Transactions.  The Fund may enter into interest rate swaps, caps and floors on either an asset-based or liability-based basis, depending upon whether it is hedging its assets or liabilities, and will usually enter into interest rate swaps on a net basis, i.e., the two payment streams are netted out, with the Fund receiving or paying, as the case may be, only the net amount of the two payments.  The Fund will accrue the net amount of the excess, if any, of the Fund’s obligations over its entitlements with respect to each interest rate swap on a daily basis and will designate on the Fund’s books an amount of cash or liquid securities having an aggregate NAV at least equal to the accrued excess.  If the Fund enters into an interest rate swap on other than a net basis, the Fund will designate cash and liquid assets on the Fund’s books in the full amount accrued on a daily basis of the Fund’s obligations with respect to the swap.  To the extent the Fund sells (i.e., writes) caps and floors, it will designate on the Fund’s books cash or liquid debt securities having an aggregate NAV at least equal to the full amount, accrued on a daily basis, of the Fund’s obligations with respect to any caps or floors.  If there is a default by the other party to such a transaction, the Fund will have contractual remedies pursuant to the agreements related to the transaction.

There is no limit on the amount of interest rate swap transactions that may be entered into by the Fund.  These transactions do not involve the delivery of securities or other underlying assets or principal.  Accordingly, the risk of loss with respect to interest rate swaps is limited to the net amount of interest payments that the Fund is contractually obligated to make.  If the other party to an interest rate swap defaults, the Fund’s risk of loss consists of the net amount of interest payments that the Fund contractually is entitled to receive.

Futures Contracts.  The Fund may also enter into contracts for the purchase or sale for future delivery (“futures contracts”) of debt securities, aggregates of debt securities or indices or prices thereof, other financial indices and U.S. Government debt securities to hedge against a decline in the value of its portfolio securities that

4

might result from a change in interest rates.  The Fund will engage in such transactions for bona fide hedging, risk management (including duration management) and other portfolio management purposes, in each case in accordance with the rules and regulations of the CFTC.

In connection with transactions in futures contracts and writing related options, the Fund will be required to deposit as “initial margin” a specified amount of cash or short-term, U.S. government securities.  The initial margin required for a futures contract is set by the exchange on which the contract is traded.  Thereafter, subsequent payments (referred to as “variation margin”) are made to and from the futures commission merchant to reflect changes in the value of the futures contract.

Although futures contracts by their terms call for the actual delivery or acquisition of securities, in most cases the contractual obligation is fulfilled through offsetting before the date of the contract without having to make or take delivery of the securities.  The offsetting of a contractual obligation is accomplished by buying (or selling, as the case may be) on a commodities exchange an identical futures contract calling for delivery in the same month.  Such a transaction, which is effected through a member of an exchange, cancels the obligation to make or take delivery of the securities.  Since all transactions in the futures market are made, offset or fulfilled through a clearing house associated with the exchange on which the contracts are traded, the Fund will incur brokerage fees when it purchases or sells futures contracts.

Calls on Securities and Futures.  In order to reduce fluctuations in NAV, the Fund may sell or purchase call options (“calls”) on Municipal Obligations that are traded on U.S. securities exchanges and in the over-the-counter markets and related futures on such securities.  All such calls sold by the Fund must be “covered” as long as the call is outstanding (i.e., the Fund must own the securities or futures contract subject to the call).  Calls on futures on Municipal Obligations must also be covered by deliverable securities or by liquid assets designated on the Fund’s books to satisfy the futures contract.  A call sold by the Fund exposes it during the term of the option to possible loss of opportunity to realize appreciation in the market price of the underlying security or futures contract and may require the Fund to hold a security or futures contract which it might otherwise have sold.  The purchase of a call gives the Fund the right to buy a security or futures contract at a fixed price.

Puts on Securities and Futures.  The Fund may purchase put options (“puts”) that relate to Municipal Obligations (whether or not it holds such securities in its portfolio) or futures on such securities.  The Fund may also write put options, but only on a secured basis, which means that the Fund will designate on its books cash or U.S. government securities in an amount not less than the exercise price of the option at all times during the option period.  The amount of cash or U.S. government securities designated on the Fund’s books will be adjusted on a daily basis to reflect changes in the market value of the securities covered by the put option written by the Fund.  Secured put options will generally be written in circumstances where the Manager wishes to purchase the underlying security for the Fund’s portfolio at a price lower than the current market price of the security.  In such event, the Fund would write a secured put option at an exercise price which, reduced by the premium received on the option, reflects the lower price it is willing to pay.  The Fund may effect closing transactions with respect to put options it previously wrote.  In selling puts, there is a risk that the Fund may be required to buy the underlying security at a disadvantageous price.

Calls and Puts on Securities Indices.  The Fund may also purchase and write call and put options on securities indices.  Options on securities indices are similar to options on a security except that, rather than the right to take or make delivery of a security at a specified price, an option on a securities index gives the holder the right to receive, upon exercise of the option, an amount of cash if the closing level of the securities index upon which the option is based is greater than, in the case of a call, or less than, in the case of a put, the exercise price of the option.  When the Fund writes an option on a securities index, it will be required to designate on the Fund’s books eligible securities equal in value to 100% of the exercise price in the case of a put, or the contract’s value in the case of a call.  In addition, when the Fund writes a call option on a securities index at a time when the contract value exceeds the exercise price, the Fund will designate on its books, until the option expires or is closed out, cash or cash equivalents equal in value to such excess.

Risks of Futures.  There are several risks in using securities index or interest rate futures contracts as hedging devices.  One risk arises because the prices of futures contracts may not correlate perfectly with movements in the underlying index or financial instrument due to certain market distortions.  First, all participants in the futures market are subject to initial margin and variation margin requirements.  Rather than making additional variation

5

margin payments, investors may close the contracts through offsetting transactions which could distort the normal relationship between the index or security and the futures market.  Second, the margin requirements in the futures market are lower than margin requirements in the securities market, and as a result the futures market may attract more speculators than does the securities market.  Increased participation by speculators in the futures market may also cause temporary price distortions.  Because of possible price distortion in the futures market and because of imperfect correlation between movements in indexes of securities and movements in the prices of futures contracts, even a correct forecast of general market trends may not result in a successful hedging transaction over a very short period.

Another risk arises because of imperfect correlation between movements in the value of the futures contracts and movements in the value of securities subject to the hedge.  With respect to index futures contracts, the risk of imperfect correlation increases as the composition of the Fund’s portfolio diverges from the financial instruments included in the applicable index.

Liquidity of Futures Contracts.  The Fund may elect to close some or all of its contracts prior to expiration.  The purpose of making such a move would be to reduce or eliminate the hedge position held by the Fund.  The Fund may close its positions by taking opposite positions.  Final determinations of variation margin are then made, additional cash as required is paid by or to the Fund, and it realizes a loss or a gain.

Positions in futures contracts may be closed only on an exchange or board of trade providing a secondary market for such futures contracts.  Although the Fund generally will purchase or sell only those futures contracts for which there appears to be a liquid market, there is no assurance that a liquid market on an exchange will exist for any particular futures contract at any particular time.

In addition, most domestic futures exchanges and boards of trade limit the amount of fluctuation permitted in futures contract prices during a single trading day.  The daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous day’s settlement price at the end of a trading session.  Once the daily limit has been reached in a particular contract, no trades may be made that day at a price beyond that limit.  The daily limit governs only price movement during a particular trading day and therefore does not limit potential losses because the limit may prevent the liquidation of unfavorable positions.  It is possible that futures contract prices could move to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and subjecting some futures traders to substantial losses.  In such event, it will not be possible to close a futures position and, in the event of adverse price movements, the Fund would be required to make daily cash payments of variation margin.  In such circumstances, an increase in the value of the portion of the portfolio being hedged, if any, may partially or completely offset losses on the futures contract.  However, as described above, there is no guarantee that the price of the securities being hedged will, in fact, correlate with the price movements in the futures contract and thus provide an offset to losses on a futures contract.

Risks of Options.  The use of options on financial instruments and indexes and on interest rate and index futures contracts also involves additional risk.  Compared to the purchase or sale of futures contracts, the purchase of call or put options involves less potential risk to the Fund because the maximum amount at risk is the premium paid for the options (plus transactions costs).  The writing of a call option generates a premium, which may partially offset a decline in the value of the Fund’s portfolio assets.  By writing a call option, the Fund becomes obligated to sell an underlying instrument or a futures contract, which may have a value higher than the exercise price.  Conversely, the writing of a put option generates a premium, but the Fund becomes obligated to purchase the underlying instrument or futures contract, which may have a value lower than the exercise price.  Thus, the loss incurred by the Fund in writing options may exceed the amount of the premium received.

The effective use of options strategies is dependent, among other things, on the Fund’s ability to terminate options positions at a time when the Manager deems it desirable to do so.  Even when the Fund enters into an option position where the Manager believes that a liquid secondary market exists for such option, there is no assurance that the Fund will be able to effect closing transactions at any particular time or at an acceptable price.  Although the Fund will enter into OTC options only with dealers that agree to enter into, and which are expected to be capable of entering into, closing transactions with the Fund, there can be no assurance that the Fund will be able to liquidate an OTC position at a favorable price at any time prior to expiration.  Although the Fund generally will purchase or sell

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only those options on futures contracts for which there appears to be a liquid market, there is no assurance that a liquid market on an exchange will exist for any particular option on a futures contract at any particular time.

The writer may be assigned an exercise notice at any time prior to the termination of the obligation.  Whether or not an option expires unexercised, the writer retains the amount of the premium.  This amount may, in the case of a covered call option, be offset by a decline in the market value of the underlying security during the option period.  The writer of an option that wishes to terminate its obligation may effect a “closing purchase transaction.”  This is accomplished by buying an option of the same series as the option previously written.  The effect of a purchase is that the writer’s position will be canceled by the clearing corporation.  However, a writer may not effect a closing purchase transaction after being notified of the exercise of an option.  Likewise, an investor who is the holder of an option may liquidate its position by effecting a “closing sale transaction.” This is accomplished by selling an option of the same series as the option previously purchased.  There is no guarantee that either a closing purchase or a closing sale transaction can be effected.

Effecting a closing transaction in the case of a written call option will permit the Fund to write another call option on the underlying security with either a different exercise price or expiration date or both, or in the case of a written put option will permit the Fund to write another put option to the extent that the exercise price thereof is “covered” by cash or liquid securities designated on the Fund’s books.  Also, effecting a closing transaction will permit the cash or proceeds from the concurrent sale of any securities subject to the option to be used for other Fund investments.  If the Fund desires to sell a particular security from its portfolio on which it has written a call option, it will effect a closing transaction prior to or concurrent with the sale of the security.

An option position may be closed out only where there exists a secondary market for an option of the same series.  If a secondary market does not exist, it might not be possible to effect closing transactions in particular options with the result that the Fund would have to exercise the options in order to realize any profit.  If the Fund is unable to effect a closing purchase transaction in a secondary market, it will not be able to sell the underlying  security until the option expires or it delivers the underlying security upon exercise.  Reasons for the absence of a liquid secondary market may include the following: (i) there may be insufficient trading interest in certain options; (ii) restrictions may be imposed by a national securities exchange on opening transactions or closing transactions or both; (iii) trading halts, suspensions or other restrictions may be imposed with respect to particular classes or series of options or underlying securities; (iv) unusual or unforeseen circumstances may interrupt normal operations on a national securities exchange; (v) the facilities of a national securities exchange or the Options Clearing Corporation may not at all times be adequate to handle current trading volume; or (vi) one or more national securities exchanges could, for economic or other reasons, decide or be compelled at some future date to discontinue the trading of options (or a particular class or series of options), in which event the secondary market on that national securities exchange (or in that class or series of options) would cease to exist, although outstanding options on that national securities exchange that had been issued by the Options Clearing Corporation as a result of trades on that national securities exchange would continue to be exercisable in accordance with their terms.

The Fund may purchase put options to hedge against a decline in the value of its portfolio.  By using put options in this way, the Fund will reduce any profit it might otherwise have realized in the underlying security by the amount of the premium paid for the put option and by transaction costs.

The Fund may purchase call options to hedge against an increase in the price of securities that the Fund anticipates purchasing in the future.  The premium paid for the call option plus any transaction costs will reduce the benefit, if any, realized by the Fund upon exercise of the option, and, unless the price of the underlying security rises sufficiently, the option may expire worthless to the Fund.

Options may be traded over-the-counter (“OTC options”).  In an over-the-counter trading environment, many of the protections afforded to exchange participants will not be available.  For example, there are no daily price fluctuation limits, and adverse market movements could therefore continue to an unlimited extent over a period of time.  To the extent that OTC options are illiquid, it may not be possible for the Fund to dispose of options they have purchased or terminate their obligations under an option they have written at a time when the Manager believes it would be advantageous to do so.  Accordingly, to the extent that OTC options are deemed to be illiquid, they are subject to the Fund’s limitation that a maximum of 15% of its net assets be invested in illiquid securities.  In the event of the bankruptcy of the counterparty to an OTC option, the Fund could experience a loss of all or part of the

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value of the option.  The Manager anticipates that options on Municipal Obligations will consist primarily of OTC options.

SPECIAL CONSIDERATIONS REGARDING INVESTMENTS IN MINNESOTA MUNICIPAL OBLIGATIONS

As described above, the Fund will invest at least 80% of its net assets in state and local municipal securities whose income is exempt from regular federal and Minnesota personal income taxes. The Fund is therefore susceptible to political, economic or regulatory factors affecting issuers of such securities.

Economic condition and outlook. In its Feb. 2015 forecast, Minnesota’s Office of Management and Budget (“MMB”) reported that Minnesota’s economy continues to make steady progress. Minnesota’s labor market tightened up considerably in 2014. Steady job growth has helped push Minnesota’s unemployment rate down more than a full percentage point in the past year, to 3.6% in Dec., a full two percentage points less than the nation. This surpasses the low point (3.9%) of the previous 2002-2007 economic expansion. Minnesota’s Department of Employment and Economic Development (“DEED”) reports unemployment has fallen across age, gender, and racial cohorts. The number of officially long-term unemployed (6 months or longer) is less than half what it was in mid-2010, and the rate of involuntary part-time employment has fallen sharply as well.

The State’s housing recovery has been disappointing in part due to unexpectedly slow household formation. Moreover, Minnesota’s labor force growth remains very weak and wage growth continues to be modest, despite the tightening job market.

According to the employer survey released by Minnesota’s DEED, the State added 44,000 net new jobs, or 1.6%, in 2014 (measured fourth quarter to fourth quarter), less than the national rate of 2.1%. The private sector added almost 41,000 jobs, or 1.7%, short of the national rate of 2.5%. Minnesota’s employment gains continue to be broad based, particularly in healthcare, professional and business services, and the goods-producing sector, where construction and manufacturing are recovering at a strong pace. Strength in Minnesota factories has been led by manufacturers of fabricated metal products, transportation equipment, and food.

Budget process. Minnesota operates on a two-year budget cycle (a biennium). The current biennium began on July 1, 2015 and will end on June 30, 2017. The enacted budget included increased net General Fund revenues of $132 million and appropriated an additional $705 million over the February 2015 Forecast base spending amount; changes were not made to the reserves. After accounting for all revenue and expenditure changes enacted for the current biennium, the General Fund balance at the end of the biennium is estimated to be $865 million.

Revenues and expenditures. The assets of the State exceeded liabilities at June 30, 2014, by $17.7 billion (presented as net position). Of this amount, a deficit of $2.5 billion was reported as unrestricted net position. At the end of the current fiscal year, governmental funds reported a combined ending fund balance of $7.8 billion, an increase of $2.0 billion compared to the prior year. Included in the ending fund balance is a General Fund unassigned balance of $505 million.

Debt management. The State debt management policy currently has three guidelines: 1) total tax-supported principal outstanding shall be 3.25% or less of total State personal income; 2) total amount of principal (both issued, and authorized but unissued) for State general obligations, State moral obligations, equipment capital leases, and real estate capital leases are not to exceed 6% of State personal income; and 3) 40.0% of general obligation debt shall be due within five years and 70% within 10 years, if consistent with the useful life of the financial assets and/or market conditions. As of Nov. 30, 2014, total tax supported debt was 3.00% of estimated State personal income and total principal (issued, and authorized but unissued) was 4.27% of estimated State personal income. As of June 30, 2014, 40.5% of the State’s general obligation bonds were scheduled to mature within five years and 70.9% were scheduled to mature within 10 years.

The State’s total long-term liabilities increased by $981 million (10.4%) during the 2014 fiscal year. The increase is primarily a result of the State issuing general obligation bonds for trunk highway projects and other various State purposes. In addition, the State issued State General Fund appropriation bonds for the State and the City of Minneapolis shares of the Minnesota Sports Facilities Authority’s professional football stadium project.

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Bond ratings. Moody’s rates Minnesota’s general obligation bonds Aa1 (with a stable outlook) and S&P rates the State’s general obligation at AA+ (with a stable outlook) (ratings confirmed as of Nov. 19, 2015 and Nov. 23, 2015, respectively). There can be no assurance that such ratings will be maintained in the future. It should be noted that the creditworthiness of obligations issued by local Minnesota issuers may be unrelated to the creditworthiness of obligations issued by the State of Minnesota, and that there is no obligation on the part of the State to make payment on such local obligations in the event of default.

Additional information about factors affecting the economy and budgetary condition of Minnesota can be found in the most recent offering statements relating to debt offerings of State and local issuers and other financial and demographic information.  It should be noted that the creditworthiness of obligations issued by local Minnesota issuers may be unrelated to the creditworthiness of obligations issued by the State of Minnesota, and that generally there is no obligation on the part of the State to make payment on such local obligations in the event of default.

VCF – Additional Information on the Fund’s Investment Strategies and Risks

The following information supplements the Sections relating to the Fund’s Investment Strategy, Other Investment Policies and Strategies, and Principal Risk Factors of Investing in the Fund set forth in the proxy/prospectus.

Municipal Obligations.  The yields on Municipal Obligations are dependent upon a variety of factors, including the condition of the market in general and the Municipal Obligations market in particular, the size of a particular offering, the maturity of the obligation and the rating of the issue.  Consequently, Municipal Obligations with the same maturity, coupon and rating may have different yields, while obligations of the same maturity and coupon with different ratings may have the same yield.  The market value of outstanding Municipal Obligations will vary with changes in prevailing interest rate levels and as a result of changing evaluations of the ability of their issuers to meet interest and principal payments.  Generally, a rise in interest rates will result in a decrease in the Fund’s NAV per share, while a drop in interest rates will result in an increase in the Fund’s NAV per share.

Municipal Obligations, like other debt obligations, are subject to the risk of non-payment.  Such nonpayment would result in a reduction of income to the Fund, and would result in a decrease in the NAV of the Fund.  The ability of issuers of Municipal Obligations to make timely payments of interest and principal may be adversely impacted in general economic downturns and as relative governmental cost burdens are allocated and reallocated among federal, state and local governmental units.  Obligations of issuers of Municipal Obligations are subject to the provisions of bankruptcy, insolvency and other laws affecting the rights and remedies of creditors, such as the Bankruptcy Reform Act of 1978.

Colorado Municipal Obligations include those which are backed by an escrow or trust account which contains securities issued or guaranteed by the U.S. Government or U.S. Government agencies and backed by the full faith and credit of the United States sufficient in amount to ensure the payment of interest and principal on the original interest payment and maturity dates (“collateralized obligations”). Collateralized obligations may or may not be rated by Moody’s or by S&P.  Such collateralized obligations will include, but are not limited to, Colorado Municipal Obligations that have been (i) advance refunded where the proceeds of the refunding have been used to purchase U.S. Government or U.S. Government agency securities that are placed in escrow and whose interest or maturing principal payments, or both, are sufficient to cover the remaining scheduled debt service on the Colorado Municipal Obligations, or (ii) issued under state and local housing finance programs which use the issuance proceeds to fund mortgages that are then exchanged for U.S. Government or U.S. Government agency securities and deposited with a trustee as security for the Colorado Municipal Obligations.  Such collateralized obligations are normally regarded as having the credit characteristics of the underlying U.S. Government or U.S. Government agency securities.

The Municipal Obligations market is rapidly evolving; types of Municipal Obligations other than those described above can be expected to be developed and marketed from time to time.  Consistent with its investment limitations, the Fund expects to invest in those new types of Municipal Obligations that the Manager believes may assist the Fund in achieving its investment objective.  The Fund will notify shareholders to the extent that it intends to invest more than 5% of its net assets in such obligations.

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Options and Futures.  The Fund may purchase and sell options on Municipal Obligations, other debt securities, aggregates of debt securities or indices of interest rates or prices thereof or other financial indices (collectively, “securities”) and on futures contracts (as defined below) and may purchase and sell futures contracts.  The Fund intends to engage in such transactions if it appears advantageous to the Manager to do so in order to pursue the Fund’s investment objective, to seek to hedge against the effects of market conditions and to seek to stabilize the value of its assets.  The Fund will engage in hedging and risk management transactions from time to time in the Manager’s discretion, and may not necessarily be engaging in such transactions when movements in interest rates that could affect the value of the assets of the Fund occur.

Conditions in the securities, futures and options markets will determine whether and in what circumstances the Fund will employ any of the techniques or strategies described below.  The Fund’s ability to pursue certain of these strategies may be limited by applicable regulations of the Commodity Futures Trading Commission (the “CFTC”) and the federal tax requirements applicable to regulated investment companies.  Transactions in options and futures contracts may give rise to income that is subject to regular federal income tax and, accordingly, in normal circumstances the Fund does not intend to engage in such practices to a significant extent.  The use of futures and options, and the possible benefits and attendant risks, are discussed below, along with information concerning certain other investment policies and techniques.

Futures Contracts and Related Options.  The Fund may enter into contracts for the purchase or sale for future delivery (a “futures contract”) of financial instruments, such as securities, or the cash value of a securities or interest rate index.  A “sale” of a futures contract means the undertaking of a contractual obligation to deliver the securities, or the cash value of an index, called for by the contract at a specified price during a specified delivery period.  A “purchase” of a futures contract means the undertaking of a contractual obligation to acquire the securities, or cash value of an index, at a specified price during a specified delivery period.  The Fund may also purchase and sell (write) call and put options on financial futures contracts.  An option on a futures contract gives the purchaser the right, in return for the premium paid, to assume a position in a futures contract at a specified exercise price at any time during, or at the termination of, the period specified in the terms of the option.  Upon exercise, the writer of the option delivers the futures contract to the holder at the exercise price.  The Fund would be required to deposit with its custodian initial margin and maintenance margin with respect to put and call options on futures contracts written by it.

Although some financial futures contracts by their terms call for the actual delivery or acquisition of securities, in most cases the contractual commitment is closed out before delivery without having to make or take delivery of the security.  The offsetting of a contractual obligation is accomplished by purchasing (or selling, as the case may be) on a commodities exchange an identical futures contract calling for delivery in the same period.  The Fund’s ability to establish and close out positions in futures contracts and options on futures contracts will be subject to the liquidity of the market.  Although the Fund generally will purchase or sell only those futures contracts and options thereon for which there appears to be a liquid market, there is no assurance that a liquid market on an exchange will exist for any particular futures contract or option thereon at any particular time.  Where it is not possible to effect a closing transaction in a contract or to do so at a satisfactory price, the Fund would have to make or take delivery under the futures contract, or, in the case of a purchased option, exercise the option.  The Fund would be required to maintain initial margin deposits with respect to the futures contract and to make variation margin payments until the contract is closed.  The Fund will incur brokerage fees when it purchases or sells futures contracts.

At the time a futures contract is purchased or sold, the Fund must deposit in a custodial account cash or securities as a good faith deposit payment (known as “initial margin”).  It is expected that the initial margin on futures contracts the Fund may purchase or sell may range from approximately 3% to approximately 15% of the value of the securities (or the securities index) underlying the contract.  In certain circumstances, however, such as during periods of high volatility, the Fund may be required by an exchange to increase the level of its initial margin payment.  Initial margin requirements may be increased generally in the future by regulatory action.  An outstanding futures contract is valued daily in a process known as “marking to market.”  If the market value of the futures contract has changed, the Fund will be required to make or will be entitled to receive a payment in cash or specified high quality debt securities in an amount equal to any decline or increase in the value of the futures contract.  These additional deposits or credits are calculated and required on a daily basis and are known as “variation margin.”

There may be an imperfect correlation between movements in prices of the futures contract the Fund purchases or sells and the portfolio securities being hedged.  In addition, the ordinary market price relationships between securities and related futures contracts may be subject to periodic distortions.  Specifically, temporary price

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distortions could result if, among other things, participants in the futures market elect to close out their contracts through offsetting transactions rather than meet variation margin requirements, investors in futures contracts decide to make or take delivery of underlying securities rather than engage in closing transactions or if, because of the comparatively lower margin requirements in the futures market than in the securities market, speculators increase their participation in the futures market.  Because price distortions may occur in the futures market and because movements in the prices of securities may not correlate precisely with movements in the prices of futures contracts purchased or sold by the Fund in a hedging transaction, even if the Manager correctly forecasts market trends the Fund’s hedging strategy may not be successful.  If this should occur, the Fund could lose money on the futures contracts and also on the value of its portfolio securities.

Options on Securities.  The Fund may purchase and sell (write) options on securities, which options may be either exchange-listed or over-the-counter options.  The Fund may write call options only if the call option is “covered.”  A call option written by the Fund is covered if the Fund owns the securities underlying the option or has a contractual right to acquire them or owns securities which are acceptable for escrow purposes.  The Fund may write put options only if the put option is “secured.”  A put option written by the Fund is secured if the Fund, which is obligated as a writer of a put option, invests an amount, not less than the exercise price of the put option, in eligible securities.

The Fund also may purchase and write call and put options on securities indices.  Options on securities indices are similar to options on a security except that, rather than the right to take or make delivery of a security at a specified price, an option on a securities index gives the holder the right to receive, upon exercise of the option, an amount of cash if the closing level of the securities index upon which the option is based is greater than, in the case of a call, or less than, in the case of a put, the exercise price of the option.  When the Fund writes an option on a securities index, it will be required to designate on the Fund’s books eligible securities equal in value to 100% of the exercise price in the case of a put, or the contract’s value in the case of a call.  In addition, when the Fund writes a call option on a securities index at a time when the contract value exceeds the exercise price, the Fund will designate on its books, until the option expires or is closed out, cash or cash equivalents equal in value to such excess.

The Fund may purchase and sell options that are exchange-traded or that are traded over-the-counter (“OTC options”).  Exchange-traded options in the United States are issued by a clearing organization affiliated with the exchange on which the option is listed which, in effect, guarantees every exchange-traded option transaction.  In contrast, OTC options are contracts between the Fund and its counterparty with no clearing organization guarantee.  Thus, when the Fund purchases OTC options, it must rely on the dealer from which it purchased the OTC option to make or take delivery of the securities underlying the option.  Failure by the dealer to do so would result in the loss of the premium paid by the Fund as well as the loss of the expected benefit of the transaction.

Although the Fund will enter into OTC options only with dealers that agree to enter into, and which are expected to be capable of entering into, closing transactions with the Fund, there can be no assurance that the Fund will be able to liquidate an OTC option at a favorable price at any time prior to expiration.  The Fund will not engage in OTC options transactions if the amount invested by the Fund in OTC options, plus, with respect to OTC options written by the Fund, the amounts required to be treated as illiquid pursuant to SEC staff positions, plus the amount invested by the Fund in illiquid securities, would exceed 20% of the Fund’s total assets.  Until the Fund is able to effect a closing purchase transaction in a covered OTC call option the Fund has written, it will not be able to liquidate securities used as cover until the option expires or is exercised or different cover is substituted.  This may impair the Fund’s ability to sell a portfolio security at a time when such a sale might be advantageous.  In the event of insolvency of the counterparty, the Fund may be unable to liquidate an OTC option.  In the case of options written by the Fund, the inability to enter into a closing purchase transaction may result in material losses to the Fund.

SPECIAL CONSIDERATIONS REGARDING INVESTMENTS IN COLORADO MUNICIPAL OBLIGATIONS

As described above, the Fund seeks to achieve its objective by investing substantially all (at least 80%) of its assets in tax-exempt Colorado Municipal Obligations. The Fund may therefore be more susceptible to political, economic and regulatory factors affecting issuers of such securities, compared to funds with more diversified portfolios holding securities issued by governmental units of different states and different regions of the country. At any given time there may be, and there currently are, civil actions pending against the State or political subdivisions thereof, which could, if determined adversely to such parties, affect their expenditures and, in some cases, their revenues.

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Economic condition and outlook. Colorado’s major economic sectors include agriculture, manufacturing, technology, tourism, energy production, and mining. Considerable economic activity is generated in support of these sectors by government, wholesale and retail trade, transportation, communications, public utilities, finance, insurance, real estate, and other services. Given the State’s semiarid climate, water resource development, allocation, and conservation are ongoing issues for State management.

According to Sep. 2015 forecast report from the Governor’s Office of State Planning and Budgeting, Colorado’s economy continues to show momentum, indicating its resilience in the face of slow global growth, the contraction in the oil and gas industry, and volatility in the financial markets. Recent indicators on the underlying health of the economy are mostly positive, such as declining initial claims for unemployment insurance and solid small business employment growth. Expansion in many of the State’s industries appears strong enough for the overall economy to absorb the contraction in the oil and gas industry and global economic headwinds. The economy is expected to continue growing through the forecast period, though not at the robust level experienced in 2014. Job growth for the State is forecast to be 2.8% in 2015, 0.7 percentage points less than 2014’s 3.5% growth.

Colorado added 64,900 new jobs from July 2014 to July 2015, a year-over-year increase of 2.6%. The leisure and hospitality sector led job growth by adding 14,800 jobs, while most other industries experienced more modest increases. The contraction in the oil and gas industry continued to result in job losses for the sector, although recent survey data suggests that employment losses are slowing. As of July 2015, the State’s 4.3% unemployment rate was the 14th-lowest in the nation.

Income to farmers and ranchers has weakened due to the strong dollar and lower crop prices.

Housing prices continue to grow as high demand outpaces the supply of homes, especially in Front Range urban areas. Higher construction costs are also contributing to the strong appreciation. Rents are increasing at similarly fast rates. These sustained strong increases in housing costs, especially in Front Range urban areas, are acting as a constraint on growth and making affordable housing a challenge for some.

Revenues and expenditures. The State’s General Fund general-purpose revenues reflect the overall condition of the State economy, which showed improved growth in fiscal year 2013-14; General Fund revenues increased by $434.7 million (5.1%) from the prior year.

On the budgetary basis, total expenditures and transfers-out (excluding transfers not appropriated by department) funded from general-purpose revenues during fiscal years 2013-14 and 2012-13 were $8,463.7 million and $7,828.5 million, respectively.

The State Constitution indirectly limits the rate of spending increases and directly limits the State’s ability to retain revenue in excess of the limit. Any excess must be refunded to the taxpayers unless otherwise approved by the voters. No refund was required in fiscal year 2013-14, but based on preliminary figures, Taxpayer Bill of Rights (“TABOR”) revenue exceeded the Referendum C cap by $150.0 million in fiscal year 2014-15. TABOR revenue is projected to exceed the cap by $116.7 million in fiscal year 2015-16, $398.0 million in fiscal year 2016-17, and $474.5 million in fiscal year 2017-18.

Budget process. The Colorado budget process is greatly impacted by a series of State constitutional and statutory limitations, including, among other things, constitutional requirements that expenditures for any fiscal year not exceed revenues for such fiscal year and that limited the State’s revenue growth to the sum of inflation plus population growth in the previous calendar year, with revenues in excess of that amount refunded to taxpayers unless voters approve otherwise.

Debt management. Under its Constitution, the State of Colorado is not permitted to issue general obligation bonds secured by the full faith and credit of the State except to fund buildings for State use, to defend the State or the U.S. (in time of war), or to provide for unforeseen revenue deficiencies.

For more information, including links to recent official publications of the State and other fiscal and economic data and forecasts, see the website links set forth on Appendix G.  It should be noted that the creditworthiness of obligations issued by local Colorado issuers may be unrelated to the creditworthiness of

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obligations issued by the State of Colorado, and that generally there is no obligation on the part of the State to make payment on such local obligations in the event of default.

VFL – Other Investment Policies and Strategies

Fixed income securities offer the potential for greater income payments than stocks, and also may provide capital appreciation. Municipal Obligations typically pay income free of federal income taxes and may be free of state income taxes in the state where they are issued. In addition to the investments and investment strategies described above, the Fund may also invest using the following instruments and strategies.

Municipal obligations. The Fund invests primarily in Municipal Obligations, also known as tax-exempt obligations.  Municipal Obligations are debt obligations issued by or on behalf of a state or territory, or its agencies, instrumentalities, municipalities and political subdivisions, the interest payable on which is, in the opinion of bond counsel, excludable from gross income for purposes of federal income taxation, except, in certain instances, the alternative minimum tax, depending upon the shareholder’s tax status.

High yield, high-risk municipal obligations. High yield, high-risk Municipal Obligations are debt obligations rated lower than investment grade by a nationally recognized statistical rating agency (“NRSRO”) or, if unrated, of comparable quality. These securities are often referred to as “junk bonds” and are considered to be of poor standing and predominately speculative. The Fund may invest up to 20% of its net assets in municipal bonds with an investment rating of Ba/BB or lower, or that are unrated but judged to be of comparable quality by the Manager.

General obligation bonds. General obligation bonds are municipal bonds on which the payment of principal and interest is secured by the issuer’s pledge of its full faith, credit, and taxing power. The Fund may invest without limitation in general obligation bonds in the top four quality grades or bonds that are unrated, but which the Manager determines to be of equal quality.

Revenue bonds. The Fund may invest without limitation in revenue bonds in the top four quality grades or bonds that are unrated, but which the Manager determines to be of equal quality. Revenue bonds are municipal bonds on which principal and interest payments are made from revenues derived from a particular facility, from the proceeds of a special excise tax or from revenue generated by an operating project. Principal and interest are not secured by the general taxing power.  Tax-exempt industrial development bonds, in most cases, are a type of revenue bond that is not backed by the credit of the issuing municipality and may therefore involve more risk.

Insured municipal obligations. The Fund may invest without limitation in insured Municipal Obligations. It is possible that a substantial portion of the Fund’s portfolio may consist of Municipal Obligations that are insured by the same insurance company. Various municipal issuers may obtain insurance for their obligations. In the event of a default, the insurer is required to make payments of interest and principal when due to the bondholders. However, there is no assurance that the insurance company will meet its obligations. Insured Municipal Obligations are typically rated in the top quality grades by an NRSRO. Insurance is available on uninsured bonds and the Fund may purchase such insurance directly. The Manager will generally do so only if it believes that purchasing and insuring a Municipal Obligation provides an investment opportunity at least comparable to owning other available insured Municipal Obligations. The purpose of insurance is to protect against credit risk. It does not insure against market risk or guarantee the value of the securities in the portfolio or the value of shares of the Fund.

Private activity or private placement bonds. Private activity or private placement bonds are municipal bond issues whose proceeds are used to finance certain nongovernment activities, including some types of industrial revenue bonds such as privately owned sports and convention facilities. The Tax Reform Act of 1986 subjects interest income from these bonds to the federal alternative minimum tax and makes the tax-exempt status of certain bonds dependent on the issuer’s compliance with specific requirements after the bonds are issued. The Fund may invest up to 20% of its assets in bonds whose income is subject to the federal alternative minimum tax. This means that a portion of the Fund’s distributions could be subject to the federal alternative minimum tax that applies to certain taxpayers.

Advance refunded bonds. The Fund may invest without limit in advance refunded bonds. These bonds are generally considered to be of very high quality because of the escrow account, which typically holds U.S. Treasuries. In an advance refunding, the issuer will use the proceeds of a new bond issue to purchase high grade interest-bearing debt

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securities that are deposited into an irrevocable escrow account held by a trustee bank to secure all future payments of principal and interest on pre-existing bonds which are then considered to be “advance refunded bonds.” Escrow secured bonds often receive the highest rating from S&P and Moody’s.

Short-term tax-free instruments. The Fund may invest without limitation in high-quality, short-term tax-free instruments. Short-term tax-free instruments include instruments such as tax-exempt commercial paper and general obligation, revenue, and project notes, as well as variable floating rate demand obligations.

Restricted securities. Restricted securities are privately placed securities whose resale is restricted under U.S. securities laws. The Fund may invest in privately placed securities, including those that are eligible for resale only among certain institutional buyers without registration, commonly known as “Rule 144A Securities.”  Restricted securities that are determined to be illiquid may not exceed the Fund’s 15% limit on investments in illiquid securities.

Municipal leases and certificates of participation. The Fund may invest without limitation in municipal lease obligations, primarily through certificates of participation (“COPs”) rated in the top four quality grades by S&P or another NRSRO.  COPs are widely used by state and local governments to finance the purchase of property and facilities.  COPs are like installment purchase agreements.  A governmental corporation may create a COP when it issues long-term bonds to pay for the acquisition of property or facilities. The property or facilities are then leased to a municipality, which makes lease payments to repay interest and principal to the holders of the bonds. Once the lease payments are completed, the municipality gains ownership of the property for a nominal sum.  As with the Fund’s other investments, the Manager expects that investments in municipal lease obligations will be exempt from regular federal income taxes. The Fund will rely on the opinion of the bond issuer’s counsel for a determination of the bond’s tax-exempt status.

A feature that distinguishes COPs from municipal debt is that leases typically contain a “nonappropriation” or “abatement” clause. This means that the municipality leasing the property or facility must use its best efforts to make lease payments, but may terminate the lease without penalty if its legislature or other appropriating body does not allocate the necessary money. In such a case, the creator of the COP, or its agent, is typically entitled to repossess the property. In many cases, however, the market value of the property may be less than the outstanding principal balance on the COP.

Zero coupon bonds. The Fund may invest in zero coupon bonds. Zero coupon bonds are debt obligations which do not entitle the holder to any periodic payments of interest prior to maturity or a specified date when the securities begin paying current interest. Therefore, they are issued and traded at a discount from their respective face amount or par value. The market prices of these bonds are generally more volatile than the market prices of securities that pay interest periodically and are likely to react to changes in interest rates to a greater degree than interest-paying bonds having similar maturities and credit quality. The bonds may have certain tax consequences which, under certain conditions, could adversely affect the Fund.

Downgraded quality ratings. Credit quality restrictions for the Fund apply only at the time of purchase. The Fund may continue to hold a security whose quality rating has been lowered or, in the case of an unrated bond, after the Manager has changed its assessment of its credit quality.

Purchasing securities on a when-issued or delayed-delivery basis. The Fund may buy or sell securities on a when-issued or delayed-delivery basis; that is, paying for securities before delivery or taking delivery at a later date. The Fund will designate cash or securities in amounts sufficient to cover its obligations, and will value the designated assets daily.

Bonds with Similar Characteristics. Where the Manager feels there is a limited supply of appropriate investments, the Fund may invest more than 25% of its total assets in Municipal Obligations relating to similar types of projects or with other similar economic, business, or political characteristics (such as bonds of housing finance agencies or healthcare facilities). In addition, the Fund may invest more than 25% of its assets in industrial development bonds or, in the case of the Fund, pollution control bonds, which may be backed only by the assets and revenues of a nongovernmental issuer. The Fund will not, however, invest more than 25% of its total assets in bonds issued for companies in the same business sector.

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Borrowing from banks. The Fund may borrow money from banks as a temporary measure for extraordinary or emergency purposes but normally does not do so. The Fund will be required to pay interest to the lending banks on the amount borrowed. As a result, borrowing money could result in the Fund being unable to meet its investment objective. The Fund will not borrow money in excess of one-third of the value of its assets.

Temporary defensive positions. In response to unfavorable market conditions, the Fund may invest in taxable instruments for temporary defensive purposes. These could include obligations of the U.S. government, its agencies and instrumentalities, commercial paper, cash, certificates of deposit of domestic banks, repurchase agreements, reverse repurchase agreements, other cash equivalents, and other debt instruments. These investments may not be consistent with the Fund’s investment objective. To the extent that the Fund holds such investments, it may be unable to achieve its investment objective.

The Fund will not be permitted to enter into any swap transaction unless, at the time of entering into such transaction, the unsecured long-term debt of the actual counterparty, combined with any credit enhancements, is rated at least BBB- by S&P or Baa3 by Moody’s or is determined to be of equivalent credit quality by the Manager.

In applying the fundamental concentration restriction applicable to the Fund: (i) utility companies will be divided according to their services, for example, gas, gas transmission, electric and telephone will each be considered a separate industry; (ii) financial service companies will be classified according to the end users of their services, for example, automobile finance, bank finance and diversified finance will each be considered a separate industry; and (iii) asset backed securities will be classified according to the underlying assets securing such securities. This non-fundamental policy is intended to keep the concentration restriction from unnecessarily limiting the Fund’s investments.

The Fund may not invest more than 25% of its total assets in the securities of any industry, although, for purposes of this limitation, tax-exempt securities and U.S. government obligations are not considered to be part of any industry. The Fund may invest more than 25% of its total assets in industrial development revenue bonds. In addition, it is possible that the Fund from time to time will invest more than 25% of its total assets in a particular segment of the municipal bond market, such as housing, health care, utility, transportation, education or industrial obligations. In such circumstances, economic, business, political or other changes affecting one bond (such as proposed legislation affecting the financing of a project; shortages or price increases of needed materials; or a declining market or need for the project) might also affect other bonds in the same segment, thereby potentially increasing market or credit risk.

Housing Obligations.  The Fund may invest, from time to time, more than 25% of its total assets in obligations of public bodies, including state and municipal housing authorities, issued to finance the purchase of single-family mortgage loans or the construction of multifamily housing projects. Economic and political developments, including fluctuations in interest rates, increasing construction and operating costs and reductions in federal housing subsidy programs, may adversely impact on revenues of housing authorities. Furthermore, adverse economic conditions may result in an increasing rate of default of mortgagors on the underlying mortgage loans. In the case of some housing authorities, inability to obtain additional financing also could reduce revenues available to pay existing obligations. Single-family mortgage revenue bonds are subject to extraordinary mandatory redemption at par at any time in whole or in part from the proceeds derived from prepayments of underlying mortgage loans and also from the unused proceeds of the issue within a stated period which may be within a year from the date of issue.

Health Care Obligations.  The Fund may invest, from time to time, more than 25% of its total assets in obligations issued by public bodies, including state and municipal authorities, to finance hospital or health care facilities or equipment. The ability of any health care entity or hospital to make payments in amounts sufficient to pay maturing principal and interest obligations is generally subject to, among other things, the capabilities of its management, the confidence of physicians in management, the availability of physicians and trained support staff, changes in the population or economic condition of the service area, the level of and restrictions on federal funding of Medicare and federal and state funding of Medicaid, the demand for services, competition, rates, government regulations and licensing requirements and future economic and other conditions, including any future health care reform.

Utility Obligations.  The Fund may invest, from time to time, more than 25% of its total assets in obligations issued by public bodies, including state and municipal utility authorities, to finance the operation or expansion of utilities. Various future economic and other conditions may adversely impact utility entities, including inflation, increases in

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financing requirements, increases in raw material costs and other operating costs, changes in the demand for services and the effects of environmental and other governmental regulations.

Transportation Obligations.  The Fund may invest, from time to time, more than 25% of its total assets in obligations issued by public bodies, including state and municipal authorities, to finance airports and highway, bridge and toll road facilities. The major portion of an airport’s gross operating income is generally derived from fees received from signatory airlines pursuant to use agreements which consist of annual payments for airport use, occupancy of certain terminal space, service fees and leases. Airport operating income may therefore be affected by the ability of the airlines to meet their obligations under the use agreements. The air transport industry may experience significant variations in earnings and traffic, due to increased competition, excess capacity, increased costs, deregulation, traffic constraints and other factors, and several airlines are experiencing severe financial difficulties. The revenues of issuers which derive their payments from bridge, road or tunnel toll revenues could be adversely affected by competition from toll-free vehicular bridges and roads and alternative modes of transportation. Such revenues could also be adversely affected by a reduction in the availability of fuel to motorists or significant increases in the costs thereof.

Education Obligations.  The Fund may invest, from time to time, more than 25% of its total assets in obligations of issuers which are, or which govern the operation of, schools, colleges and universities and whose revenues are derived mainly from tuition, dormitory revenues, grants and endowments. General problems of such issuers include the prospect of a declining percentage of the population consisting of college aged individuals, possible inability to raise tuition and fees sufficiently to cover increased operating costs, the uncertainty of continued receipt of federal grants, state funding and alumni support, and government legislation or regulations which may adversely affect the revenues or costs of such issuers.

Industrial Revenue Obligations.  The Fund may invest, from time to time, more than 25% of its total assets in obligations issued by public bodies, including state and municipal authorities, to finance the cost of acquiring, constructing or improving various industrial projects. These projects are usually operated by corporate entities. Issuers are obligated only to pay amounts due on the bonds to the extent that funds are available from the unexpended proceeds of the bonds or receipts or revenues of the issuer under an arrangement between the issuer and the corporate operator of a project. The arrangement may be in the form of a lease, installment sale agreement, conditional sale agreement or loan agreement, but in each case the payments of the issuer are designed to be sufficient to meet the payments of amounts due on the bonds. Regardless of the structure, payment of bonds is solely dependent upon the creditworthiness of the corporate operator of the project and, if applicable, the corporate guarantor. Corporate operators or guarantors may be affected by many factors which may have an adverse impact on the credit quality of the particular company or industry. These include cyclicality of revenues and earnings, regulatory and environmental restrictions, litigation resulting from accidents or deterioration resulting from leveraged buy-outs or takeovers. The bonds may be subject to special or extraordinary redemption provisions which may provide for redemption at par or accredited value, plus, if applicable, a premium.

Exclusion From Commodity Pool Operator Definition

The Manager has claimed an exclusion from the definition of “commodity pool operator” (“CPO”) under the Commodity Exchange Act (“CEA”) and the rules of the Commodity Futures Trading Commission (“CFTC”) and, therefore, is not subject to CFTC registration or regulation as a CPO. In addition, the Manager is relying upon a related exclusion from the definition of “commodity trading advisor” (“CTA”) under the CEA and the rules of the CFTC.  The terms of the CPO exclusion requires the Fund, among other things, to adhere to certain limits on its investments in “commodity interests.” Commodity interests include commodity futures, commodity options, and certain swaps, which in turn include non-deliverable currency forwards, as further described below. Because the Manager and the Fund intend to comply with the terms of the CPO exclusion, the Fund may, in the future, need to adjust its investment strategies, consistent with its investment goal, to limit its investments in these types of instruments. The Fund is not intended as a vehicle for trading in the commodity futures, commodity options, or swaps markets. The CFTC has neither reviewed nor approved the Manager’s reliance on these exclusions, or the Fund, its investment strategies, or this offering memorandum.

Generally, the exclusion from CPO regulation on which the Manager relies requires the Fund to meet one of the following tests for its commodity interest positions, other than positions entered into for bona fide hedging purposes (as defined in the rules of the CFTC): either (1) the aggregate initial margin and premiums required to establish

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the Fund’s positions in commodity interests may not exceed 5% of the liquidation value of the Fund’s portfolio (after taking into account unrealized profits and unrealized losses on any such positions); or (2) the aggregate net notional value of the Fund’s commodity interest positions, determined at the time the most recent such position was established, may not exceed the liquidation value of the Fund’s portfolio (after taking into account unrealized profits and unrealized losses on any such positions). In addition to meeting one of these trading limitations, the Fund may not market itself as a commodity pool or otherwise as a vehicle for trading in the commodity futures, commodity options, or swaps markets. If, in the future, the Fund can no longer satisfy these requirements, the Manager would withdraw its notice claiming an exclusion from the definition of a CPO, and the Manager would be subject to registration and regulation as a CPO with respect to the Fund; in that case, the Manager and the Fund would need to comply with all applicable CFTC disclosure, reporting, operational, and other regulations, which could increase Fund expenses.

MANAGEMENT OF THE TRUST

The Funds are governed by a Board of Trustees / Directors (“Directors”), which has oversight responsibility for the management of a fund’s business affairs. The Prospectus/Proxy Statement accompanying this Statement of Additional Information contains a list of the current Trustees as well as certain background and related information. The Acquired Funds and Acquiring Fund share a common Board of Trustees.  Below is certain information regarding the Officers of the Funds.

Name, Address, and Birthdate	Position(s) Held with the Funds	Length of Time Served	Principal Occupation(s) During the Past Five Years	Number of Funds in Fund Complex Overseen by Director	Other Directorships Held by Director
Officers
David F. Connor 100 Independence, 610 Market Street Philadelphia, PA 19106-2354 December 1963	Senior Vice President, General Counsel, and Secretary	Senior Vice President, since May 2013; General Counsel since May 2015; Secretary since October 2005	David F. Connor has served in various capacities at different times at Macquarie Investment Management.1	160	None2
Daniel V. Geatens 100 Independence, 610 Market Street Philadelphia, PA 19106-2354 October 1972	Senior Vice President and Treasurer	Senior Vice President and Treasurer since October 2007	Daniel V. Geatens has served in various capacities at different times at Macquarie Investment Management.	160	None2
Richard Salus 100 Independence, 610 Market Street Philadelphia, PA 19106-2354 October 1963	Senior Vice President and Chief Financial Officer	Senior Vice President and Chief Financial Officer since November 2006	Richard Salus has served in various capacities at different times at Macquarie Investment Management.	160	None

¹ Macquarie Investment Management is the marketing name for certain companies comprising the asset management division of Macquarie Group, including the Funds’ investment advisor.

² David F. Connor and Daniel V. Geatens serve in similar capacities for the six portfolios of the Optimum Fund Trust, which have the same investment manager, principal underwriter, and transfer agent as the Funds. Mr. Geatens also serves as the Chief Financial Officer of the Optimum Fund Trust, and he is the Chief Financial Officer and Treasurer for Macquarie Global Infrastructure Total Return Fund Inc., which has the same investment manager as the Funds.

CODE OF ETHICS

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The Trust and Delaware Management Company, a series of Macquarie Investment Management Business Trust (“DMC” or the “Manager”)have adopted Codes of Ethics in compliance with the requirements of Rule 17j-1 under the 1940 Act, which govern personal securities transactions. Under the Codes of Ethics, persons subject to the Codes are permitted to engage in personal securities transactions, including securities that may be purchased or held by the Funds, subject to the requirements set forth in Rule 17j-1 under the 1940 Act and certain other procedures set forth in the applicable Code of Ethics. The Codes of Ethics are on public file with, and are available from, the SEC.

PROXY VOTING POLICY

The registrant has formally delegated to its investment adviser, DMC, the responsibility for making all proxy voting decisions in relation to portfolio securities held by the registrant. If and when proxies need to be voted on behalf of the registrant, the Manager and any Macquarie affiliates advising the registrant will vote such proxies pursuant to its Proxy Voting Policies and Procedures (the “Procedures”). The Manager has established a Proxy Voting Committee (the “Committee”), which is responsible for overseeing the Manager’s proxy voting process for the registrant. One of the main responsibilities of the Committee is to review and approve the Procedures to ensure that the Procedures are designed to allow the Manager to vote proxies in a manner consistent with the goal of voting in the best interests of the registrant.

In order to facilitate the actual process of voting proxies, the Manager has contracted with Institutional Shareholder Services Inc. (“ISS”) to analyze proxy statements on behalf of the registrant and other Manager clients and provide the Manager with research recommendations on upcoming proxy votes in accordance with the Procedures. The Committee is responsible for overseeing ISS’s services. If a proxy has been voted for the registrant, ISS will create a record of the vote. By no later than August 31 of each year, information (if any) regarding how the registrant voted proxies relating to portfolio securities during the most recently disclosed 12- month period ended June 30 is available without charge (i) through the registrant’s website at http://delawarefunds.com/proxy; and (ii) on the Securities and Exchange Commission’s website at http://www.sec.gov.

When determining whether to invest in a particular company, one of the factors the Manager may consider is the quality and depth of the company’s management. As a result, the Manager believes that recommendations of management on any issue (particularly routine issues) should be given a fair amount of weight in determining how proxy issues should be voted. Thus, on many issues, the Manager’s votes are cast in accordance with the recommendations of the company’s management. However, the Manager may vote against management’s position when it runs counter to its specific Proxy Voting Guidelines (the “Guidelines”), and the Manager will also vote against management’s recommendation when it believes that such position is not in the best interests of the registrant.

As stated above, the Procedures also list specific Guidelines on how to vote proxies on behalf of the registrant. Some examples of the Guidelines are as follows: (i) generally vote for shareholder proposals asking that a majority or more of directors be independent; (ii) generally vote for management or shareholder proposals to reduce supermajority vote requirements, taking into account: ownership structure; quorum requirements; and vote requirements; (iii) votes on mergers and acquisitions should be considered on a case-by-case basis; (iv) generally vote re-incorporation proposals on a case-by-case basis; (v) votes with respect to equity-based compensation plans are generally determined on a case-by-case basis; (vi) generally vote for proposals requesting that a company report on its policies, initiatives, oversight mechanisms, and ethical standards related to social, economic, and environmental sustainability, unless company already provides similar reports through other means or the company has formally committed to the implementation of a reporting program based on Global Reporting Initiative guidelines or a similar standard; and (vii) generally vote for management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms.

Because the registrant has delegated proxy voting to the Manager, the registrant is not expected to encounter any conflict of interest issues regarding proxy voting and therefore does not have procedures regarding this matter. However, the Manager does have a section in its Procedures that addresses the possibility of conflicts of interest. Most of the proxies which the Manager receives on behalf of its clients are voted in accordance with the Procedures. Since the Procedures are pre-determined by the Committee, application of the Procedures by the Manager’s portfolio management teams when voting proxies after reviewing the proxy and research provided by ISS should in

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most instances adequately address any potential conflicts of interest. If the Manager becomes aware of a conflict of interest in an upcoming proxy vote, the proxy vote will generally be referred to the Committee or the Committee’s delegates for review. If the portfolio management team for such proxy intends to vote in accordance with ISS’s recommendation pursuant to our Procedures, then no further action is needed to be taken by the Committee. If the Manager’s portfolio management team is considering voting a proxy contrary to ISS’s research recommendation under the Procedures, the Committee or its delegates will assess the proposed vote to determine if it is reasonable. The Committee or its delegates will also assess whether any business or other material relationships between the Manager and a portfolio company (unrelated to the ownership of the portfolio company’s securities) could have influenced an inconsistent vote on that company’s proxy. If the Committee or its delegates determines that the proposed proxy vote is unreasonable or unduly influenced by a conflict, the portfolio management team will be required to vote the proxy in accordance with ISS’s research recommendation or abstain from voting.

INVESTMENT ADVISORY AND OTHER SERVICES

Investment Manager

In accordance with the terms of its respective investment management agreement, each Fund pays the Manager an annual fee of 0.40% which is calculated based on each Fund’s adjusted average daily net assets.

During the last three fiscal years ended March 31, the Funds paid the following investment management fees to the Manger:

Fund	March 31, 2021	March 31, 2020	March 31, 2019
Delaware Investments Colorado Municipal Income Fund, Inc.	$[___]	$[___]	$[___]
Delaware Investments Minnesota Municipal Income Fund II, Inc.	$[___]	$[___]	$[___]
Delaware Investments National Municipal Income Fund	$[___]	$[___]	$[___]

Fund Administrator

Delaware Investments Fund Services Company (DIFSC), an affiliate of DMC, provides fund accounting and financial administration oversight services to each Fund. For these services, DIFSC’s fees are calculated daily and paid monthly based on the aggregate daily net assets of all funds within the Delaware Funds at the following annual rates: 0.00475% of the first $35 billion; 0.0040% of the next $10 billion; and 0.0025% of aggregate average daily net assets in excess of $45 billion (Total Fee). Each fund in the Delaware Funds pays a minimum of $4,000, which, in aggregate, is subtracted from the Total Fee. Each fund then pays its portion of the remainder of the Total Fee on a relative net asset value (NAV) basis.

During the last three fiscal years, the Funds were charged for these services as follows:

Fund	March 31, 2021	March 31, 2020	March 31, 2019
Delaware Investments Colorado Municipal Income Fund, Inc.	[$7,479]	[$7,690]	[$7,824]
Delaware Investments Minnesota Municipal Income Fund II, Inc.	[$12,306]	[$12,766]	[$13,003]
Delaware Investments National Municipal Income Fund	[$7,229]	[$7,465]	[$7,565]

As provided in the investment management agreement, each Fund bears a portion of the cost of certain resources shared with DMC, including the cost of internal personnel of DMC and/or its affiliates that provide legal, tax, and regulatory reporting services to each Fund.

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For the past three fiscal years ended March 31, each Fund was charged for internal legal, tax, and regulatory reporting services provided by DMC and/or its affiliates’ employees as follows:

Fund	March 31, 2021	March 31, 2020	March 31, 2019
Delaware Investments Colorado Municipal Income Fund, Inc.	[$20,684]	[$25,491]	[$35,348]
Delaware Investments Minnesota Municipal Income Fund II, Inc.	[$39,383]	[$48,253]	[$57,350]
Delaware Investments National Municipal Income Fund	[$19,262]	[$24,124]	[$35,988]

Custodian

BNY Mellon, located at [One Wall Street, New York, NY 10286-0001], is the custodian of each Fund's securities and cash. As custodian for the Funds, BNY Mellon maintains a separate account or accounts for each Fund; receives, holds, and releases portfolio securities on account of each Fund; receives and disburses money on behalf of each Fund; and collects and receives income and other payments and distributions on account of each Fund's portfolio securities.

Independent Public Accountant

[    ], which is located at [    ], serves as the independent registered public accounting firm for the Trust and, in its capacity as such, audits the annual financial statements contained in each Fund's Annual Report.

PORTFOLIO MANAGERS

The following chart lists certain information about types of other accounts for which each portfolio manager is primarily responsible as of March 31, 2021, unless otherwise noted. Any accounts managed in a personal capacity appear under “Other Accounts” along with the other accounts managed on a professional basis. The Acquired Funds and Acquiring Fund share common portfolio managers.

			No. of Accounts with	Total Assets in Accounts
	No. of	Total Assets	Performance-	with Performance-
	Accounts	Managed	Based Fees	Based Fees
Gregory A. Gizzi
Registered Investment	18	$7.0 billion	0	$0
Companies
Other Pooled	0	$0	0	$0
Investment Vehicles
Other Accounts	36	$3.8 billion	0	$0
Stephen J. Czepiel
Registered Investment	18	$7.0 billion	0	$0
Companies
Other Pooled	0	$0	0	$0
Investment Vehicles
Other Accounts	23	$3.5 billion	0	$0
Jake van Roden
Registered Investment	17	$6.3 billion	0	$0
Companies
Other Pooled	0	$0	0	$0
Investment Vehicles

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Other Accounts 0 $0 0 $0

DESCRIPTION OF MATERIAL CONFLICTS OF INTEREST

Individual portfolio managers may perform investment management services for other funds or accounts similar to those provided to the Funds and the investment action for such other fund or account and the Funds may differ. For example, an account or fund may be selling a security, while another account or fund may be purchasing or holding the same security. As a result, transactions executed for one fund or account may adversely affect the value of securities held by another fund, account or the Funds. Additionally, the management of multiple other funds or accounts and the Funds may give rise to potential conflicts of interest, as a portfolio manager must allocate time and effort to multiple other funds or accounts and the Funds. A portfolio manager may discover an investment opportunity that may be suitable for more than one account or fund. The investment opportunity may be limited, however, so that all funds or accounts for which the investment would be suitable may not be able to participate. The Adviser has adopted procedures designed to allocate investments fairly across multiple funds or accounts.

Some of the accounts managed by the portfolio managers have a performance-based fee. This compensation structure presents a potential conflict of interest. The portfolio manager has an incentive to manage this account so as to enhance its performance, to the possible detriment of other accounts for which the investment manager does not receive a performance-based fee.

A portfolio manager’s management of personal accounts also may present certain conflicts of interest. While Delaware’s code of ethics is designed to address these potential conflicts, there is no guarantee that it will do so.

Compensation Structure

Each portfolio’s manager’s compensation consists of the following:

Base Salary - Each named portfolio manager receives a fixed base salary. Salaries are determined by a comparison to industry data prepared by third parties to ensure that portfolio manager salaries are in line with salaries paid at peer investment advisory firms.

Bonus - An objective component is added to the bonus for each manager that is reflective of account performance relative to an appropriate peer group or database. The following paragraph describes the structure of the non-guaranteed bonus.

Each portfolio manager is eligible to receive an annual cash bonus, which is based on quantitative and qualitative factors. There is one pool for bonus payments for the fixed income department. The pool is allotted based on subjective factors and objective factors. The amount of the pool for bonus payments is determined by assets managed (including investment companies, insurance product-related accounts and other separate accounts), management fees and related expenses (including fund waiver expenses) for registered investment companies, pooled vehicles, and managed separate accounts. For investment companies, each manager is compensated according to the Fund’s Broadridge Financial Solutions, Inc. (formerly, Lipper Inc.) or Morningstar peer group percentile ranking on a 1-, 3-, and 5-year basis, with longer term performance more heavily weighted. For managed separate accounts the portfolio managers are compensated according to the composite percentile ranking against the eVestment Alliance database (or similar sources of relative performance data) on a one-, three-, and five-year basis, with longer term performance more heavily weighted; composite performance relative to the benchmark is also evaluated for the same time periods. Incentives reach maximum potential at the top 25th-30th percentile. The remaining portion of the bonus is discretionary as determined by Macquarie Investment Management and takes into account subjective factors.

For new and recently transitioned portfolio managers, the compensation may be weighted more heavily towards a portfolio manager’s actual contribution and ability to influence performance, rather than longer-term performance. Management intends to move the compensation structure towards longer-term performance for these portfolio managers over time.

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Portfolio managers participate in retention programs, including the Macquarie Investment Management Notional Investment Plan and the Macquarie Group Employee Retained Equity Plan, for alignment of interest purposes.

Macquarie Investment Management Notional Investment Plan — A portion of a portfolio manager’s retained profit share may be notionally exposed to the return of certain funds within MIM Funds pursuant to the terms of the Macquarie Investment Management Notional Investment Plan. The retained amount will vest in equal tranches over a period ranging from four to five years after the date of investment (depending on the level of the employee).

Macquarie Group Employee Retained Equity Plan — A portion of a portfolio manager’s retained profit share may be invested in the Macquarie Group Employee Retained Equity Plan (“MEREP”), which is used to deliver remuneration in the form of Macquarie equity. The main type of award currently being offered under the MEREP is units comprising a beneficial interest in a Macquarie share held in a trust for the employee, subject to the vesting and forfeiture provisions of the MEREP. Subject to vesting conditions, vesting and release of the shares occurs in a period ranging from four to five years after the date of investment (depending on the level of the employee).

Other Compensation - Portfolio managers may also participate in benefit plans and programs available generally to all similarly situated employees.

Ownership of Securities

As of March 31, 2021, the portfolio managers did not own any shares of the Fund.

BROKERAGE ALLOCATION AND OTHER PRACTICES

The Manager selects broker/dealers to execute transactions on behalf of the Funds for the purchase or sale of portfolio securities on the basis of its judgment of their professional capability to provide the service. The primary consideration in selecting broker/dealers is to seek those broker/dealers who will provide best execution for the Funds. Best execution refers to many factors, including the price paid or received for a security, the commission charged, the promptness and reliability of execution, the confidentiality and placement accorded the order, and other factors affecting the overall benefit obtained by the account on the transaction. Some trades are made on a net basis where the Funds either buy securities directly from the dealer or sell them to the dealer. In these instances, there is no direct commission charged but there is a spread (the difference between the buy and sell price), which is the economic equivalent of a commission. When a commission is paid, the Funds pay reasonable brokerage commission rates based upon the professional knowledge of the Manager’s trading department as to rates paid and charged for similar transactions throughout the securities industry. In some instances, a Fund pays a minimal share transaction cost when the transaction presents no difficulty.

[During the past three fiscal years, the Funds did not pay any brokerage commissions.]

Subject to applicable requirements, such as seeking best execution and Rule 12b-1(h) under the 1940 Act, the Manager may allocate out of all commission business generated by all of the funds and accounts under its management, brokerage business to broker/dealers who provide brokerage and research services. These services may include providing advice, either directly or through publications or writings, as to the value of securities, the advisability of investing in, purchasing, or selling securities, and the availability of securities or purchasers or sellers of securities; furnishing of analyses and reports concerning issuers, securities, or industries; providing information on economic factors and trends; assisting in determining portfolio strategy; providing computer software used in security analysis; and providing portfolio performance evaluation and technical market analyses. Such services are used by the Manager in connection with its investment decision-making process with respect to one or more mutual funds and separate accounts managed by it, and may not be used, or used exclusively, with respect to the mutual fund or separate account generating the brokerage.

As provided in the Securities Exchange Act of 1934, as amended, [and the Funds’ Investment Management Agreement,] higher commissions are permitted to be paid to broker/dealers who provide brokerage and research services than to broker/dealers who do not provide such services, if such higher commissions are deemed reasonable in relation to the value of the brokerage and research services provided. Although transactions directed to broker/dealers who provide such brokerage and research services may result in the Funds paying higher

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commissions, the Manager believes that such commissions are reasonable in relation to the value of the brokerage and research services provided. In some instances, services may be provided to the Manager that constitute in some part brokerage and research services used by the Manager in connection with its investment decision-making process and constitute in some part services used by the Manager in connection with administrative or other functions not related to its investment decision-making process. In such cases, the Manager will make a good faith allocation of brokerage and research services and will pay out of its own resources for services used by the Manager in connection with administrative or other functions not related to its investment decision-making process. In addition, so long as a Fund is not disadvantaged, other than the potential for additional commissions/equivalents, portfolio transactions that generate commissions or their equivalent can be allocated to broker/dealers that provide services directly or indirectly to a Fund and/or to other Delaware Funds. Subject to best execution, commissions/equivalents allocated to brokers providing such services may or may not be generated by the funds receiving the service. In such instances, the commissions/equivalents would be used for the advantage of a Fund or other funds and not for the advantage of the Manager.

[During the last fiscal year, the Funds did not engage in any portfolio transactions resulting in brokerage commissions directed to brokers for brokerage and research services.]

[As of March 31, 2021, the Funds did not hold securities of their regular broker/dealers, as defined in Rule 10b-1 under the 1940 Act, or such broker/dealers’ parents.]

The Manager may place a combined order for two or more accounts or funds engaged in the purchase or sale of the same security if, in its judgment, joint execution is in the best interest of each participant and will meet the requirement to seek best execution. Transactions involving commingled orders are allocated in a manner deemed equitable to each account or fund. When a combined order is executed in a series of transactions at different prices, each account participating in the order may be allocated an average price obtained from the executing broker. It is believed that the ability of the accounts to participate in volume transactions will generally be beneficial to the accounts and funds. Although it is recognized that, in some cases, the joint execution of orders could adversely affect the price or volume of the security that a particular account or fund may obtain, it is the opinion of the Manager and the Board that the advantages of combined orders outweigh the possible disadvantages of separate transactions.

Consistent with the Financial Industry Regulatory Authority (“FINRA”) rules, and subject to seeking best execution, the Manager may place orders with broker/dealers that have agreed to defray certain Fund expenses, such as custodian fees.

[The Funds have the authority to participate in a commission recapture program. Under the program and subject to seeking best execution (as described in the first paragraph of this section), the Funds may direct certain security trades to brokers who have agreed to rebate a portion of the related brokerage commission to the Funds in cash. Any such commission rebates will be included as a realized gain on securities in the appropriate financial statements of the Funds. The Manager and its affiliates have previously acted, and may in the future act, as an investment manager to mutual funds or separate accounts affiliated with the administrator of the commission recapture program. In addition, affiliates of the administrator act as consultants in helping institutional clients choose investment managers and may also participate in other types of businesses and provide other services in the investment management industry.]

23

FINANCIAL STATEMENTS

 Each of the following is incorporated by reference herein:

ACQUIRED FUNDS

• The audited financial statements and related report of the independent public accounting firm included in the Delaware Funds by Macquarie Closed-End Municipal Bond Funds Report to Shareholders for the fiscal year ended March 31, 2021, with respect to Delaware Investments Minnesota Municipal Income Fund II, Inc. (filed via EDGAR on June 4, 2021, Accession No. 0001206774-21-001560).

• The audited financial statements and related report of the independent public accounting firm included in the Delaware Funds by Macquarie Closed-End Municipal Bond Funds Report to Shareholders for the fiscal year ended March 31, 2021, with respect to Delaware Investments Colorado Municipal Income Fund, Inc. (filed via EDGAR on June 4, 2021, Accession No. 0001206774-21-001560).

ACQUIRING FUND

• The audited financial statements and related report of the independent public accounting firm included in the Delaware Funds by Macquarie Closed-End Municipal Bond Funds Report to Shareholders for the fiscal year ended March 31, 2021, with respect to Delaware Investments National Municipal Income Fund, Inc. (filed via EDGAR on June 4, 2021, Accession No. 0001206774-21-001560).

SUPPLEMENTAL FINANCIAL INFORMATION

Tables showing the fees of the Acquiring Fund and each Acquired Fund, and the fees and expenses of the Acquiring Fund on a pro forma basis after giving effect to the proposed Reorganizations, are included in the “INFORMATION ABOUT THE FUNDS” section of the Prospectus/Information Statement.

The Reorganizations will not result in any material changes to either Acquired Fund’s investment portfolio due to the investment restrictions of the Acquiring Fund. In particular, each security held by each Acquired Fund is eligible to be held by the Acquiring Fund. As a result, a schedule of investments of each Acquired Fund modified to show the effects of the change is not required and is not included. Notwithstanding the foregoing, following the Reorganizations, changes to the Acquiring Fund’s portfolio are expected to be made.

Additionally, there are no material differences in the valuation, tax and accounting policies of the Acquired Funds as compared to those of the Acquiring Fund.

24

PART C
(Delaware Investments^® National Municipal Income Fund)
N-14

OTHER INFORMATION

Item 15.	Indemnification.
	Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to Trustees, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer, or controlling person or the Registrant and the principal underwriter in connection with the successful defense of any action, suit or proceeding) is asserted against the Registrant by such Trustee, officer or controlling person or Invesco Distributors in connection with the Shares being registered, such indemnification by it is against public policy, as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
Item 16.	Exhibits. The following exhibits are incorporated by reference to the Registrant’s previously filed registration statements on Form N-14 indicated below, except as noted:
	(1)	Copies of the charter of the Registrant as now in effect;
		(a)	Restated and Amended Declaration of Trust (February 14, 1993) for the Registrant (formerly, Voyageur Florida Insured Municipal Income Fund) incorporated into this filing by reference to the Registration Statement on Form N-14 (File No. 333-172578) filed on March 2, 2011.
			(i)	Amendment No. 1 (December 1, 2001) to Restated and Amended Declaration of Trust for the Registrant (formerly, Voyageur Florida Insured Municipal Income Fund) incorporated into this filing by reference to the Registration Statement on Form N-14 (File No. 333-172578) filed on March 2, 2011.
			(ii)	Amendment (June 22, 2004) to the Restated and Amended Declaration of Trust for the Registrant (formerly, Voyageur Florida Insured Municipal Income Fund) incorporated into this filing by reference to the Registration Statement on Form N-14 (File No. 333-172578) filed on March 2, 2011.
			(iii)	Amendment (December 9, 2004) to the Restated and Amended Declaration of Trust for the Registrant (formerly, Voyageur Florida Insured Municipal Income Fund) incorporated into this filing by reference to the Registration Statement on Form N-14 (File No. 333-172578) filed on March 2, 2011.
			(iv)	Executed Amendment (October 12, 2007) to the Restated and Amended Declaration of Trust for the Registrant incorporated into this filing by reference to the Registration Statement on Form N-14 (File No. 333-172578) filed on March 2, 2011.
	(2)	Copies of the existing By-Laws or corresponding instruments of the Registrant;
		(a)	Amended and Restated By-Laws (October 15, 2007) incorporated into this filing by reference to the Registration Statement on Form N-14 (File No. 333-172578) filed on March 2, 2011
			(i)	Executed Amendment (January 16, 2019) to the Amended and Restated By-Laws attached as Exhibit No. EX-99.2.a.i.
	(3)	Copies of any voting trust agreement affecting more than 5 percent of any class of equity securities of the Registrant;
		Not applicable.

	(4)	Copies of the agreement of acquisition, reorganization, merger, liquidation and any amendments to it;
			(a)	Form of Agreement and Plan of Acquisition is filed herewith as Exhibit A to the Prospectus/Information Statement.
	(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;
		None other than those contained in Exhibits (1) and (2).
	(6)	Copies of all investment advisory contracts relating to the management of the assets of the Registrant;
		(a)			Investment Management Agreement (January 4, 2010) between Delaware Management Company (a series of Macquarie Investment Management Business Trust) and the Registrant incorporated into this filing by reference to Exhibit 77.Q.1(e) of the Fund’s Form NSAR-B, filed on May 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;
		Not applicable.
	(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;
		Not applicable.
	(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)			Mutual Fund Custody and Services Agreement with The Bank of New York Mellon (formerly, Mellon Bank, N.A.) dated July 20, 2007 attached as Exhibit No. EX-99.9.a.
					(i)	Executed Amendment (January 1, 2014) to Mutual Fund Custody and Services Agreement attached as Exhibit No. EX-99.9.a.i.
					(ii)	Executed Amendment No. 2 (July 1, 2017) to Mutual Fund Custody and Services Agreement attached as Exhibit No. EX-99.9.a.ii.
					(iii)	Executed Amendment No. 4 (July 19, 2019) to Mutual Fund Custody and Services Agreement attached as Exhibit No. EX-99.a.iii.
	(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;
		Not applicable.
(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 non-assessable;
		(a)			Opinion and Consent of Counsel to be filed by Amendment.
(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)	Opinion and Consent of Counsel regarding tax matters to be filed by Amendment.
	(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)	Transfer Agent Services Agreement (December 8, 2000) between Mellon Investor Services LLC and the Registrant (formerly, Voyageur Florida Insured Municipal Income Fund) incorporated into this filing by reference to the Fund’s Registration Statement on Form N-14 (File No. 333-172578) filed on March 2, 2011.
		(b)	Executed Amended and Restated Fund Accounting and Financial Administration Services Agreement (January 1, 2014) between The Bank of New York Mellon and the Registrant attached as Exhibit No. EX-99.13.b.
			(i)	Executed Amendment No. 1 (July 1, 2017) to Amended and Restated Fund Accounting and Financial Administration Services Agreement attached as Exhibit No. EX-99.13.b.i.
		(c)	Executed Amended and Restated Fund Accounting and Financial Administration Oversight Agreement (January 1, 2014) between Delaware Service Company, Inc. and the Registrant attached as Exhibit No. EX-99.13.c.
			(i)	Executed Assignment and Assumption Agreement (November 1, 2014) between Delaware Service Company, Inc. and Delaware Investments Fund Services Company relating to the Oversight Agreement attached as Exhibit No. EX-99.13.c.i.
			(ii)	Executed Amendment No. 1 (September 1, 2017) to Amended and Restated Fund Accounting and Financial Administration Oversight Agreement attached as Exhibit No. EX-99.13.c.ii.
	(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 to be filed by Amendment.
	(15)	All financial statements omitted pursuant to Item 14(a)(1);
		Not applicable.
	(16)	Manually signed copies of any power of attorney pursuant to which the name of any person has been signed to the registration statement; and
		(a)	Powers of Attorney (July 2021) attached as Exhibit No. EX-99.16.a.
	(17)	Any additional exhibits which the Registrant may wish to file.
		(a)	Code of Ethics for Macquarie Investment Management, Delaware Funds® by Macquarie and Optimum Fund Trust (September 8, 2020) attached as Exhibit No. EX-99.17.a.
Item 17.	Undertakings.
	(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.

SIGNATURES

As required by the Securities Act of 1933, this Registration Statement has been signed on behalf of the Registrant, in the City of Philadelphia and Commonwealth of Pennsylvania, on this 12th day of August, 2021.

DELAWARE INVESTMENTS NATIONAL MUNICIPAL INCOME FUND
By:	/s/ Richard Salus
	Richard Salus Senior Vice President/Chief Financial Officer

As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature		Title	Date
Shawn K. Lytle	*	President/Chief Executive Officer	August 12, 2021
Shawn K. Lytle		(Principal Executive Officer) and Trustee
Jerome D. Abernathy	*	Trustee	August 12, 2021
Jerome D. Abernathy
Thomas L. Bennett	*	Chair and Trustee	August 12, 2021
Thomas L. Bennett
Ann D. Borowiec	*	Trustee	August 12, 2021
Ann D. Borowiec
Joseph W. Chow	*	Trustee	August 12, 2021
Joseph W. Chow
H. Jeffrey Dobbs	*	Trustee	August 12, 2021
H. Jeffrey Dobbs
John A. Fry	*	Trustee	August 12, 2021
John A. Fry
Joseph Harroz, Jr.	*	Trustee	August 12, 2021
Joseph Harroz, Jr.

Sandra A.J. Lawrence	*	Trustee	August 12, 2021
Sandra A.J. Lawrence
Frances A. Sevilla-Sacasa	*	Trustee	August 12, 2021
Frances A. Sevilla-Sacasa
Thomas K. Whitford	*	Trustee	August 12, 2021
Thomas K. Whitford
Christianna Wood	*	Trustee	August 12, 2021
Christianna Wood
Janet L. Yeomans	*	Trustee	August 12, 2021
Janet L. Yeomans
/s/ Richard Salus		Senior Vice President/Chief Financial Officer	August 12, 2021
Richard Salus		(Principal Financial Officer)

                                                                                                                *By: /s/ Richard Salus
Richard Salus
as Attorney-in-Fact for each of the persons indicated
(Pursuant to Powers of Attorney filed herewith)

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

EXHIBITS
TO
FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

INDEX TO EXHIBITS
(Delaware Investments National Municipal Income Fund N-14)

Exhibit No.	Exhibit
EX-99.2.a.i	Executed Amendment (January 16, 2019) to the Amended and Restated By-Laws
EX-99.9.a	Mutual Fund Custody and Services Agreement with The Bank of New York Mellon (formerly, Mellon Bank, N.A.) dated July 20, 2007
EX-99.9.a.i	Executed Amendment (January 1, 2014) to Mutual Fund Custody and Services Agreement
EX-99.9.a.ii	Executed Amendment No. 2 (July 1, 2017) to Mutual Fund Custody and Services Agreement
EX-99.9.a.iii	Executed Amendment No. 4 (July 19, 2019) to Mutual Fund Custody and Services Agreement
EX-99.13.b	Executed Amended and Restated Fund Accounting and Financial Administration Services Agreement (January 1, 2014) between The Bank of New York Mellon and the Registrant
EX-99.13.b.i	Executed Amendment No. 1 (July 1, 2017) to Amended and Restated Fund Accounting and Financial Administration Services Agreement
EX-99.13.c	Executed Amended and Restated Fund Accounting and Financial Administration Oversight Agreement (January 1, 2014) between Delaware Service Company, Inc. and the Registrant
EX-99.13.c.i	Executed Assignment and Assumption Agreement (November 1, 2014) between Delaware Service Company, Inc. and Delaware Investments Fund Services Company relating to the Oversight Agreement
EX-99.13.c.ii	Executed Amendment No. 1 (September 1, 2017) to Amended and Restated Fund Accounting and Financial Administration Oversight Agreement
EX-99.16.a	Powers of Attorney (July 2021)
EX-99.17.a	Code of Ethics for Macquarie Investment Management, Delaware Funds® by Macquarie and Optimum Fund Trust (September 8, 2020)

EX-99.2 BYLAWS

EX-99.2.a.i

Amendment Dated January 16, 2019
to the Amended and Restated By-Laws of
Delaware Investments National Municipal Income Fund
Dated October 15, 2007

WHEREAS, Article X, Section 1 of the Amended and Restated By-Laws provides that the Amended and Restated By-Laws may be amended by the Board of Trustees (the “Board”); and

WHEREAS, by resolution dated November 15, 2018, the Board authorized the Amended and Restated By-Laws to be amended as set forth below.

NOW, THEREFORE, the Amended and Restated By-Laws are hereby amended as follows:

Article II, Section 2 is replaced in its entirety as follows:

Section 2.

(a) ANNUAL MEETINGS.  An “annual meeting” of shareholders means any meeting of shareholders called for the purpose of electing trustees of the Trust and transacting any other business within the Trust’s powers, provided that only one annual meeting may be held during a calendar year.  An annual meeting of the shareholders may be called at any time by the Board of Trustees, chairperson of the Board of Trustees, or president of the Trust (as defined under Section 1 of Article V herein), at a time and date fixed by such person calling the meeting. To be properly brought before an annual meeting of shareholders, business must be specified in the notice of meeting (i) given by or at the direction of the Board of Trustees, or (ii) otherwise properly brought before the meeting by a shareholder pursuant to and in accordance with Section 12 of these By-Laws. In the event an annual meeting is not held at the time fixed in accordance with these By-laws or the time for an annual meeting is not fixed in accordance with these By-laws to be held within thirteen (13) months after the most recent annual meeting, the Trust may designate a special meeting held thereafter as a special meeting in lieu of an annual meeting, and the meeting shall have the effect of an annual meeting.

(b) SPECIAL MEETINGS. A “special meeting” of shareholders (i.e., any meeting of shareholders that is not an annual meeting) may be called at any time (i) by the Board of Trustees, the chairperson of the Board of Trustees, or the President, for the purpose of taking action upon any matter deemed by the Board of Trustees to be necessary or desirable; or (ii) upon the written request of the holders of at least 40% of the shares entitled to vote at such meeting or such lesser percentage as shall constitute the maximum percentage required by law for this purpose at any time at which the Trust shall have a class of voting stock registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or at which the Trust is registered as an investment company under the Investment Company Act of 1940, as amended. A written shareholder request for a special meeting shall state the purpose of the meeting and the matters proposed to be acted on at the meeting.  Upon receipt of a written request from shareholders entitled to call a special meeting, the secretary of the Trust shall notify each shareholder entitled to notice of the meeting.  The Board of Trustees shall have the sole power to fix: (i) the record date for determining shareholders entitled to request a special meeting of the shareholders and the record date for determining shareholders entitled to notice of and to vote at the special meeting; and (ii) the date, time, and place, if any, and the means of remote communication, if any, by which shareholders and proxy holders may be considered present in person and may vote at the

special meeting.  No meeting shall be called upon the request of shareholders to consider any matter that is substantially the same as a matter voted upon at any meeting of the shareholders held during the preceding twelve (12) months, unless requested by the holders of a majority of all shares entitled to be voted at such meeting. To be properly brought before a special meeting of shareholders, business must be specified in the notice of meeting.

; and

Article II, Section 3 is replaced in its entirety as follows:

Section 3. NOTICE OF SHAREHOLDERS’ MEETING. All notices of meetings of shareholders shall be sent or otherwise given, in accordance with Section 4 of this Article, not less than seven (7) nor more than sixty (60) days before the date of the meeting. The notice shall specify (i) the place, date and time of the meeting, and (ii) the general nature of the business to be transacted.

; and

Article II is amended to include Sections 12 and 13 as follows:

Section 12. SHAREHOLDER PROPOSALS.

(a) Proponents.  The nominations of individuals for election to the Board of Trustees and other lawfully permissible proposals to be considered by shareholders may be presented at an annual meeting of the shareholders by properly being brought before the meeting by a Person who: (i) is either (x) a shareholder at each of the time of the giving of notice provided for in this Section 12, on the record date for the annual meeting, and at the time of the annual meeting, or (y) a Person (a “Nominee Holder”) that holds shares entitled to vote at meetings of shareholders through a nominee or “street name” holder of record and demonstrates to the Trust such indirect  ownership and entitlement to vote such shares, and is a Nominee Holder at each of the time of the giving of notice provided for in this Section 12, on the record date for the annual meeting, and at the time of the meeting (such shareholder or Nominee Holder to be referred to as a “Proponent”); and (ii) complies with the applicable notice procedures set forth in this Section 12.

(b) Shareholder Notice.  For nominations or a proposal to be properly brought before an annual meeting by a Proponent: (i) the Proponent must have given timely notice thereof in writing to the secretary of the Trust at the principal executive offices of the Trust (the “Shareholder Notice”); and (ii) the Proponent or its representative (the “Proponent Representative”) must attend the annual meeting in person and present the nominations or the proposal to be considered. To be timely, a Shareholder Notice must be made in writing and received by the secretary of the Trust by close of business not more than 150 days and not less than 120 days before the first anniversary of the date that the Trust’s proxy statement was released to shareholders in connection with the previous year’s annual meeting (the “Prior Mailing Date”).  In no event shall the adjournment of an annual meeting, or any announcement thereof, commence a new period for the giving of notice as provided in this Section.

(c) Other Annual Meeting Date.  If and only if the annual meeting is not scheduled to be held within a period that commences thirty (30) days before the first anniversary of the prior year’s annual meeting (the “Prior Annual Meeting Date”) and ends thirty (30) days after the first anniversary of the Prior Annual Meeting Date (an annual meeting date outside such period being referred to as an “Other Annual Meeting Date”), such Shareholder Notice shall be considered timely hereunder if given in the manner provided herein by the later of the close of business on (i)

the date 120 days before the first anniversary of the Prior Mailing Date, or (ii) the 10th day following the date such Other Annual Meeting Date is first publicly announced or disclosed; provided, however, that if the Other Annual Meeting Date was disclosed in the proxy statement for the prior year’s annual meeting, then the dates for receipt of the Shareholder Notice shall be calculated in accordance with Section 12(b) above based on such Other Annual Meeting Date and disclosed in the proxy statement for the prior year’s annual meeting.

(d) Change in Board Seats.  Notwithstanding anything in these By-laws to the contrary, in the event that the number of Trustees to be elected to the Board of Trustees of the Trust is increased, and either all of the nominees for Trustee or the size of the increased Board of Trustees are not publicly announced or disclosed by the Trust at least 150 days prior to the first anniversary of the Prior Mailing Date, a Shareholder Notice shall be considered timely hereunder, but only with respect to nominees for any new positions created by such increase, if given in the manner provided herein by the later of the close of business on (i) the date 120 days before the first anniversary of the Prior Mailing Date, or (ii) the 10th day following the date that all of such nominees or the size of the increased Board of Trustees shall have been publicly announced or disclosed.

(e) Nominations.  An individual may be nominated by a Proponent for election as a Trustee of the Trust only by a holder of a class of shares entitled to vote on the election of such nominee.  The Shareholder Notice given by a Proponent to the secretary of the Trust with respect to nominations for the election of Trustees shall set forth in writing: (i) the name, age, business address and, if known, residence address of each nominee proposed in such Shareholder Notice; (ii) the principal occupation or employment of each such nominee; (iii) the number of shares which are beneficially owned by each such nominee; (iv) whether the Proponent believes each nominee is or will be an “interested person” of the Trust (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)); (v) the written and signed consent of each person to be nominated, to be named as a nominee and to serve as a Trustee if elected; and (vi) all other information regarding each nominee as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the Commission had each such nominee been nominated by the Board of Trustees of the Trust. In addition, the Proponent shall promptly provide any other information reasonably requested by the Trust to determine the eligibility of such proposed nominee to serve as a Trustee of the Trust.

(f) Proposals.  To be in proper written form, a Shareholder Notice given by a Proponent to the secretary of the Trust with respect to a proposal to be brought before an annual meeting shall set forth in writing: (a) as to the matter the Proponent proposes to bring before the annual meeting, a brief description of the business desired to be brought before the annual meeting (including the text of any resolutions proposed for consideration) and the reasons for conducting such business at the annual meeting; and (b) as to the Proponent and the beneficial owner, if any, on whose behalf the proposal is being made: (i) the name and address of each such person, and of any holder of record of the Proponent’s shares as they appear on the Trust’s books; (ii) the class and number of all shares of the Trust that are owned by each such person (beneficially and of record) and owned by any holder of record of each such person’s shares, as of the date of the Shareholder Notice, and a representation that the Proponent will notify the Trust in writing of the class and number of such shares owned of record and beneficially by each such person as of the record date for the meeting not later than five business days following the later of the record date or the date notice of the record date is first publicly disclosed; (iii) any material interest of each such person, or any affiliates or associates of each such person, in such business; (iv) a description of any agreement, arrangement or understanding with respect to such business between or among each such person and any of its affiliates or associates, and any others (including their names) acting in concert with any of the foregoing, and a representation that the Proponent will notify the Trust

in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting not later than five business days following the later of the record date or the date notice of the record date is first publicly disclosed; (v) a description of any agreement, arrangement or understanding (including any derivative instruments, swaps, warrants, short positions, profit interests, options, hedging transactions, borrowed or loaned shares or other transactions) that has been entered into as of the date of the Shareholder Notice by, or on behalf of, each such person or any of its affiliates or associates, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of each such person or any of its affiliates or associates with respect to shares of the Trust, and a representation that the Proponent will notify the Trust in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting not later than five business days following the later of the record date or the date notice of the record date is first publicly disclosed; (vi) a representation that the Proponent is a holder of record or beneficial owner of shares of the Trust entitled to vote at the annual meeting and intends to appear in person or by proxy at the meeting to propose such business; (vii) a representation whether the Proponent intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Trust’s outstanding shares required to approve the proposal and/or otherwise to solicit proxies from shareholders in support of the proposal; and (viii) any other information relating to each such person or the proposal that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies by each such person with respect to the proposed business to be brought by each such person before the annual meeting pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder, had the proposal been proposed by the Board of Trustees of the Trust and included in the Trust’s proxy statement for the annual meeting.

(g) Presence at Meeting; Proponent Representative.  Notwithstanding the foregoing provisions of this Section, unless otherwise required by law, if the Proponent or a Proponent Representative does not appear at the annual meeting of shareholders of the Trust to present the nomination or proposal, then the nomination or proposal shall be disregarded and shall not be brought before the meeting, notwithstanding that proxies in respect of the nomination or proposal may have been received by the Trust.  For purposes of this Section, a Proponent Representative must be either (i) a duly authorized officer, manager or partner of the Proponent, and the Proponent Representative must deliver an incumbency certificate evidencing such position to the acting secretary at the meeting, or (ii) authorized by a writing executed by the Proponent to act as proxy for the Proponent at the meeting, and the Proponent Representative must deliver a copy of such writing to the acting secretary at the meeting.

(h) Definition of “Beneficially Owned”.  As used herein, shares “beneficially owned” shall mean all shares which a Person is deemed to beneficially own pursuant to Rules 13d-3 and 13d-5 under the Exchange Act.

(i) Definition of “Publicly Announced or Disclosed”.  For purposes of this Section, a matter shall be deemed to have been “publicly announced or disclosed” if such matter is disclosed in a press release reported by the Dow Jones News Service, Associated Press, Business Wire, or comparable national news service, or in a document publicly filed by the Trust with the Commission.

Section 13. CONDUCT OF SHAREHOLDER MEETINGS.

(a) Chairperson and Secretary of the Meeting.  The president, any vice president, or other officer of the Trust so designated by the president or any vice president, shall act as chairperson and preside over a meeting of shareholders.  The secretary or an assistant secretary of the Trust, or an individual appointed by the chairperson of the meeting, shall act as secretary of the meeting.

(b) Powers of the Chairperson.  The order of business, the time of opening and closing the polls for each matter upon which shareholders will vote, and all other matters of conduct or procedure at any meeting of shareholders shall be determined by the chairperson of the meeting, and any such determination shall be conclusive and binding upon the meeting for all purposes.  The chairperson shall have the power and duty to determine whether notice of nominees and other proposals to be brought before a meeting has been duly given in the manner provided in this Article, or whether any such nomination or proposal has properly come before the meeting in accordance with the Trust’s governing instruments and/or applicable law, and if not so given or brought, shall direct and declare at the meeting that such nominees or other proposals are out of order and/or shall not be considered.  Unless otherwise determined by the chairperson, meetings of shareholders shall not be required to be held in accordance with any rules of parliamentary procedure.

(c) Rules of Conduct.  Except to the extent inconsistent with any resolutions, rules, regulations or procedures adopted by the Board of Trustees, the chairperson of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairperson, are necessary, desirable or appropriate for the proper conduct of the meeting, including, without limitation: (i) restricting admission to the time set for the commencement of the meeting; (ii) limiting attendance at the meeting to shareholders of record or Nominee Holders as of the record date of the meeting, their duly authorized proxies, Proponent Representatives, and other such individuals as the chairperson of the meeting may determine; (iii) limiting participation at the meeting on any matter to shareholders or Nominee Holders entitled to vote on such matter, their duly authorized proxies, Proponent Representatives, and other such individuals as the chairperson of the meeting may determine; (iv) limiting the time allotted to questions or comments by participants; (v) determining when the polls should be opened and closed; (vi) maintaining order and security at the meeting; (vii) removing any shareholder, Nominee Holders, Proponent Representatives, or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairperson of the meeting; and (viii) concluding, recessing, or adjourning the meeting.

(d) Except as otherwise required by law, nothing in this Section 13 shall obligate the Trust or the Board of Trustees to include in any proxy statement or other shareholder communication distributed on behalf of the Trust or the Board of Trustees information with respect to any nominee for Trustee submitted by a shareholder.

Adopted and approved as of January 16, 2019 pursuant to authority delegated by the Board.

/s/ David F. Connor

David F. Connor

Secretary

EX-99.9 CUST CONTRCT

EX-99.9.a

MUTUAL FUND CUSTODY AND

SERVICES AGREEMENT

THIS AGREEMENT, effective as of the 20^th day of July, 2007, and is by and between each investment company listed on Appendix D (referred to herein individually as the “Fund” and collectively, as the “Funds”) and MELLON BANK, N.A. (referred to herein as the “Custodian”) a national banking association with its principal place of business atOne Mellon Center, 500 Grant Street, Pittsburgh, Pennsylvania  15258.  As a matter of administrative convenience, this Agreement is entered into by and between the Custodian and multiple Funds, each on behalf of their respective Series (as hereinafter defined).  Nevertheless, this Agreement shall be construed to constitute a separate Agreement between each such Fund, on behalf of its Series, and the Custodian.  As such, the term Fund is used in the singular herein.

W I T N E S S E T H:

WHEREAS, the Fund is authorized to issue shares in separate series with each such series representing interests in a separate portfolio of securities and other assets, and the Fund has made the Series listed on Appendix D subject to this Agreement (each such series, together with all other series subsequently established by the Fund and made subject to the Agreement in accordance with the terms hereof, shall be referred to as a “Series” and collectively as the “Series”);

WHEREAS, the Fund and the Custodian desire to set forth their agreement with respect to the custody of the Series’ Securities and cash and the processing of Securities transactions;

WHEREAS, the Board desires to delegate certain of its responsibilities for performing the services set forth in paragraphs (c)(1), (c)(2) and (c)(3) of Rule 17f-5 to the Custodian as a Foreign Custody Manager;

WHEREAS, the Custodian agrees to accept such delegation with respect to Assets; and

WHEREAS, the Custodian agrees to perform the function of a Primary Custodian under Rule 17f-7;

NOW THEREFORE, the Fund and the Custodian agree as follows:

DEFINITIONS

The following words and phrases, unless the context requires otherwise, shall have the following meanings:

1.“Act”: the Investment Company Act of 1940 and the Rules and Regulations thereunder, all as amended from time to time.

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2.“Agreement”: this agreement and any amendments.

3.“Assets”: any Securities and other assets and investments of the Fund and/or Series, including foreign currencies and investments for which the primary market is outside the United States, and such cash and cash equivalents as are reasonably necessary to effect the Fund’s and/or Series’ transactions in such investments.

4.“Authorized Person”: any person, whether or not any such person is an officer or employee of the Fund, duly authorized by the Fund to add or delete jurisdictions pursuant to Article II and to give Instructions on behalf of a Series which is listed in the Certificate annexed hereto as Appendix A or such other Certificate as may be received by the Custodian from time to time.

5.“Board”: the Board of Directors/Trustees (or the body authorized to exercise authority similar to that of the board of directors of a corporation) of the Fund.

6.“Book-Entry System”: the Federal Reserve/Treasury book-entry system for United States and federal agency Securities, its successor or successors and its nominee or nominees.

7.“Business Day”: any day on which the Series, the Custodian, the Book-Entry System and appropriate clearing corporation(s) are open for business.

8.“Certificate”: any notice, instruction or other instrument in writing, authorized or required by this Agreement to be given to the Custodian, which is actually received by the Custodian and signed on behalf of a Series by an Authorized Person or Persons designated by the Board to issue a Certificate.

9.“Eligible Securities Depository”: the meaning of the term set forth in Rule 17f-7(b)(1).

10.             “Foreign Countries”:  the jurisdictions listed on Appendix C for which the Custodian makes available Foreign Custodians, as such list may be amended from time to time in accordance with Article II.

11.“Foreign Custodian”: (a) a banking institution or trust company incorporated or organized under the laws of a country other than the United States, that is regulated as such by the country’s government or an agency of the country’s government; (b) a majority-owned direct or indirect subsidiary of a U.S. Bank or bank-holding company; or (c) any entity, other than a Securities Depository, with respect to which exemptive or no-action relief has been granted by the Securities and Exchange Commission to act as an eligible foreign custodian under Rule 17f-5.  For the avoidance of doubt, the term “Foreign Custodian” shall not include Euroclear, Clearstream, Bank One or any other transnational system for the central handling of securities or equivalent book-entries regardless of whether or not such entities or their service providers are acting in a custodial capacity with respect to Assets, Securities or other property of the Series.

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12.“Foreign Custody Manager”: the meaning set forth in Rule 17f-5(a)(3).

13.“Instructions”: (i) all directions to the Custodian from an Authorized Person pursuant to the terms of this Agreement; (ii) all directions by or on behalf of the Fund to the Custodian in its corporate capacity (or any of its affiliates) with respect to contracts for foreign exchange; (iii) all directions by or on behalf of the Fund pursuant to an agreement with Custodian (or any of its affiliates) with respect to benefit disbursement services or information or transactional services provided via a web site sponsored by the Custodian (or any of its affiliates) (e.g., the “Workbench web site”) and (iv) all directions by or on behalf of the Fund pursuant to any other agreement or procedure between the Custodian (or any of its affiliates) and the Fund, if such agreement or procedure specifically provides that authorized persons thereunder are deemed to be authorized to give instructions under this Agreement.  Instructions shall be in writing, transmitted by first class mail, overnight delivery, private courier, facsimile, or shall be an electronic transmission subject to the Custodian’s policies and procedures, other institutional delivery systems or trade matching utilities as directed by an Authorized Person and supported by the Custodian, or other methods agreed upon in writing by the Fund and Custodian.  The Custodian may, in its discretion, accept oral directions and instructions from an Authorized Person and may require confirmation in writing.  However, where the Custodian acts on an oral direction prior to receipt of a written confirmation, the Custodian shall not be liable if a subsequent written confirmation fails to conform to the oral direction.

14.“Primary Custodian”: the meaning set forth in Rule 17f-7(b)(2).

15.“Prospectus”: a Series' current registration statement, including the prospectus and statement of additional information, relating to the registration of the Shares under the Securities Act of 1933, as amended, and the Act.

16.“Risk Analysis”: the analysis required under Rule 17f-7(a)(1)(i)(A).

17.“Rules 17f-4, 17f-5 and 17f-7”: such Rules as promulgated under Section 17(f) of the Act, as such rules  (and any successor rules or regulations) may be amended from time to time.

18.“Security” or “Securities”: bonds, debentures, notes, stocks, shares, evidences of indebtedness, and other securities, commodities, interests  and investments from time to time owned by the Series.

19.“Securities Depository”: a system for the central handling of securities as defined in Rule 17f-4.

20. “Shares”: shares of each Series, however designated.

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ARTICLE I.– CUSTODY PROVISIONS

1.Appointment of Custodian.  The Board appoints the Custodian, and the Custodian accepts appointment, as custodian of all the Assets at the time owned by or in the possession of the Series during the period of this Agreement.  The Board shall not appoint any other custodian for any Assets of any Series during the Initial Term.

2.Custody of Cash and Securities.

a.Receipt and Holding of Assets.  The Series will deliver or cause to be delivered to the Custodian all Assets owned by it at any time during the period of this Custody Agreement.  The Custodian will not be responsible for such Assets until actually received.  The Board specifically authorizes the Custodian to hold Assets or other property of the Series with any domestic subcustodian or Securities Depository, and Foreign Custodians or Eligible Securities Depositories in the Foreign Countries as provided in Article II, as may be directed by the Fund or its investment adviser or subadviser, as the case may be.  Assets of the Series deposited in a Securities Depository or Eligible Securities Depositories will be reflected in an account or accounts which include only assets held by the Custodian or a Foreign Custodian for its customers.

b.Disbursements of Cash and Delivery of Securities.  The Custodian shall disburse cash or deliver out Securities only for the purposes listed below.  Instructions must specify or evidence the purpose for which any transaction is to be made and the Series shall be solely responsible to assure that Instructions are in accord with any limitations or restrictions applicable to the Series:

(1)In payment for Securities purchased for the applicable Series;

(2)In payment of dividends or distributions with respect to Shares;

(3)In payment for Shares which have been redeemed by the applicable Series;

(4)In payment of taxes;

(5)When Securities are sold, called, redeemed, retired, or otherwise become payable;

(6)In exchange for, or upon conversion into, other securities alone or other securities and cash pursuant to any plan or merger, consolidation, reorganization, recapitalization, readjustment or other similar transactions;

(7)Upon conversion of Securities pursuant to their terms into other securities;

(8)Upon exercise of subscription, purchase or other similar rights

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represented by Securities;

(9)For the payment of interest, management or supervisory fees, distributions or operating expenses;

(10)            In payment of fees and in reimbursement of the expenses and liabilities of the Custodian attributable to the applicable Series;

(11)            In connection with any borrowings by the applicable Series or short sales of securities requiring a pledge of Assets, but only against receipt of amounts borrowed;

(12)            In connection with any loans, but only against receipt of adequate collateral as specified in Instructions which shall reflect any restrictions applicable to the Series;

(13)            For the purpose of redeeming Shares of the capital stock of the applicable Series and the delivery to, or the crediting to the account of, the Custodian or the applicable Series’ transfer agent, such Shares to be purchased or redeemed;

(14)            For the purpose of redeeming in kind Shares of the applicable Series against delivery to the Custodian, its subcustodian or the Series’ transfer agent of such Shares to be so redeemed;

(15)            For delivery in accordance with the provisions of any agreement among the Fund, the Custodian and a broker-dealer registered under the Securities Exchange Act of 1934 (the “Exchange Act”) and a member of The National Association of Securities Dealers, Inc. (“NASD”), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Fund.  The Custodian will act only in accordance with Instructions in the delivery of Securities to be held in escrow and will have no responsibility or liability for any such Securities which are not returned promptly when due other than to make proper requests for such return;

(16)             For spot or forward foreign exchange transactions to facilitate security trading, receipt of income from Securities or related transactions;

(17)             Upon the termination of this Agreement;

(18)             In connection with non-certificated investments including, but not limited to: deposit obligations, repurchase agreements, and swap transactions, loan participations, options and futures transactions and other derivative investments;

(19)             For other proper purposes as may be specified in Instructions issued by an Authorized Person of the Fund which shall include a statement of the purpose for which the delivery or payment is to be made, the amount of the payment or

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specific Assets to be delivered, the name of the person or persons to whom delivery or payment is to be made, and a Certificate stating that the purpose is a proper purpose under the instruments governing the Fund; and

(20)               For delivery of Assets of the Fund as set forth under Article I, Section 7.

c.Actions Which May be Taken Without Instructions.  Unless an Instruction to the contrary is received, the Custodian shall:

(1)Collect all income due or payable, provided that the Custodian shall not be responsible for the failure to receive payment of (or late payment of) distributions or other payments with respect to Assets held in the account;

(2)Present for payment and collect the amount payable upon all Assets which may mature or be called, redeemed, retired or otherwise become payable.  Notwithstanding the foregoing, the Custodian shall have no responsibility to the Series for monitoring or ascertaining any call, redemption or retirement dates with respect to put bonds or similar instruments which are owned by the Series and held by the Custodian or its nominees where such dates are not published in sources routinely used by the Custodian.  Nor shall the Custodian have any responsibility or liability to the Series for any loss by the Series for any missed payments or other defaults resulting therefrom, unless the Custodian received timely notification from the Series specifying the time, place and manner for the presentment of any such put bond owned by the Series and held by the Custodian or its nominee.  The Custodian shall not be responsible and assumes no liability for the accuracy or completeness of any notification the Custodian may furnish to the Series with respect to put bonds or similar instruments;

(3)Surrender Securities in temporary form for definitive Securities;

(4)Hold directly, or through a Securities Depository with respect to Securities therein deposited, for the account of the applicable Series all rights and similar Securities issued with respect to any Securities held by the Custodian hereunder for that Series;

(5)Submit or cause to be submitted to the applicable Series or its investment advisor as designated by the Fund information actually received by the Custodian regarding ownership rights, including proxies pertaining to Assets held for the applicable Series;

(6)Deliver or cause to be delivered any Securities held for the applicable Series in exchange for other Securities or cash issued or paid in connection with the liquidation, reorganization, refinancing, merger, consolidation or recapitalization of any corporation, or the exercise of any conversion privilege;

(7)Deliver or cause to be delivered any Securities held for the applicable Series to any protective committee, reorganization committee or other person

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in connection with the reorganization, refinancing, merger, consolidation or recapitalization or sale of assets of any corporation, and receive and hold under the terms of this Agreement such certificates of deposit, interim receipts or other instruments or documents as may be issued to it to evidence such delivery;

(8)Make or cause to be made such transfers or exchanges of the Assets specifically allocated to the applicable Series and take such other steps as shall be stated in Instructions to be for the purpose of effectuating any duly authorized plan of liquidation, reorganization, merger, consolidation or recapitalization of the applicable Series;

(9)Deliver Securities upon the receipt of payment in connection with any repurchase agreement related to such Securities entered into by the Series;

(10)             Deliver Securities owned by the applicable Series to the issuer thereof or its agent when such Securities are called, redeemed, retired or otherwise become payable; provided, however, that in any such case the cash or other consideration is to be delivered to the Custodian.  Notwithstanding the foregoing, the Custodian shall have no responsibility to the Series for monitoring or ascertaining any call, redemption or retirement dates with respect to the put bonds or similar instruments which are owned by the Series and held by the Custodian or its nominee where such dates are not published in sources routinely used by the Custodian.  Nor shall the Custodian have any responsibility or liability to the Series for any loss by the Series for any missed payment or other default resulting therefrom unless the Custodian received timely notification from the Series specifying the time, place and manner for the presentment of any such put bond owned by the Series and held by the Custodian or its nominee.  The Custodian shall not be responsible and assumes no liability to the Series for the accuracy or completeness of any notification the Custodian may furnish to the applicable Series with respect to put bonds or similar investments but shall provide the Fund with information concerning such notices received;

(11)             Endorse and collect all checks, drafts or other orders for the payment of money received by the Custodian for the account of the applicable Series;

(12)            Report the Asset positions of a Series as of such dates as the Fund and the Custodian may agree upon, in accordance with methods consistently followed and uniformly applied.  It is hereby expressly acknowledged and agreed that any Asset values that may be reflected in any such report shall be furnished by the Custodian solely on an accommodation basis and is provided to or for the benefit of the Fund (or the Fund’s service provider or agent) as general information and is not intended to be a comprehensive summary or report of the value of the Assets comprising a Series.  No representation is made by the Custodian as to the accuracy or completeness of any such values.  The Custodian does not undertake any duty or responsibility to notify or otherwise provide any updates or other revisions with respect to any such values.  It is hereby further expressly acknowledged and agreed that the Custodian shall not be liable

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for any loss, cost, damage, expense, liability or claim directly or indirectly relating to any such values reflected on any such report for a Series provided by the Custodian; and

(13)                Execute any and all documents, agreements or other instruments and take all actions as may be necessary or desirable for the accomplishment of the purposes of this Agreement.

d.Confirmation and Statements.  Promptly after the close of business on each Business Day, the Custodian shall furnish each Series with confirmations and a summary of all transfers to or from the account of the Series during such Business Day.  Where Securities purchased by a Series are in a fungible bulk of securities registered in the name of the Custodian (or its nominee) or shown on the Custodian's account on the books of a Securities Depository, the Custodian shall by book-entry or otherwise identify the quantity of those securities belonging to that Series.  At least monthly, the Custodian shall furnish each Series with a detailed statement of the Securities and other Assets held for the Series under this Custody Agreement.

e.Registration of Securities.  The Custodian is authorized to hold all Securities, Assets, or other property of each Series in nominee name, in bearer form or in book-entry form.  The Custodian may register any Securities, Assets or other property of each Series in the name of the Fund or the Series, in the name of the Custodian, any domestic subcustodian or Foreign Custodian, in the name of any duly appointed registered nominee of such entity, or in the name of a Securities Depository or its successor or successors, or its nominee or nominees.  The Fund agrees to furnish to the Custodian appropriate instruments to enable the Custodian to hold or deliver in proper form for transfer, or to register in the name of its registered nominee or in the name of a domestic subcustodian, Foreign Custodian or Securities Depository, any Securities which the Custodian may hold for the account of the applicable Series and which may from time to time be registered in the name of the Fund or the applicable Series.

f.Reporting and Recordkeeping.  The ownership of the property whether securities, cash and/or other property, and whether held by the Custodian or a subcustodian or in a depository, clearing agency or clearing system, shall be clearly recorded on the Custodian's books as belonging to the Series and not for the Custodian's own interest.  Where certificates are legended or otherwise not fungible with publicly traded certificates (and in other cases where the Custodian and the Series may agree), the Series reserves the right to instruct the Custodian as to the name only in which such securities shall be registered and the Custodian, to the extent reasonably practicable, shall comply with such Instructions; provided, however, if the Custodian reasonably determines that compliance with such Instructions is not reasonably practicable or otherwise may conflict with applicable law, rule or regulation, the Custodian shall promptly notify the Series and shall comply with reasonable alternatives as to which the parties may agree.  The Custodian shall keep accurate and detailed accounts of all investments, receipts, disbursements and other transactions for the Series.  All accounts, books and records of the Custodian relating thereto shall be open to inspection and audit at all reasonable times during normal business hours of the Custodian by any person

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designated by the Series.  All such books, records and accounts shall be maintained and preserved in the form reasonably requested by the Series and in accordance with the Act and the Rules and Regulations thereunder, including, without limitation, Section 31 thereof and Rule 31a-1 and 31a-2 thereunder.  All books, records and accounts pertaining to the Series, which are in the possession of the Custodian, shall be the property of the Fund and such materials or (unless the delivery of original materials is required pursuant to applicable law) legible copies thereof in a format reasonably acceptable to the Fund, shall be surrendered promptly upon request; provided, however, that the Custodian shall be entitled to retain a copy or the original of any such books, records and accounts as may be required or permitted by applicable law and the Custodian's own policies and procedures.  The Custodian will supply to the Series from time to time, as mutually agreed upon, a statement in respect to any property of the Series held by the Custodian or by a subcustodian.

g.Segregated Accounts.  Upon receipt of Instructions, the Custodian will, from time to time establish, segregated accounts on behalf of the applicable Series to hold and deal with specified Assets as shall be directed.

3.Settlement of Series Transactions.

a.Customary Practices.  Settlement of transactions may be effected in accordance with trading and processing practices customary in the jurisdiction or market where the transaction occurs.  The Fund acknowledges that this may, in certain circumstances, require the delivery of Assets without the concurrent receipt of Securities (or other property) or cash.  In such circumstances, the Custodian shall have no responsibility for nonreceipt of payments (or late payment) or nondelivery of Securities or other property (or late delivery) by the counterparty.

b.Contractual Income.  The Custodian shall credit the applicable Series, in accordance with the Custodian’s standard operating procedure, with income and maturity proceeds on Securities on the contractual payment dates net of any taxes or upon actual receipt.  To the extent the Custodian credits income on contractual payment date, the Custodian may reverse such accounting entries to the contractual payment date if the Custodian reasonably believes that such amount will not be received.

c.Contractual Settlement.  The Custodian will attend to the settlement of Securities transactions in accordance with the Custodian’s standard operating procedure, on the basis of either contractual settlement date accounting or actual settlement date accounting.  To the extent the Custodian settles certain Securities transactions on the basis of contractual settlement date accounting, the Custodian may reverse to the contractual settlement date any entry relating to such contractual settlement if the Custodian reasonably believes that such amount will not be received.

4.Lending of Securities.  The Custodian may lend the Assets of the Series in accordance with the terms and conditions of one or more separate securities lending agreements, approved by the Fund.

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5.Persons Having Access to Assets of the Series.

a.No trustee or agent of the Fund, and no officer, director, employee or agent of the Fund's investment adviser, of any sub-investment adviser of the Fund, or of the Fund's administrator, shall have physical access to the assets of the Series held by the Custodian or be authorized or permitted to withdraw any investments of the Series, nor shall the Custodian deliver any Assets of the Series to any such person.  No officer, director, employee or agent of the Custodian who holds any similar position  with the Fund's investment adviser, with any sub-investment adviser of the Fund or with the Fund's administrator shall have access to the Assets of the Series.

b.Nothing in this Section 5 shall prohibit any duly authorized officer, employee or agent of the Fund, or any duly authorized officer, director, employee or agent of the investment adviser, of any sub-investment adviser of the Series or of the Series’ administrator, from giving Instructions to the Custodian or executing a Certificate so long as it does not result in delivery of or access to Assets of the Series prohibited by paragraph (a) of this Section 5.

6.Standard of Care; Scope of Custodial Responsibilities.

a.Standard of Care.  The Custodian shall be required to exercise reasonable care with respect to its duties under this Agreement unless otherwise provided.

(1)Notwithstanding any other provision of this Agreement, the Custodian shall not be liable for any loss or damage, including counsel fees, resulting from its action or omission to act or otherwise, except for any such loss or damage arising out of thenegligence or willful misconduct of the Custodian or any agent, subcustodian or Foreign Custodian appointed by the Custodian.

(2)The Custodian may consult with the Custodian’s or the Fund’s counsel with respect to any matter arising in connection with this Agreement, and the Custodian shall not be liable nor accountable for any action taken or omitted by it in good faith in accordance with the advice of such counsel.  To the extent possible, the Custodian shall notify the Fund at any time the Custodian believes it needs advice of the Fund’s counsel with regard to the Custodian’s responsibilities and duties pursuant to this Agreement.  If the Custodian wishes to seek and rely on legal advice from counsel that is neither the Custodian’s counsel nor the Fund’s counsel, and the Custodian seeks to be reimbursed for the counsel fees, then the Custodian must notify and seek prior approval of the affected Fund, which shall not be unreasonably withheld.  The Custodian shall in no event be liable to a Fund or any Fund shareholder or beneficial owner for any action reasonably taken or omitted pursuant to such advice.

b.Scope of Duties.  Without limiting the generality of the foregoing, the Custodian shall be under no duty or obligation to inquire into, and shall not be liable for:

(1)The acts or omissions of any agent appointed pursuant to Instructions of the Fund or its investment advisor including, but not limited to, any

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broker-dealer or other entity to hold any Assets of the Fund as collateral or otherwise pursuant to any investment strategy.

(2)The title, genuineness or validity of the issue of any Securities purchased by the Series, the legality of the purchase thereof, or the propriety of the amount paid therefor;

(3)The legality of the sale of any Securities by the Series or the propriety of the amount for which the same are sold;

(4)The legality of the issue or sale of any Shares, or the sufficiency of the amount to be received therefor;

(5)The legality of the redemption of any Shares, or the propriety of the amount to be paid therefor;

(6)The legality of the declaration or payment of any distribution of the Series; or

(7)The legality of any borrowing for temporary administrative or emergency purposes.

c.No Liability Until Receipt.  The Custodian shall not be liable for, or considered to be the Custodian of, any money, whether or not represented by any check, draft, or other instrument for the payment of money, received by it on behalf of the Series, until the Custodian actually receives and collects such money.

d.Amounts Due from Transfer Agent.  The Custodian shall not be required to effect collection of any amount due to the Series from the Series’ transfer agent nor be required to cause payment or distribution by such transfer agent of any amount paid by the Custodian to the transfer agent.

e.Collection Where Payment Refused.  The Custodian shall not be required to take action to effect collection of any amount, if the Securities upon which such amount is payable are in default, if payment is refused after due demand or presentation, or with respect to any insolvency or similar proceeding, unless and until it shall be directed to take such action  and it shall be assured to its satisfaction of reimbursement of its related costs and expenses.

f.No Duty to Ascertain Authority.  The Custodian shall not be under any duty or obligation to ascertain whether any Assets at any time delivered to or held by it for the Series are such as may properly be held by the Series under the provisions of its governing instruments or Prospectus.

g.Reliance on  Instructions.  The Custodian shall be entitled to rely upon any Instruction, notice or other instrument in writing received by the Custodian and reasonably believed by the Custodian to be genuine and to be signed by an Authorized

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Person of the Series. Where the Custodian is issued Instructions orally, the Series acknowledge that if written confirmation is requested, the validity of the transactions or enforceability of the transactions authorized by the Series shall not be affected if such confirmation is not received or is contrary to oral Instructions given. The Custodian shall be fully protected in acting in accordance with all such Instructions and in failing to act in the absence thereof.  The Custodian shall be under no duty to question any direction of an Authorized Person with respect to the portion of the account over which such Authorized Person has authority,  to review any property held in the account, to make any suggestions with respect to the investment and reinvestment of the Assets in the account, or to evaluate or question the performance of any Authorized Person.  The Custodian shall not be responsible or liable for any diminution of value of any Assets held by the Custodian or its subcustodians pursuant to Instructions.  In following Instructions, the Custodian shall be fully protected and shall not be liable for the acts or omissions of any person or entity not selected or retained by the Custodian in its sole discretion, including but not limited to, any broker-dealer or other entity designated by the Fund or Authorized Person to hold Assets of the account as collateral or otherwise pursuant to an investment strategy.

7.Appointment of  Subcustodians; Transfer of Assets to Subcustodians or Brokers.  The Custodian is hereby authorized to appoint one or more domestic subcustodians (which may be an affiliate of the Custodian) to hold Assets at any time owned by the Series.  The Custodian is also hereby authorized, when acting pursuant to Instructions, to: 1)  place Assets with any Foreign Custodian located in a jurisdiction which is not a Foreign Country and with Euroclear, Clearstream, Banc One or any other transnational depository; and 2) settle or place Assets with a broker or any such domestic subcustodian or Foreign Custodian in connection with derivative transactions of any kind, including futures, options, short selling, swaps or other transactions.  When acting pursuant to such Instructions, the Custodian shall not be liable for the acts or omissions of any such broker, subcustodian or Foreign Custodian.

8.Overdraft Facility and Security for Payment. In the event that the Custodian receives Instructions to make payments or transfers of Assets on behalf of the Series for which there would be, at the close of business on the Business Day of such payment or transfer, insufficient monies held by the Custodian on behalf of the Series, the Custodian may, in its sole discretion, provide an overdraft (an "Overdraft") to the Series in an amount sufficient to allow the completion of such payment or transfer.  Any Overdraft provided hereunder: (a) shall be payable on the next Business Day, unless otherwise agreed by the Series and the Custodian; and (b) shall accrue interest from the date of the Overdraft to the date of payment in full by the Series at a rate agreed upon from time to time by the Custodian and the Series or, in the absence of specific agreement, by such rate as charged to other customers of the Custodian under procedures uniformly applied.  The Custodian and the Series acknowledge that the purpose of such Overdraft is to temporarily finance the purchase of Securities for prompt delivery in accordance with the terms hereof, to meet unanticipated or unusual redemptions, to allow the settlement of foreign exchange contractsor to meet other unanticipated Series expenses.  The Custodian shall promptly notify the Series (an "Overdraft Notice") of any Overdraft.  To

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secure payment of any Overdraft and related interest and expenses, the Series hereby grants to the Custodian a first priority security interest in and right of setoff against the Assets in the Series’ account, including all income, substitutions and proceeds, whether now owned or hereafter acquired (the “Collateral”), in the full amount of such Overdraft, interest and expenses; provided that the Series does not grant the Custodian a security interest in any Securities issued by an affiliate of the Custodian (as defined in Section 23A of the Federal Reserve Act).  The Custodian and the Series intend that, as the securities intermediary with respect to the Collateral, the Custodian’s security interest shall automatically be perfected when it attaches.  Should the Series fail to pay promptly any amounts owed hereunder, the Custodian shall be entitled to use available Assets in the Series’ account and to liquidate Securities in the account as necessary to meet the Series’ obligations relating to such Overdraft, interest and expenses. In any such case, and without limiting the foregoing, the Custodian shall be entitled to take such other actions(s) or exercise such other options, powers and rights as the Custodian now or hereafter has as a secured creditor under the PennsylvaniaUniform Commercial Code or any other applicable law.

9.Tax Obligations.  For purposes of this Agreement, “Tax Obligations” shall mean taxes, withholding, certification and reporting requirements, claims for exemptions or refund, interest, penalties, additions to tax and other related expenses.  To the extent that the Custodian has received relevant and necessary information with respect to the account, the Custodian shall perform the following services with respect to Tax Obligations:

a.The Custodian shall file claims for exemptions or refunds with respect to withheld foreign (non-U.S.) taxes in instances in which such claims are appropriate upon receipt of sufficient information;

b.The Custodian shall withhold appropriate amounts, as required by U.S. tax laws, with respect to amounts received on behalf of nonresident aliens upon receipt of Instructions; and

c.The Custodian shall provide to the Fund or the Authorized Person such information received by the Custodian which could, in the Custodian’s reasonable belief, assist the Fund or the Authorized Person in the submission of any reports or returns with respect to Tax Obligations.  The Fund shall inform the Custodian in writing as to which party or parties shall receive information from the Custodian.

d.The Custodian shall provide such other services with respect to Tax Obligations, including preparation and filing of tax returns and reports and payment of amounts due (to the extent funded), as requested by the Fund and agreed to by the Custodian in writing.  The Custodian shall have no independent obligation to determine the existence of any information with respect to, or the extent of, any Tax Obligations now or hereafter imposed on the Fund or the account by any taxing authority.  Except as specifically provided herein or agreed to in writing by the Custodian, the Custodian shall have no obligations or liability with respect to Tax Obligations, including, without

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limitation, any obligation to file or submit returns or reports with any state, foreign or other taxing authorities.

e.In making payments to service providers pursuant to Instructions, the Fund acknowledges that the Custodian is acting as a paying agent and not as the payor, for tax information reporting and withholding purposes.

ARTICLE II. – FOREIGN CUSTODY MANAGER SERVICES

1.Delegation.  The Board delegates to the Custodian, and the Custodian hereby agrees to accept, responsibility as the Fund’s Foreign Custody Manager for selecting, contracting with and monitoring Foreign Custodians in Foreign Countries in accordance with Rule 17f-5(c).

2.Changes to Appendix C.  Appendix C may be amended by written agreement from time to timeto add or delete jurisdictions by written agreement signed by an Authorized Person of the Fund and the Custodian, but the Custodian reserves the right to delete jurisdictions upon reasonable notice to the Series.

3.Reports to Board.  Custodian shall provide written reports notifying the Board of the placement of Assets with a particular Foreign Custodian and of any material change in a Series’ foreign custody arrangements. Such reports shall be provided to the Board quarterly, except as otherwise agreed by the Custodian and the Fund.

4.Monitoring System.  Ineach case in which the Custodian has exercised delegated authority to place Assets with a Foreign Custodian, the Custodian shall establish a system, to re-assess or re-evaluate selected Foreign Custodians, at least annually in accordance with Rule17f-5(c)(3).

5.Standard of Care.  In exercising the delegated authority under this Article II of the Agreement, the Custodian agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of the Assets would exercise in like circumstances.  Contracts with Foreign Custodians shall provide for reasonable care for Assets based on the standards applicable to Foreign Custodians in the Foreign Country.  In making this determination, the Custodian shall consider the  provisions of Rule 17f-5(c)(2).

6.Use of Securities Depositories.  In exercising its delegated authority, the Custodian may assume that the Series and its investment adviser have determined, pursuant to Rule 17f-7, that the depository provides reasonable safeguards against custody risks, if a Series decides  to place and maintain foreign Assets with any Securities Depository as to which the Custodian has provided the Fund on behalf of such Series with a Risk Analysis.

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7.Notice of Change of Subcustodians.  The Custodian shall promptly advise or provide notice to the Series of any change to its subcustodial network.

ARTICLE III.– INFORMATION SERVICES

1.Risk Analysis.The Custodian will provide the Fund on behalf of the Series with a Risk Analysis with respect to Securities Depositories operating in the Foreign Countries. If the Custodian is unable to provide a Risk Analysis with respect to a particular Securities Depository, it will notify the Fund on behalf of the Series.  Custodian shall advise whether a particular Securities Depository meets the objective standard set forth in applicable provisions of Rule 17f-7 of the Act.  If a new Securities Depository commences operation in one of the Foreign Countries, the Custodian will provide the Fund on behalf of the Series with a Risk Analysis in a reasonably practicable time after such Securities Depository becomes operational.  If a new country is added to Appendix C, the Custodian will provide the Fund on behalf of the Series with a Risk Analysis with respect to each Securities Depository in that country within a reasonably practicable time after the addition of the country to Appendix C.

2.Monitoring of Securities Depositories.  The Custodian will monitor the custody risks associated with maintaining assets with each Securities Depository for which it has provided the Fund on behalf of the Series with a Risk Analysis as required under Rule 17f-7. The Custodian will promptly notify the Fund on behalf of the Series or its investment adviser of any material change in these risks.

3.Use of Agents.The Custodian may employ agents, including, but not limited to Foreign Custodians, to perform its responsibilities under Sections 1 and 2 of this Article III.

4.Exercise of Reasonable Care  The Custodian will exercise reasonable care, prudence, and diligence in performing its responsibilities under this Article III.  With respect to the Risk Analyses provided or monitoring performed by an agent, the Custodian will exercise reasonable care in the selection of such agent, and shall be entitled to rely upon information provided by agents so selected in the performance of its duties and responsibilities under this Article III.

5.Liabilities and Warranties.  While the Custodian will take reasonable precautions to ensure that information provided is accurate, the Custodian shall have no liability with respect to information provided to it by third parties.  Due to the nature and source of information, and the necessity of relying on various information sources, most of which are external to the Custodian, the Custodian shall have no liability for direct or indirect use of such information.

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ARTICLE IV.– GENERAL PROVISIONS

1.Compensation.

a.The Fund will compensate the Custodian for its services rendered under this Agreement in accordance with the fees set forth on Appendix E (the “Fees”), which schedule may be modified by the Custodian after the Initial Term upon not less than sixty days prior written notice to, and the consent of, the Fund.  Any undisputed Fees not paid within sixty (60) days of the invoice date will be subject to a late charge equal to 1.5% of the Fees remaining unpaid.  Additional charges of 1.5% per month will accrue and be owing on such undisputed and unpaid Fees for each additional month during which such Fees remain unpaid, subject to any maximum amounts imposed by law.  If any Fees are disputed by the Fund, the Custodian and the Fund shall work together in good faith to resolve the dispute promptly.

b.The Custodian will bill the Fund as soon as practicable after the end of each calendar month.  The Fund will promptly pay to the Custodian the amount of such billing.

c.If not paid directly or timely by the Fund, the Custodian may, with prior approval of the Fund which may not be unreasonably withheld, charge against Assets held on behalf of the Series compensation and any expenses incurred by the Custodian in the performance of its duties pursuant to this Agreement.  The Custodian shall also be entitled, subject to the approval of the Fund, to charge against Assets of the Series the amount of any loss, damage, liability or expense incurred with respect to the Series, including counsel fees, for which it shall be entitled to reimbursement under the provisions of this Agreement.

2.Insolvency of Foreign Custodians.  The Custodian shall be responsible for losses or damages suffered by the Series arising as a result of the insolvency of a Foreign Custodian only to the extent that the Custodian failed to comply with the standard of care set forth in Article II with respect to the selection and monitoring of such Foreign Custodian.

3.Liability for Depositories.  The Custodian shall not be responsible for any losses resulting from the deposit or maintenance of Securities, Assets or other property of the Series with a Securities Depository.

4.Damages.Under no circumstances shall the Custodian be liable for any indirect, consequential or special damages with respect to its role as Foreign Custody Manager, Custodian or information vendor.

5.Indemnification; Liability of the Series.

a.The Fund shall indemnify and hold the Custodian harmless from all liabilities and costs and expenses, including reasonable counsel fees and expenses, relating to or arising out of the performance of the Custodian’s obligations under this

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Agreement except to the extent resulting from the negligence or willful misconduct of the Custodian, any agent or subcustodian appointed by the Custodian or any of its or their directors, officers, agents, nominees or employees, in the performance of any functions hereunder, or any other failure to comply with the standard of care required by this Agreement.  This provision shall survive the termination of this Agreement.

b.The Custodian shall indemnify and hold the Fund harmless from all liabilities and costs and expenses, including reasonable counsel fees and expenses, resulting from: (i) the negligence or willful misconduct of the Custodian, any agent or subcustodian appointed by the Custodian or any of its or their directors, officers, agents, nominees or employees, in the performance of any functions hereunder, or any other failure to comply with the standard of care required by this Agreement; or (ii) any burglary, robbery, hold-up, theft, or mysterious disappearance, including loss by damage or destruction.  This provision shall survive the termination of this Agreement.

c.The Series and the Custodian agree that the obligations of the Fund under this Agreement shall not be binding upon any of the directors/trustees, shareholders, nominees, officers, employees or agents, whether past, present or future, of the Series, individually, but are binding only upon the Assets and other property of the Fund.

6.Force Majeure; Disaster Recovery and Business Continuity.  Notwithstanding anything in this Agreement to the contrary contained herein, the Custodian shall not be responsible or liable for its failure to perform under this Agreement or for any losses to the account resulting from any event beyond the reasonable control of the Custodian, its agents or its subcustodians (other than subcustodians that were engaged by the Custodian at the instruction of the Fund).  In the event of such event, or any disaster that causes a business interruption, the Custodian shall act in good faith and follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize service interruptions.

The Custodian represents and warrants that it has implemented and maintains reasonable procedures and systems (including reasonable disaster recovery and business continuity plans and procedures consistent with legal, regulatory and business needs applicable to the Custodian’s duties under this Agreement) to safeguard the Fund’s records and data and the Custodian’s records, data, equipment facilities and other property that it uses in the performance of its obligations hereunder from loss or damage attributable to fire, theft, or any other cause, and the Custodian will make such changes to the procedures and systems from time to time as are reasonably required for the secure performance of its obligations hereunder.

7.Term and Termination.

a.The term of this Agreement shall begin on the date hereof (the “Effective Date”) and continue for an initial term of three (3) years(the “Initial Term”).  After the Initial Term expires, this Agreement shall continue but either (1) the Custodian may terminate this Agreement with respect to a Fund by giving such Fund one hundred twenty (120) days notice in writing, specifying the date of such termination, or (2) a Fund may

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terminate this Agreement with respect to such Fund by giving the Custodian sixty (60) days notice in writing, specifying the date of such termination.

b.This Agreement may be terminated by the following party or parties, as the case may be, for one or more of the following reasons, provided the terminating party or parties provides the applicable written notice to the other party or parties of the reason for such termination:

(1)NonRenewal:  This Agreement shall terminate with respect to a Fund at the end of the Initial Term if either the Custodian or such Fund provides notice that it does not want to renew or extend this Agreement at the end of the Initial Term;

(2)Mutual Agreement:  The Custodian and a Fund may mutually agree in writing to terminate this Agreement with respect to such Fund at any time;

(3)“For Cause”:  (A) The Custodian may terminate this Agreement with respect to a Fund “For Cause,” as defined below, by providing such Fund with written notice of termination “For Cause” at least 60 days prior to the date of termination of this Agreement with respect to such Fund, or (B) a Fund may terminate this Agreement with respect to such Fund “For Cause,” as defined below, by providing the Custodian with written notice of termination “For Cause” at least 60 days prior to the date of termination of this Agreement with respect to such Fund; or

(4)Failure to Pay:  The Custodian may terminate this Agreement with respect to a Fund if the Custodian has notified such Fund that it has failed to pay the Custodian any undisputed amounts when due under this Agreement and it has failed to cure such default within 60 days of receipt of such notice (or, if the Fund has disputed any amounts in good faith, upon resolution of the dispute).

For purposes of subparagraph (3) above, “For Cause” shall mean:

(A)a material breach of this Agreement by any other party that has not been remedied for 30 days following written notice by the terminating party that identifies in reasonable detail the alleged failure of the other party to perform, provided that if such default is capable of being cured, then the other party shall be entitled to such longer period as may reasonably be required to cure such default if the other party shall have commenced such cure and is diligently pursuing same, but such cure must be completed within 120 days in any event;

(B)when any other party commits any act or omission that constitutes gross negligence, willful misconduct, fraud or reckless disregard of its or their duties under this Agreement and that act or omission results in material adverse consequences to the terminating party;

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(C)a final, unappealable judicial, regulatory or administrative ruling or order in which any other party has been found guilty of criminal or unethical behavior in the conduct of its business that directly relates to the subject matter of the services provided hereunder; or

(D)when any other party shall make a general assignment for the benefit of its creditors or any proceeding shall be instituted by or against the other party to adjudicate it as bankrupt or insolvent, or to seek to liquidate, wind up, or reorganize the other party, or protect or relieve its debts under any law, or to seek the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or for a substantial portion of its assets, which proceeding shall remain unstayed for sixty (60) days or the other party shall have taken steps to authorize any of the above actions or has become unable to pay its debts as they mature.

c.If this Agreement is terminated by any party with respect to a Fund (regardless of whether it is terminated pursuant to paragraph (b) above or for any reason other than those specified in paragraph (b) above), such Fund shall pay to Custodian on or before the date of such termination any undisputed and unpaid fees owed to, and shall reimburse Custodian for any undisputed and unpaid out-of-pocket costs and expenses owed to, Custodian under this Agreement prior to its termination.

d.If either (1) a Fund terminates this Agreement with respect to such Fund during the Initial Term for any reason other than those specified in paragraph (b) above, or (2) the Custodian terminates this Agreement with respect to a Fund during the Initial Term “For Cause” or the Fund’s “failure to pay” under subparagraphs (b)(3) or (b)(4) of this Section, respectively, then such Fund shall be liable to the Custodian for all provable actual damages of Custodian arising from such termination, excluding punitive, special, indirect, incidental and consequential damages, and shall reimburse all Costs and Expenses incurred by the Custodian in connection with effecting such termination and converting such Fund to a successor custodian, including without limitation the delivery to such successor custodian, such Fund and/or such Fund’s service providers, any of the Fund’s Assets, property, records, data, instruments and documents.  In addition, such Fund shall reimburse the Custodian promptly for any actual, provable, extraordinary, non-customary and direct costs and expenses (other than any Costs and Expenses) incurred by the Custodian in connection with effecting such termination and converting such Fund to a successor custodian, including without limitation the delivery to such successor custodian, such Fund and/or such Fund’s service providers, any of such Fund’s Assets, property, records, data, instruments and documents.

e.If either (1) the Custodian terminates this Agreement with respect to a Fund at any time for any reason other than those specified in paragraph (b) above, or (2) a Fund terminates this Agreement with respect to such Fund at any time “For Cause” under subparagraph (b)(3) of this Section, then the Custodian shall reimburse such Fund for any

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Costs and Expenses incurred by such Fund in connection with converting the Assets of such Fund to a successor custodian, including without limitation the delivery to such successor custodian, such Fund and/or such Fund’s service providers, any of such Fund’s Assets, property, records, data, instruments and documents.

f.If this Agreement is terminated (1) by either the Custodian or a Fund for “nonrenewal” under subparagraph (b)(1), (2) by the Custodian and a Fund “upon mutual agreement” under subparagraph (b)(2), (3) by a Fund at any time after the Initial Term for any reason other than those specified in paragraph (b) above, or (4) by Custodian at any time after the Initial Term “For Cause” or such Fund’s “failure to pay” under subparagraphs (b)(3) or (b)(4) of this Section, respectively, such Fund shall reimburse Custodian promptly for any Costs and Expenses incurred by Custodian in connection with effecting such termination and converting such Fund to a successor custodian, including without limitation the delivery to such successor custodian, such Fund and/or such Fund’s service providers any of such Fund’s Assets, property, records, data, instruments and documents.

g.For purposes of this Section 7 of this Article IV, “Costs and Expenses” incurred by a party shall mean any actual, provable, reasonable, customary and direct costs and expenses incurred by such party.  For purposes of this Section 7 of this Article IV, Costs and Expenses shall not include any wind-down costs, including, without limitation, non-cancelable lease payments; severance payments due and payable to personnel of the Custodian or its subcustodians (other than subcustodians that were engaged by the Custodian at the instruction of a Fund); unused equipment expense; and non-cancelable payments or termination charges regarding subcustodial services that were not incurred at the instruction of a Fund and that cannot be transferred or redeployed by Mellon.

  Such party must provide the other party or parties with written evidence of such costs and expenses before the other party or parties are obligated to pay them.  Such party also has a duty to mitigate, and must exercise its duty to mitigate, such costs and expenses.  Except as expressly set forth herein, no party hereto shall be responsible for any costs and expenses or damages of any kind whatsoever resulting from, related to or otherwise in connection with the termination of this Agreement.

h.In the event that this Agreement is terminated by a party, the parties hereto agree to cooperate and act in good faith to ensure an orderly conversion of the Assets, property, records, data, instruments and documents of the applicable Fund or Funds to a successor custodian with respect to the services provided under this Agreement.  Without limiting the generality of the foregoing sentence, the Custodian agrees that, in the event this Agreement is terminated by a party or the parties, it will deliver a Fund’s or the Funds’ Assets, property, records, data, instruments and documents to such Fund or the Funds, its or their successor service providers and/or its or their other service providers, as the case may be, in a non-proprietary, commerically-available format.

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i.The termination of this Agreement with respect to any given Fund shall in no way affect the continued validity of this Agreement with respect to any other Fund.  Furthermore, if, following termination of this Agreement with respect to any given Fund, Custodian continues to perform any one or more of the services governed hereby with the express consent of such Fund, then the provisions of this Agreement, including without limitation the provisions dealing with indemnification and compensation, shall continue in full force and effect.

j.In the event notice of termination is given by the Custodian, which notice shall be given at least 60 days prior to the date of termination (notwithstanding the reason for termination), a Fund shall, on or before the termination date, deliver to the Custodian a Certificate evidencing the vote of the Board designating a successor custodian.  In the absence of such designation, the Custodian may designate a successor custodian, which shall be a person qualified to so act under the Act for such Fund.  If a Fund fails to designate a successor custodian, such Fund shall, upon the date specified in the notice of termination, and upon the delivery by the Custodian of all Assets then owned by such Fund, be deemed to be its own custodian and the Custodian shall thereby be relieved of all obligations under this Agreement other than the duty with respect to Securities held in the Book-Entry System which cannot be delivered to such Fund.

k.Upon termination of the Agreement, the Custodian shall, upon receipt of a notice of acceptance by the successor custodian, deliver to the successor all Assets then held by the Custodian on behalf of a Fund, after deducting all fees, expenses and other amounts owed, if any, that are not disputed in good faith by such Fund.

l.Following termination, the Custodian will promptly forward income and principal received, if any, with respect to a Fund, including but not limited to tax reclaim payments for tax reclaims filed prior to termination, to a designated successor custodian.

m.In the event of a dispute following the expiration or termination of this Agreement, all relevant provisions shall be deemed to continue to apply to the obligations and liabilities of the parties.

8.Inspection of Books and Records.  The books and records of the Custodian directly related to the Fund shall be open to inspection and audit at reasonable times by officers and representatives of the Fund and auditors employed by the Fund at its own expense and with prior written notice to the Custodian, and by the appropriate employees of the Securities and Exchange Commission.

9.Miscellaneous.

a.Appendix A is a Certificate signed by the Secretary of the Fund setting forth the names and the signatures of Authorized Persons.  The Fund shall furnish a new Certificate when the list of Authorized Persons is changed in any way.  Until a new Certificate is received, the Custodian shall be fully protected in acting upon Instructions from Authorized Persons as set forth in the last delivered Certificate.

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b.Appendix B is a Certificate signed by the Secretary of the Fund setting forth the names and the positions of the present officers of the Fund.  The Fund agrees to furnish to the Custodian a new Certificate when any changes are made.  Until a new Certificate is received, the Custodian shall be fully protected in relying upon the last delivered Certificate.

c.Any required written notice or other instrument shall be sufficiently given if addressed to the Custodian or the Fund, as the case may be, and delivered to it at its offices at:

The Custodian:

Mellon Bank, N.A.

One Mellon Center

500 Grant Street, 19^th Floor

Pittsburgh, Pennsylvania  15258

Attn: Leonard R. Heinz, Esq., Senior Vice President and Associate General Counsel

Telephone:  (412) 234-1508

Facsimile:  (412) 234-8417

The Fund:

the address set forth on Appendix D for the Fund;

or at such other place as the parties may from time to time designate to the other in writing.

d.This Agreement may not be amended or modified except by a written agreement executed by both parties.

e.This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by the Fund without the written consent of the Custodian, or by the Custodian without the written consent of the Fund, authorized or approved by a vote of the Board, provided, however, that a Fund merger or reorganization where the fund surviving from such merger or reorganization assumes the duties and obligations of such Fund under this Agreement shall not require the Custodian’s consent; provided further, however, that the Custodian may assign the Agreement or any function thereof to any corporation or entity which directly or indirectly is controlled by, or is under common control with, the Custodian and any other attempted assignment without written consent shall be null and void.

f.Nothing in this Agreement shall give or be construed to give or confer upon any third party any rights hereunder.

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g.The Custodian represents that it is a U.S. Bank within the meaning of paragraph (a)(7) of Rule 17f-5 under the 1940 Act.  The Fund has the requisite amount and scope of fidelity bond coverage required by Rule 17g‑1 under the 1940 Act, and has directors’ and officers’ errors and omissions insurance coverage.  The Custodian will maintain a fidelity bond and an insurance policy with respect to errors and omissions coverage in form and amount that are commercially reasonable in light of Custodian’s duties and responsibilities under this Agreement.

h.The Fund acknowledges and agrees that, except as expressly set forth in this Agreement, the Fund is solely responsible to assure that the maintenance of the Series’ Assets hereunder complies with applicable laws and regulations, including without limitation the Act and applicable interpretations thereof or exemptions therefrom.  The Fund represents that it has determined that it is reasonable to rely on Custodian to perform the responsibilities delegated pursuant to this Agreement.

i.Agreement shall be construed in accordance with the laws of The Commonwealth of Pennsylvania.

j.The captions of the Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

k.Each party represents to the other that it has all necessary power and authority, and has obtained any consent or approval necessary to permit it, to enter into and perform this Agreement and that this Agreement does not violate, give rise to a default or right of termination under or otherwise conflict with any applicable law, regulation, ruling, decree or other governmental authorization or any contract to which it is a party or by which any of its assets is bound.  Each party represents and warrants that the individual executing this Agreement on its behalf has the requisite authority to bind the Fund or the Custodian to this Agreement.  The Fund has received and read the “Customer Identification Program Notice”, a copy of which is attached to this Agreement as Exhibit A.

l.This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective representatives duly authorized as of the day and year first above written.

MELLON BANK, N.A.

By:/s/ illegible

Title:                          First Vice President

DELAWARE GROUP ADVISER FUNDS, on behalf of its Series identified on Appendix D

DELAWARE GROUP CASH RESERVE, on behalf of its Series identified on Appendix D

DELAWARE GROUP EQUITY FUNDS I, on behalf of its Series identified on Appendix D

DELAWARE GROUP EQUITY FUNDS II, on behalf of its Series identified on Appendix D

DELAWARE GROUP EQUITY FUNDS III, on behalf of its Series identified on Appendix D

DELAWARE GROUP EQUITY FUNDS IV, on behalf of its Series identified on Appendix D

DELAWARE GROUP EQUITY FUNDS V, on behalf of its Series identified on Appendix D

DELAWARE GROUP FOUNDATION FUNDS, on behalf of its Series identified on Appendix D

DELAWARE GROUP INCOME FUNDS, on behalf of its Series identified on Appendix D

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DELAWARE GROUP STATE TAX-FREE INCOME TRUST, on behalf of its Series identified on Appendix D

DELAWARE GROUP TAX-FREE FUND, on behalf of its Series identified on Appendix D

DELAWARE GROUP TAX-FREE MONEY FUND, on behalf of its Series identified on Appendix D

DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, on behalf of its Series identified on Appendix D

VOYAGEUR INSURED FUNDS, on behalf of its Series identified on Appendix D

DELAWARE INVESTMENTS MUNICIPAL TRUST, on behalf of its Series identified on Appendix D

VOYAGEUR INTERMEDIATE TAX-FREE FUNDS, on behalf of its Series identified on Appendix D

VOYAGEUR MUTUAL FUNDS, on behalf of its Series identified on Appendix D

VOYAGEUR MUTUAL FUNDS II, on behalf of its Series identified on Appendix D

DELAWARE GROUP GOVERNMENT FUND, on behalf of its Series identified on Appendix D

DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, on behalf of its Series identified on Appendix D

DELAWARE POOLED TRUST, on behalf of its Series identified on Appendix D

VOYAGEUR MUTUAL FUNDS III, on behalf of its Series identified on Appendix D

25

VOYAGEUR TAX FREE FUNDS, on behalf of its Series identified on Appendix D

DELAWARE VIP TRUST, on behalf of its Series identified on Appendix D

DELAWARE INVESTMENTS ARIZONA MUNICIPAL INCOME FUND, INC.

DELAWARE INVESTMENTS COLORADO INSURED MUNICIPAL FUND, INC.

DELAWARE INVESTMENTS FLORIDA INSURED MUNICIPAL INCOME FUND

DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND II, INC.

DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC.

DELAWARE INVESTMENTS GLOBAL DIVIDEND AND INCOME FUND, INC.

DELAWARE INVESTMENTS ENHANCED GLOBAL DIVIDEND AND INCOME FUND, INC.

By:/s/ Richard Salus

Title:                          Chief Financial Officer

26

APPENDIX A

LIST OF AUTHORIZED PERSONS

I, David F. Connor, Secretary of the Funds, do hereby certify that:

The following individuals have been duly authorized as Authorized Persons to give Instructions on behalf of the Funds and each Series thereof and the specimen signatures set forth opposite their respective names are their true and correct signatures:

Name and Position	Signature
John J. O’Connor Senior Vice President	/s/ John J. O'Connor
Phoebe W. Figland Vice President	/s/ Phoebe W. Figland
Laura A. Wagner Vice President	/s/ Laura A. Wagner
William Dwyer Assistant Vice President	/s/ William Dwyer
David Scharff Assistant Vice President	/s/ David Scharff
Thomas J. Morrisroe Assistant Vice President	/s/ Thomas J. Morrisroe
Michael O’Donnell Assistant Vice President	/s/ Michael O'Donnell
Eric Schmidt Assistant Vice President	/s/ Eric Schmidt
Mark Mastrogiovanni Assistance Vice President	/s/ Mark Mastrogiovanni
James A. Furgele Senior Vice President	/s/ James A. Furgele

27

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

28

APPENDIX B

FUND OFFICERS

I, David F. Connor, Secretary of the Funds, do hereby certify that:

The following individuals serve in the following positions with the Funds and each individual has been duly elected or appointed to each such position and qualified therefor in conformity with the Funds’ governing instruments:

Name	Position
Patrick P. Coyne	Chairman/President/Chief Executive Officer
Ryan K. Brist	Executive Vice President/Managing Director/Chief Investment Officer, Fixed Income
Michael J. Hogan	Executive Vice President/Head of Equity Investments
See Yeng Quek	Executive Vice President/Managing Director/Chief Investment Officer, Fixed Income
Brian L. Murray, Jr.	Senior Vice President/Chief Compliance Officer
David P. O’Connor	Senior Vice President/Strategic Investment Relationships and Initiatives/General Counsel
John J. O’Connor	Senior Vice President/Treasurer
Richard Salus	Senior Vice President/Chief Financial Officer
David F. Connor	Vice President/Deputy General Counsel/Secretary
Marshall T. Bassett	Senior Vice President/Chief Investment Officer, Emerging Growth Equity
Joseph R. Baxter	Senior Vice President/Head of Municipal Bond Investments
Christopher S. Beck	Senior Vice President/Senior Portfolio Manager
Michael P. Buckley	Senior Vice President/Director of Municipal Research
Michael F. Capuzzi	Senior Vice President/Investment Systems
Liu-Er Chen	Senior Vice President/Senior Portfolio Manager/Chief Investment Officer, Emerging Markets
Thomas H. Chow	Senior Vice President/Senior Portfolio Manager

29

Stephen R. Cianci	SeniorVice President/Senior Portfolio Manager
Robert F. Collins	Senior Vice President/Senior Portfolio Manager
Chuck M. Devereux	Senior Vice President/Senior Research Analyst
Roger A. Early	Senior Vice President/Senior Portfolio Manager
Brian Funk	Senior Vice President/Director of Credit Research
James A. Furgele	Senior Vice President/Investment Accounting
Brent C. Garrells	Senior Vice President/Senior Research Analyst
Stuart M. George	Senior Vice President/Head of Equity Trading
Paul Grillo	Senior Vice President/Senior Portfolio Manager
Jonathan Hatcher	Senior Vice President/Senior Research Analyst
William F. Keelan	Senior Vice President/Director Quantitative Research
Francis X. Morris	Senior Vice President/Director Chief Investment Officer, Core Equity
Zoë Neale	Senior Vice President/Director Chief Investment Officer, International Equity
D. Tysen Nutt	Senior Vice President/Chief Investment Officer, Large Cap Value
Philip R. Perkins	Senior Vice President/Senior Portfolio Manager
Timothy L. Rabe	Senior Vice President/Head of High Yield
Jeffrey S. Van Harte	Senior Vice President/Chief Investment Officer-Focus Growth Equity
Babak Zenouzi	Senior Vice President/Senior Portfolio Manager
Christopher S. Adams	Vice President/Portfolio Manager/Senior Equity Analyst
Damon J. Andres	Vice President/Senior Portfolio Manager
Wayne A. Anglace	Vice President/Credit Research Analyst
Todd Bassion	Vice President/Senior Research Analyst/Portfolio Manager
Christopher J. Bonavico	Vice President/Senior Portfolio Manager, Equity Analyst
Kenneth F. Broad	Vice President/Senior Portfolio Manager, Equity Analyst

30

Mary Ellen M. Carrozza	Vice President/Client Services
Steven G. Catricks	Vice President/Portfolio Manager
Wen-Dar Chen	Vice President/Portfolio Manager
Lisa Chin	Vice President/Emerging Markets Analyst
Anthony G. Ciavarelli	Vice President/Associate General Counsel/Assistant Secretary
Bradley J. Cline	Vice President/International Credit Research Analyst
Cori E. Daggett	Vice President/Senior Counsel/Assistant Secretary
Craig C. Dembek	Vice President/Senior Research Analyst
Joel A. Ettinger	Vice President/Taxation
Christopher M. Ericksen	Vice President/Portfolio Manager, Equity Analyst
Devon K. Everhart	Vice President/Senior Research Analyst
Phoebe W. Figland	Vice President/Investment Accounting
Patrick G. Fortier	Vice President/Portfolio Manager, Equity Analyst
Denise A. Franchetti	Vice President/Portfolio Manager/Municipal Bond Credit Analyst
Larry Franko	Vice President/Senior Equity Analyst
Henry A. Garrido	Vice President/Equity Analyst
Barry Gladstein	Vice President/Equity Analyst/Portfolio Manager
Edward Gray	Vice President/Senior Portfolio Manager
David J. Hamilton	Vice President/Credit Research Analyst
Brian Hamlet	Vice President/Senior Corporate Bond Trader
Gregory M. Heywood	Vice President/Portfolio Manager, Research Analyst
Sharon Hill	Vice President/Head of Equity Quantitative Research & Analytics
Christopher M. Holland	Vice President/Associate Equity Analyst II/Portfolio Manager

Chungwei Hsia	Vice President/Senior Research Analyst
Michael E. Hughes	Vice President/Senior Equity Analyst
Jordan L. Irving	Vice President/Senior Portfolio Manager

31

Cynthia Isom	Vice President/Portfolio Manager
Kenneth R. Jackson	Vice President/Quantitative Analyst
Stephen M. Juszczyszyn	Vice President/Structured Products Analyst/Trader
Audrey E. Kohart	Vice President/Financial Planning and Reporting
Nikhil G. Lalvani	Vice President/Senior Equity Analyst/Portfolio Manager
Steven T. Lampe	Vice President/Portfolio Manager
Anthony A. Lombardi	Vice President/Senior Portfolio Manager
John P. McCarthy	Vice President/Senior Research Aanlyst/Trader
Brian McDonnell	Vice President/Structured Products Analyst/Trader
Michael S. Morris	Vice President/Portfolio Manager/Senior Equity Analyst
Philip O. Obazee	Vice President/Derivatives Manager
Donald G. Padilla	Vice President/Portfolio Manager/Senior Equity Analyst
Daniel J. Prislin	Vice President/Senior Portfolio Manager, Equity Analyst
Gretchen Regan	Vice President/Quantitative Analyst
Craig S. Remsen	Vice President/Senior Credit Research Analyst
Carl Rice	Vice President/Senior Investment Specialist, Large Cap Value Focus Equity
Kevin C. Schildt	Vice President/Senior Municipal Credit Analyst
Bruce Schoenfeld	Vice President/Equity Analyst
Nancy E. Smith	Vice President/Investment Accounting
Rudy D. Torrijos, III	Vice President/Portfolio Manager
Michael Tung	Vice President/Equity Analyst
Robert A. Vogel, Jr.	Vice President/Senior Portfolio Manager
Lori P. Wachs	Vice President/Portfolio Manager

Laura A. Wagner	Vice President/Investment Accounting
Michael G. Wildstein	Vice President/Senior Research Analyst
Kathryn R. Williams	Vice President/Associate General Counsel/Assistant Secretary

32

Nashira Wynn	Vice President/Senior Equity Analyst/Portfolio Manager
Greg Zappin	Vice President/Credit Research Analyst
Guojia Zhang	Vice President/Equity Analyst
James E. Blake	Assistant Vice President/Senior Compliance Officer
Ian Bowman	Assistant Vice President/Research Analyst
Michael E. Dresnin	Assistant Vice President/Counsel/Assistant Secretary
William J. Dwyer	Assistant Vice President/Corporate Actions
Abby C. Fick	Assistant Vice President/Legal Services
Molly Graham	Assistant Vice President/Legal Services
Kerri S. Haag	Assistant Vice President/Investment Accounting
Matthew G. Higgins	Assistant Vice President/Credit Research Analyst
Jerel A. Hopkins	Assistant Vice President/Counsel/Assistant Secretary
Kashif Ishaq	Assistant Vice President/Associate Trader
Kayann Johnson	Assistant Vice President/Investment Accounting
Karin M. Kelly	Assistant Vice President/Quantitative Analyst Supervisor
Colleen Kneib	Assistant Vice President/Municipal Credit Analyst
John Leszczynski	Assistant Vice President/Investment Accounting
Kent P. Madden	Assistant Vice President/Equity Analyst
Thomas J. Morrisroe	Assistant Vice President/Investment Accounting
Terry O’Brien	Assistant Vice President/Fixed Income Reporting Analyst
James P. O’Neill	Assistant Vice President/Senior Compliance Officer

Caleb Piper	Assistant Vice President/Equity Analyst
Udail K. Purmasetti	Assistant Vice President/Credit Research Analyst I
Eric W. Schmidt	Assistant Vice President/Investment Accounting
Frank J. Strenger	Assistant Vice President/Associate Trader

33

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

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

34

APPENDIX C

SELECTED COUNTRIES

See attachment

* Note, the Fund or its investment adviser or subadviser, as the case may be , shall be responsible for determining the Foreign Countries in which the Fund may invest, and shall direct the Custodian from time to time as to the Foreign Countries which have been approved for investment by the Fund.

** Note, the Custodian will not act as a Foreign Custody Manager with respect to Assets held in this country. Holding Assets and use of Custodian's usual subcustodian in this country is subject to Instructions by the Fund and its execution of a separate letter-agreement pertaining to custody and market risks.

35

Current Subcustodial Network

TOTAL MARKETS INCLUDED IN MELLON GLOBAL SECURITIES SERVICES'

NETWORK 83

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

June 2007	1
Current Subcustodial Network	Mellon Global Securities Services

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

36

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

June 2007	2
Current Subcustodial Network	Mellon Global Securities Services

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

37

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

June 2007	3
Current Subcustodial Network	Mellon Global Securities Services

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

38

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

June 2007	4
Current Subcustodial Network	Mellon Global Securities Services

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

39

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

June 2007	5
Current Subcustodial Network	Mellon Global Securities Services

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

40

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

June 2007	6
Current Subcustodial Network	Mellon Global Securities Services

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

41

EXHIBIT A

CUSTOMER IDENTIFICATION PROGRAM NOTICE

MELLON

 

CUSTOMER IDENTIFICATION PROGRAM NOTICE

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT

To help the government fight the funding of terrorism and money laundering activities, all financial institutions are required by law to obtain, verify and record information that identifies each individual or entity that opens an account.

What this means for you:  When you open an account, we will ask you for your name, address, taxpayer or other government identification number and other information, such as date of birth for individuals, that will allow us to identify you.  We may also ask to see identification documents such as a driver’s license, passport or documents showing existence of the entity.

Rev. 09/03

42

EX-99.9 CUST CONTRCT

EX-99.9.a.i

AMENDMENT TO MUTUAL FUND CUSTODY AND SERVICES AGREEMENT

This Amendment (“Amendment”) is made as of the 1^st day of January, 2014, by and between each investment company listed on the signature page hereto (referred to herein individually as a “Fund” and collectively, as the “Funds”) and THE BANK OF NEW YORK MELLON (formerly, Mellon Bank, N.A.) (“Custodian” or “BNY Mellon”).

BACKGROUND:

A.Each Fund and Custodian are parties to a Mutual Fund Custody and Services Agreement dated as of July 20, 2007, as amended (the “Agreement”), relating to Custodian’s provision of custody services to each Fund and each Fund’s respective series (“Series”). This Amendment is an amendment to the Agreement.

B.The parties desire to amend the Agreement as set forth herein.

TERMS:

The parties hereby agree that:

1.Appendix E of the Agreement is hereby deleted in its entirety and replaced with Appendix E attached hereto.

2.Miscellaneous.

(a) As hereby amended and supplemented, the Agreement, as well as capitalized terms not defined in this Amendment, shall remain in full force and effect. In the event of a conflict between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment shall control.

(b) The Agreement, as amended hereby, constitutes the complete understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior communications with respect thereto.

(c) This Amendment may be executed in two or more counter-parts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The facsimile signature of any party to this Amendment shall constitute the valid and binding execution hereof by such party.

(d) To the extent required by applicable law, the terms of this Amendment and the fees and expenses associated with this Amendment have been disclosed to and approved by the Board of Trustees/Directors of the Funds.

(e) This Amendment shall be governed by the laws of The Commonwealth of Pennsylvania, without regard to its principles of conflicts of laws.

1

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers designated below on the date and year first above written.

DELAWARE GROUP ADVISER FUNDS,

on behalf of its Series identified on Appendix D

DELAWARE GROUP CASH RESERVE,

on behalf of its Series identified on Appendix D

DELAWARE GROUP EQUITY FUNDS I,

on behalf of its Series identified on Appendix D

DELAWARE GROUP EQUITY FUNDS II,

on behalf of its Series identified on Appendix D

DELAWARE GROUP EQUITY FUNDS IV,

on behalf of its Series identified on Appendix D

DELAWARE GROUP EQUITY FUNDS V,

on behalf of its Series identified on Appendix D

DELAWARE GROUP FOUNDATION FUNDS,

on behalf of its Series identified on Appendix D

DELAWARE GROUP INCOME FUNDS,

on behalf of its Series identified on Appendix D

DELAWARE GROUP STATE TAX-FREE INCOME TRUST,

on behalf of its Series identified on Appendix D

DELAWARE GROUP TAX-FREE FUND,

on behalf of its Series identified on Appendix D

DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS,

on behalf of its Series identified on Appendix D

VOYAGEUR INSURED FUNDS,

on behalf of its Series identified on Appendix D

VOYAGEUR INTERMEDIATE TAX FREE FUNDS,

on behalf of its Series identified on Appendix D

VOYAGEUR MUTUAL FUNDS,

on behalf of its Series identified on Appendix D

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VOYAGEUR MUTUAL FUNDS II,

on behalf of its Series identified on Appendix D

DELAWARE GROUP GOVERNMENT FUND,

on behalf of its Series identified on Appendix D

DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS,

on behalf of its Series identified on Appendix D

DELAWARE POOLED TRUST,

on behalf of its Series identified on Appendix D

VOYAGEUR MUTUAL FUNDS III,

on behalf of its Series identified on Appendix D

VOYAGEUR TAX FREE FUNDS,

on behalf of its Series identified on Appendix D

DELAWARE VIP TRUST,

on behalf of its Series identified on Appendix D

DELAWARE INVESTMENTS COLORADO

MUNICIPAL INCOME FUND, INC.

DELAWARE INVESTMENTS NATIONAL

MUNICIPAL INCOME FUND

DELAWARE INVESTMENTS MINNESOTA MUNICIPAL

INCOME FUND II, INC.

DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC.

DELAWARE ENHANCED GLOBAL DIVIDEND

AND INCOME FUND

By:	/s/ Richard Salus
Name:	Richard Salus
Title:	Chief Financial Officer

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THE BANK OF NEW YORK MELLON

By:	____________________
Name:	____________________
Title:	____________________

4

APPENDIX E FEE SCHEDULE

Safekeeping and Administrative Fees (annual, market value)	Basis
Point/Unit Cost
U.S.  Assets under custody + All other U.S.  Assets-basis points	0.30bp
Non-U.S.  Markets assets	See attached schedule
Transaction/Service Fees
U.S.  Trade Capture & Settlement
Per Depository Eligible Transaction	$ 3.00
(includes purchases, sales, free receipts, free deliveries)
Per P&I, Payup/Paydown	$ 1.00
Per Leg of Futures, Option, or Swap Transaction	$ 5.00
Per Physical trades	$ 15.00
Per security segregation	$ 3.00
Per forward Contract	$ 20.00
Note: BNY Mellon reserves the right to charge for cancel and treat them as a transaction (if arising from action of client or investment manager)
Non-U.S. Markets Capture & Settlement	See attached schedule
Per incoming/outgoing US Wire/Margin variation	$ 3.00
Per Voluntary corporate action	Waived
Per Mandatory corporate action	Waived
Per Late or Manual Corporate action response	Waived
Per Manual Check Request	Waived
Per non-USD wire transfer	$35.00
3rd-party security lending (per lender)-annual fee	Negotiated as needed
Per F/X not executed at BNY Mellon	$30.00
WorkBench Information Delivery
Client Reporting
Workbench User ID’s	Waived
Customized Report Development
Per Report (Minimum) for one time development	$1,000.00
Per Report Annnual Maintenance Fee	$   500.00
Per Hour for Special Projects	$   150.00

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6

Notes
•	Earnings credits and overdraft rates will be calculated monthly on the basis of the following formula: The Account may earn interest on balances, including disbursement balances and balances arising from purchase and sale transactions.  For each month during which the Custodian holds property for the Fund, there shall be an adjustment to the custody fees, calculated as follows.  For each day of the month in which the closing cash balance of the Account is more than zero, such cash balance amount will earn interest calculated by taking the amount of the idle balance multiplied by the Overnight Federal Funds Rate (defined below) minus .50% divided by 365 days.  The amount of interest credit shall be known as the "Daily Credits." Alternatively, for each day of the month in which the closing balance of the Account is less than zero (an "overdraft"), the overdraft amount will be subject to a charge calculated by taking the amount of the overdraft multiplied by the Overnight Federal Funds Rate (defined below) plus .50% divided by 365 days. The amount of interest charge shall be known as "Daily Charges."  The net of the Daily Credits and Daily Charges for a particular month will be credited or debited, as the case may be, to the Monthly Notification for the applicable period.  Monthly credit balances will roll forward to offset future Custodian fees and expenses.  Unused Daily Credits will expire at calendar year end. Credit balances may not be transferred, they are used exclusively to offset Custodian fees and expenses and shall not be applied against investment or other related expenses.  A Daily Charge shall not apply to the extent that an overdraft is solely due to Custodian error.
•	The term "Overnight Federal Funds Rate" shall mean, for any month, the average of daily "Federal Funds Rates" for such month.  In turn, the daily Federal Funds Rates shall mean, for any day, the weighted average of the rates on overnight Federal Funds transactions with members of the Federal Reserve System arranged by Federal Funds brokers on such day, as published by the Federal Reserve Bank of New York on the business day next succeeding such day.
	Other Fees
•	BNY Mellon will pass through to the Fund or Funds any out-of-pocket expenses, including (but not limited to) vendor costs, postage, external legal and tax fees, courier expense, registration fees, and stamp duties.
•	BNY Mellon may earn indirect compensation for items including but not limited to overdrafts, float, bank deposits and net Interest revenue.  Any additional services will incur additional fees (e.g. accounting, benefit payments, performance and risk analytics, etc).
•	For details on certain direct and indirect compensation that may be earned by BNY Mellon, please refer to the website: www.bnymellon.com/as-disclosures.  Once on the site, the following password will be required to review the content: ASCOMP00 (note: the last 2 digits in the password are zeros).
	Terms
•	BNY Mellon will bill on a monthly basis; payments will be directly charged to accounts designated by the Fund or Funds, either automatically ("direct debit") or following a charging instruction ("direct charge").
•	All amounts due will be payable within 30 days of invoice date.  Fees not paid within 60 days of the date of the invoice will be subject to a late charge of 1.5% per month.   Any objections, corrections, or adjustments to a bill must be raised within 12 months of the billing date.  In addition, BNY Mellon reserves the right to adjust a client bill for any under-billed activities up to 12 months after the billing date.  After the 12-month period, all bills will be considered final.

7

EX-99.9 CUST CONTRCT

EX-99.9.a.ii

AMENDMENT NO. 2 TO MUTUAL FUND CUSTODY AND SERVICES AGREEMENT

This Amendment No. 2 (“Amendment”) is made as of the 1^st day of July, 2017, by and between each investment company listed on the signature page hereto (referred to herein as the “Fund”) and THE BANK OF NEW YORK MELLON (formerly, Mellon Bank, N.A.) (“Custodian” or “BNY Mellon”).

BACKGROUND:

A.The Fund and Custodian are parties to a Mutual Fund Custody and Services Agreement dated as of July 20, 2007, as amended (the “Agreement”), relating to Custodian’s provision of custody services to the Fund and the Fund’s respective series (“Series”). This Amendment is an amendment to the Agreement.

B.The parties desire to amend the Agreement as set forth herein.

TERMS:

The parties hereby agree that:

1. The following is added to the Agreement under Article I, Section 3.h.:

h. Class Actions

(1) The Custodian shall file proof of claims notices with respect to class actions involving the portfolio securities of the Series.

(2) The Custodian shall provide holdings information to the proxy voting agent of the Series to enable such proxy voting agent to identify the portfolio securities of the Series with respect to which proxies should be voted.

2. Appendix E of the Agreement is hereby deleted in its entirety and replaced with Appendix E attached hereto.

3. Article IV, Section 9(e) shall be amended and restated as follows:

This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by the Fund without the written consent of the Custodian, or by the Custodian without the written consent of the Fund, authorized or approved by a vote of the Board, provided, however, that a Fund merger or reorganization where the fund surviving from such merger or reorganization assumes the duties and obligations of such Fund under this Agreement shall not require the Custodian’s consent; provided further, however, that the Custodian may not assign or subcontract the rights or delegate the duties or outsource or offshore any services pursuant to this Agreement (“Services”), without the written consent of the Fund, which shall not be unreasonably withheld.  Notwithstanding the foregoing, no such consent shall be required to assign or subcontract the rights or delegate the duties, or outsource or off-shore the Services contemplated hereunder to an affiliate of BNYM, provided BNYM provides thirty (30) days advance written notice to the other parties hereto.

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4. Application & network penetration testing & vulnerability scanning.

BNYM shall perform penetration testing activities on its systems related to the Services provided hereunder, at least annually, as part of its information security policies and procedures. The Fund agrees and understands that BNYM does not guarantee that the penetration testing activities will detect all security weaknesses, potential security problems or potential breaches.   BNYM will provide the Fund with a certification confirming the completion of the testing promptly after it is complete.  Should such testing reveal a failure materially impacting the Fund’s receipt of Services, BNYM will promptly notify the Funds in writing and set up a conference call to discuss the relevant details.

5. Breach/Incident Notification:

BNYM will promptly (within 2 business days when practical based on BNYM’s commercially reasonable determination of the relevant circumstances) notify the Fund of any confidentiality breaches, operational breaches, security breaches, data breaches, malware, phishing or other incidents relating to the unauthorized exposure of the Fund’s information or materially impacting the Fund’s receipt of the Services.

6. Access

BNYM agrees it will ensure that any of its employees or other persons engaged by it for the purposes of providing Services to the Fund are aware of the confidential nature of the Fund’s information and agree to comply with BNYM’s policies and procedures related to handling confidential client information.

BNYM agrees it will not make, or attempt to make, a connection to any network utilized and provided by the Fund without obtaining prior written approval from the Fund or the Fund’s delegate for such connection; and that any such connection will comply at all times with any reasonable conditions that the Fund’s Board or its delegate may impose on BNYM.

BNYM will take the necessary steps designed to ensure that all departing personnel with access to the Fund’s confidential information will return all such information upon their departure and that such personnel shall immediately cease to access such information and BNYM’s technology systems and networks.

7. Certification.

  Annually, upon the Fund’s request, BNYM will confirm in writing completion of its ISO 27001/2 certification.

8. Communications.

 All communications between BNYM and the Fund should occur between the authorized contacts listed in Exhibit I hereto as may be updated from time to time.

9. Compliance; Applicable Law.

 In performing the Services, BNYM shall comply with all laws applicable to BNYM, and its standard of performance shall be in accord with industry standards and such standards as may be imposed on BNYM by law and the requirements of all regulatory authorities.

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10. Annual Risk Assessment/Risk Management

a. On a periodic basis, typically no less frequently than annually, at BNYM’s expense, BNYM conducts a review of the BNYM architecture, systems and procedures used in connection with the Services (“Risk Assessment”).

b. The Risk Assessment will examine the design of controls and the operating effectiveness of controls including those within the following processes, policies and procedures:

(1) Access and identity management (including privileged access management with respect to BNYM’s systems and the Fund’s data, and ensuring data separation between the Fund data and data belonging to other parties);

(2) Incident response;

(3) Managing network layer controls such as intrusion detection system (“IDS”) (including cybersecurity) and firewalls;

(4) Security configurations, antivirus management, vulnerability and patch management;

(5) Managing remote access to technology infrastructure and external connections, policies and controls;

(6) Use of build guides/checklists to harden servers;

(7) Conducting background screening and raising security awareness of personnel supporting the Services;

(8) Disaster recovery / business continuity process; and

(9) Data backup, retention and destruction.

c. BNYM will meet with the Fund to discuss the Risk Assessment performed.

d. On periodic basis, typically no less frequently than annually, at BNYM’s expense, BNYM will provide the Fund with a copy of its SOC 1 ^SM Report on its Centralized Managed Information Systems or an equivalent report based on new or supplemented attestation standards as may occur from time to time.

e. As a result of these discussions, should any Risk Assessment reveal material risks in the Fund’s reasonable determination with regard to the administrative, technical and physical safeguards appropriate to the size and complexity of BNYM’s operations, the Fund will notify BNYM of such risks and BNYM will agree in good faith to review such risks and determine if it is necessary or desirable to undertake any necessary changes with respect to its processes to remedy the material defects or deficiencies in the

3

 processes giving rise to the material risks (“Remedial Work”). The Remedial Work will be undertaken on a schedule and terms to be discussed with the Fund should such Remedial Work materially impact the Services received by the Fund.

11. BNYM shall provide reasonable assistance to the Fund on an annual basis so that the Fund and/or its representatives may (i) review BNYM’s relevant policies and procedures, (ii) review relevant information available regarding BNYM’s compliance with such policies and procedures, and (iii) compare the BNYM policies and procedures under review to determine that such policies and procedures are materially similar to the Fund’s equivalent policies and procedures.  This review is subject to all relevant BNYM security policies and requirements.

12. Governance

Appropriate authorized representatives of BNYM and the Fund shall:

a. Monitor and review BNYM’s performance of its obligations under this Agreement on an ongoing basis;

b. Ensure operational and support processes and procedures are property documented and that such documents are properly maintained;

c. Act as initial point of contract for incident  monitoring, incident handling and escalation;

d. Attend (and if necessary chair) operational meetings between BNYM and the Fund; and

e. Meet as mutually agreed to review performance, coordinate the Services and discuss future requirements.

13. Exhibit I is hereby added to the Agreement as attached hereto.

14. Miscellaneous.

(a) As hereby amended and supplemented, the Agreement, as well as capitalized terms not defined in this Amendment, shall remain in full force and effect. In the event of a conflict between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment shall control.

(b) The Agreement, as amended hereby, constitutes the complete understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior communications with respect thereto.

(c) This Amendment may be executed in two or more counter-parts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The facsimile signature of any party to this Amendment shall constitute the valid and binding execution hereof by such party.

4

(d) To the extent required by applicable law, the terms of this Amendment and the fees and expenses associated with this Amendment have been disclosed to and approved by the Board of Trustees/Directors of the Fund.

(e) This Amendment shall be governed by the laws of The Commonwealth of Pennsylvania, without regard to its principles of conflicts of laws.

5

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers designated below on the date and year first above written.

DELAWARE GROUP ADVISER FUNDS, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP CASH RESERVE, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP EQUITY FUNDS I, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP EQUITY FUNDS II, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP EQUITY FUNDS IV, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP EQUITY FUNDS V, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP FOUNDATION FUNDS, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP INCOME FUNDS, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP STATE TAX-FREE INCOME TRUST, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP TAX-FREE FUND, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, on behalf of its Portfolios identified on Schedule A

6

VOYAGEUR INSURED FUNDS, on behalf of its Portfolios identified on Schedule A

VOYAGEUR INTERMEDIATE TAX FREE FUNDS, on behalf of its Portfolios identified on Schedule A

VOYAGEUR MUTUAL FUNDS, on behalf of its Portfolios identified on Schedule A

VOYAGEUR MUTUAL FUNDS II, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP GOVERNMENT FUND, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, on behalf of its Portfolios identified on Schedule A

DELAWARE POOLED TRUST, on behalf of its Portfolios identified on Schedule A

VOYAGEUR MUTUAL FUNDS III, on behalf of its Portfolios identified on Schedule A

VOYAGEUR TAX FREE FUNDS, on behalf of its Portfolios identified on Schedule A

DELAWARE VIP TRUST, on behalf of its Portfolios identified on Schedule A

DELAWARE INVESTMENTS COLORADO MUNICIPAL INCOME FUND, INC.

DELAWARE INVESTMENTS NATIONAL MUNICIPAL INCOME FUND

DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND II, INC.

DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC.

7

DELAWARE ENHANCED GLOBAL DIVIDEND AND INCOME FUND

By:	/s/ Richard Salus
Name:	Richard Salus
Title:	Chief Financial Officer

THE BANK OF NEW YORK MELLON

By:	/s/ Christopher P. Healy
Name:	Christopher P. Healy
Title:	Managing Director

8

Schedule A

The following Registrants, Series and share classes are covered by, and made parties to, the Amendment as of the date first written above:

Registrants, Series and Share Class

Delaware Group^® Adviser Funds

   Delaware Diversified Income Fund – Class A, Class C, Class R, Class R6 and Institutional Class Shares

   Delaware Global Real Estate Opportunities Fund – Class A, Class C, Class R and Institutional Class Shares

   Delaware U.S. Growth Fund – Class A, Class C, Class R, Class R6 and Institutional Class Shares

Delaware Group^® Cash Reserve

   Delaware Investments Ultrashort Fund – Class A, Class C, Class L and Institutional Class Shares

Delaware Group^® Equity Funds I

   Delaware Mid Cap Value Fund – Class A, Class C, Class R and Institutional Class Shares

Delaware Group^® Equity Funds II

   Delaware Value^® Fund – Class A, Class C, Class R, Class R6, Class T and Institutional Class Shares

Delaware Group^® Equity Funds IV

   Delaware Healthcare Fund – Class A, Class C, Class R and Institutional Class Shares

   Delaware Small Cap Growth Fund – Class A, Class C, Class R and Institutional Class Shares

   Delaware Smid Cap Growth Fund – Class A, Class C, Class R, Class R6 and Institutional Class Shares

Delaware Group^® Equity Funds V

   Delaware Small Cap Core Fund – Class A, Class C, Class R, Class R6 and Institutional Class Shares

   Delaware Small Cap Value Fund  – Class A, Class C, Class R, Class R6 and Institutional Class Shares

   Delaware Wealth Builder Fund – Class A, Class C, Class R and Institutional Class Shares
      (formerly, Delaware Dividend Income Fund)

Delaware Group^® Foundation Funds
 (Delaware Foundation Funds^®)

   Delaware Foundation^® Conservative Allocation Fund – Class A, Class C, Class R and Institutional Class Shares

   Delaware Foundation^® Growth Allocation Fund – Class A, Class C, Class R and Institutional Class Shares

   Delaware Foundation^® Moderate Allocation Fund – Class A, Class C, Class R and Institutional Class Shares

Delaware Group^® Global & International Funds

   Delaware Asia Select Fund – Class A, Class C, and Institutional Class Shares
      (formerly, Delaware Macquarie Asia Select Fund)

   Delaware Emerging Markets Fund – Class A, Class C, Class R, Class R6 and Institutional Class Shares

   Delaware Global Value Fund – Class A, Class C, Class R and Institutional Class Shares

   Delaware International Small Cap Fund – Class A, Class C, Class R, Class R6 and Institutional Class Shares
      (formerly, Delaware Focus Global Growth Fund)

   Delaware International Value Equity Fund – Class A, Class C, Class R and Institutional Class Shares

Delaware Group^® Government Fund

   Delaware Emerging Markets Debt Fund – Class A, Class C, Class R and Institutional Class Shares

   Delaware Strategic Income Fund – Class A, Class C, Class R and Institutional Class Shares
      (formerly, Delaware Core Plus Bond Fund)

Delaware Group^® Income Funds

   Delaware Corporate Bond Fund – Class A, Class C, Class R and Institutional Class Shares

   Delaware Extended Duration Bond Fund – Class A, Class C, Class R, Class R6 and Institutional Class Shares

   Delaware Floating Rate Fund – Class A, Class C, Class R and Institutional Class Shares
      (formerly, Delaware Diversified Floating Rate Fund)

   Delaware High-Yield Opportunities Fund – Class A, Class C, Class R and Institutional Class Shares

Delaware Group^® Limited-Term Government Funds

   Delaware Limited-Term Diversified Income Fund – Class A, Class C, Class R, Class R6 and Institutional Class Shares

Delaware Group^® State Tax-Free Income Trust

   Delaware Tax-Free Pennsylvania Fund – Class A, Class C, and Institutional Class Shares

Delaware Group^® Tax-Free Fund

   Delaware Tax-Free USA Fund – Class A, Class C, and Institutional Class Shares

   Delaware Tax-Free USA Intermediate Fund – Class A, Class C, and Institutional Class Shares

9

Registrants, Series and Share Class

Delaware Pooled^® Trust

   Macquarie Core Plus Bond Portfolio – DPT Class
      (formerly, The Core Plus Fixed Income Portfolio)

   Macquarie Emerging Markets Portfolio – DPT Class
      (formerly, The Emerging Markets Portfolio)

   Macquarie Emerging Markets Portfolio II – DPT Class
      (formerly, The Emerging Markets Portfolio II)

   Macquarie High Yield Bond Portfolio – DPT Class
      (formerly, The High-Yield Bond Portfolio)

   Macquarie Labor Select International Equity Portfolio – DPT Class
      (formerly, The Labor Select International Equity Portfolio)

   Macquarie Large Cap Value Portfolio – DPT Class
      (formerly, The Large-Cap Value Equity Portfolio)

   Delaware REIT Fund – Class A, Class C, Class R and Institutional Class Shares
      (formerly, The Real Estate Investment Trust Portfolio)

Delaware VIP^® Trust

   Delaware VIP^® Diversified Income Series – Standard Class Shares and Service Class Shares

   Delaware VIP^® Emerging Markets Series – Standard Class Shares and Service Class Shares

   Delaware VIP^® High Yield Series – Standard Class Shares and Service Class Shares

   Delaware VIP^® International Value Equity Series – Standard Class Shares and Service Class Shares

   Delaware VIP^® Limited-Term Diversified Income Series – Standard Class Shares and Service Class Shares

   Delaware VIP^® REIT Series – Standard Class Shares and Service Class Shares

   Delaware VIP^® Small Cap Value Series – Standard Class Shares and Service Class Shares

   Delaware VIP^® Smid Cap Core Series – Standard Class Shares and Service Class Shares

       (formerly, Delaware VIP^® Smid Cap Growth Series)

   Delaware VIP^® U.S. Growth Series – Standard Class Shares and Service Class Shares

   Delaware VIP^® Value Series – Standard Class Shares and Service Class Shares

Voyageur Insured Funds

   Delaware Tax-Free Arizona Fund – Class A, Class C, and Institutional Class Shares

Voyageur Intermediate Tax Free Funds

   Delaware Tax-Free Minnesota Intermediate Fund – Class A, Class C, and Institutional Class Shares

Voyageur Mutual Funds

   Delaware Minnesota High-Yield Municipal Bond Fund – Class A, Class C, and Institutional Class Shares

   Delaware National High-Yield Municipal Bond Fund – Class A, Class C, and Institutional Class Shares

   Delaware Tax-Free California Fund – Class A, Class C, and Institutional Class Shares

   Delaware Tax-Free Idaho Fund – Class A, Class C, and Institutional Class Shares

   Delaware Tax-Free New York Fund – Class A, Class C, and Institutional Class Shares

Voyageur Mutual Funds II

   Delaware Tax-Free Colorado Fund – Class A, Class C, and Institutional Class Shares

Voyageur Mutual Funds III

   Delaware Select Growth Fund – Class A, Class C, Class R, and Institutional Class Shares

Voyageur Tax Free Funds

   Delaware Tax-Free Minnesota Fund – Class A, Class C, and Institutional Class Shares

Delaware Enhanced Global Dividend and Income Fund – Common Shares

Delaware Investments Dividend and Income Fund, Inc. – Common Shares

Delaware Investments Colorado Municipal Income Fund, Inc. – Common Shares and Preferred Shares

Delaware Investments Minnesota Municipal Income Fund II, Inc. – Common Shares and Preferred Shares

Delaware Investments National Municipal Income Fund – Common Shares and Preferred Shares

10

Exhibit I

Authorized Contacts for Communication

All communications between the Fund and BNYM should occur with the authorized contacts listed below. This includes, but not limited to, requests for information including phone and email communications, account changes, access requests and systems support.

Fund Contacts:

(List Primary and Alternate contacts for each business area)

Optimum Fund Trust Contact	Telephone	Email Address
Richard Salus	(215) 255-1010	Richard.Salus@macquarie.com
Daniel Geatens	(215) 255-1664	Daniel.Geatens@macquarie.com
Andrew McEvoy	(215) 255-1663	Andrew.McEvoy@macquarie.com

BNYM Contacts:

BNYM Contact	Telephone	Email Address
Christopher Healy	(617) 382-2671	Christopher.healy@bnymellon.com

11

EX-99.9 CUST CONTRCT

EX-99.9.a.iii

AMENDMENT NO. 4 TO MUTUAL FUND CUSTODY AND SERVICES AGREEMENT

This Amendment No. 4 (“Amendment”) is made as of the 19th day of July, 2019, by and between each investment company listed on the signature page hereto (each referred to herein as the “Fund”) and THE BANK OF NEW YORK MELLON (formerly, Mellon Bank, N.A.) (“Custodian” or “BNY Mellon”).

BACKGROUND:

A.Each Fund and Custodian are parties to a Mutual Fund Custody and Services Agreement dated as of July 20, 2007, as amended (the “Agreement”), relating to Custodian’s provision of custody services to each Fund and the Fund’s respective series (“Series”). This Amendment is an amendment to the Agreement.

B.The parties desire to amend the Agreement as set forth herein.

TERMS:

The parties hereby agree that:

1. A new Article IV Section 10 of the Agreement is added as follows:

10. Sanctions.

a. Throughout the term of this Agreement, each Fund:  (i) will maintain, and comply with, policies and procedures designed to prevent violations of Sanctions, including measures to accomplish effective and timely scanning of all relevant data with respect to incoming or outgoing assets or transactions relating to this Agreement; (ii) will ensure that neither the Fund, nor any of its directors, officers or employees is an individual or entity that is, or is owned or controlled by an individual or entity that is:  (A) the target of Sanctions or (B) located, organized or resident in a country or territory that is, or whose government is, the target of Sanctions; (iii) will ensure that neither Delaware Management Company, a series of Macquarie Investment Management Business Trust (“DMC”), Delaware Distributors, L.P. (“DDLP”), Delaware Investments Fund Services Company (“DIFSC”), or any entity affiliated with DMC, DDLP or DIFSC by being under common control with DMC, DDLP or DIFSC (together, the “Macquarie Entities”) nor any of the directors, officers or employees of the Macquarie Entities is an individual or entity that is, or is owned or controlled by an individual or entity that is the target of Sanctions, (iv) will ensure that neither DMC, DDLP or DIFSC, or any subsidiary of DMC, DDLP or DIFSC (together, the “Delaware Entities”) nor any of the directors, officers or employees of the Delaware Entities is an individual or entity that is located, organized or resident in a country or territory that is, or whose government is, the target of Sanctions, and (v) will not, directly or indirectly, use the accounts under this Agreement in any manner that would result in a violation by the Fund or Custodian of Sanctions.

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b. Throughout the term of this Agreement, Custodian:  (i) will maintain, and comply with, policies and procedures designed to prevent violations of Sanctions, including measures to accomplish effective and timely scanning of all relevant data with respect to incoming or outgoing assets or transactions relating to this Agreement; (ii) will ensure that neither the Custodian nor any of its affiliates, directors, officers or employees is an individual or entity that is, or is owned or controlled by an individual or entity that is the target of Sanctions; and (iii) will not, directly or indirectly, use the accounts under this Agreement in any manner that would result in a violation by a Fund or Custodian of Sanctions.

c. To the extent reasonably practicable, each Fund will promptly provide, or if BNY Mellon Investment Servicing (US) Inc. serves as the Fund’s transfer agent or sub-transfer agent will cause BNY Mellon Investment Servicing (US) Inc. in its role as transfer agent or sub-transfer agent to promptly provide, to Custodian such information as Custodian reasonably requests in connection with the matters referenced in this Section 10, including information regarding (i) the accounts under this Agreement, (ii) the Assets and the source thereof, (iii) the identity of any individual or entity having or claiming an interest therein, including any investor and (iv) the Fund’s Sanctions compliance programs and any related records and/or transaction information, including with respect to any investor.  Each Fund will cooperate with Custodian and provide assistance reasonably requested by Custodian in connection with any Sanctions inquiries.

d. Custodian may, by following procedures determined by the Custodian to be reasonable, decline to act or provide services in respect of any Series, and take such other actions as it, in its reasonable discretion, deems necessary or advisable, in connection with the matters referenced in this Section 10.  If Custodian declines to act or provide services as provided in the preceding sentence, except as otherwise prohibited by applicable law or official request, Custodian will promptly inform the relevant Fund.

e. For purposes of this Section 10, “Sanctions” means all economic sanctions laws, rules, regulations, executive orders and requirements administered by any governmental authority of the United States (including the United States Office of Foreign Assets Control) or any other applicable domestic or foreign authority.

2. Miscellaneous.

(a) As hereby amended and supplemented, the Agreement, as well as capitalized terms not defined in this Amendment, shall remain in full force and effect. In the event of a conflict between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment shall control.

(b) The Agreement, as amended hereby, constitutes the complete understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior communications with respect thereto.

2

(c) This Amendment may be executed in two or more counter-parts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The facsimile signature of any party to this Amendment shall constitute the valid and binding execution hereof by such party.

(d) To the extent required by applicable law, the terms of this Amendment and the fees and expenses associated with this Amendment have been disclosed to and approved by the Board of Trustees/Directors of each Fund.

(e) This Amendment shall be governed by the laws of The Commonwealth of Pennsylvania, without regard to its principles of conflicts of laws.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers designated below on the date and year first above written.

DELAWARE GROUP ADVISER FUNDS, on behalf of its Series identified on Schedule A

DELAWARE GROUP CASH RESERVE, on behalf of its Series identified on Schedule A

DELAWARE GROUP EQUITY FUNDS I, on behalf of its Series identified on Schedule A

DELAWARE GROUP EQUITY FUNDS II, on behalf of its Series identified on Schedule A

DELAWARE GROUP EQUITY FUNDS IV, on behalf of its Series identified on Schedule A

DELAWARE GROUP EQUITY FUNDS V, on behalf of its Series identified on Schedule A

DELAWARE GROUP FOUNDATION FUNDS, on behalf of its Series identified on Schedule A

DELAWARE GROUP INCOME FUNDS, on behalf of its Series identified on Schedule A

3

DELAWARE GROUP STATE TAX-FREE INCOME TRUST, on behalf of its Series identified on Schedule A

DELAWARE GROUP TAX-FREE FUND, on behalf of its Series identified on Schedule A

DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, on behalf of its Series identified on Schedule A

VOYAGEUR INSURED FUNDS, on behalf of its Series identified on Schedule A

VOYAGEUR INTERMEDIATE TAX FREE FUNDS, on behalf of its Series identified on Schedule A

VOYAGEUR MUTUAL FUNDS, on behalf of its Series identified on Schedule A

VOYAGEUR MUTUAL FUNDS II, on behalf of its Series identified on Schedule A

DELAWARE GROUP GOVERNMENT FUND, on behalf of its Series identified on Schedule A

DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, on behalf of its Series identified on Schedule A

DELAWARE POOLED TRUST, on behalf of its Series identified on Schedule A

VOYAGEUR MUTUAL FUNDS III, on behalf of its Series identified on Schedule A

VOYAGEUR TAX FREE FUNDS, on behalf of its Series identified on Schedule A

DELAWARE VIP TRUST, on behalf of its Series identified on Schedule A

DELAWARE INVESTMENTS COLORADO MUNICIPAL INCOME FUND, INC.

4

DELAWARE INVESTMENTS NATIONAL MUNICIPAL INCOME FUND

DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND II, INC.

DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC.

DELAWARE ENHANCED GLOBAL DIVIDEND AND INCOME FUND

By:       /s/ Daniel V. Geatens

Name: Daniel V. Geatens

Title:   Vice President

THE BANK OF NEW YORK MELLON

By:	/s/ Mauricio Sandoval
Name:	Mauricio Sandoval
Title:	Director

5

Schedule A

The following Registrants and Series are covered by, and made parties to, the Amendment as of the date first written above:

Registrants and Series

Delaware Group^® Adviser Funds

   Delaware Diversified Income Fund

   Delaware Global Real Estate Opportunities Fund

   Delaware U.S. Growth Fund

Delaware Group^® Cash Reserve

   Delaware Investments Ultrashort Fund

Delaware Group^® Equity Funds I

   Delaware Mid Cap Value Fund

Delaware Group^® Equity Funds II

   Delaware Value^® Fund

Delaware Group^® Equity Funds IV

   Delaware Healthcare Fund

   Delaware Small Cap Growth Fund

   Delaware Smid Cap Growth Fund

Delaware Group^® Equity Funds V

   Delaware Small Cap Core Fund

   Delaware Small Cap Value Fund

   Delaware Wealth Builder Fund

Delaware Group^® Foundation Funds
 (Delaware Foundation Funds^®)

   Delaware Strategic Allocation Fund (formerly Delaware Foundation^® Moderate Allocation Fund)

Delaware Group^® Global & International Funds

   Delaware Emerging Markets Fund

   Delaware Global Value Fund

   Delaware International Small Cap Fund

   Delaware International Value Equity Fund

Delaware Group^® Government Fund

   Delaware Emerging Markets Debt Fund

   Delaware Strategic Income Fund

Delaware Group^® Income Funds

   Delaware Corporate Bond Fund

   Delaware Extended Duration Bond Fund

   Delaware Floating Rate Fund

   Delaware High-Yield Opportunities Fund

6

Registrants and Series

Delaware Group^® Limited-Term Government Funds

   Delaware Limited-Term Diversified Income Fund

Delaware Group^® State Tax-Free Income Trust

   Delaware Tax-Free Pennsylvania Fund

Delaware Group^® Tax-Free Fund

   Delaware Tax-Free USA Fund

   Delaware Tax-Free USA Intermediate Fund

Delaware Pooled^® Trust

   Macquarie Core Plus Bond Portfolio

   Macquarie Emerging Markets Portfolio

   Macquarie Emerging Markets Portfolio II

   Macquarie High Yield Bond Portfolio

   Macquarie Labor Select International Equity Portfolio

   Macquarie Large Cap Value Portfolio

   Delaware REIT Fund

Delaware VIP^® Trust

   Delaware VIP^® Diversified Income Series

   Delaware VIP^® Emerging Markets Series

   Delaware VIP^® High Yield Series

   Delaware VIP^® International Value Equity Series

   Delaware VIP^® Limited-Term Diversified Income Series

   Delaware VIP^® REIT Series

   Delaware VIP^® Small Cap Value Series

   Delaware VIP^® Smid Cap Core Series

   Delaware VIP^® U.S. Growth Series

   Delaware VIP^® Value Series

Voyageur Insured Funds

   Delaware Tax-Free Arizona Fund

Voyageur Intermediate Tax Free Funds

   Delaware Tax-Free Minnesota Intermediate Fund

Voyageur Mutual Funds

   Delaware Minnesota High-Yield Municipal Bond Fund

   Delaware National High-Yield Municipal Bond Fund

   Delaware Tax-Free California Fund

   Delaware Tax-Free Idaho Fund

   Delaware Tax-Free New York Fund

Voyageur Mutual Funds II

   Delaware Tax-Free Colorado Fund

Voyageur Mutual Funds III

   Delaware Select Growth Fund

Voyageur Tax Free Funds

   Delaware Tax-Free Minnesota Fund

Delaware Enhanced Global Dividend and Income Fund

Delaware Investments Dividend and Income Fund, Inc.

7

Registrants and Series

Delaware Investments Colorado Municipal Income Fund, Inc.

Delaware Investments Minnesota Municipal Income Fund II, Inc.

Delaware Investments National Municipal Income Fund

8

EX-99.13 OTH CONTRCT

EX-99.13.b

AMENDED AND RESTATED FUND ACCOUNTING AND FINANCIAL ADMINISTRATION
SERVICES AGREEMENT

THIS AGREEMENT is made as of the 1st day of January, 2014 (the “Effective Date”) by and between The Bank of New York Mellon (referred to herein as “BNYM”), a bank organized under the laws of the State of New York having its principal place of business at One Wall Street, New York, NY 10286, and each investment company listed on Schedule A (referred to herein, individually, as a “Fund” and, collectively, as the “Funds”), having its principal place of business at 2005 Market Street, Philadelphia, PA  19103.

WHEREAS, each Fund is registered with the Securities and Exchange Commission (“SEC”) as an investment company under the Investment Company Act of 1940 (the “1940 Act”), and is classified as an open-end management investment company, unless otherwise noted;

WHEREAS, BNYM is engaged in the fund accounting and financial administration services business; and

WHEREAS, each Fund desires that BNYM perform the fund accounting, financial administration and related services described in this Agreement for the Fund, and BNYM is willing to perform such services on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in exchange for good and valuable consideration, the receipt and sufficiency of which are acknowledged, and intending to be legally bound, each Fund and BNYM agree as follows:

 1.  Services

A.BNYM shall perform for each Fund and its series (including all share classes) listed in Schedule A to this Agreement, the fund accounting, financial administration and related services set forth in Schedule B to this Agreement (“Services”).  BNYM and a Fund may mutually agree to add or delete a Fund series and/or class, which must be evidenced by amending Schedule A.  Each existing and future series of a Fund (including all share classes) covered by this Agreement is individually and collectively referred to as a “Portfolio.”  BNYM may perform other services for each Fund only upon terms, conditions and compensation that BNYM and each Fund mutually agree to, as evidenced by an amendment to this Agreement or Schedule B. 

B.BNYM may enter into additional agreements with each Fund or its designated service provider from time to time with respect to:  (i) certain operational functions that BNYM will perform in connection with this Agreement; and (ii) performance measures pursuant to which BNYM will be expected to provide the Services (the “Service Level Documents”).  The Service Level Documents will be designed to provide operational guidance and performance metrics information that may be used by each Fund and BNYM to assist in the delivery of the Services and to measure BNYM’s performance in providing the Services.  Each Fund and BNYM agree that the Service Level Documents will reflect the division of operational functions

Page 1

between or among each Fund, its agents and BNYM, and specific performance measures for BNYM, rather than imposing specific contractual obligations under this Agreement.  Notwithstanding the foregoing, (i) BNYM’s material and systemic failure to perform its operational functions or to satisfy the performance measures pursuant to the Service Level Documents may be considered a material breach of the “For Cause” provisions described in Section 3.B of this Agreement; (ii) the Service Level Documents may provide remedies for the failure to satisfy the operational functions or performance measures contemplated thereunder that are separate and apart from any right that each Fund or BNYM may exercise under this Agreement; and (iii) BNYM’s performance or non-performance of the Services, separate and apart from the operational functions and performance measures reflected in any Service Level Document, may give rise to any remedies that each Fund may assert against BNYM under the terms of this Agreement.

C.BNYM's present intention is to utilize the Eagle STAR/PACE platform as its fund accounting platform, with the understanding of the parties that BNYM reserves the right to utilize other accounting platform(s) that allow(s) BNYM to perform the Services at a quality and level equivalent to the quality and level set forth in the Service Level Documents.  BNYM shall be responsible for the costs and expenses incurred by BNYM and the Funds for converting from the Eagle STAR/PACE platform to other accounting platform(s) in accordance with this subparagraph C.

 2. Compensation and Expenses

A.In return for performing the Services, the Funds shall compensate BNYM as set forth in this Section and in Schedule C to this Agreement.  Fees due will be accrued daily.  If this Agreement is lawfully terminated before the end of any month, fees shall be calculated on a pro rated basis through the date of termination and shall be due upon the Agreement’s termination date.

B.Each Fund will pay all of its own expenses that are incurred in the Fund’s operation and not specifically assumed by BNYM.  Expenses to be borne by each Fund include, but are not limited to: pricing, security and other similar data information vendor services; organizational expenses; costs of services of the Fund’s independent registered public accounting firm (“Independent Accountant”) and the Fund’s outside legal and tax counsel (including such counsel’s review of the Fund’s registration statement, proxy materials, federal and state tax qualification as a regulated investment company and any review of reports and materials prepared by BNYM under this Agreement); costs of any services contracted for by the Fund directly from parties other than BNYM; trade association dues; costs of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Fund; investment advisory fees; taxes; Fund insurance premiums and other Fund insurance-related fees and expenses applicable to its operation; costs incidental to any meetings of shareholders, including, but not limited to, legal and auditor fees, proxy filing fees and the costs of printing and mailing of any proxy materials; costs incidental to Fund board meetings, including fees and expenses of Fund board members, but excluding costs specifically assumed by BNYM; the salary and expenses of any officer, director/trustee or employee of the Fund who is not also a BNYM employee; registration fees, filing fees, and costs incidental to the preparation, typesetting, printing and/or distribution, as applicable, of the Fund’s registration

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statements on Forms N-1A, N-2, N-3, N-4, N-6, and N-14, as applicable, and any amendments thereto, shareholder reports on Form N-CSR, Form N-SARs, Form N-Q, Form N-PX, Form N-MFP, tax returns, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; and other expenses properly payable by the Fund.

C.Each Fund agrees to reimburse BNYM for its actual out-of-pocket expenses in providing the Services, including without limitation, the following:

(i)the electronic transmission expenses incurred by BNYM in communicating with such Fund, such Fund’s investment advisers (which term, for purposes of this Agreement, shall be interpreted to include any sub-advisers) or custodian, dealers or others as required for BNYM to perform the Services, if an Authorized Person requests such electronic transmission and provides BNYM with prior written approval;

(ii)the costs of creating microfilm, microfiche or electronic copies of such Fund’s records, and the costs of storage of paper and electronic copies of such Fund’s records; provided, that BNYM must obtain the prior written approval of an Authorized Person if such costs for the Fund exceed $7,500 in any calendar year;

(iii)the charges for services provided by vendors set forth in Schedule D;

(iv)any additional expenses incurred by BNYM at the written direction of an Authorized Person;

(v)any additional expenses reasonably incurred by BNYM in the performance of the Services, provided that, (a) if any individual expense is less than $1,000, BNYM shall provide prior written notice to such Fund to the extent practicable, and (b) if any individual expense is $1,000 or more, BNYM must obtain the prior written approval of an Authorized Person of the Fund; and

(vi)in the event that BNYM is requested or authorized by such Fund or is required by law, summons, subpoena, investigation, examination or other legal or regulatory process to produce documents or personnel with respect to the Services, and so long as BNYM is not the subject of the investigation or proceeding in question, such Fund will reimburse BNYM for its actual out-of-pocket expenses (including reasonable attorneys’ fees) incurred in responding to these requests.  In addition, when non-routine, extensive or extraordinary productions or investigations occur, BNYM will notify such Fund (as soon as reasonably practicable) and such Fund will reimburse BNYM for its personnel’s professional time (at BNYM’s standard billing rates or other mutually agreed upon rates).

D.BNYM shall be entitled to receive the following amounts:

(i)Any systems development and project fees for new or enhanced products or services requested by a Fund (including significant enhancements required by regulatory changes), and all systems-related expenses associated with the provision of special reports and services, in each case as agreed upon in advance by an Authorized Person; and

(ii)Ad hoc reporting fees billed at an agreed upon rate.

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E.BNYM will bill each Fund on a monthly basis for the fees and expenses owed to BNYM by such Fund under this Agreement.  The monthly bill shall be set forth on a detailed invoice in a form mutually agreed upon by BNYM and the Funds.  BNYM shall send such invoice to each Fund no later than fifteen (15) days after the last day of each month; provided, however, that the failure by BNYM to do so shall not be considered a breach of this Agreement.  Each Fund shall pay such invoice within fifteen (15) days of receipt of such invoice by such Fund.  Any undisputed fees or expenses that are not paid by a Fund within the required time frame shall be subject to a late fee of 1.5% of the amount billed for each month that such fees or expenses remain unpaid, and the late fee shall be due and payable upon demand.  If any fees or any expenses are disputed by a Fund, BNYM and such Fund shall work together in good faith to resolve the dispute promptly.

F.BNYM will assume responsibility for the costs of its ordinary and necessary office facilities (including telephone, telephone transmission, and telecopy expenses), equipment and personnel to perform the Services, including the compensation of its employees who serve as Fund trustees, directors or officers.  In the event that BNYM is the subject of an examination, subpoena, investigation, proceeding or legal or regulatory process relating to the Services it provides to a Fund (“BNYM Services Inquiry”), and if BNYM requests that the Fund provide, or if the Fund is required by law, summons, subpoena, investigation, examination or other legal or regulatory process, to produce documents or personnel with respect to the Services, then BNYM will reimburse the Fund for its actual out-of-pocket expenses (including reasonable attorneys’ fees) incurred in responding to these requests.  Furthermore, if the BNYM Services Inquiry is non-routine, extensive or extraordinary, then BNYM will reimburse the Fund for its personnel’s professional time at mutually agreed upon rates.

 3. Length and Termination of Agreement

A.The term of this Agreement shall begin on the Effective Date and continue for an initial term of four (4) years(the “Initial Term”).  Unless otherwise terminated in accordance with its terms, BNYM shall either (i) request that this Agreement be extended for an additional four (4) year period, or (ii) indicate that this Agreement will be terminated upon the expiration of the Initial Term or a Renewal Term (as the case may be), in either case by sending a written notice of its intent to the Funds no later than three (3) months prior to the third anniversary of the Effective Date of the Initial Term or three (3) months prior to the third anniversary of the effective date of a Renewal Term (as the case may be).  If BNYM requests that this Agreement be extended for an additional four (4) year period and the Funds do not reject such request in writing to BNYM by the third anniversary of the Effective Date of the Initial Term or the third anniversary of the effective date of a Renewal Term (as the case may be), this Agreement shall be extended for an additional four (4) year period (a “Renewal Term”).  If either (a) BNYM indicates that this Agreement will be terminated upon the expiration of the Initial Term or a Renewal Term (as the case may be) by sending a written notice of its intent to the Funds no later than three (3) months prior to the third anniversary of the Effective Date of the Initial Term or three (3) months prior to the third anniversary of the effective date of a Renewal Term (as the case may be), or (b) the Funds respond to BNYM’s request to extend for an additional four (4) year period by rejecting such request in writing to BNYM no later than the third anniversary of the Effective Date of the Initial Term or the third anniversary of the effective date of a Renewal

Page 4

 Term (as the case may be), then this Agreement shall continue in effect until the date on which the Funds complete their conversion to a successor service provider, provided that such date: (i) shall not be earlier than the end of the Initial Term or Renewal Term (as the case may be) and (ii) shall not be later than one (1) year after the end of the Initial Term or Renewal Term (as the case may be).

B.This Agreement may be terminated by the following party or parties, as the case may be, for one or more of the following reasons, provided the terminating party provides the applicable written notice to the other party or parties, as the case may be, of the reason for such termination:

(i)NonRenewal:  BNYM or the Funds may decline to extend the terms of this Agreement beyond the Initial Term under subparagraph A of this Section;

(ii)Mutual Agreement:  BNYM and the Funds may mutually agree in writing to terminate this Agreement at any time;

(iii)“For Cause”:  (a) BNYM may terminate this Agreement “For Cause,” as defined below, by providing the Funds with written notice of termination “For Cause” (a “Breach Termination Notice”) at least 60 days prior to the date of termination of this Agreement, or (b) a Fund may terminate this Agreement with respect to such Fund “For Cause,” as defined below, by providing BNYM with a Breach Termination Notice at least 60 days prior to the date of termination of this Agreement with respect to such Fund;

(iv)Failure to Pay:  BNYM may terminate this Agreement if BNYM has notified the Funds that they have failed to pay BNYM any undisputed amounts when due under this Agreement and the Funds have failed to cure such default within 30 days of receipt of such notice (or, if the Funds have disputed in good faith any fees over and above the minimum fees set forth in Schedule C or any expenses, upon final resolution of such dispute).

For purposes of subparagraph (iii) above, “For Cause” shall mean:

(a)a material breach of this Agreement by any other party or parties, as the case may be, that has not been remedied for 30 days following written notice by the terminating party that identifies in reasonable detail the alleged failure of the other party or parties, as the case may be, to perform, provided that if such default is capable of being cured, then the other party or parties, as the case may be, are entitled to such longer period as may reasonably be required to cure such default if the other party or parties, as the case may be, have commenced such cure and is diligently pursuing same, but such cure must be completed within 120 days in any event;

(b)when any other party or parties, as the case may be, commit any act or omission that constitutes gross negligence, willful misconduct, fraud or reckless disregard of its or their duties under this Agreement and that act or omission results in material adverse consequences to the terminating party;

(c)a final, unappealable judicial, regulatory or administrative ruling or order in which any other party or parties, as the case may be, have been found guilty of

Page 5

criminal or unethical behavior in the conduct of its business that directly relates to the subject matter of the Services; or

(d)when any other party or parties, as the case may be, shall make a general assignment for the benefit of its or their creditors or any proceeding shall be instituted by or against the other party or parties, as the case may be, to adjudicate it or them as bankrupt or insolvent, or to seek to liquidate, wind up, or reorganize the other party or parties, as the case may be, or protect or relieve its or their debts under any law, or to seek the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or them or for a substantial portion of its or their assets, which proceeding shall remain unstayed for sixty (60) days or the other party or parties, as the case may be, have taken steps to authorize any of the above actions or has become unable to pay its or their debts as they mature.

C.If this Agreement is terminated by any party (regardless of whether it is terminated pursuant to paragraph B. above or for any reason other than those specified in paragraph B. above), the Funds shall pay to BNYM on or before the effective date of such termination any undisputed and unpaid fees owed to, and shall reimburse BNYM for any undisputed and unpaid out-of-pocket costs and expenses owed to, BNYM under this Agreement prior to its termination.

D.If either (i) the Funds terminate this Agreement for any reason other than those specified in paragraph B. above (“Early Termination”), or (ii) BNYM terminates this Agreement “For Cause” or the Funds’ “failure to pay” under subparagraphs B(iii) or B(iv) of this Section, respectively, then the Funds shall make a one-time cash payment (a “Termination Fee”) equal to the lesser of (A) all fees and other amounts calculated as if BNYM were to provide all services hereunder until the expiration of, as applicable, the Initial Term or the then current Renewal Term, based upon the Average Three Month Fees (as defined below), or (B) a percentage (the “Stated Percentage”) of all fees and other amounts calculated as if BNYM were to provide all services hereunder for a period of one year based upon Average Three Month Fees (as defined below). For purposes of this Agreement, “Average Three Month Fees” means the average of (i) the aggregate fees (excluding out-of-pocket expenses) due to BNYM under this Agreement during the last three full calendar months immediately prior to the date of the notice of Early Termination or Breach Termination Notice, as applicable, and (ii) the aggregate fees (excluding out-of-pocket expenses) due to BNYM under this Agreement during the last full three full calendar months immediately prior to the termination date of this Agreement.  The Stated Percentage shall be: (i) 100% during the first two years of the Initial Term or Renewal Term (as the case may be); (ii) 50% during the third year of the Initial Term or Renewal Term (as the case may be); and (iii) 25% during the fourth year of the Initial Term or Renewal Term (as the case may be).  In addition, the Funds shall reimburse BNYM promptly for any actual, provable, extraordinary, non-customary and direct costs and expenses (other than any Costs and Expenses) incurred by BNYM in connection with effecting such termination and converting the Funds to a successor service provider, including without limitation the delivery to such successor service provider, the Funds and/or other Funds’ service providers any of the Funds’ property, records, data, instruments and documents.

Page 6

The parties acknowledge and agree that, upon the occurrence of any of such events giving rise to a Termination Fee:  (i) a determination of actual damages incurred by BNYM would be extremely difficult, (ii) the Termination Fee is intended to adequately compensate BNYM for damages incurred and is not intended to constitute any form of penalty, and (iii) the Termination Fee is intended to include the Costs and Expenses incurred by BNYM in connection with effecting such termination and converting the Fund to a successor service provider, including, without limitation, the delivery to such successor service provider, the Fund and/or other Fund service providers any of the Fund’s property, records, data, instruments and documents.  The parties further acknowledge and agree that, upon the occurrence of a significant change in the number of Funds or Portfolios during the Initial Term, they will discuss in good faith a possible adjustment to the Termination Fee; provided, however, that no party shall be obligated to agree to any such adjustment.

E.If either (i) BNYM terminates this Agreement with respect to a Fund at any time for any reason other than those specified in paragraph B. above, or (ii) a Fund terminates this Agreement with respect to such Fund at any time “For Cause” under subparagraph B(iii) of this Section, then BNYM shall reimburse such Fund for any Costs and Expenses incurred by such Fund in connection with converting such Fund to a successor service provider, including without limitation the delivery to such successor service provider, such Fund and/or other Fund’s service providers any of such Fund’s property, records, data, instruments and documents.

F.If this Agreement is terminated (i) by BNYM and/or the Funds, as the case may be, at any time for “nonrenewal” or “upon mutual agreement” under subparagraphs B(i) and B(ii), respectively, the Funds shall reimburse BNYM promptly for any Costs and Expenses incurred by BNYM in connection with effecting such termination and converting the Funds to a successor service provider, including without limitation the delivery to such successor service provider, the Funds and/or other Funds’ service providers any of the Funds’ property, records, data, instruments and documents.

G.For purposes of this Section 3, “Costs and Expenses” incurred by a party shall mean any actual, provable, reasonable, customary and direct costs and expenses incurred by such party.  For purposes of this Section 3, Costs and Expenses shall not include any wind-down costs, including, without limitation, non-cancelable lease payments; severance payments due and payable to personnel of BNYM or its Subcontractors that were not engaged by BNYM at the instruction of a Fund or the Funds; unused equipment expense; and non-cancelable payments or termination charges regarding hosting and other subcontracting services that were not incurred at the instruction of a Fund or the Funds and that cannot be transferred or redeployed by BNYM.  For purposes of this Agreement, “Subcontractor” shall include any third party, whether affiliated or unaffiliated with BNYM, engaged by BNYM in connection with the performance of the Services.

Such party must provide the other party with written evidence of such costs and expenses before the other party is obligated to pay them.  Such party also has a duty to mitigate, and must exercise its duty to mitigate, such costs and expenses.  Except as expressly set forth in Sections 3 and 9 and Schedule C, no party hereto shall be responsible for any costs and expenses or damages of any kind whatsoever resulting from, related to or otherwise in connection with the termination of this Agreement.

Page 7

H.In the event that this Agreement is terminated by a party or the parties, as the case may be, the parties hereto agree to cooperate and act in good faith to ensure an orderly conversion of the applicable Fund or Funds to a successor service provider with respect to the Services provided under this Agreement.  Without limiting the generality of the foregoing sentence, BNYM agrees that, in the event this Agreement is terminated by a party or the parties, it will deliver a Fund’s or the Funds’ property, records, data, instruments and documents to such Fund or the Funds, its or their successor service providers and/or its or their other service providers, as the case may be, in a non-proprietary, commercially-available format.

I.The termination of this Agreement with respect to any given Fund or Portfolio shall in no way affect the continued validity of this Agreement with respect to any other Fund or Portfolio.  Furthermore, if, following termination of this Agreement with respect to any given Fund or Portfolio, BNYM continues to perform any one or more of the Services with the express consent of such Fund or Portfolio, then the provisions of this Agreement, including without limitation the provisions dealing with indemnification and compensation, shall continue in full force and effect.

 4. Amendments, Assignment and Delegation

A modification of this Agreement (which term includes all Schedules) will be effective only if in writing and signed by the affected parties.  No party shall assign the rights or delegate the duties, or outsource a significant portion of the Services, pursuant to this Agreement without the prior written consent of the other party or parties, except as follows:

(i)BNYM may employ such person or persons it may deem desirable to assist it in performing the Services without notice to a Fund;

(ii)BNYM shall provide written notice to each affected Fund before BNYM engages an unaffiliated third party to provide significant services or functions to assist BNYM in performing the Services under this Agreement;

(iii)BNYM may delegate one or more of the functions or assign this Agreement to any direct or indirect majority-owned subsidiary of The Bank of New York Mellon Corporation or its successor with timely notice to the affected Fund; and

(iv)A Fund merger or reorganization that does not result in a change in such Fund’s investment adviser and where the fund surviving from such merger or reorganization assumes the duties and obligations of such Fund under this Agreement shall not require BNYM’s consent.

With respect to (i), (ii) and (iii) above, BNYM shall (a) be responsible for the acts or omissions of such persons, third parties and subsidiaries to the same extent as BNYM’s own acts or omissions under this Agreement, (b) be responsible for the compensation of such persons, third parties and subsidiaries, and (c) not be relieved of any of its responsibilities under this Agreement by virtue of the use of such persons, third parties and subsidiaries.  However, if a Fund instructs BNYM to engage a Subcontractor for the performance of any of the Services,

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 BNYM will not be responsible for any acts or omissions by, or compensation payable to, such Subcontractor.

This Agreement shall be binding upon, and shall inure to the benefit of, the parties and their respective successors and permitted assigns.

 5. Documentation

A.Each Fund represents that it has provided or made available to BNYM (or has given BNYM an opportunity to examine) copies of the following documents, current as of the Effective Date of this Agreement:

(i)The Articles of Incorporation, Agreement and Declaration of Trust, Partnership Agreement, or other similar charter document, as relevant, evidencing the Fund’s form of organization and any current amendments thereto;

(ii)The By-Laws or procedural guidelines of each Fund;

(iii)Any resolution or other action of the Fund or the Fund board establishing or affecting the rights, privileges or other status of any class of shares of a Portfolio, or altering or abolishing any such class;

(iv)A copy of a resolution of the Fund board appointing BNYM to provide the Services for each Portfolio and authorizing the execution of this Agreement and its Schedules;

(v)A copy of the Fund’s currently effective prospectus(es) and statement(s) of additional information (“Registration Statement”) under the Securities Act of 1933 (the “1933 Act”) and 1940 Act;

(vi)Copies of all pertinent Fund policies and procedures that affect the Services, including, but not limited to, those relating to valuation, pricing, Section 2(a)(41) of the 1940 Act and Rules 2a-4 and 2a-7 thereunder, net asset value errors, and “as-of” processing (e.g., relating to error corrections, post-trade revisions or similar processing policies that may exist);

(vii)Such other documents, certificates or opinions which BNYM reasonably believes to be necessary or appropriate in the proper performance of the Services, subject to the agreement of the Fund, which shall not be unreasonably withheld; and

(viii)Any amendment, revocation or other document altering, adding, qualifying or repealing any document or authority called for under this Section.

B.Each Fund will provide BNYM with notice and/or a copy of any material amendment to the items set forth in this Section.  BNYM will not be responsible for changing or conforming the Services to any such amendment until BNYM has received notice or a copy of such change, and the parties have negotiated in good faith to reach mutually agreeable terms applicable to such additional service(s) and have amended any affected Schedules.

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6.Representations and Warranties of each Fund

Each Fund represents and warrants the following:

A.The Fund is duly organized and validly existing, in good standing under the laws of the jurisdiction of its organization, and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification.

B.The Fund has requisite authority and power under its organizational documents and applicable law to execute, deliver, consummate and perform this Agreement; this Agreement is legally valid, binding and enforceable against the Fund; and the Fund has all necessary registrations and/or licenses necessary to conduct the activities as described in the Registration Statement.

C.There is no pending or threatened legal proceeding or regulatory action that would materially impair the Fund’s ability to perform its obligations under this Agreement.  The Fund’s performance of its obligations under this Agreement will not conflict with or result in a breach of any terms or provisions of any agreement to which the Fund is a party or bound, and does not violate any applicable law.

D.The Fund will use commercially reasonable efforts to ensure that BNYM has sufficient access to the Fund’s service providers, brokers, Independent Accountant and other authorized agents (each a “Fund Agent”), and related parties of any of them, in order to obtain the information BNYM will need to perform the Services; provided that, BNYM shall bear no liability with respect to such Fund Agent information to which BNYM had no access.

E.To the best of the Fund’s knowledge, all the information relating to the Fund given to BNYM in connection with the transactions contemplated by this Agreement is full, complete and accurate, and BNYM may reasonably rely on such information until it receives written notice from or on behalf of the Fund of any changes to such information.

F.The Fund has provided BNYM with a current list of all approved independent pricing, fair value information, and other data information vendors that are to be used by BNYM in rendering the Services, as set forth in Schedule D to this Agreement, and the Fund will promptly reflect any changes to such list in a revised Schedule D.

G.The Fund has appropriate procedures and agreements in place to protect the confidentiality of any non-public portfolio holdings information of the Fund that the Fund or its agents direct BNYM to disclose or transmit to third parties before the Fund publicly discloses such information.

H.The Fund has the requisite amount and scope of fidelity bond coverage required by Rule 17g‑1 under the 1940 Act, and has directors’ and officers’ errors and omissions insurance coverage.

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 7. Representations and Warranties of BNYM

BNYM represents and warrants to each Fund the following:

A.BNYM is duly organized as a national banking association; is in good standing; and is qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification.

B.BNYM has requisite authority and power under its organizational documents and applicable law to execute, deliver, consummate and perform this Agreement; this Agreement is legally valid, binding and enforceable against BNYM; and BNYM has all necessary registrations and/or licenses necessary to perform the Services described in Schedule B.

C.There is no pending or threatened legal proceeding or regulatory action that would materially impair BNYM’s ability to provide the Services.  BNYM’s performance of the Services will not conflict with or result in a breach of any of the terms or provisions of any agreement to which BNYM is a party or bound, and does not violate any applicable law to which BNYM is subject.

D.BNYM has completed, obtained and performed all registrations, filings, approvals, and authorizations, consents or examinations required by any government or governmental authority to which BNYM is subject, to perform the Services contemplated by this Agreement and will maintain the same in effect for so long as this Agreement remains in effect.

E.To the best of BNYM’s knowledge, all the information relating to BNYM that BNYM or its authorized agents have given to a Fund in connection with the transactions contemplated by this Agreement is full, complete and accurate and the Fund may reasonably rely on such information until it receives written notice from BNYM of any changes.

F.BNYM will maintain a fidelity bond and an insurance policy with respect to errors and omissions coverage in form and amount that are commercially reasonable in light of BNYM’s duties and responsibilities under this Agreement.

G.BNYM has implemented and maintains reasonable procedures and systems (including reasonable disaster recovery and business continuity plans and procedures consistent with legal, regulatory and business needs applicable to BNYM’s delivery of the Services) to safeguard each Fund’s records and data and BNYM’s records, data, equipment facilities and other property that it uses in the performance of its obligations hereunder from loss or damage attributable to fire, theft, or any other cause, and BNYM will make such changes to the procedures and systems from time to time as are reasonably required for the secure performance of its obligations hereunder.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THERE ARE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES AS TO THE SERVICES UNDER THIS AGREEMENT OR THE PERFORMANCE THEREOF, INCLUDING WITHOUT LIMITATION, THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR

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PURPOSE OF THE SERVICES  (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE).

 8. Standard of Care

BNYM shall act in good faith and exercise reasonable care in performing the Services under this Agreement.  BNYM’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against BNYM hereunder.  In that regard, BNYM shall have no responsibility for the actions or activities of any other party, including service providers, except as provided in Section 4.

 9. Indemnification and Limitation of Liability

A.Except as set forth in subparagraph F. below, BNYM will not be liable to a Fund for any loss incurred by the Fund as a result of any error of judgment, mistake of law, act or omission in the course of, or in connection with the Services rendered by, BNYM under the Agreement in the absence of fraud, negligence or willful misconduct of BNYM or the reckless disregard of its duties under the Agreement.

B.Except as set forth in subparagraph F. below, BNYM agrees to indemnify, defend, and hold harmless each Fund, its trustees, directors, officers, employees, agents and nominees and their respective successors and permitted assigns from and against claims, demands, actions, suits, judgments, liabilities, losses, fines, damages, costs, charges, and counsel fees (collectively, “Losses”) resulting directly and proximately from BNYM’s fraud, negligence or willful misconduct in the performance of the Services, or reckless disregard of its duties under this Agreement.

C.Each Fund agrees to indemnify, defend and hold harmless BNYM, its trustees, directors, officers, employees, agents, and nominees and their respective successors and permitted assigns from and against any Losses resulting directly and proximately from BNYM’s actions taken or omissions with respect to or in connection with the performance of the Services or based, if applicable, upon BNYM’s reasonable reliance on information, records, instructions or requests reasonably believed to be accurate and genuine pertaining to the Services that are given or made to BNYM by the Fund, its investment adviser, or its designated service providers with which BNYM must interface in providing the Services; provided that this indemnification shall not apply to actions or omissions of BNYM involving fraud, negligence, willful misconduct, or reckless disregard in the performance of its duties under this Agreement.

D.In order for these indemnification provisions to apply, each party seeking indemnification or to be held harmless shall fully and promptly advise each indemnifying party in writing of all pertinent facts concerning the situation in question.  Each party seeking indemnification will use reasonable care to identify and notify each indemnifying party in writing promptly concerning any situation which presents or appears likely to present the probability of an indemnification claim.  However, failure to do so in good faith shall not affect the rights under this provision unless the indemnifying party or parties, as the case may be, is materially prejudiced by such failure.  As to any matter eligible for indemnification, each indemnified party shall act reasonably and in accordance with good faith business judgment, and

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shall not effect any settlement or confess judgment without the consent of each indemnifying party, which consent shall not be withheld or delayed unreasonably.

E.Each indemnifying party shall be entitled to participate in the defense at its own expense, or assume the defense, of any suit brought to enforce any claims subject to this indemnity provision.  If the indemnifying party or parties elect to assume the defense, it shall be conducted by counsel of their choosing that is reasonably satisfactory to each indemnified party; each indemnified party shall bear the fees and expenses of any additional counsel it retains.  If the indemnifying party or parties do not elect to assume the defense of such suit, they will reimburse each indemnified party for the reasonable fees and expenses of any counsel each indemnified party retains, which is reasonably satisfactory to such indemnifying party or parties.  The indemnifying party or parties shall not effect any settlement without the consent of each indemnified party (which shall not be withheld or delayed unreasonably) unless such settlement imposes no liability, responsibility or other obligation upon the indemnified party or parties and relieves them of all fault.

F.BNYM agrees to reimburse each Fund or its shareholders (including former shareholders) for any losses and reasonable reprocessing costs incurred by such Fund or its shareholders (including former shareholders) resulting directly and proximately from BNYM’s negligence in calculating the net asset value per share ("NAV") for such Fund.  BNYM's responsibility for reimbursing such Funds or its shareholders (including former shareholders) will be in accordance with and subject to the Funds' policies and procedures for addressing NAV errors set forth in the appropriate Service Level Document, including without limitation a materiality threshold of one (unrounded) whole cent per share per NAV error (or such other materiality threshold as agreed upon by the parties in the appropriate Service Level Document).

Notwithstanding the foregoing, the parties acknowledge and agree that (i) BNYM will obtain and rely (without independent verification) upon prices and quotes from authorized pricing, data and fair valuation information vendors as identified in Schedule D or otherwise authorized under this Agreement, and (ii) BNYM will be without liability or responsibility for any errors or loss occasioned by such reliance on such vendors or any errors caused by or attributable to such vendors, subject to BNYM’s material compliance with the tolerance checks set forth in the appropriate Service Level Document.

G.Each party shall have a duty to mitigate damages for which the other party or parties may become responsible.  NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL A FUND, BNYM, THEIR AFFILIATES OR ANY OF ITS OR THEIR TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES), LOSS OF BUSINESS, OR LOST PROFITS, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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 10. Books and Recrods, Disclosure, Retention, and Rights of Ownership

A.BNYM shall maintain on behalf of each Fund all books and records which are customary or which are legally required to be kept in connection with BNYM’s performance of Services, including without limitation those required by Rules 31a-1 and 31a-2 under the 1940 Act (“Records”).  BNYM will prepare and maintain the Records at each Fund’s expense, and the Records shall be the Fund’s property.  BNYM will make the Records available for inspection by the SEC, including giving the SEC access to the Records, and otherwise surrender the Records promptly in accordance with Rule 31a-3 under the 1940 Act.  BNYM will allow a Fund and its authorized persons and representatives to review the Records during BNYM’s normal business hours or, upon reasonable notice, at such other reasonable times as the Fund may request.

B.BNYM shall keep the Records confidential, except when:  (i) disclosure is required by law, (ii) BNYM is advised by counsel that it may incur liability for failure to make a disclosure, (iii) BNYM is requested to divulge such information by duly-constituted authorities or court process, or (iv) as requested or authorized by the affected Fund (including pursuant to its policies and procedures regarding selective disclosure of non-public portfolio information).  BNYM shall use commercially reasonable efforts to provide reasonable advance notice to each affected Fund and its administrator of requests for disclosure pursuant to items (i) – (iii) of the previous sentence, and to the extent reasonably practicable to secure instructions as to such inspection, but shall not be deemed to violate the confidentiality provisions of this Section or Section 11 if BNYM discloses such Records upon reasonable belief that it is obliged to do so by applicable law or regulatory authority.

C.Upon and subject to payment of any undisputed and unpaid amounts owed to BNYM under this Agreement, BNYM may at its option at any time after termination of this Agreement, and shall promptly upon a Fund’s demand or upon termination of this Agreement, turn over to the Fund or its designated agent, and cease to retain in BNYM’s files, any Records created and maintained by BNYM pursuant to this Agreement which are no longer needed by BNYM in the performance of the Services or for its legal protection.  If not so turned over to the Fund, such Records will be retained by BNYM, at the expense of the Fund (which shall be equal to the actual costs incurred by BNYM), for at least six (6) calendar years from the year of creation or for such other period of time as is required under applicable law. At the end of such period, such Records will be turned over to the Fund unless the Fund authorizes in writing the destruction of such Records.

D.Notwithstanding the foregoing, all computer programs, systems and procedures employed or developed by or on behalf of BNYM, or on behalf of BNYM by system providers or vendors used by BNYM, to perform the Services that are not Records are the sole and exclusive property of BNYM.

 11. Confidential Information; Trade Names, Trademarks and Service Marks

A.“Confidential Information” of a party shall be maintained confidential by any other party, and shall include:  (a) any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information about product plans, marketing strategies, finances, operations, customer relationships, customer

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profiles, customer lists, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of a Fund or BNYM, their respective subsidiaries and affiliated companies and the customers, clients and suppliers of any of them; (b) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords the Fund or BNYM a competitive advantage over its competitors; (c) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know-how, and trade secrets, whether or not patentable or copyrightable; (d) non-public portfolio holdings information of the Fund; and (e) anything designated as confidential.  BNYM shall maintain adequate safeguards to prevent the use of each Fund’s non-public portfolio holdings information by BNYM, its employees and affiliates for any purpose other than performing the Services under this Agreement.  BNYM also shall maintain adequate safeguards to limit the dissemination of each Fund’s non-public portfolio holdings information to third parties in accordance with non-disclosure agreements with the particular Fund, Instructions pursuant to Section 14, or directions of the Fund under Section 15.C.  However, Confidential Information shall not be subject to such confidentiality obligations if it: (a) is already known to a receiving party at the time it is obtained; (b) is or becomes publicly known or available through no wrongful act of a receiving party; (c) is rightfully received from a third party who, to the best of a receiving party's knowledge, is not under a duty of confidentiality; (d) is released by a protected party to a third party without restriction; (e) is required to be disclosed pursuant to the Fund’s Registration Statement or by a requirement of a court order, subpoena, governmental or regulatory agency or law (provided the disclosing party will promptly provide the other party written notice of such requirement, to the extent such notice is permitted); (f) is relevant to the defense of any claim or cause of action asserted against a receiving party; or (g) has been or is independently developed or obtained by a receiving party.

B.BNYM also acknowledges Confidential Information includes nonpublic personal information about a Fund’s customers (“Customer Information”) that the Fund is required by Regulation S-P to keep confidential.  Accordingly, BNYM agrees that, to the extent it receives such Customer Information, it shall not:

(i)use or disclose Customer Information other than to carry out the purposes for which a Fund or one of its affiliates disclosed such Customer Information to BNYM; or

(ii)disclose any Customer Information other than:

(a)to Fund affiliates;

(b)to BNYM affiliates, provided that such affiliates need the Customer Information to be able to provide the Services hereunder and shall be restricted in use and disclosure of the Customer Information to the same extent as BNYM;

(c)to subcontractors of BNYM or the Fund, provided that such subcontractors need the Customer Information to be able to provide the Services hereunder and shall have entered into a confidentiality agreement no less restrictive than the terms hereof; and

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(d)to comply with federal, state or local laws, rules and other applicable legal requirements; to comply with a properly authorized civil, criminal, or regulatory investigation, or subpoena or summons by federal, state, or local authorities; or to respond to judicial process or government regulatory authorities having jurisdiction for examination, compliance, or other purposes as authorized by law (provided BNYM will promptly provide the Fund written notice of such requirement, to the extent such notice is permitted).

For purposes of this paragraph, the term “affiliate” shall have the meaning set forth in Regulation S‑P.  To the extent any provisions of this paragraph conflict with other terms of this Agreement, this paragraph shall control.

C.Neither party shall use the trade name, trademark or service mark of the other party without the prior written consent of the other party; provided, however, that (a) either party may use the trade name, trademark or service mark of the other party in connection with providing the Services under the Agreement, or (b) the Fund may use the trade name, trademark or service mark of BNYM in connection with their Registration Statements.

 12. Reports

A.BNYM shall furnish reports to a Fund, its Fund Agents and to others that the Fund designates in writing at such times as are prescribed pursuant to this Agreement to be provided or completed by BNYM, or as subsequently agreed upon by the parties pursuant to this Agreement or any amendment thereto. Each Fund agrees to examine each report promptly and will communicate or cause to be communicated any errors or discrepancies therein.  If there are errors or discrepancies in a report (except such errors and discrepancies as may not reasonably be expected to be discovered by the recipient after conducting a diligent examination) that are not so reported promptly, then a report will for all purposes be accepted by and binding on the Fund and any other recipient, absent fraud, negligence, willful misconduct, or reckless disregard of BNYM’s duties under this Agreement, and BNYM shall have no further responsibility with respect to such report other than to correct and revise it.

B.For the six month period ending on March 31 of each year and the twelve month period ending on September 30 of each year, BNYM shall cause its auditors to perform an SSAE 16 audit of BNYM’s internal controls and procedures relating to the Services provided to the Funds. BNYM shall provide each Fund (together with its chief compliance officer or its designated representative) with a copy of the report resulting from such SSAE 16 audit no later than 45 days after the end of the applicable audit period.  All SSAE 16 audit reports shall be treated as Confidential Information.

 13. Notices

Any communication, notice or demand pursuant to this Agreement shall be properly addressed, in writing and delivered by personal service (including express or courier service), registered or certified mail, or by facsimile with proof of proper transmission and a means for confirmation of delivery to recipient, as follows:

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If to BNYM:

The Bank of New York Mellon

135 Santilli Highway, AIM 026-0026

Everett, MA  02149-1950

Attention:  Christopher P. Healy, Managing Director

Telephone:  (617) 382-2671

Facsimile:  (617) 382-2706

With a copy to:

The Bank of New York Mellon

BNY Mellon Center

500 Grant Street, 19^th Floor

Pittsburgh, Pennsylvania 15258

Attention:  Maxine S. Kisilinsky, Esq., Managing Director

and Senior Managing Counsel

Telephone:  (412) 234-5470

Facsimile:  (412) 234-0555

The Bank of New York Mellon Corporation

BNY Mellon Center

500 Grant Street, 19^th Floor

Pittsburgh, Pennsylvania 15258

Attention:  Susan M. Hollingsworth, Esq., Managing Director

and Associate General Counsel

Telephone:  (412) 234-6342

Facsimile:  (412) 234-0555

If to a Fund:

the address set forth on Schedule A for such Fund;

With a copy to:

Delaware Service Company, Inc.

2005 Market Street

Philadelphia, PA 19103-7094

Attention:  General Counsel

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Telephone:  (215) 255-1360

Facsimile:  (215) 255-1131

 14. Authorized Persons and Instrutions

A.Each Fund shall deliver to BNYM a list of the names, titles and signatures of all persons who are authorized to act on behalf of the Fund to issue instructions to BNYM (“Authorized Persons” and “Instructions”), including any limits on the scope of authority of any Authorized Persons.  Fund trustees, directors and officers shall be presumptively considered Authorized Persons unless the Fund notifies BNYM to the contrary.  Each Fund shall promptly notify BNYM of any changes to or limitations on the rights, powers and duties of any Authorized Person, but in the absence of receiving such notice, BNYM shall be entitled to deal with any Authorized Person and to act and rely upon any Instructions reasonably believed to be from such Authorized Person.

B.An Instruction means a writing signed or initialed by one or more Authorized Person.  Each such writing shall set forth the specific transaction or type of transaction involved. Oral instructions will be deemed Instructions if BNYM reasonably believes them to have been given by an Authorized Person, and the oral instructions are promptly confirmed in writing.

 15. Advice, Reliance and Instructions

A.BNYM may apply to a Fund at any time for Instructions and may consult with BNYM’s or the Fund’s counsel, Independent Accountant and other experts with respect to any matter arising in connection with the Services performed by BNYM, and BNYM shall not be liable nor accountable for any action taken or omitted by it in good faith in accordance with such Instructions or on the advice of such counsel, Independent Accountant or other experts.  To the extent possible, BNYM shall notify the Fund at any time BNYM believes it needs advice of the Fund’s counsel, Independent Accountant or experts with regard to BNYM’s responsibilities and duties pursuant to this Agreement.  If BNYM wishes to seek and rely on legal advice from counsel that is neither the Fund’s counsel nor counsel in the regular employ of BNYM or its affiliated companies, and BNYM seeks to be reimbursed for such counsel fees, then BNYM must notify and seek prior approval of such affected Fund, which shall not be unreasonably withheld.  BNYM shall in no event be liable to a Fund or any Fund shareholder or beneficial owner for any action reasonably taken or omitted pursuant to such advice.

B.BNYM may rely conclusively upon the terms of a Registration Statement, the minutes of Fund board meetings and any other Fund document BNYM reasonably believes to be genuine unless and until BNYM receives Instructions to the contrary.

C.Subject to the instructions of an Authorized Person, BNYM may provide information pertaining to the Fund’s portfolio holdings to entities designated by such Authorized Person.

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D.Each Fund understands and acknowledges that the Services are intended to assist the Fund and its board in their obligations to price and monitor pricing of the Fund’s portfolio securities, but BNYM does not assume responsibility for the accuracy or appropriateness of pricing information received from the Fund or other non-BNYM entities or pricing methodologies, including any fair value pricing information or adjustment factors.  Each Fund further understands and acknowledges that it retains overall responsibility to:  (i) adopt policies and procedures to monitor for circumstances that may necessitate the use of fair value prices; (ii) establish criteria for determining when market quotations are no longer reliable for a particular portfolio security; (iii) determine a methodology or methodologies by which the Fund determines the current fair value of portfolio securities; (iv) regularly review the appropriateness and accuracy of the method used in valuing securities and make any necessary adjustments; and (v) promptly communicate the foregoing in writing to BNYM pursuant to Section 14.

E.Each Fund authorizes BNYM to communicate, as required, with the Fund’s service providers, brokers, futures commission merchants, Independent Accountant and/or other authorized agents and related parties of any of them to obtain the information BNYM needs to perform the Services.  In that regard, BNYM agrees to cooperate with each Fund’s Independent Accountant, to reasonably support the Independent Accountant’s engagement with the Fund, and to provide the Independent Accountant reasonable access to the Records.  BNYM also agrees to provide periodic sub-certifications to each Fund’s chief compliance officer and certifying principal executive and financial officers relating to the Services BNYM performs, based on a form of sub-certification that BNYM and the Fund reasonably agree to, and subject to such limitations as may be reasonable or necessary to not make a material misstatement, omission or untrue statement of fact.

 16. Compliance with Law.

A.In performing the Services, BNYM shall comply with all applicable laws, and its standard of performance shall be in accord with such standards as may be imposed by law and the requirements of all regulatory authorities.  However, unless specifically identified in the Services, nothing expressly or implicitly contained in this Agreement is intended or shall be interpreted to confer upon BNYM a duty to ensure that each Fund is acting in compliance with any applicable laws.  Except for the obligations of BNYM set forth in Schedule B, each Fund assumes full responsibility for the preparation, contents and distribution of the Fund’s Registration Statement and compliance with applicable laws, including the requirements of the 1933 Act and the 1940 Act, and governmental authorities having jurisdiction.

B.BNYM shall use its commercially reasonable efforts to make its employees who are responsible for providing the Services (“Relevant Employees”) available to federal, state and local governmental and regulatory and supervisory authorities having jurisdiction over the performance of the Services (“Governmental Authorities”) as may be required by such Governmental Authorities pursuant to applicable law, subpoena or order, and as may be requested by any Governmental Authorities on behalf of or with respect to a Fund or any of its affiliates or as may be requested by the Fund to be made available to such Governmental Authorities.  To the extent legally permitted, BNYM shall promptly notify the affected Fund of any request by any Governmental Authorities for any Relevant Employees (except when the request for access to Relevant Employees was made by the Fund).  The affected Fund shall

Page 19

cooperate, and shall use its commercially reasonable efforts to cause each of its affiliates and service providers to cooperate, with BNYM in complying with any notice, order, subpoena or request of any Governmental Authority.  Except as provided in Sections 8 and 9, BNYM shall have no liability to a Fund or any third party for any claims, obligations, penalties or fines which may arise out of or in relation to BNYM's compliance with this provision.  In accordance with Section 2.C.(vi), the affected Fund shall reimburse BNYM in connection with providing such access.  Nothing contained in this paragraph shall require BNYM to disclose any proprietary or confidential information of BNYM or its other customers and clients.

 17. Governing Law and Jurisdiction

This Agreement and performance hereunder and all suits and proceedings hereunder shall be governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania, without giving effect to conflict of law principles.  Each of the parties to this Agreement expressly and irrevocably submits to the exclusive jurisdiction of the courts of Pennsylvania and waives any claims of inconvenient forum or venue.  To the extent that the laws of the Commonwealth of Pennsylvania conflict with the applicable provisions of the 1940 Act, the applicable provisions of the 1940 Act shall control.

 18. Services Not Exclusive

A.BNYM’s Services are not exclusive to a Fund and BNYM shall be free to render similar services to others.

B.BNYM shall perform the Services solely as an independent contractor and no joint venture, partnership, employment, agency or any other relationship is intended, accomplished or embodied in this Agreement.  BNYM shall have the sole and exclusive right to supervise, manage, control and direct its performance of the Services, except that BNYM may be subject to performance standards and measurements for performing the Services.

C.In performing the Services, BNYM is acting solely on behalf of a Fund and no contractual or service relationship shall be deemed to be established between BNYM and any other person, including without limitation the custodian and Fund shareholders.

 19. Force Majeure and Uncontrollable Events

BNYM shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement.  Upon a Fund’s reasonable request, BNYM shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the Services.  Notwithstanding the foregoing or any other provision of this Agreement, BNYM assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, business interruption, delay or any other loss whatsoever caused by “Force Majeure Events.”  “Force Majeure Events” are events beyond the reasonable control of BNYM, its agents and its Subcontractors (other than Subcontractors engaged by BNYM at the instruction of the Fund).  In the event of Force Majeure Events, or any disaster that causes a business interruption, BNYM shall act in good faith and follow applicable

Page 20

procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize service interruptions.

 20. Severability

If any provision of this Agreement shall be held or made invalid, the remainder of this Agreement and the parties’ rights and obligations under it shall not be affected by such action, and the invalid provisions of the Agreement shall be deemed to be severable only in the jurisdiction that so determines.

 21. Survivability

The following provisions shall survive beyond the expiration and termination of this Agreement:

• all compensation provisions, including Section 2 Compensation and Expenses, Section 3 regarding termination fees, costs and expenses, and Schedule C;

• Section 4. Amendments, Assignment and Delegation;

• Section 6. Representations and Warranties of each Fund;

• Section 7. Representations and Warranties of BNYM;

• Section 9. Indemnification and Limitation of Liability;

• Section 10. Books and Records, Disclosure, Retention, and Rights of Ownership;

• Section 11. Confidential Information;

• Section 14.  Authorized Persons and Instructions;

• Section 19. Force Majeure and Uncontrollable Events; and

• Section 20. Severability.

 22. Contract Terms To Be Exclusive

This Agreement constitutes the complete agreement of the parties about the covered subject matter, and supersedes all prior negotiations, understandings and agreements bearing upon the covered subject matter.  As noted in Section 1.B., BNYM and each Fund may enter into Service Level Documents or other interpretive documents in connection with this Agreement.  Any such Service Level Documents or interpretive agreements may be in writing and signed by all parties, but shall not be deemed to be an amendment to this Agreement, and because the intent of such agreements is to generally facilitate operations in a flexible manner, the breach of

Page 21

any such agreement shall not necessarily constitute a breach of this Agreement, and the parties shall be free to change the terms of such agreements as provided therein.

 23. Waiver

A party’s waiver of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by any party.  A party’s failure to insist upon strict adherence to any provision of the Agreement shall not constitute a waiver or deprive such party of the right to insist upon strict adherence to such provision.

 24. Counterparts and Reproduction of Documents

This Agreement may be executed in any number of counterparts, each of which is deemed an original and all of which together evidence the entire Agreement.  This Agreement and any amendments may be reproduced by any commercially acceptable process.  The parties agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceedings, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement facsimile or further reproduction of such reproduction shall be likewise admissible in evidence.

 25. Miscellaneous

Paragraph headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed all as of the day and year first above written.

THE BANK OF NEW YORK MELLON

By:	/s/ Christopher P. Healy
Name:	Christopher P. Healy
Title:	Managing Director

DELAWARE GROUP ADVISER FUNDS, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP CASH RESERVE, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP EQUITY FUNDS I, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP EQUITY FUNDS II, on behalf of its Portfolios identified on Schedule A

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DELAWARE GROUP EQUITY FUNDS IV, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP EQUITY FUNDS V, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP FOUNDATION FUNDS, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP INCOME FUNDS, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP STATE TAX-FREE INCOME TRUST, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP TAX-FREE FUND, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, on behalf of its Portfolios identified on Schedule A

VOYAGEUR INSURED FUNDS, on behalf of its Portfolios identified on Schedule A

VOYAGEUR INTERMEDIATE TAX FREE FUNDS, on behalf of its Portfolios identified on Schedule A

VOYAGEUR MUTUAL FUNDS, on behalf of its Portfolios identified on Schedule A

VOYAGEUR MUTUAL FUNDS II, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP GOVERNMENT FUND, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, on behalf of its Portfolios identified on Schedule A

DELAWARE POOLED TRUST, on behalf of its Portfolios identified on Schedule A

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VOYAGEUR MUTUAL FUNDS III, on behalf of its Portfolios identified on Schedule A

VOYAGEUR TAX FREE FUNDS, on behalf of its Portfolios identified on Schedule A

DELAWARE VIP TRUST, on behalf of its Portfolios identified on Schedule A

DELAWARE INVESTMENTS COLORADO MUNICIPAL INCOME FUND, INC.

DELAWARE INVESTMENTS NATIONAL MUNICIPAL INCOME FUND

DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND II, INC.

DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC.

DELAWARE ENHANCED GLOBAL DIVIDEND AND INCOME FUND

By:	/s/ Richard Salus
Name:	Richard Salus
Title:	Chief Financial Officer

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SCHEDULE B TO THE AMENDED AND RESTATED FUND ACCOUNTING AND FINANCIAL ADMINISTRATION SERVICES AGREEMENT BETWEEN

THE BANK OF NEW YORK MELLON AND THE FUNDS,

Dated January 1, 2014

FUND ACCOUNTING AND FINANCIAL ADMINISTRATION SERVICES

BNYM shall perform for each Fund and each of its Portfolios the following fund accounting, financial administration and related services.  Unless otherwise noted, capitalized terms used herein shall have the same meanings assigned to them in the Agreement.

A.  Valuations

In accordance with the 1940 Act, a Fund’s pricing policies and procedures delivered to BNYM, and a Fund’s prospectus and statement of additional information, and subject to the existence of authorized licensing arrangements and Instructions, BNYM will perform the following pricing and valuation services:

1. Perform the necessary functions to calculate daily the net asset value per share (“NAV”) for each share class of each Portfolio of the Fund.

2. Calculate the value of the assets of each Portfolio by obtaining securities prices and readily available market quotations from independent pricing sources, subject to any adjustments by the fair valuation information vendors, in each case using a source/vendor approved by the Fund and listed in Schedule D to the Agreement.  If market quotations for portfolio securities are not readily available, notify the Fund and obtain prices from authorized broker sources and/or use fair values as determined in good faith by the Fund’s board of directors/trustees, which includes, but is not limited to, using values determined by the Fund’s pricing policies and procedures and values approved by the Fund’s Valuation/Pricing Committee.

3. Assist in resolving pricing discrepancies and implement mutually agreed upon price variance thresholds and notification processes.

4. In accordance with the Fund’s NAV error correction policies provided to BNYM, notify the Fund promptly upon discovery of NAV errors of a Portfolio and initiate correction processes.

B.  Calculation and Payment of Expenses

1. Based upon information provided by one of the Fund’s Authorized Persons to BNYM, calculate asset-based fees and submit to the Fund Treasurer/Principal Financial Officer for approval, and instruct the custodian to wire fee payments to the service providers.

2. Accrue expense waivers based on Instructions and provide reporting of accruals of expense waivers.

3. Accrue and allocate fee payments to directors/trustees and other officers of the Fund paid directly by the Fund according to Instructions and on a monthly basis forward cash to the Fund’s Authorized Persons in the amount necessary to make such payments to the directors/trustees and other officers of the Fund.

4. Prepare expense reports, liabilities analysis and budgets for each Portfolio of the Fund for review and approval by the Fund Treasurer/Principal Financial Officer, including

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maintaining detailed records pertaining to expense accruals and payments, adjusting reports to reflect accrual adjustments, and monitoring all Fund expenses.

5. Forward any invoices payable by the Fund to the Fund’s Authorized Persons for review and approval.  Pay any invoices approved by the Fund’s Authorized Person for payment on behalf of the Fund.  Allocate such invoices among the Portfolios in accordance with pre-established instructions from the Fund’s Authorized Persons.  Record the payment of invoices on the Fund’s books.

6. Provide to the Fund a monthly summary of disbursements.

C.  Financial Reporting

1. Prepare agreed upon financial reporting information for the Fund and/or each Portfolio:  (i) for proxy/information statements, registration statements (including prospectuses, statements of additional information, and business combination/exchange offers under Form N-14), Section 19 notices, periodic shareholder reports (both semi-annual and annual), Form N-CSRs, Form N-Qs, Form N-SARs , Form N-MFPs and such other communications required or otherwise sent to investors and/or filed with regulatory agencies; (ii) to the Investment Company Institute; (iii) to statistical reporting and rating agencies; and (iv) regarding a closed-end Fund’s issuance of preferred stock and commercial paper.   Additionally, review and provide comments to the Fund or a Fund Agent to allow for completion of such reports in accordance with defined timelines.

2. Prepare other reports, notices or financial documents in accordance with generally accepted accounting principles, as required by federal, state and other applicable laws and regulations, in each case as the parties may agree upon from time to time.

3. Assist in preparing financial information relating to a closed-end Fund’s earnings press release, if any.

4. Provide financial information needed for the offer letter to assist with buyback and tender offers for a closed-end Fund, if any.

5. Provide 1940 Act Rule 2a-7 amortized cost monitoring (mark-to-market) reports for a money market Portfolio with such frequency as is agreed upon by parties, or as may be required by Rule 2a-7 and the Fund’s policies and procedures.

6. Prepare and provide such detailed financial reports as may be necessary for the Fund’s board of directors’/trustees’ reporting process and as the parties may agree upon from time to time.

7. Provide sub-certifications in an agreed-upon form to the Fund’s chief compliance officer and certifying principal executive and financial officers with respect to the generation of financial statements and other financial reporting performed by BNYM.

D.  Security Master Information

1. Create and maintain security master information mutually agreed upon by BNYM and the Funds’ investment adviser.  The specific information to be maintained will be governed by the document entitled Securities and Transaction Mapping mutually developed by BNYM and Delaware Service Company, Inc. (“DSC”).

E.  Portfolio Securities Transactions

Based on information that is provided to BNYM by the Fund, its investment adviser, and the Fund’s Authorized Persons, BNYM will perform the following functions:

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1. Maintain records of investment, capital share, and income and expense activities for each Portfolio by:  (i) recording purchases and sales of investments; (ii) recording corporate actions and capital changes relating to investments; (iii) accruing interest, dividends and expenses on investments; and (iv) maintaining the historical tax lots and income history for investments.

2. Notify, as directed, the applicable investment adviser (or, if applicable, sub-adviser) with respect to mandatory and voluntary corporate actions.  The Fund's elections (on actions where elections and options exist) on voluntary corporate actions must be communicated to BNYM by one of the Fund's Authorized Persons on the deadline date stated on the corporate actions notice, allowing a reasonable amount of time before the stated deadline for BNYM to input the election on the fund accounting system and notify the custodian (as applicable).  BNYM will use commercially reasonable efforts to respond on behalf of the Fund if a response is received by BNYM after the deadline date.

3. Book corporate action activity upon timely receipt of information and Instructions from one of the Fund’s Authorized Persons.

4. Receive, update and process daily trade files from the Fund investment adviser’s order management system.

5. Provide daily failed trade and open issue notification with respect to the Funds to the investment adviser.

6. Based on Instructions from one of the Fund’s Authorized Persons or the Fund Treasurer/Principal Financial Officer, implement tax lot relief methodology.

F.  Class Actions and Proxies

1. File proof of claim notices with respect to class actions involving the portfolio securities of the Funds.

2. Provide holdings information to the proxy voting agent of the Funds to enable such proxy voting agent to identify the portfolio securities of the Funds with respect to which proxies should be voted.

G.  Dividends & Distributions

Subject to review and approval of the Fund’s Treasurer/Principal Financial Officer, BNYM will perform the following functions:

1. Provide the Fund’s transfer agent, dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of dividends and distributions and to implement the Fund’s dividend reinvestment plan, if any.

2. Calculate income projections and provide such projections to the Fund for completion of the Section 19(a) notices and respond to any questions or issues raised by such projections.

3. Periodically calculate and report each Portfolio’s “investment company taxable income,” “net capital gain” distributions, and realized and unrealized capital gains, and calculate amount of distribution to avoid application of excise tax, in accordance with IRS Subchapter M requirements and the Portfolio’s distribution policies as disclosed in the Portfolio’s prospectus and established by resolution of the Fund’s board of directors/trustees.

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H.  Reconciliation and Cash Management

1. Reconcile trade tickets and fund holdings list with investment adviser records on a daily basis.

2. Reconcile the cash and portfolio investments of the Portfolio with the records of the Fund’s custodian, and provide corresponding reconciliation reports to the Fund and Fund Agents.

3. Calculate and provide cash projections daily for each Portfolio of the Fund based on estimates of portfolio security transactions (including projected income and dividend receipts), shareholder transactions, and Fund distributions/reinvestments.

4. Calculate and provide daily the cash available for each Portfolio of the Fund.

5. In coordination with the Fund’s investment adviser, allocate trades among the Portfolios with respect to master repurchase agreement investments and other short-term investments.

I.  Shareholder Activity

1. Record and reconcile daily shareholder activity, including: (i) recording subscriptions, redemptions, and dividend reinvestments; (ii) reconciling settlements of shareholder activity; and (iii) recording Portfolio shares outstanding to the records maintained by each Portfolio’s transfer agent and communicate exceptions to transfer agent which is responsible for researching exceptions.

2. Provide financial and pricing information to support transfer of portfolio securities in connection with shareholder transfer-in-kind (purchase and redemption) transactions.

3. Support the estimation/price protection process and other “post-nightly” and “as of” shareholder recording processes, including but not limited to, defined contribution clearance and settlement and same day cash.

J.  Fund Performance Information

1. Calculate each Portfolio’s performance, including calculations of yield, total return, expense ratio, portfolio turnover rate and dollar-weighted average maturity, as applicable, in accordance with standardized SEC reporting requirements, and provide to the Fund.  Calculate and provide such additional performance information as may be reasonably requested by the Fund or the Fund’s Authorized Persons.

K.  Audit Support

1. Provide timely assistance with audit requests from the Fund, its internal auditors, its Independent Accountants, and regulatory agencies.  Respond to inquiries from other Fund Agents regarding BNYM’s processes and interface with such Fund Agents to support annual SSAE 16 audits of such Fund Agents.

2. Prepare work papers for the Fund’s annual audit by the Fund’s Independent Accountants, and coordinate the annual audit by the Fund’s Independent Accountants.

3. Provide results of BNYM’s semi-annual SSAE 16 audits.

L.  Tax Reporting

1. Provide the financial information necessary for the Fund’s preparation of its federal, state and city tax returns and ancillary schedules, including year-end excise tax distributions, and compliance with Subchapter M and Section 4982 of the Internal Revenue Code of 1986 (the “Code”).  Provide completed Internal Revenue Service forms for the Funds,

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such as Form 1120-RIC, necessary to file tax returns in accordance with filing deadlines and maintain copies of all tax returns and related workpapers.

2. Provide financial data regarding portfolio investments to the Fund’s transfer agent to support the production of Form 1099s and similar shareholder tax reporting.

M.  Other Reporting

1. Provide the daily, weekly, monthly, quarterly and ad hoc reports mutually agreed upon by BNYM and DSC. Each report shall be in a form mutually agreed upon by BNYM and DSC.

N.  Compliance Monitoring

1. Establish, maintain, and provide summaries of, internal operating policies and procedures to support the performance of the Services by BNYM.

2. Conduct testing of each Portfolio for compliance with the Code’s requirements to qualify as a regulated investment company, including but not limited to:  (i) quarterly diversification requirements; (ii) annual income qualification test; and (iii) annual distribution requirements (including avoiding application of excise taxes). Provide the results to the Fund’s chief compliance officer.

O.  Data Feeds

Subject to the existence of authorized licensing arrangements and Instructions, BNYM will perform the following functions:

1. Disseminate each Portfolio’s NAV, dividend and portfolio data to Fund Agents and Fund-authorized third parties (including, if a closed-end fund, the stock exchange on which the Fund is listed) and maintain quality controls necessary to ensure accuracy of the data.

2. Provide holdings information to the Fund’s proxy voting agent on a monthly basis in support of Form N-PX preparation and filing requirements.

3. Provide month-end data feeds at the end of the 1^st business day of the new month and subsequent month-end feeds as data changes in the month-end area.

4. Provide daily data feeds inclusive of that day’s trading activity to the Fund.

5. Provide the capability to re-transmit data feeds for past periods.

6. Provide to Bloomberg price/cash file daily.

7. Provide the data necessary for the Fund’s web/internet/intranet applications and maintain the subject matter expertise and quality controls required to ensure data accuracy.

8. Provide the release management plan (software development lifecycle process), release cycle and prior notification of any changes that affect the data feeds.

P.  Business Continuity

1. Provide summaries of BNYM’s disaster recovery plan for business continuity, together with summaries of any disaster recovery testing and results, with respect to those functions performed by BNYM, except that BNYM is not responsible for disaster recovery plans for business continuity with respect to any underlying system upon which BNYM relies and BNYM neither operates nor controls.  Conduct and participate in pre-defined disaster recovery testing as reasonably requested.

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Q.  Performance of Services by BNYM

1. Monitor BNYM’s performance and provide a monthly performance monitoring report against mutually agreed upon metrics.

2. Develop and implement corrective action plans in the event of service requirement defaults.

R.  Relationship Management

1. Provide client service support to the Fund, including access to day-to-day points of contact and to points of escalation as necessary.

2. At a minimum, conduct semi-annual meetings with Fund management to discuss trends, technology and strategic direction.

3. Conduct an annual meeting with Fund management to discuss the Services provided, system functionality and documentation of policies and procedures.

4. Maintain effective working relationships with, and provide data to, third parties requiring data from the Funds.

S.  Books and Records

1. Maintain the general ledger and other accounts, books and financial records of the Fund, as required under Section 31(a) of the 1940 Act and the rules thereunder in connection with the Services.

2. Comply with SEC and 1940 Act rules and regulations regarding record retention and maintenance of records on- and off-site as required.

3. Provide the Fund’s investment adviser with view and query access to the accounting systems.

4. Assist with the set-up of new Fund accounts and the maintenance and termination of existing Fund accounts.

T.  Other

1. Provide financial administration and fund accounting support for projects and processes as needed and/or required.  Examples include establishment of new registrants, series and/or classes; Fund and/or Portfolio mergers, liquidations, conversions and proxy statements; insurance policy renewals; and issues relating to the application of fees and expense waivers.  In the event that completion of a project or process necessitates BNYM to expend extraordinary expenses, both parties will negotiate in good faith to compensate BNYM for all or a portion of these expenses while taking into consideration other relevant factors such as cost sharing with other BNYM clients and future revenue projections from such projects or processes.

2. Provide operational and financial reporting support to the Fund and each Portfolio in connection with its credit facilities.

3. As applicable, support the Fund’s transfer agent with respect to dividend re-purchase processing and communication with omnibus dealers.

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THE BANK OF NEW YORK MELLON

By:	/s/ Christopher P. Healy
Name:	Christopher P. Healy
Title:	Managing Director

DELAWARE GROUP ADVISER FUNDS, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP CASH RESERVE, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP EQUITY FUNDS I, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP EQUITY FUNDS II, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP EQUITY FUNDS IV, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP EQUITY FUNDS V, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP FOUNDATION FUNDS, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP INCOME FUNDS, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP STATE TAX-FREE INCOME TRUST, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP TAX-FREE FUND, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, on behalf of its Portfolios identified on Schedule A

VOYAGEUR INSURED FUNDS, on behalf of its Portfolios identified on Schedule A

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VOYAGEUR INTERMEDIATE TAX FREE FUNDS, on behalf of its Portfolios identified on Schedule A

VOYAGEUR MUTUAL FUNDS, on behalf of its Portfolios identified on Schedule A

VOYAGEUR MUTUAL FUNDS II, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP GOVERNMENT FUND, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, on behalf of its Portfolios identified on Schedule A

DELAWARE POOLED TRUST, on behalf of its Portfolios identified on Schedule A

VOYAGEUR MUTUAL FUNDS III, on behalf of its Portfolios identified on Schedule A

VOYAGEUR TAX FREE FUNDS, on behalf of its Portfolios identified on Schedule A

DELAWARE VIP TRUST, on behalf of its Portfolios identified on Schedule A

DELAWARE INVESTMENTS COLORADO MUNICIPAL INCOME FUND, INC.

DELAWARE INVESTMENTS NATIONAL MUNICIPAL INCOME FUND

DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND II, INC.

DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC.

DELAWARE ENHANCED GLOBAL DIVIDEND AND INCOME FUND

By:	/s/ Richard Salus
Name:	Richard Salus
Title:	Chief Financial Officer

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SCHEDULE D TO THE AMENDED AND RESTATED FUND ACCOUNTING AND FINANCIAL ADMINISTRATION SERVICES AGREEMENT BETWEEN

THE BANK OF NEW YORK MELLON AND THE FUNDS,

Dated January 1, 2014

LIST OF AUTHORIZED PRICING VENDORS:

Name of Vendor	Types of Securities
Interactive Data	Equities (US and Foreign), Taxable Bonds, Non Taxable Bonds, CDS
Standard & Poor’s (including JJ Kenny)	Non Taxable Bonds, Taxable Bonds
Bloomberg	Equities, Bonds, Futures, Options
Thomson Reuters	Exchange Rates, Equities, Taxable Bonds, Bank Loans
Markit	Bank Loans, Swaps, OTC Derivatives

FAIR VALUATION INFORMATION VENDOR(S):

Name of Vendor	Types of Securities
Interactive Data Fair Value Service	Foreign Equities

LIST OF AUTHORIZED DATA INFORMATION VENDORS:

Name of Vendor	Type of Service
GICS	Security Classifications
S&P – CUSIP	CUSIP Database
LSE – SEDOL License	SEDOL Database

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THE BANK OF NEW YORK MELLON
By:	/s/ Christopher P. Healy
Name:	Christopher P. Healy
Title:	Managing Director

DELAWARE GROUP ADVISER FUNDS, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP CASH RESERVE, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP EQUITY FUNDS I, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP EQUITY FUNDS II, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP EQUITY FUNDS IV, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP EQUITY FUNDS V, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP FOUNDATION FUNDS, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP INCOME FUNDS, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP STATE TAX-FREE INCOME TRUST, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP TAX-FREE FUND, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, on behalf of its Portfolios identified on Schedule A

VOYAGEUR INSURED FUNDS, on behalf of its Portfolios identified on Schedule A

VOYAGEUR INTERMEDIATE TAX FREE FUNDS, on behalf of its Portfolios identified on Schedule A

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VOYAGEUR MUTUAL FUNDS, on behalf of its Portfolios identified on Schedule A

VOYAGEUR MUTUAL FUNDS II, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP GOVERNMENT FUND, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, on behalf of its Portfolios identified on Schedule A

DELAWARE POOLED TRUST, on behalf of its Portfolios identified on Schedule A

VOYAGEUR MUTUAL FUNDS III, on behalf of its Portfolios identified on Schedule A

VOYAGEUR TAX FREE FUNDS, on behalf of its Portfolios identified on Schedule A

DELAWARE VIP TRUST, on behalf of its Portfolios identified on Schedule A

DELAWARE INVESTMENTS COLORADO MUNICIPAL INCOME FUND, INC.

DELAWARE INVESTMENTS NATIONAL MUNICIPAL INCOME FUND

DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND II, INC.

DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC.

DELAWARE ENHANCED GLOBAL DIVIDEND AND INCOME FUND

By:	/s/ Richard Salus
Name:	Richard Salus
Title:	Chief Financial Officer

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EX-99.13 OTH CONTRCT

EX-99.13.b.i

AMENDMENT NO. 1 TO AMENDED AND RESTATED FUND ACCOUNTING AND FINANCIAL ADMINISTRATION SERVICES AGREEMENT

This Amendment (“Amendment”) is effective as of the 1^st day of July, 2017, by and between each investment company listed on Schedule A (referred to herein, individually, as a “Fund” and collectively, as the “Funds”) and THE BANK OF NEW YORK MELLON (referred to herein as “BNYM”).

BACKGROUND:

A.The Funds and BNYM are parties to an Amended and Restated Fund Accounting and Financial Administration Services Agreement dated as of January 1, 2014 (the “Agreement”), relating to BNYM’s provision of fund accounting, financial administration and related services described in the Agreement to the Funds. This Amendment is an amendment to the Agreement.

B.The parties desire to amend the Agreement as set forth herein.

TERMS:

The parties hereby agree that:

1. Sections 3.A. through Sections 3.D. of the Agreement are hereby deleted in their entirety and replaced with the following Sections 3.A. through Sections 3.D.

A.The revised term of this Agreement shall commence on July 1, 2017 and continue for a term of five (5) years expiring on June 30, 2022 and then for subsequent five (5) year periods (each, a “Renewal Term”).  Unless otherwise terminated in accordance with its terms, BNYM shall either (i) request that this Agreement be extended for an additional five (5) year period, or (ii) indicate that this Agreement will be terminated upon the expiration of a Renewal Term, in either case by sending a written notice of its intent to the Funds no later than three (3) months prior to the fourth anniversary of the effective date of a Renewal Term.  If BNYM requests that this Agreement be extended for an additional five (5) year period and the Funds do not reject such request in writing to BNYM by the fourth anniversary of the effective date of a Renewal Term, this Agreement shall be extended for an additional five (5) year period.  If either (a) BNYM indicates that this Agreement will be terminated upon the expiration of a Renewal Term by sending a written notice of its intent to the Funds no later than three (3) months prior to the fourth anniversary of the effective date of a Renewal Term, or (b) the Funds respond to BNYM’s request to extend for an additional five (5) year period by rejecting such request in writing to BNYM no later than the fourth anniversary of the effective date of a Renewal Term, then this Agreement shall continue in effect until the date on which the Funds complete their conversion to a successor service provider, provided that such date: (i) shall not be earlier than the end of the Renewal Term and (ii) shall not be later than one (1) year after the end of the Renewal Term.

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B.This Agreement may be terminated by the following party or parties, as the case may be, for one or more of the following reasons, provided the terminating party provides the applicable written notice to the other party or parties, as the case may be, of the reason for such termination:

(i)NonRenewal:  BNYM or the Funds may decline to extend the terms of this Agreement beyond a Renewal Term under subparagraph A of this Section;

(ii) =Mutual Agreement:  BNYM and the Funds may mutually agree in writing to terminate this Agreement at any time;

(iii)“For Cause”:  (a) BNYM may terminate this Agreement “For Cause,” as defined below, by providing the Funds with written notice of termination “For Cause” (a “Breach Termination Notice”) at least 60 days prior to the date of termination of this Agreement, or (b) a Fund may terminate this Agreement with respect to such Fund “For Cause,” as defined below, by providing BNYM with a Breach Termination Notice at least 60 days prior to the date of termination of this Agreement with respect to such Fund;

(iv)Failure to Pay:  BNYM may terminate this Agreement if BNYM has notified the Funds that they have failed to pay BNYM any undisputed amounts when due under this Agreement and the Funds have failed to cure such default within 30 days of receipt of such notice (or, if the Funds have disputed in good faith any fees forth in Schedule C or any expenses, upon final resolution of such dispute).

(v)   Acquisition by the Funds:  The Funds may terminate this Agreement with at least 120 days written notice if the Funds’ investment adviser or one of its affiliates (together, the “Acquiring Entity”) acquires another investment adviser and/or one of its affiliates (together, the “Acquired Entity”) and, in connection with such transaction, the Acquiring Entity acquires or sponsors any complex of registered investment companies serviced or managed by the Acquired Entity, provided that BNYM is included in any request for proposal process to provide fund accounting, financial administration and related services (“Administration Services”) to the registered investment companies managed or sponsored by the Acquiring Entity; provided further that the Administration Services that are subject to the request for proposal process are substantially similar to the services provided under this Agreement.  For avoidance of doubt, the Acquiring Entity is required to consider BNYM’s request for proposal in good faith, but the Acquiring Entity is not obligated to select BNYM.

For purposes of subparagraph (iii) above, “For Cause” shall mean:

(a)a material breach of this Agreement by any other party or parties, as the case may be, that has not been remedied for 30 days following written notice by the terminating party that identifies in reasonable detail the alleged failure of the other party or parties, as the case may be, to perform, provided that if such default is capable of being cured, then the other party or parties, as the case may be, are entitled to such longer period as may reasonably be required to cure such default if the other party or parties, as the case may be, have commenced such cure and is diligently pursuing same, but such cure must be completed within 120 days in any event;

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(b)when any other party or parties, as the case may be, commit any act or omission that constitutes gross negligence, willful misconduct, fraud or reckless disregard of its or their duties under this Agreement and that act or omission results in material adverse consequences to the terminating party;

(c)a final, unappealable judicial, regulatory or administrative ruling or order in which any other party or parties, as the case may be, have been found guilty of criminal or unethical behavior in the conduct of its business that directly relates to the subject matter of the Services; or

(d)when any other party or parties, as the case may be, shall make a general assignment for the benefit of its or their creditors or any proceeding shall be instituted by or against the other party or parties, as the case may be, to adjudicate it or them as bankrupt or insolvent, or to seek to liquidate, wind up, or reorganize the other party or parties, as the case may be, or protect or relieve its or their debts under any law, or to seek the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or them or for a substantial portion of its or their assets, which proceeding shall remain unstayed for sixty (60) days or the other party or parties, as the case may be, have taken steps to authorize any of the above actions or has become unable to pay its or their debts as they mature.

C.If this Agreement is terminated by any party (regardless of whether it is terminated pursuant to paragraph B. above or for any reason other than those specified in paragraph B. above), the Funds shall pay to BNYM on or before the effective date of such termination any undisputed and unpaid fees owed to, and shall reimburse BNYM for any undisputed and unpaid out-of-pocket costs and expenses owed to, BNYM under this Agreement prior to its termination.

D.If either (i) the Funds terminate this Agreement for any reason other than those specified in paragraph B. above (“Early Termination”), or (ii) BNYM terminates this Agreement “For Cause” or the Funds’ “failure to pay” under subparagraphs B(iii) or B(iv) of this Section, respectively, then the Funds shall make a one-time cash payment (a “Termination Fee”) equal to a  percentage (the “Stated Percentage”) of all fees and other amounts calculated as if BNYM were to provide all services hereunder for a period of one year based upon Average Three Month Fees (as defined below). For purposes of this Agreement, “Average Three Month Fees” means the average of (i) the aggregate fees (excluding out-of-pocket expenses) due to BNYM under this Agreement during the last three full calendar months immediately prior to the date of the notice of Early Termination or Breach Termination Notice, as applicable, and (ii) the aggregate fees (excluding out-of-pocket expenses) due to BNYM under this Agreement during the last three full calendar months immediately prior to the termination date of this Agreement.  The Stated Percentage shall be: (i) 25% during the first three years of the Renewal Term ended June 30, 2022; and (ii) inapplicable thereafter.  In addition, the Funds shall reimburse BNYM promptly for any actual, provable, extraordinary, non-customary and direct costs and expenses (other than any Costs and Expenses) incurred by BNYM in connection with effecting such termination and converting the Funds to a successor service provider, including without limitation the delivery to such successor service provider, the Funds and/or other Funds’ service providers any of the Funds’ property, records, data, instruments and documents.

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The parties acknowledge and agree that, upon the occurrence of any of such events giving rise to a Termination Fee:  (i) a determination of actual damages incurred by BNYM would be extremely difficult, (ii) the Termination Fee is intended to adequately compensate BNYM for damages incurred and is not intended to constitute any form of penalty, and (iii) the Termination Fee is intended to include the Costs and Expenses incurred by BNYM in connection with effecting such termination and converting the Fund to a successor service provider, including, without limitation, the delivery to such successor service provider, the Fund and/or other Fund service providers any of the Fund’s property, records, data, instruments and documents.

2. Section 4 - Amendments, Assignment, Subcontracting and Delegation shall be amended and restated as follows:

A modification of this Agreement will be effective only if in writing and signed by the affected parties.  BNYM shall not assign or subcontract the rights or delegate the duties, or outsource or off-shore the Services, pursuant to this Agreement without the prior written consent of the other party or parties, which shall not be unreasonably withheld.  Notwithstanding the foregoing, no such consent shall be required to assign or subcontract the rights or delegate the duties, or outsource or off-shore the Services contemplated hereunder to an affiliate of BNYM, provided BNYM provides thirty (30) days advance written notice to the other parties hereto.

This Agreement shall be binding upon, and shall inure to the benefit of, the parties and their respective successors and permitted assigns.

3. Section 10 of the Agreement - Books and Records, Disclosure, Retention, and Rights of Ownership, shall be amended and restated as follows:

A.BNYM shall maintain on behalf of each Fund all books and records which are customary or which are legally required to be kept in connection with BNYM’s performance of Services, including without limitation books and records directly related to the Funds and those required by Rules 31a-1 and 31a-2 under the 1940 Act (“Records”).  BNYM will prepare and maintain the Records at each Fund’s expense, and the Records shall be the Fund’s property.  BNYM will make the Records available for inspection by the SEC, including giving the SEC access to the Records, and otherwise surrender the Records promptly in accordance with Rule 31a-3 under the 1940 Act.  BNYM will allow a Fund and its authorized persons and representatives to review, inspect and audit the Records during BNYM’s normal business hours or, upon reasonable notice, at such other reasonable times as the Fund may request.

4. Application & network penetration testing & vulnerability scanning.

BNYM shall perform penetration testing activities on its systems related to the Services provided hereunder, at least annually, as part of its information security policies and procedures. The Funds agree and understand that BNYM does not guarantee that the penetration testing activities will detect all security weaknesses, potential security problems or potential breaches.   BNYM will provide the Funds with a certification confirming the completion of the testing

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promptly after it is complete.  Should such testing reveal a failure materially impacting the Funds’ receipt of Services, BNYM will promptly notify the Funds in writing and set up a conference call to discuss the relevant details.

5. Breach/Incident Notification:

BNYM will promptly (within 2 business days when practical based on BNYM’s commercially reasonable determination of the relevant circumstances) notify the Funds of any confidentiality breaches, operational breaches, security breaches, data breaches, malware, phishing or other incidents relating to the unauthorized exposure of the Fund’s information or materially impacting the Fund’s receipt of the Services.

6. Access

BNYM agrees it will ensure that any of its employees or other persons engaged by it for the purposes of providing Services to the Funds are aware of the confidential nature of the Fund’s information and agree to comply with BNYM’s policies and procedures related to handling confidential client information.

BNYM agrees it will not make, or attempt to make, a connection to any network utilized and provided by the Funds without obtaining prior written approval from the Funds or the Funds’ delegate for such connection; and that any such connection will comply at all times with any reasonable conditions that the Funds’ Board or its delegate may impose on BNYM.

BNYM will take the necessary steps designed to ensure that all departing personnel with access to the Fund’s confidential information will return all such information upon their departure and that such personnel shall immediately cease to access such information and BNYM’s technology systems and networks.

7. Certification.

  Annually, upon the Funds’ request, BNYM will confirm in writing completion of its ISO 27001/2 certification.

8. Communications.

 All communications between BNYM and the Funds should occur between the authorized contacts listed in Exhibit I hereto as may be updated from time to time.

9. Compliance; Applicable Law.

 In performing the Services, BNYM shall comply with all laws applicable to BNYM, and its standard of performance shall be in accord with industry standards and such standards as may be imposed on BNYM by law and the requirements of all regulatory authorities.

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10. Annual Risk Assessment/Risk Management

a. On a periodic basis, typically no less frequently than annually, at BNYM’s expense, BNYM conducts a review of the BNYM architecture, systems and procedures used in connection with the Services (“Risk Assessment”).

b. The Risk Assessment will examine the design of controls and the operating effectiveness of controls including those within the following processes, policies and procedures:

(1) Access and identity management (including privileged access management with respect to BNYM’s systems and the Funds’ data, and ensuring data separation between the Funds data and data belonging to other parties);

(2) Incident response;

(3) Managing network layer controls such as intrusion detection system (“IDS”) (including cybersecurity) and firewalls;

(4) Security configurations, antivirus management, vulnerability and patch management;

(5) Managing remote access to technology infrastructure and external connections, policies and controls;

(6) Use of build guides/checklists to harden servers;

(7) Conducting background screening and raising security awareness of personnel supporting the Services;

(8) Disaster recovery / business continuity process; and

(9) Data backup, retention and destruction.

c. BNYM will meet with the Funds to discuss the Risk Assessment performed.

d. On periodic basis, typically no less frequently than annually, at BNYM’s expense, BNYM will provide the Funds with a copy of its SOC 1 ^SM Report on its Centralized Managed Information Systems or an equivalent report based on new or supplemented attestation standards as may occur from time to time.

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e. As a result of these discussions, should any Risk Assessment reveal material risks in the Funds’ reasonable determination with regard to the administrative, technical and physical safeguards appropriate to the size and complexity of BNYM’s operations, the Funds will notify BNYM of such risks and BNYM will agree in good faith to review such risks and determine if it is necessary or desirable to undertake any necessary changes with respect to its processes to remedy the material defects or deficiencies in the processes giving rise to the material risks (“Remedial Work”). The Remedial Work will be undertaken on a schedule and terms to be discussed with the Funds should such Remedial Work materially impact the Services received by the Funds.

11. BNYM shall provide reasonable assistance to the Funds on an annual basis so that the Funds and/or their representatives may (i) review BNYM’s relevant policies and procedures, (ii) review relevant information available regarding BNYM’s compliance with such policies and procedures, and (iii) compare the BNYM policies and procedures under review to determine that such policies and procedures are materially similar to the Funds’ equivalent policies and procedures.  This review is subject to all relevant BNYM security policies and requirements.

12. Governance

Appropriate authorized representatives of BNYM and the Funds shall:

a. Monitor and review BNYM’s performance of its obligations under this Agreement on an ongoing basis;

b. Ensure operational and support processes and procedures are property documented and that such documents are properly maintained;

c. Act as initial point of contract for incident  monitoring, incident handling and escalation;

d. Attend (and if necessary chair) operational meetings between BNYM and the Funds; and

e. Meet as mutually agreed to review performance, coordinate the Services and discuss future requirements.

13. Schedule A of the Agreement is hereby deleted in its entirety and replaced Schedule A attached hereto.

14. Schedule B of the Agreement is hereby deleted in its entirety and replaced Schedule B attached hereto.

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15. Schedule C of the Agreement is hereby deleted in its entirety and replaced Schedule C attached hereto.

16. Exhibit I is hereby added to the Agreement as attached hereto.

17. Miscellaneous.

(a) As hereby amended and supplemented, the Agreement, as well as capitalized terms not defined in this Amendment, shall remain in full force and effect. In the event of a conflict between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment shall control.

(b) The Agreement, as amended hereby, constitutes the complete understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior communications with respect thereto.

(c) This Amendment may be executed in two or more counter-parts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The facsimile signature of any party to this Amendment shall constitute the valid and binding execution hereof by such party.

(d) To the extent required by applicable law, the terms of this Amendment and the fees and expenses associated with this Amendment have been disclosed to and approved by the Board of Trustees of the Funds.

(e) This Amendment shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to its principles of conflicts of laws.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers designated below on the date and year first above written.

THE BANK OF NEW YORK MELLON

By: /s/ Christopher Healy

Name: Christopher Healy

Title: Managing Director

DELAWARE GROUP ADVISER FUNDS, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP CASH RESERVE, on behalf of its Portfolios identified on Schedule A

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DELAWARE GROUP EQUITY FUNDS I, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP EQUITY FUNDS II, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP EQUITY FUNDS IV, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP EQUITY FUNDS V, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP FOUNDATION FUNDS, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP INCOME FUNDS, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP STATE TAX-FREE INCOME TRUST, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP TAX-FREE FUND, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, on behalf of its Portfolios identified on Schedule A

VOYAGEUR INSURED FUNDS, on behalf of its Portfolios identified on Schedule A

VOYAGEUR INTERMEDIATE TAX FREE FUNDS, on behalf of its Portfolios identified on Schedule A

VOYAGEUR MUTUAL FUNDS, on behalf of its Portfolios identified on Schedule A

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VOYAGEUR MUTUAL FUNDS II, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP GOVERNMENT FUND, on behalf of its Portfolios identified on Schedule A

DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, on behalf of its Portfolios identified on Schedule A

DELAWARE POOLED TRUST, on behalf of its Portfolios identified on Schedule A

VOYAGEUR MUTUAL FUNDS III, on behalf of its Portfolios identified on Schedule A

VOYAGEUR TAX FREE FUNDS, on behalf of its Portfolios identified on Schedule A

DELAWARE VIP TRUST, on behalf of its Portfolios identified on Schedule A

DELAWARE INVESTMENTS COLORADO MUNICIPAL INCOME FUND, INC.

DELAWARE INVESTMENTS NATIONAL MUNICIPAL INCOME FUND

DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND II, INC.

DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC.

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DELAWARE ENHANCED GLOBAL DIVIDEND AND INCOME FUND

By:	/s/ Richard Salus
Name:	Richard Salus
Title:	SVP

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Schedule A

The following Fund and its Portfolios and share classes are covered by, and made parties to, the Amendment as of the date first written above:

Registrant, Name of Portfolio and Share Class

Delaware Group^® Adviser Funds

   Delaware Diversified Income Fund – Class A, Class C, Class R, Class R6 and Institutional Class Shares

   Delaware Global Real Estate Opportunities Fund – Class A, Class C, Class R and Institutional Class Shares

   Delaware U.S. Growth Fund – Class A, Class C, Class R, Class R6 and Institutional Class Shares

Delaware Group^® Cash Reserve

   Delaware Investments Ultrashort Fund – Class A, Class C, Class L and Institutional Class Shares

Delaware Group^® Equity Funds I

   Delaware Mid Cap Value Fund – Class A, Class C, Class R and Institutional Class Shares

Delaware Group^® Equity Funds II

   Delaware Value^® Fund – Class A, Class C, Class R, Class R6, Class T and Institutional Class Shares

Delaware Group^® Equity Funds IV

   Delaware Healthcare Fund – Class A, Class C, Class R and Institutional Class Shares

   Delaware Small Cap Growth Fund – Class A, Class C, Class R and Institutional Class Shares

   Delaware Smid Cap Growth Fund – Class A, Class C, Class R, Class R6 and Institutional Class Shares

Delaware Group^® Equity Funds V

   Delaware Small Cap Core Fund – Class A, Class C, Class R, Class R6 and Institutional Class Shares

   Delaware Small Cap Value Fund  – Class A, Class C, Class R, Class R6 and Institutional Class Shares

   Delaware Wealth Builder Fund – Class A, Class C, Class R and Institutional Class Shares
      (formerly, Delaware Dividend Income Fund)

Delaware Group^® Foundation Funds
 (Delaware Foundation Funds^®)

   Delaware Foundation^® Conservative Allocation Fund – Class A, Class C, Class R and Institutional Class Shares

   Delaware Foundation^® Growth Allocation Fund – Class A, Class C, Class R and Institutional Class Shares

   Delaware Foundation^® Moderate Allocation Fund – Class A, Class C, Class R and Institutional Class Shares

Delaware Group^® Global & International Funds

   Delaware Asia Select Fund – Class A, Class C, and Institutional Class Shares
      (formerly, Delaware Macquarie Asia Select Fund)

   Delaware Emerging Markets Fund – Class A, Class C, Class R, Class R6 and Institutional Class Shares

   Delaware Global Value Fund – Class A, Class C, Class R and Institutional Class Shares

   Delaware International Small Cap Fund – Class A, Class C, Class R, Class R6 and Institutional Class Shares
      (formerly, Delaware Focus Global Growth Fund)

   Delaware International Value Equity Fund – Class A, Class C, Class R and Institutional Class Shares

Delaware Group^® Government Fund

   Delaware Emerging Markets Debt Fund – Class A, Class C, Class R and Institutional Class Shares

   Delaware Strategic Income Fund – Class A, Class C, Class R and Institutional Class Shares
      (formerly, Delaware Core Plus Bond Fund)

Delaware Group^® Income Funds

   Delaware Corporate Bond Fund – Class A, Class C, Class R and Institutional Class Shares

   Delaware Extended Duration Bond Fund – Class A, Class C, Class R, Class R6 and Institutional Class Shares

   Delaware Floating Rate Fund – Class A, Class C, Class R and Institutional Class Shares
      (formerly, Delaware Diversified Floating Rate Fund)

   Delaware High-Yield Opportunities Fund – Class A, Class C, Class R and Institutional Class Shares

Delaware Group^® Limited-Term Government Funds

   Delaware Limited-Term Diversified Income Fund – Class A, Class C, Class R, Class R6 and Institutional Class Shares

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Registrant, Name of Portfolio and Share Class

Delaware Group^® State Tax-Free Income Trust

 Delaware Tax-Free Pennsylvania Fund – Class A, Class C, and Institutional Class Shares

Delaware Group^® Tax-Free Fund

   Delaware Tax-Free USA Fund – Class A, Class C, and Institutional Class Shares

   Delaware Tax-Free USA Intermediate Fund – Class A, Class C, and Institutional Class Shares

Delaware Pooled^® Trust

   Macquarie Core Plus Bond Portfolio – DPT Class
      (formerly, The Core Plus Fixed Income Portfolio)

   Macquarie Emerging Markets Portfolio – DPT Class
      (formerly, The Emerging Markets Portfolio)

   Macquarie Emerging Markets Portfolio II – DPT Class
      (formerly, The Emerging Markets Portfolio II)

   Macquarie High Yield Bond Portfolio – DPT Class
      (formerly, The High-Yield Bond Portfolio)

   Macquarie Labor Select International Equity Portfolio – DPT Class
      (formerly, The Labor Select International Equity Portfolio)

   Macquarie Large Cap Value Portfolio – DPT Class
      (formerly, The Large-Cap Value Equity Portfolio)

   Delaware REIT Fund – Class A, Class C, Class R, Class R6 and Institutional Class Shares
      (formerly, The Real Estate Investment Trust Portfolio)

Delaware VIP^® Trust

   Delaware VIP^® Diversified Income Series – Standard Class Shares and Service Class Shares

   Delaware VIP^® Emerging Markets Series – Standard Class Shares and Service Class Shares

   Delaware VIP^® High Yield Series – Standard Class Shares and Service Class Shares

   Delaware VIP^® International Value Equity Series – Standard Class Shares and Service Class Shares

   Delaware VIP^® Limited-Term Diversified Income Series – Standard Class Shares and Service Class Shares

   Delaware VIP^® REIT Series – Standard Class Shares and Service Class Shares

   Delaware VIP^® Small Cap Value Series – Standard Class Shares and Service Class Shares

   Delaware VIP^® U.S. Growth Series – Standard Class Shares and Service Class Shares

   Delaware VIP^® Value Series – Standard Class Shares and Service Class Shares

   Delaware VIP^® Smid Cap Core Series – Standard Class Shares and Service Class Shares

      (formerly, Delaware VIP^® Smid Cap Growth Series)

Voyageur Insured Funds

   Delaware Tax-Free Arizona Fund – Class A, Class C, and Institutional Class Shares

Voyageur Intermediate Tax Free Funds

   Delaware Tax-Free Minnesota Intermediate Fund – Class A, Class C, and Institutional Class Shares

Voyageur Mutual Funds

   Delaware Minnesota High-Yield Municipal Bond Fund – Class A, Class C, and Institutional Class Shares

   Delaware National High-Yield Municipal Bond Fund – Class A, Class C, and Institutional Class Shares

   Delaware Tax-Free California Fund – Class A, Class C, and Institutional Class Shares

   Delaware Tax-Free Idaho Fund – Class A, Class C, and Institutional Class Shares

   Delaware Tax-Free New York Fund – Class A, Class C, and Institutional Class Shares

Voyageur Mutual Funds II

   Delaware Tax-Free Colorado Fund – Class A, Class C, and Institutional Class Shares

Voyageur Mutual Funds III

   Delaware Select Growth Fund – Class A, Class C, Class R, and Institutional Class Shares

Voyageur Tax Free Funds

   Delaware Tax-Free Minnesota Fund – Class A, Class C, and Institutional Class Shares

Delaware Enhanced Global Dividend and Income Fund – Common Shares

Delaware Investments Dividend and Income Fund, Inc. – Common Shares

Delaware Investments Colorado Municipal Income Fund, Inc. – Common Shares and Preferred Shares

Delaware Investments Minnesota Municipal Income Fund II, Inc. – Common Shares and Preferred Shares

Delaware Investments National Municipal Income Fund – Common Shares and Preferred Shares

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Schedule B

FUND ACCOUNTING AND FINANCIAL ADMINISTRATION SERVICES

BNYM shall perform for each Fund and each of its Portfolios the following fund accounting, financial administration and related services.  Unless otherwise noted, capitalized terms used herein shall have the same meanings assigned to them in the Agreement.

A.  Valuations

In accordance with the 1940 Act, a Fund’s pricing policies and procedures delivered to BNYM, and a Fund’s prospectus and statement of additional information, and subject to the existence of authorized licensing arrangements and Instructions, BNYM will perform the following pricing and valuation services:

1. Perform the necessary functions to calculate daily the net asset value per share (“NAV”) for each share class of each Portfolio of the Fund.

2. Calculate the value of the assets of each Portfolio by obtaining securities prices and readily available market quotations from independent pricing sources, subject to any adjustments by the fair valuation information vendors, in each case using a source/vendor approved by the Fund and listed in Schedule D to the Agreement.  If market quotations for portfolio securities are not readily available, notify the Fund and obtain prices from authorized broker sources and/or use fair values as determined in good faith by the Fund’s board of directors/trustees, which includes, but is not limited to, using values determined by the Fund’s pricing policies and procedures and values approved by the Fund’s Valuation/Pricing Committee.

3. Assist in resolving pricing discrepancies and implement mutually agreed upon price variance thresholds and notification processes.

4. In accordance with the Fund’s NAV error correction policies provided to BNYM, notify the Fund promptly upon discovery of NAV errors of a Portfolio and initiate correction processes.

B.  Calculation and Payment of Expenses

1. Based upon information provided by one of the Fund’s Authorized Persons to BNYM, calculate asset-based fees and submit to the Fund Treasurer/Principal Financial Officer for approval, and instruct the custodian to wire fee payments to the service providers.

2. Accrue expense waivers based on Instructions and provide reporting of accruals of expense waivers.

3. Accrue and allocate fee payments to directors/trustees and other officers of the Fund paid directly by the Fund according to Instructions and on a monthly basis forward cash to the Fund’s Authorized Persons in the amount necessary to make such payments to the directors/trustees and other officers of the Fund.

4. Prepare expense reports, liabilities analysis and budgets for each Portfolio of the Fund for review and approval by the Fund Treasurer/Principal Financial Officer, including maintaining detailed records pertaining to expense accruals

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and payments, adjusting reports to reflect accrual adjustments, and monitoring all Fund expenses.

5. Forward any invoices payable by the Fund to the Fund’s Authorized Persons for review and approval.  Pay any invoices approved by the Fund’s Authorized Person for payment on behalf of the Fund.  Allocate such invoices among the Portfolios in accordance with pre-established instructions from the Fund’s Authorized Persons.  Record the payment of invoices on the Fund’s books.

6. Provide to the Fund a monthly summary of disbursements.

C.  Financial Reporting

1. Prepare agreed upon financial reporting information for the Fund and/or each Portfolio:  (i) for proxy/information statements, registration statements (including prospectuses, statements of additional information, and business combination/exchange offers under Form N-14), Section 19 notices, periodic shareholder reports (both semi-annual and annual), Form N-CSRs, Form N-Qs, Form N-SARs, Form N-MFPs and such other communications required or otherwise sent to investors and/or filed with regulatory agencies; (ii) to the Investment Company Institute; (iii) to statistical reporting and rating agencies; and (iv) regarding a closed-end Fund’s issuance of preferred stock and commercial paper.   Additionally, review and provide comments to the Fund or a Fund Agent to allow for completion of such reports in accordance with defined timelines.

2. Prepare other reports, notices or financial documents in accordance with generally accepted accounting principles, as required by federal, state and other applicable laws and regulations, in each case as the parties may agree upon from time to time.

3. Assist in preparing financial information relating to a closed-end Fund’s earnings press release, if any.

4. Provide financial information needed for the offer letter to assist with buyback and tender offers for a closed-end Fund, if any.

5. Provide 1940 Act Rule 2a-7 amortized cost monitoring (mark-to-market) reports for a money market Portfolio with such frequency as is agreed upon by parties, or as may be required by Rule 2a-7 and the Fund’s policies and procedures.

6. Prepare and provide such detailed financial reports as may be necessary for the Fund’s board of directors’/trustees’ reporting process and as the parties may agree upon from time to time.

7. Provide sub-certifications in an agreed-upon form to the Fund’s chief compliance officer and certifying principal executive and financial officers with respect to the generation of financial statements and other financial reporting performed by BNYM.

D.  [Reserved]

E.  Portfolio Securities Transactions

Based on information that is provided to BNYM by the Fund, its investment adviser, and the Fund’s Authorized Persons, BNYM will perform the following functions:

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1. Maintain records of investment, capital share, and income and expense activities for each Portfolio by:  (i) recording purchases and sales of investments; (ii) recording corporate actions and capital changes relating to investments; (iii) accruing interest, dividends and expenses on investments; and (iv) maintaining the historical tax lots and income history for investments.

2. Notify, as directed, the applicable investment adviser (or, if applicable, sub-adviser) with respect to mandatory and voluntary corporate actions.  The Fund's elections (on actions where elections and options exist) on voluntary corporate actions must be communicated to BNYM by one of the Fund's Authorized Persons on the deadline date stated on the corporate actions notice, allowing a reasonable amount of time before the stated deadline for BNYM to input the election on the fund accounting system and notify the custodian (as applicable).  BNYM will use commercially reasonable efforts to respond on behalf of the Fund if a response is received by BNYM after the deadline date.

3. Book corporate action activity upon timely receipt of information and Instructions from one of the Fund’s Authorized Persons.

4. Receive, update and process daily trade files from the Fund investment adviser’s order management system.

5. Based on Instructions from one of the Fund’s Authorized Persons or the Fund Treasurer/Principal Financial Officer, implement tax lot relief methodology.

F.  [Reserved]

G.  Dividends & Distributions

Subject to review and approval of the Fund’s Treasurer/Principal Financial Officer, BNYM will perform the following functions:

1. Provide the Fund’s transfer agent, dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of dividends and distributions and to implement the Fund’s dividend reinvestment plan, if any.

2. Calculate income projections and provide such projections to the Fund for completion of the Section 19(a) notices and respond to any questions or issues raised by such projections.

3. Periodically calculate and report each Portfolio’s “investment company taxable income,” “net capital gain” distributions, and realized and unrealized capital gains, and calculate amount of distribution to avoid application of excise tax, in accordance with IRS Subchapter M requirements and the Portfolio’s distribution policies as disclosed in the Portfolio’s prospectus and established by resolution of the Fund’s board of directors/trustees.

H.  Reconciliation and Cash Management

1. Reconcile trade tickets and fund holdings list with investment adviser records on a daily basis.

2. Reconcile the cash and portfolio investments of the Portfolio with the records of the Fund’s custodian, and provide corresponding reconciliation reports to the Fund and Fund Agents.

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3. Calculate and provide cash projections daily for each Portfolio of the Fund based on estimates of portfolio security transactions (including projected income and dividend receipts), shareholder transactions, and Fund distributions/reinvestments.

4. Calculate and provide daily the cash available for each Portfolio of the Fund.

I.  Shareholder Activity

1. Record and reconcile daily shareholder activity, including: (i) recording subscriptions, redemptions, and dividend reinvestments; (ii) reconciling settlements of shareholder activity; and (iii) recording Portfolio shares outstanding to the records maintained by each Portfolio’s transfer agent and communicate exceptions to transfer agent which is responsible for researching exceptions.

2. Provide financial and pricing information to support transfer of portfolio securities in connection with shareholder transfer-in-kind (purchase and redemption) transactions.

3. Support the estimation/price protection process and other “post-nightly” and “as of” shareholder recording processes, including but not limited to, defined contribution clearance and settlement and same day cash.

J.  Fund Performance Information

1. Calculate each Portfolio’s performance, including calculations of yield, total return, expense ratio, portfolio turnover rate and dollar-weighted average maturity, as applicable, in accordance with standardized SEC reporting requirements, and provide to the Fund.  Calculate and provide such additional performance information as may be reasonably requested by the Fund or the Fund’s Authorized Persons.

K.  Audit Support

1. Provide timely assistance with audit requests from the Fund, its internal auditors, its Independent Accountants, and regulatory agencies.  Respond to inquiries from other Fund Agents regarding BNYM’s processes and interface with such Fund Agents to support annual SSAE 16 audits of such Fund Agents.

2. Prepare work papers for the Fund’s annual audit by the Fund’s Independent Accountants, and coordinate the annual audit by the Fund’s Independent Accountants.

3. Provide results of BNYM’s semi-annual SSAE 16 audits.

L.  Tax Reporting

1. Provide the financial information necessary for the Fund’s preparation of its federal, state and city tax returns and ancillary schedules, including year-end excise tax distributions, and compliance with Subchapter M and Section 4982 of the Internal Revenue Code of 1986 (the “Code”).  Provide completed Internal Revenue Service forms for the Funds, such as Form 1120-RIC, necessary to file tax returns in accordance with filing deadlines and maintain copies of all tax returns and related workpapers.

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2. Provide financial data regarding portfolio investments to the Fund’s transfer agent to support the production of Form 1099s and similar shareholder tax reporting.

M.  Other Reporting

1. Provide the daily, weekly, monthly, quarterly and ad hoc reports mutually agreed upon by BNYM and DSC. Each report shall be in a form mutually agreed upon by BNYM and DSC.

N.  Compliance Monitoring

1. Establish, maintain, and provide summaries of, internal operating policies and procedures to support the performance of the Services by BNYM.

2. Conduct testing of each Portfolio for compliance with the Code’s requirements to qualify as a regulated investment company, including but not limited to:  (i) quarterly diversification requirements; (ii) annual income qualification test; and (iii) annual distribution requirements (including avoiding application of excise taxes). Provide the results to the Fund’s chief compliance officer.

O.  Data Feeds

Subject to the existence of authorized licensing arrangements and Instructions, BNYM will perform the following functions:

1. Disseminate each Portfolio’s NAV, dividend and portfolio data to Fund Agents and Fund-authorized third parties (including, if a closed-end fund, the stock exchange on which the Fund is listed) and maintain quality controls necessary to ensure accuracy of the data.

2. Provide holdings information to the Fund’s proxy voting agent on a monthly basis in support of Form N-PX preparation and filing requirements.

3. Provide month-end data feeds at the end of the 1^st business day of the new month and subsequent month-end feeds as data changes in the month-end area.

4. Provide daily data feeds inclusive of that day’s trading activity to the Fund.

5. Provide the capability to re-transmit data feeds for past periods.

6. Provide the data necessary for the Fund’s web/internet/intranet applications and maintain the subject matter expertise and quality controls required to ensure data accuracy.

P.  Business Continuity

1. At least annually, BNYM will provide summaries of BNYM’s disaster recovery plan for business continuity, together with summaries of any disaster recovery testing and results, with respect to those functions performed by BNYM.  BNYM will participate in pre-defined disaster recovery testing as reasonably requested.

Q.  Performance of Services by BNYM

1. Monitor BNYM’s performance and provide a monthly performance monitoring report against mutually agreed upon metrics.

2. Develop and implement corrective action plans in the event of service requirement defaults.

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R.  Relationship Management

1. Provide client service support to the Fund, including access to day-to-day points of contact and to points of escalation as necessary.

2. At a minimum, conduct semi-annual meetings with Fund management to discuss trends, technology and strategic direction.

3. Conduct an annual meeting with Fund management to discuss the Services provided, system functionality and documentation of policies and procedures.

4. Maintain effective working relationships with, and provide data to, third parties requiring data from the Funds.

S.  Books and Records

1. Maintain the general ledger and other accounts, books and financial records of the Fund, as required under Section 31(a) of the 1940 Act and the rules thereunder in connection with the Services.

2. Comply with SEC and 1940 Act rules and regulations regarding record retention and maintenance of records on- and off-site as required.

3. Provide the Fund’s investment adviser with view and query access to the accounting systems.

4. Assist with the set-up of new Fund accounts and the maintenance and termination of existing Fund accounts.

T.  Other

1. Provide financial administration and fund accounting support for projects and processes as needed and/or required.  Examples include establishment of new registrants, series and/or classes; Fund and/or Portfolio mergers, liquidations, conversions and proxy statements; insurance policy renewals; and issues relating to the application of fees and expense waivers.  In the event that completion of a project or process necessitates BNYM to expend extraordinary expenses, both parties will negotiate in good faith to compensate BNYM for all or a portion of these expenses while taking into consideration other relevant factors such as cost sharing with other BNYM clients and future revenue projections from such projects or processes.

2. Provide operational and financial reporting support to the Fund and each Portfolio in connection with its credit facilities.

3. As applicable, support the Fund’s transfer agent with respect to dividend re-purchase processing and communication with omnibus dealers.

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Exhibit I

Authorized Contacts for Communication

All communications between the Funds and BNYM should occur with the authorized contacts listed below. This includes, but not limited to, requests for information including phone and email communications, account changes, access requests and systems support.

Fund Contacts:

(List Primary and Alternate contacts for each business area)

Delaware Funds Contact	Telephone	Email Address
Richard Salus	(215) 255-1010	Richard.Salus@macquarie.com
Daniel Geatens	(215) 255-1664	Daniel.Geatens@macquarie.com

BNYM Contacts:

BNYM Contact	Telephone	Email Address
Christopher Healy	(617) 382-2671	Christopher.healy@bnymellon.com

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EX-99.13 OTH CONTRCT

EX-99.13.c

AMENDED AND RESTATED FUND ACCOUNTING AND FINANCIAL ADMINISTRATION OVERSIGHT AGREEMENT

THIS AGREEMENT is made as of the 1st day of January, 2014 (the “Effective Date”), by and between each fund in the Delaware Investments Family of Funds listed on Schedule A (each, a “Fund” and collectively, the “Funds”), having their principal place of business at 2005 Market Street, Philadelphia, PA 19103, and Delaware Service Company, Inc. (“DSC”), a Delaware corporation having its principal place of business at 2005 Market Street, Philadelphia, PA 19103.

WHEREAS, each Fund is registered with the Securities and Exchange Commission (“SEC”) as an investment company under the Investment Company Act of 1940 (the “1940 Act”);

WHEREAS, the Funds have engaged The Bank of New York Mellon (“BNY Mellon”) to provide fund accounting, financial administration and related services for the Funds pursuant to the Amended and Restated Fund Accounting and Financial Administration Services Agreement, dated as of January 1, 2014 (the “BNY Mellon Fund Accounting Agreement”);

WHEREAS, the Funds desire that DSC perform the fund accounting, financial administration and related services described in this Agreement for the Funds to supplement the services provided by BNY Mellon pursuant to the BNY Mellon Fund Accounting Agreement;

WHEREAS, the Funds also desire that DSC establish and monitor certain service level requirements with respect to BNY Mellon’s performance of its duties pursuant to the BNY Mellon Fund Accounting Agreement; and

WHEREAS, DSC is willing to perform the aforementioned services on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in exchange for good and valuable consideration, the receipt and sufficiency of which are acknowledged, and intending to be legally bound, the Funds and DSC agree as follows:

 1.
 Services

DSC shall perform for each Fund and its series (including all share classes) listed in Schedule A, the fund accounting, financial administration and related services set forth in Schedule B to this Agreement (“Services”).  A Fund may add to, or delete from, this Agreement a Fund series and/or class if such Fund series and/or class is added to, or deleted from, the BNY Mellon Fund Accounting Agreement.  Such addition or deletion must be evidenced by amending Schedule A.  Each existing and future series of a Fund (including all share classes) covered by this Agreement is individually and collectively referred to as a “Portfolio.”  DSC may perform other services for each Fund only upon terms, conditions and compensation that DSC and the Fund mutually agree to, as evidenced by an amendment to this Agreement or Schedule B.  To the extent that BNY Mellon does not consent to the addition of a new Portfolio or share class to the

1

BNY Mellon Fund Accounting Agreement and a different service provider is engaged to provide the fund accounting and financial administration services for such Portfolio or share class, DSC agrees to negotiate in good faith with the applicable Fund concerning the provision of the fund accounting and financial administration oversight services for such Portfolio or share class given the scope of services to be provided by the new fund accounting and financial administration service provider.

 2.
 Compensation and Expenses

A.In return for performing the Services, the Funds shall compensate DSC as set forth in this Section and in Schedule C to this Agreement.  Fees due shall be accrued daily.  If this Agreement is lawfully terminated before the end of any month, fees shall be calculated on a pro rated basis through the date of termination and shall be due upon the Agreement’s termination date.

B.The Funds will pay all of their own expenses that are incurred in the Funds’ operation and not specifically assumed by DSC.  Expenses to be borne by the Funds include, but are not limited to: pricing, security and other similar data information vendor services; organizational expenses; costs of services of the Funds’ independent registered public accounting firm (“independent accountant”) and the Funds’ outside legal and tax counsel (including such counsel’s review of the Funds’ registration statements, proxy materials, federal and state tax qualification as regulated investment companies and any review of reports and materials prepared by DSC under this Agreement); costs of any services contracted for by the Funds directly from parties other than DSC; trade association dues; costs of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Funds; investment advisory fees; taxes; Fund insurance premiums and other Fund insurance-related fees and expenses applicable to their operations; costs incidental to any meetings of shareholders, including, but not limited to, legal and auditor fees, proxy filing fees and the costs of printing and mailing of any proxy materials; costs incidental to Fund board meetings, including fees and expenses of Fund board members, but excluding costs specifically assumed by DSC; the salary and expenses of any officer, director/trustee or employee of the Funds who is not also a DSC employee; registration fees, filing fees, and costs incidental to the preparation, typesetting, printing and/or distribution, as applicable, of the Funds’ registration statements on Forms N-1A, N-2, N-3, N-4, N-6, and N-14, as applicable, and any amendments thereto, shareholder reports on Form N-CSR, Form N-SAR, Form N-Q, Form N-PX, Form N-MFP, tax returns, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; and other expenses properly payable by the Funds.

C.The Funds agree to reimburse DSC for its actual out-of-pocket expenses in providing the Services, including without limitation, the following:

(i) Electronic transmission expenses incurred by DSC in communicating with each Fund, the Fund’s investment advisers (which term, for purposes of this Agreement, shall be interpreted to include any sub-advisers) or custodian, BNY Mellon, dealers or others as required for DSC to perform the Services if a Fund officer requests such electronic transmission and provides DSC with prior written approval;

2

(ii) The cost of creating microfilm, microfiche or electronic copies of Fund records, and the cost of storage of paper and electronic copies of Fund records;

(iii) The charges for services provided by the vendors set forth on Schedule D;

(iv) Any additional expenses reasonably incurred by DSC in the performance of the Services, provided that:  (a) if any individual expense is less than $1,000, DSC shall provide prior written notice to the applicable Fund to the extent practicable; and (b) if any individual expense is $1,000 or more, DSC shall obtain the prior written consent of an officer of the applicable Fund;

(v) In the event that DSC is requested or authorized by the Funds or is required by law, summons, subpoena, investigation, examination or other legal or regulatory process to produce documents or personnel with respect to the Services, and so long as DSC is not the subject of the investigation or proceeding in question, the Funds will reimburse DSC for its actual out-of-pocket expenses (including reasonable attorneys’ fees) incurred in responding to these requests; and

(vi) Any additional expenses incurred by DSC at the written direction of a Fund officer.

D.DSC shall be entitled to receive the following amounts:

(i) Any systems development and project fees for new or enhanced services requested by the Funds (including significant enhancements required by regulatory changes), and all systems-related expenses associated with the provision of special reports and services, in each case as agreed upon by a Fund officer in advance; and

(ii) Ad hoc reporting fees billed at an agreed upon rate.

E.DSC shall bill each Fund on a monthly basis for the fees and expenses owed to DSC by such Fund under this Agreement.  The monthly bill shall be set forth on a detailed invoice in a form mutually agreed upon by DSC and the Funds.  DSC shall send such invoice to each Fund no later than fifteen (15) days after the last day of each month; provided, however, that the failure by DSC to do so shall not be considered a breach of this Agreement.  Each Fund shall pay such invoice within fifteen (15) days of receipt of such invoice by such Fund.  In the event that a Fund does not receive an invoice within fifteen (15) days after the last day of a month, such Fund shall have fifteen (15) days from the date of receipt of such invoice to pay DSC.  Any undisputed fees or expenses that are not paid by a Fund within the required time frame shall be subject to a late fee of 1.5% of the amount billed for each month that such fees or expenses remain unpaid, and the late fee shall be due and payable upon demand.  If any fees or expenses are disputed by a Fund, DSC and such Fund shall work together in good faith to resolve the dispute promptly.

3

F.DSC will assume responsibility for the costs of its ordinary and necessary office facilities (including telephone, telephone transmission, and telecopy expenses), equipment and personnel to perform the Services, including the compensation of its employees who serve as Fund trustees, directors or officers.  In the event that DSC is the subject of an examination, subpoena, investigation, proceeding or legal or regulatory process relating to the Services it provides to the Funds (“DSC Services Inquiry”), and if DSC requests that the Funds provide, or if the Funds are required by law, summons, subpoena, investigation, examination or other legal or regulatory process, to produce documents or personnel with respect to the Services, then DSC will reimburse the Funds for their actual out-of-pocket expenses (including reasonable attorneys’ fees) incurred in responding to these requests.

 3.
 Length and Termination of Agreement

A.The term of this Agreement shall begin on the Effective Date and continue for an initial term of four (4) years(the “Initial Term”).  Unless otherwise terminated in accordance with its terms, DSC shall either (i) request that this Agreement be extended for an additional four (4) year period, or (ii) indicate that this Agreement will be terminated upon the expiration of the Initial Term or a Renewal Term (as defined below), as the case may be, in either case by sending a written notice of its intent to the Fund no later than three (3) months prior to the third anniversary of the Effective Date of the Initial Term or the third anniversary of the effective date of a Renewal Term (as the case may be).  If DSC requests that this Agreement be extended for an additional four (4) year period and the Fund does not reject such request in writing to DSC by the third anniversary of the Effective Date of the Initial Term or the third anniversary of the effective date of a Renewal Term (as the case may be), this Agreement shall be extended for an additional four (4) year period (a “Renewal Term”).  If either (a) DSC indicates that this Agreement will be terminated upon the expiration of the Initial Term or a Renewal Term (as the case may be) by sending a written notice of its intent to the Fund no later than three (3) months prior to the third anniversary of the Effective Date of the Initial Term or the third anniversary of the effective date of a Renewal Term (as the case may be), or (b) the Fund respond to DSC’s request to extend for an additional four (4) year period by rejecting such request in writing to DSC no later than the third anniversary of the Effective Date of the Initial Term or the third anniversary of the effective date of a Renewal Term (as the case may be), this Agreement shall terminate upon the expiration of the Initial Term or such Renewal Term (as the case may be).  Notwithstanding the foregoing, this Agreement shall renew automatically in event that the BNY Mellon Fund Accounting Agreement is renewed.

B.A party may terminate this Agreement for one or more of the following reasons, provided the terminating party provides the applicable written notice to the other party or parties of the reason for such termination:

(i) Non-Renewal:  DSC or the Funds may decline to extend the terms of this Agreement beyond the Initial Term under subparagraph A of this Section;

(ii) Mutual Agreement:  The parties may mutually agree in writing to terminate this Agreement at any time;

4

(iii) “For Cause”:  A party may terminate the Agreement “For Cause,” as defined below, by providing the other party or parties with 60 days’ advance written notice;

(iv) Termination of Investment Manager:  Upon the termination of the investment management agreement(s) between a Fund (on behalf of its Portfolio(s)) and its investment adviser, whether terminated by the investment adviser, the Fund, its board of directors/trustees or its shareholders, this Agreement shall automatically terminate; provided, however, that neither (a) a change in such Fund’s investment adviser to another investment adviser that is under common ownership with such Fund’s investment adviser or its successor, nor (b) entering into a new investment management agreement with any such investment adviser shall automatically terminate this Agreement.  In the event of the automatic termination of this Agreement with respect to a Fund due to the termination of such Fund’s investment management agreement, DSC agrees to negotiate in good faith with the applicable Fund in connection with DSC’s provision of Services during the transition to a new fund accounting and financial administration oversight service provider.  For purposes of this subparagraph B(iv) only, the term “investment adviser” does not include any subadvisers; and

(v) Termination of BNY Mellon Fund Accounting Agreement:  This Agreement shall automatically terminate in the event that the BNY Mellon Fund Accounting Agreement is terminated, provided that DSC agrees to negotiate in good faith with the Funds to enter into a new fund accounting and financial administration oversight agreement reflecting the appropriate scope of services to be provided by DSC given the scope of services to be provided by BNY Mellon’s successor as fund accounting provider.

For purposes of subparagraph (iii) above, “For Cause” shall mean:

(a)a material breach of this Agreement that has not been remedied for 30 days following written notice by the non-breaching party or parties that identifies in reasonable detail the alleged failure of the other party or parties to perform, provided that if such default is capable of being cured, then the defaulting party or parties are entitled to such longer period as may reasonably be required to cure such default if the defaulting party or parties have commenced such cure and are diligently pursuing same, but such cure must be completed within 120 days in any event;

(b)when a party commits any act or omission that constitutes negligence, willful misconduct, fraud or reckless disregard of its duties under this Agreement and that act or omission results in material adverse consequences to the other party or parties;

(c)a final, unappealable judicial, regulatory or administrative ruling or order in which the party or parties to be terminated have been found guilty of criminal or unethical behavior in the conduct of their business that directly relates

5

(d)when a party shall make a general assignment for the benefit of its creditors or any proceeding shall be instituted by or against such party to adjudicate it as bankrupt or insolvent, or to seek to liquidate, wind up, or reorganize such party, or protect or relieve such party’s debts under any law, or to seek the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or for a substantial portion of its assets, which proceeding shall remain unstayed for sixty (60) days or such party has taken steps to authorize any of the above actions or has become unable to pay its debts as they mature.

C.If this Agreement is terminated by any party (regardless of whether it is terminated pursuant to paragraph B. above or for any reason other than those specified in paragraph B. above), the Funds shall pay to DSC on or before the effective date of such termination any undisputed and unpaid fees, and shall reimburse DSC for any undisputed and unpaid out-of-pocket costs and expenses owed to DSC under this Agreement prior to its termination.

D.  If either (i) DSC terminates this Agreement with respect to a Fund at any time for any reason other than those specified in paragraph B. above, or (ii) a Fund terminates this Agreement with respect to such Fund at any time “For Cause” under subparagraph B(iii) of this Section, then DSC shall reimburse such Fund for any Costs and Expenses incurred by such Fund in connection with converting such Fund to a successor service provider with respect to the Services, including without limitation the delivery to such successor service provider, such Fund and/or other Fund service providers any of such Fund’s property, records, data, instruments and documents.

E.  If this Agreement is terminated (i) by DSC and/or the Funds, as the case may be, at any time for “nonrenewal” or “upon mutual agreement” under subparagraphs B(i) and B(ii), respectively, (ii) by DSC at any time as a result of the “termination of investment manager” under subparagraph B(iv), (iii) by the Funds at any time for any reason other than those specified in paragraph B above, or (iv) by DSC at any time “For Cause” under subparagraph B(iii) of this Section, the Funds shall reimburse DSC promptly for any Costs and Expenses incurred by DSC in connection with effecting such termination and converting the Funds to a successor service provider with respect to the Services, including without limitation the delivery to such successor service provider, the Funds and/or other Fund service providers any of the Funds’ property, records, data, instruments and documents.

F.  For purposes of this Section 3, “Costs and Expenses” incurred by a party shall mean any provable, reasonable, customary and direct costs and expenses actually incurred by such party.  For purposes of this Section 3, Costs and Expenses shall not include any wind-down costs, including, without limitation, non-cancelable lease payments; severance payments due and payable to DSC or sub-contractors’ personnel; unused equipment expense; and non-cancelable payments or termination charges regarding hosting and other subcontracting services that were not incurred at the written direction of the Funds and that cannot be transferred or redeployed by DSC.  Such party must provide the other party with written evidence of such costs and expenses

6

before the other party is obligated to pay them.  Such party also has a duty to mitigate, and must exercise its duty to mitigate, such costs and expenses.  Except as expressly set forth in Sections 3 and 9 and Schedule C, no party hereto shall be responsible for any costs and expenses or damages of any kind whatsoever resulting from, related to or otherwise in connection with the termination of this Agreement.

G.  In the event of the termination of this Agreement, DSC agrees to cooperate and act in good faith to ensure an orderly transition to DSC’s successor with respect to the Services provided herein.  Without limiting the generality of the foregoing sentence, DSC agrees that, in the event that this Agreement is terminated by a party or the parties, DSC shall deliver a Fund’s or the Funds’ property, records, data, instruments and documents to such Fund or Funds, its or their successor service providers and/or its or their other service providers, as the case may be, in a non-proprietary, commercially available format.

H.  The termination of this Agreement with respect to any given Fund or Portfolio shall in no way affect the continued validity of this Agreement with respect to any other Fund or Portfolio.

 4.
 Amendments, Assignment and Delegation

A modification of this Agreement (which term includes all Schedules) will be effective only if in writing and signed by the parties.  No party shall assign the rights or delegate the duties pursuant to this Agreement without the prior written consent of the other party or parties, except as follows:

(i) DSC may employ such person or persons it may deem desirable to assist it in performing the Services without notice to the Funds;

(ii) DSC may hire a third party to assist it in performing the Services (each a “Subcontractor”).  DSC shall obtain the Funds’ prior written consent before DSC engages a Subcontractor to provide significant services or functions to assist DSC in performing the Services under this Agreement;

(iii) DSC may delegate one or more of the functions or assign this Agreement to any direct or indirect majority-owned affiliate of Macquarie Group Limited withprior written notice to the Funds; and

(iv) A Fund merger or reorganization that does not result in a change in such Fund’s investment adviser and where the fund surviving from such merger or reorganization assumes the duties and obligations of such Fund under this Agreement shall not require DSC’s consent.  For purposes of the this sub-paragraph 4(iv), the term “investment adviser” does not include any sub-advisers.

With respect to the delegation of duties under (i), (ii) and (iii) above, DSC shall:  (a) be responsible for the acts or omissions of such persons, Subcontractors or affiliates to the same extent as DSC’s own acts or omissions under this Agreement; (b) be responsible for the

7

 compensation of such persons, Subcontractors or affiliates; and (c) not be relieved of any of its responsibilities under this Agreement by virtue of the use of such persons, Subcontractors or affiliates.  However, if the Funds instruct DSC to engage a specific Subcontractor for the performance of any of the Services, DSC will not be responsible for any acts or omissions by, or compensation payable to, such Subcontractor.

This Agreement shall be binding upon, and shall inure to the benefit of, the parties and their respective successors and permitted assigns.

 5.
 Documentation

Each Fund represents that it has provided or made available to DSC (or has given DSC an opportunity to examine) copies of the following documents, current as of the Effective Date of this Agreement:

(i) The Articles of Incorporation, Agreement and Declaration of Trust, Partnership Agreement, or other similar charter document, as relevant, evidencing the Fund’s form of organization and any current amendments thereto;

(ii) The By-Laws or procedural guidelines of the Fund;

(iii) Any resolution or other action of the Fund or the Fund’s board establishing or affecting the rights, privileges or other status of any class of shares of a Portfolio, or altering or abolishing any such class;

(iv) A copy of a resolution of the Fund board appointing DSC to provide the Services for each Portfolio and authorizing the execution of this Agreement and its Schedules;

(v) A copy of the Fund’s currently effective prospectus(es) and statement(s) of additional information (“Registration Statement”) under the Securities Act of 1933 (the “1933 Act”) and 1940 Act;

(vi) Copies of all pertinent Fund policies and procedures that affect the Services that DSC is to provide under this Agreement, including, but not limited to, those relating to valuation, pricing, Section 2(a)(41) of the 1940 Act and Rules 2a-4 and 2a-7 thereunder, net asset value errors, and “as-of” processing (e.g., relating to error corrections, post-trade revisions or similar processing policies that may exist); and

(vii) Such other documents that DSC reasonably believes to be necessary or appropriate in the proper performance of the Services, subject to the agreement of the Fund, which shall not be unreasonably withheld.

 6.
 Representations and Warranties of the Funds

Each Fund represents and warrants the following:

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A.The Fund is duly organized and validly existing, in good standing under the laws of the jurisdiction of its organization, and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification.

B.The Fund has requisite authority and power under its organizational documents and applicable law to execute, deliver, consummate and perform this Agreement; this Agreement is legally valid, binding and enforceable against the Fund; and the Fund has all necessary registrations and/or licenses necessary to conduct the activities as described in the Registration Statement.

C.There is no pending or threatened legal proceeding or regulatory action that would materially impair the Fund’s ability to perform its obligations under this Agreement.  The Fund’s performance of its obligations under this Agreement will not conflict with or result in a breach of any terms or provisions of any agreement to which the Fund is a party or bound, and does not violate any applicable law.

D.The execution and delivery of this Agreement have been authorized by the Fund’s directors/trustees and signed by an authorized Fund officer, acting as such, and neither such authorization by the Fund directors/trustees nor such execution and delivery by the Fund officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any of the Fund directors/trustees or shareholders, but bind only the property of the Fund, as provided in its charter documents.

 7.
 Representations and Warranties of DSC

DSC represents and warrants to the Funds the following:

A.DSC is duly organized as a corporation in the State of Delaware; is in good standing; and is qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification.

B.DSC has requisite authority and power under its organizational documents and applicable law to execute, deliver, consummate and perform this Agreement; this Agreement is legally valid, binding and enforceable against DSC; and DSC has all necessary registrations and/or licenses necessary to perform the Services described in Schedule B.

C.There is no pending or threatened legal proceeding or regulatory action that would materially impair DSC’s ability to provide the Services.  DSC’s performance of the Services will not conflict with or result in a breach of any of the terms or provisions of any agreement to which DSC is a party or bound, and does not violate any applicable law to which DSC is subject.

D.DSC has completed, obtained and performed all registrations, filings, approvals, and authorizations, consents or examinations required by any government or governmental authority to which DSC is subject, to perform the Services contemplated by this Agreement and will maintain the same in effect for so long as this Agreement remains in effect.

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E.DSC will maintain a fidelity bond and an insurance policy with respect to errors and omissions coverage in form and amount that are commercially reasonable in light of DSC’s duties and responsibilities under this Agreement.

F.DSC has implemented and maintains reasonable procedures and systems (including reasonable disaster recovery and business continuity plans and procedures consistent with legal, regulatory and business needs applicable to DSC’s delivery of the Services) to safeguard the Funds’ records and data and DSC’s records, data, equipment facilities and other property that DSC uses in the performance of its obligations hereunder from loss or damage attributable to fire, theft, or any other cause, and DSC will make such changes to the procedures and systems from time to time as are reasonably required for the secure performance of its obligations hereunder.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THERE ARE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES AS TO THE SERVICES UNDER THIS AGREEMENT OR THE PERFORMANCE THEREOF, INCLUDING WITHOUT LIMITATION, THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICES  (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE).

 8.
Standard of Care

DSC shall act in good faith and exercise reasonable care in performing the Services under this Agreement.  DSC’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against DSC hereunder.  In that regard, DSC shall have no responsibility for the actions or activities of any other party, including service providers, except as provided in Section 4.

 9.
Indemnification and Limitation of Liability

A.DSC will not be liable to the Funds for any loss incurred by the Funds as a result of any error of judgment, mistake of law, act or omission in the course of, or in connection with the Services rendered by, DSC under the Agreement in the absence of fraud, negligence or willful misconduct of DSC or the reckless disregard of its duties under the Agreement.

B.DSC agrees to indemnify, defend and hold harmless the Funds, their trustees, directors, officers, employees, agents and nominees and their respective successors and permitted assigns from and against claims, demands, actions, suits, judgments, liabilities, losses, fines, damages, costs, charges, and counsel fees (collectively, “Losses”) resulting directly and proximately from DSC’s fraud, negligence or willful misconduct in the performance of the Services, or reckless disregard of its duties under this Agreement.

C.In order for these indemnification provisions to apply, a party or parties seeking indemnification or to be held harmless shall fully and promptly advise the indemnifying party or parties in writing of all pertinent facts concerning the situation in question.  The party or parties

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seeking indemnification will use reasonable care to identify and notify the indemnifying party or parties in writing promptly concerning any situation which presents or appears likely to present the probability of an indemnification claim.  However, failure to do so in good faith shall not affect the rights under this provision unless the indemnifying party or parties are materially prejudiced by such failure.  As to any matter eligible for indemnification, the indemnified party or parties shall act reasonably and in accordance with good faith business judgment, and shall not effect any settlement or confess judgment without the consent of the indemnifying party or parties, which consent shall not be withheld or delayed unreasonably.

D.The indemnifying party or parties shall be entitled to participate in the defense at their own expense, or assume the defense, of any suit brought to enforce any claims subject to this indemnity provision.  If the indemnifying party or parties elect to assume the defense, they shall be conducted by counsel of their choosing that is reasonably satisfactory to the indemnified party or parties; the indemnified party or parties shall bear the fees and expenses of any additional counsel they retain.  If the indemnifying party or parties do not elect to assume the defense of such suit, they will reimburse the indemnified party or parties for the reasonable fees and expenses of any counsel the indemnified party or parties retain, which is reasonably satisfactory to the indemnifying party or parties.  The indemnifying party or parties shall not effect any settlement without the consent of the indemnified party or parties (which shall not be withheld or delayed unreasonably) unless such settlement imposes no liability, responsibility or other obligation upon the indemnified party or parties and relieves them of all fault.

E.The parties shall have a duty to mitigate damages for which the other party or parties may become responsible.

F.No party hereto shall be liable to any other party for any special, indirect, incidental or consequential damages of any kind whatsoever.  NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL THE FUNDS, DSC, THEIR AFFILIATES OR ANY OF ITS OR THEIR TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES), LOSS OF BUSINESS, OR LOST PROFITS, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER A PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 10.
Books and Records, Retention and Rights of Ownership

A.DSC shall maintain on behalf of the Funds all books and records which are customary or which are legally required to be kept in connection with DSC’s performance of Services, including without limitation those required by Rules 31a-1 and 31a-2 under the 1940 Act (“Records”) to the extent that such Records are not maintained by BNY Mellon in connection with the BNY Mellon Fund Accounting Agreement.  DSC will prepare and maintain such Records at the Funds’ expense, and the Records shall be the Funds’ property.  DSC will make the Records available for inspection by the SEC, including giving the SEC access to the Records, and otherwise surrender the Records promptly in accordance with Rule 31a-3 under the

11

1940 Act.  DSC will allow the Funds and their authorized persons and representatives to review the Records during DSC’s normal business hours or, upon reasonable notice, at such other times as the Funds may request.

B.Notwithstanding the foregoing, all computer programs, systems and procedures employed or developed by or on behalf of DSC, or on behalf of DSC by system providers or vendors used by DSC, to perform the Services that are not Records are the sole and exclusive property of DSC.

 11.
Reports

A.DSC shall furnish reports to the Funds, their other service providers, their broker/dealers and to others that the Funds designate in writing at such times as are prescribed pursuant to this Agreement to be provided or completed by DSC, or as subsequently agreed upon by the parties pursuant to this Agreement or any amendment thereto.

B.DSC will provide reasonable access to the Funds’ independent accountant as well as internal auditors employed by the Funds’ administrator or affiliate to periodically perform a reasonable review of DSC’s internal controls and procedures relevant to the Services.

 12.
Notices

Any communication, notice or demand pursuant to this Agreement shall be properly addressed, in writing and delivered by personal service (including express or courier service), registered or certified mail, or by facsimile with proof of proper transmission and a means for confirmation of delivery to recipient, as follows:

If to DSC:

Delaware Service Company, Inc.

2005 Market Street

Philadelphia, PA 19103-7094

Attention:  General Counsel

Telephone:  (215) 255-1360

Facsimile:  (215) 255-1131

If to the Funds:

Delaware Investments Family of Funds

2005 Market Street

Philadelphia, PA 19103

Attention:  General Counsel

Telephone:  (215) 255-1360

Facsimile:  (215) 255-1131

12

 13.
Advice and Reliance

A.DSC may consult with DSC’s or the Funds’ counsel, independent accountant and other experts with respect to any matter arising in connection with the Services performed by DSC, and DSC shall not be liable nor accountable for any action taken or omitted by it in good faith in accordance with the advice of such counsel, independent accountant or other experts.  DSC shall in no event be liable to the Funds or any Fund shareholder or beneficial owner for any action reasonably taken pursuant to such advice.

B.DSC agrees to cooperate with the Funds’ independent accountant, to reasonably support the independent accountant’s engagement with the Funds, and to provide the independent accountant reasonable access to the Records.  DSC also agrees to provide periodic sub-certifications to each Fund’s chief compliance officer and certifying principal executive and financial officers relating to the Services DSC performs, based on a form of sub-certification that DSC and the Funds mutually and reasonably agree to, and subject to such limitations as may be reasonable or necessary to not make a material misstatement, omission or untrue statement of fact.

 14.
Compliance with Law

A.In performing the Services, DSC shall comply with all applicable laws, and its standard of performance shall be in accord with such standards as may be imposed by law and the requirements of all regulatory authorities.

B.DSC shall use commercially reasonable efforts to make its employees who are responsible for providing the Services (“Relevant Employees”) available to federal, state and local governmental and regulatory and supervisory authorities having jurisdiction over the performance of the Services (“Governmental Authorities”) as may be required by such Governmental Authorities pursuant to applicable law, subpoena or order, and as may be requested by any Governmental Authorities on behalf of or with respect to the Funds or any of their affiliates or as may be requested by the Funds to be made available to such Governmental Authorities.

 15.
Governing Law and Jurisdiction

This Agreement and performance hereunder and all suits and proceedings hereunder shall be governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania, without giving effect to conflict of law principles.  Each of the parties to this Agreement expressly and irrevocably submits to the exclusive jurisdiction of the courts of Pennsylvania and waives any claims of inconvenient forum or venue.  To the extent that the laws of the Commonwealth of Pennsylvania conflict with the applicable provisions of the 1940 Act, the applicable provisions of the 1940 Act shall control.

 16.
Services Not Exclusive

A.DSC’s Services are not exclusive to the Funds and DSC shall be free to render similar services to others.

13

B.DSC shall perform the Services solely as an independent contractor and no joint venture, partnership, employment, agency or any other relationship is intended, accomplished or embodied in this Agreement.

C.In performing the Services, DSC is acting solely on behalf of the Funds and no contractual or service relationship shall be deemed to be established between DSC and any other person, including without limitation the custodian and Fund shareholders.

 17.
Force Majeure and Uncontrollable Events

DSC shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement.  Upon the Funds’ reasonable request, DSC shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the Services.  Notwithstanding the foregoing or any other provision of this Agreement, DSC assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, business interruption, delay or any other loss whatsoever caused by “Force Majeure Events.”  “Force Majeure Events” are events beyond the reasonable control of DSC, its agents and its Subcontractors.  In the event of Force Majeure Events, or any disaster that causes a business interruption, DSC shall act in good faith and follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize service interruptions.

 18.
Severability

If any provision of this Agreement shall be held or made invalid, the remainder of this Agreement and the parties’ rights and obligations under it shall not be affected by such action, and the invalid provisions of the Agreement shall be deemed to be severable only in the jurisdiction that so determines.

 19.
Survivability

The following provisions shall survive beyond the expiration and termination of this Agreement:

• All compensation provisions, including Section 2 Compensation and Expenses, Section 3.C regarding termination fees and expenses, and Schedule C;

• Section 4. Amendments, Assignment and Delegation;

• Section 6. Representations and Warranties of the Funds;

• Section 7. Representations and Warranties of DSC;

14

• Section 9. Indemnification and Limitation of Liability;

• Section 10. Books and Records, Retention and Rights of Ownership;

• Section 17. Force Majeure and Uncontrollable Events; and

• Section 18. Severability.

 20.
Confidential Information

“Confidential Information” of a party shall be maintained confidential by any other party, and shall include:  (a) any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information about product plans, marketing strategies, finances, operations, customer relationships, customer profiles, customer lists, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of a Fund or DSC, their respective subsidiaries and affiliated companies and the customers, clients and suppliers of any of them; (b) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords a Fund or DSC a competitive advantage over its competitors; (c) all confidential or proprietary concepts, documents, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know-how, and trade secrets, whether or not patentable or copyrightable; (d) non-public portfolio holdings information of a Portfolio; and (e) anything designated as confidential.  DSC shall maintain adequate safeguards to prevent the use of the Confidential Information by DSC, its employees, Subcontractors and affiliates for any purpose other than performing the Services under this Agreement.  DSC also shall maintain adequate safeguards to limit the dissemination of a Portfolio’s non-public portfolio holdings information to third parties (x) that assist DSC in the performance of the Services under this Agreement and have entered into a confidentiality agreement no less restrictive than the terms in this Agreement and (y) with the prior written consent of an officer of the applicable Fund.

However, Confidential Information shall not be subject to such confidentiality obligations if it:  (a) is already known to a receiving party at the time it is obtained; (b) is or becomes publicly known or available through no wrongful act of a receiving party; (c) is rightfully received from a third party who, to the best of a receiving party’s knowledge, is not under a duty of confidentiality; (d) is released by a protected party to a third party without restriction; (e) is required to be disclosed pursuant to a Fund’s Registration Statement or by a requirement of a court order, subpoena, governmental or regulatory agency or law (provided the disclosing party will promptly provide the other party written notice of such requirement, to the extent such notice is permitted); (f) is relevant to the defense of any claim or cause of action asserted against a receiving party; or (g) has been or is independently developed or obtained by a receiving party.

15

 21.
Contract Terms To Be Exclusive

This Agreement constitutes the complete agreement of the parties about the covered subject matter, and supersedes all prior negotiations, understandings and agreements bearing upon the covered subject matter.

 22.
Waiver

A party’s waiver of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by any party.  A party’s failure to insist upon strict adherence to any provision of the Agreement shall not constitute a waiver or deprive such party of the right to insist upon strict adherence to such provision.

 23.
Counterparts and Reproduction of Documents

This Agreement may be executed in any number of counterparts, each of which is deemed an original and all of which together evidence the entire Agreement.  This Agreement and any amendments may be reproduced by any commercially acceptable process.  The parties agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceedings, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement facsimile or further reproduction of such reproduction shall be likewise admissible in evidence.

16

 24.
Miscellaneous

Paragraph headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed all as of the day and year first above written.

DELAWARE INVESTMENTS FAMILY OF FUNDS	DELAWARE SERVICE COMPANY, INC.
(as listed on Schedule A)
By:      /s/ Patrick P. Coyne	By:      /s/ Phillip N. Russo
Name: Patrick P. Coyne	Name: Phillip N. Russo
Title:   President	Title:   Executive Vice President

17

SCHEDULE A

TO THE AMENDED AND RESTATED FUND ACCOUNTING AND

FINANCIAL ADMINISTRATION OVERSIGHT AGREEMENT BETWEEN

DELAWARE SERVICE COMPANY, INC. AND

DELAWARE INVESTMENTS FAMILY OF FUNDS

DATED JANUARY 1, 2014

OPEN-END FUNDS

Delaware Group^® Adviser Funds

   Delaware Diversified Income Fund

   Delaware Global Real Estate Opportunities Fund

   Delaware U.S. Growth Fund

 

Delaware Group^® Cash Reserve

   Delaware Cash Reserve^® Fund

 

Delaware Group^® Equity Funds I

   Delaware Mid Cap Value Fund

 

Delaware Group^® Equity Funds II

   Delaware Value^® Fund

 

Delaware Group^® Equity Funds IV

   Delaware Healthcare Fund

   Delaware Smid Cap Growth Fund

 

Delaware Group^® Equity Funds V

   Delaware Dividend Income Fund

   Delaware Small Cap Core Fund

   Delaware Small Cap Value Fund

 

Delaware Group^® Foundation Funds^®

   Delaware Foundation^® Conservative Allocation Fund

   Delaware Foundation^® Growth Allocation Fund

   Delaware Foundation^® Moderate Allocation Fund

 

Delaware Group^® Global & International Funds

   Delaware Emerging Markets Fund

   Delaware Focus Global Growth Fund

   Delaware Global Value Fund

   Delaware International Value Equity Fund

   Delaware Macquarie Global Infrastructure Fund

 

Delaware Group^® Government Fund

   Delaware Core Plus Bond Fund

   Delaware Emerging Markets Debt Fund

   Delaware Inflation Protected Bond Fund

 

Delaware Group^® Income Funds

   Delaware Core Bond Fund

   Delaware Corporate Bond Fund

   Delaware Diversified Floating Rate Fund

   Delaware Extended Duration Bond Fund

   Delaware High-Yield Opportunities Fund

 

Delaware Group^® Limited-Term Government Funds

   Delaware Limited-Term Diversified Income Fund

 

Delaware Group^® State Tax-Free Income Trust

   Delaware Tax-Free Pennsylvania Fund

 

Delaware Group^® Tax-Free Fund

   Delaware Tax-Free USA Fund

   Delaware Tax-Free USA Intermediate Fund

 

Delaware Pooled^® Trust

   The Core Focus Fixed Income Portfolio

   The Core Plus Fixed Income Portfolio

   The Emerging Markets Portfolio

   The Emerging Markets Portfolio II

   The Focus Smid-Cap Growth Equity Portfolio

   The High-Yield Bond Portfolio

   The International Equity Portfolio

   The Labor Select International Equity Portfolio

   The Large-Cap Growth Equity Portfolio

   The Large-Cap Value Equity Portfolio

   The Real Estate Investment Trust Portfolio
      (also known as Delaware REIT Fund)

   The Real Estate Investment Trust Portfolio II

   The Select 20 Portfolio

   

18

OPEN-END FUNDS (Cont.)

Delaware VIP^® Trust

   Delaware VIP^® Diversified Income Series

   Delaware VIP^® Emerging Markets Series

   Delaware VIP^® High Yield Series

   Delaware VIP^® International Value Equity Series

   Delaware VIP^® Limited-Term Diversified Income Series

   Delaware VIP^® REIT Series

   Delaware VIP^® Small Cap Value Series

   Delaware VIP^® Smid Cap Growth Series

   Delaware VIP^® U.S. Growth Series

   Delaware VIP^® Value Series

 

Voyageur Insured Funds

   Delaware Tax-Free Arizona Fund

 

Voyageur Intermediate Tax Free Funds

   Delaware Tax-Free Minnesota Intermediate Fund

 

Voyageur Mutual Funds

   Delaware Minnesota High-Yield Municipal Bond Fund

   Delaware National High-Yield Municipal Bond Fund

   Delaware Tax-Free California Fund

   Delaware Tax-Free Idaho Fund

   Delaware Tax-Free New York Fund

 

Voyageur Mutual Funds II

   Delaware Tax-Free Colorado Fund

 

Voyageur Mutual Funds III

   Delaware Large Cap Core Fund

   Delaware Select Growth Fund

 

Voyageur Tax Free Funds

   Delaware Tax-Free Minnesota Fund

 

CLOSED-END FUNDS

Delaware Investments Dividend and Income Fund, Inc.

 

Delaware Investments Colorado Municipal Income Fund, Inc.

 

Delaware Investments National Municipal Income Fund

 

Delaware Investments Minnesota Municipal Income Fund II, Inc.

 

Delaware Enhanced Global Dividend and Income Fund

 

19

SCHEDULE B

TO THE FUND ACCOUNTING

AND FINANCIAL ADMINISTRATION OVERSIGHT AGREEMENT BETWEEN

DELAWARE SERVICE COMPANY, INC. AND

DELAWARE INVESTMENTS FAMILY OF FUNDS

Dated January 1, 2014

DSC shall perform for each Fund and each of its Portfolios the following fund accounting, financial administration and related services.  Unless otherwise noted, capitalized terms used herein shall have the same meanings assigned to them in the Agreement.

A.  Valuations

1. Participate on the Fund’s fair value committee, manage the committee’s decision-making process and provide BNY Mellon with fair value pricing decisions.

2. Provide oversight of the Fund’s pricing process, including maintaining a relationship with pricing vendors, providing BNY Mellon with sources for prices obtained through broker/dealer quotes, and reviewing stale pricing reports.

3. Verify that the daily net asset value (“NAV”) is disseminated to interested parties; facilitate resolution of NAV errors, and ensure that corrective action is implemented, if necessary; review procedures with BNY Mellon to verify that appropriate controls are in place.

4. Subject to the oversight and approval, if necessary, of the Fund’s Board, select pricing vendors and negotiate and maintain contracts with such vendors for the benefit of the Fund.

B.  Calculation and Payment of Expenses

1. Process and pay certain invoices on behalf of the Fund and approve bills for payment by BNY Mellon and provide BNY Mellon with allocation instructions and wire instructions.

2. Provide BNY Mellon with information on the amount of directors’/trustees’ fees to be accrued and the methodology for allocating these expenses among the Portfolios.

3. Issue checks on behalf of the Fund to directors/trustees for director/trustee compensation (net of Philadelphia city wage tax) and for reimbursement of meeting expenses; remit Philadelphia city wage tax on behalf of directors/trustees with respect to such payments.

4. Provide BNY Mellon with asset-based fee information on an annual basis, promptly notify BNY Mellon of any changes impacting these fees, and review and approve BNY Mellon’s fee calculations based on timeframes detailed in the applicable Service Level Document (as defined below).

5. Provide BNY Mellon with any applicable expense limitations and review Portfolio expenses to ensure that expense limitations have been properly implemented.

6. Review budget assumptions employed by BNY Mellon for new and existing Portfolios, inform BNY Mellon of any significant new items requiring accrual or changes to current accruals, and review the over accruals/under accruals and approve non-routine adjustments to journal entries before the year-end excise tax period.

C.  Financial Reporting

1. Manage certifications and sub-certification process as required for financial reports, data and processes.

20

2. Review financial reporting information provided by BNY Mellon for prospectuses, statements of additional information and other disclosure documents and coordinate completion of financial administration responsibilities.

3. Review reports on Form N-CSR, Form N-SAR, Form N-Q and Form N-MFP for accuracy, completeness, and proper financial disclosures in conjunction with BNY Mellon.  Participate in review by, and resolution of comments from, external auditors when necessary or appropriate.

4. If a closed-end fund, analyze financial data and coordinate tender offer process with Fund management and the investment manager’s legal department, the investment manager’s investment team and BNY Mellon.

5. Support Form N-SAR reporting by completing and reviewing responses to financial questions.

6. Provide financial data for inclusion in board reports, and furnish direction to BNY Mellon regarding board reporting requirements.  Review financial information included in board reports prior to distribution.

7. In conjunction with BNY Mellon, provide analysis and recommendations regarding the impact of new accounting pronouncements on the Fund.

D.  Portfolio Securities Transactions and Trade Operations

1. Coordinate notification of, and responses to, voluntary corporate actions between BNY Mellon and the investment manager’s investment team.  Facilitate and ensure issues resolution.

2. Maintain data requirements for order management and trading systems.

3. Ensure that information on executed trades is provided to BNY Mellon, broker/dealers and agents, including information on trades not executed through trading systems (e.g., derivatives, swaps and currency contracts).  Confirm executed trades with broker/dealers and agents.

4. Provide support and trade maintenance for soft dollar transactions.

5. Provide ad hoc support for trading systems, including testing and implementation of enhancements and modifications.

6. Manage trade settlement processes between the custodians and broker/dealers for Fund for standard trades, next day settlements, cash trades and mortgage-backed securities.

7. Maintain relationships with custodian banks in support of trade settlement processes.

E.  Dividends and Distributions

1. Review dividend projections prepared by BNY Mellon, prepare Section 19(a) notices and coordinate with the investment manager’s legal department to prepare press releases regarding dividends and distributions.

2. Coordinate dividend process with BNY Mellon, the Fund’s transfer agent, Fund management, and the investment manager’s legal department.

3. Ensure timely payout of Fund distributions for both net income and capital gains, and verify appropriate and timely dissemination of data to interested parties.  Conduct summary level review of distribution calculations and amounts.

F.  Reconciliation and Cash Management

1. Review cash and principal assets reconciliation reports to mitigate potential NAV impacts resulting from cash, position or share discrepancies.

2. Monitor the daily delivery of investable cash information to the investment manager’s investment team and respond to questions and ensure timely resolution of issues.  Act as liaison between the investment manager’s investment team and BNY Mellon.

21

G.  Fund Performance Information

1. Provide oversight for timely dissemination of performance information and conduct trend analysis review on performance information.

H.  Audit Support

1. In coordination with BNY Mellon, participate in planning and execution of external audits and coordinate and participate in responses to inquiries from external auditor.

2. Receive and maintain copy of external audit correspondence.

I.  Tax Reporting and Consulting

1. Provide detailed review of all federal, state and city tax returns and ancillary schedules, including year-end excise tax distributions.

2. Provide consulting services, including interpretation of applicable regulations, to the Fund and BNY Mellon regarding tax diversification.

3. Ensure that all tax returns are filed in accordance with filing deadlines and maintain copies of tax returns, including proof of timely mailing.

4. Monitor and be familiar with new and proposed tax legislation through membership in the Investment Company Institute’s tax committee and other legal, financial and trade organizations.  Provide analysis and recommendations regarding the impact of new tax legislation on the Fund.

5. Prepare non-shareholder tax forms, as required, including Form 1099, for each member of the board of directors/trustees.

6. Review and provide comments on the tax-related sections of shareholder reports, Section 19(a) notices, prospectuses, statements of additional information and other disclosure documents, and audit work preparation.

J.  Tax Compliance Monitoring

1. Ensure that diversification tests are completed as prescribed by Internal Revenue Service and Securities and Exchange Commission regulations.  Facilitate corrective action with the investment manager’s investment team as necessary.

2. Ensure compliance with Subchapter M and Section 4982 of the Internal Revenue Code.

K.  Dissemination of Fund Data

1. Participate in managing the dissemination of Fund data to third parties by furnishing BNY Mellon with details regarding new requests and notification of changes to Fund and Fund management.

L.  Performance of Services by BNY Mellon

1. Establish and monitor certain service level requirements as detailed in the service level documents (each a “Service Level Document”) entered into between DSC and BNY Mellon with respect to BNY Mellon’s performance of its duties pursuant to the BNY Mellon Fund Accounting Agreement with the Fund.

2. Evaluate BNY Mellon’s performance against the mutually agreed upon requirements as detailed in the applicable Service Level Document and recommend adjustments as necessary.

3. Conduct periodic due diligence review of BNY Mellon’s processes as detailed in the applicable Service Level Document.

22

4. Ensure that corrective action plans are developed and implemented by BNY Mellon as a result of a service requirement default as detailed in the applicable Service Level Documents.

M.  Business Continuity

1. Confirm the adequacy of disaster recovery plans with respect to systems and processes of third party vendors selected by the Fund or DSC and relating to fund accounting and financial administration.

N.  Relationship Management

1. Participate in meetings with BNY Mellon to discuss trends, technology and strategic direction, and report pertinent information to the Fund board.

2. Represent interests of Fund board at regular meetings with BNY Mellon to discuss services provided, system functionality and policy/procedural documentation.

O.  Other

1. Review leverage requirements and manage credit facilities on behalf of the Fund.

2. Monitor the flow of information between BNY Mellon and the Fund’s proxy voting agent.  In order to ensure proper voting of proxies received in connection with securities held by the Portfolio(s), review the Fund’s proxy voting summaries, which will be prepared by BNY Mellon from the records of the proxy voting agent.

3. If a closed-end fund, act as liaison between BNY Mellon and the investment manager’s investment team, ratings agencies and the investment manager’s Compliance Department for closed-end ratings agency tests, ensuring that communication and corrective action protocols are maintained.

4. Arrange in good faith for the amendment of the BNY Mellon Fund Accounting Agreement or the negotiation of new contractual arrangements with another service provider with respect to new fund accounting or financial administration services requested by the Funds or required by applicable law after the date of this Agreement.

23

SCHEDULE D

TO THE FUND ACCOUNTING

AND FINANCIAL ADMINISTRATION OVERSIGHT AGREEMENT

BETWEEN

DELAWARE SERVICE COMPANY, INC. AND

DELAWARE INVESTMENTS FAMILY OF FUNDS

Dated January 1, 2014

LIST OF AUTHORIZED PRICING VENDORS:

Name of Vendor	Types of Securities
Interactive Data	Equities (US and Foreign), Taxable Bonds, Non Taxable Bonds, CDS
Standard & Poor’s (including JJ Kenny)	Non Taxable Bonds, Taxable Bonds
Bloomberg	Equities, Bonds, Futures, Options
Thomson Reuters	Exchange Rates, Equities, Taxable Bonds, Bank Loans
Markit	Bank Loans, Swaps, OTC Derivatives

FAIR VALUATION INFORMATION VENDOR(S):

Name of Vendor	Types of Securities
Interactive Data Fair Value Service	Foreign Equities

LIST OF AUTHORIZED DATA INFORMATION VENDORS:

Name of Vendor	Type of Service
GICS	Security Classifications
S&P – CUSIP	CUSIP Database
LSE – SEDOL License	SEDOL Database

24

EX-99.13 OTH CONTRCT

EX-99.13.c.i

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (“Agreement”) dated as of November 1, 2014 is entered into by and between Delaware Service Company, Inc., a Delaware corporation (“Assignor”), and Delaware Investments Fund Services Company, a Delaware statutory trust (“Assignee”).

WITNESSETH

WHEREAS, Assignor is a party to that certain Amended and Restated Fund Accounting and Financial Administration Oversight Agreement dated as of January 1, 2014 between each fund in the Delaware Investments Family of Funds listed on Schedule A thereto and Assignor (the “Assigned Contract”); and

WHEREAS, Assignee is a wholly-owned subsidiary of Assignor that was formed for the purposes of, among other things, to provide, or contract for the provision of, the following services to mutual fund clients: transfer agent services; shareholder servicing; fund accounting services; and oversight of transfer agent services, shareholder services and fund accounting services; and

WHEREAS, Assignor desires to contribute and assign to Assignee all of Assignor’s right, title and interest in and to the Assigned Contract and Assignee desires to assume Assignor’s obligations under the Assigned Contract.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be legally bound, Assignee and Assignor hereby agree as follows:

1.Assignment.  Assignor hereby contributes, grants, transfers, sets over, conveys, assigns and delivers to Assignee, its successors and assigns, all of its title, rights, interests, benefits and privileges in and to the Assigned Contract.

2.Assumption.  Assignee hereby undertakes, assumes and agrees to perform, pay and discharge when due all of the obligations under the Assigned Contract arising and accruing from and after the date hereof.  For the sake of clarity, Assignee shall not assume or be responsible for obligations under the Assigned Contract that pertain to periods prior to the date hereof or that relate to any failure to perform, improper performance or other breach, default or violation by Assignor prior to the date hereof.

3.Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to the conflicts of laws principles.

4.Binding Effect.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

1

5.Counterparts.  This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original hereof and all of which, when taken together, shall constitute one and the same instrument.

IN WITNESS WHEREOF, Assignee and Assignor have each caused this Agreement to be duly executed in its corporate name by a duly authorized representative as of the 1^st day of November, 2014.

ASSIGNOR:

DELAWARE SERVICE COMPANY, INC.

By: /s/ Richard Salus

Name:

Title:

ASSIGNEE:

DELAWARE INVESTMENTS FUND

SERVICES COMPANY

By: /s/ Richard Salus

Name:

Title:

2

SCHEDULE A

REGISTRANT/FUND

Delaware Group^® Adviser Funds

   Delaware Diversified Income Fund

   Delaware Global Real Estate Opportunities Fund

   Delaware U.S. Growth Fund

Delaware Group^® Cash Reserve

   Delaware Cash Reserve^® Fund

Delaware Group^® Equity Funds I

   Delaware Mid Cap Value Fund

Delaware Group^® Equity Funds II

   Delaware Value^® Fund

Delaware Group^® Equity Funds IV

   Delaware Healthcare Fund

   Delaware Smid Cap Growth Fund

Delaware Group^® Equity Funds V

   Delaware Dividend Income Fund

   Delaware Small Cap Core Fund

   Delaware Small Cap Value Fund

Delaware Group^® Foundation Funds
 (Delaware Foundation Funds^®)

   Delaware Foundation^® Conservative Allocation Fund

   Delaware Foundation^® Growth Allocation Fund

   Delaware Foundation^® Moderate Allocation Fund

Delaware Group^® Global & International Funds

   Delaware Emerging Markets Fund

   Delaware Focus Global Growth Fund

   Delaware Global Value Fund

   Delaware International Value Equity Fund

Delaware Group^® Government Fund

   Delaware Core Plus Bond Fund

   Delaware Emerging Markets Debt Fund

   Delaware Inflation Protected Bond Fund

3

REGISTRANT/FUND

Delaware Group^® Income Funds

   Delaware Corporate Bond Fund

   Delaware Diversified Floating Rate Fund

   Delaware Extended Duration Bond Fund

   Delaware High-Yield Opportunities Fund

Delaware Group^® Limited-Term Government Funds

   Delaware Limited-Term Diversified Income Fund

Delaware Group^® State Tax-Free Income Trust

   Delaware Tax-Free Pennsylvania Fund

Delaware Group^® Tax-Free Fund

   Delaware Tax-Free USA Fund

   Delaware Tax-Free USA Intermediate Fund

Delaware Pooled^® Trust

   The Core Plus Fixed Income Portfolio

   The Emerging Markets Portfolio

   The Emerging Markets Portfolio II

   The Focus Smid-Cap Growth Equity Portfolio

   The High-Yield Bond Portfolio

   The International Equity Portfolio

   The Labor Select International Equity Portfolio

   The Large-Cap Growth Equity Portfolio

   The Large-Cap Value Equity Portfolio

   The Real Estate Investment Trust Portfolio
      (also known as Delaware REIT Fund)

   The Select 20 Portfolio

Delaware VIP^® Trust

   Delaware VIP^® Diversified Income Series

   Delaware VIP^® Emerging Markets Series

   Delaware VIP^® High Yield Series

   Delaware VIP^® International Value Equity Series

   Delaware VIP^® Limited-Term Diversified Income Series

   Delaware VIP^® REIT Series

   Delaware VIP^® Small Cap Value Series

   Delaware VIP^® Smid Cap Growth Series

   Delaware VIP^® U.S. Growth Series

   Delaware VIP^® Value Series

4

REGISTRANT/FUND

Voyageur Insured Funds

   Delaware Tax-Free Arizona Fund

Voyageur Intermediate Tax Free Funds

   Delaware Tax-Free Minnesota Intermediate Fund

Voyageur Mutual Funds

   Delaware Minnesota High-Yield Municipal Bond Fund

   Delaware National High-Yield Municipal Bond Fund

   Delaware Tax-Free California Fund

   Delaware Tax-Free Idaho Fund

   Delaware Tax-Free New York Fund

Voyageur Mutual Funds II

   Delaware Tax-Free Colorado Fund

Voyageur Mutual Funds III

   Delaware Select Growth Fund

Voyageur Tax Free Funds

   Delaware Tax-Free Minnesota Fund

Delaware Enhanced Global Dividend and Income Fund

Delaware Investments Dividend and Income Fund, Inc.

Delaware Investments Colorado Municipal Income Fund, Inc.

Delaware Investments Minnesota Municipal Income Fund II, Inc.

Delaware Investments National Municipal Income Fund

5

EX-99.13 OTH CONTRCT

EX-99.c.ii

AMENDMENT NO. 1 TO AMENDED AND RESTATED FUND ACCOUNTING AND FINANCIAL ADMINISTRATION OVERSIGHT AGREEMENT

This Amendment (“Amendment”) is made as of the 1st day of September, 2017, by and between each fund in the Delaware Investments Family of Funds (also known as Delaware Funds^sm by Macquarie) listed on Schedule A (each, a “Fund” and collectively, the “Funds”) having their principal place of business at 2005 Market Street, Philadelphia, PA 19103 and Delaware Investments Fund Services Company (“DIFSC”), a Delaware statutory trust having its principal place of business at 2005 Market Street, Philadelphia, PA 19103.

BACKGROUND:

A. The Funds and Delaware Service Company, Inc. (“DSC”) are parties to an Amended and Restated Fund Accounting and Financial Administration Oversight Agreement dated as of January 1, 2014 (the “Agreement”) relating to DSC’s provision to the Funds of certain fund accounting, financial administration and related services, and oversight services described in the Agreement.

B. DIFSC and DSC entered into an Assignment and Assumption Agreement as of November 1, 2014 whereby DSC contributed and assigned to DIFSC all of DSC’s rights, title, and interest in the Agreement, and DIFSC assumed all of DSC’s obligations under the Agreement.

C. DIFSC is a majority-owned affiliate of Macquarie Group Limited.

D. This Amendment is an amendment to the Agreement.

E. The parties desire to amend the Agreement as set forth herein.

TERMS:

The parties hereby agree that:

1. Section 3A of the Agreement is hereby deleted in its entirety and replaced with the following Section 3A:

A. The revised term of this Agreement shall commence on September 1, 2017 and continue for a term of five (5) years expiring on June 30, 2022 (“Term”).

2. Section 3B(i) of the Agreement is hereby deleted in its entirety and replaced with the following:

3B(i).  Non-Renewal – Intentionally omitted.

3. The first sentence of the definition of "For Cause" contained in subsection 3B of the Agreement is hereby amended to read as follows:

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A material breach of this Agreement that has not been remedied for at least thirty (30) days following the receipt of written notice by the non-breaching party or parties that identifies in reasonable detail the alleged failure of the other party to perform; provided, however, that if such breach is capable of being cured, then the breaching party or parties shall be entitled to such longer period of time as may reasonably be required to cure such breach if the breaching party or parties have commenced such cure and or diligently pursuing such cure, but such cure must be completed within one hundred twenty (120) days following the discovery of such breach in any event; provided, however, that for the avoidance of doubt, written notice must be provided promptly after discovery of any breach.;

4. Subsection 3E of the Agreement is hereby amended to read as follows:

If this Agreement is (i) not renewed upon the expiration of the Term, (ii) terminated by DIFSC and the Funds at any time “upon mutual agreement” under subsection 3B(ii), (iii) terminated by DIFSC at any time as a result of the “termination of investment manager” under subsection 3B(iv), (iv) terminated by the Funds at any time for any reason other than non-renewal or any of those reasons specified in subsection 3B above, or (v) terminated by DIFSC at any time “For Cause” under subsection 3B(iii), and if the Funds request that DIFSC assist the Funds in converting them to a successor service provider with respect to the Services, then, in connection with such expiration or termination, the Funds shall reimburse DIFSC promptly for any Costs and Expenses (as defined below) incurred by DIFSC in connection with effecting such expiration or termination and converting the Funds to a successor service provider with respect to the Services, including without limitation the delivery to such successor service provider, to the Funds, and/or to any other Fund service provider(s) any of the Funds' property, records, data, instruments, and documents.

5. Subsection 3G of the Agreement is hereby amended by inserting the word "electronic" between the words "available" and "format."

6. The Funds hereby represent and warrant to DIFSC that, as of July 1, 2017 each of the statements about the Funds contained in Section 6 of the Agreement is true and correct.

7. Subsection 7A is amended to replace the term “corporation” with the term “business trust.”  With such amendment, DIFSC hereby represents and warrants to the Funds that, as of July 1, 2017, each of the statements contained in subsections 7A, B, C, D, and F of the Agreement is true and correct after replacing "DSC" with "DIFSC" in each such provision.

8. Subsection 7E of the Agreement is hereby deleted in its entirety.

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9. Subsection 9C of the Agreement is hereby amended to read as follows:

In order for these indemnification provisions to apply, a party or parties seeking indemnification or to be held harmless shall fully and promptly advise the indemnifying party or parties in writing of all pertinent facts concerning the situation in question which are actually known by the party or parties seeking indemnification.  The party or parties seeking indemnification will use reasonable care to identify and notify the indemnifying party or parties in writing promptly concerning any situation which presents or appears likely to present the probability of an indemnification claim.  However, failure to do so in good faith shall not affect the rights under this provision unless the indemnifying party or parties are materially prejudiced by such failure.  As to any matter eligible for indemnification, the indemnified party or parties shall act reasonably and in accordance with good faith business judgment, and shall not effect any settlement or confess judgment without the consent of the indemnifying party or parties, which consent shall not be withheld or delayed unreasonably.

10. Subsection 10A of the Agreement is hereby amended by adding the word "promulgated" before the word "under" in the two places appearing in such subsection.

11. Section 12 of the Agreement is hereby deleted in its entirety and replaced with the following Section 12:

Section 12 - Notices

Any communication, notice, or demand made or given pursuant to this Agreement shall be properly addressed, in writing and delivered by personal service (including express or courier service), registered or certified mail, or by facsimile with proof of proper transmission and a means for confirmation of delivery to recipient, as follows:

If to DIFSC:

Delaware Investments Fund Services Company2005 Market StreetPhiladelphia, PA  19103-7094

Attention:  General Counsel

Telephone:  (215) 255-8864
Facsimile:  (215) 255-1640

3

If to the Funds:

Delaware Investments Family of Funds (Delaware Funds by Macquarie)2005 Market StreetPhiladelphia, PA  19103

Attention:  Chairman of the Board

Telephone:  (610) 940-5320
Facsimile:  (610) 941-5009

12. Section 20 of the Agreement is hereby amended by adding the following sentence:

"Confidential information" shall include, without limitation, any customer or shareholder personal information in the possession, custody, or control of the Funds or of DIFSC.

13. The Agreement is hereby amended by adding new Section 25 which shall provide as follows:

25.  Covenants of DIFSC. DIFSC hereby covenants and agrees with the Funds that (i) DIFSC shall maintain a fidelity bond and an insurance policy with respect to errors and omissions coverage in form and amount that are commercially reasonable in light of the duties and responsibilities of DIFSC under the Agreement as modified by this Amendment; and (ii) DIFSC shall provide notice to the Funds of any breach of this Agreement committed by DIFSC promptly after the discovery thereof.

14. Section D of Schedule B to the Agreement is hereby amended to add the following sentence as the final sentence of Section D:

DIFSC may rely on Delaware Management Company (“DMC”) or BNY Mellon to provide any of the Services enumerated in this section to the extent such Services are provided by DMC or BNY Mellon.

15. Schedule C of the Agreement is hereby deleted in its entirety and replaced with Schedule C attached hereto.

16. Miscellaneous.

(a) As hereby amended and supplemented, the Agreement shall remain in full force and effect.  In the event of a conflict between

4

the terms of this Amendment and the terms of the Agreement, the terms of this Amendment shall control.

(b) The Agreement, as amended hereby, constitutes the complete understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior communications with respect thereto.

(c) This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.  The facsimile signature of any party to this Amendment shall constitute the valid and binding execution hereof by such party.

(d) To the extent required by applicable law, the terms of this Amendment and the fees and expenses associated with this Amendment have been disclosed to and approved by the Board of Trustees/Directors of the Funds.

(e) This Amendment shall be governed by the laws of The Commonwealth of Pennsylvania, without regard to its principles of conflicts of laws.

5

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers designated below as of the date and year first above written.

DELAWARE INVESTMENTS FAMILY OF FUNDS (DELAWARE FUNDS BY MACQUARIE), as listed on Schedule A

By:	/s/ Richard Salus
Name:	Richard Salus
Title:	SVP

DELAWARE INVESTMENTS FUND SERVICES COMPANY

By:	/s/ Stephen J. Busch
Name:	Stephen J. Busch
Title:	SVP

6

AMENDMENT NO. 2
TO SCHEDULE A
TO THE AMENDED AND RESTATED FUND ACCOUNTING AND
FINANCIAL ADMINISTRATION OVERSIGHT AGREEMENT BETWEEN DELAWARE SERVICE COMPANY, INC. AND
DELAWARE INVESTMENTS FAMILY OF FUNDS
(DELAWARE FUNDS^sm BY MACQUARIE)
DATED JANUARY 1ST, 2014
AS ASSIGNED TO DELAWARE INVESTMENTS FUND SERVICES COMPANY ON NOVEMBER 1ST, 2014

As of September 1, 2017

Series, Portfolio and Share Class

Delaware Group® Adviser Funds

Delaware Diversified Income Fund – Class A, Class C, Class R, Class R6, and Institutional Class Shares

Delaware Global Real Estate Opportunities Fund – Class A, Class C, Class R, and Institutional Class Shares

Delaware U.S.  Growth Fund – Class A, Class C, Class R, Class R6 and Institutional Class Shares

Delaware Group® Cash Reserve

Delaware Investments Ultrashort Fund – Class A, Class C, Class L, and Institutional Class Shares

Delaware Group® Equity Funds I

Delaware Mid Cap Value Fund – Class A, Class C, Class R, and Institutional Class Shares

Delaware Group® Equity Funds II

Delaware Value® Fund – Class A, Class C, Class R, Class R6, Class T, and Institutional Class Shares

Delaware Group® Equity Funds IV

Delaware Healthcare Fund – Class A, Class C, Class R, and Institutional Class Shares

Delaware Small Cap Growth Fund – Class A, Class C, Class R, and Institutional Class Shares

Delaware Smid Cap Growth Fund – Class A, Class C, Class R, Class R6, and Institutional Class Shares

Delaware Group® Equity Funds V

Delaware Small Cap Core Fund – Class A, Class C, Class R, Class R6, and Institutional Class Shares

Delaware Small Cap Value Fund – Class A, Class C, Class R, Class R6, and Institutional Class Shares Delaware Wealth Builder Fund – Class A, Class C, Class R, and Institutional Class Shares

(formerly, Delaware Dividend Income Fund)

Delaware Group® Foundation Funds
(Delaware Foundation Funds®)

Delaware Foundation® Conservative Allocation Fund – Class A, Class C, Class R, and Institutional Class Shares

Delaware Foundation® Growth Allocation Fund – Class A, Class C, Class R, and Institutional Class Shares

Delaware Foundation® Moderate Allocation Fund – Class A, Class C, Class R, and Institutional Class Shares

Delaware Group® Global & International Funds

Delaware Asia Select Fund – Class A, Class C, and Institutional Class Shares

(formerly, Delaware Macquarie Asia Select Fund)

Delaware Emerging Markets Fund – Class A, Class C, Class R, Class R6, and Institutional Class Shares

Delaware Global Value Fund – Class A, Class C, Class R, and Institutional Class Shares

Delaware International Small Cap Fund – Class A, Class C, Class R, Class R6, and Institutional Class Shares

(formerly, Delaware Focus Global Growth Fund)

Delaware International Value Equity Fund – Class A, Class C, Class R, and Institutional Class Shares

Delaware Group® Government Fund

Delaware Emerging Markets Debt Fund – Class A, Class C, Class R, and Institutional Class Shares

Delaware Strategic Income Fund – Class A, Class C, Class R, and Institutional Class Shares

(formerly, Delaware Core Plus Bond Fund)

7

Delaware Group® Income Funds

Delaware Corporate Bond Fund – Class A, Class C, Class R, and Institutional Class Shares

Delaware Extended Duration Bond Fund – Class A, Class C, Class R, Class R6, and Institutional Class Shares

Delaware Floating Rate Fund – Class A, Class C, Class R and Institutional Class Shares

(formerly, Delaware Diversified Floating Rate Fund)

Delaware High-Yield Opportunities Fund – Class A, Class C, Class R, and Institutional Class Shares

Delaware Group® Limited-Term Government Funds

Delaware Limited-Term Diversified Income Fund – Class A, Class C, Class R, Class R6, and Institutional Class Shares

Delaware Group® State Tax-Free Income Trust

Delaware Tax-Free Pennsylvania Fund – Class A, Class C, and Institutional Class Shares

Delaware Group® Tax-Free Fund

Delaware Tax-Free USA Fund – Class A, Class C, and Institutional Class Shares

Delaware Tax-Free USA Intermediate Fund – Class A, Class C, and Institutional Class Shares

Delaware Pooled® Trust

Macquarie Core Plus Bond Portfolio – DPT Class

(formerly, The Core Plus Fixed Income Portfolio)

Macquarie Emerging Markets Portfolio – DPT Class

(formerly, The Emerging Markets Portfolio)

Macquarie Emerging Markets Portfolio II – DPT Class

(formerly, The Emerging Markets Portfolio II)

Macquarie High Yield Bond Portfolio – DPT Class

(formerly, The High-Yield Bond Portfolio)

Macquarie Labor Select International Equity Portfolio – DPT Class

(formerly, The Labor Select International Equity Portfolio)

Macquarie Large Cap Value Portfolio – DPT Class

(formerly, The Large-Cap Value Equity Portfolio)

Delaware REIT Fund – Class A, Class C, Class R, Class R6, and Institutional Class Shares

   (formerly known as The Real Estate Investment Trust Portfolio)

Delaware VIP® Trust

Delaware VIP® Diversified Income Series – Standard Class Shares and Service Class Shares

Delaware VIP® Emerging Markets Series – Standard Class Shares and Service Class Shares

Delaware VIP® High Yield Series – Standard Class Shares and Service Class Shares

Delaware VIP® International Value Equity Series – Standard Class Shares and Service Class Shares

Delaware VIP® Limited-Term Diversified Income Series – Standard Class Shares and Service Class Shares Delaware VIP® REIT Series – Standard Class Shares and Service Class Shares

Delaware VIP® Small Cap Value Series – Standard Class Shares and Service Class Shares

Delaware VIP® Smid Cap Core Series – Standard Class Shares and Service Class Shares

    (formerly Delaware VIP® Smid Cap Growth Series)

Delaware VIP® U.S.  Growth Series – Standard Class Shares and Service Class Shares

Delaware VIP® Value Series – Standard Class Shares and Service Class Shares

Voyageur Insured Funds

Delaware Tax-Free Arizona Fund – Class A, Class C, and Institutional Class Shares

Voyageur Intermediate Tax Free Funds

Delaware Tax-Free Minnesota Intermediate Fund – Class A, Class C, and Institutional Class Shares

Voyageur Mutual Funds

Delaware Minnesota High-Yield Municipal Bond Fund – Class A, Class C, and Institutional Class Shares Delaware National High-Yield Municipal Bond Fund – Class A, Class C, and Institutional Class Shares Delaware Tax-Free California Fund – Class A, Class C, and Institutional Class Shares

Delaware Tax-Free Idaho Fund – Class A, Class C, and Institutional Class Shares

Delaware Tax-Free New York Fund – Class A, Class C, and Institutional Class Shares

Voyageur Mutual Funds II

Delaware Tax-Free Colorado Fund – Class A, Class C, and Institutional Class Shares

Voyageur Mutual Funds III

Delaware Select Growth Fund – Class A, Class C, Class R, and Institutional Class Shares

8

Voyageur Tax Free Funds

Delaware Tax-Free Minnesota Fund – Class A, Class C, and Institutional Class Shares

Delaware Enhanced Global Dividend and Income Fund – Common Shares

Delaware Investments Dividend and Income Fund, Inc.  – Common Shares

Delaware Investments Colorado Municipal Income Fund, Inc.  – Common Shares and Preferred Shares

Delaware Investments Minnesota Municipal Income Fund II, Inc.  – Common Shares and Preferred Shares

Delaware Investments National Municipal Income Fund – Common Shares and Preferred Shares

9

EX-99.16 PWR OF ATTY

EX-99.16.a

   

POWER OF ATTORNEY

I, the undersigned President/Chief Executive Officer and member of the Board of Trustees of Delaware Investments National Municipal Income Fund, hereby constitute and appoint David F. Connor, Brian L. Murray, Jr. and Richard Salus, and each of them singly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacity the Delaware Investments National Municipal Income Fund’s Registration Statement on Form N-14 with respect to the proposed reorganizations listed on Exhibit A, attached hereto, and generally to do all such things in my name and on my behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933, as amended, the Investment Company Act of 1940, as amended, and all related requirements of the Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this instrument as of this 23rd day of July, 2021.

/s/ Shawn K. Lytle

Shawn K. Lytle

   

POWER OF ATTORNEY

I, the undersigned member of the Board of Trustees of Delaware Investments National Municipal Income Fund, hereby constitute and appoint David F. Connor, Brian L. Murray, Jr. and Richard Salus, and each of them singly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacity the Delaware Investments National Municipal Income Fund’s Registration Statement on Form N-14 with respect to the proposed reorganizations listed on Exhibit A, attached hereto, and generally to do all such things in my name and on my behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933, as amended, the Investment Company Act of 1940, as amended, and all related requirements of the Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this instrument as of this 26th day of July, 2021.

/s/ Jerome D. Abernathy

Jerome D. Abernathy

   

POWER OF ATTORNEY

I, the undersigned member of the Board of Trustees of Delaware Investments National Municipal Income Fund, hereby constitute and appoint David F. Connor, Brian L. Murray, Jr. and Richard Salus, and each of them singly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacity the Delaware Investments National Municipal Income Fund’s Registration Statement on Form N-14 with respect to the proposed reorganizations listed on Exhibit A, attached hereto, and generally to do all such things in my name and on my behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933, as amended, the Investment Company Act of 1940, as amended, and all related requirements of the Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this instrument as of this ___ day of __________, 2021.

/s/ Thomas L. Bennett

Thomas L. Bennett

   

POWER OF ATTORNEY

I, the undersigned member of the Board of Trustees of Delaware Investments National Municipal Income Fund, hereby constitute and appoint David F. Connor, Brian L. Murray, Jr. and Richard Salus, and each of them singly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacity the Delaware Investments National Municipal Income Fund’s Registration Statement on Form N-14 with respect to the proposed reorganizations listed on Exhibit A, attached hereto, and generally to do all such things in my name and on my behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933, as amended, the Investment Company Act of 1940, as amended, and all related requirements of the Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this instrument as of this 22nd day of July, 2021.

/s/ Ann D. Boroweic

Ann D. Borowiec

   

POWER OF ATTORNEY

I, the undersigned member of the Board of Trustees of Delaware Investments National Municipal Income Fund, hereby constitute and appoint David F. Connor, Brian L. Murray, Jr. and Richard Salus, and each of them singly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacity the Delaware Investments National Municipal Income Fund’s Registration Statement on Form N-14 with respect to the proposed reorganizations listed on Exhibit A, attached hereto, and generally to do all such things in my name and on my behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933, as amended, the Investment Company Act of 1940, as amended, and all related requirements of the Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this instrument as of this 23rd day of July, 2021.

/s/ Joseph W. Chow

Joseph W. Chow

   

POWER OF ATTORNEY

I, the undersigned member of the Board of Trustees of Delaware Investments National Municipal Income Fund, hereby constitute and appoint David F. Connor, Brian L. Murray, Jr. and Richard Salus, and each of them singly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacity the Delaware Investments National Municipal Income Fund’s Registration Statement on Form N-14 with respect to the proposed reorganizations listed on Exhibit A, attached hereto, and generally to do all such things in my name and on my behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933, as amended, the Investment Company Act of 1940, as amended, and all related requirements of the Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this instrument as of this 20th day of July, 2021.

/s/ H. Jeffrey Dobbs

H. Jeffrey Dobbs

   

POWER OF ATTORNEY

I, the undersigned member of the Board of Trustees of Delaware Investments National Municipal Income Fund, hereby constitute and appoint David F. Connor, Brian L. Murray, Jr. and Richard Salus, and each of them singly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacity the Delaware Investments National Municipal Income Fund’s Registration Statement on Form N-14 with respect to the proposed reorganizations listed on Exhibit A, attached hereto, and generally to do all such things in my name and on my behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933, as amended, the Investment Company Act of 1940, as amended, and all related requirements of the Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this instrument as of this 21st day of July, 2021.

/s/ John A. Fry

John A. Fry

   

POWER OF ATTORNEY

I, the undersigned member of the Board of Trustees of Delaware Investments National Municipal Income Fund, hereby constitute and appoint David F. Connor, Brian L. Murray, Jr. and Richard Salus, and each of them singly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacity the Delaware Investments National Municipal Income Fund’s Registration Statement on Form N-14 with respect to the proposed reorganizations listed on Exhibit A, attached hereto, and generally to do all such things in my name and on my behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933, as amended, the Investment Company Act of 1940, as amended, and all related requirements of the Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this instrument as of this ___ day of __________, 2021.

/s/ Joseph Harroz, Jr.

Joseph Harroz, Jr.

   

POWER OF ATTORNEY

I, the undersigned member of the Board of Trustees of Delaware Investments National Municipal Income Fund, hereby constitute and appoint David F. Connor, Brian L. Murray, Jr. and Richard Salus, and each of them singly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacity the Delaware Investments National Municipal Income Fund’s Registration Statement on Form N-14 with respect to the proposed reorganizations listed on Exhibit A, attached hereto, and generally to do all such things in my name and on my behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933, as amended, the Investment Company Act of 1940, as amended, and all related requirements of the Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this instrument as of this 21st day of July, 2021.

/s/ Sandra A.J. Lawrence

Sandra A.J. Lawrence

   

POWER OF ATTORNEY

I, the undersigned member of the Board of Trustees of Delaware Investments National Municipal Income Fund, hereby constitute and appoint David F. Connor, Brian L. Murray, Jr. and Richard Salus, and each of them singly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacity the Delaware Investments National Municipal Income Fund’s Registration Statement on Form N-14 with respect to the proposed reorganizations listed on Exhibit A, attached hereto, and generally to do all such things in my name and on my behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933, as amended, the Investment Company Act of 1940, as amended, and all related requirements of the Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this instrument as of this 23th day of July, 2021.

/s/ Frances A. Sevilla-Sacasa

Frances A. Sevilla-Sacasa

   

POWER OF ATTORNEY

I, the undersigned member of the Board of Trustees of Delaware Investments National Municipal Income Fund, hereby constitute and appoint David F. Connor, Brian L. Murray, Jr. and Richard Salus, and each of them singly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacity the Delaware Investments National Municipal Income Fund’s Registration Statement on Form N-14 with respect to the proposed reorganizations listed on Exhibit A, attached hereto, and generally to do all such things in my name and on my behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933, as amended, the Investment Company Act of 1940, as amended, and all related requirements of the Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this instrument as of this 20th day of July, 2021.

/s/ Thomas K. Whitford
Thomas K. Whitford

   

POWER OF ATTORNEY

I, the undersigned member of the Board of Trustees of Delaware Investments National Municipal Income Fund, hereby constitute and appoint David F. Connor, Brian L. Murray, Jr. and Richard Salus, and each of them singly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacity the Delaware Investments National Municipal Income Fund’s Registration Statement on Form N-14 with respect to the proposed reorganizations listed on Exhibit A, attached hereto, and generally to do all such things in my name and on my behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933, as amended, the Investment Company Act of 1940, as amended, and all related requirements of the Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this instrument as of this 20th day of July, 2021.

/s/ Christianna Wood

Christianna Wood

   

POWER OF ATTORNEY

I, the undersigned member of the Board of Trustees of Delaware Investments National Municipal Income Fund, hereby constitute and appoint David F. Connor, Brian L. Murray, Jr. and Richard Salus, and each of them singly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacity the Delaware Investments National Municipal Income Fund’s Registration Statement on Form N-14 with respect to the proposed reorganizations listed on Exhibit A, attached hereto, and generally to do all such things in my name and on my behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933, as amended, the Investment Company Act of 1940, as amended, and all related requirements of the Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this instrument as of this 21st day of July, 2021.

/s/ Janet L. Yeomans

Janet L. Yeomans

Exhibit A

PROPOSED REORGANIZATIONS
ACQUIRED FUND	ACQUIRING FUND
Delaware Investments Colorado Municipal Income Fund, Inc.	Delaware Investments National Municipal Income Fund
Delaware Investments Minnesota Municipal Income Fund II, Inc.	Delaware Investments National Municipal Income Fund

EX-99.17 (AS APPROP)

EX-99.17.a

 Macquarie Investment Management

Delaware Funds by Macquarie

Optimum Fund Trust

Code of Ethics

September 8, 2020

Table of Contents

I.INTRODUCTION	1
A.General Principles	1
B.Your Fiduciary Duty	1
C.Compliance with Applicable Federal Securities Laws	2
D.Obligation to Report Violations of the Code	2
II.YOUR OBLIGATIONS AS A COVERED PERSON	2
A.Categories of Covered Persons	2
1.Access Person	2
2.Investment Person	2
3.Affiliated Person	2
B.Immediate Family Members	2
C.Your Obligations at Time of Hire	2
1.Initial Holdings Report	2
2.Use of Approved Brokers	3
3.Disclosure of Outside Business Activities	3
4.Disclosure of Political Contributions	3
5.Written Acknowledgement of Receipt of Code	3
D.Your Obligations on a Daily Basis	4
1.Pre-clearance of Personal Securities Transactions	4
2.Compliance with Trading Restrictions	6
3.Pre-clearance of Political Contributions	8
4.Obligation to Report Changes to Personal Information	9
E.Your Obligations on a Quarterly Basis	9
1.Quarterly Report/Certification of Transactions	9
F.Your Obligations on an Annual Basis	9
1.Annual Certification of Holdings	9
2.Annual Code of Ethics Certification	9
III.FUND PERSON RESPONSIBILITIES	9
A.Fiduciary Duty	9
B.Reporting and Certification Requirements	10
IV.REVIEW AND ENFORCEMENT OF THE CODE	10

A.Administration of the Code	10
B.Review of Employee Activity	10
C.Sanctions for Non-Compliance with Code	10
D.Maintenance of Records	10
Glossary to the Code of Ethics	11

I.INTRODUCTION

A. General Principles

The Code of Ethics (the “Code”) is based on the principle that Macquarie Investment Management (“Macquarie”)¹, its directors, officers, trustees, and employees (each, a “Covered Person” and collectively, “Covered Persons”), owe a fiduciary duty of undivided loyalty to the Delaware Funds by Macquarie and the Optimum Fund Trust (collectively, the “Funds”) and any other investment advisory client (each, a “Client” and collectively, our “Clients”) that Macquarie advises.²  In addition, the Code is based on the principle that the directors, trustees and fund-only personnel associated with the Funds (collectively, “Fund Persons”) owe a fiduciary duty of undivided loyalty to their respective Funds.

This Code sets out standards of conduct designed to address potential conflicts of interest that might arise between this fiduciary duty to Macquarie’s Clients and a Covered Person’s personal activities. Specifically, each Covered Person must avoid participating in transactions, activities, and relationships that might interfere (or appear to interfere) with making decisions in the best interests of those Clients.

As a Covered Person, you are responsible for reading the Code and understanding your obligations in order to comply with its provisions. Additionally, your duty to comply with this Code includes the requirement that your personal and business activities be conducted in compliance with all other policies and procedures governing Macquarie and its affiliates. Examples of such policies include, but are not limited to, Macquarie’s Gifts and Entertainment Policy, Political Contribution (“Pay to Play”) Policy, and Insider Trading/Material Non-Public Information Policy. If you have any questions regarding the Code and its related policies or your resultant obligations and duties, please contact the Compliance Department for assistance.

B. Your Fiduciary Duty

Macquarie is committed to fostering a culture that promotes honesty and high ethical standards. Consequently, all Covered Persons have an obligation to conduct themselves in accordance with the following general fiduciary principles:

◾ You have a duty to place the interests of our Clients ahead of your own interests at all times;

◾ You have a duty to attempt to avoid actual and potential conflicts of interest between your personal activities and the activities of our Clients, as well as to avoid any activities that may give the appearance of creating a conflict of interest; and

◾ You must not take inappropriate advantage of your position at Macquarie.

¹ For the purposes of this Code, all references to “Macquarie” shall be taken to mean Macquarie Management Holdings, Inc. and its subsidiaries.

² Definitions of certain capitalized terms can be found in the Glossary to the Code of Ethics. These definitions are an integral part of the Code and a proper understanding of them is necessary to comply with the Code. It is important that you review and understand all of the definitions contained in the Glossary and refer back to them as necessary to understand your responsibilities under the Code.

Covered Persons are reminded that violations of the Code and/or any associated policies and procedures may result in disciplinary action, including fines, disgorgement of profits, and possibly suspension and/or dismissal.

C. Compliance with Applicable Federal Securities Laws

As a Covered Person under this Code, it is your duty to conduct all personal and professional activities in a manner that is consistent with any and all Applicable Federal Securities Laws (as defined in the Glossary to this Code (“Glossary”).

D. Obligation to Report Violations of the Code

You have a duty to report violations of the Code. If you become aware of a violation of Macquarie’s Code committed by another Covered Person, you have an ongoing obligation to report that violation to the Compliance Department. It is Macquarie’s policy to protect the confidentiality of any such report made in good faith and any Covered Person reporting such a violation will not be subject to retaliation.

II.YOUR OBLIGATIONS AS A COVERED PERSON

A. Categories of Covered Persons

Upon becoming subject to the provisions of this Code, each Covered Person is assigned to one of the following three categories below based on their responsibilities and/or privileges at Macquarie:

1. Access Person

2. Investment Person

3. Affiliated Person

You will be advised of the category to which you are assigned during your initial training on this Code. It is important to know the category to which you are assigned, as belonging to a certain category may cause you to be subject to additional obligations and/or limitations under the Code. A complete definition for each category is included in the Glossary. You are encouraged to review the definitions for each category carefully, as well as any sections of the Code that may pertain only to Covered Persons assigned to your category.

B. Immediate Family Members

In accordance with federal securities laws, certain restrictions and limitations found within the Code are also applicable to the personal investment activities of any immediate family members that reside in your household (“Immediate Family Members”). As a Covered Person, it is your responsibility to alert your Immediate Family Members of any applicable restrictions or limitations that may impact their personal investment activities to ensure that both you and your Immediate Family Members conduct all personal investment activities in a manner consistent with the Code.

C. Your Obligations at Time of Hire

1. Initial Holdings Report

All Access and Investment Persons must submit an initial holdings report within ten (10) calendar days of commencing employment with Macquarie or otherwise becoming an Access or Investment Person to disclose the Required Holdings Information for both their own and their Immediate Family Members’ personal

securities holdings. The information included in the initial holdings report must be current as of a date no more than forty-five (45) calendar days prior to the commencement of employment with Macquarie (or becoming subject to the Code)..

2. Use of Approved Brokers

All Covered Persons, with limited exceptions, must maintain all personal brokerage accounts with approved brokerage firms (“Approved Brokers”). A list of the Approved Brokers from which Macquarie is currently able to receive such data feeds can be found on MacNet.

3. Disclosure of Outside Business Activities

Covered Persons may not engage in full-time or part-time service as an officer, director, partner, manager, consultant or employee of any business organization or non-profit organization other than Macquarie without receiving prior written approval from the Compliance Department. Any such service is considered an “Outside Business Activity,” even if performed on a volunteer basis. Any existing Outside Business Activities must be disclosed at the time that you become subject to this Code and are subject to review and approval. Similarly, you have an ongoing obligation to disclose any Outside Business Activities that you undertake during your employment with Macquarie and receive written approval from the Compliance Department prior to participating in such activities.

4. Disclosure of Political Contributions

In addition to the Code, all Covered Persons and their Immediate Family Members are subject to Macquarie’s Political Contribution (“Pay-to-Play”) Policy. Covered Persons are required to disclose all political contributions made during the two year period prior to the date that they become subject to this Code. This disclosure must also include all political contributions made by your Immediate Family Members during the two year period. The information provided may be shared in the aggregate in response to requests for proposals or client information requests, but will otherwise remain strictly confidential.

5. Written Acknowledgement of Receipt of Code

All Covered Persons are required to certify that they have received this Code within ten (10) calendar days of their hire date. You will also be required to certify your ongoing compliance with this Code on an annual basis and whenever the Code is updated.

D. Your Obligations on a Daily Basis

1. Pre-clearance of Personal Securities Transactions

Covered Persons and their Immediate Family Members must pre-clear each personal investment transaction and receive approval for the activity prior to executing the transaction, unless the transaction is subject to an exemption from the pre-clearance requirements of the Code as outlined in Section II.D.1.b below.

a) Duration of Approval

Approval for a pre-clearance request is valid for the same day only and the trade must be executed on the same day that approval is granted. If a transaction is not executed (or is only partially completed) on the same day that you receive approval, you must repeat the pre-clearance process and receive approval on the day that you do execute (or complete) the transaction. Similarly, if the information in your pre-clearance request changes in any material way, you must resubmit your pre-clearance request prior to executing the transaction.

◾ Note: Approvals for Covered Persons located in Australia and/or Asia only are valid for execution through the 24-hour period following approval.

b) Exceptions to the Pre-clearance Requirement

You are not required to pre-clear and receive approval for the personal investment transaction types listed below prior to execution, although you are still responsible for complying with the reporting requirements of this Code for these transactions, as applicable.

(1) Involuntary transactions

The acquisition or disposition of a security as the result of a stock dividend, stock split, reverse stock split, merger, consolidation, spin-off or other similar corporate distribution or reorganization applicable to all holders of a class of securities does not require pre-clearance under the Code.

(2) Purchases or sales of exchange-traded funds (“ETFs”)

ETFs are exempt from the preapproval requirements however they are subject to the reporting and holding period requirements of the Standard.

(3) Transactions in Managed Accounts

Pre-clearance is not required for transactions made in an account over which neither you nor an Immediate Family Member (a) exercises investment discretion, (b) receives notice of transactions prior to execution, and/or (c) otherwise has direct or indirect influence or control (“Managed Account”).

Note: Covered Persons and their Immediate Family Members must receive approval from the Compliance Department in order to maintain a Managed Account. Additionally, you should be aware that Managed Accounts are still subject to the reporting requirements of the Code.

(4) Donated Shares

Pre-clearance and approval are not required for any securities that are donated to a charitable organization. However, such transactions are still subject to the reporting requirements of the Code.

c) Transactions Excluded from BOTH the Pre-clearance and Approval Requirement and the Reporting Requirement

All personal investment transactions by Covered Persons must be reported under the Code with a few limited exceptions. The following types of personal investment transactions are exempt from both the pre-clearance and the reporting requirements of the Code.

(1) Purchases or sales of unaffiliated pooled vehicles such as open-end mutual funds, SICAVs, UCITS and managed investment schemes.

Note: Open-end (non-money market) mutual funds to which Macquarie provides advisory services are considered to be “Affiliated Mutual Funds” and require pre-clearance and approval prior to execution of a personal investment transaction.

(2) Purchases or sales of direct obligations of the U.S. Government or any other national government and futures and options with respect to such obligations;

(3) Purchases or sales of bank certificates of deposit, bankers acceptances, commercial paper and other high quality short-term debt instruments (having a maturity at issuance of less than 366 calendar days and rated in one of the two highest ratings categories by a nationally recognized statistical ratings organization, including repurchase agreements);

(4) Purchases which are made by reinvesting cash dividends including reinvestments pursuant to an Automatic Investment Plan;

(5) Purchases or sales of money market funds affiliated with Macquarie; and

(6) Transactions in Section 529 plans.

2. Compliance with Trading Restrictions

All Covered Persons and their Immediate Family Members are subject to certain trading restrictions on their personal investment activities.

a) All Covered Persons – Restrictions on Trading in Macquarie Group Limited Securities

Covered Persons who wish to trade Macquarie Group Limited (“MGL”) securities directly through the Macquarie Group Employee Retained Equity Plan (“MEREP”) or through a similar plan, must complete all trades during designated staff trading windows. Transactions in MGL securities must comply with all applicable MGL policies, including the MGL Trading Policy.

b) All Covered Persons – Seven (7) Calendar Day Blackout Period

All Covered Persons and their Immediate Family Members are prohibited from trading a security in their personal brokerage accounts for seven (7) calendar days before and after Macquarie executes a buy or sell transaction in that same security.

(1) De Minimus Exception

Covered Persons may request a de minimis exceptions of up to $5,000 USD per day of any security included in the relevant regional index such as the Russel 3000 Index.

c) Holding Periods:

All Covered Persons are prohibited from engaging in activities that could be considered “market timing” in violation of Rule 22c-1 of the 1940 Act and, therefore, subject to required holding periods.

(1) Access and Affiliated Persons – 60 Calendar Day General Holding Period

If you are categorized as an Access Person or Affiliated Person under this Standard, you are subject to a sixty (60) calendar days holding period for most personal securities transactions. Accordingly, Access and Affiliated Persons must hold all opening positions, including those in stock options, for a total period of sixty (60) calendar days before they can be closed at a profit.

(2) Investment Persons ONLY – 60 Calendar Day General Holding Period

Investment Persons are prohibited from engaging in short term trading in their personal investment accounts that results in a profit.  Accordingly, Investment Persons must hold all opening positions, including those in stock options, for a total period of sixty (60) calendar days before they can be closed at a profit.

Note: Investment Persons, Access and Affiliated Persons are permitted to close positions at any time at a loss of 20% or greater. The loss calculation will be based upon Last-In First-Out (LIFO).

(3) All Covered Persons – 60 Calendar Day Holding Period for Affiliated Mutual Funds

All Covered Persons must hold any newly opened positions in Affiliated Mutual Funds for sixty (60) calendar days before the position may be closed for a profit.

d) Restricted Securities

Macquarie maintains a list of certain restricted securities that may not be traded by Covered Persons (the “Restricted List”). You are generally prohibited from purchasing or selling any security on the Restricted List, except that this prohibition shall not apply to:

◾ Involuntary and/or automatic transactions;

◾ Transactions made in an approved Managed Account, provided that such transactions do not reflect a prohibited pattern of conduct; and

◾ Transactions for which specific approval has been granted due to unusual or unforeseen circumstances.

e) Initial Public Offerings/Private Placements

(1) Investment Persons

Investment Persons, Access and Affiliated Persons are prohibited from participating in initial public offerings and may only participate in a private placement with prior written permission. Additionally, an employee who purchased privately-placed securities prior to becoming subject to this Standard is required to disclose the purchases to the Compliance Department before they can participate in the consideration of an investment in the securities of that issuer or its affiliates for a Client account. In order to avoid a potential conflict of interest, any decision to invest in the issuer in question will be subject to an independent review by additional Investment Persons that do not have a personal interest in the issuer.

(2) Registered Representatives

All Covered Persons holding valid Financial Industry Regulatory Authority (FINRA) registrations are prohibited from participating in initial public offerings.

3. Pre-clearance of Political Contributions

All Covered Persons and their Immediate Family Members must submit a pre-clearance request and receive approval prior to making a political contribution. Examples of political contributions that would require pre-clearance and approval include, but are not limited to, donations of cash, stock, service or anything of value to a candidate for public office, a sitting public official, political party or a political action committee, whether at the local, state, and/or federal level. Please review Macquarie’s Pay-to-Play Policy for more information on applicable restrictions and reporting obligations for political contributions.

4. Obligation to Report Changes to Personal Information

You have an ongoing obligation to report any changes in your personal information that may impact your obligations under this Code. Examples include changes to your personal brokerage accounts (e.g., opening or closing an account), disclosures of new outside business activities for review and approval, and changes to your address, Immediate Family Members, or other personal information.

E. Your Obligations on a Quarterly Basis

1. Quarterly Report/Certification of Transactions

Within thirty (30) calendar days after each quarter’s end, all Covered Persons must report and certify their personal investment activity during the previous quarter. Please note that all Covered Persons are required to complete the quarterly certification each quarter, even if they did not complete any personal investment transactions during the quarter. Additionally, Covered Persons will be asked to review the list of brokerage accounts that they have previously disclosed and certify to its accuracy.

F. Your Obligations on an Annual Basis

1. Annual Certification of Holdings

All Access and Investment Persons are required to submit an annual report of all personal investment holdings in their personal brokerage accounts and the personal brokerage accounts of their Immediate Family Members. The report must contain information that is current as of a date no more than forty-five (45) calendar days prior to the date the report is submitted and must be submitted no later than forty-five (45) calendar days after year end.

2. Annual Code of Ethics Certification

At least annually, all Covered Persons must review this Code in its entirety and certify to their understanding and ongoing compliance with the Code.

III.FUND PERSON RESPONSIBILITIES

A. Fiduciary Duty

All Fund Persons have an obligation to conduct themselves in accordance with the general fiduciary principles outlined above. Specifically, you have a duty to place the interests of the applicable Fund ahead of your own interests at all times; you have a duty to attempt to avoid actual and potential conflicts of interest between your personal activities and the activities of the applicable Fund, as well as to avoid any activities that may give the appearance of creating a conflict of interest; and you must not take inappropriate advantage of your position.

B. Reporting and Certification Requirements

Fund Persons are not subject to the holdings disclosure requirements outlined above nor are they required to pre-clear all personal investment transactions prior to executing a transaction. Similarly, Fund Persons are only required to submit and certify quarterly transaction reports for any personal investment transactions where, at the time of the transaction, they knew, or in the ordinary course of fulfilling their

official duties should have known, that during the fifteen (15) calendar day period immediately before or after the date of the transaction, such Security was purchased or sold by an applicable Fund or Macquarie on behalf of the applicable Fund or was being considered for purchase or sale by an applicable Fund or Macquarie on behalf of the applicable Fund. Fund Persons are required to review the Code and certify to their ongoing compliance with the Code each year.

IV.REVIEW AND ENFORCEMENT OF THE CODE

A. Administration of the Code

The Code shall be administered by the Compliance Department and/or an appropriate management committee that shall include a majority of Compliance and/or Legal Department representatives. Where exceptions are granted to any provision of this Code, the rationale for such exceptions shall be documented.

B. Review of Employee Activity

Trading activity may be reviewed for patterns of trading that are inconsistent with the tenets of this Code. Excessive or inappropriate trading that interferes with job performance or compromises the duty that Macquarie owes to our Clients is not permitted. Patterns of excessive trading or other trading activity that is deemed to be inappropriate may lead to sanctions, including restrictions on future trading and/or other disciplinary action under the Code.

C. Sanctions for Non-Compliance with Code

Appropriate sanctions for a violation will include the nature and severity of the violation, the presence of any mitigating circumstances, and any previous violations that may have been committed by the Covered Person. Examples of possible sanctions include, but are not limited to, written warnings or reprimands, monetary penalties, trading freezes, suspension, and/or termination of employment.

D. Maintenance of Records

Macquarie will maintain all necessary books and records required to remain compliant with applicable laws and regulations. More information on specific record-keeping requirements and processes may be found in Macquarie’s record-keeping policies and procedures.

Glossary to the Code of Ethics

Access Person

The term “Access Person” means an officer or director, or employee of a registered investment adviser, or any other person identified as a "control person" on the Form ADV or the Form BD filed by the adviser with the US Securities and Exchange Commission, as well as any employee, (1) who, in connection with his or her regular functions or duties, generates, participates in, has access to or obtains information regarding that adviser's purchase or sale of a security by or on behalf of an advisory client; (2) whose regular functions or duties relate to the making of any recommendations with respect to such purchases or sales or has access to such recommendations that are non-public; (3) who obtains or has access to information or exercises influence concerning investment recommendations made to an advisory client of that adviser; (4) who has line oversight or management responsibilities over employees described in (1), (2) or (3) above; or (5) who has access to non-public information regarding any advisory clients’ purchase or sale of securities, or non-public information regarding the portfolio holdings of any fund for which an adviser serves as investment adviser or any fund whose investment adviser or principal underwriter controls, is controlled by, or is under common control with Macquarie.

Affiliated Mutual Fund

The term “Affiliated Mutual Fund” refers to open-end (non-money market) mutual funds to which Macquarie provides advisory services are considered to be “Affiliated Mutual Funds” and require pre-clearance and approval prior to execution of a personal investment transaction. A list of Macquarie’s Affiliated Mutual Funds can be found in Appendix F of the Code.

Affiliated Person

The term “Affiliated Person” means any officer, director, partner, or employee of a Macquarie Fund or any subsidiary of Macquarie Management Holdings, Inc. and any other person so designated by the Compliance Department.

Applicable Federal Securities Laws

For the purposes of the Code, the term “Applicable Federal Securities Laws” refers to any and all federal securities laws or regulations that may be applicable, including, but not limited to, the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934 (the “Exchange Act”), the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, as amended (the “1940 Act”), the Investment Advisers Act of 1940, as amended (the “Advisers Act”), Title V of Gramm-Leach-Bliley Act, any rules adopted by the U.S. Securities and Exchange Commission (the “SEC”) under any of these statutes, and the Bank Secrecy Act as it applies to funds and investment advisers and any rules adopted thereunder by the SEC or Department of the Treasury.

Approved Broker

The term “Approved Broker” refers to a broker-dealer that is included on Macquarie’s “Approved Broker List.” Effective September 1, 2013, all new brokerage accounts opened by a Covered Person or their Immediate Family Member must be opened with a broker-dealer that can provide Macquarie with trade confirmations and other information about employee personal trading activity electronically. This list will be updated from time-to-time to reflect changing business relationships.

Client

The term “Client” refers to Macquarie’s investment advisory clients, including the registered investment companies, institutional investment clients, personal trusts and estates, guardianships, employee benefit trusts, and other clients that Macquarie serves.

Compliance Department

The term “Compliance Department” refers to the Macquarie Compliance Department.

Covered Person

The term “Covered Person” means a person subject to the provisions of this Code. This includes Macquarie’s employees and their Immediate Family Members, such as spouses and minor children, as well as other persons designated as Covered Persons by the Compliance Department or the Code of Ethics Committee. Such persons may include some or all of the directors, officers, trustees, and employees under the control of Macquarie or its affiliated entities.

Fund Person

Any directors, trustees and fund-only personnel associated with the Delaware Funds by Macquarie and/or the Optimum Fund Trust.  Fund-only personnel are considered to be those who are not employed by Macquarie or otherwise considered a Covered Person but provide services to the Funds.

Immediate Family Member

The term “Immediate Family Member” means any family member residing in the same household as a Covered Person under this Code. This includes the Covered Person’s spouse, parents and grandparents, children and grandchildren, brothers and sisters, mother-in-law and father-in-law, brothers-in-law and sisters-in-law, daughters-in-law and sons-in-law. Adopted, half, and step family members are also included in the definition of Immediate Family Member. Please see Appendix B for further explanation and examples of who is considered an Immediate Family Member under the Code.

Investment Person

The term “Investment Person” means a portfolio manager who, in connection with his/her regular functions or duties, makes, or participates in the making of, investment decisions affecting an investment company, and any control person who obtains information concerning the recommendation of securities for purchase or sale by a fund or an account.  Any staff working in a support role to a portfolio manager, including, but not limited to, analysts and administrative assistants, are also considered to be Investment Persons. All Investment Persons are also considered Access Persons by definition.

Managed Account

The term “Managed Account” refers to an account over which neither you nor an Immediate Family Member (a) exercises investment discretion, (b) receives notice of transactions prior to execution, and/or (c) otherwise has direct or indirect influence or control. All Covered Persons must request and received approval from the Compliance Department in order to maintain a Managed Account.

Outside Business Activity

The term “Outside Business Activity” means any full-time or part-time service as an officer, director, partner, manager, consultant or employee of any business organization or non-profit organization other than Macquarie. A Covered Person who engages in such service, whether or not s/he receives compensation for doing so, will be considered to be participating in an Outside Business Activity and must disclose such service to the Compliance Department and receive approval for same.

Required Holdings Information

Certain information regarding your personal securities holdings is required to be reported. Such reports must include the date and nature of the transaction, identify the security transacted, the price at which the transaction was effected, the broker through which the transaction was effected and the date in which the Access or Investment Person submitted the report.

COVER

Stradley, Ronon, Stevens & Young, LLP

2005 Market Street, Suite 2600

Philadelphia, Pennsylvania 19103-7018

(215) 564-8000

August 12, 2021

VIA EDGAR TRANSMISSION

Filing Desk

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC  20549

Attention: Jaea Hahn

RE:	Delaware Investments National Municipal Income Fund (the “Registrant”)
	File No. 811-07410

Dear Ms. Hahn:

On behalf of the Registrant, attached herewith for filing pursuant to the provisions of the Securities Act of 1933 (the “1933 Act”) is the electronic version of the Registrant’s Registration Statement on Form N-14 (the “Registration Statement”) which contains a Prospectus/Proxy Statement and related statement of additional information (“SAI”) to accomplish the proposed reorganizations of the Delaware Investments Colorado Municipal Income Fund, Inc. (the “Colorado Fund”) and Delaware Investments Minnesota Municipal Income Fund II, Inc. (the “Minnesota Fund”) with and into the Registrant (the “Acquiring Fund”).

This Registration Statement is being filed to register Common Shares of the Registrant that will be issued to shareholders of the Colorado Fund and Minnesota Fund (each, an “Acquired Fund”) in connection with the transfer of substantially all of the assets of such Acquired Fund to the corresponding Acquiring Fund, pursuant to an Agreement and Plan of Acquisition, which is included in the Registration Statement. The Agreement and Plan of Acquisition is being submitted to a vote of the shareholders of each Acquired Fund at a special shareholders meeting currently scheduled to be held on October 11, 2021.

The calculation of the registration fee is provided on the Registration Statement facing sheet and the amount shown thereon has been wired to the U.S. Securities and Exchange Commission.

If you have any questions or comments regarding this filing, please call me at (215) 564-8071 or Mena Ryley Larmour at (215) 564-8014.

Very truly yours,

/s/ Taylor Brody

Taylor Brody

cc:	Kate Williams
	Macquarie Investment Management
	Mena Ryley Larmour
	Bruce G. Leto