-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UkiqTeieMeM/ME4cMYMvd49hzCEGUhH9Il7VE/y+c8u8EF4YvnkJpqZb4sUkCGVf 7ch5urV1R4XN+u0uCiOPxw== 0001137439-07-000025.txt : 20070103 0001137439-07-000025.hdr.sgml : 20070101 20070103162110 ACCESSION NUMBER: 0001137439-07-000025 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 20070103 DATE AS OF CHANGE: 20070103 EFFECTIVENESS DATE: 20070103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELAWARE INVESTMENTS MUNICIPAL TRUST CENTRAL INDEX KEY: 0000879342 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-42827 FILM NUMBER: 07504842 BUSINESS ADDRESS: STREET 1: ONE COMMERCE SQUARE STREET 2: 2005 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: (215) 255-2127 MAIL ADDRESS: STREET 1: ONE COMMERCE SQUARE STREET 2: 2005 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19103 FORMER COMPANY: FORMER CONFORMED NAME: VOYAGEUR INVESTMENT TRUST DATE OF NAME CHANGE: 19921215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELAWARE INVESTMENTS MUNICIPAL TRUST CENTRAL INDEX KEY: 0000879342 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-06411 FILM NUMBER: 07504843 BUSINESS ADDRESS: STREET 1: ONE COMMERCE SQUARE STREET 2: 2005 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: (215) 255-2127 MAIL ADDRESS: STREET 1: ONE COMMERCE SQUARE STREET 2: 2005 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19103 FORMER COMPANY: FORMER CONFORMED NAME: VOYAGEUR INVESTMENT TRUST DATE OF NAME CHANGE: 19921215 0000879342 S000002409 DELAWARE TAX-FREE FLORIDA INSURED FUND C000006401 DELAWARE TAX-FREE FLORIDA INSURED FUND CLASS A VFLIX C000006402 DELAWARE TAX-FREE FLORIDA INSURED FUND CLASS B DVDBX C000034367 DELAWARE TAX-FREE FLORIDA INSURED FUND CLASS C 485BPOS 1 dimtfacingsheetandpartc.htm 

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM N-1A

                                                              File No. 033-42827
                                                              File No. 811-06411

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                      /X/

         Pre-Effective Amendment No.                                         / /
                                                  ---------
         Post-Effective Amendment No.                27                      /X/
                                                  ---------

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940              /X/

         Amendment No.                               27
                                                  ---------


                      DELAWARE INVESTMENTS MUNICIPAL TRUST
- --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

            2005 Market Street, Philadelphia, Pennsylvania 19103-7094
- --------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code:               (800) 523-1918

     David F. Connor, Esq., 2005 Market Street, Philadelphia, PA 19103-7094
- --------------------------------------------------------------------------------
                     (Name and Address of Agent for Service)

Approximate Date of Public Offering:                             January 3, 2007

It is proposed that this filing will become effective:
    /X/     immediately upon filing pursuant to paragraph (b)
- -----------
    / /     on (date) pursuant to paragraph (b)
- -----------
    / /     60 days after filing pursuant to paragraph (a) (1)
- -----------
    / /     on (date) pursuant to paragraph (a)(1)
- -----------
    / /     75 days after filing pursuant to paragraph (a) (2)
- -----------
    / /     on (date) pursuant to paragraph (a)(2) of Rule 485.
- -----------

If appropriate:
   / /         This post-effective amendment designates a new effective date for
               a previously filed post-effective amendment.





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


This Post-Effective Amendment No. 27 to Registration File No. 033-42827 includes
the following:


         1.       Facing Page

         2.       Contents Page

         3.       Part A - Prospectus (1)

         4.       Part B - Statement of Additional Information (1)

         5.       Part C - Other Information (2)

         6.       Signatures

         7.       Exhibits

This  Post-Effective  Amendment  relates  to the  Class A, B and C shares of the
Registrant's one series, Delaware Tax-Free Florida Insured Fund.

          (1)  The   Registrant's   Prospectus   and   Statement  of  Additional
               Information are incorporated into this filing by reference to the
               electronic  filing  of  Post-Effective  Amendment  No.  32 to the
               Registration  Statement  on Form N-1A of Voyageur  Mutual  Funds,
               File No. 033-63238, filed January 3, 2007.

          (2)  Items 26 and 27 to Part C are  incorporated  into this  filing by
               reference to the electronic  filing of  Post-Effective  Amendment
               No. 32 to the  Registration  Statement  on Form N-1A of  Voyageur
               Mutual Funds, File No. 033-63238, filed January 3, 2007.





                                     PART C

                                OTHER INFORMATION


Item 23.  Exhibits.  The following exhibits are incorporated by reference to the
          Registrant's  previously filed documents  indicated  below,  except as
          noted:

          (a)  Articles of Incorporation.

               (1)  Executed  Agreement  and  Declaration  of Trust  (August 19,
                    2004)   incorporated   into  this  filing  by  reference  to
                    Post-Effective Amendment No. 26 filed December 29, 2005.

               (2)  Executed Certificate of Trust (August 19, 2004) incorporated
                    into this filing by  reference to  Post-Effective  Amendment
                    No. 26 filed December 29, 2005.

          (b)  By-Laws. Amended and Restated By-Laws (May 19, 2005) incorporated
               into this filing by reference to Post-Effective  Amendment No. 26
               filed December 29, 2005.

          (c)  Instruments Defining Rights of Security Holders.

               (1)  Agreement  and  Declaration  of  Trust.  Article  V  of  the
                    Agreement  and   Declaration  of  Trust  (August  19,  2004)
                    incorporated into this filing by reference to Post-Effective
                    Amendment No. 26 filed December 29, 2005.

               (2)  By-Laws. Article II of the Amended and Restated By-Laws (May
                    19,  2005)  incorporated  into this filing by  reference  to
                    Post-Effective Amendment No. 26 filed December 29, 2005.

          (d)  Investment  Advisory Contracts.  Executed  Investment  Management
               Agreement (October 31, 2005) between Delaware  Management Company
               (a  series  of  Delaware   Management  Business  Trust)  and  the
               Registrant   incorporated   into  this  filing  by  reference  to
               Post-Effective Amendment No. 26 filed December 29, 2005.

          (e)  Underwriter Contracts.

               (1)  Distribution Agreements.

                    (i)  Executed  Distribution  Agreement  (October  31,  2005)
                         between Delaware Distributors,  L.P. and the Registrant
                         on behalf of the Fund  incorporated into this filing by
                         reference  to  Post-Effective  Amendment  No.  25 filed
                         October 31, 2005.

                    (ii) Form  of   Third   Amended   and   Restated   Financial
                         Intermediary  Distribution  Agreement  between  Lincoln
                         Financial Distributors, Inc. and Delaware Distributors,
                         L.P.  on behalf of the  Registrant  attached as Exhibit
                         No. EX-99.e.1.ii.

               (2)  Dealer's  Agreement  (January 2001)  incorporated  into this
                    filing by reference to Post-Effective Amendment No. 22 filed
                    November 18, 2002.

               (3)  Vision  Mutual  Fund  Gateway(R)Agreement   (November  2000)
                    incorporated into this filing by reference to Post-Effective
                    Amendment No. 22 filed November 18, 2002.

               (4)  Registered  Investment  Advisers  Agreement  (January  2001)
                    incorporated into this filing by reference to Post-Effective
                    Amendment No. 22 filed November 18, 2002.

               (5)  Bank/Trust  Agreement  (August 2004)  incorporated into this
                    filing by reference to Post-Effective Amendment No. 24 filed
                    December 3, 2004.

          (f)  Bonus or Profit Sharing Contracts. Not applicable.

          (g)  Custodian Agreements.

               (1)  Amended  and  Restated  Mutual  Fund  Custody  and  Services
                    Agreement (May 16, 2002) between  Mellon Bank,  N.A. and the
                    Registrant  incorporated  into this filing by  reference  to
                    Post-Effective Amendment No. 22 filed November 18, 2002.

               (2)  Executed  Amendment  (November  28, 2003) to the Amended and
                    Restated   Mutual  Fund  Custody  and   Services   Agreement
                    incorporated into this filing by reference to Post-Effective
                    Amendment No. 24 filed December 3, 2004.

               (3)  Executed  Amendment  (October  31,  2005) to the Amended and
                    Restated   Mutual  Fund  Custody  and   Services   Agreement
                    incorporated into this filing by reference to Post-Effective
                    Amendment No. 25 filed October 31, 2005.

          (h)  Other Material Contracts.

               (1)  Executed  Shareholder  Services Agreement (October 31, 2005)
                    between Delaware Service Company, Inc. and the Registrant on
                    behalf  of  the  Fund   incorporated  into  this  filing  by
                    reference to  Post-Effective  Amendment No. 25 filed October
                    31, 2005.

                    (i)  Executed   Schedule  B   (December   1,  2006)  to  the
                         Shareholder  Services Agreement attached as Exhibit No.
                         EX-99.h.1.i.

               (2)  Executed Fund Accounting Agreement (August 19, 1996) between
                    Delaware Service Company,  Inc. and the Registrant on behalf
                    of the Fund  incorporated  into this filing by  reference to
                    Post-Effective Amendment No. 13 filed August 28, 1997.

                    (i)  Executed Amendment No. 31 (August 31, 2006) to Schedule
                         A to the  Delaware  Investments  Family  of Funds  Fund
                         Accounting    Agreement   attached   as   Exhibit   No.
                         EX-99.h.2.i.

               (3)  Form  of  Investment   Advisory  Expense  Limitation  Letter
                    (December  2006)  between  Delaware  Management  Company  (a
                    series  of   Delaware   Management   Business   Trust)   and
                    Registrant,  on behalf of the Fund  attached  as Exhibit No.
                    EX-99.h.3.

          (i)  Legal Opinion. Opinion and Consent of Counsel (December 28, 2005)
               incorporated  into this  filing by  reference  to  Post-Effective
               Amendment No. 26 filed December 29, 2005.

          (j)  Other  Opinions.   Consent  of  Independent   Registered   Public
               Accounting  Firm  (January  2,  2007)  attached  as  Exhibit  No.
               EX-99.j.

          (k)  Omitted Financial Statements. Not applicable.

          (l)  Initial   Capital   Agreements.   Letter  of  Investment   Intent
               incorporated  into this  filing  by  reference  to  Pre-Effective
               Amendment No. 1 filed on November 22, 1992.

          (m)  Rule 12b-Plans. Plans under Rule 12b-1 (April 19, 2001) for Class
               A, B and C Shares  incorporated  into this filing by reference to
               Post-Effective Amendment No. 21 filed October 31, 2001.

          (n)  Rule 18f-3 Plan. Plan under Rule 18f-3 (May 1, 2003) incorporated
               into this filing by reference to Post-Effective  Amendment No. 23
               filed October 31, 2003.

          (o)  Reserved.

          (p)  Codes of Ethics.

               (1)  Code of Ethics for the Delaware  Investments Family of Funds
                    (February 2006) attached as Exhibit No. EX-99.p.1.

               (2)  Code of Ethics for Delaware Investments (Delaware Management
                    Company, a series of Delaware Management Business Trust, and
                    Delaware  Distributors,  L.P.)  (February  2006) attached as
                    Exhibit No. EX-99.p.2.

               (3)  Code of Ethics  for  Lincoln  Financial  Distributors,  Inc.
                    (December 2005) attached as Exhibit No. EX-99.p.3.

          (q)  Other. Powers of Attorney (November 15, 2006) attached as Exhibit
               No. EX-99.q.

Item 24.  Persons Controlled by or Under Common Control with Registrant.  None.

Item 25.  Indemnification.   Article VI of the Amended and Restated By-Laws (May
          19, 2005) incorporated into this filing by reference to Post-Effective
          Amendment No. 26 filed December 29, 2005.

Item 26.  Business  and  Other  Connections of Investment Adviser.  Incorporated
          into this filing by reference to  Post-Effective  Amendment  No. 32 to
          the Registration Statement on Form N-1A of Voyageur Mutual Funds, File
          No. 033-63238, filed January 3, 2007.

Item 27.  Principal Underwriters.  Incorporated into this filing by reference to
          Post-Effective  Amendment No. 32 to the Registration Statement on Form
          N-1A of Voyageur Mutual Funds,  File No.  033-63238,  filed January 3,
          2007.

Item 28.  Location  of  Accounts and Records.  All accounts and records required
          to be  maintained by Section 31 (a) of the  Investment  Company Act of
          1940 and the rules under that  section are  maintained  at 2005 Market
          Street,  Philadelphia,  PA  19103-7094  and 430 W. 7th Street,  Kansas
          City, MO 64105.

Item 29.  Management Services.  None.

Item 30.  Undertakings.  Not applicable.





                                   SIGNATURES

Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company  Act  of  1940,  the  Registrant  certifies  that  it  meets  all of the
requirements for effectiveness of this Registration  Statement under Rule 485(b)
under the Securities Act of 1933 and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of  Philadelphia  and  Commonwealth  of  Pennsylvania  on  this  3rd day of
January, 2007.

                                DELAWARE INVESTMENTS MUNICIPAL TRUST


                                By:           /s/ Patrick P. Coyne
                                                 Patrick P. Coyne
                                      Chairman/President/Chief Executive Officer

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates indicated:

Signature                    Title                             Date
- ---------------------------- --------------------------------- -----------------

/s/ Patrick P. Coyne         Chairman/President/Chief            January 3, 2007
Patrick P. Coyne             Executive Officer (Principal
                             Executive Officer) and Trustee

Thomas L. Bennett      *     Trustee                             January 3, 2007
Thomas L. Bennett

John A. Fry            *     Trustee                             January 3, 2007
John A. Fry

Anthony D. Knerr       *     Trustee                             January 3, 2007
Anthony D. Knerr

Lucinda S. Landreth    *     Trustee                             January 3, 2007
Lucinda S. Landreth

Ann R. Leven           *     Trustee                             January 3, 2007
Ann R. Leven

Thomas F. Madison      *     Trustee                             January 3, 2007
Thomas F. Madison

Janet L. Yeomans       *     Trustee                             January 3, 2007
Janet L. Yeomans

J. Richard Zecher      *     Trustee                             January 3, 2007
J. Richard Zecher

Richard  Salus         *     Senior Vice President/Chief         January 3, 2007
Richard  Salus               Financial Officer (Principal
                             Financial Officer)

                            *By: /s/ Patrick P. Coyne
                                Patrick P. Coyne
                             as Attorney-in-Fact for
                          each of the persons indicated
                 (Pursuant to Powers of Attorney filed herewith)





                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549






                                    EXHIBITS
                                       TO
                                    FORM N-1A





             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933





                                INDEX TO EXHIBITS
                     (Delaware Investments Municipal Trust)

Exhibit No.     Exhibit
- --------------- -----------------------------------------------------------------
EX-99.e.1.ii    Form of Third Amended and Restated Financial Intermediary
                Distribution Agreement between Lincoln Financial Distributors,
                Inc. and Delaware Distributors, L.P. on behalf of the Registrant

EX-99.h.1.i     Executed Schedule B (December 1, 2006) to the Shareholder
                Services Agreement

EX-99.h.2.i.    Executed Amendment No. 31 (August 31, 2006) to Schedule A to
                the Delaware Investments Family of Funds Fund Accounting
                Agreement

EX-99.h.3       Form of Investment Advisory Expense Limitation Letter (December
                2006) between Delaware Management Company (a series of Delaware
                Management Business Trust) and Registrant, on behalf of the Fund

EX-99.j         Consent of Independent Registered Public Accounting Firm
                (January  2,  2007)

EX-99.p.1       Code of Ethics for the Delaware Investments Family of Funds
                (February 2006)

EX-99.p.2       Code of Ethics for Delaware Investments (Delaware Management
                Company, a series of Delaware Management Business Trust, and
                Delaware Distributors, L.P.) (February 2006)

EX-99.p.3       Code of Ethics for Lincoln Financial Distributors, Inc.
                (December 2005)

EX-99.q         Powers of Attorney (November 15, 2006)
EX-99.E 2 ex99e1ii.htm Exhibit No. EX-99.e.1.ii 
                                                        Exhibit No. EX-99.e.1.ii


                           THIRD AMENDED AND RESTATED
                             FINANCIAL INTERMEDIARY
                             DISTRIBUTION AGREEMENT


     Third Amended and Restated Financial  Intermediary  Distribution  Agreement
(the  "Agreement")  effective  as of the 1st of  January,  2007,  by and between
DELAWARE DISTRIBUTORS,  L.P. ("DDLP"), Delaware limited partnership, and LINCOLN
FINANCIAL DISTRIBUTORS, INC. ("LFD"), a Connecticut corporation.

                                   WITNESSETH

     WHEREAS, DDLP serves as the distributor of a number of investment companies
(individually a "Fund" and, collectively, the "Funds" as listed on Appendix A as
such Appendix may be amended from time to time)  registered under the Investment
Company Act of 1940,  as amended  (the "1940  Act"),  pursuant  to  distribution
agreements between each Fund and DDLP;

     WHEREAS, pursuant to the aforementioned  distribution agreements, each Fund
has engaged DDLP to promote the  distribution  of its shares and, in  connection
therewith and as agent for the Fund and not as principal, to advertise, promote,
offer and sell the Fund's shares to the public;

     WHEREAS,  DDLP  has  previously  entered  into  a  Financial   Intermediary
Distribution  Agreement  with LFD, as amended  (the  "Intermediary  Agreement"),
pursuant  to which  LFD:  (i)  promotes  the sale of the Funds'  shares  through
broker/dealers,   financial   advisers   and  other   financial   intermediaries
(collectively "Financial Intermediaries");  (ii) creates messaging and packaging
for certain  non-regulatory  sales and marketing materials related to the Funds;
and (iii) produces such non-regulatory  sales and marketing materials related to
the Funds; and

     WHEREAS, DDLP and LFD desire to revise certain terms under the Intermediary
Agreement and intend that this Agreement shall amend and restate in its entirety
the Intermediary Agreement.

     NOW, THEREFORE,  the parties hereto,  intending to be legally bound hereby,
agree as follows:

1.   DDLP hereby engages LFD to promote the sale of shares of each Fund and each
     investment  portfolio  thereof listed in Appendix A hereto (as revised from
     time to time) through Financial  Intermediaries,  and to create and produce
     non-regulatory  sales and marketing  materials  related to the Funds as set
     forth herein.

2.   LFD agrees to use its best efforts to promote the sale of the Funds' shares
     designated by DDLP to retail  investors  through  Financial  Intermediaries
     wherever  their  sale is legal,  in such  places  and in such  manner,  not
     inconsistent  with the law and the  provisions  of this  Agreement  and the
     Funds' Registration  Statements under the Securities Act of 1933, including
     the  Prospectuses  and  Statements  of  Additional   Information  contained
     therein.

3.   LFD  represents  and  warrants  that it is,  and shall  remain at all times
     during the  effectiveness  of this Agreement,  a  broker/dealer  registered
     under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
     and qualified under applicable  state securities laws in each  jurisdiction
     in which LFD may be required to be qualified to act as a  broker/dealer  in
     securities,  and a member in good standing of the National  Association  of
     Securities Dealers, Inc. (the "NASD"). DDLP represents and warrants that it
     is,  and  shall  remain  at all  times  during  the  effectiveness  of this
     Agreement, a broker/dealer  registered under the Exchange Act and qualified
     under applicable  state securities laws in each  jurisdiction in which DDLP
     may be required





     to be qualified to act as a  broker/dealer  in securities,  and a member in
     good standing of the NASD.

     4.   DDLP will provide LFD with:

          (a)  copies of the current  Prospectuses  and Statements of Additional
               Information for each Fund, including all supplements thereto;

          (b)  copies of each Fund's periodic reports to shareholders as soon as
               reasonably  practicable after DDLP receives such reports from the
               Fund;

          (c)  technical language, data, and product content, and determinations
               concerning product  positioning  recommendations  and sales ideas
               with respect to the Funds;

          (d)  Fund-related  materials  prepared  by  DDLP  and  designated  for
               internal   use  only   (subject  to  the  terms  and   conditions
               established from time to time by DDLP); and

          (e)  prompt  notice of the  issuance by the  Securities  and  Exchange
               Commission   (the  "SEC")  of  any  stop  order   suspending  the
               effectiveness of the  Registration  Statement of any Fund, or the
               initiation of any proceedings for that purpose.

5.   LFD shall create and produce non-regulatory, non-shareholder materials for,
     about,  or related  to,  the Funds  ("Advertising  Materials").  DDLP shall
     provide  product  information  to LFD,  including  information  related  to
     product  descriptions,  strategic  positioning and product management.  LFD
     shall use such information when developing the creative messaging, look and
     feel,  layout and  packaging of the  advertising  materials.  LFD agrees to
     submit to DDLP,  prior to its use,  the form of any  Advertising  Materials
     prepared by LFD and  proposed to be generally  disseminated  by or for LFD,
     all Advertising  Materials  prepared by LFD and proposed to be used by LFD,
     and all Advertising Materials prepared by or for LFD for such dissemination
     or for use by others in connection with the sale of the Funds' shares.  LFD
     also agrees that LFD will file or submit such Advertising  Materials to the
     NASD,  SEC  or  other  regulatory  agency  as  from  time  to  time  may be
     appropriate, considering practices then current in the industry. LFD agrees
     not to use or to permit others to use such  Advertising  Materials  without
     the  prior  written  consent  of DDLP if any  regulatory  agency  expresses
     objection thereto or if DDLP delivers to LFD a written  objection  thereto.
     LFD  shall  not be  responsible  for or  authorized  to  prepare  materials
     relating   to  the  Funds  for  the   purpose  of   satisfying   regulatory
     requirements, including, but not limited to, Prospectuses and Statements of
     Additional Information and periodic shareholder reports. DDLP and LFD agree
     to work  together in good faith to resolve any  disagreements  between DDLP
     and LFD about or objections by DDLP to  Advertising  Materials  prepared by
     LFD.

6.   The  responsibility  of LFD hereunder  shall be limited to the promotion of
     sales  of the  Funds'  shares  through  Financial  Intermediaries,  and the
     creation and production of  non-regulatory  sales and marketing  materials.
     The  parties  hereto  acknowledge  that DDLP will also be  responsible  for
     supporting due diligence activities as they relate to product placements on
     platforms of Lincoln Financial  Group's key accounts.  LFD is not empowered
     to approve  orders for sales of the Funds' shares or to accept  payment for
     such orders.  Sales of a Fund's  shares shall be deemed to be made when and
     where accepted by the Fund's transfer agent on behalf of the Fund.

7.   In  consideration  for the services  provided by LFD under this  Agreement,
     DDLP  shall  pay LFD the  compensation  set  forth  on  Schedule  A to this
     Agreement.

8.   With respect to the  apportionment of costs between DDLP and LFD associated
     with activities with which both are concerned, the following will apply:

          (a)  DDLP will pay the costs  incurred in printing and mailing  copies
               of Fund  Prospectuses  and  shareholder  reports  to  prospective
               investors;

          (b)  DDLP  will  pay  the  costs  of any  additional  copies  of  Fund
               financial and other reports and other Fund literature supplied to
               DDLP by the Fund for sales promotion purposes;


                                        2


          (c)  DDLP will bear the  expense  of the  Advertising  Materials  that
               relate exclusively to the Funds;

          (d)  DDLP and LFD will  jointly  bear the expense of  advertising  and
               promotional  activities and materials  relating both to the Funds
               and to the other products  distributed by LFD, the  apportionment
               of such  expenses  to be agreed upon by DDLP and LFD from time to
               time; and

          (e)  The parties  will agree to  apportion  other  costs and  expenses
               between  DDLP and LFD as  necessary  and as mutually  agreed from
               time to time.

9.   Both  DDLP  and LFD may  engage  in other  business,  provided  such  other
     business does not interfere  with the  performance by DDLP and LFD of their
     respective obligations under this Agreement.

10.  DDLP agrees to indemnify, defend and hold LFD harmless from and against any
     and all losses,  damages, or liabilities to which LFD may become subject by
     reason of DDLP's willful misfeasance, bad faith, or gross negligence in the
     performance  of its duties under this  Agreement.  LFD agrees to indemnify,
     defend and hold DDLP harmless from and against any and all losses, damages,
     or  liabilities to which DDLP may become subject by reason of LFD's willful
     misfeasance,  bad faith,  or gross  negligence  in the  performance  of its
     duties under this Agreement.

11.  Copies of financial reports,  Registration Statements and Prospectuses,  as
     well  as  demands,  notices,   requests,   consents,   waivers,  and  other
     communications in writing which it may be necessary or desirable for either
     party  to  deliver  or  furnish  to the  other  will be duly  delivered  or
     furnished, if delivered to such party at 2005 Market Street,  Philadelphia,
     Pennsylvania  19103-7094,  or at  such  other  address  as  DDLP or LFD may
     designate in writing and furnish to the other.

12.  This Agreement  shall not be assigned,  as that term is defined in the 1940
     Act, by LFD and shall terminate automatically in the event of its attempted
     assignment by LFD. This Agreement will automatically terminate with respect
     to a Fund upon the termination of the distribution  agreement  between DDLP
     and the Fund. This Agreement will  automatically  terminate with respect to
     all Funds in the event  that LFD  ceases to be a  broker/dealer  registered
     under the Exchange Act or a member in good standing of the NASD.  Except as
     specifically  provided  in  the  indemnification   provision  contained  in
     Paragraph 10 herein,  this  Agreement  and all  conditions  and  provisions
     hereof are for the sole and  exclusive  benefit of the  parties  hereto and
     their  legal  successors  and no  express  or  implied  provision  of  this
     Agreement  is intended or shall be  construed to give any person other than
     the parties hereto and their legal successors any legal or equitable right,
     remedy or claim  under or in respect of this  Agreement  or any  provisions
     herein contained.

13.  (a)  This  Agreement  shall  remain in force  with  respect to a Fund for a
          period  of two  years  from the  date  hereof  and  from  year to year
          thereafter,  but  only so long as  such  continuance  is  specifically
          approved at least annually by the Board of  Directors/Trustees  of the
          Fund or by vote of a majority of the outstanding  voting securities of
          the Fund and only if the  terms  and the  renewal  thereof  have  been
          approved  by the vote of a majority of the  Directors/Trustees  of the
          Fund who are not  parties  hereto or  interested  persons  of any such
          party, cast in person at a meeting called for the purpose of voting on
          such approval.


                                       3


     (b)  LFD may  terminate  this  Agreement at any time by giving DDLP written
          notice of its intention to terminate  the Agreement at the  expiration
          of three  months from the date of delivery of such  written  notice of
          intention to DDLP.

     (c)  DDLP may  terminate  this  Agreement  at any time upon  prior  written
          notice to LFD of its  intention to so terminate at the  expiration  of
          three months from the date of the  delivery of such written  notice to
          LFD.

     (d)  The Board of Directors/Trustees of a Fund may terminate this Agreement
          with respect to the Fund at any time upon prior written notice to DDLP
          and/or LFD of its intention to so terminate at the expiration of three
          months from the date of delivery of such written notice to DDLP and/or
          LFD.

14.  The validity,  interpretation  and  construction of this Agreement,  and of
     each part  hereof,  will be  governed  by the laws of the  Commonwealth  of
     Pennsylvania.

15.  In the event any  provision of this  Agreement is  determined to be void or
     unenforceable,  such  determination  shall not affect the  remainder of the
     Agreement, which shall continue to be in force.


DELAWARE DISTRIBUTORS, L.P.                  LINCOLN FINANCIAL DISTRIBUTORS,
By:      DELAWARE DISTRIBUTORS, INC.,        INC.
         General Partner


By:                                          By:
Name:                                        Name:
Title:                                       Title:


                                       4


                                   SCHEDULE A
                                       to
                           THIRD AMENDED AND RESTATED
                  FINANCIAL INTERMEDIARY DISTRIBUTION AGREEMENT

The fees payable by DDLP to LFD under this  Schedule A shall be  calculated  and
paid monthly  with respect to the sales of retail  shares of the Funds listed on
Appendix A.

     DDLP shall pay LFD for the actual  expenses  incurred by LFD in  performing
     its duties under this  Agreement as determined by DDLP's  monthly review of
     information  retrieved from Lincoln  Financial Group's  applicable  expense
     management system.  Based on this review, DDLP may request that LFD provide
     additional   information  describing  its  expenses  in  detail  reasonably
     acceptable to DDLP. Additionally, the parties shall agree from time to time
     to a mechanism to monitor LFD's expenses.

     For purposes of this  Agreement,  "detail  reasonably  acceptable  to DDLP"
     shall mean a level of detail that  enables DDLP to  determine,  among other
     things: (i) the direct wholesaling, sales, marketing and other expenses for
     all distribution  channels incurred by LFD on behalf of DDLP for the Funds;
     and (ii) the actual  overhead and other non-100%  direct  expenses that LFD
     incurred  that  were  allocated  to DDLP  based  on  direct  sales of Funds
     attributable  to LFD,  as well as the  basis  for the  methodology  used in
     making such allocation.

     If LFD fails to provide DDLP with information  describing LFD's expenses in
     detail reasonably  acceptable to DDLP, DDLP shall have no obligation to pay
     LFD any fees hereunder until such time as LFD provides such  information in
     detail  reasonably  acceptable to DDLP. No interest on LFD's expenses shall
     be due to LFD for any period prior to DDLP's receipt of expense information
     containing detail reasonably acceptable detail to DDLP.


                                       5


                                   APPENDIX A
                                       to
                           THIRD AMENDED AND RESTATED
                  FINANCIAL INTERMEDIARY DISTRIBUTION AGREEMENT

Delaware Group Adviser Funds                     Delaware Group State Tax-Free Income Trust
     Delaware Diversified Income Fund                 Delaware Tax-Free Pennsylvania Fund
     Delaware U.S. Growth Fund
                                                 Delaware Group Tax-Free Fund
Delaware Group Cash Reserve                           Delaware Tax-Free USA Fund
     Delaware Cash Reserve Fund                       Delaware Tax-Free USA Intermediate

Delaware Group Equity Funds I                    Delaware Group Tax-Free Money Fund
     Delaware Balanced Fund                           Delaware Tax-Free Money Fund

Delaware Group Equity Funds II                   Delaware Group Global & International Funds
     Delaware Large Cap Value Fund                    Delaware Emerging Markets Fund
     Delaware Value Fund                              Delaware Global Value Fund
                                                      Delaware International Value Equity Fund
Delaware Group Equity Funds III
     Delaware American Services Fund             Delaware Pooled Trust
     Delaware Small Cap Growth Fund                   The Real Estate Investment Trust Portfolio I
     Delaware Trend Fund
                                                 Voyageur Insured Funds
Delaware Group Equity Funds IV                        Delaware Tax-Free Minnesota Insured Fund
     Delaware Large Cap Growth Fund                   Delaware Tax-Free Arizona Fund
     Delaware Growth Opportunities Fund
                                                 Delaware Investments Municipal Trust
Delaware Group Equity Funds V                         Delaware Tax-Free Florida Insured Fund
     Delaware Dividend Income Fund
     Delaware Small Cap Core Fund                Voyageur Intermediate Tax-Free Funds
     Delaware Small Cap Value Fund                    Delaware Tax-Free Minnesota Intermediate Fund

Delaware Group Foundation Funds                  Voyageur Mutual Funds
     Delaware Aggressive Allocation Portfolio         Delaware Minnesota High-Yield Municipal Bond Fund
     Delaware Moderate Allocation Portfolio           Delaware National High-Yield Municipal Bond Fund
     Delaware Conservative Allocation Portfolio       Delaware Tax-Free California Fund
                                                      Delaware Tax-Free Idaho Fund
Delaware Group Income Funds                           Delaware Tax-Free New York Fund
     Delaware Corporate Bond Fund
     Delaware Delchester Fund                    Voyageur Mutual Funds II
     Delaware Extended Duration Bond Fund             Delaware Tax-Free Colorado Fund
     Delaware High-Yield Opportunities Fund
                                                 Voyageur Mutual Funds III
Delaware Group Government Fund                        Delaware Large Cap Core Fund
     Delaware Core Plus Bond Fund                     Delaware Select Growth Fund
     Delaware Inflation Protected Bond Fund
                                                 Voyageur Tax Free Funds
Delaware Group Limited-Term Government Funds          Delaware Tax-Free Minnesota Fund
     Delaware Limited-Term Government Fund


                                       A-1
EX-99.H 3 ex99h1i.htm Exhibit No. EX-99.h.1.i 

                                                         Exhibit No. EX-99.h.1.i

                                   SCHEDULE B

                         SHAREHOLDER SERVICES AGREEMENT
                              COMPENSATION SCHEDULE
                           EFFECTIVE DECEMBER 1, 2006

                      DELAWARE INVESTMENTS FAMILY OF FUNDS

1.   Delaware  Service  Company,  Inc.  ("DSC") will determine and report to the
     Fund, at least annually,  the  compensation  for services to be provided to
     the Fund for DSC's forthcoming fiscal year or period.

2.   In  determining  such  compensation,  DSC will  fix and  report a fee to be
     charged per account for services provided. DSC will bill, and the Fund will
     pay, such compensation monthly.

3.   Except as otherwise  provided in paragraphs 4 and 5, the charge consists of
     an annual per  account  charge of $22.85 per annum for each open and closed
     account on DSC's records and each account held on a  sub-accounting  system
     maintained by firms that hold accounts on an omnibus basis.

     These  charges  will be  assessed  monthly  on a pro rata basis and will be
     determined using the number of accounts  maintained as of the last calendar
     day of each month.

     DSC is the  Fund's  operational  interface  with a variety  of third  party
     administrators, banks, trust companies and other organizations that provide
     retirement administration, trust or other collective services to the Fund's
     shareholders.  Subtransfer  agency fees (or similar  fees)  related to such
     relationships  on a retirement  processing  system will be passed on to the
     Fund at cost, without markup.

4.   DSC's  compensation  for  providing  services to the Series of Delaware VIP
     Trust  (the "VIP  Trust")  will be 0.01% of  average  daily net  assets per
     Series  annually.  DSC  will  bill,  and  the  VIP  Trust  will  pay,  such
     compensation  monthly.  In addition,  in the conduct of the business of DSC
     and the VIP Trust and in  performance  of this  Agreement,  each party will
     bear its allocable  portion of expenses  common to each.  In addition,  DSC
     shall be entitled to reimbursement of out-of-pocket expenses paid on behalf
     of VIP Trust.

5.   DSC's  compensation  for providing  services to the  Portfolios of Delaware
     Pooled Trust (the "DPT Trust") (other than The Real Estate Investment Trust
     Portfolio)  will be  0.01%  of  average  daily  net  assets  per  Portfolio
     annually.  DSC will  bill,  and the DPT Trust will pay,  such  compensation
     monthly.  In  addition,  in the conduct of the  business of DSC and the DPT
     Trust  and in  performance  of this  Agreement,  each  party  will bear its
     allocable  portion of expenses  common to each.  In addition,  DSC shall be
     entitled to reimbursement  of out-of-pocket  expenses paid on behalf of DPT
     Trust.  Notwithstanding  anything in this paragraph to the contrary,  DSC's
     compensation for The Real Estate  Investment Trust Portfolio will be as set
     forth in paragraph 3 above.

AGREED AND ACCEPTED:

DELAWARE SERVICE COMPANY, INC.           DELAWARE INVESTMENTS MUNICIPAL TRUST
                                         for its series set forth in Schedule A
                                         to this Agreement


By:      /s/ Douglas L. Anderson           By:      /s/ Patrick P. Coyne
Name:    Douglas L. Anderson               Name:    Patrick P. Coyne
Title:   Senior Vice President/            Title:   Chairman/President/Chief
         Operations                                 Executive Officer
EX-99.H 4 ex99h2i.htm Exhibit No. EX-99.h.2.i 

                                                         Exhibit No. EX-99.h.2.i


                                AMENDMENT NO. 31
                                       to
                                   SCHEDULE A
                                       of
                      DELAWARE INVESTMENTS FAMILY OF FUNDS
                            FUND ACCOUNTING AGREEMENT

DELAWARE GROUP ADVISER FUNDS                       DELAWARE GROUP INCOME FUNDS
Delaware Diversified Income Fund                   Delaware Corporate Bond Fund
Delaware U.S. Growth Fund                          Delaware Delchester Fund
                                                   Delaware Extended Duration Bond Fund
DELAWARE GROUP CASH RESERVE                        Delaware High-Yield Opportunities Fund
Delaware Cash Reserve Fund
                                                   DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS
DELAWARE GROUP EQUITY FUNDS I                      Delaware Limited-Term Government Fund
Delaware Balanced Fund
                                                   DELAWARE GROUP STATE TAX-FREE INCOME TRUST
DELAWARE GROUP EQUITY FUNDS II                     Delaware Tax-Free Pennsylvania Fund
Delaware Large Cap Value Fund
Delaware Value Fund                                DELAWARE GROUP TAX FREE FUND
                                                   Delaware Tax-Free USA Fund
DELAWARE GROUP EQUITY FUNDS III                    Delaware Tax-Free USA Intermediate Fund
Delaware American Services Fund
Delaware Small Cap Growth Fund                     DELAWARE GROUP TAX FREE MONEY FUND
Delaware Trend Fund                                Delaware Tax-Free Money Fund

DELAWARE GROUP EQUITY FUNDS IV                     DELAWARE INVESTMENTS MUNICIPAL TRUST
Delaware Growth Opportunities Fund                 Delaware Tax-Free Florida Insured Fund
Delaware Large Cap Growth Fund
                                                   DELAWARE POOLED TRUST
DELAWARE GROUP EQUITY FUNDS V                      The All-Cap Growth Equity Portfolio
Delaware Dividend Income Fund                      The Core Focus Fixed Income Portfolio
Delaware Small Cap Core Fund                       The Core Plus Fixed Income Portfolio
Delaware Small Cap Value Fund                      The Emerging Markets Portfolio
                                                   The Focus Smid-Cap Growth Equity Portfolio
DELAWARE GROUP FOUNDATION FUNDS                    The Global Fixed Income Portfolio
Delaware Aggressive Allocation Portfolio           The High-Yield Bond Portfolio
Delaware Conservative Allocation Portfolio         The Intermediate Fixed Income Portfolio
Delaware Moderate Allocation Portfolio             The International Equity Portfolio
                                                   The International Fixed Income Portfolio
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS        The Labor Select International Equity Portfolio
Delaware Emerging Markets Fund                     The Large-Cap Growth Equity Portfolio
Delaware Global Value Fund                         The Large-Cap Value Equity Portfolio
Delaware International Value Equity Fund           The Mid-Cap Growth Equity Portfolio
                                                   The Real Estate Investment Trust Portfolio
DELAWARE GROUP GOVERNMENT FUND                     The Real Estate Investment Trust Portfolio II
Delaware American Government Bond Fund             The Small-Cap Growth Equity Portfolio
Delaware Inflation Protected Bond Fund             The Smid-Cap Growth Equity Portfolio





DELAWARE VIP TRUST                                 VOYAGEUR INTERMEDIATE TAX FREE FUNDS
Delaware VIP Balanced Series                       Delaware Tax-Free Minnesota Intermediate Fund
Delaware VIP Capital Reserves Series
Delaware VIP Cash Reserve Series                   VOYAGEUR MUTUAL FUNDS
Delaware VIP Diversified Income Series             Delaware Minnesota High-Yield Municipal Bond Fund
Delaware VIP Emerging Markets Series               Delaware National High-Yield Municipal Bond Fund
Delaware VIP Global Bond Series                    Delaware Tax-Free California Fund
Delaware VIP Growth Opportunities Series           Delaware Tax-Free Idaho Fund
Delaware VIP High Yield Series                     Delaware Tax-Free New York Fund
Delaware VIP International Value Equity Series
Delaware VIP REIT Series                           VOYAGEUR MUTUAL FUNDS II
Delaware VIP Select Growth Series                  Delaware Tax-Free Colorado Fund
Delaware VIP Small Cap Value Series
Delaware VIP Trend Series                          VOYAGEUR MUTUAL FUNDS III
Delaware VIP U.S. Growth Series                    Delaware Large Cap Core Fund
Delaware VIP Value Series                          Delaware Select Growth Fund

VOYAGEUR INSURED FUNDS                             VOYAGEUR TAX FREE FUNDS
Delaware Tax-Free Arizona Insured Fund             Delaware Tax-Free Minnesota Fund
Delaware Tax-Free Minnesota Insured Fund


Dated as of August 31, 2006

DELAWARE SERVICE COMPANY, INC.                     DELAWARE GROUP ADVISER FUNDS
                                                   DELAWARE GROUP CASH RESERVE
                                                   DELAWARE GROUP EQUITY FUNDS I
By:      /s/ Michael P. Bishof                     DELAWARE GROUP EQUITY FUNDS II
Name:    Michael P. Bishof                         DELAWARE GROUP EQUITY FUNDS III
Title:   Senior Vice President/Chief Financial     DELAWARE GROUP EQUITY FUNDS IV
         Officer                                   DELAWARE GROUP EQUITY FUNDS V
                                                   DELAWARE GROUP FOUNDATION FUNDS
                                                   DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS
                                                   DELAWARE GROUP GOVERNMENT FUND
                                                   DELAWARE GROUP INCOME FUNDS
                                                   DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS
                                                   DELAWARE GROUP STATE TAX-FREE INCOME TRUST
                                                   DELAWARE GROUP TAX FREE FUND
                                                   DELAWARE GROUP TAX-FREE MONEY FUND
                                                   DELAWARE INVESTMENTS MUNICIPAL TRUST
                                                   DELAWARE POOLED TRUST
                                                   DELAWARE VIP TRUST
                                                   VOYAGEUR INSURED FUNDS
                                                   VOYAGEUR INTERMEDIATE TAX FREE FUNDS
                                                   VOYAGEUR MUTUAL FUNDS
                                                   VOYAGEUR MUTUAL FUNDS II
                                                   VOYAGEUR MUTUAL FUNDS III
                                                   VOYAGEUR TAX FREE FUNDS


                                                   By:      /s/ Patrick P. Coyne
                                                   Name:    Patrick P. Coyne
                                                   Title:   President/Chief Executive Officer
EX-99.H 5 ex99h3.htm Exhibit No. EX-99.h.3 


                                                           Exhibit No. EX-99.h.3


                           Delaware Management Company
                               2005 Market Street
                             Philadelphia, PA 19103


December __, 2006


Voyageur Insured Funds
Voyageur Intermediate Tax Free Funds
Delaware Investments Municipal Trust
Voyageur Mutual Funds
Voyageur Mutual Funds II
Voyageur Tax-Free Funds
2005 Market Street
Philadelphia, PA 19103


     Re:  Expense Limitations


Ladies and Gentlemen:

By our execution of this letter  agreement  (the  "Agreement"),  intending to be
legally  bound  hereby,  Delaware  Management  Company,  a  series  of  Delaware
Management  Business Trust (the "Manager"),  agrees that in order to improve the
performance  of Delaware  Tax-Free  Arizona Fund,  Delaware  Tax-Free  Minnesota
Insured Fund,  Delaware Tax-Free Minnesota  Intermediate Fund, Delaware Tax-Free
Florida  Insured  Fund,  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,  Delaware
Tax-Free Colorado Fund and Delaware Tax-Free Minnesota Fund  (collectively,  the
"Funds"),  which are series of Voyageur Insured Funds, Voyageur Intermediate Tax
Free  Funds,  Delaware  Investments  Municipal  Trust,  Voyageur  Mutual  Funds,
Voyageur Mutual Funds II and Voyageur Tax-Free Funds, respectively,  the Manager
shall waive all or a portion of its  investment  advisory fees and/or  reimburse
expenses (excluding any 12b-1 plan expenses,  taxes,  interest,  inverse floater
program expenses,  brokerage fees,  short-sale  dividend and interest  expenses,
certain  insurance  costs and non-routine  expenses or costs,  including but not
limited  to,  those   relating  to   reorganizations,   litigation,   conducting
shareholder meetings and liquidations [collectively, "non-routine expenses"]) in
an  aggregate  amount equal to the amount by which the Funds'  respective  total
operating  expenses  (excluding  any  12b-1  plan  expenses,   taxes,  interest,
brokerage fees,  short-sale  dividend and interest  expenses,  certain insurance
costs and  non-routine  expenses)  exceed the  amounts  indicated  below for the
periods  described below. For purposes of this Agreement,  non-routine  expenses
may also include such  additional  costs and expenses as may be agreed upon from
time to time by the Funds' Boards and the Manager.


Fund                                    Expense Limitation    Effective Dates
- ----                                    ------------------    ---------------
Delaware Tax-Free Arizona Fund          0.50%                 12/31/06-12/31/07
Delaware Tax-Free Minnesota
  Insured Fund                          0.64%                 12/31/06-12/31/07
Delaware Tax-Free Minnesota
  Intermediate Fund                     0.60%                 12/31/06-12/31/07
Delaware Tax-Free Florida
  Insured Fund                          0.61%                 12/31/06-12/31/07
Delaware Minnesota High-Yield
  Municipal Bond Fund                   0.64%                 12/31/06-12/31/07
Delaware National High-Yield
  Municipal Bond Fund                   0.65%                 12/31/06-12/31/07
Delaware Tax-Free California
  Fund                                  0.63%                 12/31/06-12/31/07
Delaware Tax-Free Idaho Fund            0.60%                 12/31/06-12/31/07
Delaware Tax-Free New York
  Fund                                  0.60%                 12/31/06-12/31/07
Delaware Tax-Free Colorado Fund         0.68%                 12/31/06-12/31/07
Delaware Tax-Free Minnesota Fund        0.68%                 12/31/06-12/31/07

     The Manager  acknowledges  that it (1) shall not be entitled to collect on,
or make a claim for, waived fees at any time in the future, and (2) shall not be
entitled to collect  on, or make a claim for,  reimbursed  Fund  expenses at any
time in the future.



Delaware Management Company, a series of Delaware Management Business Trust

By: _________________________
    Name:
    Title:
    Date:


Your signature below acknowledges
acceptance of this Agreement:


Voyageur Insured Funds                     Voyageur Intermediate Tax-Free Funds

By: _________________________              By: _________________________
    Name:                                      Name:
    Title:                                     Title:
    Date:                                      Date:


Delaware Investments Municipal Trust       Voyageur Mutual Funds

By: _________________________              By: _________________________
    Name:                                      Name:
    Title:                                     Title:
    Date:                                      Date:


Voyageur Mutual Funds II                   Voyageur Tax-Free Funds

By: _________________________              By: _________________________
    Name:                                      Name:
    Title:                                     Title:
    Date:                                      Date:
EX-99.J 6 ex99j.htm DIMT - Exhibit No. EX-99.j 

Exhibit No. EX-99.j


           CONSENT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC
                                ACCOUNTING FIRM


We  consent  to the  references  to  our  firm  under  the  captions  "Financial
Highlights" in the  Prospectus,  as amended,  and "Financial  Statements" in the
Statement of Additional  Information  and to the inclusion in this  Registration
Statement  (Form  N-1A)(Post-Effective  Amendment No. 27 to file No.  033-42827;
Amendment No. 27 to File No. 811-06411) of Delaware Investments  Municipal Trust
(comprised  of  Delaware  Tax-Free  Florida  Insured  Fund) of our report  dated
October 11, 2006 and January 2, 2007.


/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
January 2, 2007
EX-99.P 7 ex99p1.htm Exhibit No. EX-99.p.1 


                                                           Exhibit No. EX-99.p.1




                                 CODE OF ETHICS

                      DELAWARE INVESTMENTS' FAMILY OF FUNDS


CREDO
It is the duty of all Delaware Investment  employees,  officers and directors to
conduct  themselves with  integrity,  and at all times to place the interests of
shareholders  first.  In the  interest of this credo,  all  personal  securities
transactions will be conducted  consistent with the Code of Ethics and in such a
manner as to avoid any actual or potential  conflict of interest or any abuse of
an individual's  position of trust and responsibility.  The fundamental standard
of this Code is that personnel  should not take any  inappropriate  advantage of
their positions.

Rule  17j-1  under the  Investment  Company  Act of 1940 (the  "Rule")  makes it
unlawful for certain persons, including any employee, officer or director of the
Fund,  the  Fund's  investment  adviser/sub-adviser,  and the  Fund's  principal
underwriter,  in  connection  with  the  purchase  or sale by such  person  of a
security held or to be acquired by the Fund:

(1) To employ any device, scheme or artifice to defraud the Fund;

(2) To make any untrue statement of a material fact to the Fund or omit to state
a material fact necessary in order to make the  statements  made to the Fund, in
light of the circumstances in which they are made, not misleading;

(3) To engage in any act,  practice or course of business that operates or would
operate as a fraud or deceit on
the Fund; or

(4) To engage in any manipulative practice with respect to the Fund.

The Rule also  requires that each  Delaware  Investments'  Fund and its Adviser,
sub-adviser, and principal underwriter adopt a written code of ethics containing
provisions reasonably necessary to prevent certain persons from engaging in acts
in  violation  of the above  standard  and shall use  reasonable  diligence  and
institute procedures reasonably necessary to prevent violations of the Code.

This Code of Ethics is being  adopted  by the  Delaware  Investments'  Family of
Funds (collectively "Delaware") in compliance with the requirement of Rule 17j-1
and to effect the purpose of the Credo set forth  above,  and to comply with the
recommendations of the Investment Company Institute's Advisory Group on Personal
Investing.


                                       1


DEFINITIONS:

"Access  person"  means  a  supervised   person  who  has  access  to  nonpublic
information  regarding clients' securities  transactions,  is involved in making
securities  recommendations to clients,  who has access to such  recommendations
that are  nonpublic,  or who has access to nonpublic  information  regarding the
portfolio  holdings  of a Fund or any  director,  trustee,  general  partner  or
Advisory Person of a fund or of a fund's investment  adviser, or any employee of
a fund or of a fund's  investment  adviser  who, in  connection  with his or her
regular functions or duties, participates in the selection of a fund's portfolio
securities or who has access to information  regarding a fund's future purchases
or sales of portfolio  securities.  Those persons  deemed Access Persons will be
notified of this designation.

"Advisory  person" means any employee of the fund or investment  adviser who, in
connection with his or her regular  functions or duties makes,  participates in,
or obtains information regarding the purchase or sale of Covered Securities by a
Fund,  or whose  functions  relate  to the  making of any  recommendations  with
respect to the purchase or sales.

"Affiliated  person"  means any  officer,  director,  partner,  or employee of a
Delaware Fund or any subsidiary of Delaware  Management  Holdings,  Inc. and any
other person so designated by the Compliance Department.

"Beneficial  ownership"  shall be as defined  in  Section  16 of the  Securities
Exchange  Act of 1934  and  the  rules  and  regulations  thereunder.  Generally
speaking,   a  person  who,  directly  or  indirectly,   through  any  contract,
arrangement, understanding, relationship or otherwise, has or shares a direct or
indirect  pecuniary  interest  in a  security,  is a  "beneficial  owner" of the
security.  For example, a person is normally regarded as the beneficial owner of
securities  held by  members of his or her  immediate  family  sharing  the same
household.  Additionally,  ownership of derivative  securities  such as options,
warrants  or  convertible  securities  which  confer  the right to  acquire  the
underlying  security at a fixed price  constitutes  beneficial  ownership of the
underlying security itself.

"Control"  shall mean  investment  discretion  in whole or in part of an account
regardless  of beneficial  ownership,  such as an account for which a person has
power of attorney or authority to effect transactions.

"De Minimis Purchases or Sales" shall mean purchases or sales by covered persons
of up to 500 shares of stock in a company that is in the Standard and Poor's 500
Index provided that Delaware has not traded more than 10,000 shares of that same
stock  during the last two  trading  days and there are no open  orders for that
stock on the Trading Desk.

"High Quality  Short-Term Debt Instruments" shall mean any instrument that has a
maturity  at  issuance of less that 366 days and that is rated in one of the two
highest  rating  categories  by  a  Nationally  Recognized   Statistical  Rating
Organization.


                                       2


"Interested  Director"  means a director  of the  investment  company  who is an
interested  person  within  the  meaning  of  Section  2(a)(19)  of the  Act.  A
"Disinterested  Director"  is a director who is not an  interested  person under
Section 2(a)(19) of the Act.

"Investment  Personnel" means any employee,  other than 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.
Investment  Personnel  also  include the staff who  support a Portfolio  Manager
including analysts,  administrative  assistants,  etc.  Investment  Personnel by
definition are Access Persons.

"Managed  Accounts"  means an account that is  professionally  managed through a
wrap program.  Managed  Accounts  require  pre-approval  through the  Compliance
Department  prior to starting up the account.  The  Compliance  Department  will
consider the facts and circumstances of the account, including the functions and
duties of the employees,  when approving or denying such accounts.  In addition,
preclearance is exempt with Managed Accounts,  however, all trades still require
reporting and duplicate  statements and confirmations are required to be sent to
the Compliance  Department.  Preclearance is only exempt for trades initiated by
the wrap manager. All trades initiated by the employee require preclearance.

"Portfolio  Manager"  means any person who, in connection  with his/her  regular
functions  or  duties,  makes or  participates  in,  the  making  of  investment
decisions effecting an investment company.  Portfolio Managers by definition are
access persons.

"Security"  shall  have the  meaning  as set forth in  Section  2(a)(36)  of the
Investment  Company Act of 1940,  except  that it shall not  include  securities
issued or  guaranteed  by the  government  of the United States or by any of its
federal agencies, bankers' acceptances, bank certificates of deposit, commercial
paper, high quality short-term debt instruments including repurchase agreements,
unit  investment  trusts,  shares of open-end  registered  investment  companies
(excluding   mutual  funds  which  Delaware   Investments  is  the  adviser  and
sub-adviser,  see Appendix A for a list of these Funds,  excluding  money market
funds),  and municipal fund securities  (i.e. 529 Plans)  (excluding the TAP 529
Plan).  In addition,  the  purchase,  sale or exercise of a derivative  security
shall constitute the purchase or sale of the underlying  security.  However, the
purchase  or sale of the debt  instrument  of an issuer  which does not give the
holder the right to  purchase  the  issuer's  stock at a fixed  price,  does not
constitute a purchase or sale of the issuer's stock.

Security being  "considered  for purchase or sale" or "being  purchased or sold"
means when a  recommendation  to purchase or sell the security has been made and
communicated  to the  Trading  Desk and with  respect to the  person  making the
recommendation, when such person seriously considers making, or when such person
knows or should know that another person is seriously considering making, such a
recommendation.

Security  "held or to be  acquired"  by a fund  means (i) any  covered  security
which,  within the most recent fifteen days (a) is or has been held by the fund;
or (b) is being, or has been,  considered by the fund or its investment  adviser
for  purchase  by the fund;  and (ii) any option to  purchase  or sell,  and any
security convertible into or exchangeable for, a covered security.


                                       3


PROHIBITED ACTIVITIES

I.   The following restrictions apply to all Affiliated Persons, Access Persons,
     Investment Personnel and Portfolio Managers.

(a) No Affiliated  Person or Access Person shall engage in any act,  practice or
course of conduct,  which would  violate the  provisions of Rule 17j-1 set forth
above.

(b) No Affiliated  Person or Access Person shall  purchase or sell,  directly or
indirectly, any security which to his/her knowledge is being actively considered
for purchase or sale by Delaware;  except that this prohibition  shall not apply
to:

     (A)  purchases  or sales that are  nonvolitional  on the part of either the
     Person or the Fund;
     (B) purchases which are part of an automatic dividend reinvestment plan;
     (C) purchases  effected upon the exercise of rights issued by an issuer pro
     rata to all holders of a class of its securities, to the extent such rights
     were acquired from such issuer, and sales of such rights so acquired;
     (D) other  purchases  and sales  specifically  approved by the President or
     Chief Executive Officer,  with the advice of the General Counsel and/or the
     Compliance   Director,   and  deemed  appropriate  because  of  unusual  or
     unforeseen circumstances.  A list of securities excepted will be maintained
     by the Compliance Department.
     (E) purchases or sales made by a wrap manager in an Affiliated  Person's or
     Access Person's  managed  account  provided that such purchases or sales do
     not reflect a pattern of conflict.

(c) Except for trades  that meet the  definition  of de minimis,  no  Affiliated
Person or Access  Person may execute a buy or sell order for an account in which
he or she has  beneficial  ownership  or  control  until the third  trading  day
following the execution of a Delaware buy or sell order in that same security.

(d) No  Affiliated  Person or Access  Person may  purchase  an initial  purchase
offering (IPO) without first receiving preclearance.

(e) No  Affiliated  Person,  Access  Person  Investment  Personnel  or Portfolio
Managers  may purchase  any private  placement  without  express  PRIOR  written
consent by the Compliance Department. All private placement holdings are subject
to  disclosure to the  Compliance  Department.  Any  Affiliated  Person,  Access
Person, Investment Personnel or Portfolio Manager that holds a private placement
must receive  permission  from the Compliance or Legal  Department  prior to any
participation  by such person in a Fund's  consideration of an investment in the
same issuer.

(f) Despite any fault or impropriety, any Affiliated Person or Access Person who
executes a buy or sell for an account in which he/she has  beneficial  ownership
or control  either (i) before the third trading day following the execution of a
Delaware order in the same security, or (ii) when there are pending orders for a
Delaware  transaction as reflected on the open order blotter,  shall forfeit any
profits  made (in the  event of  purchases)  or loss  avoided  (in the  event of
sales),  whether  realized  or  unrealized,  in the period  from the date of the
personal transaction to the end of the proscribed trading period. Payment of the
amount  forfeited shall be made by check or in cash to a charity of the person's
choice and a copy of the check or receipt must be  forwarded  to the  Compliance
Department.

(g) Except for Managed Accounts meeting the provisions of Section I(b)(E) above,
each  Affiliated  Person  or  Access  Person's  personal  transactions  must  be
precleared by using the Personal  Transaction  System.  The information  must be
submitted prior to entering any orders for personal  transactions.  Preclearance
is only valid for the day the request is submitted. If the order is not executed
the same day,  the  preclearance  request  must be  resubmitted.  Regardless  of
preclearance, all transactions remain subject to the provisions of (d) above.

(h)  Disinterested  Directors  of the  Fund or its  investment  adviser  are not
subject to part (c),  (d),  (e), (f) or (g) of this section  unless the director
knew or, in the ordinary  course of fulfilling his or her official duties should
have  known,  that  during  the 15 day  period  immediately  before or after the
director's  transaction  in a covered  security,  the Fund purchased or sold the
covered security, or the Fund or its investment adviser considered purchasing or
selling the covered security.


                                       4


(i) All Mutual Funds that are now subject to the Code of Ethics will be required
to be held for a minimum of 60 days before selling the fund at a profit. Closing
positions at a loss is not prohibited.

II.  In  addition  to  the  requirements  noted  in  Section  I,  the  following
     additional  restrictions  apply to all  Investment  Personnel and Portfolio
     Managers.

(a)  All  Investment  Personnel  and  Portfolio  Managers  are  prohibited  from
purchasing any initial public offering (IPO).


(b)  Short  term  trading  resulting  in a profit  is  prohibited.  All  opening
positions  must be held for a period of 60 days, in the  aggregate,  before they
can be closed at a profit.  Any short term  trading  profits  are subject to the
disgorgement  procedures  outlined  above  and at the  maximum  level of  profit
obtained. The closing of positions at a loss is not prohibited.

(c)  All  Investment  Personnel  and  Portfolio  Managers  are  prohibited  from
receiving  anything  of more than a de  minimis  value from any person or entity
that does business with or on behalf of any fund or client.  Things of value may
include, but not be limited to, travel expenses, special deals or incentives.

(d) All  Investment  Personnel  and  Portfolio  Managers  require  PRIOR written
approval  from the Legal or Compliance  Department  before they may serve on the
board of directors of any public company.

III. In addition to the  requirements  noted in Sections I and II, the following
     additional restrictions apply to all Portfolio Managers.

(a) No  Portfolio  Manager  may  execute a buy or sell order for an account  for
which he/she has beneficial ownership within seven calendar days before or after
an investment  company or separate  account that he/she  manages  trades in that
security.


                                       5


(b) Despite  any fault or  impropriety,  any  Portfolio  Manager who  executes a
personal  transaction  within seven  calendar days before or after an investment
company or separate  account that he/she manages trades in that security,  shall
forfeit any profits  made (in the event of  purchases)  or loss  avoided (in the
event of sales), whether realized or unrealized,  in the period from the date of
the personal transaction to the end of the prescribed trading period. Payment of
the  amount  forfeited  shall be made by check  or in cash to a  charity  of the
person's  choice and a copy of the check or  receipt  must be  forwarded  to the
Compliance Department.

REQUIRED REPORTS

I.   The following  reports are required to be made by all  Affiliated  Persons,
     Access Persons,  Investment  Personnel,  Portfolio  Managers and Interested
     Directors.

(a) Disclose  brokerage  relationships  at employment and at the time of opening
any new account.

(b) Direct their  brokers to supply to the  Compliance  Department,  on a timely
basis,  duplicate copies of all  confirmations and statements for all securities
accounts and Managed Accounts.
(c) All Delaware  Investments  Mutual Funds and Optimum  Funds  accounts will be
required to be held in-house.

(d) Each quarter,  no later than 20 days after the end of the calendar  quarter,
submit to the Compliance  Department a personal  transaction summary showing all
transactions  in  securities  in accounts  which such person has or acquires any
direct or indirect beneficial ownership.  Each Director who is not an interested
person shall submit the  quarterly  reports only for  transactions  where at the
time  of the  transaction  the  director  knew,  or in the  ordinary  course  of
fulfilling his official duties as a director should have known,  that during the
fifteen day period  immediately  preceding  the date of the  transaction  by the
director,  such  security  was  purchased  or sold by the  Fund's  or was  being
considered for purchase or sale by the Fund's.

Every report will contain the following information:

     (i) the date of the transaction,  the name and the number of shares and the
     principal amount of each security involved;
     (ii) the nature of the transaction (i.e., purchase,  sale or any other type
     of acquisition or disposition);
     (iii) the price at which the transaction was effected;
     (iv) the name of the broker, dealer or bank effecting the transaction.

(e) All Affiliated Persons must annually certify that they have read, understand
and  complied  with  this  Code of  Ethics  and  all  disclosure  and  reporting
requirements contained therein.

II.  In  addition  to the above  reporting  requirements,  all  Access  Persons,
     Investment Personnel and Portfolio Mangers must:

(a)  Provide an initial holdings report no later than 30 days upon  commencement
     of employment that discloses all personal securities holdings.


                                       6


(b)  Provide an annual  holdings  report  containing  information  regarding all
     personal securities  holdings.  This report must be current as of a date no
     more than 45 days before the report is submitted.

III. Disinterested  Directors of the Fund or the Fund's  investment  adviser are
     not subject to the provisions noted in this Required Reports section.

SANCTIONS/VIOLATIONS

Strict  compliance with the provisions of the Code of Ethics is considered to be
a basic provision of your employment.  Any violation of the Code of Ethics by an
employee will be considered serious and may result in disciplinary action, which
may include, but is not limited to unwinding of trades, disgorgement of profits,
warning,  monetary fine or censure,  suspension of personal trading  privileges,
and suspension or termination of employment.  Repeated  offenses will be subject
to additional sanctions of increasing severity.


ADMINISTRATIVE PROCEDURES

(a) The Compliance  Department of Delaware will identify all Affiliated Persons,
Access Persons, Investment Personnel and Portfolio Managers and will notify them
of this  classification  and their  obligations  under this Code. The Compliance
Department   will  also  maintain   procedures   regarding  the  review  of  all
notifications  and reports  required to be made pursuant to Rule 17j-1 under the
Investment  Company Adct of 1940, Rule 204A-1 under the Investment  Advisers Act
of  1940,  or  this  Code  and  the  Compliance   Department   will  review  all
notifications and reports, such as portfolio holdings and securities transaction
reports.

(b) The Legal or  Compliance  Department  shall report to the President or Chief
Executive  Officer any  apparent  violations  of the  prohibitions  or reporting
requirements  contained in this Code of Ethics.  Such Chief Executive Officer or
President,  or both,  will review the reports made and determine  whether or not
the Code of Ethics has been violated and shall determine what sanctions, if any,
should be imposed in addition to any that may already  have been  imposed.  On a
quarterly  basis,  a summary  report of material  violations of the Code and the
sanctions  imposed  will be made to the  Board  of  Directors  or  Committee  of
Directors  created for that purpose.  In reviewing  this report,  the Board will
consider  whether  the  appropriate  sanctions  were  imposed.  When  the  Legal
Department  finds  that a  transaction  otherwise  reportable  above  could  not
reasonably be found to have resulted in a fraud, deceit or manipulative practice
in  violation  of Rule  17j-1(b),  it may,  in its  discretion,  lodge a written
memorandum of such finding in lieu of reporting the transaction.

(c) All material purchases and sales  specifically  approved by the President or
Chief  Executive  Officer in  accordance  with Section  (I)(b)(D) of  Prohibited
Activities,  as  described  herein,  shall be  reported to the Board at its next
regular meeting.

(d) The Board of Directors,  including a majority of independent directors, must
approve  the  Fund's  Code,  as well as the Code of any  adviser  and  principal
underwriter.  If an adviser or underwriter


                                       7


makes a material changes to its code, the Board must approve the material change
within six months.  The Board must base its  approval of a code of ethics,  or a
material  change  to a  code,  upon  a  determination  that  the  code  contains
provisions  reasonable  necessary to prevent "access persons" from violating the
anti-fraud provisions of the Rule 17j-1.

(e) At least once a year,  the Board must be provided a written report from each
Rule 17j-1 organization that (1) describes issues that arose during the previous
year under the code or  procedures  applicable  to the Rule 17j-1  organization,
including,  but not limited to,  information  about  material  code or procedure
violations and sanctions  imposed in response to those  material  violations and
(2) certifies to the Fund's board that the Rule 17j-1  organization  has adopted
procedures reasonably necessary to prevent its access persons from violating its
Code of Ethics.


                                       8


Appendix A - List of Mutual Funds subject to the Code of Ethics

o    All Delaware Investments Family of Funds
o    All Optimum Fund Trust
o    All Lincoln National VIP Funds
o    Diversified Investment Advisers - Small Cap Growth Fund
o    First Tennessee - First Funds Capital Appreciation
o    First Tennessee - First Horizon Capital Appreciation
o    Frank Russell Investment Company - Fixed Income I Fund
o    Frank Russell Investment Company - Fixed Income III Fund
o    Frank Russell Investment Company - Multistrategy Bond Fund
o    Frank Russell Trust Company - Russell Common Trust Core Bond Fund
o    Frank Russell  Company Limited - Frank Russell  Multi-Strategy  Global Bond
     Fund
o    Frank Russell Company Limited - Frank Russell  Investment Company plc - The
     U.S. Bond Fund
o    Mercantile Capital Opportunities Fund
o    MLIG Roszel/Delaware Small Cap Portfolio
o    MLIG Roszel/Delaware Trend Portfolio
o    SEI Institutional Investments Trust - Small Cap Fund
o    SEI Institutional Investments Trust - Small/Mid Cap Equity Fund
o    SEI Institutional Managed Trust - Small Cap Growth Fund
o    SEI Institutional Managed Trust - Tax Managed Small Cap Fund
o    UBS Pace Small/Medium Co Growth Equity Fund
EX-99.P 8 ex99p2.htm Exhibit No. EX-99.p.2 


                                                           Exhibit No. EX-99.p.2


                              DELAWARE INVESTMENTS


                                 CODE OF ETHICS


CREDO
It is the duty of all Delaware Investment  employees,  officers and directors to
conduct  themselves with  integrity,  and at all times to place the interests of
shareholders  first.  In the  interest of this credo,  all  personal  securities
transactions will be conducted  consistent with the Code of Ethics and in such a
manner as to avoid any actual or potential  conflict of interest or any abuse of
an individual's  position of trust and responsibility.  The fundamental standard
of this Code is that personnel  should not take any  inappropriate  advantage of
their positions.

Rule  17j-1  under the  Investment  Company  Act of 1940 (the  "Rule")  makes it
unlawful for certain persons,  including any employee,  officer or director, any
investment  adviser  and any  principal  underwriter,  in  connection  with  the
purchase or sale by such  person of a security  held or to be acquired by a Fund
or account:

(1)  To employ any device, scheme or artifice to defraud;

(2)  To make any untrue statement of a material fact or omit to state a material
     fact  necessary  in  order  to make the  statements  made,  in light of the
     circumstances in which they are made, not misleading;

(3)  To engage in any act, practice or course of business that operates or would
     operate as a fraud or deceit; or

(4)  To engage in any manipulative practice.

The Rule also requires that each Delaware Investments' Adviser, sub-adviser, and
principal  underwriter  adopt a  written  code of ethics  containing  provisions
reasonably  necessary  to  prevent  certain  persons  from  engaging  in acts in
violation of the above standard and shall use reasonable diligence and institute
procedures reasonably necessary to prevent violations of the Code.

This  Code of Ethics  is being  adopted  by the  following  Delaware  Investment
companies  (collectively  "Delaware") in compliance with the requirement of Rule
17j-1 and to effect the  purpose of the Credo set forth above and to comply with
the  recommendations  of the Investment  Company  Institute's  Advisory Group on
Personal Investing:


                                        1


         DELAWARE MANAGEMENT BUSINESS TRUST
         DELAWARE CAPITAL MANAGEMENT
         DELAWARE MANAGEMENT COMPANY
         DELAWARE INVESTMENT ADVISERS
         DELAWARE LINCOLN CASH MANAGEMENT
         DELAWARE DISTRIBUTORS, L.P.
         RETIREMENT FINANCIAL SERVICES, INC.
         DELAWARE SERVICE COMPANY, INC.
         DELAWARE MANAGEMENT TRUST COMPANY

DEFINITIONS:

"Access  person"  means  a  supervised   person  who  has  access  to  nonpublic
information  regarding clients' securities  transactions,  is involved in making
securities  recommendations to clients,  who has access to such  recommendations
that are  nonpublic,  or who has access to nonpublic  information  regarding the
portfolio  holdings of affiliated mutual funds (see Appendix A) or any director,
officer,  general partner or Advisory Person of a fund or of a fund's investment
adviser,  or any  employee of a fund or of a fund's  investment  adviser who, in
connection  with his or her regular  functions  or duties,  participates  in the
selection  of a fund's  portfolio  securities  or who has access to  information
regarding a fund's  future  purchases  or sales of portfolio  securities.  Those
persons deemed Access Persons will be notified of this designation.

"Advisory  person" means any employee of the fund or investment  adviser who, in
connection with his or her regular  functions or duties makes,  participates in,
or obtains information regarding the purchase or sale of Covered Securities by a
Fund,  or whose  functions  relate  to the  making of any  recommendations  with
respect to the purchase or sales.

"Affiliated  person"  means any  officer,  director,  partner,  or employee of a
Delaware Fund or any subsidiary of Delaware  Management  Holdings,  Inc. and any
other person so designated by the Compliance Department.

"Beneficial  ownership"  shall be as defined  in  Section  16 of the  Securities
Exchange  Act of 1934  and  the  rules  and  regulations  thereunder.  Generally
speaking,   a  person  who,  directly  or  indirectly,   through  any  contract,
arrangement, understanding, relationship or otherwise, has or shares a direct or
indirect  pecuniary  interest  in a  security,  is a  "beneficial  owner" of the
security.  For example, a person is normally regarded as the beneficial owner of
securities  held by  members of his or her  immediate  family  sharing  the same
household.  Additionally,  ownership of derivative  securities  such as options,
warrants  or  convertible  securities  which  confer  the right to  acquire  the
underlying  security at a fixed price  constitutes  beneficial  ownership of the
underlying security itself.

"Control"  shall mean  investment  discretion  in whole or in part of an account
regardless  of beneficial  ownership,  such as an account for which a person has
power of attorney or authority to effect transactions.


                                        2


"De Minimis Purchases or Sales" shall mean purchases or sales by covered persons
of up to 500 shares of stock in a company that is in the Standard and Poor's 500
Index provided that Delaware has not traded more than 10,000 shares of that same
stock  during the last two  trading  days and there are no open  orders for that
stock on the Trading Desk.

"High Quality  Short-Term Debt Instruments" shall mean any instrument that has a
maturity  at  issuance of less that 366 days and that is rated in one of the two
highest  rating  categories  by  a  Nationally  Recognized   Statistical  Rating
Organization.

"Investment  Personnel" means any employee,  other than 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.
Investment  Personnel  also  include the staff who  support a Portfolio  Manager
including analysts,  administrative  assistants,  etc.  Investment  Personnel by
definition are Access Persons.

"Managed  Accounts"  means an account that is  professionally  managed through a
wrap program.  Managed  Accounts  require  pre-approval  through the  Compliance
Department  prior to starting up the account.  The  Compliance  Department  will
consider the facts and circumstances of the account, including the functions and
duties of the employees,  when approving or denying such accounts.  In addition,
preclearance is exempt with Managed Accounts,  however, all trades still require
reporting and duplicate  statements and confirmations are required to be sent to
the Compliance  Department.  Preclearance is only exempt for trades initiated by
the wrap manager. All trades initiated by the employee require preclearance.

"Portfolio  Manager"  means any person who, in connection  with his/her  regular
functions  or  duties,  makes or  participates  in,  the  making  of  investment
decisions effecting an investment company.  Portfolio Managers by definition are
access persons.

"Security"  shall  have the  meaning  as set forth in  Section  2(a)(36)  of the
Investment  Company Act of 1940,  except  that it shall not  include  securities
issued or  guaranteed  by the  government  of the United States or by any of its
federal agencies, bankers' acceptances, bank certificates of deposit, commercial
paper, high quality short-term debt instruments including repurchase agreements,
unit  investment  trusts,  shares of open-end  registered  investment  companies
(other  than  mutual  funds for which  Delaware  Investments  is the adviser and
sub-adviser,  see Appendix A for a list of these Funds,  excluding  money market
funds),  and municipal fund securities  (i.e. 529 Plans) (other than the TAP 529
Plan).  In addition,  the  purchase,  sale or exercise of a derivative  security
shall constitute the purchase or sale of the underlying  security.  However, the
purchase  or sale of the debt  instrument  of an issuer  which does not give the
holder the right to  purchase  the  issuer's  stock at a fixed  price,  does not
constitute a purchase or sale of the issuer's stock.

Security being  "considered  for purchase or sale" or "being  purchased or sold"
means when a  recommendation  to purchase or sell the security has been made and
communicated  to the  Trading  Desk and with  respect to the  person  making the
recommendation, when such person seriously


                                        3


considers  making,  or when such person knows or should know that another person
is seriously considering making, such a recommendation.

Security  "held or to be acquired" by an account means (i) any covered  security
which,  within  the most  recent  fifteen  days  (a) is or has been  held by the
account;  or (b) is  being,  or  has  been,  considered  by the  account  or its
investment adviser for purchase by the account;  and (ii) any option to purchase
or sell,  and any  security  convertible  into or  exchangeable  for,  a covered
security.

PROHIBITED ACTIVITIES

I.   The following restrictions apply to all Affiliated Persons, Access Persons,
     Investment Personnel and Portfolio Managers.

(a) No Affiliated Person, Access Person,  Investment Person or Portfolio Manager
shall engage in any act, practice or course of conduct,  which would violate the
provisions of Rule 17j-1 set forth above.

(b) No Affiliated Person, Access Person,  Investment Person or Portfolio Manager
shall purchase or sell,  directly or  indirectly,  any security which to his/her
knowledge is being actively considered for purchase or sale by Delaware;  except
that this prohibition shall not apply to:

     (A)  purchases  or sales that are  nonvolitional  on the part of either the
     Person or the Account;
     (B) purchases which are part of an automatic dividend reinvestment plan;
     (C) purchases  effected upon the exercise of rights issued by an issuer pro
     rata to all holders of a class of its securities, to the extent such rights
     were acquired from such issuer, and sales of such rights so acquired;
     (D) other  purchases  and sales  specifically  approved by the President or
     Chief Executive Officer,  with the advice of the General Counsel and/or the
     Compliance   Director,   and  deemed  appropriate  because  of  unusual  or
     unforeseen circumstances.  A list of securities excepted will be maintained
     by the Compliance Department.
     (E) purchases or sales made by a wrap manager in an Affiliated  Person's or
     Access Person's managed  account,  provided that such purchases or sales do
     not reflect a pattern of conflict.

(c) Except for trades  that meet the  definition  of de minimis,  no  Affiliated
Person, Access Person,  Investment Person or Portfolio Manager may execute a buy
or sell  order for an  account in which he or she has  beneficial  ownership  or
control until the third trading day following the execution of a Delaware buy or
sell order in that same security.

(d) No  Affiliated  Person or Access  Person  may  purchase  an  initial  public
offering (IPO) without first receiving preclearance.

(e) No Affiliated Person, Access Person, Investment Person or Portfolio Managers
may purchase any private  placement without express PRIOR written consent by the
Compliance Department.  All private placement holdings are subject to disclosure
to the Compliance Department.  Any Affiliated Person, Access Person,  Investment
Person or Portfolio Manager that holds a private placement


                                        4


must receive  permission from the Compliance or Legal  Departments  prior to any
participation by such person in Delaware's consideration of an investment in the
same issuer.

(f) Despite any fault or  impropriety,  any  Affiliated  Person,  Access Person,
Investment Person or Portfolio Manager who executes a buy or sell for an account
in which he/she has beneficial  ownership or control either (i) before the third
trading day following the execution of a Delaware order in the same security, or
(ii) when there are pending  orders for a Delaware  transaction  as reflected on
the open  order  blotter,  shall  forfeit  any  profits  made  (in the  event of
purchases)  or loss  avoided  (in the  event  of  sales),  whether  realized  or
unrealized,  in the period from the date of the personal  transaction to the end
of the proscribed trading period.  Payment of the amount forfeited shall be made
by check or in cash to a charity of the person's  choice and a copy of the check
or receipt must be forwarded to the Compliance Department.

(g) Except for Managed Accounts meeting the provisions of Section I(b)(E) above,
each  Affiliated  Person  or  Access  Person's  personal  transactions  must  be
precleared by using the Personal  Transaction  System.  The information  must be
submitted prior to entering any orders for personal  transactions.  Preclearance
is only valid for the day the request is submitted. If the order is not executed
the same day,  the  preclearance  request  must be  resubmitted.  Regardless  of
preclearance, all transactions remain subject to the provisions of (f) above.

(h) All Mutual Funds that are now subject to the Code of Ethics will be required
to be held for a minimum of 60 days before selling the fund at a profit. Closing
positions at a loss is not prohibited.

II.  In  addition  to  the  requirements  noted  in  Section  I,  the  following
     additional  restrictions  apply to all  Investment  Personnel and Portfolio
     Managers.

(a)  All  Investment  Personnel  and  Portfolio  Managers  are  prohibited  from
purchasing any initial public offering (IPO).

(b)  Short  term  trading  resulting  in a profit  is  prohibited.  All  opening
positions  must be held for a period of 60 days, in the  aggregate,  before they
can be closed at a profit.  Any short term  trading  profits  are subject to the
disgorgement  procedures  outlined  above  and at the  maximum  level of  profit
obtained. The closing of positions at a loss is not prohibited.

(c)  All  Investment  Personnel  and  Portfolio  Managers  are  prohibited  from
receiving  anything  of more than a de  minimis  value from any person or entity
that does business  with or on behalf of any account or client.  Things of value
may  include,  but  not  be  limited  to,  travel  expenses,  special  deals  or
incentives.

(d) All  Investment  Personnel  and  Portfolio  Managers  require  PRIOR written
approval  from the Legal or Compliance  Department  before they may serve on the
board of directors of any public company.


                                        5


III. In addition to the  requirements  noted in Sections I and II, the following
     additional restrictions apply to all Portfolio Managers.

(a) No  Portfolio  Manager  may  execute a buy or sell order for an account  for
which he/she has beneficial ownership within seven calendar days before or after
an investment  company or separate  account that he/she  manages  trades in that
security.

(b) Despite  any fault or  impropriety,  any  Portfolio  Manager who  executes a
personal  transaction  within seven  calendar days before or after an investment
company or separate  account that he/she manages trades in that security,  shall
forfeit any profits  made (in the event of  purchases)  or loss  avoided (in the
event of sales), whether realized or unrealized,  in the period from the date of
the personal transaction to the end of the prescribed trading period. Payment of
the  amount  forfeited  shall be made by check  or in cash to a  charity  of the
person's  choice and a copy of the check or  receipt  must be  forwarded  to the
Compliance Department.


REQUIRED REPORTS

I.   The following  reports are required to be made by all  Affiliated  Persons,
     Access Persons, Investment Personnel, Portfolio Managers.

(a) Disclose  brokerage  relationships  at employment and at the time of opening
any new account.

(b) Direct their  brokers to supply to the  Compliance  Department,  on a timely
basis,  duplicate copies of all  confirmations and statements for all securities
accounts and Managed Accounts.

(c) All Delaware  Investments  Mutual Funds and Optimum Fund Trust accounts will
be required to be held in-house.

(d) Each quarter,  no later than 20 days after the end of the calendar  quarter,
submit to the Compliance  Department a personal  transaction summary showing all
transactions  in  securities  in accounts  which such person has or acquires any
direct or indirect beneficial ownership.  Each Director who is not an interested
person shall submit the  quarterly  reports only for  transactions  where at the
time  of the  transaction  the  director  knew,  or in the  ordinary  course  of
fulfilling his official duties as a director should have known,  that during the
fifteen day period  immediately  preceding  the date of the  transaction  by the
director,  such  security was  purchased  or sold by the  Account's or was being
considered for purchase or sale by the Account's.

Every report will contain the following information:
     (i) the date of the transaction,  the name and the number of shares and the
     principal amount of each security involved;
     (ii) the nature of the transaction (i.e., purchase,  sale or any other type
     of acquisition or disposition);
     (iii) the price at which the transaction was effected;
     (iv) the name of the broker, dealer or bank effecting the transaction.


                                        6


(e) All Affiliated Persons must annually certify that they have read, understand
and  complied  with  this  Code of  Ethics  and  all  disclosure  and  reporting
requirements contained therein.

II.  In  addition  to the above  reporting  requirements,  all  Access  Persons,
     Investment Personnel and Portfolio Managers must:

(a)  Provide an initial holdings report no later than 10 days upon  commencement
     of employment that discloses all personal securities holdings.

(b)  Provide an annual  holdings  report  containing  information  regarding all
     personal securities  holdings.  This report must be current as of a date no
     more than 45 days before the report is submitted.

SANCTIONS/VIOLATIONS

Strict  compliance with the provisions of the Code of Ethics is considered to be
a basic provision of your employment.  Any violation of the Code of Ethics by an
employee will be considered serious and may result in disciplinary action, which
may include, but is not limited to unwinding of trades, disgorgement of profits,
warning,  monetary fine or censure,  suspension of personal trading  privileges,
and suspension or termination of employment.  Repeated  offenses will be subject
to additional sanctions of increasing severity.


ADMINISTRATIVE PROCEDURES

(a) The Compliance  Department of Delaware will identify all Affiliated Persons,
Access Persons, Investment Personnel and Portfolio Managers and will notify them
of this  classification  and their  obligations  under this Code. The Compliance
Department   will  also  maintain   procedures   regarding  the  review  of  all
notifications  and reports  required to be made pursuant to Rule 17j-1 under the
Investment Company Act of 1940, Rule 204A-1 under the Investment Advisers Act of
1940, or this Code and the Compliance  Department will review all  notifications
and reports, such as portfolio holdings and securities transaction reports.

(b) The Legal or  Compliance  Department  shall  report to the Chief  Compliance
Officer and the President or Chief Executive Officer any apparent  violations of
the  prohibitions  or reporting  requirements  contained in this Code of Ethics.
Such Chief Executive Officer or President, or both, will review the reports made
and  determine  whether  or not the Code of Ethics has been  violated  and shall
determine what sanctions,  if any, should be imposed in addition to any that may
already have been imposed.  On a quarterly  basis,  a summary report of material
violations  of the Code and the  sanctions  imposed will be made to the Board of
Directors or Committee of Directors created for that purpose.  In reviewing this
report, the Board will consider whether the appropriate  sanctions were imposed.
When the Legal  Department finds that a transaction  otherwise  reportable above
could  not  reasonably  be  found  to  have  resulted  in  a  fraud,  deceit  or
manipulative  practice in violation of Rule 17j-1(b), it may, in its discretion,
lodge a written memorandum of such finding in lieu of reporting the transaction.


                                        7


(c) All material purchases and sales  specifically  approved by the President or
Chief  Executive  Officer in  accordance  with Section  (I)(b)(D) of  Prohibited
Activities,  as  described  herein,  shall be  reported to the Board at its next
regular meeting.

(d) The Board of Directors,  including a majority of independent directors, must
approve  the  Fund's  Code,  as well as the Code of any  adviser  and  principal
underwriter.  If an adviser or underwriter makes a material changes to its code,
the Board must approve the  material  change  within six months.  The Board must
base its approval of a code of ethics,  or a material  change to a code,  upon a
determination that the code contains provisions  reasonable necessary to prevent
"access persons" from violating the anti-fraud provisions of the Rule 17j-1.

(e) At least once a year,  the Board must be provided a written report from each
Rule 17j-1 organization that (1) describes issues that arose during the previous
year under the code or  procedures  applicable  to the Rule 17j-1  organization,
including,  but not limited to,  information  about  material  code or procedure
violations and sanctions  imposed in response to those  material  violations and
(2) certifies to the Fund's board that the Rule 17j-1  organization  has adopted
procedures reasonably necessary to prevent its access persons from violating its
Code of Ethics.


                                        8


                 Addendum to Delaware Investments Code of Ethics

Effective April 1, 2001, the Delaware Investments Code of Ethics (the "Code") is
being amended to reflect the  integration  of the former Lincoln 401K Group into
Retirement Financial Services,  Inc. All employees of this Fort Wayne based unit
are  "affiliated  persons"  under the Code and  consequently  are subject to all
applicable  requirements  except  that they will not be subject to  requirements
specified in Part I, Prohibited Activities,  Sections (b) (other than the Mutual
Funds  listed  in  Appendix  A which  will  require  preclearance)  through  (e)
inclusive.


                                        9


Appendix A - List of Mutual Funds/Collective  Investment Vehicles subject to the
Code of Ethics

o    All Delaware Investments Family of Funds
o    All Optimum Fund Trust Funds
o    All Lincoln National VIP Funds
o    Consulting Group Capital Markets Funds - Small  Capitalization Value Equity
      Investments
o    First Tennessee - First Funds Capital Appreciation
o    First Tennessee - First Horizon Capital Appreciation
o    First Mercantile Trust Preferred Trust Fund
o    Frank Russell Investment Company - Select Growth Fund
o    Frank Russell  Investment  Company - Fixed Income  I/Russell  Multi-Manager
      Bond Fund
o    Frank Russell Investment Company - Fixed Income III Fund
o    Frank Russell Investment Company - Multistrategy Bond Fund
o    Frank Russell Investment Company - Tax-Exempt Bond Fund
o    Frank Russell Trust Company - Russell Common Trust Core Bond Fund
o    Frank  Russell Trust Company - Russell  Concentrated  Aggressive  Portfolio
      Fund
o    Frank Russell Trust Company - Russell Growth Fund
o    Frank Russell  Company Limited - Frank Russell  Multi-Strategy  Global Bond
      Fund
o    Frank  Russell  Investments  (Cayman)  Limited - Frank  Russell  Investment
      Company plc - The U.S. Bond Fund
o    Frank Russell  Company Limited - Integritas  Mutli-Manager  Fund plc - U.S.
      Equity Fund
o    Mercantile Capital Opportunities Fund
o    MLIG Roszel/Delaware Small Cap Portfolio
o    MLIG Roszel/Delaware Trend Portfolio
o    SEI Global Investments Fund plc - US Large Cap Growth Fund
o    SEI Global Markets Fund plc - US Small Companies Fund
o    SEI Institutional Investments Trust - Large Cap Fund
o    SEI Institutional Investments Trust - Small Cap Fund
o    SEI Institutional Investments Trust - Small/Mid Cap Equity Fund
o    SEI Institutional Managed Trust - Large Cap Diversified Alpha Fund
o    SEI Institutional Managed Trust - Large Cap Growth Fund
o    SEI Institutional Managed Trust - Small Cap Growth Fund
o    SEI Institutional Managed Trust - Tax Managed Large Cap Fund
o    SEI Institutional Managed Trust - Tax Managed Small Cap Fund
o    SEI Investments Group of Funds - U.S. Large Company Equity Fund
o    UBS Pace Small/Medium Co Growth Equity Fund
o    WM Trust II Small Cap Growth Fund
o    WM Variable Trust Small Cap Growth Fund
o    Wilshire Mutual Funds, Inc. - Large Company Growth Portfolio


                                       10
EX-99.P 9 ex99p3.htm Exhibit No. EX-99.p.3 

                                                           Exhibit No. EX-99.p.3


                                 CODE OF ETHICS
                      Lincoln Financial Distributors, Inc.

CREDO

It is the duty of all Lincoln Financial Distributors, Inc., employees, officers,
and directors to conduct  themselves  with  integrity  and at all times.  In the
interest of this Credo, all personal  transactions will be conducted  consistent
with the Code of Ethics and in such a manner as to avoid any actual or potential
conflict  of  interest  or any abuse of an  individual's  position  of trust and
responsibility.  The fundamental  standard of this Code is that personnel should
not take any inappropriate advantage of their position.

                  Standards of Conduct and Compliance with Laws

Pursuant to Rule 204A-1 under the Advisers Act it is unlawful for any investment
adviser including any LFD employees, officers or directors, thereof, to:
     1.   Employ  any  device,  scheme  or  artifice  to  defraud  the  Delaware
          Investments Family of Funds or Optimum Funds;
     2.   Make  any  untrue  statement  of a  material  fact or omit to  state a
          material fact necessary in order to make the statements made, in light
          of the circumstances in which they are made, not misleading;
     3.   Engage in any act,  practice  or course of business  that  operates or
          would operate as a fraud or deceit; or
     4.   Engage in any manipulative practice.


                              Prohibited Activities

The following restrictions apply to Lincoln Financial Distributors, Inc. ("LFD")
employees, officers and directors:

          o    Insider Trading
          Insider  trading is a  prohibited  practice  of trading in  securities
          based on material nonpublic information. All LFD employees,  officers,
          directors are prohibited from trading,  either personally or on behalf
          of others (including family) on material nonpublic information or from
          communicating   material  nonpublic   information  to  others.   These
          individuals  are also  prohibited  from giving  advice based on inside
          information.

          o    Use of Unapproved Advertisements and Sales Materials
          All  advertisements  and all sales materials which will be used with a
          prospect or client of the financial intermediaries must be approved by
          Compliance  prior to use.  Failure to submit an  advertisement or sale
          material  may subject an  individual  to  sanctions  including a fine,
          suspension or termination.

          o    Mutual Fund Late Trading and Market Timing Abuses
               o    Late trading is illegal under SEC Rules because late trading
                    would permit a purchase or redemption  order  received after
                    4:00 p.m. to receive the share price  calculated  as of 4:00
                    p.m. that same day.

               o    Market  timing   trades,   while  not  illegal,   harm  fund
                    investors; therefore, market timing is strongly discouraged.
                    If a fund like the Delaware  Investments  Family of Funds or
                    Optimum Funds have rules  restricting  market timing,  those
                    rules must be followed and will be strictly enforced by LFD.

               o    The Board of  Trustees  of the  Optimum  Funds and  Delaware
                    Distributors,  L.P. adopted policies and procedures designed
                    to detect, deter and prevent trading activity detrimental to
                    the Funds and their shareholders, such as market timing. The
                    Funds  discourage  market  timing  and  purchase  orders  by
                    shareholders  identified  as market  timers may be rejected.
                    All  Mutual  Funds  advised  or   sub-advised   by  Delaware
                    Investments,  Inc. are subject to the 60-day  holding period
                    before  selling  shares of the  Funds at a  profit.  Closing
                    positions at a loss is not prohibited

               o    All LFD  employees,  officers and directors  are  prohibited
                    from   engaging  in  selective   sharing  or  disclosure  of
                    portfolio holdings information in a manner inconsistent with
                    the written policy regarding the  dissemination of portfolio
                    holdings  information for the Delaware Investments Family of
                    Funds.

               o    All LFD  employees,  officers and directors  are  prohibited
                    from using Fund  information  for their own personal gain or
                    for any clients of the firm.

               o    Any  LFD  employees,  officers  and  directors  who  own any
                    Delaware  Investments  Family of Funds or the Optimum  Funds
                    must hold them in-house directly with Delaware  Investments,
                    Inc.

          o    Selling Away
               A registered representative must obtain written approval from LFD
               Compliance  prior  to  participating  in any  private  securities
               transaction,  otherwise  the  activity  is selling  away which is
               prohibited.  A private  securities  transaction is any securities
               transaction   that  is  executed   outside,   or  away  from  the
               supervision  of  LFD.  The  definition   includes   money-raising
               activities,  offerings involving a limited number of purchases or
               sales,  issuing  promissory notes,  purchase of private placement
               and some multi-level marketing programs.

          o    Purchase of Initial Public Offerings
               All LFD employees, officers, directors and their immediate family
               members are prohibited from purchasing Initial Public Offerings.

          o    Engage In Prohibited Sales and Marketing Practices
               Certain sales  practices are  specifically  prohibited by various
               Federal and State laws,  including  the NAIC Model  Unfair  Trade
               Practices Act,  which has been adopted by many states.  Among the
               sale  practices  that  registered  representatives  and employees
               should not engage in include:
               o    Arranging For credit
               o    Bashing
               o    Business Valuation
               o    Churning
               o    Deceptive Practices
               o    Fraud
               o    High Pressure Tactics
               o    Rebating
               o    Unfair Trade Practices
               o    Twisting

          A    comprehensive list of policies and procedures are included in the
               LFD Compliance Manual.

               Protection of Lincoln Client Nonpublic Information

LFD only  allows  access  to  Lincoln  client  non-public  information  to those
individuals  who need to know it in order to provide  products or  services,  or
perform services on LFD's behalf.  Individuals who have access to Lincoln client
non-public   information  must  keep  such  information  strictly  confidential.
Officers, directors, registered principals and registered representatives of LFD
and  any  associated   persons  must  prevent  disclosure  of  client  nonpublic
information  to  individuals  who do not need the  information  to perform their
duties.

                                Required Reports

The following reports are required to be made by all LFD's associated persons.
Associated persons include any officers,  directors,  partners,  or non-clerical
employees of LFD.

o    Disclose  outside  brokerage  accounts  at  employment  and at the  time of
     opening any new accounts
o    Direct  their  brokers  to supply  to LFD  Compliance,  on a timely  basis,
     duplicate  copies of all  confirmations  and  statements for all securities
     accounts
o    Annually certify that they have read the Code of Ethics and any amendments,
     and fully complied with this Code of Ethics

                              Reporting Violations

The supervisory principals and managers shall report to the LFD Chief Compliance
Officer (the "CCO") any apparent  violations  of the  prohibitions  or reporting
requirements  contained in this Code of Ethics.  The CCO will review the reports
made and determine whether or not the Code of Ethics has been violated and shall
determine what sanctions,  if any, should be imposed in addition to any that may
already have been imposed.

The CCO will advise the Board of  Directors/Trustees of the Delaware Investments
Family of Funds and the  Delaware  Distributors,  L.P Board of  Directors of any
issues  arising  under  the  Code of  Ethics,  including,  but not  limited  to,
information  about  material  violations  of the Code of  Ethics  and  sanctions
imposed in response to the material violations.

                                  Recordkeeping
LFD must keep copies of:
o    LFD's Code of Ethics
o    Records  of  violations  of the Code and  actions  taken as a result of the
     violations
o    Written   records    acknowledging   all   supervised    persons'   written
     acknowledgment of LFD's Code of Ethics

All records must be kept in an appropriate office for two years and in an easily
accessible place after that for a total of 5 years.


Revised -12/05
EX-99.Q 10 ex99q.htm Exhibit No. EX-99.q 

                                                             Exhibit No. EX-99.q

[DELAWARE INVESTMENTS LOGO]
                                POWER OF ATTORNEY



     I, the undersigned member of the Boards of  Trustees/Directors  of Delaware
Investments  Family of Funds listed below (the "Trusts"),  hereby constitute and
appoint David F. Connor,  Patrick P. Coyne, David P. O'Connor 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,  all Registration  Statements of the Trusts on
Form  N-1A,  Form  N-8A  or  any  successor  thereto,  any  and  all  subsequent
Amendments,  Pre-Effective  Amendments,  or  Post-Effective  Amendments  to said
Registration  Statements on Form N-1A or any successor thereto, any Registration
Statements on Form N-14, and any supplements or other  instruments in connection
therewith,  and  generally  to do all  such  things  in my name  and  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
15th day of November, 2006.


/s/ Thomas L. Bennett
Thomas L. Bennett



- --------------------------------------------------------------------------------------------------------------
                      Delaware Investments Family of Funds

Delaware Group Adviser Funds                     Voyageur Insured Funds
Delaware Group Cash Reserve                      Voyageur Intermediate Tax-Free Funds
Delaware Group Equity Funds I                    Voyageur Investment Trust
Delaware Group Equity Funds II                   Voyageur Mutual Funds
Delaware Group Equity Funds III                  Voyageur Mutual Funds II
Delaware Group Equity Funds IV                   Voyageur Mutual Funds III
Delaware Group Equity Funds V                    Voyageur Tax Free Funds
Delaware Group Foundation Funds                  Delaware Investments Dividend and Income Fund, Inc.
Delaware Group Global & International Funds      Delaware Investments Global Dividend and Income Fund, Inc.
Delaware Group Government Fund                   Delaware Investments Arizona Municipal Income Fund, Inc.
Delaware Group Income Funds                      Delaware Investments Colorado Insured Municipal Income Fund, Inc.
Delaware Group Limited-Term Government Funds     Delaware Investments Florida Insured Municipal Income Fund
Delaware Group State Tax-Free Income Trust       Delaware Investments Minnesota Municipal Income Fund, Inc.
Delaware Group Tax-Free Fund                     Delaware Investments Minnesota Municipal Income Fund II, Inc.
Delaware Group Tax-Free Money Fund               Delaware Investments Minnesota Municipal Income Fund III, Inc.
Delaware Investments Municipal Trust
Delaware Pooled Trust
Delaware VIP Trust





[DELAWARE INVESTMENTS LOGO]
                               POWER OF ATTORNEY


     I, the undersigned member of the Boards of  Trustees/Directors  of Delaware
Investments  Family of Funds listed below (the "Trusts"), hereby  constitute and
appoint David F. Connor,  David P. O'Connor 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, all  Registration  Statements of the Trusts on Form N-1A,
Form  N-8A  or  any  successor  thereto,  any  and  all  subsequent  Amendments,
Pre-Effective  Amendments,  or  Post-Effective  Amendments to said  Registration
Statements on Form N-1A or any successor thereto, any Registration Statements on
Form N-14, and any supplements or other instruments in connection therewith, and
generally to do all such things in my name and 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
15th day of November, 2006.


/s/ Patrick P. Coyne
Patrick P. Coyne

- -------------------------------------------------------------------------------------------------------------
                      Delaware Investments Family of Funds

Delaware Group Adviser Funds                     Voyageur Insured Funds
Delaware Group Cash Reserve                      Voyageur Intermediate Tax-Free Funds
Delaware Group Equity Funds I                    Voyageur Investment Trust
Delaware Group Equity Funds II                   Voyageur Mutual Funds
Delaware Group Equity Funds III                  Voyageur Mutual Funds II
Delaware Group Equity Funds IV                   Voyageur Mutual Funds III
Delaware Group Equity Funds V                    Voyageur Tax Free Funds
Delaware Group Foundation Funds                  Delaware Investments Dividend and Income Fund, Inc.
Delaware Group Global & International Funds      Delaware Investments Global Dividend and Income Fund, Inc.
Delaware Group Government Fund                   Delaware Investments Arizona Municipal Income Fund, Inc.
Delaware Group Income Funds                      Delaware Investments Colorado Insured Municipal Income Fund, Inc.
Delaware Group Limited-Term Government Funds     Delaware Investments Florida Insured Municipal Income Fund
Delaware Group State Tax-Free Income Trust       Delaware Investments Minnesota Municipal Income Fund, Inc.
Delaware Group Tax-Free Fund                     Delaware Investments Minnesota Municipal Income Fund II, Inc.
Delaware Group Tax-Free Money Fund               Delaware Investments Minnesota Municipal Income Fund III, Inc.
Delaware Investments Municipal Trust
Delaware Pooled Trust
Delaware VIP Trust





[DELAWARE INVESTMENTS LOGO]
                                POWER OF ATTORNEY



     I, the undersigned member of the Boards of  Trustees/Directors  of Delaware
Investments  Family of Funds listed below (the "Trusts"),  hereby constitute and
appoint David F. Connor,  Patrick P. Coyne, David P. O'Connor 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,  all Registration  Statements of the Trusts on
Form  N-1A,  Form  N-8A  or  any  successor  thereto,  any  and  all  subsequent
Amendments,  Pre-Effective  Amendments,  or  Post-Effective  Amendments  to said
Registration  Statements on Form N-1A or any successor thereto, any Registration
Statements on Form N-14, and any supplements or other  instruments in connection
therewith,  and  generally  to do all  such  things  in my name  and  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
15th day of November, 2006.


/s/ John A. Fry
John A. Fry



- ---------------------------------------------------------------------------------------------------------------
                      Delaware Investments Family of Funds

Delaware Group Adviser Funds                     Voyageur Insured Funds
Delaware Group Cash Reserve                      Voyageur Intermediate Tax-Free Funds
Delaware Group Equity Funds I                    Voyageur Investment Trust
Delaware Group Equity Funds II                   Voyageur Mutual Funds
Delaware Group Equity Funds III                  Voyageur Mutual Funds II
Delaware Group Equity Funds IV                   Voyageur Mutual Funds III
Delaware Group Equity Funds V                    Voyageur Tax Free Funds
Delaware Group Foundation Funds                  Delaware Investments Dividend and Income Fund, Inc.
Delaware Group Global & International Funds      Delaware Investments Global Dividend and Income Fund, Inc.
Delaware Group Government Fund                   Delaware Investments Arizona Municipal Income Fund, Inc.
Delaware Group Income Funds                      Delaware Investments Colorado Insured Municipal Income Fund, Inc.
Delaware Group Limited-Term Government Funds     Delaware Investments Florida Insured Municipal Income Fund
Delaware Group State Tax-Free Income Trust       Delaware Investments Minnesota Municipal Income Fund, Inc.
Delaware Group Tax-Free Fund                     Delaware Investments Minnesota Municipal Income Fund II, Inc.
Delaware Group Tax-Free Money Fund               Delaware Investments Minnesota Municipal Income Fund III, Inc.
Delaware Investments Municipal Trust
Delaware Pooled Trust
Delaware VIP Trust





[DELAWARE INVESTMENTS LOGO]
                                POWER OF ATTORNEY



     I, the undersigned member of the Boards of  Trustees/Directors  of Delaware
Investments  Family of Funds listed below (the "Trusts"),  hereby constitute and
appoint David F. Connor,  Patrick P. Coyne, David P. O'Connor 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,  all Registration  Statements of the Trusts on
Form  N-1A,  Form  N-8A  or  any  successor  thereto,  any  and  all  subsequent
Amendments,  Pre-Effective  Amendments,  or  Post-Effective  Amendments  to said
Registration  Statements on Form N-1A or any successor thereto, any Registration
Statements on Form N-14, and any supplements or other  instruments in connection
therewith,  and  generally  to do all  such  things  in my name  and  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
15th day of November, 2006.


/s/ Anthony D. Knerr
Anthony D. Knerr



- --------------------------------------------------------------------------------------------------------------
                      Delaware Investments Family of Funds

Delaware Group Adviser Funds                     Voyageur Insured Funds
Delaware Group Cash Reserve                      Voyageur Intermediate Tax-Free Funds
Delaware Group Equity Funds I                    Voyageur Investment Trust
Delaware Group Equity Funds II                   Voyageur Mutual Funds
Delaware Group Equity Funds III                  Voyageur Mutual Funds II
Delaware Group Equity Funds IV                   Voyageur Mutual Funds III
Delaware Group Equity Funds V                    Voyageur Tax Free Funds
Delaware Group Foundation Funds                  Delaware Investments Dividend and Income Fund, Inc.
Delaware Group Global & International Funds      Delaware Investments Global Dividend and Income Fund, Inc.
Delaware Group Government Fund                   Delaware Investments Arizona Municipal Income Fund, Inc.
Delaware Group Income Funds                      Delaware Investments Colorado Insured Municipal Income Fund, Inc.
Delaware Group Limited-Term Government Funds     Delaware Investments Florida Insured Municipal Income Fund
Delaware Group State Tax-Free Income Trust       Delaware Investments Minnesota Municipal Income Fund, Inc.
Delaware Group Tax-Free Fund                     Delaware Investments Minnesota Municipal Income Fund II, Inc.
Delaware Group Tax-Free Money Fund               Delaware Investments Minnesota Municipal Income Fund III, Inc.
Delaware Investments Municipal Trust
Delaware Pooled Trust
Delaware VIP Trust





[DELAWARE INVESTMENTS LOGO]
                                POWER OF ATTORNEY



     I, the undersigned  member of Delaware  Investments  Family of Funds listed
below (the "Trusts"),  hereby constitute and appoint David F. Connor, Patrick P.
Coyne, David P. O'Connor 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,  all
Registration  Statements of the Trusts on Form N-1A,  Form N-8A or any successor
thereto,  any  and  all  subsequent  Amendments,  Pre-Effective  Amendments,  or
Post-Effective  Amendments to said  Registration  Statements on Form N-1A or any
successor thereto, any Registration Statements on Form N-14, and any supplements
or other  instruments  in  connection  therewith,  and  generally to do all such
things in my name and be half 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
15th day of November, 2006.


/s/ Lucinda S. Landreth
Lucinda S. Landreth



- -------------------------------------------------------------------------------------------------------------
                      Delaware Investments Family of Funds

Delaware Group Adviser Funds                     Voyageur Insured Funds
Delaware Group Cash Reserve                      Voyageur Intermediate Tax-Free Funds
Delaware Group Equity Funds I                    Voyageur Investment Trust
Delaware Group Equity Funds II                   Voyageur Mutual Funds
Delaware Group Equity Funds III                  Voyageur Mutual Funds II
Delaware Group Equity Funds IV                   Voyageur Mutual Funds III
Delaware Group Equity Funds V                    Voyageur Tax Free Funds
Delaware Group Foundation Funds                  Delaware Investments Dividend and Income Fund, Inc.
Delaware Group Global & International Funds      Delaware Investments Global Dividend and Income Fund, Inc.
Delaware Group Government Fund                   Delaware Investments Arizona Municipal Income Fund, Inc.
Delaware Group Income Funds                      Delaware Investments Colorado Insured Municipal Income Fund, Inc.
Delaware Group Limited-Term Government Funds     Delaware Investments Florida Insured Municipal Income Fund
Delaware Group State Tax-Free Income Trust       Delaware Investments Minnesota Municipal Income Fund, Inc.
Delaware Group Tax-Free Fund                     Delaware Investments Minnesota Municipal Income Fund II, Inc.
Delaware Group Tax-Free Money Fund               Delaware Investments Minnesota Municipal Income Fund III, Inc.
Delaware Investments Municipal Trust
Delaware Pooled Trust
Delaware VIP Trust





[DELAWARE INVESTMENTS LOGO]
                                POWER OF ATTORNEY



     I, the undersigned member of the Boards of  Trustees/Directors  of Delaware
Investments  Family of Funds listed below (the "Trusts"),  hereby constitute and
appoint David F. Connor,  Patrick P. Coyne, David P. O'Connor 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,  all Registration  Statements of the Trusts on
Form  N-1A,  Form  N-8A  or  any  successor  thereto,  any  and  all  subsequent
Amendments,  Pre-Effective  Amendments,  or  Post-Effective  Amendments  to said
Registration  Statements on Form N-1A or any successor thereto, any Registration
Statements on Form N-14, and any supplements or other  instruments in connection
therewith,  and  generally  to do all  such  things  in my name  and  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
15th day of November, 2006.


/s/ Ann R. Leven
Ann R. Leven



- --------------------------------------------------------------------------------------------------------------
                      Delaware Investments Family of Funds

Delaware Group Adviser Funds                     Voyageur Insured Funds
Delaware Group Cash Reserve                      Voyageur Intermediate Tax-Free Funds
Delaware Group Equity Funds I                    Voyageur Investment Trust
Delaware Group Equity Funds II                   Voyageur Mutual Funds
Delaware Group Equity Funds III                  Voyageur Mutual Funds II
Delaware Group Equity Funds IV                   Voyageur Mutual Funds III
Delaware Group Equity Funds V                    Voyageur Tax Free Funds
Delaware Group Foundation Funds                  Delaware Investments Dividend and Income Fund, Inc.
Delaware Group Global & International Funds      Delaware Investments Global Dividend and Income Fund, Inc.
Delaware Group Government Fund                   Delaware Investments Arizona Municipal Income Fund, Inc.
Delaware Group Income Funds                      Delaware Investments Colorado Insured Municipal Income Fund, Inc.
Delaware Group Limited-Term Government Funds     Delaware Investments Florida Insured Municipal Income Fund
Delaware Group State Tax-Free Income Trust       Delaware Investments Minnesota Municipal Income Fund, Inc.
Delaware Group Tax-Free Fund                     Delaware Investments Minnesota Municipal Income Fund II, Inc.
Delaware Group Tax-Free Money Fund               Delaware Investments Minnesota Municipal Income Fund III, Inc.
Delaware Investments Municipal Trust
Delaware Pooled Trust
Delaware VIP Trust





[DELAWARE INVESTMENTS LOGO]
                                POWER OF ATTORNEY



     I, the undersigned member of the Boards of  Trustees/Directors  of Delaware
Investments  Family of Funds listed below (the "Trusts"),  hereby constitute and
appoint David F. Connor,  Patrick P. Coyne, David P. O'Connor 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,  all Registration  Statements of the Trusts on
Form  N-1A,  Form  N-8A  or  any  successor  thereto,  any  and  all  subsequent
Amendments,  Pre-Effective  Amendments,  or  Post-Effective  Amendments  to said
Registration  Statements on Form N-1A or any successor thereto, any Registration
Statements on Form N-14, and any supplements or other  instruments in connection
therewith,  and  generally  to do all  such  things  in my name  and  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
15th day of November, 2006.


/s/ Thomas F. Madison
Thomas F. Madison



- --------------------------------------------------------------------------------------------------------------
                      Delaware Investments Family of Funds

Delaware Group Adviser Funds                     Voyageur Insured Funds
Delaware Group Cash Reserve                      Voyageur Intermediate Tax-Free Funds
Delaware Group Equity Funds I                    Voyageur Investment Trust
Delaware Group Equity Funds II                   Voyageur Mutual Funds
Delaware Group Equity Funds III                  Voyageur Mutual Funds II
Delaware Group Equity Funds IV                   Voyageur Mutual Funds III
Delaware Group Equity Funds V                    Voyageur Tax Free Funds
Delaware Group Foundation Funds                  Delaware Investments Dividend and Income Fund, Inc.
Delaware Group Global & International Funds      Delaware Investments Global Dividend and Income Fund, Inc.
Delaware Group Government Fund                   Delaware Investments Arizona Municipal Income Fund, Inc.
Delaware Group Income Funds                      Delaware Investments Colorado Insured Municipal Income Fund, Inc.
Delaware Group Limited-Term Government Funds     Delaware Investments Florida Insured Municipal Income Fund
Delaware Group State Tax-Free Income Trust       Delaware Investments Minnesota Municipal Income Fund, Inc.
Delaware Group Tax-Free Fund                     Delaware Investments Minnesota Municipal Income Fund II, Inc.
Delaware Group Tax-Free Money Fund               Delaware Investments Minnesota Municipal Income Fund III, Inc.
Delaware Investments Municipal Trust
Delaware Pooled Trust
Delaware VIP Trust





[DELAWARE INVESTMENTS LOGO]
                                POWER OF ATTORNEY



     I, the Chief  Financial  Officer of  Delaware  Investments  Family of Funds
listed below (the  "Trusts"),  hereby  constitute  and appoint  David F. Connor,
Patrick P. Coyne and David P.  O'Connor,  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,  all
Registration  Statements of the Trusts on Form N-1A,  Form N-8A or any successor
thereto,  any  and  all  subsequent  Amendments,  Pre-Effective  Amendments,  or
Post-Effective  Amendments to said  Registration  Statements on Form N-1A or any
successor thereto, any Registration Statements on Form N-14, and any supplements
or other  instruments  in  connection  therewith,  and  generally to do all such
things in my name and 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
15th day of November, 2006.


/s/ Richard Salus
Richard Salus



- --------------------------------------------------------------------------------------------------------------
                      Delaware Investments Family of Funds

Delaware Group Adviser Funds                     Voyageur Insured Funds
Delaware Group Cash Reserve                      Voyageur Intermediate Tax-Free Funds
Delaware Group Equity Funds I                    Voyageur Investment Trust
Delaware Group Equity Funds II                   Voyageur Mutual Funds
Delaware Group Equity Funds III                  Voyageur Mutual Funds II
Delaware Group Equity Funds IV                   Voyageur Mutual Funds III
Delaware Group Equity Funds V                    Voyageur Tax Free Funds
Delaware Group Foundation Funds                  Delaware Investments Dividend and Income Fund, Inc.
Delaware Group Global & International Funds      Delaware Investments Global Dividend and Income Fund, Inc.
Delaware Group Government Fund                   Delaware Investments Arizona Municipal Income Fund, Inc.
Delaware Group Income Funds                      Delaware Investments Colorado Insured Municipal Income Fund, Inc.
Delaware Group Limited-Term Government Funds     Delaware Investments Florida Insured Municipal Income Fund
Delaware Group State Tax-Free Income Trust       Delaware Investments Minnesota Municipal Income Fund, Inc.
Delaware Group Tax-Free Fund                     Delaware Investments Minnesota Municipal Income Fund II, Inc.
Delaware Group Tax-Free Money Fund               Delaware Investments Minnesota Municipal Income Fund III, Inc.
Delaware Investments Municipal Trust
Delaware Pooled Trust
Delaware VIP Trust





[DELAWARE INVESTMENTS LOGO]
                                POWER OF ATTORNEY



     I, the undersigned member of the Boards of  Trustees/Directors  of Delaware
Investments  Family of Funds listed below (the "Trusts"),  hereby constitute and
appoint David F. Connor,  Patrick P. Coyne, David P. O'Connor 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,  all Registration  Statements of the Trusts on
Form  N-1A,  Form  N-8A  or  any  successor  thereto,  any  and  all  subsequent
Amendments,  Pre-Effective  Amendments,  or  Post-Effective  Amendments  to said
Registration  Statements on Form N-1A or any successor thereto, any Registration
Statements on Form N-14, and any supplements or other  instruments in connection
therewith,  and  generally  to do all  such  things  in my name  and  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
15th day of November, 2006.



/s/ Jan L. Yeomans
Jan L. Yeomans



- --------------------------------------------------------------------------------------------------------------
                      Delaware Investments Family of Funds

Delaware Group Adviser Funds                     Voyageur Insured Funds
Delaware Group Cash Reserve                      Voyageur Intermediate Tax-Free Funds
Delaware Group Equity Funds I                    Voyageur Investment Trust
Delaware Group Equity Funds II                   Voyageur Mutual Funds
Delaware Group Equity Funds III                  Voyageur Mutual Funds II
Delaware Group Equity Funds IV                   Voyageur Mutual Funds III
Delaware Group Equity Funds V                    Voyageur Tax Free Funds
Delaware Group Foundation Funds                  Delaware Investments Dividend and Income Fund, Inc.
Delaware Group Global & International Funds      Delaware Investments Global Dividend and Income Fund, Inc.
Delaware Group Government Fund                   Delaware Investments Arizona Municipal Income Fund, Inc.
Delaware Group Income Funds                      Delaware Investments Colorado Insured Municipal Income Fund, Inc.
Delaware Group Limited-Term Government Funds     Delaware Investments Florida Insured Municipal Income Fund
Delaware Group State Tax-Free Income Trust       Delaware Investments Minnesota Municipal Income Fund, Inc.
Delaware Group Tax-Free Fund                     Delaware Investments Minnesota Municipal Income Fund II, Inc.
Delaware Group Tax-Free Money Fund               Delaware Investments Minnesota Municipal Income Fund III, Inc.
Delaware Investments Municipal Trust
Delaware Pooled Trust
Delaware VIP Trust





[DELAWARE INVESTMENTS LOGO]
                                POWER OF ATTORNEY



     I, the undersigned member of the Boards of  Trustees/Directors  of Delaware
Investments  Family of Funds listed below (the "Trusts"),  hereby constitute and
appoint David F. Connor,  Patrick P. Coyne, David P. O'Connor 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,  all Registration  Statements of the Trusts on
Form  N-1A,  Form  N-8A  or  any  successor  thereto,  any  and  all  subsequent
Amendments,  Pre-Effective  Amendments,  or  Post-Effective  Amendments  to said
Registration  Statements on Form N-1A or any successor thereto, any Registration
Statements on Form N-14, and any supplements or other  instruments in connection
therewith,  and  generally  to do all  such  things  in my name  and  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
15th day of November, 2006.



/s/ J. Richard Zecher
J. Richard Zecher



- ---------------------------------------------------------------------------------------------------------------
                      Delaware Investments Family of Funds

Delaware Group Adviser Funds                     Voyageur Insured Funds
Delaware Group Cash Reserve                      Voyageur Intermediate Tax-Free Funds
Delaware Group Equity Funds I                    Voyageur Investment Trust
Delaware Group Equity Funds II                   Voyageur Mutual Funds
Delaware Group Equity Funds III                  Voyageur Mutual Funds II
Delaware Group Equity Funds IV                   Voyageur Mutual Funds III
Delaware Group Equity Funds V                    Voyageur Tax Free Funds
Delaware Group Foundation Funds                  Delaware Investments Dividend and Income Fund, Inc.
Delaware Group Global & International Funds      Delaware Investments Global Dividend and Income Fund, Inc.
Delaware Group Government Fund                   Delaware Investments Arizona Municipal Income Fund, Inc.
Delaware Group Income Funds                      Delaware Investments Colorado Insured Municipal Income Fund, Inc.
Delaware Group Limited-Term Government Funds     Delaware Investments Florida Insured Municipal Income Fund
Delaware Group State Tax-Free Income Trust       Delaware Investments Minnesota Municipal Income Fund, Inc.
Delaware Group Tax-Free Fund                     Delaware Investments Minnesota Municipal Income Fund II, Inc.
Delaware Group Tax-Free Money Fund               Delaware Investments Minnesota Municipal Income Fund III, Inc.
Delaware Investments Municipal Trust
Delaware Pooled Trust
Delaware VIP Trust
-----END PRIVACY-ENHANCED MESSAGE-----