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Voyageur Mutual Funds III – ‘N-CSR’ for 10/31/23

On:  Wednesday, 1/3/24, at 5:34pm ET   ·   As of:  1/4/24   ·   Effective:  1/4/24   ·   For:  10/31/23   ·   Accession #:  1206774-24-10   ·   File #:  811-04547

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/04/24  Voyageur Mutual Funds III         N-CSR      10/31/23    3:616K                                   DG3/FADelaware Select Growth Fund Class A (DVEAX) — Class C (DVECX) — Class R (DFSRX) — Institutional Class (VAGGX)

Annual Certified Shareholder Report by an Investment Company   —   Form N-CSR   —   ICA’40

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-CSR       Annual Certified Shareholder Report by an           HTML    485K 
                Investment Company                                               
 3: EX-99.906 CERT  Certification -- §906 - SOA'02                  HTML      8K 
 2: EX-99.CERT  Certification -- §302 - SOA'02                      HTML     17K 


‘N-CSR’   —   Annual Certified Shareholder Report by an Investment Company

Document Table of Contents

Page (sequential)   (alphabetic) Top
 
11st Page  –  Filing Submission
"Table of Contents
"Portfolio management review
"Performance summary
"Disclosure of Fund expenses
"Security type / sector allocations and top 10 equity holdings
"Schedule of investments
"Statement of assets and liabilities
"Statement of operations
"Statements of changes in net assets
"Financial highlights
"Notes to financial statements
"Report of independent registered public accounting firm
"Other Fund information
"Board of trustees and officers addendum

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N-CSR1st “Page” of 7TOCTopPreviousNextBottomJust 1st
 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number: 811-04547
   
Exact name of registrant as specified in charter: Voyageur Mutual Funds III
   
Address of principal executive offices: 610 Market Street
Philadelphia, PA 19106
   
Name and address of agent for service: David F. Connor, Esq.
610 Market Street
Philadelphia, PA 19106
   
Registrant’s telephone number, including area code: (800) 523-1918
   
Date of fiscal year end: October 31
   
Date of reporting period: October 31, 2023
  

 

Item 1. Reports to Stockholders

Annual report

US equity mutual fund

Delaware Select Growth Fund

October 31, 2023

Carefully consider the Fund’s investment objectives, risk factors, charges, and expenses before investing. This and other information can be found in the Fund’s prospectus and its summary prospectus, which may be obtained by visiting delawarefunds.com/literature or calling 800 523-1918. Investors should read the prospectus and the summary prospectus carefully before investing.

You can obtain shareholder reports and prospectuses online instead of in the mail.

Visit delawarefunds.com/edelivery.

  

Table of Contents 

Experience Delaware Funds by Macquarie®

Macquarie Asset Management (MAM) is a global asset manager that aims to deliver positive impact for everyone. MAM’s public markets businesses trace their roots to 1929 and partner with institutional and individual clients to deliver specialist active investment capabilities across global equities, fixed income, and multi-asset solutions using a conviction-based, long-term approach to investing. In the US, retail investors recognize our Delaware Funds by Macquarie family of funds as one of the oldest mutual fund families.

If you are interested in learning more about creating an investment plan, contact your financial advisor.

You can learn more about Delaware Funds or obtain a prospectus for Delaware Select Growth Fund at delawarefunds.com/literature.

Manage your account online

Check your account balance and transactions
View statements and tax forms
Make purchases and redemptions

Visit delawarefunds.com/account-access.

Macquarie Asset Management (MAM) is the asset management division of Macquarie Group. MAM is an integrated asset manager across public and private markets offering a diverse range of capabilities, including real assets, real estate, credit, equities, and multi-asset solutions.

The Fund is advised by Delaware Management Company, a series of Macquarie Investment Management Business Trust (MIMBT), a US registered investment adviser, and distributed by Delaware Distributors, L.P. (DDLP), an affiliate of MIMBT and Macquarie Group Limited.

Other than Macquarie Bank Limited ABN 46 008 583 542 (“Macquarie Bank”), any Macquarie Group entity noted in this document is not an authorized deposit-taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia). The obligations of these other Macquarie Group entities do not represent deposits or other liabilities of Macquarie Bank. Macquarie Bank does not guarantee or otherwise provide assurance in respect of the obligations of these other Macquarie Group entities. In addition, if this document relates to an investment, (a) the investor is subject to investment risk including possible delays in repayment and loss of income and principal invested and (b) none of Macquarie Bank or any other Macquarie Group entity guarantees any particular rate of return on or the performance of the investment, nor do they guarantee repayment of capital in respect of the investment.

The Fund is governed by US laws and regulations.

Table of contents

Portfolio management review 1
Performance summary 4
Disclosure of Fund expenses 8
Security type / sector allocations and top 10 equity holdings 10
Schedule of investments 11
Statement of assets and liabilities 13
Statement of operations 15
Statements of changes in net assets 16
Financial highlights 18
Notes to financial statements 26
Report of independent registered public accounting firm 37
Other Fund information 38
Board of trustees and officers addendum 45

This annual report is for the information of Delaware Select Growth Fund shareholders, but it may be used with prospective investors when preceded or accompanied by the Delaware Fund fact sheet for the most recently completed calendar quarter. These documents are available at delawarefunds.com/literature.

Unless otherwise noted, views expressed herein are current as of October 31, 2023, and subject to change for events occurring after such date. These views are not intended to be investment advice, to forecast future events, or to guarantee future results.

The Fund is not FDIC insured and is not guaranteed. It is possible to lose the principal amount invested.

All third-party marks cited are the property of their respective owners.

© 2023 Macquarie Management Holdings, Inc.

  

Table of Contents 

Portfolio management review  
Delaware Select Growth Fund October 31, 2023 (Unaudited)
Performance preview (for the year ended October 31, 2023)  
Delaware Select Growth Fund (Institutional Class shares) 1-year return +10.17%  
Delaware Select Growth Fund (Class A shares) 1-year return +9.91%  
Russell 1000® Growth Index (benchmark) 1-year return +18.95%  
Russell 3000® Growth Index (former benchmark) 1-year return +17.32%  

Past performance does not guarantee future results.

For complete, annualized performance for Delaware Select Growth Fund, please see the table on page 4.

Institutional Class shares are not subject to a sales charge and are offered for sale exclusively to certain eligible investors. In addition, Institutional Class shares pay no distribution and service fee.

The performance of Class A shares excludes the applicable sales charge. The performance of both Institutional Class shares and Class A shares reflects the reinvestment of all distributions.

Please see page 6 for a description of the indices. Index performance returns do not reflect any management fees, transaction costs, or expenses. Indices are unmanaged and one cannot invest directly in an index.

Investment objective

The Fund seeks long-term capital appreciation.

Significant Fund events

Effective April 28, 2023, the Fund’s benchmark changed to the Russell 1000 Growth Index, the Fund’s principal investment strategies changed to invest primarily in stocks of medium- and large-sized companies, and the Fund’s limit in foreign securities investments increased. Please see the prospectus as amended for further information.

The portfolio management team for the Fund changed effective December 5, 2022. Please read the latest prospectus, including the prospectus supplement dated December 5, 2022, for more information concerning this event.

Market review

The fiscal year ended October 31, 2023 posted strong returns for the Russell 3000 Growth Index, the broad US growth index. The market had three phases, all with distinguishing traits and with the underlying influence of the US Federal Reserve. It began

Excitement around artificial intelligence (AI) was a major driver along with the new “soft landing” narrative that investors adopted. With the introduction of ChatGPT, the market went into a frenzy trying to understand which companies would benefit and which stood to lose from the powerful new and future technology. While the winners may not be determined for many years, investors chased companies with potential, driving up the valuation multiples on a small subset of stocks.

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Portfolio management review

Delaware Select Growth Fund

with a continuation of the choppy market environment experienced through much of 2022. The Fed’s aggressive tightening cycle sparked a risk-off market characterized by contraction of stock valuations, particularly among the higher-valuation companies. Of note, the big market cap stocks, now dubbed the “Magnificent Seven,” were down the most. Investors had feared a recession was on the horizon. While the timing was uncertain, valuations and near-term growth expectations were questioned and reset.

However, as we turned the page on the calendar year, the market snapped back. Excitement around artificial intelligence (AI) was a major driver along with the new “soft landing” narrative that investors adopted. With the introduction of ChatGPT, the market went into a frenzy trying to understand which companies would benefit and which stood to lose from the powerful new and future technology. While the winners may not be determined for many years, investors chased companies with potential, driving up the valuation multiples on a small subset of stocks. At the same time, the market began to discount the risk of a recession. This further drove stock prices higher, leading to a rally, much as we would expect in a cyclical recovery. It was fueled by more-volatile and, generally, lower-quality companies with low return on assets (ROA) and low profit margins.

From the middle of July, equity markets lost momentum as fatigue set in. Investors grappled with several uncertainties, as the expectation of a soft landing became consensus and was likely already priced into the market. The Fed’s persistent hawkish stance conflicted with the prevailing market narrative. While inflation data have improved, the Fed appeared determined to maintain a firm grip on liquidity to keep inflation in check. The state of other major global economies, particularly China’s struggles to revive its economic growth, was also concerning. This created headwinds for many companies, as corporate earnings transcripts often cited China’s uncertainty as a significant factor leading to earnings downgrades. The third-quarter earnings season proved to be another headwind in October. Companies were unable to impress investors as even earnings beats resulted in pullbacks in stocks. This precipitated further weakness in the market.

Source: Bloomberg, unless otherwise noted.

Within the Fund

For the fiscal year ended October 31, 2023, Delaware Select Growth Fund underperformed its benchmark, the Russell 1000 Growth Index, but was up on an absolute basis. The Fund’s Institutional Class shares gained 10.17%. The Fund’s Class A shares were up 9.91% at net asset value (NAV) and 3.58% at maximum offer price. These figures reflect reinvestment of all distributions. During the same period, the Fund’s benchmark rose 18.95%. For complete, annualized performance of Delaware Select Growth Fund, please see the table on page 4.

Following is a discussion about performance during the period from December 5, 2022, when the firm’s current portfolio management team began serving as the investment manager for the Fund, to October 31, 2023.

The main areas that detracted from the Fund were stock selection in the information technology (IT), consumer discretionary, and healthcare sectors as well as an underweighting relative to the benchmark in IT and an overweighting in healthcare. On the positive side, stock selection in financials and industrials contributed most on a relative basis.

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NVIDIA Corp., Enphase Energy Inc., and DexCom Inc. were the largest detractors at an individual stock level. NVIDIA, a large semiconductor company, detracted because the portfolio had an underweight position and the stock was up significantly during the year. The company is one of the key standouts from the adoption of AI and large language models that require advanced semiconductors. The Fund continues to hold the stock. Stock in Enphase Energy, a US-based leader in solar energy, was down as the company faced many challenges during the year, including higher interest rates, which makes solar installation more expensive for consumers, heightened inventory levels, and new regulation in California that reduces the incentive for consumers to switch to solar. While these may be temporary headwinds, we sold the stock as it has regulatory risk and more exposure to cyclicality than we prefer. The stock for medical device company DexCom, which produces continuous glucose monitors, was down this during the fiscal year with the introduction of GLP-1s, a new class of treatment targeted at type 2 diabetics. While we don’t know the ultimate impact GLP-1s could have on DexCom’s addressable market, the stock does not currently fit our investment criteria to own it, so we sold our position during the reporting period.

At a stock level, the greatest contributors were Shift4 Payments Inc. Class A, HubSpot Inc., and Chipotle Mexican Grill Inc.
Shift4 Payments develops and sells payment processing software. Its stock was up through the beginning of the year on strong momentum behind its growth and the overall financial technology industry. We sold the stock as we were concerned that its advantages and growth potential were unsustainable. The stock for HubSpot, a software company that specializes in customer relationship management (CRM), did well early in the reporting period as the company was seen as a potential winner from AI. HubSpot also announced a restructuring to reduce costs and improve its profit margin profile. We sold the stock as valuations became extended, and we were unsure of the company’s ability to sustain growth into the future. US-based fast casual restaurant Chipotle had been able to increase margins from improved operating leverage and take up price to offset rising wages and food cost inflation. We sold its stock in the midst of its strong rally during the period as it commands a high valuation and we don’t feel we have great visibility into the company’s ability to maintain growth and margins.

Overall, we repositioned the Fund’s portfolio to reflect what we believe are best-in-class businesses within their respective industries. The Fund holds companies that we believe can sustain their advantages over the long term. We also have an acute focus on risk. We try to mitigate risks that we don’t have an edge in understanding and instead focus on stock-specific risk. Our strategy focuses on businesses that, in our view, can be held for many years and should then be, typically, less sensitive to the business cycle.

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Table of Contents 

Performance summary  
Delaware Select Growth Fund October 31, 2023 (Unaudited)

The performance quoted represents past performance and does not guarantee future results. Investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by calling 800 523-1918 or visiting delawarefunds.com/performance.

Fund and benchmark performance1,2 Average annual total returns through October 31, 2023
  1 year 5 year 10 year
Class A (Est. May 16, 1994)      
Excluding sales charge +9.91% +1.00% +4.16%
Including sales charge +3.58% -0.19% +3.54%
Class C (Est. May 20, 1994)      
Excluding sales charge +9.12% +0.24% +3.38%
Including sales charge +8.11% +0.24% +3.38%
Class R (Est. June 2, 2003)      
Excluding sales charge +9.63% +0.74% +3.89%
Including sales charge +9.63% +0.74% +3.89%
Institutional Class (Est. August 28, 1997)      
Excluding sales charge +10.17% +1.25% +4.42%
Including sales charge +10.17% +1.25% +4.42%
Russell 1000 Growth Index +18.95% +14.22% +13.82%
Russell 3000 Growth Index (former benchmark) +17.32% +13.49% +13.27%

1Returns reflect the reinvestment of all distributions and are presented both with and without the applicable sales charges described below. Returns do not reflect the deduction of taxes the shareholder would pay on Fund distributions or redemptions of Fund shares.

Expense limitations were in effect for certain classes during some or all of the periods shown in the “Fund and benchmark performance” table. Expenses for each class are listed in the “Fund expense ratios” table on page 5. Performance would have been lower had expense limitations not been in effect.

Class A shares are sold with a maximum front-end sales charge of 5.75%, and have an annual distribution and service (12b-1) fee of 0.25% of average daily net assets. Performance for Class A shares, excluding sales charges, assumes that no front-end sales charge applied.

Class C shares are sold with a contingent deferred sales charge (CDSC) of 1.00% if redeemed within one year of purchase. They are also subject to an annual 12b-1 fee of 1.00% of average daily net assets. Performance for Class C shares, excluding sales charges, assumes either that CDSCs did not apply or that the investment was not redeemed.

Class R shares are available only for certain retirement plan products. They are sold

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without a sales charge and have an annual 12b-1 fee of 0.50% of average daily net assets.

Institutional Class shares are not subject to a sales charge and are offered for sale exclusively to certain eligible investors. In addition, Institutional Class shares pay no 12b-1 fee.

Investments in medium-sized companies typically exhibit greater risk and higher volatility than larger, more established companies.

The disruptions caused by natural disasters, pandemics, or similar events could prevent the Fund from executing advantageous investment decisions in a timely manner and could negatively impact the Fund’s ability to achieve its investment objective and the value of the Fund’s investments.

2The Fund’s expense ratios, as described in the most recent prospectus, are disclosed in the following “Fund expense ratios” table. The expense ratios below may differ from the expense ratios in the “Financial highlights” since they are based on different time periods and the expense ratios in the prospectus include acquired fund fees and expenses, if any. See Note 2 in “Notes to financial statements” for additional details. Please see the “Financial highlights” section in this report for the most recent expense ratios.

Fund expense ratios Class A Class C Class R Institutional
Class
Total annual operating expenses (without fee waivers) 1.26% 2.01% 1.51% 1.01%
Net expenses (including fee waivers, if any) 1.15% 1.90% 1.40% 0.90%
Type of waiver Contractual Contractual Contractual Contractual
  5

Table of Contents 

Performance summary

Delaware Select Growth Fund

Performance of a $10,000 investment1

For the period October 31, 2013 through October 31, 2023

     Starting value  Ending value
Russell 1000 Growth Index  $10,000   $36,502 
Russell 3000 Growth Index (former benchmark)  $10,000   $34,777 
Delaware Select Growth Fund — Institutional Class shares  $10,000   $5,410 
Delaware Select Growth Fund — Class A shares   $9,425   $14,165 

1The “Performance of a $10,000 investment” graph assumes $10,000 invested in Institutional Class and Class A shares of the Fund on October 31, 2013, and includes the effect of a 5.75% front-end sales charge (for Class A shares) and the reinvestment of all distributions. The graph does not reflect the deduction of taxes the shareholders would pay on Fund distributions or redemptions of Fund shares. Expense limitations were in effect for some or all of the periods shown. Performance would have been lower had expense limitations not been in effect. Expenses are listed in the “Fund expense ratios” table on page 5. Please note additional details on pages 4 through 7.

The graph also assumes $10,000 invested in the Russell 1000 Growth Index and the Russell 3000 Growth Index as of October 31, 2013.

The Russell 1000 Growth Index measures the performance of the large-cap growth segment of the US equity universe. It includes those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values.

The Russell 3000 Growth Index measures the performance of the broad growth segment of the US equity universe. It includes those Russell 3000 companies with higher price-to-book ratios and higher forecasted growth values.

Frank Russell Company is the source and owner of the trademarks, service marks, and copyrights related to the Russell Indexes. Russell® is a trademark of Frank Russell Company.

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Index performance returns do not reflect any management fees, transaction costs, or expenses. Indices are unmanaged and one cannot invest directly in an index.

Past performance is not a guarantee of future results.

Performance of other Fund classes will vary due to different charges and expenses.

  Nasdaq symbols CUSIPs
Class A DVEAX 928931104
Class C DVECX 928931203
Class R DFSRX 928931740
Institutional Class VAGGX 928931757
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Disclosure of Fund expenses

For the six-month period from May 1, 2023 to October 31, 2023 (Unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, reinvested dividends, or other distributions; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution and service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire six-month period from May 1, 2023 to October 31, 2023.

Actual expenses

The first section of the table shown, “Actual Fund return,” provides information about actual account values and actual expenses. You may use the information in this section of the table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical example for comparison purposes

The second section of the table shown, “Hypothetical 5% return,” provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. The Fund’s expenses shown in the table reflect fee waivers in effect and assume reinvestment of all dividends and distributions.

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Delaware Select Growth Fund
Expense analysis of an investment of $1,000

   Beginning
Account Value
5/1/23
  Ending
Account Value
10/31/23
  Annualized
Expense Ratio
  Expenses
Paid During Period
5/1/23 to 10/31/23*
Actual Fund return            
Class A  $1,000.00     $1,029.30      1.15%              $5.88       
Class C   1,000.00    1,025.30    1.90%   9.70 
Class R   1,000.00    1,028.30    1.40%   7.16 
Institutional Class   1,000.00    1,031.10    0.90%   4.61 
Hypothetical 5% return (5% return before expenses)               
Class A  $1,000.00   $1,019.41    1.15%  $5.85 
Class C   1,000.00    1,015.63    1.90%   9.65 
Class R   1,000.00    1,018.15    1.40%   7.12 
Institutional Class   1,000.00    1,020.67    0.90%   4.58 

*“Expenses Paid During Period” are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Because actual returns reflect only the most recent six-month period, the returns shown may differ significantly from fiscal year returns.

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Security type / sector allocations and top 10 equity holdings
Delaware Select Growth Fund As of October 31, 2023 (Unaudited)

Sector designations may be different from the sector designations presented in other Fund materials. The sector designations may represent the investment manager’s internal sector classifications, which may result in the sector designations for one fund being different from another fund’s sector designations.

Security type / sector  Percentage of net assets
Common Stocks   99.16%
Communication Services   9.20%
Consumer Discretionary   11.39%
Consumer Staples   2.77%
Financials   11.33%
Healthcare   11.99%
Industrials   9.01%
Information Technology*   39.95%
Real Estate   3.52%
Total Value of Securities   99.16%
Receivables and Other Assets Net of Liabilities   0.84%
Total Net Assets   100.00%

*To monitor compliance with the Fund’s concentration guidelines as described in the Fund’s Prospectus and Statement of Additional Information, the Information Technology sector (as disclosed herein for financial reporting purposes) is subdivided into a variety of “industries” (in accordance with the requirements of the Investment Company Act of 1940, as amended). The Information Technology sector consisted of Computers, Internet, Semiconductors, Software, and Telecommunications. As of October 31, 2023, such amounts, as a percentage of total net assets were 6.54%, 4.15%, 4.54%, 21.22%, and 3.50%, respectively. The percentage in any such single industry will comply with the Fund’s concentration policy even if the percentage in the Information Technology sector for financial reporting purposes may exceed 25%.

Holdings are for informational purposes only and are subject to change at any time. They are not a recommendation to buy, sell, or hold any security.

Top 10 equity holdings  Percentage of net assets
Microsoft   12.74%
Apple   6.54%
Alphabet Class A   5.84%
Amazon.com   5.25%
Visa Class A   5.07%
NVIDIA   4.54%
UnitedHealth Group   4.50%
VeriSign   4.15%
CoStar Group   3.52%
Motorola Solutions   3.50%
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Schedule of investments  
Delaware Select Growth Fund October 31, 2023
   Number of
shares
   Value (US $)  
Common Stocks — 99.16%t      
Communication Services — 9.20%          
Alphabet Class A †   85,694   $10,632,911 
Alphabet Class C †   13,631    1,707,964 
Electronic Arts   35,625    4,410,019 
         16,750,894 
Consumer Discretionary — 11.39%          
Amazon.com †   71,803    9,556,261 
Booking Holdings †   460    1,283,198 
Ferrari   13,796    4,161,425 
Home Depot   4,592    1,307,297 
LVMH Moet Hennessy Louis Vuitton ADR   19,271    2,761,534 
NIKE Class B   16,175    1,662,305 
         20,732,020 
Consumer Staples — 2.77%          
Coca-Cola   89,169    5,037,157 
         5,037,157 
Financials — 11.33%          
Intercontinental Exchange   46,845    5,033,027 
Mastercard Class A   5,317    2,001,053 
S&P Global   12,498    4,365,676 
Visa Class A   39,249    9,227,440 
         20,627,196 
Healthcare — 11.99%          
Cooper   8,341    2,600,307 
Danaher   23,144    4,444,111 
Intuitive Surgical †   9,764    2,560,316 
UnitedHealth Group   15,290    8,188,712 
Veeva Systems Class A †   11,332    2,183,790 
Zoetis   11,743    1,843,651 
         21,820,887 
Industrials — 9.01%          
Broadridge Financial Solutions   18,797    3,207,520 
Equifax   17,896    3,034,625 
JB Hunt Transport Services   18,062    3,104,316 
TransUnion   25,135    1,102,924 
Union Pacific   1,344    279,028 
Verisk Analytics   7,971    1,812,286 
Waste Connections   29,833    3,863,373 
         16,404,072 
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Schedule of investments

Delaware Select Growth Fund

   Number of
shares
   Value (US $)  
Common Stockst (continued)   
Information Technology — 39.95%          
Adobe †   7,345   $3,907,981 
Apple   69,680    11,899,254 
Autodesk †   12,473    2,465,039 
Intuit   11,580    5,731,521 
Microsoft   68,592    23,191,641 
Motorola Solutions   22,898    6,376,177 
NVIDIA   20,283    8,271,407 
Salesforce †   16,579    3,329,561 
VeriSign †   37,822    7,551,540 
         72,724,121 
Real Estate — 3.52%          
CoStar Group †   87,168    6,399,003 
         6,399,003 
Total Common Stocks (cost $173,147,257)        180,495,350 
Total Value of Securities—99.16%
(cost $173,147,257)
       $180,495,350 
t Narrow industries are utilized for compliance purposes for concentration whereas broad sectors are used for financial reporting.
Non-income producing security.

Summary of abbreviations:

ADR – American Depositary Receipt

S&P – Standard & Poor’s Financial Services LLC

See accompanying notes, which are an integral part of the financial statements.

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Statement of assets and liabilities  
Delaware Select Growth Fund October 31, 2023
Assets:   
Investments, at value*  $180,495,350 
Cash   1,953,854 
Receivable for fund shares sold   122,977 
Prepaid expenses   39,659 
Foreign tax reclaims receivable   10,965 
Dividends receivable   6,392 
Other assets   2,450 
Total Assets   182,631,647 
Liabilities:     
Payable for fund shares redeemed   246,072 
Investment management fees payable to affiliates   165,531 
Other accrued expenses   142,665 
Distribution fees payable to affiliates   36,243 
Administration expenses payable to affiliates   13,526 
Total Liabilities   604,037 
Total Net Assets  $182,027,610 
 
Net Assets Consist of:     
Paid-in capital  $231,744,930 
Total distributable earnings (loss)   (49,717,320)
Total Net Assets  $182,027,610 
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Statement of assets and liabilities

Delaware Select Growth Fund

Net Asset Value   
    
Class A:     
Net assets  $156,744,757 
Shares of beneficial interest outstanding, unlimited authorization, no par   7,319,877 
Net asset value per share  $21.41 
Sales charge   5.75%
Offering price per share, equal to net asset value per share / (1 - sales charge)  $22.72 
      
Class C:     
Net assets  $2,070,178 
Shares of beneficial interest outstanding, unlimited authorization, no par   243,438 
Net asset value per share  $8.50 
      
Class R:     
Net assets  $708,699 
Shares of beneficial interest outstanding, unlimited authorization, no par   38,198 
Net asset value per share  $18.55 
      
Institutional Class:     
Net assets  $22,503,976 
Shares of beneficial interest outstanding, unlimited authorization, no par   880,397 
Net asset value per share  $25.56 
 
 
*Investments, at cost  $173,147,257 

See accompanying notes, which are an integral part of the financial statements.

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Statement of operations  
Delaware Select Growth Fund Year ended October 31, 2023
Investment Income:   
Dividends  $726,248 
Foreign tax withheld   (8,569)
    717,679 
 
Expenses:     
Management fees   1,404,215 
Distribution expenses — Class A   400,510 
Distribution expenses — Class C   22,243 
Distribution expenses — Class R   4,235 
Dividend disbursing and transfer agent fees and expenses   178,910 
Registration fees   81,515 
Reports and statements to shareholders expenses   67,707 
Accounting and administration expenses   41,511 
Audit and tax fees   35,826 
Legal fees   21,235 
Trustees’ fees and expenses   8,359 
Custodian fees   6,638 
Other   20,553 
    2,293,457 
Less expenses waived   (180,693)
Less expenses paid indirectly   (229)
Total operating expenses   2,112,535 
Net Investment Income (Loss)   (1,394,856)
 
Net Realized and Unrealized Gain (Loss):     
Net realized gain (loss) on:     
Investments*   (28,202,664)
Foreign currencies   2,710 
Net realized gain (loss)   (28,199,954)
 
Net change in unrealized appreciation (depreciation) on:     
Investments   46,949,483 
Foreign currencies   755 
Net change in unrealized appreciation (depreciation)   46,950,238 
Net Realized and Unrealized Gain (Loss)   18,750,284 
Net Increase (Decrease) in Net Assets Resulting from Operations  $17,355,428 
* Includes $1,720,797 in proceeds received from the settlement of class action litigation. See Note 11 in “Notes to financial statements”.

See accompanying notes, which are an integral part of the financial statements.

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Statements of changes in net assets

Delaware Select Growth Fund

   Year ended
   10/31/23   10/31/22 
Increase (Decrease) in Net Assets from Operations:          
Net investment income (loss)  $(1,394,856)  $(2,739,009)
Net realized gain (loss)   (28,199,954)   (27,544,365)
Net change in unrealized appreciation (depreciation)   46,950,238    (159,064,913)
Net increase (decrease) in net assets resulting from operations   17,355,428    (189,348,287)
 
Dividends and Distributions to Shareholders from:          
Distributable earnings:          
Class A       (15,426,412)
Class C       (645,058)
Class R       (181,373)
Institutional Class       (2,514,494)
           
Return of capital:          
Class A       (1,143,290)
Class C       (18,348)
Class R       (9,739)
Institutional Class       (204,042)
        (20,142,756)
 
Capital Share Transactions (See Note 6):          
Proceeds from shares sold:          
Class A   20,507,395    13,439,891 
Class C   285,790    1,111,786 
Class R   81,034    902,661 
Institutional Class   7,663,607    4,735,990 
           
Net asset value of shares issued upon reinvestment of dividends and distributions:          
Class A       16,375,718 
Class C       663,018 
Class R       191,112 
Institutional Class       2,704,934 
    28,537,826    40,125,110 
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   Year ended
   10/31/23   10/31/22 
Capital Share Transactions (continued):          
Cost of shares redeemed:          
Class A  $(31,062,881  $(28,661,716)
Class C   (790,881)   (1,822,038)
Class R   (429,405)   (1,918,194)
Institutional Class   (12,558,526)   (13,594,340)
    (44,841,693)   (45,996,288)
Decrease in net assets derived from capital share transactions   (16,303,867)   (5,871,178)
Net Increase (Decrease) in Net Assets   1,051,561    (215,362,221)
           
Net Assets:          
Beginning of year   180,976,049    396,338,270 
End of year  $182,027,610   $180,976,049 

See accompanying notes, which are an integral part of the financial statements.

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Financial highlights

Delaware Select Growth Fund Class A

Selected data for each share of the Fund outstanding throughout each period were as follows:

Net asset value, beginning of period
Income (loss) from investment operations:
Net investment loss1
Net realized and unrealized gain (loss)
Total from investment operations
Less dividends and distributions from:
Net realized gain
Return of capital
Total dividends and distributions
Net asset value, end of period
Total return3
 
Ratios and supplemental data:
Net assets, end of period (000 omitted)
Ratio of expenses to average net assets
Ratio of expenses to average net assets prior to fees waived
Ratio of net investment loss to average net assets
Ratio of net investment loss to average net assets prior to fees waived
Portfolio turnover
1 Calculated using average shares outstanding.
2 Amount includes a non-recurring payment for litigation proceeds, which represents a class action settlement received by the Fund. The litigation proceeds impact the realized and unrealized gain (loss) per share by $0.19 and total return by 0.98%. See Note 11 in “Notes to financial statements.”
3 Total return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge.
4 Total return during the period reflects waivers by the manager and/or distributor (as applicable). Performance would have been lower had the waivers not been in effect.
5 The Fund’s portfolio turnover rate increased substantially during the year ended due to a change in the Fund’s portfolio managers and associated repositioning.

See accompanying notes, which are an integral part of the financial statements.

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  Year ended
  10/31/23   10/31/22   10/31/21   10/31/20   10/31/19 
  $19.48   $41.41   $31.03   $33.70   $39.74 
                         
   (0.16)   (0.30)   (0.42)   (0.26)   (0.16)
   2.092    (19.35)   11.20    9.64    3.75 
   1.93    (19.65)   10.78    9.38    3.59 
                         
       (2.13)   (0.40)   (12.05)   (9.63)
       (0.15)            
       (2.28)   (0.40)   (12.05)   (9.63)
  $21.41   $19.48   $41.41   $31.03   $33.70 
   9.91%2,4    (50.11%)4    34.92%   27.51%   11.42%4 
                         
                         
  $156,745   $152,321   $325,157   $256,348   $231,410 
   1.15%   1.18%   1.20%   1.24%   1.25%
   1.25%   1.26%   1.20%   1.24%   1.25%
   (0.77%)   (1.13%)   (1.09%)   (0.76%)   (0.48%)
   (0.87%)   (1.21%)   (1.09%)   (0.76%)   (0.48%)
   104%5    87%   32%   134%5    48%
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Financial highlights

Delaware Select Growth Fund Class C

Selected data for each share of the Fund outstanding throughout each period were as follows:

Net asset value, beginning of period
Income (loss) from investment operations:
Net investment loss1
Net realized and unrealized gain (loss)
Total from investment operations
Less dividends and distributions from:
Net realized gain
Return of capital
Total dividends and distributions
Net asset value, end of period
Total return3
Ratios and supplemental data:
Net assets, end of period (000 omitted)
Ratio of expenses to average net assets
Ratio of expenses to average net assets prior to fees waived
Ratio of net investment loss to average net assets
Ratio of net investment loss to average net assets prior to fees waived
Portfolio turnover
1 Calculated using average shares outstanding.
2 Amount includes a non-recurring payment for litigation proceeds, which represents a class action settlement received by the Fund. The litigation proceeds impact the realized and unrealized gain (loss) per share by $0.08 and total return by 1.03%. See Note 11 in “Notes to financial statements.”
3 Total return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge.
4 Total return during the period reflects waivers by the manager and/or distributor (as applicable). Performance would have been lower had the waivers not been in effect.
5 The Fund’s portfolio turnover rate increased substantially during the year ended due to a change in the Fund’s portfolio managers and associated repositioning.

See accompanying notes, which are an integral part of the financial statements.

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  Year ended 
  10/31/23   10/31/22   10/31/21   10/31/20   10/31/19 
  $7.79   $18.10   $13.86   $20.37   $27.92 
                         
   (0.12)   (0.20)   (0.31)   (0.29)   (0.25)
   0.832    (7.92)   4.95    5.83    2.33 
   0.71    (8.12)   4.64    5.54    2.08 
                         
       (2.13)   (0.40)   (12.05)   (9.63)
       (0.06)            
       (2.19)   (0.40)   (12.05)   (9.63)
  $8.50   $7.79   $18.10   $13.86   $20.37 
   9.12%2,4    (50.50%)4    33.86%   26.55%   10.61%4 
                         
  $2,070   $2,378   $5,607   $7,086   $9,578 
   1.90%   1.93%   1.95%   1.99%   2.00%
   2.00%   2.01%   1.95%   1.99%   2.00%
   (1.52%)   (1.88%)   (1.84%)   (1.51%)   (1.23%)
   (1.62%)   (1.96%)   (1.84%)   (1.51%)   (1.23%)
   104%5    87%   32%   134%5    48%
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Financial highlights

Delaware Select Growth Fund Class R

Selected data for each share of the Fund outstanding throughout each period were as follows:

Net asset value, beginning of period
Income (loss) from investment operations:
Net investment loss1
Net realized and unrealized gain (loss)
Total from investment operations
Less dividends and distributions from:
Net realized gain
Return of capital
Total dividends and distributions
Net asset value, end of period
Total return3
Ratios and supplemental data:
Net assets, end of period (000 omitted)
Ratio of expenses to average net assets
Ratio of expenses to average net assets prior to fees waived
Ratio of net investment loss to average net assets
Ratio of net investment loss to average net assets prior to fees waived
Portfolio turnover
1 Calculated using average shares outstanding.
2 Amount includes a non-recurring payment for litigation proceeds, which represents a class action settlement received by the Fund. The litigation proceeds impact the realized and unrealized gain (loss) per share by $0.16 and total return by 0.95%. See Note 11 in “Notes to financial statements.”
3 Total return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value.
4 Total return during the period reflects waivers by the manager and/or distributor (as applicable). Performance would have been lower had the waivers not been in effect.
5 The Fund’s portfolio turnover rate increased substantially during the year ended due to a change in the Fund’s portfolio managers and associated repositioning.

See accompanying notes, which are an integral part of the financial statements.

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  Year ended 
  10/31/23   10/31/22   10/31/21   10/31/20   10/31/19 
  $16.92   $36.37   $27.36   $30.90   $37.29 
                         
   (0.18)   (0.33)   (0.45)   (0.32)   (0.22)
   1.812    (16.86)   9.86    8.83    3.46 
   1.63    (17.19)   9.41    8.51    3.24 
                         
       (2.13)   (0.40)   (12.05)   (9.63)
       (0.13)            
       (2.26)   (0.40)   (12.05)   (9.63)
  $18.55   $16.92   $36.37   $27.36   $30.90 
   9.63%2,4    (50.25%)4    34.59%   27.15%   11.17%4 
                         
  $709   $974   $3,343   $2,447   $2,882 
   1.40%   1.43%   1.45%   1.49%   1.50%
   1.50%   1.51%   1.45%   1.49%   1.50%
   (1.02%)   (1.38%)   (1.34%)   (1.01%)   (0.73%)
   (1.12%)   (1.46%)   (1.34%)   (1.01%)   (0.73%)
   104%5    87%   32%   134%5    48%
  23

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Financial highlights

Delaware Select Growth Fund Institutional Class

Selected data for each share of the Fund outstanding throughout each period were as follows:

Net asset value, beginning of period
Income (loss) from investment operations:
Net investment loss1
Net realized and unrealized gain (loss)
Total from investment operations
Less dividends and distributions from:
Net realized gain
Return of capital
Total dividends and distributions
Net asset value, end of period
Total return3
Ratios and supplemental data:
Net assets, end of period (000 omitted)
Ratio of expenses to average net assets
Ratio of expenses to average net assets prior to fees waived
Ratio of net investment loss to average net assets
Ratio of net investment loss to average net assets prior to fees waived
Portfolio turnover
1 Calculated using average shares outstanding.
2 Amount includes a non-recurring payment for litigation proceeds, which represents a class action settlement received by the Fund. The litigation proceeds impact the realized and unrealized gain (loss) per share by $0.23 and total return by 0.99%. See Note 11 in “Notes to financial statements.”
3 Total return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value.
4 Total return during the period reflects waivers by the manager. Performance would have been lower had the waivers not been in effect.
5 The Fund’s portfolio turnover rate increased substantially during the year ended due to a change in the Fund’s portfolio managers and associated repositioning.

See accompanying notes, which are an integral part of the financial statements.

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  Year ended 
  10/31/23   10/31/22   10/31/21   10/31/20   10/31/19 
  $23.20   $48.74   $36.37   $37.81   $43.34 
                         
   (0.13)   (0.28)   (0.38)   (0.20)   (0.08)
   2.492    (22.96)   13.15    10.81    4.18 
   2.36    (23.24)   12.77    10.61    4.10 
                         
       (2.13)   (0.40)   (12.05)   (9.63)
       (0.17)            
       (2.30)   (0.40)   (12.05)   (9.63)
  $25.56   $23.20   $48.74   $36.37   $37.81 
   10.17%2,4    (49.98%)4    35.27%   27.78%   11.71%4 
                         
  $22,504   $25,303   $62,231   $47,954   $45,718 
   0.90%   0.93%   0.95%   0.99%   1.00%
   1.00%   1.01%   0.95%   0.99%   1.00%
   (0.52%)   (0.88%)   (0.84%)   (0.51%)   (0.23%)
   (0.62%)   (0.96%)   (0.84%)   (0.51%)   (0.23%)
   104%5    87%   32%   134%5    48%
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Notes to financial statements  
Delaware Select Growth Fund October 31, 2023

Voyageur Mutual Funds III (Trust) is organized as a Delaware statutory trust and offers one fund: Delaware Select Growth Fund (Fund). The Trust is an open-end investment company. The Fund is considered diversified under the Investment Company Act of 1940, as amended (1940 Act), and offers Class A, Class C, Class R, and Institutional Class shares. Class A shares are sold with a maximum front-end sales charge of 5.75%. There is no front-end sales charge when you purchase $1 million or more of Class A shares. However, if Delaware Distributors, L.P. (DDLP) paid your financial intermediary a commission on your purchase of $1 million or more of Class A shares, you will have to pay a limited contingent deferred sales charge (Limited CDSC) of 1.00% if you redeem these shares within the first 18 months after your purchase, unless a specific waiver of the Limited CDSC applies. Class C shares have no upfront sales charge, but are sold with a contingent deferred sales charge (CDSC) of 1.00%, which will be incurred if redeemed during the first 12 months. Class R and Institutional Class shares are not subject to a sales charge and are offered for sale exclusively to certain eligible investors.

1. Significant Accounting Policies

The Fund follows accounting and reporting guidance under Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946, Financial Services — Investment Companies. The following accounting policies are in accordance with US generally accepted accounting principles (US GAAP) and are consistently followed by the Fund.

Security Valuation — Equity securities and exchange-traded funds (ETFs), except those traded on the Nasdaq Stock Market LLC (Nasdaq), are valued at the last quoted sales price as of the time of the regular close of the New York Stock Exchange on the valuation date. Equity securities and ETFs traded on the Nasdaq are valued in accordance with the Nasdaq Official Closing Price, which may not be the last sales price. If, on a particular day, an equity security or ETF does not trade, the mean between the bid and the ask prices will be used, which approximates fair value. Equity securities listed on a foreign exchange are normally valued at the last quoted sales price on the valuation date. Generally, other securities and assets for which market quotations are not readily available are valued at fair value as determined in good faith by Delaware Management Company (DMC). Subject to the oversight of the Trust’s Board of Trustees (Board), DMC, as valuation designee, has adopted policies and procedures to fair value securities for which market quotations are not readily available consistent with the requirements of Rule 2a-5 under the 1940 Act. In determining whether market quotations are readily available or fair valuation will be used, various factors will be taken into consideration, such as market closures or suspension of trading in a security. Restricted securities and private placements are valued at fair value.

Federal and Foreign Income Taxes — No provision for federal income taxes has been made as the Fund intends to continue to qualify for federal income tax purposes as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to shareholders. The Fund evaluates tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are recorded as a tax benefit 26

26  

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or expense in the current year. Management has analyzed the Fund’s tax positions taken or expected to be taken on the Fund’s federal income tax returns through the year ended October 31, 2023, and for all open tax years (years ended October 31, 2020October 31, 2022), and has concluded that no provision for federal income tax is required in the Fund’s financial statements. In regard to foreign taxes only, the Fund has open tax years in certain foreign countries in which it invests that may date back to the inception of the Fund. If applicable, the Fund recognizes interest accrued on unrecognized tax benefits in interest expense and penalties in “Other” on the “Statement of operations.” During the year ended October 31, 2023, the Fund did not incur any interest or tax penalties.

Class Accounting — Investment income, common expenses, and realized and unrealized gain (loss) on investments are allocated to the various classes of the Fund on the basis of daily net assets of each class. Distribution expenses relating to a specific class are charged directly to that class.

Foreign Currency Transactions — Transactions denominated in foreign currencies are recorded at the prevailing exchange rates on the valuation date. The value of all assets and liabilities denominated in foreign currencies is translated daily into US dollars at the exchange rate of such currencies against the US dollar. Transaction gains or losses resulting from changes in exchange rates during the reporting period or upon settlement of the foreign currency transaction are reported in operations for the current period. The Fund generally does not bifurcate that portion of realized gains and losses on investments which is due to changes in foreign exchange rates from that which is due to changes in market prices. These gains and losses are included on the “Statement of operations” under “Net realized gain (loss) on investments.” The Fund reports certain foreign currency related transactions as components of realized gains (losses) for financial reporting purposes, whereas such components are treated as ordinary income (loss) for federal income tax purposes.

Use of Estimates — The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the fair value of investments, the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and the differences could be material.

Other — Expenses directly attributable to the Fund are charged directly to the Fund. Other expenses common to various funds within the Delaware Funds by Macquarie® (Delaware Funds) are generally allocated among such funds on the basis of average net assets. Management fees and certain other expenses are paid monthly. Security transactions are recorded on the date the securities are purchased or sold (trade date) for financial reporting purposes. Costs used in calculating realized gains and losses on the sale of investment securities are those of the specific securities sold. Dividend income is recorded on the ex-dividend date and interest income is recorded on an accrual basis. Realized gains and losses from investment transactions are recorded on an identified cost basis and includes proceeds from litigation, if any. Taxable

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Notes to financial statements

Delaware Select Growth Fund

1. Significant Accounting Policies (continued)

non-cash dividends are recorded as dividend income. Distributions received from investments in real estate investment trusts are recorded as dividend income on the ex-dividend date, subject to reclassification upon notice of the character of such distributions by the issuer. Foreign dividends are also recorded on the ex-dividend date or as soon after the ex-dividend date that the Fund is aware of such dividends, net of all tax withholdings, a portion of which may be reclaimable. Withholding taxes and reclaims on foreign dividends have been recorded in accordance with the Fund’s understanding of the applicable country’s tax rules and rates. The Fund declares and pays dividends from net investment income and distributions from net realized gain on investments, if any, at least annually. The Fund may distribute more frequently, if necessary for tax purposes. Dividends and distributions, if any, are recorded on the ex-dividend date.

The Fund receives earnings credits from its transfer agent when positive cash balances are maintained, which may be used to offset transfer agent fees. If the amount earned is greater than $1, the expenses paid under this arrangement are included on the “Statement of operations” under “Dividend disbursing and transfer agent fees and expenses” with the corresponding expenses offset included under “Less expenses paid indirectly.”

2. Investment Management, Administration Agreements, and Other Transactions with Affiliates

In accordance with the terms of its investment management agreement, the Fund pays DMC, a series of Macquarie Investment Management Business Trust and the investment manager, an annual fee which is calculated daily and paid monthly at the rates of 0.75% on the first $500 million of average daily net assets of the Fund, 0.70% on the next $500 million, 0.65% on the next $1.5 billion, and 0.60% on average daily net assets in excess of $2.5 billion.

DMC has contractually agreed to waive all or a portion of its management fees and/or pay/reimburse expenses (excluding any distribution and service (12b-1) fees, acquired fund fees and expenses, taxes, interest, short sale dividend and interest expenses, brokerage fees, certain insurance costs, and nonroutine expenses or costs, including, but not limited to, those relating to reorganizations, litigation, conducting shareholder meetings, and liquidations), in order to prevent total annual fund operating expenses from exceeding 0.90% of the Fund’s average daily net assets from November 1, 2022 through February 28, 2024. These waivers and reimbursements may only be terminated by agreement of DMC and the Fund. The waivers and reimbursements are accrued daily and received monthly.

After consideration of class specific expenses, including 12b-1 fees, the class level operating expense limitation as a percentage of average daily net assets for the period November 1, 2022 through February 28, 2024 is as follows:

  Operating expense limitation as a percentage of average daily net assets
  Class A  Class C  Class R  Institutional Class
  1.15%  1.90%  1.40%  0.90%
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DMC entered into a Sub-Advisory Agreement on behalf of the Fund with Macquarie Investment Management Global Limited, which is an affiliate of DMC (“Affiliated Sub-Advisor”). Pursuant to the terms of the Sub-Advisory Agreement, the investment sub-advisory fee is paid by DMC to the Affiliated Sub-Advisor based on the extent to which the Affiliated Sub-Advisor provides services to the Fund.

Delaware Investments Fund Services Company (DIFSC), an affiliate of DMC, provides fund accounting and financial administrative oversight services to the Fund. For these services, effective October 1, 2023, DIFSC’s fees are calculated daily and paid monthly, based on the aggregate daily net assets of all funds within the Delaware Funds at the following annual rates: 0.0050% of the first $60 billion; 0.00475% of the next $30 billion; and 0.0015% of aggregate average daily net assets in excess of $90 billion (Total Fee). Prior to October 1, 2023, DIFSC’s fees were payable by the fund at the following annual rates: 0.00475% of the first $35 billion; 0.0040% of the next $10 billion; 0.0025% of the next $45 billion; and 0.0015% of aggregate average daily net assets in excess of $90 billion. Each fund in the Delaware Funds pays a minimum of $4,000, which, in aggregate, is subtracted from the Total Fee. Each fund then pays its portion of the remainder of the Total Fee on a relative NAV basis. This amount is included on the “Statement of operations” under “Accounting and administration expenses.” For the year ended October 31, 2023, the Fund paid $9,584 for these services.

DIFSC is also the transfer agent and dividend disbursing agent of the Fund. For these services, DIFSC’s fees are calculated daily and paid monthly, based on the aggregate daily net assets of the retail funds within the Delaware Funds at the following annual rates: 0.014% of the first $20 billion; 0.011% of the next $5 billion; 0.007% of the next $5 billion; 0.004% of the next $20 billion; 0.002% of the next $25 billion; and 0.0015% of average daily net assets in excess of $75 billion. The fees payable to DIFSC under the shareholder services agreement described above are allocated among all retail funds in the Delaware Funds on a relative NAV basis. This amount is included on the “Statement of operations” under “Dividend disbursing and transfer agent fees and expenses.” For the year ended October 31, 2023, the Fund paid $11,982 for these services. Pursuant to a sub-transfer agency agreement between DIFSC and BNY Mellon Investment Servicing (US) Inc. (BNYMIS), BNYMIS provides certain sub-transfer agency services to the Fund. Sub-transfer agency fees are paid by the Fund and are also included on the “Statement of operations” under “Dividend disbursing and transfer agent fees and expenses.” The fees that are calculated daily and paid as invoices are received on a monthly or quarterly basis.

Pursuant to a distribution agreement and distribution plan, the Fund pays DDLP, the distributor and an affiliate of DMC, an annual 12b-1 fee of 0.25%, 1.00%, and 0.50% of the average daily net assets of the Class A, Class C, and Class R shares, respectively. The fees are calculated daily and paid monthly. Institutional Class shares do not pay 12b-1 fees.

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

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Notes to financial statements

Delaware Select Growth Fund

2. Investment Management, Administration Agreements, and Other Transactions with Affiliates (continued)

October 31, 2023, the Fund paid $8,430 for internal legal and regulatory reporting services provided by DMC and/or its affiliates’ employees. This amount is included on the “Statement of operations” under “Legal fees.”

For the year ended October 31, 2023, DDLP earned $6,827 for commissions on sales of the Fund’s Class A shares. For the year ended October 31, 2023, DDLP received gross CDSC commissions of $370 and $94 on redemptions of the Fund’s Class A and Class C shares, respectively, and these commissions were entirely used to offset upfront commissions previously paid by DDLP to broker/dealers on sales of those shares.

Trustees’ fees include expenses accrued by the Fund for each Trustee’s retainer and meeting fees. Certain officers of DMC, DIFSC, and DDLP are officers and/or Trustees of the Trust. These officers and Trustees are paid no compensation by the Fund.

3. Investments

For the year ended October 31, 2023, the Fund made purchases and sales of investment securities other than short-term investments and US government securities as follows:

Purchases  $194,489,503 
Sales   211,717,664 

The tax cost of investments includes adjustments to net unrealized appreciation (depreciation) which may not necessarily be the final tax cost basis adjustments but which approximate the tax basis unrealized gains and losses that may be realized and distributed to shareholders. At October 31, 2023, the cost and unrealized appreciation (depreciation) of investments for federal income tax purposes for the Fund were as follows:

Cost of investments  $173,177,174 
Aggregate unrealized appreciation of investments  $12,961,599 
Aggregate unrealized depreciation of investments   (5,644,142)
Net unrealized appreciation of investments  $7,317,457 

US GAAP defines fair value as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. A three-level hierarchy for fair value measurements has been established based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available under the circumstances. The Fund’s

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investment in its entirety is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-level hierarchy of inputs is summarized as follows:

Level 1 –  Inputs are quoted prices in active markets for identical investments. (Examples: equity securities, open-end investment companies, futures contracts, and exchange-traded options contracts)
   
Level 2 – Other observable inputs, including, but not limited to: quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, and default rates) or other market-corroborated inputs. (Examples: debt securities, government securities, swap contracts, forward foreign currency exchange contracts, foreign securities utilizing international fair value pricing, broker-quoted securities, and fair valued securities)
   
Level 3 – Significant unobservable inputs, including the Fund’s own assumptions used to determine the fair value of investments. (Examples: broker-quoted securities and fair valued securities)

Level 3 investments are valued using significant unobservable inputs. The Fund may also use an income-based valuation approach in which the anticipated future cash flows of the investment are discounted to calculate fair value. Discounts may also be applied due to the nature or duration of any restrictions on the disposition of the investments. Valuations may also be based upon current market prices of securities that are comparable in coupon, rating, maturity, and industry. The derived value of a Level 3 investment may not represent the value which is received upon disposition and this could impact the results of operations.

The following table summarizes the valuation of the Fund’s investments by fair value hierarchy levels as of October 31, 2023:

   Level 1 
Securities    
Assets:    
Common Stocks  $180,495,350 

During the year ended October 31, 2023, there were no transfers into or out of Level 3 investments. The Fund’s policy is to recognize transfers into or out of Level 3 investments based on fair value at the beginning of the reporting year.

A reconciliation of Level 3 investments is presented when the Fund has a significant amount of Level 3 investments at the beginning or end of the year in relation to the Fund’s net assets. As of October 31, 2023, there were no Level 3 investments.

4. Dividend and Distribution Information

Income and long-term capital gain distributions are determined in accordance with federal income tax regulations, which may differ from US GAAP. Additionally, distributions from net gains

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Notes to financial statements

Delaware Select Growth Fund

4. Dividend and Distribution Information (continued)

on foreign currency transactions and net short-term gains on sales of investment securities are treated as ordinary income for federal income tax purposes. For the year ended October 31, 2023, there were no distributions by the Fund. The tax character of dividends and distributions paid during the year ended October 31, 2022 was as follows:

   Year ended
10/31/22
 
Ordinary income  $8,948,820 
Long-term capital gains   9,818,517 
Return of capital   1,375,419 
Total  $20,142,756 

5. Components of Net Assets on a Tax Basis

As of October 31, 2023, the components of net assets on a tax basis were as follows:

Shares of beneficial interest  $231,744,930 
Qualified late year loss deferrals   (1,068,954)
Capital loss carryforwards   (55,965,823)
Unrealized appreciation (depreciation) of investments   7,317,457 
Net assets  $182,027,610 

The differences between book basis and tax basis components of net assets are primarily attributable to tax deferral of losses on wash sales.

For financial reporting purposes, capital accounts are adjusted to reflect the tax character of permanent book/tax differences. Reclassifications are primarily due to net operating losses. Results of operations and net assets were not affected by these reclassifications. For the year ended October 31, 2023, the adjustments were to increase total distributable earnings (loss) and decrease paid-in capital by $2,356,298.

Qualified late year ordinary losses (including currency and specified gain/loss items) represent losses realized January 1, 2023 through October 31, 2023, respectively, that, in accordance with federal income tax regulations, the Funds have elected to defer and treat as having arisen in the following fiscal year.

For federal income tax purposes, capital loss carryforwards may be carried forward and applied against future capital gains. At October 31, 2023, the Fund has capital loss carryforwards available to offset future realized capital gains as follows:

Loss carryforward character    
Short-term  Long-term  Total 
$37,028,365  $18,937,458  $55,965,823 
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6. Capital Shares

Transactions in capital shares were as follows:

   Year ended 
   10/31/23   10/31/22 
Shares sold:          
Class A   1,052,685    603,222 
Class C   36,251    91,514 
Class R   4,647    37,357 
Institutional Class   322,838    157,177 
           
Shares issued upon reinvestment of dividends and distributions:          
Class A       465,881 
Class C       46,823 
Class R       6,245 
Institutional Class       64,789 
    1,416,421    1,473,008 
 
Shares redeemed:          
Class A   (1,551,391 )   (1,102,578)
Class C   (97,952)   (142,914)
Class R   (23,988)   (77,989)
Institutional Class   (533,193)   (407,951)
    (2,206,524 )   (1,731,432)
Net decrease   (790,103)   (258,424)

Certain shareholders may exchange shares of one class for shares of another class in the same Fund. These exchange transactions are included as subscriptions and redemptions in the table above and on the “Statements of changes in net assets.” For the years ended October 31, 2023 and 2022, the Fund had the following exchange transactions:

    Exchange Redemptions   Exchange Subscriptions       
    Class A
Shares
   Class C
Shares
   Institutional
Class
Shares
   Class A
Shares
   Institutional
Class
Shares
    Value 
Year ended                                 
10/31/23    163,062    8,358    204    3,576    136,847     $3,347,738 
10/31/22    4,671    13,370    59    5,456    3,961      320,897 
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Notes to financial statements

Delaware Select Growth Fund

7. Line of Credit

The Fund, along with certain other funds in the Delaware Funds (Participants), was a participant in a $355,000,000 revolving line of credit (Agreement) intended to be used for temporary or emergency purposes as an additional source of liquidity to fund redemptions of investor shares. Under the Agreement, the Participants were charged an annual commitment fee of 0.15%, which was allocated across the Participants based on a weighted average of the respective net assets of each Participant. The Participants were permitted to borrow up to a maximum of one-third of their net assets under the Agreement. Each Participant was individually, and not jointly, liable for its particular advances, if any, under the line of credit. The line of credit available under the Agreement expired on October 30, 2023.

On October 30, 2023, the Fund, along with the other Participants, entered into an amendment to the Agreement for a $335,000,000 revolving line of credit. It operates in substantially the same manner as the original Agreement. Under the amendment to the Agreement, the Participants are charged an annual commitment fee of 0.15%, which is allocated across the Participants based on a weighted average of the respective net assets of each Participant. The line of credit available under the Agreement expires on October 28, 2024.

The Fund had no amounts outstanding as of October 31, 2023, or at any time during the year then ended.

8. Securities Lending

The Fund, along with other funds in the Delaware Funds, may lend its securities pursuant to a security lending agreement (Lending Agreement) with The Bank of New York Mellon (BNY Mellon). At the time a security is loaned, the borrower must post collateral equal to the required percentage of the market value of the loaned security, including any accrued interest. The required percentage is: (1) 102% with respect to US securities and foreign securities that are denominated and payable in US dollars; and (2) 105% with respect to foreign securities. With respect to each loan, if on any business day the aggregate market value of securities collateral plus cash collateral held is less than the aggregate market value of the securities which are the subject of such loan, the borrower will be notified to provide additional collateral by the end of the following business day, which, together with the collateral already held, will be not less than the applicable initial collateral requirements for such security loan. If the aggregate market value of securities collateral and cash collateral held with respect to a security loan exceeds the applicable initial collateral requirement, upon the request of the borrower, BNY Mellon must return enough collateral to the borrower by the end of the following business day to reduce the value of the remaining collateral to the applicable initial collateral requirement for such security loan. As a result of the foregoing, the value of the collateral held with respect to a loaned security on any particular day, may be more or less than the value of the security on loan. The collateral percentage with respect to the market value of the loaned security is determined by the security lending agent.

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Cash collateral received by the Fund is generally invested in an individual separate account. The investment guidelines permit each separate account to hold certain securities that would be considered eligible securities for a money market fund. Cash collateral received is generally invested in government securities; certain obligations issued by government sponsored enterprises; repurchase agreements collateralized by US Treasury securities; obligations issued by the central government of any Organization for Economic Cooperation and Development (OECD) country or its agencies, instrumentalities, or establishments; obligations of supranational organizations; commercial paper, notes, bonds, and other debt obligations; certificates of deposit, time deposits, and other bank obligations; certain money market funds; and asset-backed securities. The Fund can also accept US government securities and letters of credit (non-cash collateral) in connection with securities loans.

In the event of default or bankruptcy by the lending agent, realization and/or retention of the collateral may be subject to legal proceedings. In the event the borrower fails to return loaned securities and the collateral received is insufficient to cover the value of the loaned securities and provided such collateral shortfall is not the result of investment losses, the lending agent has agreed to pay the amount of the shortfall to the Fund or, at the discretion of the lending agent, replace the loaned securities. The Fund continues to record dividends or interest, as applicable, on the securities loaned and is subject to changes in value of the securities loaned that may occur during the term of the loan. The Fund has the right under the Lending Agreement to recover the securities from the borrower on demand. With respect to security loans collateralized by non-cash collateral, the Fund receives loan premiums paid by the borrower. With respect to security loans collateralized by cash collateral, the earnings from the collateral investments are shared among the Fund, the security lending agent, and the borrower. The Fund records security lending income net of allocations to the security lending agent and the borrower.

The Fund may incur investment losses as a result of investing securities lending collateral. This could occur if an investment in the collateral investment account defaulted or became impaired. Under those circumstances, the value of the Fund’s cash collateral account may be less than the amount the Fund would be required to return to the borrowers of the securities and the Fund would be required to make up for this shortfall.

At October 31, 2023, the Fund had no securities out on loan.

9. Credit and Market Risks

The impact of COVID-19, and other infectious illness outbreaks that may arise in the future, could adversely affect the economies of many nations or the entire global economy, individual issuers and capital markets in ways that cannot necessarily be foreseen.

Investments in equity securities in general are subject to market risks that may cause their prices to fluctuate over time. Fluctuations in the value of equity securities in which the Fund invests will cause the NAV of the Fund to fluctuate.

The Fund invests in growth stocks (such as those in the information technology sector), which reflect projections of future earnings and revenue. These prices may rise or fall dramatically

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Notes to financial statements

Delaware Select Growth Fund

9. Credit and Market Risks (continued)

depending on whether those projections are met. These companies’ stock prices may be more volatile, particularly over the short term.

The Fund invests a significant portion of its assets in mid-sized companies and may be subject to certain risks associated with ownership of securities of such companies. Investments in mid-sized companies may be more volatile than investments in larger companies for a number of reasons, which include limited financial resources or a dependence on narrow product lines.

The Fund may invest up to 15% of its net assets in illiquid securities, which may include securities with contractual restrictions on resale, securities exempt from registration under Rule 144A promulgated under the Securities Act of 1933, as amended, and other securities which may not be readily marketable. The relative illiquidity of these securities may impair the Fund from disposing of them in a timely manner and at a fair price when it is necessary or desirable to do so. While maintaining oversight, the Board has delegated to DMC the day-to-day functions of determining whether individual securities are liquid for purposes of the Fund’s limitation on investments in illiquid securities. Securities eligible for resale pursuant to Rule 144A, which are determined to be liquid, are not subject to the Fund’s 15% limit on investments in illiquid securities. As of October 31, 2023, there were no Rule 144A securities held by the Fund.

10. Contractual Obligations

The Fund enters into contracts in the normal course of business that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts. Management has reviewed the Fund’s existing contracts and expects the risk of loss to be remote.

11. Litigation Proceeds

On July 25, 2023, the Fund received a non-recurring, one-time payment of $1,720,797 from the settlement of class action litigation.

12. Subsequent Events

Management has determined that no material events or transactions occurred subsequent to October 31, 2023, that would require recognition or disclosure in the Fund’s financial statements.

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Report of independent
registered public accounting firm

To the Board of Trustees of Voyageur Mutual Funds III and Shareholders of Delaware Select Growth Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Delaware Select Growth Fund (constituting Voyageur Mutual Funds III, referred to hereafter as the “Fund”) as of October 31, 2023, the related statement of operations for the year ended October 31, 2023, the statement of changes in net assets for each of the two years in the period ended October 31, 2023, including the related notes, and the financial highlights for each of the five years in the period ended October 31, 2023 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of October 31, 2023, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended October 31, 2023 and the financial highlights for each of the five years in the period ended October 31, 2023 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of October 31, 2023 by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
December 21, 2023

We have served as the auditor of one or more Macquarie investment companies since 2010.

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Other Fund information (Unaudited)

Delaware Select Growth Fund

Liquidity Risk Management Program

The Securities and Exchange Commission (the “SEC”) has adopted Rule 22e-4 under the Investment Company Act of 1940 (the “Liquidity Rule”), which requires all open-end funds (other than money market funds) to adopt and implement a program reasonably designed to assess and manage the fund’s “liquidity risk,” defined as the risk that the fund could not meet requests to redeem shares issued by the fund without significant dilution of remaining investors’ interests in the fund.

The Fund has adopted and implemented a liquidity risk management program in accordance with the Liquidity Rule (the “Program”). The Board has designated a member of the US Operational Risk Group of Macquarie Asset Management as the Program Administrator for each Fund in the Trust.

As required by the Liquidity Rule, the Program includes policies and procedures that provide for: (1) assessment, management, and review (no less frequently than annually) of the Fund’s liquidity risk; (2) classification of each of the Fund’s portfolio holdings into one of four liquidity categories (Highly Liquid, Moderately Liquid, Less Liquid, and Illiquid); (3) for funds that do not primarily hold assets that are Highly Liquid, establishing and maintaining a minimum percentage of the Fund’s net assets in Highly Liquid investments (called a “Highly Liquid Investment Minimum” or “HLIM”); and (4) prohibiting the Fund’s acquisition of Illiquid investments if, immediately after the acquisition, the Fund would hold more than 15% of its net assets in Illiquid assets. The Program also requires reporting to the SEC (on a non-public basis) and to the Board if the Fund’s holdings of Illiquid assets exceed 15% of the Fund’s net assets. Funds with HLIMs must have procedures for addressing HLIM shortfalls, including reporting to the Board and, with respect to HLIM shortfalls lasting more than seven consecutive calendar days, reporting to the SEC (on a non-public basis).

In assessing and managing the Fund’s liquidity risk, the Program Administrator considers, as relevant, a variety of factors, including: (1) the Fund’s investment strategy and liquidity of portfolio investments during both normal and reasonably foreseeable stressed conditions; (2) short-term and long-term cash flow projections for the Fund during both normal and reasonably foreseeable stressed conditions; and (3) the Fund’s holdings of cash and cash equivalents and any borrowing arrangements. Classification of the Fund’s portfolio holdings in the four liquidity categories is based on the number of days it is reasonably expected to take to convert the investment to cash (for Highly Liquid and Moderately Liquid holdings) or to sell or dispose of the investment (for Less Liquid and Illiquid investments), in current market conditions without significantly changing the investment’s market value. The Fund primarily holds assets that are classified as Highly Liquid, and therefore is not required to establish an HLIM.

At a meeting of the Board held on May 23-25, 2023, the Program Administrator provided a written report to the Board addressing the Program’s operation and assessing the adequacy and effectiveness of its implementation for the period from April 1, 2022 through March 31, 2023. The report concluded that the Program is appropriately designed and effectively implemented and that it meets the requirements of Rule 22e-4 and the Fund’s liquidity needs. The Fund’s HLIM is set at an appropriate level and the Fund complied with its HLIM at all times during the reporting period.

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All disclosures are based on financial information available as of the date of this annual report and, accordingly are subject to change. For any and all items requiring reporting, it is the intention of the Fund to report the maximum amount permitted under the Internal Revenue Code and the regulations thereunder.

Board Consideration of Investment Management Agreement and Sub-Advisory Agreement at a Meeting Held August 8-10, 2023

At a meeting held on August 8-10, 2023 (the “Annual Contract Renewal Meeting”), the Board of Trustees (the “Board”), including a majority of Trustees each of whom is not an “interested person” as defined under the Investment Company Act of 1940 (the “Independent Trustees”), approved the renewal of the Delaware Select Growth Fund (the “Fund”) Investment Management Agreement with Delaware Management Company (“DMC”) and the Sub-Advisory Agreement with Macquarie Investment Management Global Limited (the “Affiliated Sub-Adviser”).

Prior to the Annual Contract Renewal Meeting, including at a Board meeting held in May 2023, the Trustees conferred extensively among themselves and with representatives of DMC about these matters. Also, the Board was assisted by the Equity Investments Committee and the Fixed Income Multi-Asset Sub-Advised Funds Investments Committee (each an “Investment Committee” and together, the “Investment Committees”), with each Investment Committee assisting the full Board in reviewing investment performance and other matters throughout the year. The Independent Trustees were also assisted in their evaluation of the Investment Management Agreement and the Sub-Advisory Agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately.

In providing information to the Board, DMC was guided by a detailed set of requests for information submitted to them by independent legal counsel on behalf of the Independent Trustees at the start of the Board’s annual contract renewal process earlier in 2023. Prior to the Annual Contract Renewal Meeting, and in response to the requests, the Board received and reviewed materials specifically relating to the renewal of the Investment Management Agreement and the Sub-Advisory Agreement. In considering and approving the Investment Management Agreement and the Sub-Advisory Agreement, the Trustees considered the information they believed relevant, including but not limited to the information discussed below. The Board considered not only the specific information presented in connection with the Annual Contract Renewal Meeting and the review process for the Investment Management Agreement and the Sub-Advisory Agreement, but also the knowledge gained over time through interaction with DMC about various topics. In this regard, the Board reviewed reports of DMC at each of its quarterly meetings, which included information about, among other things, Fund performance, investment strategies, and expenses. In addition, the Investment Committees confer with portfolio managers at various times throughout the year. In considering information relating to the approval of the Fund’s Investment Management Agreement and the Sub-Advisory Agreement, the Independent Trustees also received information from an independent fund consultant, JDL Consultants, LLC (“JDL”).

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Other Fund information (Unaudited)

Delaware Select Growth Fund

Board Consideration of Investment Management Agreement and Sub-Advisory Agreement at a Meeting Held August 8-10, 2023 (continued)

The Board did not identify any particular information or consideration that was all-important or controlling, and each individual Trustee may have attributed different weights to various factors.

After its deliberations, the Board, including the Independent Trustees, unanimously approved the continuation of the Investment Management Agreement and the Sub-Advisory Agreement for a one-year term. The following summarizes a number of important, but not necessarily all, factors considered by the Board in support of its approval.

Nature, extent, and quality of services. The Board received and considered various information regarding the nature, extent, and quality of the advisory services provided to the Fund by DMC under its Investment Management Agreement and the experience of the officers and employees of DMC who provide these services, including the Fund’s portfolio managers. The Board’s review included consideration of DMC’s investment process and oversight and research and analysis capabilities, and its ability to attract and retain skilled investment professionals. The Board also considered information regarding DMC’s programs for risk management, including investment, operational, liquidity, derivatives (as applicable), valuation, and compliance risks. The Board received information with respect to the cybersecurity program and business continuity plans of DMC and its affiliates.

In addition, the Board considered certain non-advisory services that DMC and its affiliates provide to the Delaware Funds by Macquarie complex (the “Delaware Funds”). Among other things, these services include third party service provider oversight, transfer agency, internal audit, valuation, portfolio trading, and legal and compliance functions. The Board noted DMC’s responsibility for overseeing the preparation of the Delaware Funds’ registration statement and supplements thereto and shareholder reports; responsibility for periodic filings with regulators; organizing Board meetings and preparing materials for such Board meetings; and furnishing analytical and other support to assist the Board. The Board took into account the benefits to shareholders of investing in a Fund that is part of a family of funds managed by an affiliate of Macquarie Group Ltd. (“Macquarie”), the parent company of DMC, and the resources available to DMC as part of Macquarie’s global asset management business.

The Board received and considered various information with respect to the services provided by the Affiliated Sub-Adviser under the Sub-Advisory Agreement and the credentials and experience of the officers and employees of the Affiliated Sub-Adviser who provide these services. The Board considered the division of responsibilities between DMC and the Affiliated Sub-Adviser and the oversight provided by DMC. The Board also considered the expertise of the Affiliated Sub-Adviser with respect to certain asset classes and/or investment styles. The Board noted that the Affiliated Sub-Adviser is part of Macquarie’s global investment platform that has offices and personnel that are located around the world. The Affiliated Sub-Adviser provides research, investment and trading analysis on the markets and economies of various countries in which the Fund may invest, makes recommendations regarding securities, provides portfolio management services and assists with security trades, as applicable. The Board took into account that the

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Sub-Advisory Agreement may benefit the Fund and its shareholders by permitting DMC to use the resources and talents of the Affiliated Sub-Adviser in managing the Fund.

The Board also received and considered information about the nature and extent of services offered and fee rates charged by DMC to other types of clients with investment strategies similar to those of the Fund. In this regard, the Board received information about the significantly greater scope of services, and compliance, reporting and other legal and regulatory obligations and risks of managing registered investment companies compared with those associated with managing assets of other types of clients, including third-party sub-advised fund clients, unregistered funds and separately managed accounts.

The Board concluded that, overall, it was satisfied with the nature, extent and quality of services provided (and expected to be provided) to the Fund by DMC and the Affiliated Sub-Adviser.

Investment performance. The Board received and considered information with respect to the investment performance of the Fund, including performance reports and discussions with portfolio managers at meetings of the Board’s Investment Committees throughout the year as well as reports provided by Broadridge Financial Solutions, Inc., an independent investment company data provider (“Broadridge”), furnished for the Annual Contract Renewal Meeting. The Broadridge reports prepared for the Fund’s institutional share class showed its investment performance in comparison to the institutional share class of a group of similar funds (the “Performance Universe”). The Board received a description of the methodology used by Broadridge to select the peer funds in the Performance Universe. Comparative annualized performance for the Fund was shown for the past 1-, 3-, 5-, and 10-year or since inception periods, as applicable, ended December 31, 2022.

The Performance Universe consists of the Fund and all retail and institutional multi-cap growth funds, regardless of asset size or primary channel of distribution. The Board noted that the Broadridge report comparison showed that the Fund’s total return for the 1-, 3-, 5-, and 10-year periods was in the fourth quartile of its Performance Universe. The Broadridge report comparison showed that the Fund’s total return for the 1-, 3-, 5-, and 10-year periods was below the median of its Performance Universe. The Board also noted that the Fund underperformed its benchmark index for the 1-, 3-, 5-, and 10-year periods. The Board, however, noted that the investment performance of the current portfolio management team only began as of December 2022. The Board noted the limited period of performance data available since the Fund changed its portfolio management team and that would continue to evaluate the Fund’s performance. The Board noted the explanations from DMC and the Affiliated Sub-Adviser concerning the reasons for the Fund’s relative performance versus its Performance Universe and benchmark index for the various periods. The Board also noted that Fund’s investment strategy changed as of April 28, 2023.

Comparative expenses. The Board received and considered expense data for the Fund. DMC provided the Board with information on pricing levels and fee structures for the Fund as of its most recently completed fiscal year. The Broadridge total expenses, for comparative consistency, were shown by Broadridge for Institutional Class shares and comparative total expenses including 12b-1 and non-12b-1 service fees. The Board also considered the comparative analysis of contractual management fees and actual total expense ratios of the Fund versus contractual

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Other Fund information (Unaudited)

Delaware Select Growth Fund

Board Consideration of Investment Management Agreement and Sub-Advisory Agreement at a Meeting Held August 8-10, 2023 (continued)

management fees and actual total expense ratios of a group of peer funds as selected by Broadridge (the “Expense Group”). In reviewing comparative costs, the Fund’s contractual management fee and the actual management fee incurred by the Fund were compared with the contractual management fees (assuming all funds in the Expense Group were similar in size to the Fund) and actual management fees, taking into account any applicable breakpoints and fee waivers, with the Fund’s expense universe, which is comprised of the Fund, its Expense Group and all other similar institutional funds, excluding outliers (the “Expense Universe”). The Fund’s total expenses were also compared with those of its Expense Universe. The Board also received and considered information regarding the Fund’s net operating expense ratios and their various components, including actual management fees, custodian and other non-management fees, and Rule 12b-1 and non-Rule 12b-1 shareholder service fees.

The expense comparisons for the Fund showed that its actual management fee was above the median of its Expense Universe and its actual total expenses were above its Expense Group average. It was noted that consistent with DMC’s waiver methodology, its advisory fee waivers, if any, were at the fund level and not class level.

The Board noted that DMC, and not the Fund, pays the sub-advisory fees to the Affiliated Sub-Adviser and, accordingly, that the retention of the Affiliated Sub-Adviser does not increase the fees and expenses incurred by the Fund.

Based on its consideration of the factors and information it deemed relevant, including those described here, the Board determined that the compensation payable to DMC under the Investment Management Agreement and to the Affiliated Sub-Adviser under the Sub-Advisory Agreement was reasonable.

Economies of scale. The Board received and considered information about the potential for DMC to realize economies of scale in the provision of management services to the Fund, the difficulties of calculating economies of scale at an individual Fund level, and the extent to which potential scale benefits are shared with shareholders, including the extent to which any economies of scale are reflected in the level of management fees charged. DMC discussed its advisory fee pricing and structure for the Delaware Funds, including the current breakpoints. The Board noted that the Fund may also benefit from economies of scale through initial fee setting, fee waivers and expense reimbursements, as well as DMC’s investment in its business, including investments in business infrastructure, technology and cybersecurity.

Management profitability. The Board received and considered the Investment Management Profitability Analysis that addressed the overall profitability of DMC’s business in providing management and other services to the Fund and the Delaware Funds as a whole, including the methodology used by DMC in allocating costs for the purpose of determining profitability. The Board noted DMC’s changes to its cost allocation methodology for its profitability analysis and the explanations for such changes. The Board also reviewed a report prepared by JDL regarding DMC’s profitability as compared to certain peer fund complexes and the Independent Trustees discussed DMC’s profitability in such context with representatives from JDL. The Board

42  

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recognized that calculating and comparing profitability at the individual fund level is difficult; that DMC’s profit, if any, can vary significantly depending on the particular fund; and that DMC’s support for, and commitment to, a fund is not solely dependent on the profits realized as to that fund.

The Board also received and considered information about the portion of the total management fee that was retained by DMC after payment of the fee to the Affiliated Sub-Adviser for sub-advisory services. In assessing the reasonableness of this amount, the Board received and evaluated information about the nature and extent of the responsibilities retained and risk assumed by DMC and not delegated to or assumed by the Affiliated Sub-Adviser. Given the affiliation between DMC and the Affiliated Sub-Adviser, the Board ascribed limited relevance to the allocation of fees between them.

Based on its review, the Board determined that DMC’s profitability was not excessive in light of the nature, extent and quality of the services provided to the Fund.

Ancillary benefits. The Board received and considered information regarding the extent to which DMC and its affiliates might derive ancillary benefits from fund operations, including the potential for procuring additional business as a result of the prestige and visibility associated with its role as investment manager to the Delaware Funds; the benefits from allocation of fund brokerage to improve trading efficiencies; the portfolio transactions executed through “soft dollar” arrangements; and the fees that various affiliates received for serving as transfer agent and for overseeing fund accounting and financial administration services to the Delaware Funds. The Board considered that it receives periodic reports from DMC that include a representation that any soft dollar arrangements are consistent with regulatory requirements. The Board received information from DMC regarding its view of the performance of its affiliates in providing transfer agent and fund accounting and financial administration oversight services and the organizational structure employed to provide these services pursuant to their contracts with the Fund.

Based on its consideration of the factors and information it deemed relevant, including the costs of providing investment management and other services to the Fund and the ongoing commitment of DMC and its affiliates to the Fund, the Board did not find that any ancillary benefits received by DMC and its affiliates, including the Affiliated Sub-Adviser, were unreasonable.

Conclusion. Based on its review, consideration and evaluation of all factors it believed relevant, including the above-described factors and conclusions, the Board, including all of the Independent Trustees, approved the continuation of DMC’s Investment Management Agreement and of the Affiliated Sub-Adviser’s Sub-Advisory Agreement for an additional one-year period.

Form N-PORT and proxy voting information

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year on Form N-PORT. The Fund’s Form N-PORT, as well as a description of the policies and procedures that the Fund uses to determine how to vote proxies (if any) relating to portfolio securities, is available without charge (i) upon request, by calling 800 523-1918; and (ii) on the SEC’s website at sec.gov. In

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Other Fund information (Unaudited)

Delaware Select Growth Fund

Form N-PORT and proxy voting information (continued)

addition, a description of the policies and procedures that the Fund uses to determine how to vote proxies (if any) relating to portfolio securities and the Schedule of Investments included in the Fund’s most recent Form N-PORT are available without charge on the Fund’s website at delawarefunds.com/literature.

Information (if any) regarding how the Fund voted proxies relating to portfolio securities during the most recently disclosed 12-month period ended June 30 is available without charge (i) through the Fund’s website at delawarefunds.com/proxy; and (ii) on the SEC’s website at sec.gov.

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Board of trustees and officers addendum

Delaware Funds by Macquarie ®

A mutual fund is governed by a Board of Trustees (“Trustees”), which has oversight responsibility for the management of a fund’s business affairs. Trustees establish procedures and oversee and review the performance of the investment manager, the distributor, and others who perform services for the fund. The independent fund trustees, in particular, are advocates for shareholder interests. Each trustee has served in that capacity since he or she was elected to or appointed to the Board of Trustees, and will continue to serve until his or her retirement or the election of a new trustee in his or her place. The following is a list of the Trustees and Officers with certain background and related information.

Name,
Address,
and Birth Year
  Position(s)
Held with
the Trust
  Length of Time
Served1
  Number of
Funds in Fund
Complex Overseen
by Trustee
  Principal
Occupation(s)
During the
Past Five Years
  Other
Directorships
Held by Trustee
During the
Past Five Years
Interested Trustee           
                
Shawn K. Lytle2
100 Independence
610 Market Street
Philadelphia, PA
19106-2354
1970
  President, Chief Executive Officer, and Trustee  President and Chief Executive Officer since August 2015
Trustee since September 2015
  105  Macquarie Asset Management3 (2015–Present)
-Head of Equities & Multi-Asset (2023–Present)
-Head of Americas of Macquarie Group (2017–Present)
-Global Head of Public Investments (2019–2023)
  None
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Board of trustees and officers addendum

Delaware Funds by Macquarie®

Name,
Address,
and Birth Year
  Position(s)
Held with
the Trust
  Length of Time
Served1
  Number of
Funds in Fund
Complex Overseen
by Trustee
  Principal
Occupation(s)
During the
Past Five Years
  Other
Directorships
Held by Trustee
During the
Past Five Years
Interested Trustee           
 
Jerome D. Abernathy
100 Independence
610 Market Street
Philadelphia, PA
19106-2354
1959
  Trustee  Since January 2019  105  Stonebrook Capital Management, LLC (financial technology:
macro factors and databases)
-Managing Member
(1993-Present)
  None
 
Ann D. Borowiec
100 Independence
610 Market Street
PhiladelphiaPA
19106-2354
1958
  Trustee  Since March 2015  105  J.P. Morgan Chase & Co. (1987-2013)
-Chief Executive Officer, Private Wealth Management (2011–2013)
  Banco Santander International (2016–2019)
Santander Bank, N.A. (2016-2019)
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Name,
Address,
and Birth Year
  Position(s)
Held with
the Trust
  Length of Time
Served1
  Number of
Funds in Fund
Complex Overseen
by Trustee
  Principal
Occupation(s)
During the
Past Five Years
  Other
Directorships
Held by Trustee
During the
Past Five Years
            
Joseph W. Chow
100 Independence
610 Market Street
Philadelphia, PA
19106-2354
1953
  Trustee  Since January 2013  105  Private Investor (2011–Present) State Street Bank and Trust Company (1996-2011)
-Executive Vice President of Enterprise Risk Management and Emerging Economies Strategy; and Chief Risk and Corporate Administration Officer
  None
 
H. Jeffrey Dobbs
100 Independence
610 Market Street
Philadelphia, PA
19106-2354
1955
  Trustee  Since April 20194  105  KPMG LLP (2002-2015)
-Global Sector Chairman, Industrial Manufacturing
(2010-2015)
  TechAccel LLC (2015–Present) PatientsVoices, Inc.
(2018–resent) Valparaiso University Board (2012-Present) Ivy Funds Complex (2019-2021)
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Board of trustees and officers addendum

Delaware Funds by Macquarie®

Name,
Address,
and Birth Year
  Position(s)
Held with
the Trust
  Length of Time
Served1
  Number of
Funds in Fund
Complex Overseen
by Trustee
  Principal
Occupation(s)
During the
Past Five Years
  Other
Directorships
Held by Trustee
During the
Past Five Years
            
John A. Fry
100 Independence
610 Market Street
Philadelphia, PA
19106-2354
1960
  Trustee  Since January 2001  105  Drexel University -President
(2010–Present)
  Federal Reserve Bank of Philadelphia (2020–Present)
Kresge Foundation (2018-Present)
FS Credit Real Estate Income Trust, Inc. (2018–Present)
vTv Therapeutics Inc. (2017–Present) Community Health Systems (2004–Present) Drexel Morgan & Co. (2015–2019)
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Name,
Address,
and Birth Year
  Position(s) Held with the Trust   Length of Time
Served1
  Number of
Funds in Fund
Complex Overseen
by Trustee
  Principal
Occupation(s)
During the
Past Five Years
  Other
Directorships
Held by Trustee
During the
Past Five Years
            
Joseph Harroz, Jr.
100 Independence
610 Market Street
Philadelphia, PA
19106-2354
1967
  Trustee  Since November
19984
  105  University of Oklahoma
-President (2020–Present)
-Interim President (2019–2020)
-Vice President and Dean, College of Law (2010–2019) Brookhaven Investments LLC (commercial enterprises)
-Managing Member (2019–Present) St. Clair, LLC (commercial enterprises) -Managing Member (2019–Present)
  OU Medicine, Inc. (2020–Present) Big 12 Athletic Conference (2019-Present) Valliance Bank (2007–Present) Ivy Funds Complex (1998-2021)
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Board of trustees and officers addendum

Delaware Funds by Macquarie®

Name,
Address,
and Birth Year
  Position(s)
Held with
the Trust
  Length of Time
Served1
  Number of
Funds in Fund
Complex Overseen
by Trustee
  Principal
Occupation(s)
During the
Past Five Years
  Other
Directorships
Held by Trustee
During the
Past Five Years
            
Sandra A.J.
Lawrence

100 Independence
610 Market Street
Philadelphia, PA
19106-2354
1957
  Trustee  Since April 20194  105  Children’s Mercy Hospitals and Clinics (2005–2019)
-Chief Administrative Officer (2016–2019)
  Brixmor Property Group Inc. (2021-Present) Sera Prognostics Inc. (biotechnology) (2021-Present) Recology (resource recovery) (2021-2023) Evergy, Inc., Kansas City Power & Light Company, KCP&L Greater Missouri Operations Company, Westar Energy, Inc. and Kansas Gas and Electric Company (related utility companies) (2018-Present) National Association of Corporate Directors (2017-Present) American Shared Hospital Services (medical device) (2017-2021) Ivy Funds Complex (2019-2021)
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Name,
Address,
and Birth Year
  Position(s)
Held with
the Trust
  Length of Time
Served1
  Number of
Funds in Fund
Complex Overseen
by Trustee
  Principal
Occupation(s)
During the
Past Five Years
  Other
Directorships
Held by Trustee
During the
Past Five Years
            
Frances A.
Sevilla-Sacasa

100 Independence
610 Market Street
Philadelphia, PA
19106-2354
1956
  Trustee  Since September
2011
  105  Banco Itaú International
-Chief Executive Officer (2012–2016) Bank of America, U.S. Trust Private Wealth
-President (2007-2008) U.S. Trust Corp.
-President & CEO (2005-2007)
  Invitation Homes Inc. (2023-Present) Florida Chapter of National Association of Corporate Directors (2021-Present) Callon Petroleum Company (2019-Present) Camden Property Trust (2011-Present) New Senior Investment Group Inc. (REIT) (2021) Carrizo Oil & Gas, Inc. (2018-2019)
 
Thomas K. Whitford
100 Independence
610 Market Street
Philadelphia, PA
19106-2354
1956
  Chair and Trustee  Trustee since January 2013

Chair since January 2023
  105  PNC Financial Services Group (1983–2013)
-Vice Chairman (2009-2013)
  HSBC USA Inc. (2014–2022) HSBC North America Holdings Inc. (2013–2022)
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Board of trustees and officers addendum

Delaware Funds by Macquarie®

Name,
Address,
and Birth Year
  Position(s)
Held with
the Trust
  Length of Time
Served1
  Number of
Funds in Fund
Complex Overseen
by Trustee
  Principal
Occupation(s)
During the
Past Five Years
  Other
Directorships
Held by Trustee
During the
Past Five Years
            
Christianna Wood
100 Independence
610 Market Street
Philadelphia, PA
19106-2354
1959
  Trustee  Since January 2019  105  Gore Creek Capital, Ltd.
-Chief Executive Officer and President (2009–Present) Capital Z Asset Management
-Chief Executive Officer (2008-2009) California Public Employees’ Retirement System (CalPERS)
-Senior Investment Officer of Global Equity (2002-2008)
  The Merger Fund (2013–2021), The Merger Fund VL (2013–2021), WCM Alternatives: Event-Driven Fund (2013–2021), and WCM Alternatives: Credit Event Fund (2017–2021) Grange Insurance (2013–Present) H&R Block Corporation (2008–2022) International Securities Exchange (2010-2018) Vassar College Trustee (2006-2018)
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Name,
Address,
and Birth Year
  Position(s)
Held with
the Trust
  Length of Time
Served1
  Number of
Funds in Fund
Complex Overseen
by Trustee
  Principal
Occupation(s)
During the
Past Five Years
  Other
Directorships
Held by Trustee
During the
Past Five Years
            
Janet L. Yeomans5
100 Independence
610 Market Street
Philadelphia, PA
19106-2354
1948
  Trustee  Since April 1999  105  3M Company (1995-2012)
-Vice President and Treasurer (2006–2012)
  Temple University Hospital (2017-Present) Pennsylvania State System of Higher Education (2018-Present)
 
Officers               
 
David F. Connor
100 Independence
610 Market Street
Philadelphia, PA
19106-2354
1963
  Senior Vice President, General Counsel, and Secretary  Senior Vice President, since May 2013;
General Counsel since May 2015;
Secretary since October 2005
  105  David F. Connor has served in various capacities at different times at Macquarie Asset Management.  None6
 
Daniel V. Geatens
100 Independence
610 Market Street
Philadelphia, PA
19106-2354
1972
  Senior Vice President and Treasurer  Senior Vice President and Treasurer since
October 2007
  105  Daniel V. Geatens has served in various capacities at different times at Macquarie Asset Management.  None6
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Board of trustees and officers addendum

Delaware Funds by Macquarie®

Name,
Address,
and Birth Year
  Position(s)
Held with
the Trust
  Length of Time
Served1
  Number of
Funds in Fund
Complex Overseen
by Trustee
  Principal
Occupation(s)
During the
Past Five Years
  Other
Directorships
Held by Trustee
During the
Past Five Years
Interested Trustee           
            
Richard Salus
100 Independence
610 Market Street
Philadelphia, PA
19106-2354
1963
  Senior Vice President and Chief Financial Officer  Senior Vice President and Chief Financial Officer since
November 2006
  105  Richard Salus has served in various capacities at different times at Macquarie Asset Management.  None
1 “Length of Time Served” refers to the time since the Trustee or officer began serving one or more of the Trusts in the Delaware Funds complex.
2 Shawn K. Lytle is considered to be an “Interested Trustee” because he is an executive officer of the Funds’ investment advisor.
3 Macquarie Asset Management is the marketing name for certain companies comprising the asset management division of Macquarie Group, including the Funds’ investment advisor, principal underwriter, and transfer agent.
4 Includes time served on the Board of the Ivy Funds complex prior to the date when the Ivy Funds joined the Delaware Funds complex.
5 Ms. Yeomans retired from the Board effective December 31, 2023.
6 David F. Connor and Daniel V. Geatens serve in similar capacities for the six portfolios of the Optimum Fund Trust, which have the same investment manager, principal underwriter, and transfer agent as the Funds. Mr. Geatens also serves as the Chief Financial Officer of the Optimum Fund Trust.

The Statement of Additional Information for the Fund(s) includes additional information about the Trustees and Officers and is available, without charge, upon request by calling 800 523-1918.

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Item 2. Code of Ethics

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. A copy of the registrant’s Code of Business Ethics has been posted on the Delaware Funds by Macquarie® Internet Web site at www.delawarefunds.com. Any amendments to the Code of Business Ethics, and information on any waiver from its provisions granted by the registrant, will also be posted on this Web site within five business days of such amendment or waiver and will remain on the Web site for at least 12 months.

Item 3. Audit Committee Financial Expert

The registrant’s Board of Trustees has determined that certain members of the registrant’s Audit Committee are audit committee financial experts, as defined below. For purposes of this item, an “audit committee financial expert” is a person who has the following attributes:

a.       An understanding of generally accepted accounting principles and financial statements;

b.       The ability to assess the general application of such principles in connection with the accounting for estimates, accruals, and reserves;

c.       Experience preparing, auditing, analyzing, or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the registrant’s financial statements, or experience actively supervising one or more persons engaged in such activities;

d.       An understanding of internal controls and procedures for financial reporting; and

e.       An understanding of audit committee functions.

An “audit committee financial expert” shall have acquired such attributes through:

a.       Education and experience as a principal financial officer, principal accounting officer, controller, public accountant, or auditor or experience in one or more positions that involve the performance of similar functions;

b.       Experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor, or person performing similar functions;

c.       Experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing, or evaluation of financial statements; or

d.       Other relevant experience.

The registrant’s Board of Trustees has also determined that each member of the registrant’s Audit Committee is independent. In order to be “independent” for purposes of this item, the Audit Committee member may not: (i) other than in his or her capacity as a member of the Board of Trustees or any committee thereof, accept directly or indirectly any consulting,

  

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advisory or other compensatory fee from the issuer; or (ii) be an “interested person” of the registrant as defined in Section 2(a)(19) of the Investment Company Act of 1940.

The names of the audit committee financial experts on the registrant’s Audit Committee are set forth below:

H. Jeffrey Dobbs
Sandra A.J. Lawrence
Frances Sevilla-Sacasa, Chair

Item 4. Principal Accountant Fees and Services

(a) Audit fees.

The aggregate fees billed for services provided to the registrant by its independent auditors for the audit of the registrant’s annual financial statements and for services normally provided by the independent auditors in connection with statutory and regulatory filings or engagements were $30,283 for the fiscal year ended October 31, 2023.

The aggregate fees billed for services provided to the registrant by its independent auditors for the audit of the registrant’s annual financial statements and for services normally provided by the independent auditors in connection with statutory and regulatory filings or engagements were $30,283 for the fiscal year ended October 31, 2022.

(b) Audit-related fees.

The aggregate fees billed by the registrant’s independent auditors for services relating to the performance of the audit of the registrant’s financial statements and not reported under paragraph (a) of this Item were $0 for the fiscal year ended October 31, 2023.

The aggregate fees billed by the registrant’s independent auditors for services relating to the performance of the audit of the financial statements of the registrant’s investment adviser and other service providers under common control with the adviser and that relate directly to the operations or financial reporting of the registrant were $1,362,878 for the registrant’s fiscal year ended October 31, 2023. The percentage of these fees relating to services approved by the registrant’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%. These audit-related services were as follows: year end audit procedures; group reporting and subsidiary statutory audits.

The aggregate fees billed by the registrant’s independent auditors for services relating to the performance of the audit of the registrant’s financial statements and not reported under paragraph (a) of this Item were $0 for the fiscal year ended October 31, 2022.

The aggregate fees billed by the registrant’s independent auditors for services relating to the performance of the audit of the financial statements of the registrant’s investment adviser and other service providers under common control with the adviser and that relate directly to the operations or financial reporting of the registrant were $2,050,189 for the registrant’s fiscal year ended October 31, 2022. The percentage of these fees relating to services approved by the registrant’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%. These audit-related services were as follows: year end audit procedures; group reporting and subsidiary statutory audits.

  

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(c) Tax fees.

The aggregate fees billed by the registrant’s independent auditors for tax-related services provided to the registrant were $4,671 for the fiscal year ended October 31, 2023. The percentage of these fees relating to services approved by the registrant’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%. These tax-related services were as follows: review of income tax returns and review of annual excise distribution calculations.

The aggregate fees billed by the registrant’s independent auditors for tax-related services provided to the registrant’s investment adviser and other service providers under common control with the adviser and that relate directly to the operations or financial reporting of the registrant were $0 for the registrant’s fiscal year ended October 31, 2023.

The aggregate fees billed by the registrant’s independent auditors for tax-related services provided to the registrant were $4,671 for the fiscal year ended October 31, 2022. The percentage of these fees relating to services approved by the registrant’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%. These tax-related services were as follows: review of income tax returns and review of annual excise distribution calculations.

The aggregate fees billed by the registrant’s independent auditors for tax-related services provided to the registrant’s investment adviser and other service providers under common control with the adviser and that relate directly to the operations or financial reporting of the registrant were $0 for the registrant’s fiscal year ended October 31, 2022.

(d) All other fees.

The aggregate fees billed for all services provided by the independent auditors to the registrant other than those set forth in paragraphs (a), (b) and (c) of this Item were $0 for the fiscal year ended October 31, 2023.

The aggregate fees billed for all services other than those set forth in paragraphs (b) and (c) of this Item provided by the registrant’s independent auditors to the registrant’s adviser and other service providers under common control with the adviser and that relate directly to the operations or financial reporting of the registrant were $0 for the registrant’s fiscal year ended October 31, 2023. The percentage of these fees relating to services approved by the registrant’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%.

The aggregate fees billed for all services provided by the independent auditors to the registrant other than those set forth in paragraphs (a), (b) and (c) of this Item were $0 for the fiscal year ended October 31, 2022.

The aggregate fees billed for all services other than those set forth in paragraphs (b) and (c) of this Item provided by the registrant’s independent auditors to the registrant’s adviser and other service providers under common control with the adviser and that relate directly to the operations or financial reporting of the registrant were $0 for the registrant’s fiscal year ended October 31, 2022. The percentage of these fees relating to services approved by the registrant’s

  

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Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%.

(e) The registrant’s Audit Committee has established pre-approval policies and procedures as permitted by Rule 2-01(c)(7)(i)(B) of Regulation S-X (the “Pre-Approval Policy”) with respect to services provided by the registrant’s independent auditors. Pursuant to the Pre-Approval Policy, the Audit Committee has pre-approved the services set forth in the table below with respect to the registrant up to the specified fee limits. Certain fee limits are based on aggregate fees to the registrant and other registrants within the Delaware Funds by Macquarie®.

Service Range of Fees
Audit Services  
Statutory audits or financial audits for new Funds up to $50,000 per Fund
Services associated with SEC registration statements (e.g., Form N-1A, Form N-14, etc.), periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings (e.g., comfort letters for closed-end Fund offerings, consents), and assistance in responding to SEC comment letters up to $10,000 per Fund
Consultations by Fund management as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, FASB, or other regulatory or standard-setting bodies (Note: Under SEC rules, some consultations may be considered “audit-related services” rather than “audit services”) up to $25,000 in the aggregate
Audit-Related Services  
Consultations by Fund management as to the accounting or disclosure treatment of transactions or events and /or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, FASB, or other regulatory or standard-setting bodies (Note: Under SEC rules, some consultations may be considered “audit services” rather than “audit-related services”) up to $25,000 in the aggregate
Tax Services  
U.S. federal, state and local and international tax planning and advice (e.g., consulting on statutory, regulatory or administrative developments, evaluation of Funds’ tax compliance function, etc.) up to $25,000 in the aggregate
U.S. federal, state and local tax compliance (e.g., excise distribution reviews, etc.) up to $5,000 per Fund
Review of federal, state, local and international income, franchise and other tax returns up to $5,000 per Fund

Under the Pre-Approval Policy, the Audit Committee has also pre-approved the services set forth in the table below with respect to the registrant’s investment adviser and other entities controlling, controlled by or under common control with the investment adviser that provide ongoing services to the registrant (the “Control Affiliates”) up to the specified fee limit. This fee limit is based on aggregate fees to the investment adviser and its Control Affiliates.

  

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Service Range of Fees
Non-Audit Services  
Services associated with periodic reports and other documents filed with the SEC and assistance in responding to SEC comment letters up to $10,000 in the aggregate

The Pre-Approval Policy requires the registrant’s independent auditors to report to the Audit Committee at each of its regular meetings regarding all services initiated since the last such report was rendered, including those services authorized by the Pre-Approval Policy.

(f) Not applicable.

(g) The aggregate non-audit fees billed by the registrant’s independent auditors for services rendered to the registrant and to its investment adviser and other service providers under common control with the adviser were $24,428,000 and $9,044,00 for the registrant’s fiscal years ended October 31, 2023 and October 31, 2022, respectively.

(h) In connection with its selection of the independent auditors, the registrant’s Audit Committee has considered the independent auditors’ provision of non-audit services to the registrant’s investment adviser and other service providers under common control with the adviser that were not required to be pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X. The Audit Committee has determined that the independent auditors’ provision of these services is compatible with maintaining the auditors’ independence.

(i)       Not applicable.

(j)       Not applicable.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Investments

(a)       Included as part of report to shareholders filed under Item 1 of this Form N-CSR.

(b)       Divestment of securities in accordance with Section 13(c) of the Investment Company Act of 1940.

Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Companies and Affiliated Purchasers

Not applicable.

  

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Item 10. Submission of Matters to a Vote of Security Holders

Not applicable.

Item 11. Controls and Procedures

The registrant’s principal executive officer and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing of this report, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the Investment Company Act of 1940 (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)) and provide reasonable assurance that the information required to be disclosed by the registrant in its reports or statements filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.

There were no significant changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940 (17 CFR 270.30a-3(d)) that occurred during the period covered by the report to stockholders included herein that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies

Not applicable.

Item 13. Exhibits

(a) (1) Code of Ethics

Not applicable.

(2) Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Rule 30a-2 under the Investment Company Act of 1940 are attached hereto as Exhibit 99.CERT.

(3) Written solicitations to purchase securities pursuant to Rule 23c-1 under the Securities Exchange Act of 1934.

Not applicable.

(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are furnished herewith as Exhibit 99.906CERT.
  

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf, by the undersigned, thereunto duly authorized.

VOYAGEUR MUTUAL FUNDS III

/s/SHAWN K. LYTLE  
By: Shawn K. Lytle  
Title: President and Chief Executive Officer
Date: January 3, 2024  

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/SHAWN K. LYTLE  
By: Shawn K. Lytle  
Title: President and Chief Executive Officer
Date: January 3, 2024  

/s/RICHARD SALUS  
By: Richard Salus  
Title: Chief Financial Officer  
Date: January 3, 2024  
  

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘N-CSR’ Filing    Date First  Last      Other Filings
10/28/241
2/28/241
Filed as of / Effective on:1/4/24
Filed on:1/3/247
12/31/231
12/21/231
For Period end:10/31/2315NPORT-P
10/30/231
10/1/231
7/25/231
5/1/231
4/28/231NPORT-P
3/31/231
1/1/231
12/31/221
12/5/221497,  497K
11/1/221
10/31/2215N-CEN,  N-CSR,  NPORT-P
4/1/221
10/31/201N-CEN,  N-CSR
10/31/13124F-2NT,  24F-2NT/A,  N-CSR,  NSAR-B
6/2/031
8/28/971
5/20/941
5/16/941
 List all Filings 


10 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/06/24  Delaware Group Adviser Funds      497         3/06/24    1:15M                                    Pietrzykowski Kris… R/FA
 3/06/24  Delaware Group Equity Funds II    497         3/06/24    1:15M                                    Pietrzykowski Kris… R/FA
 3/06/24  Ivy Funds                         497         3/06/24    1:15M                                    Pietrzykowski Kris… R/FA
 3/01/24  Delaware Group Adviser Funds      N-14/A                12:15M                                    Pietrzykowski Kris… R/FA
 3/01/24  Delaware Group Equity Funds II    N-14/A                12:15M                                    Pietrzykowski Kris… R/FA
 3/01/24  Ivy Funds                         N-14/A                12:15M                                    Pietrzykowski Kris… R/FA
 2/27/24  Voyageur Mutual Funds III         485BPOS     2/27/24   25:4.9M                                   Digital Publishi… Inc/FA
 1/18/24  Delaware Group Adviser Funds      N-14                  14:13M                                    Pietrzykowski Kris… R/FA
 1/18/24  Delaware Group Equity Funds II    N-14                  14:13M                                    Pietrzykowski Kris… R/FA
 1/18/24  Ivy Funds                         N-14                  14:13M                                    Pietrzykowski Kris… R/FA
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