PROPOSAL 5 -- ALL FUNDS
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
Upon the recommendation of the Audit Committee, the Board of Directors has
selected Deloitte & Touche LLP ("Deloitte") to serve as independent auditors of
each Fund with respect to its financial statements for its current fiscal year
and recommends that shareholders ratify such selection. Deloitte has confirmed
to the Audit Committee that they are independent auditors with respect to each
Fund. Representatives of Deloitte are not expected to be present at the
Meeting, but have been given the opportunity to make a statement if they so
desire and will be available should any matter arise requiring their presence.
Deloitte also serves as independent auditors of the other Babson Funds, Great
Hall Investment Funds, Inc., J&B Funds and RBC Funds, Inc.
The Audit Committee is required to pre-approve all audit services and non-audit
services that an independent auditor provides to the Funds. Furthermore, the
Audit Committee is required to pre-approve any engagement of a Fund's
independent auditor to provide non-audit services to Voyageur or any affiliate
of Voyageur that provides ongoing services to the Funds, if such engagement
would relate directly to the Funds' operations and financial reporting. The
Audit Committee may delegate to one or more of its members authority to
pre-approve the auditor's provision of audit and/or non-audit services to the
Funds, or the provision of non-audit services to Voyageur or any service
provider affiliated with Voyageur. The Audit Committee will also review at
least annually whether any receipt of non-audit fees by the Funds' independent
auditor from (i) the Fund, (ii) other funds advised by Voyageur or its
affiliates, (iii) Voyageur or any entity controlling or controlled by Voyageur,
and (iv) any investment advisor or investment company service provider under
common control with Voyageur is compatible with maintaining the independence of
the independent auditor.
PricewaterhouseCoopers LLP ("PwC") served as independent auditors of the Funds
for the fiscal year ended June 30, 2003. Representatives of PwC are not
expected to be present at the Meeting, but have been given the opportunity to
make a statement if they so desire and will be available should any matter
arise requiring their presence. For further information about the independent
auditors of the Funds, please refer to the "Independent Auditors" section under
"Service Providers" below.
* * *
SHAREHOLDER APPROVAL: Approval of Proposal 5 by each Fund's shareholders will
require the vote of the holders of a majority of the shares of the Fund present
in person or by proxy at the Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT SHAREHOLDERS OF EACH FUND
VOTE FOR PROPOSAL 5.
The Board does not intend to present any other business at the Meeting. If,
however, any other matters are properly brought before the Meeting, the persons
named in the accompanying form of proxy will vote thereon in accordance with