UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number:   811-06322
 
Exact name of registrant as specified in charter: Delaware Pooled ® Trust
 
Address of principal executive offices: 2005 Market Street
Philadelphia, PA 19103
 
Name and address of agent for service: David F. Connor, Esq.
2005 Market Street
Philadelphia, PA 19103
 
Registrant’s telephone number, including area code: (800) 523-1918
 
Date of fiscal year end: October 31
 
Date of reporting period: January 31, 2014



Item 1. Schedule of Investments.

Schedule of investments

Delaware Pooled ® Trust — The Core Focus Fixed Income Portfolio
January 31, 2014 (Unaudited)

        Principal       Value
amount° (U.S. $)
Agency Asset-Backed Security – 0.43%
       Fannie Mae Grantor Trust
              Series 2003-T4 2A5
              5.407% 9/26/33 19,257 $ 21,238
Total Agency Asset-Backed Security (cost
       $19,070) 21,238
 
Agency Collateralized Mortgage Obligations – 2.09%
       Fannie Mae REMICs
              Series 2010-35 AB
              5.00% 11/25/49 8,671 9,355
              Series 2011-105 FP
              0.558% 6/25/41 43,220 43,054
              Series 2011-134 PA
              4.00% 9/25/40 5,347 5,584
              Series 2012-19 HB
              4.00% 1/25/42 11,241 11,671
              Series 3800 AF
              0.66% 2/15/41 33,542 33,697
Total Agency Collateralized Mortgage
       Obligations (cost $103,084) 103,361
 
Agency Mortgage-Backed Securities – 24.27%
       Fannie Mae
              4.50% 5/1/41 2,892 3,073
              5.50% 1/1/36 2,777 3,058
       Fannie Mae ARM
              2.411% 5/1/43 2,796 2,753
              2.546% 6/1/43 999 992
              3.293% 9/1/43 3,974 4,077
       Fannie Mae S.F. 15 yr
              2.50% 7/1/27 762 767
              2.50% 2/1/28 15,576 15,675
              2.50% 5/1/28 1,872 1,880
              3.00% 3/1/27 119,437 123,420
              3.50% 7/1/26 2,725 2,876
              4.00% 11/1/25   32,728 35,077
              4.50% 4/1/18 396 424
              4.50% 8/1/19 2,252 2,411
              5.00% 1/1/20 2,222 2,379
              5.00% 6/1/20 287 308
              5.00% 2/1/21 1,437 1,539
              6.00% 12/1/20 534 562
       Fannie Mae S.F. 15 yr TBA
              2.50% 2/1/29 164,000 164,512
              3.00% 2/1/29 54,000 55,730
              3.50% 2/1/29 112,000 118,055
       Fannie Mae S.F. 20 yr          
              3.00% 2/1/33 5,632 5,668
              3.00% 8/1/33 1,950 1,963
              3.50% 9/1/33 1,958 2,036
              5.00% 11/1/23 320 349
              5.50% 12/1/29 1,044 1,153
              6.00% 12/1/21 276 305
              6.00% 9/1/29 1,881 2,097
       Fannie Mae S.F. 30 yr
              3.00% 10/1/42 43,815 42,645
              3.00% 12/1/42 9,244 8,998
              3.00% 1/1/43 19,644 19,119
              3.00% 4/1/43 10,537 10,256
              3.50% 3/1/43 5,682 5,778
              4.00% 11/1/40 1,283 1,346
              4.00% 1/1/41 6,899 7,232
              4.00% 7/1/41 8,727 9,152
              4.00% 3/1/42 2,583 2,708
              4.00% 1/1/43 4,311 4,520
              4.50% 7/1/36 815 875
              4.50% 11/1/40 3,112 3,340
              4.50% 2/1/41 1,475 1,583
              4.50% 3/1/41 8,077 8,669
              4.50% 5/1/41 928 998
              4.50% 10/1/41 6,417 6,885
              4.50% 11/1/41 4,214 4,521
              4.50% 9/1/43 2,865 3,076
              5.00% 2/1/35 18,018 19,715
              5.00% 10/1/35 1,488 1,625
              5.50% 2/1/33 2,737 3,023
              5.50% 4/1/34 986 1,088
              5.50% 8/1/34 309 341
              5.50% 11/1/34 1,310 1,444
              5.50% 1/1/35 298 328
              5.50% 2/1/35 2,545 2,846
              5.50% 5/1/35 1,758 1,952
              5.50% 5/1/36 541 596
              5.50% 7/1/36 965 1,063
              5.50% 1/1/37 1,934 2,132
              5.50% 8/1/37 4,934 5,439
              5.50% 2/1/38 1,903 2,097
              5.50% 9/1/38 3,378 3,719
              5.50% 12/1/38 8,247 9,086
              6.00% 7/1/35 6,026 6,729
              6.00% 10/1/35 6,406 7,089
              6.00% 8/1/37 1,411 1,575
              6.00% 9/1/37 668 742
              6.00% 4/1/38 3,852 4,264
              6.00% 9/1/39 16,971 18,785

(continues)       NQ-DPT-197 [1/14] 3/14 (12239) 1



Schedule of investments

Delaware Pooled ® Trust — The Core Focus Fixed Income Portfolio

Principal Value
amount°       (U.S. $)
Agency Mortgage-Backed Securities (continued)
       Fannie Mae S.F. 30 yr
              6.00% 10/1/39 1,024 $ 1,135
              6.00% 4/1/40        25 28
              6.50% 11/1/36 1,241 1,383
              6.50% 10/1/39 1,777 1,980
       Fannie Mae S.F. 30 yr TBA
              3.00% 2/1/44 99,000 96,247
              4.00% 2/1/44 6,000 6,285
              4.50% 3/1/44 158,000 168,986
       Freddie Mac
              4.50% 1/1/41 5,039 5,334
       Freddie Mac S.F. 15 yr
              4.50% 8/1/24 3,047 3,290
       Freddie Mac S.F. 30 yr
              3.00% 10/1/42 4,517 4,388
              3.00% 11/1/42 3,734 3,627
              4.00% 11/1/40 3,249 3,396
              4.00% 12/1/40 53,887 56,315
              4.50% 10/1/39 5,127 5,491
              4.50% 3/1/42 16,074 17,220
              4.50% 10/1/43 962 1,036
              5.50% 1/1/35 9,216 10,128
              5.50% 1/1/37 9,075 9,950
              6.00% 8/1/38 10,517 11,696
Total Agency Mortgage-Backed Securities
       (cost $1,193,345) 1,198,433
 
Commercial Mortgage-Backed Securities – 2.27%
       Bear Stearns Commercial
              Mortgage Securities
              Trust
              Series 2006-PW12 A4
              5.71% 9/11/38 45,000 49,238
       Credit Suisse Commercial
              Mortgage Trust
              Series 2006-C1 AAB
              5.465% 2/15/39 9,463 9,647
       Goldman Sachs Mortgage
              Securities II
              Series 2005-GG4 A4A
              4.751% 7/10/39 14,370 14,863
       JPMorgan Chase
              Commercial Mortgage
              Securities Trust
              Series 2005-LDP5 A4
              5.24% 12/15/44 10,000 10,647
       JPMorgan Chase
              Commercial Mortgage  
              Securities Trust
              Series 2006-LDP8 AM  
              5.44% 5/15/45 25,000 27,428
Total Commercial Mortgage-Backed
       Securities (cost $106,149) 111,823
 
Corporate Bonds – 30.85%
Banking 5.98%
       Abbey National Treasury
              Services
              3.05% 8/23/18 5,000 5,172
       Bank of America
              2.60% 1/15/19 5,000 5,034
              4.125% 1/22/24 20,000 20,235
       City National
              5.25% 9/15/20 10,000 11,002
       Fifth Third Bancorp
              4.30% 1/16/24 15,000 14,997
       Goldman Sachs Group
              2.625% 1/31/19 15,000 15,030
       HSBC Holdings
              4.00% 3/30/22 15,000 15,570
       JPMorgan Chase
              3.875% 2/1/24 20,000 20,007
              6.75% 8/29/49 10,000 10,185
       KeyCorp 2.30% 12/13/18 5,000 5,006
       Morgan Stanley
              2.50% 1/24/19 10,000 9,985
              4.10% 5/22/23 15,000 14,636
              5.00% 11/24/25 10,000 10,168
       Northern Trust
              3.95% 10/30/25 10,000 10,055
       PNC Funding
              5.625% 2/1/17 23,000 25,673
       Santander Holdings USA
              3.45% 8/27/18 5,000 5,190
       State Street
              3.10% 5/15/23 10,000 9,479
       SunTrust Bank
              2.35% 11/1/18 5,000 5,038
       SVB Financial Group
              5.375% 9/15/20 15,000 16,914
       US Bancorp
              3.70% 1/30/24 35,000 35,317

2 NQ-DPT-197 [1/14] 3/14 (12239)



Principal Value
amount° (U.S. $)
Corporate Bonds (continued)      
Banking (continued)
       Wachovia
              0.609% 10/15/16 5,000 $ 4,984
       Wells Fargo
              3.00% 1/22/21 5,000 5,030
              4.125% 8/15/23 5,000 4,998
              144A 4.48% 1/16/24 # 5,000 5,116
       Zions Bancorp
              4.50% 3/27/17 10,000 10,662
  295,483
Basic Industry 2.24%
       Barrick Gold
              4.10% 5/1/23 10,000 9,248
       CF Industries
              6.875% 5/1/18 20,000 23,399
       Dow Chemical
              8.55% 5/15/19 10,000 12,881
       FMC 4.10% 2/1/24 5,000 5,096
       Georgia-Pacific
              8.00% 1/15/24 10,000 13,216
       International Paper
              6.00% 11/15/41 5,000 5,700
       Lubrizol 5.50% 10/1/14 5,000 5,169
       Mosaic 5.625% 11/15/43 5,000 5,151
       Packaging Corp. of America
              4.50% 11/1/23 5,000 5,163
       Rio Tinto Finance U.S.A.
              3.50% 11/2/20 10,000 10,265
       Rock-Tenn 3.50% 3/1/20 5,000 5,079
       Teck Resources
              3.75% 2/1/23 5,000 4,757
       Weyerhaeuser
              4.625% 9/15/23 5,000 5,210
  110,334
Brokerage 0.69%
       Jefferies Group
              6.45% 6/8/27 19,000 20,253
       Lazard Group
              6.85% 6/15/17 12,000 13,766
  34,019
Capital Goods 0.41%
       Crane 2.75% 12/15/18 5,000 5,077
       Ingersoll-Rand Global
              Holding 144A
              4.25% 6/15/23 # 15,000 15,301
       Ingersoll-Rand Global
              Holding 144A  
              4.25% 6/15/23 # 15,000   15,301
  20,378
Communications 1.93%
       American Tower
              5.00% 2/15/24 15,000 15,822
       AT&T 4.30% 12/15/42 5,000 4,332
       Crown Castle Towers 144A
              4.883% 8/15/20 # 20,000 21,805
       Interpublic Group
              3.75% 2/15/23 5,000 4,836
       Orange 2.75% 2/6/19 10,000 10,051
       Qwest 6.75% 12/1/21 5,000 5,591
       Verizon Communications
              5.15% 9/15/23 30,000 32,677
  95,114
Consumer Cyclical 2.34%
       CVS Caremark
              4.00% 12/5/23 10,000 10,256
       eBay 4.00% 7/15/42 5,000 4,259
       Home Depot
              3.75% 2/15/24 5,000 5,128
       Host Hotels & Resorts
              3.75% 10/15/23 5,000 4,795
              5.25% 3/15/22 10,000 10,717
       International Game
              Technology
              5.35% 10/15/23 15,000 15,888
       Marriott International
              3.375% 10/15/20 5,000 5,044
       QVC 4.375% 3/15/23 20,000 19,291
       TRW Automotive 144A
              4.45% 12/1/23 # 5,000 4,862
       Viacom 4.25% 9/1/23 15,000 15,371
       Wyndham Worldwide
              4.25% 3/1/22 15,000 15,159
       Yum Brands
              3.875% 11/1/23 5,000 4,985
  115,755
Consumer Non-Cyclical 1.48%
       Anheuser-Busch InBev
              Finance 3.70% 2/1/24 5,000 5,088
       Boston Scientific
              2.65% 10/1/18 5,000 5,092

(continues)       NQ-DPT-197 [1/14] 3/14 (12239) 3



Schedule of investments

Delaware Pooled ® Trust — The Core Focus Fixed Income Portfolio

Principal Value
amount°       (U.S. $)
Corporate Bonds (continued)
Consumer Non-Cyclical (continued)
       Boston Scientific
              6.00% 1/15/20 5,000 $ 5,816
       CareFusion  
              6.375% 8/1/19 10,000   11,591
       Celgene 3.95% 10/15/20 10,000 10,615
       Kroger 3.30% 1/15/21 15,000 15,080
       Thermo Fisher Scientific
              4.15% 2/1/24 10,000 10,187
       Zoetis 3.25% 2/1/23 10,000 9,621
  73,090
Electric  4.71%
       Ameren Illinois
              9.75% 11/15/18 35,000 46,698
       American Transmission
              Systems 144A
              5.25% 1/15/22 # 5,000 5,425
       CenterPoint Energy
              5.95% 2/1/17 5,000 5,647
       Cleveland Electric
              Illuminating
              5.50% 8/15/24 5,000 5,553
       Electricite de France 144A
              4.875% 1/22/44 # 15,000 14,644
       Entergy Louisiana
              4.05% 9/1/23 10,000 10,452
       Exelon Generation
              4.25% 6/15/22 15,000 14,801
       Great Plains Energy
              5.292% 6/15/22 10,000 11,037
       Integrys Energy Group
              6.11% 12/1/66 10,000 10,094
       LG&E & KU Energy
              3.75% 11/15/20 5,000 5,209
              4.375% 10/1/21 15,000 15,832
       MidAmerican Energy
              Holdings 144A
              3.75% 11/15/23 # 15,000 14,950
       Narragansett Electric 144A
              4.17% 12/10/42 # 5,000 4,659
       National Rural Utilities
              Cooperative Finance
              4.75% 4/30/43 5,000 4,712
       NextEra Energy Capital
              Holdings
              3.625% 6/15/23 5,000 4,866
       NextEra Energy Capital
              Holdings
              6.35% 10/1/66 15,000 14,859
       Pennsylvania Electric
              5.20% 4/1/20 10,000   11,014
       Public Service of New
              Hampshire
              3.50% 11/1/23 5,000 5,045
       Southwestern Electric
              Power 6.45% 1/15/19 10,000 11,719
       Wisconsin Energy  
              6.25% 5/15/67 15,000 15,386
232,602
Energy  2.12%
       Continental Resources
              4.50% 4/15/23 15,000 15,388
       KFW 1.875% 4/1/19 10,000 10,062
       Petrobras International
              Finance
              5.375% 1/27/21 5,000 4,962
       Petroleos Mexicanos 144A
              3.125% 1/23/19 # 10,000 10,065
       Pride International
              6.875% 8/15/20 20,000 24,218
       Statoil 2.90% 11/8/20 5,000 5,055
       Total Capital
              4.45% 6/24/20 20,000 22,186
       Woodside Finance 144A
              8.75% 3/1/19 # 10,000 12,789
  104,725
Finance Companies  0.78%
       General Electric Capital
              2.30% 1/14/19 10,000 10,111
              4.375% 9/16/20 15,000 16,425
              6.00% 8/7/19 10,000 11,828
  38,364
Insurance 2.16%
       Allstate 5.75% 8/15/53 5,000 5,074
       American International
              Group 6.40% 12/15/20 20,000 23,830
       Berkshire Hathaway
              Finance
              2.90% 10/15/20 15,000 15,181
       Chubb 6.375% 3/29/67 5,000 5,538

4 NQ-DPT-197 [1/14] 3/14 (12239)



Principal       Value
amount° (U.S. $)
Corporate Bonds (continued)
Insurance (continued)
       Highmark 144A
              4.75% 5/15/21 # 5,000 $ 4,919
       Liberty Mutual Group 144A
              4.25% 6/15/23 # 10,000 9,946
       MetLife 6.40% 12/15/36 20,000 20,800
       Prudential Financial
              3.875% 1/14/15 5,000 5,156
              5.875% 9/15/42 10,000 10,300
              6.00% 12/1/17 5,000 5,801
  106,545
Natural Gas  1.73%
       El Paso Pipeline Partners
              Operating
              6.50% 4/1/20 10,000 11,616
       Energy Transfer Partners
              3.60% 2/1/23 20,000 18,950
       Enterprise Products
              Operating
              7.034% 1/15/68 5,000 5,555
       Kinder Morgan Energy
              Partners
              3.50% 9/1/23 5,000 4,700
              9.00% 2/1/19 5,000 6,399
       Nisource Finance
              6.125% 3/1/22 10,000 11,497
       Plains All American Pipeline
              8.75% 5/1/19 5,000 6,465
       TransCanada PipeLines
              3.75% 10/16/23 5,000 4,987
              6.35% 5/15/67 10,000 10,327
       Williams Partners
              4.50% 11/15/23 5,000 5,079
  85,575
Real Estate 1.58%
       Alexandria Real Estate
              Equities 4.60% 4/1/22 10,000 10,293
       CBL & Associates
              5.25% 12/1/23 5,000 5,159
       Corporate Office Properties
              3.60% 5/15/23 5,000 4,643
              5.25% 2/15/24 5,000 5,254
       Digital Realty Trust
              5.25% 3/15/21 10,000 10,426
              5.875% 2/1/20 5,000 5,506
       Duke Realty
              3.625% 4/15/23 5,000 4,713
       Liberty Property  
              4.40% 2/15/24 5,000 5,023
       Mid-America Apartments
              4.30% 10/15/23 10,000 9,967
       National Retail Properties
              3.30% 4/15/23 5,000 4,681
       Regency Centers
              5.875% 6/15/17 7,000 7,825
       Weingarten Realty
              Investors
              3.50% 4/15/23 5,000 4,706
78,196
Technology 1.77%
       Broadridge Financial
              Solutions 3.95% 9/1/20 5,000 5,126
       EMC 2.65% 6/1/20 10,000 10,022
       Fidelity National
              Information Services
              3.50% 4/15/23 10,000 9,389
       Hewlett-Packard
              1.182% 1/14/19 5,000 5,004
       Microsoft
              2.125% 11/15/22 5,000 4,627
       National Semiconductor
              6.60% 6/15/17 10,000 11,725
       NetApp
              2.00% 12/15/17 5,000 5,021
              3.25% 12/15/22 5,000 4,655
       Seagate HDD Cayman
              144A
              3.75% 11/15/18 # 5,000 5,112
       Total System Services
              3.75% 6/1/23 10,000 9,514
       Xerox 5.625% 12/15/19 15,000 16,928
  87,123
Transportation 0.83%
       Burlington Northern Santa
              Fe
              3.00% 3/15/23 15,000 14,327
              5.15% 9/1/43 5,000 5,290
       ERAC USA Finance 144A
              4.50% 8/16/21 # 10,000 10,663

(continues)       NQ-DPT-197 [1/14] 3/14 (12239) 5



Schedule of investments

Delaware Pooled ® Trust — The Core Focus Fixed Income Portfolio

Principal       Value
amount° (U.S. $)
Corporate Bonds (continued)  
Transportation (continued)
       Norfolk Southern
              4.80% 8/15/43 5,000 $ 5,071
       United Parcel Service
              5.125% 4/1/19 5,000 5,772
  41,123
Utilities 0.10%
       American Water Capital
              3.85% 3/1/24 5,000 5,024
  5,024
Total Corporate Bonds (cost $1,476,320) 1,523,450
 
Non-Agency Asset-Backed Securities – 0.58%
       John Deere Owner Trust
              Series 2011-A A4
              1.96% 4/16/18 10,000 10,057
       MASTR Specialized Loan
              Trust
              Series 2005-2 A2 144A
              5.006% 7/25/35 # 2,926 2,936
       Mercedes-Benz Auto Lease
              Trust
              Series 2013-A A4
              0.72% 12/17/18 5,000 5,005
       Mid-State Trust XI
              Series 11 A1
              4.864% 7/15/38 10,137 10,814
Total Non-Agency Asset-Backed Securities
       (cost $27,618) 28,812
 
Regional Bond – 0.10% Δ
Canada 0.10%
       Province of Ontario
              Canada 2.00% 1/30/19 5,000 5,026
Total Regional Bond (cost $4,997) 5,026
 
Supranational Banks – 0.51%
       European Investment Bank
              1.875% 3/15/19 10,000 10,033
              3.25% 1/29/24 10,000 10,121
       International Bank for
              Reconstruction &
              Development
              1.875% 3/15/19 5,000 5,033
Total Supranational Banks (cost $24,893) 25,187
 
U.S. Treasury Obligations – 37.59%
       U.S. Treasury Bills
              2.375% 8/31/14 490,000 496,336
       U.S. Treasury Bonds
              3.625% 8/15/43 215,000 215,067
       U.S. Treasury Notes
              1.50% 12/31/18 265,000 265,197
              1.50% 1/31/19 270,000 269,884
              2.75% 11/15/23 605,000 609,443
Total U.S. Treasury Obligations (cost
       $1,839,464) 1,855,927
 
  Number of
  Shares
Preferred Stock – 0.34%
       Alabama Power 5.625% 620 14,303
       Integrys Energy Group
              6.00% 100 2,439
Total Preferred Stock (cost $17,597) 16,742
 
Principal
amount°
Short-Term Investments – 14.47%
Repurchase Agreements 9.40%
       Bank of America Merrill
              Lynch
              0.01%, dated 1/31/14,
              to be repurchased on
              2/3/14, repurchase price
              $116,913 (collateralized
              by U.S. government
              obligations
              0.00%-1.25%
              5/8/14-11/30/18;
              market value $119,251) 116,913 116,913

6 NQ-DPT-197 [1/14] 3/14 (12239)



      Principal       Value
  amount° (U.S. $)
Short-Term Investments (continued)
Repurchase Agreements (continued)
       Bank of Montreal
              0.02%, dated 1/31/14,
              to be repurchased on
              2/3/14, repurchase price
              $19,485 (collateralized
              by U.S. government
              obligations
              0.25%-2.75% 4/30/14-
              11/15/23; market value
              $19,875) 19,485 $ 19,485
       BNP Paribas
              0.02%, dated 1/31/14,
              to be repurchased on
              2/3/14, repurchase price
              $327,603 (collateralized
              by U.S. government
              obligations
              0.25%-2.375%
              3/31/14-12/31/20;
              market value $334,154) 327,602 327,602
  464,000
U.S. Treasury Obligations 5.07%
       U.S. Treasury Bills
              0.056% 4/24/14 181,956 181,945
              0.093% 11/13/14 68,414 68,375
  250,320
Total Short-Term Investments (cost
       $714,296)   714,320  
 
Total Value of  
       Securities – 113.50%
              (cost $5,526,833) 5,604,319
  
Liabilities Net of Receivables and Other
       Assets – (13.50%) (666,427 )
Net Assets – 100.00% $ 4,937,892
____________________
 
# Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. At Jan. 31, 2014, the aggregate value of Rule 144A securities was $143,192, which represents 2.90% of the Portfolio’s net assets. See Note 5 in “Notes.”

The rate shown is the effective yield at the time of purchase.

°

Principal amount shown is stated in U.S. dollars unless noted that the security is denominated in another currency.

Variable rate security. The rate shown is the rate as of Jan. 31, 2014. Interest rates reset periodically.

Δ Securities have been classified by country of origin.

Summary of abbreviations:
ARM – Adjustable Rate Mortgage
MASTR – Mortgage Asset Securitization Transactions, Inc.
REMIC – Real Estate Mortgage Investment Conduit
S.F. – Single Family
TBA – To be announced
USD – United States Dollar
yr – Year

(continues)       NQ-DPT-197 [1/14] 3/14 (12239) 7



Notes

Delaware Pooled ® Trust — The Core Focus Fixed Income Portfolio
January 31, 2014 (Unaudited)

1. Significant Accounting Policies

The following accounting policies are in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and are consistently followed by Delaware Pooled ® Trust - The Core Focus Fixed Income Portfolio (Portfolio). This report covers the period of time since the Portfolio’s last fiscal year end.

Security Valuation — Equity securities, except those traded on the Nasdaq Stock Market, Inc. (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. Securities 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 does not trade, then the mean between the bid and ask prices will be used, which approximates fair value. Debt securities are valued based upon valuations provided by an independent pricing service or broker and reviewed by management. To the extent current market prices are not available, the pricing service may take into account developments related to the specific security, as well as transactions in comparable securities. U.S. government and agency securities are valued at the mean between the bid and ask prices, which approximates fair value. Valuations for fixed income securities utilize matrix systems, which reflect such factors as security prices, yields, maturities, and ratings, and are supplemented by dealer and exchange quotations. For asset-backed securities, collateralized mortgage obligations, commercial mortgage securities and U.S. government agency mortgage securities, pricing vendors utilize matrix pricing which considers prepayment speed, attributes of the collateral, yield or price of bonds of comparable quality, coupon, maturity and type as well as broker/dealer-supplied prices. Futures contracts and options on futures contracts are valued at the daily quoted settlement prices. Generally, other securities and assets for which market quotations are not readily available are valued at fair value as determined in good faith under the direction of the Portfolio’s Board of Trustees (Board).

Federal & Foreign Income Taxes — No provision for federal income taxes has been made as the Portfolio 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 Portfolio evaluates tax positions taken or expected to be taken in the course of preparing the Portfolio’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 or expense in the current year. Management has analyzed the Portfolio’s tax positions taken for all open federal income tax years (Oct. 31, 2010–Oct. 31, 2013), and has concluded that no position for federal income tax is required in the Portfolio’s financial statements. In regards to foreign taxes only, the Portfolio has open tax years in certain foreign countries it invests in that may date back to the inception of the Portfolio.

Repurchase Agreements — The Portfolio may purchase certain U.S. government securities subject to the counterparty’s agreement to repurchase them at an agreed upon date and price. The counterparty will be required on a daily basis to maintain the value of the collateral subject to the agreement at not less than the repurchase price (including accrued interest). The agreements are conditioned upon the collateral being deposited under the Federal Reserve book-entry system with the Portfolio’s custodian or a third-party sub-custodian. In the event of default or bankruptcy by the other party to the agreement, retention of the collateral may be subject to legal proceedings. All open repurchase agreements as of the date of this report were entered into on Jan. 31, 2014.

To Be Announced Trades (TBA) — The Portfolio may contract to purchase securities for a fixed price at a transaction date beyond the customary settlement period (e.g., when issued, delayed delivery, forward commitment, or TBA transactions) consistent with the Portfolio’s ability to manage its investment portfolio and meet redemption requests. These transactions involve a commitment by the Portfolio to purchase securities for a predetermined price or yield with payment and delivery taking place more than three days in the future, or after a period longer than the customary settlement period for that type of security. No interest will be earned by the Portfolio on such purchases until the securities are delivered; however the market value may change prior to delivery.

Use of Estimates — The preparation of financial statements in conformity with U.S. 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 Portfolio are charged directly to the Portfolio. Other expenses common to various funds within the Delaware Investments ® Family of Funds are generally allocated among such funds on the basis of average net assets. Management fees and some 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 the accrual basis. Discounts and premiums on debt securities are amortized to interest income over the lives of the respective securities using the effective interest method. Realized gains (losses) on paydowns of asset- and mortgage-backed securities are classified as interest income. The Portfolio declares and pays dividends from net investment income and distributions from net realized gain on investments, if any, annually. The Portfolio may distribute more frequently, if necessary for tax purposes. Dividends and distributions, if any, are recorded on the ex-dividend date.

8 NQ-DPT-197 [1/14] 3/14 (12239)



(Unaudited)

2. Investments

At Jan. 31, 2014, the cost of investments for federal income tax purposes has been estimated since the final tax characteristics cannot be determined until fiscal year end. At Jan. 31, 2014, the cost of investments and unrealized appreciation (depreciation) for the Portfolio were as follows:

Cost of Investments $ 5,530,474  
Aggregate unrealized appreciation $ 90,611
Aggregate unrealized depreciation (16,766 )
Net unrealized appreciation $ 73,845

For federal income tax purposes, at Oct. 31, 2013, capital loss carryforwards of $170,701 may be carried forward and applied against future capital gains. Capital loss carryforwards, if not utilized in future years, will expire as follows: $170,701 expires in 2018.

On Dec. 22, 2010, the Regulated Investment Company Modernization Act of 2010 (Act) was enacted, which changed various technical rules governing the tax treatment of regulated investment companies. The changes were generally effective for taxable years beginning after the date of enactment. Under the Act, the Fund is permitted to carry forward capital losses incurred in taxable years beginning after the date of enactment for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered all short-term as permitted under previous regulation.

U.S. GAAP defines fair value as the price that the Portfolio 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 developed based on the best information available under the circumstances. The Portfolio’s 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 below.

Level 1 – 

inputs are quoted prices in active markets for identical investments (e.g., equity securities, open-end investment companies, futures contracts, 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) (e.g., debt securities, government securities, swap contracts, foreign currency exchange contracts, foreign securities utilizing international fair value pricing, broker-quoted securities, fair valued securities)

 
Level 3

inputs are significant unobservable inputs (including the Portfolio’s own assumptions used to determine the fair value of investments) (e.g., broker-quoted securities, fair valued securities)

Level 3 investments are valued using significant unobservable inputs. The Portfolio 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.

(continues)         NQ-DPT-197 [1/14] 3/14 (12239) 9



(Unaudited)

2. Investments (continued)

The following table summarizes the valuation of the Portfolio’s investments by fair value hierarchy levels as of Jan. 31, 2014:

Level 1       Level 2 Total
Agency, Asset-Backed &      
       Mortgage Backed Securities $ $ 1,463,667 $ 1,463,667
Corporate Debt 1,523,450 1,523,450
Foreign Debt   30,213 30,213
Preferred Stock 16,742 16,742
U.S. Treasury Obligations 1,855,927 1,855,927
Short-Term Investments 714,320 714,320
Total $ 16,742 $ 5,587,577 $ 5,604,319

During the period ended Jan. 31, 2014, there were no transfers between Level 1 investments, Level 2 investments or Level 3 investments that had a significant impact to the Portfolio. The Portfolio’s policy is to recognize transfers between levels at the beginning of the reporting period.

A reconciliation of Level 3 investments is presented when the Portfolio has a significant amount of Level 3 investments at the beginning, interim or end of the period in relation to net assets. At Jan. 31, 2014, there were no Level 3 investments.

3. Derivatives

U.S. GAAP requires disclosures that enable investors to understand: 1) how and why an entity uses derivatives; 2) how they are accounted for; and 3) how they affect an entity’s results of operations and financial position.

Futures Contracts — A futures contract is an agreement in which the writer (or seller) of the contract agrees to deliver to the buyer an amount of cash or securities equal to a specific dollar amount times the difference between the value of a specific security or index at the close of the last trading day of the contract and the price at which the agreement is made. The Portfolio may use futures in the normal course of pursuing its investment objective. The Portfolio invests in futures contracts to hedge its existing portfolio securities against fluctuations in fair value caused by changes in prevailing market interest rates. Upon entering into a futures contract, the Portfolio deposits cash or pledges U.S. government securities to a broker, equal to the minimum “initial margin” requirements of the exchange on which the contract is traded. Subsequent payments are received from the broker or paid to the broker each day, based on the daily fluctuation in the market value of the contract. These receipts or payments are known as “variation margin” and are recorded daily by the Portfolio as unrealized gains or losses until the contracts are closed. When the contracts are closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Risks of entering into futures contracts include potential imperfect correlation between the futures contracts and the underlying securities and the possibility of an illiquid secondary market for these instruments. When investing in futures, there is reduced counterparty credit risk to the Portfolio because futures are exchange-traded and the exchange’s clearing house, as counterparty to all exchange-traded futures, guarantees against default. At Jan. 31, 2014, there were no futures contracts outstanding.

4. Securities Lending

The Portfolio, along with other funds in the Delaware Investments ® Family of 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: (i) 102% with respect to U.S. securities and foreign securities that are denominated and payable in U.S. dollars; and (ii) 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 a particular day may be more or less than the value of the security on loan .

10 NQ-DPT-197 [1/14] 3/14 (12239)



(Unaudited)

Cash collateral received is generally invested in the Delaware Investments Collateral Fund No. 1 (Collective Trust) established by BNY Mellon for the purpose of investment on behalf of funds managed by Delaware Management Company (DMC), a series of Delaware Management Business Trust, that participate in BNY Mellon’s securities lending program. The Collective Trust may invest in U.S. government securities and high quality corporate debt, asset-backed and other money market securities and in repurchase agreements collateralized by such securities, provided that the Collective Trust will generally have a dollar-weighted average portfolio maturity of 60 days or less. The Portfolio can also accept U.S. 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 in sufficient 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 Portfolio, or at the discretion of the lending agent, replace the loaned securities. The Portfolio 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 Portfolio 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 Portfolio 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 Portfolio, the security lending agent and the borrower. The Portfolio records security lending income net of allocations to the security lending agent and the borrower.

The Collective Trust used for the investment of cash collateral received from borrowers of securities seeks to maintain a net asset value per unit of $1.00, but there can be no assurance that it will always be able to do so. The Portfolio may incur investment losses as a result of investing securities lending collateral in the Collective Trust. This could occur if an investment in the Collective Trust defaulted or if it were necessary to liquidate assets in the Collective Trust to meet returns on outstanding security loans at a time when the Collective Trust’s net asset value per unit was less than $1.00. Under those circumstances, the Portfolio may not receive an amount from the Collective Trust that is equal in amount to the collateral the Portfolio would be required to return to the borrower of the securities and the Portfolio would be required to make up for this shortfall.

At Jan. 31, 2014, the Portfolio had no securities out on loan.

5. Credit and Market Risk

The Portfolio invests in fixed income securities whose value is derived from an underlying pool of mortgages or consumer loans. The value of these securities is sensitive to changes in economic conditions, including delinquencies and/or defaults, and may be adversely affected by shifts in the market’s perception of the issuers and changes in interest rates. Investors receive principal and interest payments as the underlying mortgages and consumer loans are paid back. Some of these securities are collateralized mortgage obligations (CMOs). CMOs are debt securities issued by U.S. government agencies or by financial institutions and other mortgage lenders, which are collateralized by a pool of mortgages held under an indenture. Prepayment of mortgages may shorten the stated maturity of the obligations and can result in a loss of premium, if any has been paid. Certain of these securities may be stripped (securities which provide only the principal or interest feature of the underlying security). The yield to maturity on an interest-only CMO is extremely sensitive not only to changes in prevailing interest rates, but also to the rate of principal payments (including prepayments) on the related underlying mortgage assets. A rapid rate of principal payments may have a material adverse effect on the Portfolio’s yield to maturity. If the underlying mortgage assets experience greater than anticipated prepayments of principal, the Portfolio may fail to fully recoup its initial investment in these securities even if the securities are rated in the highest rating categories. The Portfolio invests in certain obligations that may have liquidity protection to ensure that the receipt of payments due on the underlying security is timely. Such protection may be provided through guarantees, insurance policies or letters of credit obtained by the issuer or sponsor through third-parties, through various means of structuring the transaction or through a combination of such approaches. The Portfolio will not pay any additional fees for such credit support, although the existence of credit support may increase the price of a security.

(continues)       NQ-DPT-197 [1/14] 3/14 (12239) 11



(Unaudited)

5. Credit and Market Risk (continued)

The Portfolio invests in fixed income securities whose value is derived from an underlying pool of mortgages or consumer loans. The value of these securities is sensitive to changes in economic conditions, including delinquencies and/or defaults, and may be adversely affected by shifts in the market’s perception of the issuers and changes in interest rates. Investors receive principal and interest payments as the underlying mortgages and consumer loans are paid back. Some of these securities are collateralized mortgage obligations (CMOs). CMOs are debt securities issued by U.S. government agencies or by financial institutions and other mortgage lenders, which are collateralized by a pool of mortgages held under an indenture. Prepayment of mortgages may shorten the stated maturity of the obligations and can result in a loss of premium, if any has been paid. Certain of these securities may be stripped (securities which provide only the principal or interest feature of the underlying security). The yield to maturity on an interest-only CMO is extremely sensitive not only to changes in prevailing interest rates, but also to the rate of principal payments (including prepayments) on the related underlying mortgage assets. A rapid rate of principal payments may have a material adverse effect on the Portfolio’s yield to maturity. If the underlying mortgage assets experience greater than anticipated prepayments of principal, the Portfolio may fail to fully recoup its initial investment in these securities even if the securities are rated in the highest rating categories.

The Portfolio invests in certain obligations that may have liquidity protection to ensure that the receipt of payments due on the underlying security is timely. Such protection may be provided through guarantees, insurance policies or letters of credit obtained by the issuer or sponsor through third parties, through various means of structuring the transaction or through a combination of such approaches. The Portfolio will not pay any additional fees for such credit support, although the existence of credit support may increase the price of a security.

The Portfolio may invest up to 15% of its net assets in illiquid securities, which may include securities with contractual restrictions on resale, securities exempt from registration under Rule 144A of the Securities Act of 1933, as amended, and other securities which may not be readily marketable. The relative illiquidity of these securities may impair the Portfolio 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 Portfolio Board has delegated to DMC, the day-to-day functions of determining whether individual securities are liquid for purposes of the Portfolio’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 Portfolio’s 15% limit on investments in illiquid securities. As of Jan. 31, 2014, no securities held by the Portfolio have been determined to be illiquid under the Portfolio’s Liquidity Procedures. Rule 144A securities held by the Portfolio have been identified on the schedule of investments.

6. Subsequent Events

Management has determined that no material events or transactions occurred subsequent to Jan. 31, 2014 that would require recognition or disclosure in the Portfolio’s schedule of investments.

12 NQ-DPT-197 [1/14] 3/14 (12239)



Schedule of investments

Delaware Pooled ® Trust — The Core Plus Fixed Income Portfolio
January 31, 2014 (Unaudited)

     Principal      Value
amount° (U.S. $)
Agency Asset-Backed Security – 0.21%
       Fannie Mae Grantor Trust
       Series 2003-T4 2A5
       5.407% 9/26/33 134,798 $ 148,665
Total Agency Asset-Backed Security
(cost $133,708) 148,665
 
Agency Collateralized Mortgage Obligations – 1.34%
Fannie Mae REMICs
       Series 2002-90 A1
       6.50% 6/25/42 16,814 19,433
       Series 2002-90 A2
       6.50% 11/25/42 37,604 42,934
       Series 2012-122 SD
       5.942% 11/25/42 Σ 93,636 23,650
         Series 2012-124 SD
       5.992% 11/25/42 Σ 94,063 21,794
       Series 2013-26 ID
       3.00% 4/25/33 Σ 188,907 30,704
       Series 2013-44 DI
       3.00% 5/25/33 Σ 243,771 40,590
Fannie Mae Whole Loan
       REMIC Trust
       Series 2004-W11 1A2
       6.50% 5/25/44 32,185 37,422
Freddie Mac REMICs
       Series 1730 Z
       7.00% 5/15/24 72,431 82,791
       Series 2326 ZQ
       6.50% 6/15/31 63,221 70,912
       Series 3123 HT
       5.00% 3/15/26 223,272 240,846
       Series 3656 PM
       5.00% 4/15/40 125,000 135,991
       Series 4148 SA
       5.94% 12/15/42 Σ 94,778 22,165
       Series 4185 LI
       3.00% 3/15/33 Σ 94,807 15,865
       Series 4191 CI
       3.00% 4/15/33 Σ 95,910 16,004
GNMA
       Series 2010-113 KE
       4.50% 9/20/40 125,000 135,551
Total Agency Collateralized Mortgage
Obligations (cost $878,784) 936,652
   
Agency Mortgage-Backed Securities – 23.43%
Fannie Mae
       2.27% 1/1/23 54,037 51,365
       4.50% 5/1/41 20,242 21,509
       6.50% 8/1/17 9,065 10,022
Fannie Mae ARM
       2.301% 8/1/34 42,393 45,010
       2.342% 3/1/38 51,099 54,187
       2.411% 5/1/43 32,617 32,113
       2.546% 4/1/36 39,017 41,584
       2.546% 6/1/43 10,989 10,910
       3.293% 9/1/43 41,726 42,810
Fannie Mae Relocation 30yr
       5.00% 11/1/33 3,539 3,827
       5.00% 1/1/34 3,129 3,387
       5.00% 11/1/34 6,534 7,071
       5.00% 10/1/35 18,335 19,830
       5.00% 1/1/36 23,262 25,171
Fannie Mae S.F. 15 yr
       2.50% 7/1/27 6,098 6,138
       2.50% 10/1/27 42,181 42,461
       2.50% 2/1/28 90,564 91,165
       2.50% 5/1/28 14,037 14,098
       3.00% 11/1/27 6,210 6,421
       3.50% 7/1/26 29,979 31,633
       4.00% 4/1/24 20,394 21,767
       4.00% 5/1/24 91,887 98,133
       4.00% 11/1/25 97,657 104,664
       4.50% 1/1/20 9,531 10,207
       5.00% 5/1/20 14,277 15,437
       5.00% 7/1/20 2,939 3,178
       5.00% 5/1/21 2,692 2,884
       5.50% 5/1/20 336 361
       5.50% 6/1/23 66,163 72,365
       6.00% 8/1/22 42,864 46,086
Fannie Mae S.F. 15 yr TBA
       2.50% 2/1/29 2,237,000 2,243,991
       3.00% 2/1/29 2,623,000 2,707,018
       3.50% 2/1/29 1,547,000 1,630,635
Fannie Mae S.F. 20 yr
       3.00% 8/1/33 15,603 15,703
       3.00% 9/1/33 29,408 29,597
       3.50% 9/1/33 22,517 23,410
       5.00% 11/1/23 2,239 2,445
       5.50% 8/1/28 81,191 89,703
       5.50% 12/1/29 4,175 4,612
       6.00% 12/1/21 3,584 3,966
       6.00% 9/1/29 24,449 27,261

(continues)        NQ-DPT-164 [1/14] 3/14 (12254) 1



Schedule of investments

Delaware Pooled ® Trust — The Core Plus Fixed Income Portfolio

Principal Value
            amount°      (U.S. $)
Agency Mortgage-Backed Securities (continued)
Fannie Mae S.F. 30 yr
       3.00% 7/1/42 34,510 $ 33,588
       3.00% 10/1/42 506,607 493,075
       3.00% 12/1/42 79,604 77,477
       3.00% 1/1/43 262,860 255,838
       3.00% 4/1/43 104,415 101,626
       3.50% 7/1/42 4,444 4,513
       3.50% 8/1/42 59,619 60,618
       4.00% 11/1/40 12,192 12,783
       4.00% 1/1/41 55,192 57,856
       4.00% 3/1/42 23,249 24,372
       4.00% 1/1/43 25,867 27,119
       4.50% 7/1/36 9,784 10,499
       4.50% 4/1/40 10,923 11,719
       4.50% 11/1/40 28,456 30,533
       4.50% 2/1/41 13,273 14,244
       4.50% 3/1/41 58,095 62,345
       4.50% 5/1/41 9,742 10,484
       4.50% 10/1/41 33,369 35,800
       4.50% 11/1/41 30,204 32,397
       4.50% 9/1/43 23,872 25,630
       5.00% 3/1/34 6,324 6,921
       5.00% 2/1/35 68,104 74,521
       5.00% 3/1/35 10,177 11,117
       5.00% 6/1/35 12,585 13,810
       5.00% 10/1/35 20,423 22,307
       5.50% 4/1/34 10,351 11,426
       5.50% 11/1/34 10,044 11,067
       5.50% 12/1/34 20,124 22,183
       5.50% 3/1/35 15,839 17,463
       5.50% 5/1/35 17,582 19,523
       5.50% 12/1/35 10,969 12,077
       5.50% 1/1/36 10,010 11,046
       5.50% 4/1/36 6,047 6,656
       5.50% 5/1/36 5,275 5,807
       5.50% 8/1/37 28,009 30,846
       5.50% 2/1/38 30,356 33,436
       5.50% 9/1/38 41,127 45,286
       6.00% 7/1/35 90,192 100,710
       6.00% 7/1/36 10,350 11,499
       6.00% 8/1/37 11,284 12,604
       6.00% 9/1/37 6,125 6,801
       6.00% 9/1/39 247,896 274,391
       7.00% 12/1/33 11,211 12,859
       7.00% 5/1/35 1,232 1,405
       7.00% 6/1/35 2,349 2,456
       7.00% 12/1/37 15,075 17,099
       7.50% 6/1/31 1,591 1,883
       7.50% 6/1/34 12,512 14,474
Fannie Mae S.F. 30 yr TBA
       3.00% 2/1/44 1,061,000 1,031,491
       3.50% 2/1/44 448,000 454,510
       4.00% 2/1/44 462,000 483,945
       4.00% 3/1/44 1,180,000 1,232,178
       4.50% 3/1/44 2,090,000 2,235,320
Freddie Mac
       4.50% 1/1/41 39,050 41,336
Freddie Mac ARM
       2.464% 4/1/34 3,457 3,661
Freddie Mac Relocation 30 yr
       5.00% 9/1/33 2,889 3,129
Freddie Mac S.F. 15 yr
       4.00% 12/1/24 17,194 18,306
       4.00% 8/1/25 22,979 24,470
       4.00% 4/1/26 25,374 27,022
       4.50% 8/1/24 42,993 46,424
Freddie Mac S.F. 30 yr
       3.00% 10/1/42 35,235 34,225
       3.00% 11/1/42 29,870 29,018
       4.00% 11/1/40 18,413 19,246
       4.50% 10/1/39 39,390 42,177
       4.50% 3/1/42 134,817 144,424
       4.50% 10/1/43 11,544 12,432
       5.50% 9/1/35 97,173 106,626
       5.50% 11/1/35 11,148 12,228
       5.50% 3/1/40 22,240 24,313
       6.00% 8/1/38 33,117 36,828
       7.00% 11/1/33 1,537 1,774
Freddie Mac S.F. 30 yr TBA
       5.50% 3/1/44 145,000 158,645
GNMA I S.F. 30 yr
       7.00% 12/15/34 187,952 221,822
       7.50% 12/15/31 420 482
       7.50% 2/15/32 422 504
NCUA Guaranteed Notes Trust
       2.90% 10/29/20 40,000 41,733
Total Agency Mortgage-Backed Securities
(cost $16,248,541) 16,396,593

2 NQ-DPT-164 [1/14] 3/14 (12254)



Principal Value
            amount°       (U.S. $)
Commercial Mortgage-Backed Securities – 1.88%
Bear Stearns Commercial
       Mortgage Securities
       Trust
       Series 2006-PW12 A4
       5.71% 9/11/38 45,000 $ 49,238
CD Commercial Mortgage
       Trust
       Series 2005-CD1 C
       5.219% 7/15/44 40,000 41,585
  Commercial Mortgage Pass
       Through Certificates  
       Series 2013-CR12 A4
       4.046% 10/10/46 t 35,000 36,100
Credit Suisse Commercial
       Mortgage Trust
       Series 2006-C1 AAB
       5.465% 2/15/39 53,626 54,668
DB-UBS Mortgage Trust
       Series 2011-LC1A A3
       144A
       5.002% 11/10/46 # 200,000 223,396
FREMF Mortgage Trust
       Series 2010-K7 B 144A
       5.435% 4/25/20 # 14,000 15,228
Goldman Sachs Mortgage
       Securities II
       Series 2005-GG4 A4A
       4.751% 7/10/39 52,690 54,498
       Series 2006-GG6 A4
       5.553% 4/10/38 55,000 59,116
       Series 2010-C1 C 144A
       5.635% 8/10/43 # 100,000 109,710
JPMorgan Chase
       Commercial Mortgage
       Securities
       Series 2005-LDP5 A4
       5.24% 12/15/44 70,000 74,529
       Series 2006-LDP8 AM
       5.44% 5/15/45 50,000 54,855
       Series 2011-C5 A3
       4.171% 8/15/46 180,000 191,418
LB-UBS Commercial
       Mortgage Trust
       Series 2004-C1 A4
       4.568% 1/15/31 5,423 5,601
LB-UBS Commercial
       Mortgage Trust
       Series 2005-C3 B
       4.895% 7/15/40 15,000 15,425
Morgan Stanley Capital I
       Series 2005-HQ6 A4A
       4.989% 8/13/42 50,000 52,179
       Series 2005-HQ7 AJ
       5.207% 11/14/42 25,000 26,281
       Series 2005-HQ7 C
       5.207% 11/14/42 100,000 99,537
       Series 2007-T27 A4
       5.65% 6/11/42 55,000 61,969
Timberstar Trust
       Series 2006-1A A 144A
       5.668% 10/15/36 # 50,000 54,561
WF-RBS Commercial
       Mortgage Trust
       Series 2012-C9 A3
       2.87% 11/15/45 35,000 33,577
Total Commercial Mortgage-Backed
       Securities (cost $1,300,144) 1,313,471
 
Convertible Bonds – 0.36%
Alaska Communications
       Systems Group 144A
       6.25% exercise price
       $10.28, expiration date
       4/27/18 # 7,000 5,968
Alere 3.00% exercise price
       $43.98, expiration date
       5/15/16 7,000 7,928
Ares Capital 5.75%
       exercise price $19.13,
       expiration date 2/1/16 7,000 7,604
ArvinMeritor 4.00%
       exercise price $26.73,
       expiration date
       2/12/27 Φ 14,000 13,842
BGC Partners 4.50%
       exercise price $9.84,
       expiration date 7/13/16 10,000 10,519

(continues)       NQ-DPT-164 [1/14] 3/14 (12254) 3



Schedule of investments

Delaware Pooled ® Trust — The Core Plus Fixed Income Portfolio

Principal Value
       amount°      (U.S. $)
Convertible Bonds (continued)
       Blucora 144A 4.25%
       exercise price $21.66,
       expiration date
       3/29/19 # 3,000 $ 4,065
Chesapeake Energy 2.50%
       exercise price $50.90,
       expiration date 5/15/37 3,000 3,052
Ciena 144A 3.75%  
       exercise price $20.17,
       expiration date
       10/15/18 # 7,000 10,006
Dendreon 2.875% exercise
       price $51.24, expiration
       date 1/13/16 7,000 5,058
Equinix 4.75% exercise
       price $84.32, expiration
       date 6/13/16 1,000 2,281
General Cable 5.00%
       exercise price $35.88,
       expiration date
       11/15/29 ϕ 12,000 12,930
Gilead Sciences 1.625%
       exercise price $22.71,
       expiration date 5/1/16 4,000 14,175
Helix Energy Solutions
       Group 3.25% exercise
       price $25.02, expiration
       date 3/12/32 6,000 6,802
Hologic 2.00% exercise
       price $31.17, expiration
       date 2/27/42 ϕ 7,000 7,109
Illumina 144A 0.25%
       exercise price $83.55,
       expiration date
       3/11/16 # 4,000 7,360
Intel 3.25% exercise price
       $21.94, expiration date
       8/1/39 6,000 7,931
Jefferies Group 3.875%
       exercise price $45.51,
       expiration date
       10/31/29 8,000 8,485
Leap Wireless International
       4.50% exercise price
       $93.21, expiration date
       7/10/14 14,000 14,175
Lexington Realty Trust
       144A 6.00% exercise
       price $6.76, expiration
       date 1/11/30 # 3,000 4,809
Liberty Interactive 144A
       0.75% exercise price
       $1,000.00, expiration
       date 3/30/43 # 7,000 8,444
MGM Resorts International
       4.25% exercise price
       $18.58, expiration date
       4/10/15 4,000 5,622
Mylan 3.75% exercise
       price $13.32, expiration
       date 9/15/15 2,000 6,852
Nuance Communications
       2.75% exercise price
       $32.30, expiration date
       11/1/31 9,000 8,966
NuVasive 2.75% exercise
       price $42.13, expiration
       date 6/30/17 16,000 18,820
Peabody Energy 4.75%
       exercise price $57.95,
       expiration date
       12/15/41 5,000 3,931
Ryman Hospitality
       Properties 144A 3.75%
       exercise price $21.38,
       expiration date
       9/29/14 # 3,000 5,809
SanDisk 1.50% exercise
       price $52.00, expiration
       date 8/11/17 9,000 13,202
SBA Communications
       4.00% exercise price
       $30.38, expiration date
       9/29/14 2,000 6,118
Steel Dynamics 5.125%
       exercise price $17.14,
       expiration date 6/15/14 2,000 2,131
TIBCO Software 2.25%
       exercise price $50.57,
       expiration date 4/30/32 12,000 12,038

4 NQ-DPT-164 [1/14] 3/14 (12254)



Principal Value
     amount°      (U.S. $)
Convertible Bonds (continued)
       Titan Machinery 3.75%
       exercise price $43.17,
       expiration date 4/30/19 7,000 $ 6,024
Vector Group 2.50%
       exercise price $17.62,
       expiration date
       1/14/19 2,000 2,436
Total Convertible Bonds (cost $225,710) 254,492
 
Corporate Bonds – 44.85%
Banking – 5.63%
Banco de Costa Rica 144A
       5.25% 8/12/18 # 200,000 199,000
Bancolombia
       5.95% 6/3/21 100,000 104,750
Bank of America
       2.60% 1/15/19 65,000 65,446
       4.125% 1/22/24 115,000 116,352
BB&T 5.25% 11/1/19 337,000 382,549
BBVA Banco Continental
       144A 3.25% 4/8/18 # 70,000 70,000
City National
       5.25% 9/15/20 90,000 99,016
Fifth Third Bancorp
       4.30% 1/16/24 45,000 44,991
Goldman Sachs Group
       2.625% 1/31/19 80,000 80,161
HBOS Capital Funding
       144A
       6.071% 6/29/49 # 215,000 216,075
JPMorgan Chase
       3.875% 2/1/24 150,000 150,051
       4.85% 2/1/44 45,000 45,077
       6.75% 8/29/49 80,000 81,480
KeyBank 5.45% 3/3/16 250,000 272,306
KeyCorp 2.30% 12/13/18 60,000 60,076
KFW 1.875% 4/1/19 110,000 110,678
Morgan Stanley
       2.50% 1/24/19 70,000 69,897
       4.10% 5/22/23 175,000 170,749
       5.00% 11/24/25 120,000 122,018
Northern Trust
       3.95% 10/30/25 40,000 40,220
PNC Bank 6.875% 4/1/18 250,000 297,679
PNC Financial Services
       Group
       2.854% 11/9/22 ϕ 95,000 90,708
RBS Capital Trust I
       2.112% 12/29/49 45,000 43,875
Santander Holdings USA
       3.45% 8/27/18 45,000 46,710
State Street
       3.10% 5/15/23 75,000 71,090
SunTrust Banks
       2.35% 11/1/18 75,000 75,564
USB Capital IX
       3.50% 10/29/49 355,000 284,000
VEB Finance 144A
       4.224% 11/21/18 # 200,000 198,250
Wachovia
       0.609% 10/15/16 55,000 54,824
Wells Fargo
       3.00% 1/22/21 10,000 10,061
       4.125% 8/15/23 70,000 69,968
       144A 4.48% 1/16/24 # 56,000 57,300
Zions Bancorp
       4.50% 3/27/17 25,000 26,654
       4.50% 6/13/23 55,000 54,994
       7.75% 9/23/14 55,000 57,071
3,939,640
Basic Industry – 2.40%
ArcelorMittal
       10.35% 6/1/19 90,000 112,950
Barrick Gold
       4.10% 5/1/23 70,000 64,739
Barrick North America
       Finance 5.75% 5/1/43 25,000 23,236
CF Industries
       7.125% 5/1/20 125,000 148,942
Dow Chemical
       8.55% 5/15/19 209,000 269,209
FMC 4.10% 2/1/24 135,000 137,605
FMG Resources August
       2006 144A
       6.875% 4/1/22 # 105,000 113,794
Georgia-Pacific
       8.00% 1/15/24 150,000 198,234
International Paper
       6.00% 11/15/41 55,000 62,695
       7.50% 8/15/21 35,000 44,034
Mosaic 5.625% 11/15/43 55,000 56,659
Novelis 8.75% 12/15/20 65,000 72,475

(continues)        NQ-DPT-164 [1/14] 3/14 (12254) 5



Schedule of investments

Delaware Pooled ® Trust — The Core Plus Fixed Income Portfolio

Principal Value
amount°      (U.S. $)
Corporate Bonds (continued)
Basic Industry (continued)
       Packaging Corp. of America
       4.50% 11/1/23 50,000 $ 51,634
Rio Tinto Finance U.S.A.
       3.50% 11/2/20 25,000 25,662
Rock-Tenn
       3.50% 3/1/20 70,000 71,104
       4.00% 3/1/23 20,000 19,938
Rockwood Specialties
       Group
       4.625% 10/15/20 80,000 81,600
Teck Resources
       3.75% 2/1/23 45,000 42,813
Vale Overseas
       5.625% 9/15/19 25,000 27,309
Weyerhaeuser
       4.625% 9/15/23 55,000 57,314
1,681,946
Brokerage – 0.47%
Jefferies Group
       5.125% 1/20/23 70,000 72,720
       6.45% 6/8/27 30,000 31,979
       6.50% 1/20/43 15,000 15,603
Lazard Group
       6.85% 6/15/17 184,000 211,082
331,384
Capital Goods – 1.78%
Algeco Scotsman Global
       Finance
       144A
       8.50% 10/15/18 # 265,000 288,188
       144A
       10.75% 10/15/19 # 200,000 216,500
Ball 5.75% 5/15/21 85,000 89,675
Cemex Espana
       Luxembourg 144A
       9.25% 5/12/20 # 75,000 81,488
Crane
       2.75% 12/15/18 35,000 35,540
       4.45% 12/15/23 35,000 35,991
Ingersoll-Rand Global
       Holding
       144A
       2.875% 1/15/19 # 40,000 40,300
       144A 4.25% 6/15/23 # 235,000 239,710
Metalloinvest Finance
       144A 6.50% 7/21/16 # 200,000 209,000
URS 3.85% 4/1/17 10,000 10,344
1,246,736
Communications – 7.21%
America Movil
       5.00% 3/30/20 105,000 114,797
American Tower
       5.00% 2/15/24 80,000 84,383
American Tower Trust I
       144A
       1.551% 3/15/43 # 30,000 29,500
       144A 3.07% 3/15/23 # 65,000 62,673
AT&T 4.30% 12/15/42 125,000 108,291
CC Holdings GS V
       3.849% 4/15/23 65,000 62,690
CenturyLink
       5.80% 3/15/22 70,000 69,300
Crown Castle Towers 144A
       4.883% 8/15/20 # 275,000 299,822
Digicel Group 144A
       8.25% 9/30/20 # 100,000 104,500
DISH DBS
       5.00% 3/15/23 295,000 277,300
       7.875% 9/1/19 50,000 57,188
Intelsat Jackson Holdings
       144A 5.50% 8/1/23 # 85,000 81,494
Intelsat Luxembourg 144A
       8.125% 6/1/23 # 400,000 434,500
Interpublic Group
       3.75% 2/15/23 60,000 58,029
MTS International Funding
       144A
       8.625% 6/22/20 # 100,000 117,250
Myriad International
       Holdings 144A
       6.375% 7/28/17 # 100,000 110,750
Nielsen Finance
       4.50% 10/1/20 460,000 456,550
Orange
       2.75% 2/6/19 95,000 95,484
       5.50% 2/6/44 30,000 30,578
Qwest 6.75% 12/1/21 65,000 72,682
SBA Tower Trust 144A
       2.24% 4/16/18 # 45,000 44,550

6 NQ-DPT-164 [1/14] 3/14 (12254)



Principal Value
     amount°      (U.S. $)
Corporate Bonds (continued)     
Communications (continued)
       SES 144A 3.60% 4/4/23 # 175,000 $ 170,726
Sinclair Television Group
       6.125% 10/1/22 115,000 116,725
Sprint 144A
       7.125% 6/15/24 # 100,000 100,750
Sprint Communications
       6.00% 12/1/16 55,000 59,675
       6.00% 11/15/22 145,000 143,188
Telefonica Emisiones
       5.289% 12/9/22 GBP 50,000 87,070
       6.421% 6/20/16 50,000 55,831
Telemar Norte Leste 144A
       5.50% 10/23/20 # 100,000 94,125
Time Warner Cable
       8.25% 4/1/19 110,000 130,217
UPCB Finance III 144A
       6.625% 7/1/20 # 150,000 159,750
Verizon Communications
       5.15% 9/15/23 215,000 234,188
       6.40% 9/15/33 60,000 70,509
       6.55% 9/15/43 65,000 78,303
Virgin Media Secured
       Finance 6.50% 1/15/18 300,000 311,250
Zayo Group
       10.125% 7/1/20 394,000 457,532
5,042,150
Consumer Cyclical – 1.97%
Amazon.com
       2.50% 11/29/22 100,000 93,040
CVS Caremark
       4.00% 12/5/23 220,000 225,627
Daimler Finance North
       America 144A
       2.25% 7/31/19 # 150,000 149,526
Ford Motor Credit
       12.00% 5/15/15 100,000 114,054
General Motors 144A
       3.50% 10/2/18 # 50,000 51,312
Home Depot
       3.75% 2/15/24 50,000 51,276
Host Hotels & Resorts
       3.75% 10/15/23 95,000 91,102
       4.75% 3/1/23 75,000 77,620
       5.25% 3/15/22 10,000 10,717
       5.875% 6/15/19 40,000 43,420
International Game
       Technology
       5.35% 10/15/23 120,000 127,101
Marriott International
       3.375% 10/15/20 50,000 50,442
QVC 4.375% 3/15/23 150,000 144,681
TRW Automotive 144A
       4.45% 12/1/23 # 45,000 43,762
Wyndham Worldwide
       4.25% 3/1/22 30,000 30,317
       5.625% 3/1/21 40,000 43,735
Yum Brands
       3.875% 11/1/23 30,000 29,912
1,377,644
Consumer Non-Cyclical – 4.46%
Anheuser-Busch InBev
       Finance 3.70% 2/1/24 95,000 96,663
Boston Scientific
       2.65% 10/1/18 140,000 142,572
       6.00% 1/15/20 85,000 98,880
BRF 144A
       5.875% 6/6/22 # 100,000 99,250
CareFusion
       6.375% 8/1/19 280,000 324,553
Celgene
       3.25% 8/15/22 225,000 220,381
       3.95% 10/15/20 85,000 90,224
Coca-Cola Femsa
       2.375% 11/26/18 150,000 151,177
Community Health Systems
       7.125% 7/15/20 470,000 501,138
Constellation Brands
       3.75% 5/1/21 30,000 28,762
       4.25% 5/1/23 20,000 18,950
Del Monte
       7.625% 2/15/19 25,000 26,000
Immucor
       11.125% 8/15/19 10,000 11,288
JBS Investments 144A
       7.75% 10/28/20 # 200,000 206,000
Kroger 3.30% 1/15/21 295,000 296,579
Mylan 144A
       6.00% 11/15/18 # 120,000 127,674
Pernod-Ricard 144A
       5.75% 4/7/21 # 150,000 169,502

(continues)       NQ-DPT-164 [1/14] 3/14 (12254) 7



Schedule of investments

Delaware Pooled ® Trust — The Core Plus Fixed Income Portfolio

Principal Value
amount°      (U.S. $)
Corporate Bonds (continued)
Consumer Non-Cyclical (continued)
       Thermo Fisher Scientific
       4.15% 2/1/24 15,000 $ 15,280
Yale University
       2.90% 10/15/14 80,000 81,505
Zimmer Holdings
       4.625% 11/30/19 120,000 133,647
Zoetis 3.25% 2/1/23 295,000 283,815
3,123,840
Electric – 5.46%
AES 7.375% 7/1/21 110,000 122,375
Ameren Illinois
       9.75% 11/15/18 295,000 393,698
American Transmission
       Systems 144A
       5.25% 1/15/22 # 50,000 54,249
CenterPoint Energy
       5.95% 2/1/17 60,000 67,766
Cleveland Electric
       Illuminating
       5.50% 8/15/24 75,000 83,289
CMS Energy
       6.25% 2/1/20 35,000 41,064
ComEd Financing III
       6.35% 3/15/33 60,000 57,277
Electricite de France
       144A
       4.875% 1/22/44 # 130,000 126,914
       144A
       5.25% 1/29/49 # 100,000 96,795
       144A
       5.625% 12/29/49 # 100,000 97,525
Entergy Louisiana
       4.05% 9/1/23 315,000 329,223
Exelon Generation
       4.25% 6/15/22 115,000 113,476
Great Plains Energy
       4.85% 6/1/21 35,000 37,697
       5.292% 6/15/22 105,000 115,883
Indiana Michigan Power
       3.20% 3/15/23 10,000 9,623
Integrys Energy Group
       6.11% 12/1/66 90,000 90,846
IPALCO Enterprises
       5.00% 5/1/18 35,000 37,100
LG&E & KU Energy
       3.75% 11/15/20 70,000 72,927
       4.375% 10/1/21 165,000 174,153
MidAmerican Energy
       Holdings 144A
       3.75% 11/15/23 # 295,000 294,010
Narragansett Electric 144A
       4.17% 12/10/42 # 35,000 32,612
National Rural Utilities
       Cooperative Finance
       4.75% 4/30/43 70,000 65,975
NextEra Energy Capital
       Holdings
       3.625% 6/15/23 140,000 136,241
       6.35% 10/1/66 135,000 133,730
       6.65% 6/15/67 5,000 5,098
NV Energy
       6.25% 11/15/20 75,000 89,026
Pennsylvania Electric
       5.20% 4/1/20 140,000 154,197
PPL Capital Funding
       6.70% 3/30/67 40,000 40,428
Public Service of New
       Hampshire
       3.50% 11/1/23 45,000 45,404
Public Service Oklahoma
       5.15% 12/1/19 125,000 140,236
Puget Energy
       6.00% 9/1/21 30,000 34,567
Puget Sound Energy
       6.974% 6/1/67 110,000 115,915
SCANA 4.125% 2/1/22 270,000 269,712
Wisconsin Energy
       6.25% 5/15/67 135,000 138,477
3,817,508
Energy – 4.26%
Continental Resources
       4.50% 4/15/23 115,000 117,974
Ecopetrol 7.625% 7/23/19 47,000 55,225
KazMunayGas National
       144A 9.125% 7/2/18 # 100,000 119,625
Lukoil International
       Finance
       6.125% 11/9/20 200,000 213,500

8 NQ-DPT-164 [1/14] 3/14 (12254)



Principal Value
     amount°      (U.S. $)
Corporate Bonds (continued)
Energy (continued)
       Newfield Exploration
       5.625% 7/1/24 50,000 $ 50,250
Pacific Rubiales Energy
       144A
       7.25% 12/12/21 # 100,000 105,500
Petrobras Global Finance
       3.00% 1/15/19 70,000 66,139
Petrobras International
       Finance
       5.375% 1/27/21 70,000 69,466
Petrohawk Energy
       7.25% 8/15/18 170,000 182,376
Petroleos de Venezuela
       8.50% 11/2/17 35,000 27,248
Petroleos Mexicanos
       144A
       3.125% 1/23/19 # 35,000 35,229
       3.50% 1/30/23 15,000 13,601
       144A
       6.375% 1/23/45 # 10,000 10,026
Plains Exploration &
       Production
       6.50% 11/15/20 45,000 49,556
Pride International
       6.875% 8/15/20 265,000 320,888
QEP Resources
       5.375% 10/1/22 405,000 393,862
Samson Investment 144A
       10.50% 2/15/20 # 205,000 226,525
SandRidge Energy
       8.75% 1/15/20 115,000 124,775
Statoil 2.90% 11/8/20 45,000 45,491
Talisman Energy
       5.50% 5/15/42 160,000 156,858
Whiting Petroleum
       5.00% 3/15/19 405,000 418,162
Woodside Finance
       144A 8.125% 3/1/14 # 10,000 10,055
       144A 8.75% 3/1/19 # 130,000 166,251
2,978,582
Financials – 0.66%
General Electric Capital
       2.10% 12/11/19 130,000 128,501
       4.375% 9/16/20 95,000 104,024
       6.00% 8/7/19 100,000 118,284
International Lease Finance
       5.875% 4/1/19 30,000 32,400
       6.25% 5/15/19 53,000 57,770
       8.75% 3/15/17 15,000 17,531
458,510
Insurance – 2.20%
Allstate 5.75% 8/15/53 60,000 60,892
American International
       Group
       6.40% 12/15/20 290,000 345,533
       8.175% 5/15/58 60,000 74,850
Berkshire Hathaway
       Finance
       2.90% 10/15/20 65,000 65,783
Chubb 6.375% 3/29/67 85,000 94,138
Five Corners Funding Trust
       144A
       4.419% 11/15/23 # 100,000 100,614
Highmark
       144A 4.75% 5/15/21 # 40,000 39,356
       144A
       6.125% 5/15/41 # 15,000 13,838
ING U.S. 5.65% 5/15/53 45,000 43,222
Liberty Mutual Group
       144A 4.25% 6/15/23 # 120,000 119,346
       144A 4.95% 5/1/22 # 25,000 26,524
Metropolitan Life Global
       Funding I 144A
       3.00% 1/10/23 # 320,000 306,845
Prudential Financial
       3.875% 1/14/15 65,000 67,022
       6.00% 12/1/17 120,000 139,230
XL Group
       6.50% 12/29/49 45,000 44,325
1,541,518
Natural Gas – 2.63%
El Paso Pipeline Partners
       Operating
       6.50% 4/1/20 105,000 121,967
Enbridge Energy Partners
       8.05% 10/1/37 115,000 129,620
Energy Transfer Partners
       3.60% 2/1/23 80,000 75,799
       5.95% 10/1/43 90,000 93,183
       9.70% 3/15/19 59,000 76,941

(continues)       NQ-DPT-164 [1/14] 3/14 (12254) 9



Schedule of investments

Delaware Pooled ® Trust — The Core Plus Fixed Income Portfolio

Principal Value
amount°      (U.S. $)
Corporate Bonds (continued)
Natural Gas (continued)
       Enterprise Products
       Operating
       4.05% 2/15/22 120,000 $ 124,833
       7.034% 1/15/68 120,000 133,316
Kinder Morgan Energy
       Partners
       3.50% 9/1/23 115,000 108,093
       9.00% 2/1/19 115,000 147,170
NiSource Finance  
       5.80% 2/1/42 40,000 44,184
       6.125% 3/1/22 270,000 310,429
Plains All American Pipeline
       8.75% 5/1/19 100,000 129,298
Regency Energy Partners
       4.50% 11/1/23 85,000 77,881
TransCanada PipeLines
       6.35% 5/15/67 180,000 185,890
Williams Partners
       4.50% 11/15/23 80,000 81,257
1,839,861
Real Estate – 1.79%
Alexandria Real Estate
       Equities 3.90% 6/15/23 85,000 81,068
CBL & Associates
       5.25% 12/1/23 50,000 51,591
Corporate Office Properties  
       3.60% 5/15/23 45,000 41,789
       5.25% 2/15/24 55,000 57,789
CubeSmart
       4.375% 12/15/23 25,000 25,282
DDR
       7.875% 9/1/20 165,000 205,494
       9.625% 3/15/16 105,000 122,529
Digital Realty Trust
       5.25% 3/15/21 125,000 130,330
       5.875% 2/1/20 55,000 60,561
Duke Realty
       3.625% 4/15/23 45,000 42,414
Liberty Property
       4.40% 2/15/24 55,000 55,257
Mid-America Apartments
       4.30% 10/15/23 35,000 34,886
National Retail Properties
       3.30% 4/15/23 20,000 18,724
       3.80% 10/15/22 30,000 29,366
Prologis 3.35% 2/1/21 45,000 44,529
Regency Centers
       5.875% 6/15/17 93,000 103,963
WEA Finance 144A
       4.625% 5/10/21 # 70,000 75,099
Weingarten Realty
       Investors
       3.50% 4/15/23 50,000 47,056
       4.45% 1/15/24 25,000 25,131
1,252,858
Technology – 2.27%
Apple 2.40% 5/3/23 110,000 100,915
BMC Software Finance
       144A
       8.125% 7/15/21 # 485,000 503,188
Broadridge Financial
       Solutions 3.95% 9/1/20 50,000 51,260
EMC 2.65% 6/1/20 15,000 15,033
Fidelity National
       Information Services
       3.50% 4/15/23 115,000 107,979
GXS Worldwide
       9.75% 6/15/15 120,000 123,492
Microsoft
       2.125% 11/15/22 25,000 23,137
National Semiconductor
       6.60% 6/15/17 155,000 181,731
NetApp
       2.00% 12/15/17 40,000 40,170
       3.25% 12/15/22 55,000 51,201
Seagate HDD Cayman
       144A
       3.75% 11/15/18 # 60,000 61,350
Total System Services
       2.375% 6/1/18 15,000 14,947
       3.75% 6/1/23 135,000 128,434
VeriSign 4.625% 5/1/23 195,000 187,688
1,590,525
Transportation – 1.55%
Brambles USA 144A
       5.35% 4/1/20 # 120,000 132,811
Burlington Northern Santa
       Fe 5.15% 9/1/43 90,000 95,212
ERAC USA Finance 144A
       5.25% 10/1/20 # 235,000 262,444

10 NQ-DPT-164 [1/14] 3/14 (12254)



Principal Value
amount°      (U.S. $)
Corporate Bonds (continued)     
Transportation (continued)
       Norfolk Southern
       3.85% 1/15/24 215,000 $ 219,513
       4.80% 8/15/43 40,000 40,572
Red de Carreteras de
       Occidente 144A
       9.00% 6/10/28 # MXN 2,000,000 132,534
United Parcel Service
       5.125% 4/1/19 175,000 202,014
1,085,100
Utilities – 0.11%
American Water Capital
       3.85% 3/1/24 80,000 80,388
80,388
 
Total Corporate Bonds (cost $30,563,077) 31,388,190
 
Municipal Bonds – 0.54%
California Statewide
       Communities
       Development Authority
       (Kaiser Permanente)
       Series A 5.00% 4/1/42 25,000 25,587
Fairfax County, Virginia
       Series B 5.00% 4/1/24 25,000 30,156
Golden State, California
       Tobacco Securitization
       Corporation Settlement
       Revenue (Asset-Backed
       Senior Notes) Series A-1
       5.125% 6/1/47 50,000 36,224
       5.75% 6/1/47 55,000 43,539
Maryland State Local
       Facilities
       Series A 5.00% 8/1/21 30,000 36,251
New Jersey State
       Transportation Trust
       Fund
       Series A 5.00%
       6/15/42 15,000 15,502
       Series AA 5.00%
       6/15/44 40,000 41,344
New York City Transitional
       Finance Authority (New
       York City Recovery)
       Series 13 5.00%
       11/1/22 40,000 47,519
New York City Water &
       Sewer System
       (Second Generation)
       Series BB 5.00%
       6/15/47 10,000 10,461
New York City, New York
       Series I 5.00% 8/1/22 20,000 23,335
New York State Thruway
       Authority
       Series A 5.00% 5/1/19 30,000 34,922
Texas A&M University
       Series D 5.00%
       5/15/22 5,000 6,007
       Series D 5.00%
       5/15/23 5,000 5,998
Texas Private Activity Bond
       Surface Transportation
       Senior Lien Revenue
       Bond (NTE Mobility)
       6.75% 6/30/43 (AMT) 20,000 21,502
Total Municipal Bonds (cost $369,284) 378,347
 
Non-Agency Asset-Backed Securities – 2.23%
Ally Master Owner Trust
       Series 2013-2 A
       0.61% 4/15/18 100,000 100,222
American Express Credit
       Account Secured Note
       Trust
       Series 2012-4 A
       0.40% 5/15/20 180,000 179,396
Appalachian Consumer
       Rate Relief Funding
       Series 2013-1 A1
       2.008% 2/1/24 100,000 99,647
Avis Budget Rental Car
       Funding AESOP
       Series 2011-2A A 144A
       2.37% 11/20/14 # 100,000 101,025

(continues)       NQ-DPT-164 [1/14] 3/14 (12254) 11



Schedule of investments

Delaware Pooled ® Trust — The Core Plus Fixed Income Portfolio

Principal      Value
amount° (U.S. $)
Non-Agency Asset-Backed Securities (continued)
       California Republic Auto
       Receivables Trust
       Series 2013-1 A2 144A
       1.41% 9/17/18 # 92,544 $ 92,533
Capital One Multi-Asset
       Execution Trust
       Series 2007-A1 A1
       0.21% 11/15/19 100,000 99,254
       Series 2013-A2 A2
       0.34% 2/15/19 125,000 124,838
Citicorp Residential
       Mortgage Securities
       Series 2006-3 A5
       5.948% 11/25/36 300,000 287,574
John Deere Owner Trust
       Series 2011-A A4
       1.96% 4/16/18 70,000 70,398
MASTR Specialized Loan
       Trust
       Series 2005-2 A2 144A
       5.006% 7/25/35 # 22,236 22,317
Mercedes-Benz Auto Lease
       Trust
       Series 2013-A A4
       0.72% 12/17/18 50,000 50,048
Mid-State Trust
       Series 11 A1
       4.864% 7/15/38 12,164 12,976
Navistar Financial Owner
       Trust
       Series 2012-A A2 144A
       0.85% 3/18/15 # 11,550 11,552
Trafigura Securitisation
       Finance
       Series 2012-1A A 144A
       2.56% 10/15/15 # 145,000 146,745
Volvo Financial Equipment
       Series 2012-1A A4
       144A 1.09% 8/15/17 # 95,000 95,250
World Omni Automobile
       Lease Securitization
       Trust
       Series 2012-A A3
       0.93% 11/16/15 70,000 70,175
Total Non-Agency Asset-Backed Securities
(cost $1,540,491) 1,563,950
 
Regional Bond – 0.14% Δ
Canada – 0.14%
Province of Ontario
       Canada 2.00% 1/30/19 95,000   95,502
 
Total Regional Bond (cost $94,946) 95,502
 
Senior Secured Loans – 10.83% «
Activision Blizzard Tranche
       B 1st Lien
       3.25% 9/12/20 155,000 156,557
Allegion U.S. Holding
       Tranche B
       3.00% 12/26/20 80,000 80,350
Aramark Tranche D
       4.00% 9/30/19 75,000 75,562
Azure Midstream Tranche B
       6.50% 10/21/18 100,000 101,219
BJ’s Wholesale Club
       Tranche B 1st Lien
       4.50% 9/26/19 149,812 151,440
Burlington Coat Factory
       Warehouse Tranche B2
       4.00% 2/23/17 285,519 288,597
Calpine Construction
       Financal Tranche B
       3.00% 5/1/20 149,250 148,993
Chrysler Group Tranche B
       4.25% 5/24/17 194,222 195,540
Clear Channel Communi-
       cations Tranche B
       3.65% 1/29/16 522,000 510,022
DaVita Tranche B
       4.50% 10/20/16 58,937 59,268
DaVita Tranche B2
       4.00% 8/1/19 49,500 49,974

12 NQ-DPT-164 [1/14] 3/14 (12254)



Principal Value
amount°      (U.S. $)
Senior Secured Loans« (continued)
       Drillships Financing
       Holding Tranche B1
       6.00% 2/17/21 54,725 $ 56,093
Emdeon 1st Lien
       3.75% 11/2/18 107,813 108,330
Energy Transfer 1st Lien
       3.25% 12/2/19 125,000 125,234
First Data 1st Lien
       4.00% 4/5/17 84,068 84,226
Gray Television
       4.50% 10/11/19 134,324 135,500
HCA Tranche B4
       2.75% 5/1/18 498,750 500,192
HCA Tranche B5 1st Lien
       2.75% 3/31/17 125,685 126,069
Hilton Worldwide Finance
       Tranche B2
       3.75% 9/23/20 357,105 360,067
Houghton International 1st
       Lien 4.00% 12/10/19 193,050 194,337
Houghton International
       2nd Lien
       9.50% 11/20/20 125,000 128,438
IASIS Healthcare Tranche B
       1st Lien 4.50% 5/3/18 29,475 29,773
Immucor Tranche B2
       5.00% 8/19/18 186,839 188,473
Infor U.S. Tranche B5 1st
       Lien 3.75% 6/3/20 53,285 53,544
Intelsat Jackson Holdings
       Tranche B2
       3.75% 6/30/19 143,958 145,272
Landry’s Tranche B
       4.75% 4/24/18 184,918 186,998
Level 3 Financing Tranche B
       4.00% 1/15/20 50,000 50,406
MultiPlan Tranche B
       4.00% 8/18/17 10,226 10,315
Neiman Marcus Group
       5.00% 10/18/20 185,000 187,402
Novelis Tranche B
       3.75% 3/10/17 49,491 49,880
Nuveen Investments 1st
       Lien 4.00% 5/13/17 200,000 200,063
Nuveen Investments 2nd
       Lien 6.50% 2/28/19 320,000 319,600
OSI Restaurants Tranche B
       1st Lien
       3.50% 10/26/19 116,875 117,353
Patheon 4.25% 1/23/21 525,000 525,047
PQ Tranche B
       4.50% 8/7/17 34,650 35,006
Rite Aid 2nd Lien
       4.875% 6/13/21 350,000 357,000
Samson Investment 2nd
       Lien 5.00% 9/25/18 90,000 91,035
Scientific Games
       International
       4.25% 5/22/20 195,000 196,201
Smart & Final Tranche B 1st
       Lien 4.50% 11/15/19 120,781 120,886
Sprouts Farmers
       4.00% 4/12/20 154,606 155,669
Truven Health Analytics
       Tranche B
       4.50% 5/23/19 88,877 89,211
Univision Communications
       Tranche C1 1st Lien
       4.50% 2/22/20 64,402 64,833
Univision Communications
       Tranche C2
       4.50% 2/6/20 99,250 99,870
USI Insurance Services
       Tranche B 1st Lien
       4.25% 12/3/18 49,501 49,872
Valeant Pharmaceuticals
       Tranche B
       4.50% 5/30/20 199,400 201,674
Vantage Drilling Tranche B
       1st Lien
       5.00% 10/25/17 55,500 55,934
Visant 5.25% 12/22/16 91,461 90,743
Zayo Group Tranche B 1st
       Lien 4.00% 7/2/19 268,867 270,884
Total Senior Secured Loans
       (cost $7,537,980) 7,578,952

(continues)       NQ-DPT-164 [1/14] 3/14 (12254) 13



Schedule of investments

Delaware Pooled ® Trust — The Core Plus Fixed Income Portfolio

Principal      Value
       amount° (U.S. $)
Sovereign Bonds – 0.11% Δ
Hungary – 0.04%
Hungary Government
       International Bond
       5.75% 11/22/23 30,000 $ 29,738
29,738
Romania – 0.07%
Romanian Government
       International Bond 144A
       4.875% 1/22/24 # 48,000 47,040
47,040
Total Sovereign Bonds (cost $77,051) 76,778
 
Supranational Banks – 0.50%
European Investment Bank
       1.875% 3/15/19 95,000 95,317
       3.25% 1/29/24 135,000 136,629
Inter-American
       Development Bank
       4.375% 1/24/44 40,000 41,102
International Bank for
       Reconstruction &
       Development
       1.875% 3/15/19 75,000 75,496
Total Supranational Banks (cost $343,364) 348,544
 
U.S. Treasury Obligations – 8.48%
U.S. Treasury Bonds
       3.625% 8/15/43 375,000 375,117
       3.75% 11/15/43 35,000 35,820
U.S. Treasury Notes
       1.50% 12/31/18 1,180,000 1,180,876
       1.50% 1/31/19 1,225,000 1,224,473
       2.375% 12/31/20 15,000 15,248
       2.75% 11/15/23 3,077,000 3,099,597
Total U.S. Treasury Obligations
(cost $5,846,003) 5,931,131
           
    Number of      
  Shares
Convertible Preferred Stock – 0.08%
ArcelorMittal 6.00%
       exercise price $20.61,
       expiration date
       12/21/15 125 3,086
Bank of America 7.25%
       exercise price $50.00,
       expiration date
       12/31/49 1 1,117
Chesapeake Energy 144A
       5.75% exercise price
       $27.83, expiration date
       12/31/49 # 4 4,548
Dominion Resources
       6.00% exercise price
       $65.27, expiration date
       7/1/16 30 1,681
       6.125% exercise price
       $65.27, expiration date
       4/1/16 30 1,678
Goodyear Tire & Rubber
       5.875% exercise price
       $18.21, expiration date
       3/31/14 115 7,594
HealthSouth 6.50%
       exercise price $30.18,
       expiration date
       12/31/49 6 7,202
Intelsat 5.75% exercise
       price $22.05, expiration
       date 5/1/16 120 6,303
MetLife 5.00% exercise
       price $44.27, expiration
       date 3/26/14 125 3,644
SandRidge Energy 8.50%
       exercise price $8.01,
       expiration date
       12/31/49 79 8,038
Wells Fargo 7.50%
       exercise price $156.71,
       expiration date
       12/31/49 7 8,102
Total Convertible Preferred Stock
(cost $51,290) 52,993

14 NQ-DPT-164 [1/14] 3/14 (12254)



Number of Value  
     Shares      (U.S. $)  
Preferred Stock – 0.27%
       Alabama Power 5.625% 1,855 $ 42,795
Integrys Energy Group
       6.00% 1,950 47,560
National Retail Properties
       5.70% 1,225 24,745
Public Storage 5.20% 1,200 23,916
Wells Fargo 5.20% 2,400 51,000
Total Preferred Stock (cost $214,544) 190,016
 
Number of
Contracts
Option Purchased – 0.00%
Currency Call Option – 0.00%
USD vs TRY strike price TRY 200,
expiration date 3/12/14 107,400 10
Total Option Purchased (cost $554) 10
 
Principal
amount°
Short-Term Investments – 22.61%
Repurchase Agreements – 22.61%
Bank of America Merrill
       Lynch
       0.01%, dated 1/31/14,
       to be repurchased on
       2/3/14, repurchase price
       $3,985,863
       (collateralized by U.S.
       government obligations
       0.00%-1.25%
       5/8/14-11/30/18;
       market value
       $4,065,577) 3,985,860 3,985,860
Bank of Montreal
       0.02%, dated 1/31/14,
       to be repurchased on
       2/3/14, repurchase price
       $664,311 (collateralized
       by U.S. government
       obligations
       0.25%-2.75%
       4/30/14-11/15/23;
       market value $677,597) 664,310 664,310
BNP Paribas
       0.02%, dated 1/31/14,
       to be repurchased on
       2/3/14, repurchase price
       $11,168,849
       (collateralized by U.S.
       government obligations
       0.25%-2.375%
       3/31/14-12/31/20;
       market value
       $11,392,207) 11,168,830 $ 11,168,830
Total Short-Term Investments
(cost $15,819,000) 15,819,000
Total Value of
Securities – 117.86%
       (cost $81,244,471) 82,473,286
 
Liabilities Net of Receivables and Other
Assets – (17.86%) (12,495,480 )
Net Assets – 100.00% $ 69,977,806
____________________

#

Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. At Jan. 31, 2014, the aggregate value of Rule 144A securities was $8,706,652, which represents 12.44% of the Portfolio’s net assets. See Note 5 in “Notes.”

t

Pass Through Agreement. Security represents the contractual right to receive a proportionate amount of underlying payments due to the counterparty pursuant to various agreements related to the rescheduling of obligations and the exchange of certain notes.

Of this amount, $8,034,875 represents receivable for securities sold, $21,019,910 represents payable for securities purchased and includes foreign currency valued at $119,204 with a cost of $119,222.

°

Principal amount shown is stated in U.S. dollars unless noted that the security is denominated in another currency.

Variable rate security. The rate shown is the rate as of Jan. 31, 2014. Interest rates reset periodically.

Fully or partially pledged as collateral for futures contracts.

Δ

Securities have been classified by country of origin.

Σ

Interest only security.An interest only security is the interest only portion of a fixed income security which is separated and sold individually from the principal portion of the security.

«

Senior secured loans generally pay interest at rates which are periodically redetermined by reference to a base lending rate plus a premium. These base lending rates are generally: (i) the prime rate offered by one or more U.S. banks, (ii) the lending rate offered by one or more European banks such as the London Inter-Bank Offered Rate (LIBOR), and (iii) the certificate of deposit rate. Senior secured loans may be subject to restrictions on resale. Stated rate in effect at Jan. 31, 2014.

ϕ

Step coupon bond. Coupon increases or decreases periodically based on a predetermined schedule. Stated rate in effect at Jan. 31, 2014.

(continues)       NQ-DPT-164 [1/14] 3/14 (12254) 15



Schedule of investments

Delaware Pooled ® Trust — The Core Plus Fixed Income Portfolio

The following foreign currency exchange contracts, futures contracts and swap contracts were outstanding at Jan. 31, 2014: 1

Foreign Currency Exchange Contracts

Unrealized
Contracts to Appreciation
Counterparty               Receive (Deliver)        In Exchange For        Settlement Date        (Depreciation)
BAML CAD (104,364 ) USD 96,252 2/14/14 $            2,559
BAML CLP 7,578,475 USD (13,623 ) 2/14/14 (2 )
BAML ZAR (151,869 ) USD 13,623 2/14/14 (17 )
BNYM NGN (4,239,386 ) USD 26,027 2/3/14 (35 )
DB EUR (156,748 ) USD       213,395 2/14/14 1,965
TD JPY (289,409 ) USD 2,810 2/14/14 (23 )
UBS COP      27,434,483 USD (13,605 ) 2/14/14 (6 )
UBS MXN (1,379,184 ) USD 102,778 2/14/14 (285 )
 
$ 4,156

Futures Contracts

Unrealized
Notional Notional Expiration   Appreciation  
Contracts to Buy (Sell)         Cost (Proceeds)         Value         Date         (Depreciation)
(2 )    S&P 500 E-mini $     (181,847 ) $ (177,660 ) 3/22/14 $ 4,187
35 U.S. Treasury 5 yr Notes 4,200,230 4,221,875 4/1/14 21,645
50 U.S. Treasury 10 yr Notes 6,243,401 6,287,500 3/21/14 44,099
5 U.S. Treasury Long Bonds 667,365 667,969 3/21/14 604
 
$ 10,929,149 $ 70,535

Swap Contracts

CDS Contract 2

Swap Annual Unrealized
Referenced Notional Protection Termination Appreciation
Counterparty Obligation         Value         Payments         Date         (Depreciation)
Protection  
  Purchased:    
JPMC CDX.EM.20-V1 $365,000 5.00% 12/20/18 $        1,120

The use of foreign currency exchange contracts, futures contracts and swap contracts involves elements of market risk and risks in excess of the amounts disclosed in the financial statements. The foreign currency exchange contracts and notional values presented above represent the Portfolio’s total exposure in such contracts, whereas only the net unrealized appreciation (depreciation) is reflected in the Portfolio’s net assets.

1 See Note 3 in “Notes.“

2 A CDS contract is a risk-transfer instrument through which one party (purchaser of protection) transfers to another party (seller of protection) the financial risk of a credit event (as defined in the CDS agreement), as it relates to a particular reference security or basket of securities (such as an index). Periodic payments (receipts) on such contracts are accrued daily and recorded as unrealized losses (gains) on swap contracts. Upon payment (receipt), such amounts are recorded as realized losses (gains) on swap contracts. Upfront payments made or received in connection with CDS contracts are amortized over the expected life of the CDS contracts as unrealized losses (gains) on swap contracts. The change in value of CDS contracts is recorded as unrealized appreciation or depreciation daily. A realized gain or loss is recorded upon a credit event (as defined in the CDS agreement) or the maturity or termination of the agreement.

Summary of abbreviations:
AMT – Subject to Alternative Minimum Tax
ARM – Adjustable Rate Mortgage
BAML – Bank of America Merrill Lynch
BNYM – BNY Mellon
CAD – Canadian Dollar
CDS – Credit Default Swap
CDX.EM – Credit Default Swap Emerging Markets Index
CLP – Chilean Peso
COP – Columbian Peso
DB – Deutsche Bank
EUR – European Monetary Unit
GBP – British Pound Sterling
GNMA – Government National Mortgage Association
JPMC – JPMorgan Chase Bank
JPY – Japanese Yen
MNB – Mellon National Bank
MASTR – Mortgage Asset Securitization Transactions, Inc.
MXN – Mexican Peso
NCUA – National Credit Union Administration
NGN – Nigerian Naira
REMIC – Real Estate Mortgage Investment Conduit
S.F. – Single Family
TBA – To be announced
TD – Toronto Dominion Bank
TRY – Turkish Lira
UBS – Union Bank of Switzerland
USD – United States Dollar
yr – Year
ZAR – South African Rand

16 NQ-DPT-164 [1/14] 3/14 (12254)



Notes

Delaware Pooled ® Trust — The Core Plus Fixed Income Portfolio
January 31, 2014 (Unaudited)

1. Significant Accounting Policies

The following accounting policies are in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and are consistently followed by Delaware Pooled ® Trust – The Core Plus Fixed Income Portfolio (Portfolio). This report covers the period of time since the Portfolio’s last fiscal year end.

Security Valuation — Equity securities, except those traded on the Nasdaq Stock Market, Inc. (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. Securities 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 does not trade, then the mean between the bid and ask prices will be used, which approximates fair value. U.S. government and agency securities are valued at the mean between the bid and ask prices, which approximates fair value. Other debt securities and credit default swap (CDS) contracts are valued based upon valuations provided by an independent pricing service or broker/counterparty and reviewed by management. To the extent current market prices are not available, the pricing service may take into account developments related to the specific security, as well as transactions in comparable securities. Valuations for fixed income securities utilize matrix systems, which reflect such factors as security prices, yields, maturities, and ratings, and are supplemented by dealer and exchange quotations. For asset-backed securities, collateralized mortgage obligations, commercial mortgage securities and U.S. government agency mortgage securities, pricing vendors utilize matrix pricing which considers prepayment speed, attributes of the collateral, yield or price of bonds of comparable quality, coupon, maturity and type as well as broker/dealer-supplied prices. Swap prices are derived using daily swap curves and models that incorporate a number of market data factors, such as discounted cash flows, trades and values of the underlying reference instruments. Foreign currency exchange contracts and foreign cross currency exchange contracts are valued at the mean between the bid and ask prices, which approximates fair value. Interpolated values are derived when the settlement date of the contract is an interim date for which quotations are not available. Futures contracts and options on futures contracts are valued at the daily quoted settlement prices. Exchange-traded options are valued at the last reported sale price or, if no sales are reported, at the mean between the last reported bid and ask prices, which approximates fair value. Generally, other securities and assets for which market quotations are not readily available are valued at fair value as determined in good faith under the direction of the Portfolio’s Board of Trustees (Board). 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. The Portfolio may use fair value pricing more frequently for securities traded primarily in non-U.S. markets because, among other things, most foreign markets close well before the Portfolio values its securities, generally as of 4:00 p.m. Eastern time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, government actions or pronouncements, aftermarket trading, or news events may have occurred in the interim. To account for this, the Portfolio may frequently value foreign securities using fair value prices based on third-party vendor modeling tools (international fair value pricing).

Federal and Foreign Income Taxes — No provision for federal income taxes has been made as the Portfolio 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 Portfolio evaluates tax positions taken or expected to be taken in the course of preparing the Portfolio’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 or expense in the current year. Management has analyzed the Portfolio’s tax positions taken for all open federal income tax years (Oct. 31, 2010 – Oct. 31, 2013), and has concluded that no provision for federal income tax is required in the Portfolio’s financial statements. In regard to foreign taxes only, the Portfolio has open tax years in certain foreign countries it invests in that may date back to the inception of the Portfolio.

Repurchase Agreements — The Portfolio may purchase certain U.S. government securities subject to the counterparty’s agreement to repurchase them at an agreed upon date and price. The counterparty will be required on a daily basis to maintain the value of the collateral subject to the agreement at not less than the repurchase price (including accrued interest). The agreements are conditioned upon the collateral being deposited under the Federal Reserve book-entry system with the Portfolio’s custodian or a third-party sub-custodian. In the event of default or bankruptcy by the other party to the agreement, retention of the collateral may be subject to legal proceedings. All open repurchase agreements as of the date of this report were entered into on Jan. 31, 2014.

To Be Announced Trades (TBA) — The Portfolio may contract to purchase or sell securities for a fixed price at a transaction date beyond the customary settlement period (e.g., “when issued,” “delayed delivery,” “forward commitment,” or “TBA transactions”) consistent with the Portfolio’s ability to manage its investment portfolio and meet redemption requests. These transactions involve a commitment by the Portfolio to purchase or deliver securities for a predetermined price or yield with payment and delivery taking place more than three days in the future, or after a period longer than the customary settlement period for that type of security. No interest will be earned by the Portfolio on such purchases until the securities are delivered; however, the market value may change prior to delivery.

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(Unaudited)

1. Significant Accounting Policies (continued)

Foreign Currency Transactions — Transactions denominated in foreign currencies are recorded at the prevailing exchange rates on the valuation date in accordance with the Portfolio’s prospectus. The value of all assets and liabilities denominated in foreign currencies is translated daily into U.S. dollars at the exchange rate of such currencies against the U.S. 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 Portfolio generally bifurcates that portion of realized gains and losses on investments in debt securities which is due to changes in foreign exchange rates from that which is due to changes in market prices of debt securities. The Portfolio 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 U.S. 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 Portfolio are charged directly to the Portfolio. Other expenses common to various funds within the Delaware Investments ® Family of Funds are generally allocated among such funds on the basis of average net assets. Management fees and some 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 the accrual basis. Discounts and premiums on debt securities are amortized to interest income over the lives of the respective securities using the effective interest method. Realized gains (losses) on paydowns of asset- and mortgage-backed securities are classified as interest income. The Portfolio declares and pays distributions from net investment income and net realized gain on investments, if any, annually. The Portfolio may distribute more frequently, if necessary for tax purposes. Dividends and distributions, if any, are recorded on the ex-dividend date.

2. Investments

At Jan. 31, 2014, the cost of investments for federal income tax purposes has been estimated since final tax characteristics cannot be determined until fiscal year end. At Jan. 31, 2014, the cost of investments and unrealized appreciation (depreciation) for the Portfolio were as follows:

Cost of Investments $ 81,295,783
Aggregate unrealized appreciation $ 1,529,462
Aggregate unrealized depreciation (351,959 )
Net unrealized appreciation $ 1,177,503

For federal income tax purposes, at Oct. 31, 2013, capital loss carryforwards of $1,915,115 may be carried forward and applied against future capital gains. Capital loss carryforwards will expire as follows: $1,651,753 expires in 2016.

On Dec. 22, 2010, the Regulated Investment Company Modernization Act of 2010 (Act) was enacted, which changed various technical rules governing the tax treatment of regulated investment companies. The changes were generally effective for taxable years beginning after the date of enactment. Under the Act, the Portfolio is permitted to carry forward capital losses incurred in taxable years beginning after the date of enactment for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered all short-term as permitted under previous regulation. At Oct. 31, 2013, short-term losses of $263,362 will be carried forward under the Act.

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(Unaudited)

U.S. GAAP defines fair value as the price that the Portfolio 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 developed based on the best information available under the circumstances. The Portfolio’s 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 below.

Level 1 – 

inputs are quoted prices in active markets for identical investments (e.g., equity securities, open-end investment companies, futures contracts, 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) (e.g., debt securities, government securities, swap contracts, foreign currency exchange contracts, foreign securities utilizing international fair value pricing, broker-quoted securities, fair value securities)

   

Level 3 –

inputs are significant unobservable inputs (including the Portfolio’s own assumptions used to determine the fair value of investments) (e.g., broker-quoted securities, fair valued securities)

Level 3 investments are valued using significant unobservable inputs. The Portfolio 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 Portfolio’s investments by fair value hierarchy levels as of Jan. 31, 2014:

Level 1        Level 2        Total
Agency, Asset-Backed &
       Mortgage- Backed Securities $ $ 20,359,331 $ 20,359,331
Corporate Debt 31,642,682 31,642,682
Foreign Debt 520,824 520,824
Senior Secured Loans 7,578,952 7,578,952
Municipal Bonds 378,347 378,347
Convertible Preferred Stock 1 21,408 31,585 52,993
Preferred Stock 190,016 190,016
U.S. Treasury Obligations 5,931,131 5,931,131
Short-Term Investments 15,819,000 15,819,000
Option Purchased 10 10
Total $ 211,424 $ 82,261,862 $ 82,473,286
Foreign Currency Exchange
       Contracts $ $ 4,156 $ 4,156
Futures Contracts 70,535 70,535
Swap Contracts 1,120 1,120

1 Security type is valued across multiple levels. Level 1 investments represent exchange-traded investments while Level 2 investments represent matrix-priced investments. These amounts attributed to Level 1 and Level 2 investments represents the following percentages of the total market value of this security type.

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(Unaudited)

2. Investments (continued)

       Level 1        Level 2        Total
Convertible Preferred Stock 40.40% 59.60% 100.00%

During the period ended Jan. 31, 2014, there were no transfers between Level 1 investments, Level 2 investments or Level 3 investments that had a significant impact to the Portfolio. The Portfolio’s policy is to recognize transfers between levels at the beginning of the period.

A reconciliation of Level 3 investments is presented when the Portfolio has a significant amount of Level 3 investments at the beginning, interim or end of the period in relation to net assets. Management has determined not to provide additional disclosure on Level 3 inputs under ASU No. 2011-04 since the Level 3 investments are not considered significant to the Portfolio’s net assets at the end of the period. At Jan. 31, 2014, there were no Level 3 investments.

3. Derivatives

U.S. GAAP requires disclosures that enable investors to understand: 1) how and why an entity uses derivatives; 2) how they are accounted for; and 3) how they affect an entity’s results of operations and financial position.

Foreign Currency Exchange Contracts — The Portfolio may enter into foreign currency exchange contracts and foreign cross currency exchange contracts as a way of managing foreign exchange rate risk. The Portfolio may enter into these contracts to fix the U.S. dollar value of a security that it has agreed to buy or sell for the period between the date the trade was entered into and the date the security is delivered and paid for. The Portfolio may also use these contracts to hedge the U.S. dollar value of securities it already owns that are denominated in foreign currencies. The change in value is recorded as an unrealized gain or loss. When the contract is closed, a realized gain or loss is recorded equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.

The use of foreign currency exchange contracts and foreign cross currency exchange contracts does not eliminate fluctuations in the underlying prices of the securities, but does establish a rate of exchange that can be achieved in the future. Although foreign currency exchange contracts and foreign cross currency exchange contracts limit the risk of loss due to an unfavorable change in the value of the hedged currency, they also limit any potential gain that might result should the value of the currency change favorably. In addition, the Portfolio could be exposed to risks if the counterparties to the contracts are unable to meet the terms of their contracts. The Portfolio’s maximum risk of loss from counterparty credit risk is the value of its currency exchanged with the counterparty. The risk is generally mitigated by having a netting arrangement between the Portfolio and the counterparty and by the posting of collateral by the counterparty to the Portfolio to cover the Portfolio’s exposure to the counterparty.

Futures Contracts — A futures contract is an agreement in which the writer (or seller) of the contract agrees to deliver to the buyer an amount of cash or securities equal to a specific dollar amount times the difference between the value of a specific security or index at the close of the last trading day of the contract and the price at which the agreement is made. The Portfolio may use futures in the normal course of pursuing its investment objective. The Portfolio invested in futures contracts to hedge its existing portfolio securities against fluctuations in fair value caused by changes in prevailing interest rates or market conditions. Upon entering into a futures contract, the Portfolio deposits cash or pledges U.S. government securities to a broker, equal to the minimum “initial margin” requirements of the exchange on which the contract is traded. Subsequent payments are received from the broker or paid to the broker each day, based on the daily fluctuation in the market value of the contract. These receipts or payments are known as “variation margin” and are recorded daily by the Portfolio as unrealized gains or losses until the contracts are closed. When the contracts are closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Risks of entering into futures contracts include potential imperfect correlation between the futures contracts and the underlying securities and the possibility of an illiquid secondary market for these instruments. When investing in futures, there is reduced counterparty credit risk to the Portfolio because futures are exchange-traded and the exchange’s clearinghouse, as counterparty to all exchange-traded futures, guarantees against default.

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(Unaudited)

Options Contracts — During the period ended Jan. 31, 2014, the Portfolio entered into options contracts in the normal course of pursuing its investment objective. The Portfolio may buy or write options contracts for any number of reasons, including without limitation: to manage the Portfolio’s exposure to changes in securities prices and foreign currencies; as an efficient means of adjusting the Portfolio’s overall exposure to certain markets; to protect the value of portfolio securities; and as a cash management tool. The Portfolio may buy or write call or put options on securities, futures, swaps, swaptions, financial indices, and foreign currencies. When the Portfolio buys an option, a premium is paid and an asset is recorded and adjusted on a daily basis to reflect the current market value of the option purchased. When the Portfolio writes an option, a premium is received and a liability is recorded and adjusted on a daily basis to reflect the current market value of the option written. Premiums received from writing options that expire unexercised are treated by the Portfolio on the expiration date as realized gains. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is treated as realized gain or loss. If a call option is exercised, the premium is added to the proceeds from the sale of the underlying security in determining whether the Portfolio has a realized gain or loss. If a put option is exercised, the premium reduces the cost basis of the securities purchased by the Portfolio. The Portfolio, as writer of an option, bears the market risk of an unfavorable change in the price of the security underlying the written option. When writing options, the Portfolio is subject to minimal counterparty risk because the counterparty is only obligated to pay premiums and does not bear the market risk of an unfavorable market change.

Swap Contracts — The Portfolio may enter into CDS contracts in the normal course of pursuing its investment objective. The Portfolio may enter into CDS contracts in order to hedge against a credit event, to enhance total return or to gain exposure to certain securities or markets. The Portfolio will not be permitted to enter into any swap transactions unless, at the time of entering into such transactions, the unsecured long-term debt of the actual counterparty, combined with any credit enhancements, is rated at least BBB- by Standard & Poor’s (S&P) or Baa3 by Moody’s Investors Service (Moody’s) or is determined to be of equivalent credit quality by the Manager.

Credit Default Swaps. A CDS contract is a risk-transfer instrument through which one party (purchaser of protection) transfers to another party (seller of protection) the financial risk of a credit event (as defined in the CDS agreement), as it relates to a particular referenced security or basket of securities (such as an index). In exchange for the protection offered by the seller of protection, the purchaser of protection agrees to pay the seller of protection a periodic amount at a stated rate that is applied to the notional amount of the CDS contract. In addition, an upfront payment may be made or received by the Portfolio in connection with an unwinding or assignment of a CDS contract. Upon the occurrence of a credit event, the seller of protection would pay the par (or other agreed-upon) value of the reference security (or basket of securities) to the counterparty. Credit events generally include, among others, bankruptcy, failure to pay, and obligation default.

During the period ended Jan. 31, 2014, the Portfolio entered into CDS contracts as a purchaser of protection. Periodic payments (receipts) on such contracts are accrued daily and recorded as unrealized losses (gains) on swap contracts. Upon payment or receipt, such amounts are recorded as realized losses (gains) on swap contracts. Upfront payments made or received in connection with CDS contracts are amortized over the expected life of the CDS contracts as unrealized losses (gains) on swap contracts. (receipt) The change in value of CDS contracts is recorded daily as unrealized appreciation or depreciation daily. A realized gain or loss is recorded upon a credit event (as defined in the CDS agreement) or the maturity or termination of the agreement. For the period ended Jan. 31, 2014, the Portfolio did not enter into any CDS contract as a seller of protection. Initial margin and variation margin are posted to central counterparties for CDS basket trades, as determined by the applicable central counterparty.

CDS contracts may involve greater risks than if the Portfolio had invested in the reference obligation directly. CDS contracts are subject to general market risk, liquidity risk, counterparty risk and credit risk. The Portfolio’s maximum risk of loss from counterparty credit risk, either as the seller of protection or the buyer of protection, is the fair value of the contract. This risk is trading CDS baskets through a central counterparty.

Swaps Generally . The value of open swaps may differ from that which would be realized in the event the Portfolio terminated its position in the agreement. Risks of entering into these contracts include the potential inability of the counterparty to meet the terms of the contracts. This type of risk is generally limited to the amount of favorable movement in the value of the underlying security, instrument or basket of instruments, if any, at the day of default. Risks also arise from potential losses from adverse market movements and such losses could exceed the unrealized amounts shown on the schedule of investments.

4. Securities Lending

The Portfolio, along with other funds in the Delaware Investments ® Family of 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 U.S. securities and foreign securities that are denominated and payable in U.S. 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.

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(Unaudited)

4. Securities Lending (continued)

Cash collateral received is generally invested in the Delaware Investments Collateral Fund No. 1 (Collective Trust) established by BNY Mellon for the purpose of investment on behalf of funds managed by Delaware Management Company (DMC), a series of Delaware Management Business Trust, that participate in BNY Mellon’s securities lending program. The Collective Trust may invest in U.S. government securities and high-quality corporate debt, asset-backed and other money market securities and in repurchase agreements collateralized by such securities, provided that the Collective Trust will generally have a dollar-weighted average portfolio maturity of 60 days or less. The Portfolio can also accept U.S. 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 Portfolio, or at the discretion of the lending agent, replace the loaned securities. The Portfolio continues to record dividends or interest, as applicable, on the securities loaned and is subject to change in value of the securities loaned that may occur during the term of the loan. The Portfolio 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 Portfolio 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 Portfolio, the security lending agent and the borrower. The Portfolio records security lending income net of allocations to the security lending agent and the borrower.

The Collective Trust used for the investment of cash collateral received from borrowers of securities seeks to maintain a net asset value per unit of $1.00, but there can be no assurance that it will always be able to do so. The Portfolio may incur investment losses as a result of investing securities lending collateral in the Collective Trust. This could occur if an investment in the Collective Trust defaulted or if it were necessary to liquidate assets in the Collective Trust to meet returns on outstanding security loans at a time when the Collective Trust’s net asset value per unit was less than $1.00. Under those circumstances, the Portfolio may not receive an amount from the Collective Trust that is equal in amount to the collateral the Portfolio would be required to return to the borrower of the securities and the Portfolio would be required to make up for this shortfall.

At Jan. 31, 2014, the Portfolio had no securities out on loan.

5. Credit and Market Risk

Some countries in which the Portfolio invests require governmental approval for the repatriation of investment income, capital or the proceeds of sales of securities by foreign investors. In addition, if there is deterioration in a country’s balance of payments or for other reasons, a country may impose temporary restrictions on foreign capital remittances abroad.

The securities exchanges of certain foreign markets are substantially smaller, less liquid and more volatile than the major securities markets in the United States. Consequently, acquisition and disposition of securities by the Portfolio may be inhibited. In addition, a significant portion of the aggregate market value of securities listed on the major securities exchanges in emerging markets is held by a smaller number of investors. This may limit the number of shares available for acquisition or disposition by the Portfolio.

The Portfolio may invest a portion of its net assets in high-yield fixed income securities, which are securities rated BB or lower by S&P and Ba or lower by Moody’s, or similarly rated by another nationally recognized statistical rating organization. Investments in these higher yielding securities are generally accompanied by a greater degree of credit risk than higher rated securities. Additionally, lower rated securities may be more susceptible to adverse economic and competitive industry conditions than investment-grade securities.

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(Unaudited)

The Portfolio invests in fixed income securities whose value is derived from an underlying pool of mortgages or consumer loans. The value of these securities is sensitive to changes in economic conditions, including delinquencies and/or defaults, and may be adversely affected by shifts in the market’s perception of the issuers and changes in interest rates. Investors receive principal and interest payments as the underlying mortgages and consumer loans are paid back. Some of these securities are collateralized mortgage obligations (CMOs). CMOs are debt securities issued by U.S. government agencies or by financial institutions and other mortgage lenders, which are collateralized by a pool of mortgages held under an indenture. Prepayment of mortgages may shorten the stated maturity of the obligations and can result in a loss of premium, if any has been paid. Certain of these securities may be stripped (securities which provide only the principal or interest feature of the underlying security). The yield to maturity on an interest-only CMO is extremely sensitive not only to changes in prevailing interest rates, but also to the rate of principal payments (including prepayments) on the related underlying mortgage assets. A rapid rate of principal payments may have a material adverse effect on the Portfolio’s yield to maturity. If the underlying mortgage assets experience greater than anticipated prepayments of principal, the Portfolio may fail to fully recoup its initial investment in these securities even if the securities are rated in the highest rating categories.

The Portfolio invests in certain obligations that may have liquidity protection to ensure that the receipt of payments due on the underlying security is timely. Such protection may be provided through guarantees, insurance policies or letters of credit obtained by the issuer or sponsor through third-parties, through various means of structuring the transaction or through a combination of such approaches. The Portfolio will not pay any additional fees for such credit support, although the existence of credit support may increase the price of a security.

The Portfolio may invest up to 15% of its net assets in illiquid securities, which may include securities with contractual restrictions on resale, securities exempt from registration under Rule 144A of the Securities Act of 1933, as amended, and other securities which may not be readily marketable. The relative illiquidity of these securities may impair the Portfolio 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 Portfolio’s Board has delegated to DMC the day-to-day functions of determining whether individual securities are liquid for purposes of the Portfolio’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 15% limit on investments in illiquid securities. As of Jan. 31, 2014, no securities held by the Portfolio have been determined to be illiquid under the Portfolio’s Liquidity Procedures. Rule 144A securities have been identified on the schedule of investments.

6. Subsequent Events

Management has determined that no material events or transactions occurred subsequent to Jan. 31, 2014 that would require recognition or disclosure in the Portfolio’s schedule of investments.

(continues)       NQ-DPT-164 [1/14] 3/14 (12254) 23



Schedule of investments

Delaware Pooled ® Trust — The Emerging Markets Portfolio
January 31, 2014 (Unaudited)

Number of Value
             Shares       (U.S. $)
Common Stock – 93.78% Δ  
Brazil – 8.17%
AMBEV ADR 637,200 $ 4,167,288
CCR 924,300 5,953,339
Cielo 164,929 4,391,362
CPFL Energia 319,980 2,401,806
  Diagnosticos da America 253,700 1,562,557
EcoRodovias Infraestrutura
       e Logistica 499,400 2,545,953
Transmissora Alianca de
       Energia Eletrica 257,000 1,887,528
Vale ADR 108,900 1,481,040
  24,390,873
Chile – 3.46%
Banco Santander Chile
       ADR 116,870   2,276,628
Cia Cervecerias Unidas 208,209 2,217,980
Enersis ADR 375,000 4,976,250
Inversiones Aguas
       Metropolitanas ADR  
       144A # 26,500 852,259
10,323,117
China – 18.84% n
Beijing Enterprises
       Holdings 523,499 4,422,805
Belle International
       Holdings 4,158,515 4,502,946
China BlueChemical Class H 4,127,000 2,252,154
China Gas Holdings 661,331 926,548
China Mobile 1,111,000 10,601,525
China Resources Power
       Holdings 2,524,000 6,000,850
China Shenhua Energy
       Class H 1,405,000 3,606,270
Golden Eagle Retail Group 2,173,000 2,967,312
Hengan International
       Group 329,500 3,544,588
Huabao International
       Holdings 4,127,000 2,089,718
Jiangsu Expressway Class H 3,812,000 4,785,863
Mindray Medical
       International ADR 176,679 6,190,832
Sands China 567,600 4,358,747
56,250,158
Colombia – 0.38%
BanColombia ADR 26,000 1,142,440
1,142,440
India – 7.03%
Axis Bank 218,138 3,909,380
Cairn India 347,477 1,796,228
GAIL India 175,855 1,005,723
Housing Development
       Finance 256,753 3,308,779
Larsen & Toubro 382,870 6,020,273
Lupin 104,528 1,469,344
Rural Electrification 631,557 1,811,871
Zee Entertainment
       Enterprises 392,847 1,669,384
20,990,982
Indonesia – 6.33%
Astra International 7,349,000 3,866,610
Bank Mandiri 6,920,500 4,908,762
Bank Rakyat Indonesia 8,472,100 5,789,671
Perusahaan Gas Negara 11,125,700 4,327,761
18,892,804
Kazakhstan – 0.72%
KazMunaiGas Exploration
       Production GDR 148,240 2,145,033
2,145,033
Malaysia – 2.93%
AMMB Holdings 1,611,100 3,524,401
Genting Malaysia 2,393,800 3,113,140
Malayan Banking 735,763 2,119,768
8,757,309
Mexico – 7.62%
America Movil Series L
       ADR 188,200 4,001,132
Compartamos 843,900 1,524,607
Fibra Uno Administracion 2,424,200 7,827,079
Grupo Aeroportuario del
       Pacifico ADR 29,100 1,576,929
Grupo Financiero
       Santander
       Mexico Class B ADR 509,014 5,629,695
Kimberly-Clark de Mexico
       Class A 847,600 2,178,048
22,737,490

(continues)        NQ-DPT-151 [1/14] 3/14 (12247) 1



Schedule of investments

Delaware Pooled ® Trust — The Emerging Markets Portfolio

Number of Value
             Shares       (U.S. $)
Common Stock Δ (continued)
Peru – 1.98%
Credicorp 44,930 $ 5,927,166
5,927,166
Philippines – 2.14%
Philippine Long Distance
       Telephone ADR 107,400 6,398,892
  6,398,892
Republic of Korea – 7.91%
Hyundai Mobis 40,169 11,388,125
Kangwon Land 110,070 3,424,378
Samsung Electronics 7,522     8,817,332
23,629,835
Romania – 0.41%
Societatea Nationala de
       Gaze Naturale GDR †   123,512 1,210,418
1,210,418
Russia – 4.30%
Gazprom ADR 870,199 7,166,115
Sberbank of Russia ADR 525,267 5,670,357
12,836,472
South Africa – 2.51%
Bidvest Group 99,032 2,215,309
Clicks Group 256,435 1,316,018
Life Healthcare Group
       Holdings 409,413 1,309,207
Tiger Brands 66,264 1,589,846
Truworths International 162,024 1,068,672
7,499,052
Taiwan – 5.69%
Asustek Computer 61,000 558,957
Quanta Computer 1,176,000 2,874,710
Taiwan Mobile 1,749,000 5,125,640
Taiwan Semiconductor
       Manufacturing 2,449,588 8,424,618
16,983,925
Thailand – 2.93%
Kasikornbank Foreign 157,954 812,969
Kasikornbank NVDR 246,600 1,268,203
PTT 796,300 6,654,922
8,736,094
Turkey – 4.19%
Tofas Turk Otomobil
       Fabrikasi 224,808 1,057,398
Tupras Turkiye Petrol
       Rafinerileri 373,712 6,159,744
Turk Telekomunikasyon 2,131,707 5,299,579
12,516,721
United Kingdom – 3.82%
SABMiller 101,187 4,538,408
Unilever 178,551 6,853,415
11,391,823
United States – 2.42%
Yum! Brands 107,641 7,228,093
7,228,093
Total Common Stock
(cost $299,108,531) 279,988,697
 
Preferred Stock – 4.63% Δ
Brazil – 3.72%
Petroleo Brasileiro 691,200 4,211,315
Vale ADR 562,500 6,907,500
11,118,815
Republic of Korea – 0.91%
Hyundai Motor 22,777 2,721,966
2,721,966
Total Preferred Stock
(cost $19,159,673) 13,840,781
  
Principal
amount°
Short-Term Investments – 1.46%
Repurchase Agreements – 1.03%
Bank of America Merrill
       Lynch
       0.01%, dated 1/31/14,
       to be repurchased on
       2/3/14, repurchase price
       $771,018 (collateralized
       by U.S. government
       obligations
       0.00%-1.25%
       5/8/14-11/30/18;
       market value $786,438) 771,018 $ 771,018

2 NQ-DPT-151 [1/14] 3/14 (12247)



Principal Value
             amount°       (U.S. $)
Short-Term Investments (continued)
Repurchase Agreements (continued)
Bank of Montreal
       0.02%, dated 1/31/14,
       to be repurchased on
       2/3/14, repurchase price
       $128,503 (collateralized
       by U.S. government
         obligations
       0.25%-2.75% 4/30/14-
       11/15/23; market value    
       $131,073)   128,503 $ 128,503
BNP Paribas
       0.02%, dated 1/31/14,  
       to be repurchased on
       2/3/14, repurchase price  
       $2,160,483
       (collateralized by U.S.
       government obligations
       0.25%-2.375%
       3/31/14-12/31/20;
       market value
       $2,203,689) 2,160,479 2,160,479
  3,060,000
U.S. Treasury Obligations – 0.43%
U.S. Treasury Bills
       0.04% 4/24/14 1,113,915 1,113,850
       0.093% 11/13/14 175,101 175,003
1,288,853
 
Total Short-Term Investments (cost
$4,348,733) 4,348,853
 
Total Value of
Securities – 99.87%
       (cost $322,616,937) 298,178,331
 
Receivables and Other Assets Net of
Liabilities – 0.13% 375,417
Net Assets – 100.00% $ 298,553,748
____________________
 
# Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. At Jan. 31, 2014, the aggregate value of Rule 144A securities was $852,259, which represented 0.29% of the Portfolio’s net assets. See Note 5 in “Notes.”
The rate shown is the effective yield at the time of purchase.
n Securities listed and traded on the Hong Kong Stock Exchange. These securities have significant business operations in China.
° Principal amount shown is stated in U.S. dollars unless noted that the security is denominated in another currency.
Non income producing security.
Δ Securities have been classified by country of origin.

The following foreign currency exchange contracts were outstanding at Jan. 31, 2014: 1

Foreign Currency Exchange Contracts

Unrealized
Contracts to Appreciation
Counterparty Receive (Deliver)       In Exchange For       Settlement Date       (Depreciation)
MNB BRL 173,067 USD (71,717 )         2/5/14           $ (78 )
MNB HKD (1,603,980 )   USD      206,525   2/5/14   (74 )
MNB IDR (251,028,023 ) USD 20,454     2/3/14   (89 )
MNB IDR      1,157,353,175 USD (94,774 ) 2/4/14 (85 )
$            (326 )

The use of foreign currency exchange contracts involves elements of market risk and risks in excess of the amount disclosed in the financial statements. The foreign currency exchange contracts presented above represent the Portfolio’s total exposure in such contracts, whereas only the net unrealized appreciation (depreciation) is reflected in the Portfolio’s net assets.

1 See Note 3 in “Notes.”

Summary of abbreviations:
ADR – American Depositary Receipt
BRL – Brazilian Real
GDR – Global Depositary Receipt
HKD – Hong Kong Dollar
IDR – Indonesian Rupiah
MNB – Mellon National Bank
NVDR – Non-Voting Depositary Receipt
USD – United States Dollar

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Notes

Delaware Pooled ® Trust — The Emerging Markets Portfolio
January 31, 2014 (Unaudited)

1. Significant Accounting Policies

The following accounting policies are in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and are consistently followed by Delaware Pooled ® Trust -The Emerging Markets Portfolio (Portfolio). This report covers the period of time since the Portfolio’s last fiscal year end.

Security Valuation — Equity securities, except those traded on the Nasdaq Stock Market, Inc. (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. Securities 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 does not trade, then the mean between the bid and ask prices will be used, which approximates fair value. Securities listed on a foreign exchange are normally valued at the last quoted sales price on the valuation date. U.S. government and agency securities are valued at the mean between the bid and ask prices, which approximates fair value. Foreign currency exchange contracts and foreign cross currency exchange contracts are valued at the mean between the bid and ask prices, which approximates fair value. Interpolated values are derived when the settlement date of the contract is an interim date for which quotations are not available. Generally, other securities and assets for which market quotations are not readily available are valued at fair value as determined in good faith under the direction of the Portfolio’s Board of Trustees (Board). 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. The Portfolio may use fair value pricing more frequently for securities traded primarily in non-U.S. markets because, among other things, most foreign markets close well before the Portfolio values its securities, generally as of 4:00 p.m. Eastern time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, government actions or pronouncements, aftermarket trading, or news events may have occurred in the interim. To account for this, the Portfolio may frequently value foreign securities using fair value prices based on third-party vendor modeling tools (international fair value pricing).

Federal & Foreign Income Taxes — No provision for federal income taxes has been made as the Portfolio 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 Portfolio evaluates tax positions taken or expected to be taken in the course of preparing the Portfolio’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 or expense in the current year. Management has analyzed the Portfolio’s tax positions taken for all open federal income tax years (Oct. 31, 2010 – Oct. 31, 2013), and has concluded that no provision for federal income tax is required in the Portfolio’s financial statements. In regard to foreign taxes only, the Portfolio has open tax years in certain foreign countries it invests in that may date back to the inception of the Portfolio.

Repurchase Agreements — The Portfolio may purchase certain U.S. government securities subject to the counterparty’s agreement to repurchase them at an agreed upon date and price. The counterparty will be required on a daily basis to maintain the value of the collateral subject to the agreement at not less than the repurchase price (including accrued interest). The agreements are conditioned upon the collateral being deposited under the Federal Reserve book-entry system with the Portfolio’s custodian or a third-party sub-custodian. In the event of default or bankruptcy by the other party to the agreement, retention of the collateral may be subject to legal proceedings. All open repurchase agreements as of the date of this report were entered into on Jan. 31, 2014.

Foreign Currency Transactions — Transactions denominated in foreign currencies are recorded at the prevailing exchange rates on the valuation date in accordance with the Portfolio’s prospectus. The value of all assets and liabilities denominated in foreign currencies is translated daily into U.S. dollars at the exchange rate of such currencies against the U.S. 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 Portfolio 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. The changes are included with the net realized and unrealized gain or loss on investments. The Portfolio 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 U.S. 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.

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(Unaudited)

Reimbursement Fees — The Emerging Markets Portfolio may charge a 0.55% purchase reimbursement fee and a 0.55% redemption reimbursement fee. These fees are designed to reflect an approximation of the brokerage and other transaction costs associated with the investment of an investor’s purchase amount or the disposition of assets to meet redemptions, and to limit the extent to which the Portfolio (and, indirectly, the Portfolio’s existing shareholders) would have to bear such costs. These fees are accounted for as an addition to paid-in capital for the Portfolio in the statements of changes in net assets.

Other — Expenses directly attributable to the Portfolio are charged directly to the Portfolio. Other expenses common to various funds within the Delaware Investments ® Family of Funds are generally allocated among such funds on the basis of average net assets. Management fees and some 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 the accrual basis. Foreign dividends are also recorded on the ex-dividend date or as soon after the ex-dividend date that the Portfolio 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 Portfolio’s understanding of the applicable country’s tax rules and rates. The Portfolio declares and pays distributions from net investment income and net realized gain on investments, if any, annually. Dividends and distributions, if any, are recorded on the ex-dividend date. The Portfolio may distribute more frequently, if necessary for tax purposes.

2. Investments

At Jan. 31, 2014, the cost of investments for federal income tax purposes has been estimated since final tax characteristics cannot be determined until fiscal year end. At Jan. 31, 2014, the cost of investments and unrealized appreciation (depreciation) for the Portfolio were as follows:

Cost of Investments       $ 324,635,694
Aggregate unrealized appreciation $ 26,345,555  
Aggregate unrealized depreciation     (52,802,918 )
Net unrealized depreciation $ (26,457,363 )

U.S. GAAP defines fair value as the price that the Portfolio 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 developed based on the best information available under the circumstances. The Portfolio’s 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 below.

Level 1 -  inputs are quoted prices in active markets for identical investments (e.g., equity securities, open-end investment companies, futures contracts, 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) (e.g., debt securities, government securities, swap contracts, foreign currency exchange contracts, foreign securities utilizing international fair value pricing, broker-quoted securities, fair valued securities)
   
Level 3 – inputs are significant unobservable inputs (including the Portfolio’s own assumptions used to determine the fair value of investments) (e.g., broker-quoted securities, fair valued securities)

Level 3 investments are valued using significant unobservable inputs. The Portfolio 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.

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(Unaudited)

2. Investments (continued)

The following table summarizes the valuation of the Portfolio’s investments by fair value hierarchy levels as of Jan. 31, 2014:

      Level 1       Level 2       Total
Common Stock
       Brazil $ 24,390,873 $ $ 24,390,873
       Chile 9,470,858 852,259 10,323,117
       China 6,190,832 50,059,326 56,250,158
       Colombia 1,142,440 1,142,440
       India 20,990,982 20,990,982
       Indonesia 18,892,804 18,892,804  
       Kazakhstan 2,145,033 2,145,033
       Malaysia 8,757,309 8,757,309
       Mexico 22,737,490 22,737,490
       Peru 5,927,166 5,927,166
       Philippines 6,398,892 6,398,892
       Republic of Korea   23,629,835 23,629,835
       Romania 1,210,418   1,210,418
       Russia 12,836,472 12,836,472
       South Africa 7,499,052 7,499,052
       Taiwan 16,983,925   16,983,925
       Thailand   6,654,922   2,081,172 8,736,094
       Turkey   12,516,721   12,516,721
       United Kingdom 11,391,823 11,391,823
       United States 7,228,093 7,228,093
Preferred Stock 11,118,815 2,721,966 13,840,781
Short-Term Investments 4,348,853 4,348,853
Total $ 104,615,832 $ 193,562,499 $ 298,178,331
Foreign Currency Exchange
       Contracts $  — $ (326 ) $ (326 )

During the period ended Jan. 31, 2014, there were no transfers between Level 1 investments, Level 2 investments or Level 3 investments that had a significant impact to the Portfolio. This does not include transfers between Level 1 investments and Level 2 investments due to the Portfolio utilizing international fair value pricing during the period. In accordance with the fair valuation procedures described in Note 1, international fair value pricing of securities in the Portfolio occurs when market volatility exceeds an established rolling threshold. If the threshold is exceeded on a given date, then prices of international securities (those traded on exchanges that close at a different time than the time that the Porfolio’s Net Asset Value is determined) will be established using a separate pricing feed from a third party vendor designed to establish a price for each such security as of the time that the Portfolio’s Net Asset Value is determined. Further, international fair value pricing uses other observable market-based inputs in place of the closing exchange price due to the events occuring after the close of the exchange or market on which the investment is principally traded, causing a change in classification between levels. The Portfolio’s policy is to recognize transfers between levels at the beginning of the reporting period.

A reconciliation of Level 3 investments is presented when the Portfolio has a significant amount of Level 3 investments at the beginning, interim or end of period in relation to net assets. At Jan. 31, 2014, there were no Level 3 investments.

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(Unaudited)

3. Derivatives

U.S. GAAP requires disclosures that enable investors to understand: (1) how and why an entity uses derivatives; (2) how they are accounted for; and (3) how they affect an entity’s results of operations and financial position.

Foreign Currency Exchange Contracts — The Portfolio may enter into foreign currency exchange contracts and foreign cross currency exchange contracts as a way of managing foreign exchange rate risk. The Portfolio may enter into these contracts to fix the U.S. dollar value of a security that it has agreed to buy or sell for the period between the date the trade was entered into and the date the security is delivered and paid for. The Portfolio may also use these contracts to hedge the U.S. dollar value of securities it already owns that are denominated in foreign currencies. The change in value is recorded as an unrealized gain or loss. When the contract is closed, a realized gain or loss is recorded equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.

The use of foreign currency exchange contracts and foreign cross currency exchange contracts does not eliminate fluctuations in the underlying prices of the securities, but does establish a rate of exchange that can be achieved in the future. Although foreign currency exchange contracts and foreign cross currency exchange contracts limit the risk of loss due to an unfavorable change in the value of the hedged currency, they also limit any potential gain that might result should the value of the currency change favorably. In addition, the Portfolio could be exposed to risks if the counterparties to the contracts are unable to meet the terms of their contracts. The Portfolio’s maximum risk of loss from counterparty credit risk is the value of its currency exchanged with the counterparty. The risk is generally mitigated by having a netting arrangement between the Portfolio and the counterparty and by the posting of collateral by the counterparty to the Portfolio to cover the Portfolio’s exposure to the counterparty.

4. Securities Lending

The Portfolio, along with other funds in the Delaware Investments ® Family of 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 U.S. securities and foreign securities that are denominated and payable in U.S. 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 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.

Cash collateral received is generally invested in the Delaware Investments Collateral Fund No. 1 (Collective Trust) established by BNY Mellon for the purpose of investment on behalf of funds managed by Delaware Management Company (DMC), a series of Delaware Management Business Trust, that participate in BNY Mellon’s securities lending program. The Collective Trust may invest in U.S. government securities and high quality corporate debt, asset-backed and other money market securities and in repurchase agreements collateralized by such securities, provided that the Collective Trust will generally have a dollar-weighted average portfolio maturity of 60 days or less. The Portfolio can also accept U.S. 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 Portfolio or, at the discretion of the lending agent, replace the loaned securities. The Portfolio 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 Portfolio 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 Portfolio 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 Portfolio, the security lending agent and the borrower. The Portfolio records security lending income net of allocations to the security lending agent and the borrower.

(continues)        N Q-DPT-151 [1/14] 3/14 (12247) 7



(Unaudited)

4. Securities Lending (continued)

The Collective Trust used for the investment of cash collateral received from borrowers of securities seeks to maintain a net asset value per unit of $1.00, but there can be no assurance that it will always be able to do so. The Portfolio may incur investment losses as a result of investing securities lending collateral in the Collective Trust. This could occur if an investment in the Collective Trust defaulted or if it were necessary to liquidate assets in the Collective Trust to meet returns on outstanding security loans at a time when the Collective Trust’s net asset value per unit was less than $1.00. Under those circumstances, the Portfolio may not receive an amount from the Collective Trust that is equal in amount to the collateral the Portfolio would be required to return to the borrower of the securities and the Portfolio would be required to make up for this shortfall.

At Jan. 31, 2014, the Portfolio had no securities out on loan.

5. Credit and Market Risk

Some countries in which the Portfolio may invest require governmental approval for the repatriation of investment income, capital or the proceeds of sales of securities by foreign investors. In addition, if there is deterioration in a country’s balance of payments or for other reasons, a country may impose temporary restrictions on foreign capital remittances abroad.

The securities exchanges of certain foreign markets are substantially smaller, less liquid and more volatile than the major securities markets in the United States. Consequently, acquisition and disposition of securities by the Portfolio may be inhibited. In addition, a significant portion of the aggregate market value of equity securities listed on the major securities exchanges in emerging markets is held by a smaller number of investors. This may limit the number of shares available for acquisition or disposition by the Portfolio.

The Portfolio may invest up to 15% of its net assets in illiquid securities, which may include securities with contractual restrictions on resale, securities exempt from registration under Rule 144A of the Securities Act of 1933, as amended, and other securities which may not be readily marketable. The relative illiquidity of these securities may impair the Portfolio 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 Portfolio’s Board has delegated to DMC the day-to-day functions of determining whether individual securities are liquid for purposes of the Portfolio’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 Portfolio’s 15% limit on investments in illiquid securities. As of Jan. 31, 2014, no securities have been determined to be illiquid under the Portfolio’s Liquidity Procedures. Rule 144A securities held by the Portfolio have been identified on the schedule of investments.

6. Subsequent Events

Management has determined that no material events or transactions occurred subsequent to Jan. 31, 2014 that would require recognition or disclosure in the Portfolio’s schedule of investments.

8 NQ-DPT-151 [1/14] 3/14 (12247)



Schedule of Investments

Delaware Pooled ® Trust — The Emerging Markets Portfolio II
January 31, 2014 (Unaudited)

Number of Value
       Shares      (U.S. $)
Common Stock – 101.81% Δ
Argentina – 0.74%
Cresud ADR 8,100 $ 69,579
IRSA Inversiones y
       Representaciones ADR 4,000 38,920
YPF ADR 8,000 177,520
286,019
Bahrain – 0.03%
Aluminum Bahrain GDR
       144A # 1,800 11,650
11,650
Brazil – 17.27%
All America Latina
       Logistica 36,422 99,784
B2W Cia Digital † 50,000 482,654
Banco Bradesco ADR 7,373 77,638
Banco Santander Brasil
       ADR 48,000 219,360
BB Seguridade
       Participacoes 16,900 159,004
Brasil Foods ADR 16,900 298,792
Braskem ADR † 12,800 193,920
Centrais Eletricas
       Brasileiras ADR 21,300 45,156
Cia Brasileira de
       Distribuicao Grupo Pao
       de Acucar ADR 2,300 88,021
Cyrela Brazil Realty
       Empreendimentos e
       Participacoes 15,780 93,397
Fibria Celulose ADR † 40,600 453,502
Gerdau 11,700 68,812
Gerdau ADR 13,000 91,650
Gol Linhas Aereas
       Inteligentes ADR † 45,200 177,636
Hypermarcas 78,500 496,176
Itau Unibanco Holding
       ADR 55,000 673,200
JBS 32,815 114,928
Petroleo Brasileiro ADR 53,200 596,372
Santos Brasil Participacoes 5,900 39,835
Telefonica Brasil ADR 3,255 61,845
Tim Participacoes ADR 72,800 1,894,984
Vale ADR 21,600 293,760
6,720,426
Chile – 0.85%
Sociedad Quimica y Minera
       de Chile ADR 13,300 331,303
331,303
China/Hong Kong – 19.89%
Baidu ADR † 15,000 2,347,504
Bank of China 612,000 258,313
China Construction Bank 299,590 207,540
China Mengniu Dairy 67,000 306,886
China Mobile 50,000 477,116
China Mobile ADR 7,200 344,520
China Petroleum &
       Chemical ADR 3,770 297,189
China Telecom 428,000 196,645
China Unicom Hong Kong
       ADR 17,100 222,984
CNOOC ADR 1,600 246,448
Fu Shou Yuan International
       Group † 429,000 271,862
Industrial & Commercial
       Bank of China 599,999 369,935
PetroChina ADR 1,700 163,047
SINA † 2,000 130,380
Sohu.com † 16,000 1,164,480
Tianjin Development
       Holdings † 190,000 118,532
Tingyi Cayman Islands
       Holding 42,000 108,664
Tsingtao Brewery 24,000 176,032
Uni-President China
       Holdings 364,000 329,286
7,737,363
Colombia – 1.05%
Cemex Latam Holdings † 61,058 408,886
408,886
India – 7.00%
Cairn India 74,000 382,531
ICICI Bank ADR 2,600 83,642
Reliance Industries GDR
       144A # 55,000 1,443,894
Steel Authority of India 49,589 50,665
Tata Chemicals 62,463 261,384
Ultratech Cement 2,784 75,934
United Spirits 10,793 425,664
2,723,714

(continues)        NQ-DPT-596 [1/14] 3/14 (12251) 1



Schedule of Investments

Delaware Pooled ® Trust — The Emerging Markets Portfolio II

Number of      Value
       Shares (U.S. $)
Common Stock Δ (continued)
Indonesia – 1.42%
Global Mediacom 2,369,600 $ 357,976
Tambang Batubara Bukit
       Asam Persero 118,500 89,635
United Tractors 67,106 105,728
553,339
Israel – 2.29%
Teva Pharmaceutical
       Industries ADR 20,000 892,600
892,600
Malaysia – 0.56%
UEM Sunrise 356,100 219,630
219,630
Mexico – 7.41%
America Movil Series L
       ADR 11,000 233,860
Cemex ADR † 65,007 804,137
Desarrolladora Homex
       ADR † 14,300 22,022
Empresas ICA ADR † 27,200 209,440
Fomento Economico
       Mexicano ADR 2,500 225,600
Grupo Financiero Banorte  
       Class O 24,300 153,462
Grupo Financiero
       Santander
       Mexico Class B ADR 19,400 214,564
Grupo Televisa ADR 30,000 871,800
Wal-Mart de Mexico Class V 61,629 147,485
2,882,370
Peru – 0.37%
Cia de Minas
       Buenaventura ADR 11,500 142,600
142,600
Poland – 1.87%
Jastrzebska Spolka
       Weglowa 2,926 42,803
Orange Polska 120,000 399,835
Polski Koncern Naftowy
       Orlen 8,460 103,874
Powszechna Kasa
       Oszczednosci Bank
       Polski 13,921 179,962
726,474
Republic of Korea – 19.47%
Hitejinro Holdings † 20,000 211,671
KB Financial Group ADR 28,000 939,400
KCC 1,455 655,933
KT ADR 28,300 400,445
KT&G 5,530 387,142
LG Display ADR 17,800 208,794
LG Electronics 5,107 307,840
LG Uplus 28,207 285,889
Lotte Chilsung Beverage † 425 636,728
Lotte Confectionery † 257 442,075
Samsung Electronics 1,267 1,485,185
Samsung Life Insurance 4,270 405,511
SK Telecom ADR 55,000 1,206,700
7,573,313
Russia – 6.26%
Etalon Group GDR
       144A #=† 4,800 21,600
Gazprom ADR 50,000 411,752
LUKOIL ADR 3,400 193,800
LUKOIL ADR (London
       International Exchange) 3,600 204,386
MegaFon GDR 14,100 420,153
Mobile Telesystems ADR 19,400 334,650
Rosneft GDR 52,800 361,110
Sberbank = 141,095 379,850
VTB Bank 16,155,925 20,947
VTB Bank GDR 33,800 87,238
2,435,486
South Africa – 2.39%
Anglo American Platinum † 1,687 67,378
ArcelorMittal South
       Africa † 27,354 93,882
Impala Platinum Holdings 4,413 46,099
Sasol ADR 5,200 250,588
Standard Bank Group 27,267 288,131
Vodacom Group 17,262 182,755
928,833
Taiwan – 4.90%
       Hon Hai Precision Industry 251,254 701,032

2 NQ-DPT-596 [1/14] 3/14 (12251)



Number of Value
       Shares      (U.S. $)
Common Stock Δ (continued)
Taiwan (continued)
Mitac Holdings † 472,000 $ 402,229
Taiwan Semiconductor
       Manufacturing 95,000 326,724
Taiwan Semiconductor
       Manufacturing ADR 12,800 216,576
United Microelectronics 634,000 259,113
1,905,674
Thailand – 1.25%
Bangkok Bank 37,099 192,311
PTT 27,160 226,984
PTT Exploration &
       Production 14,571 67,505
486,800
Turkey – 1.28%
Anadolu Efes Biracilik Ve
       Malt Sanayii 19,910 201,825
Turkcell Iletisim Hizmetleri
       ADR † 20,600 256,470
Turkiye Sise ve Cam
       Fabrikalari 34,199 37,876
496,171
United Kingdom – 0.25%
Anglo American ADR 8,400 99,119
99,119
United States – 5.26%
Archer-Daniels-Midland 11,900 469,812
Avon Products 16,300 242,707
Bunge 3,500 265,160
Yahoo † 29,700 1,069,794
2,047,473
Total Common Stock
(cost $39,374,012) 39,609,243
 
Preferred Stock – 1.08% Δ
Republic of Korea – 1.08%
LG Electronics 17,861 420,098
Total Preferred Stock
(cost $307,186) 420,098
 
Total Value of
Securities - 102.89%
       (cost $39,681,198) $ 40,029,341
  
Liabilities Net of Receivables and Other
Assets - (2.89%) (1,124,119 )
Net Assets - 100.00% $ 38,905,222

#

Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. At Jan. 31, 2014, the aggregate value of Rule 144A securities was $1,477,144, which represented 3.80% of the Portfolio’s net assets. See Note 5 in “Notes.”

=

Security is being fair valued in accordance with the Portfolio’s fair valuation policy.At Jan. 31, 2013, the aggregate value of fair valued securities was $401,450, which represented 1.03% of the Portfolio’s net assets. See Note 1 in “Notes.”

Non income producing security.

Δ

Securities have been classified by country of origin.

The following foreign currency exchange contracts were outstanding at Jan. 31, 2014: 1

Foreign Currency Exchange Contracts

Unrealized
Contracts to Appreciation
Counterparty       Receive (Deliver)       In Exchange For       Settlement Date       (Depreciation)
BNYM HKD 36,153 USD (4,657 ) 2/4/14 $ 0
BNYM HKD 35,305 USD (4,546 ) 2/5/14 0
$

The use of foreign currency exchange contracts involves elements of market risk and risks in excess of the amounts disclosed in the financial statements. The foreign currency exchange contracts presented above represent the Portfolio’s total exposure in such contracts, whereas only the net unrealized appreciation (depreciation) is reflected in the Portfolio’s net assets.

1 See Note 3 in “Notes.”

Summary of abbreviations:
ADR – American Depositary Receipt
BNYM – Bank of New York Mellon
GDR – Global Depositary Receipt
HKD – Hong Kong Dollar
USD – United States Dollar

(continues)       NQ-DPT-596 [1/14] 3/14 (12251) 3



Notes

Delaware Pooled ® Trust — The Emerging Markets Portfolio II
January 31, 2014 (Unaudited)

1. Significant Accounting Policies

The following accounting policies are in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and are consistently followed by Delaware Pooled ® Trust - The Emerging Markets Portfolio II (Portfolio). This report covers the period of time since the Portfolio’s last fiscal year end.

Security Valuation — Equity securities, except those traded on the Nasdaq Stock Market, Inc. (Nasdaq), are valued at the last quoted sales price as of the time of the regular close of the New York Stock Exchange (NYSE) on the valuation date. Securities 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 does not trade, then the mean between the bid and ask prices will be used, which approximates fair value. Securities listed on a foreign exchange are normally valued at the last quoted sales price on the valuation date. Foreign currency exchange contracts and foreign cross currency exchange contracts are valued at the mean between the bid and ask prices, which approximates fair value. Interpolated values are derived when the settlement date of the contract is an interim date for which quotations are not available. Generally, other securities and assets for which market quotations are not readily available are valued at fair value as determined in good faith under the direction of the Portfolio’s Board of Trustees (Board). 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. The Portfolio may use fair value pricing more frequently for securities traded primarily in non-U.S. markets because, among other things, most foreign markets close well before the Portfolio values its securities, generally as of 4:00 p.m. Eastern time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, government actions or pronouncements, aftermarket trading, or news events may have occurred in the interim. To account for this, the Portfolio may frequently value foreign securities using fair value prices based on third-party vendor modeling tools (international fair value pricing).

Federal & Foreign Income Taxes — No provision for federal income taxes has been made as the Portfolio 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 Portfolio evaluates tax positions taken or expected to be taken in the course of preparing the Portfolio’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 or expense in the current year. Management has analyzed the Portfolio’s tax positions taken for all open federal income tax years (Oct. 31, 2010 - Oct. 31, 2013), and has concluded that no provision for federal income tax is required in the Portfolio’s financial statements. In regard to foreign taxes only, the Portfolio has open tax years in certain foreign countries it invests in that may date back to the inception of the Portfolio.

Repurchase Agreements — The Portfolio may purchase certain U.S. government securities subject to the counterparty’s agreement to repurchase them at an agreed upon date and price. The counterparty will be required on a daily basis to maintain the value of the collateral subject to the agreement at not less than the repurchase price (including accrued interest). The agreements are conditioned upon the collateral being deposited under the Federal Reserve book-entry system with the Portfolio’s custodian or a third-party sub-custodian. In the event of default or bankruptcy by the other party to the agreement, retention of the collateral may be subject to legal proceedings. At Jan. 31, 2014, the Portfolio held no investments in repurchase agreements.

Foreign Currency Transactions — Transactions denominated in foreign currencies are recorded at the prevailing exchange rates on the valuation date in accordance with the Portfolio’s prospectus. The value of all assets and liabilities denominated in foreign currencies is translated daily into U.S. dollars at the exchange rate of such currencies against the U.S. 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 Portfolio 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. The changes are included with the net realized and unrealized gain or loss on investments. The Portfolio 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 U.S. 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.

4 NQ-DPT-596 [1/14] 3/14 (12251)



(Unaudited)

Other — Expenses directly attributable to the Portfolio are charged directly to the Portfolio. Other expenses common to various funds within the Delaware Investments ® Family of Funds are generally allocated among such funds on the basis of average net assets. Management fees and some 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 the accrual basis. Foreign dividends are also recorded on the ex-dividend date or as soon after the ex-dividend date that the Portfolio 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 Portfolio’s understanding of the applicable country’s tax rules and rates. The Portfolio declares and pays distributions from net investment income and net realized gain on investments, if any, annually. The Portfolio may distribute more frequently, if necessary for tax purposes. Dividends and distributions, if any, are recorded on the ex-dividend date.

2. Investments

At Jan. 31, 2014, the cost of investments for federal income tax purposes has been estimated since final tax characteristics cannot be determined until fiscal year end. At Jan. 31, 2014, the cost of investments and unrealized appreciation (depreciation) for the Portfolio were as follows:

Cost of Investments $ 39,685,241
Aggregate unrealized appreciation $ 6,441,904
Aggregate unrealized depreciation (6,097,804 )
Net unrealized appreciation $ 344,100

U.S. GAAP defines fair value as the price that the Portfolio 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 developed based on the best information available under the circumstances. The Portfolio’s 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 below.

Level 1 – 

inputs are quoted prices in active markets for identical investments (e.g., equity securities, open-end investment companies, futures contracts, 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) (e.g., debt securities, government securities, swap contracts, foreign currency exchange contracts, foreign securities utilizing international fair value pricing, broker-quoted securities, fair valued securities)

 

Level 3 –

inputs are significant unobservable inputs (including the Portfolio’s own assumptions used to determine the fair value of investments) (e.g., broker-quoted securities, fair valued securities)

Level 3 investments are valued using significant unobservable inputs. The Portfolio 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 Portfolio’s investments by fair value hierarchy levels as of Jan. 31, 2014:

(continues)       NQ-DPT-596 [1/14] 3/14 (12251) 5



(Unaudited)

2. Investments (continued)

Level 1        Level 2        Total
Common Stock
       Argentina $ 286,019 $ $ 286,019
       Bahrain 11,650 11,650
       Brazil 6,720,426 6,720,426
       Chile 331,303 331,303
       China/Hong Kong 5,188,414 2,548,949 7,737,363
       Colombia 408,886 408,886
       India 83,642 2,640,072 2,723,714
       Indonesia 553,339 553,339
       Israel 892,600 892,600
       Malaysia 219,630 219,630
       Mexico 2,882,370 2,882,370
       Peru 142,600 142,600
       Poland 726,474 726,474
       Republic of Korea 2,755,339 4,817,974 7,573,313
       Russia 889,560 1,545,926 2,435,486
       South Africa 250,588 678,245 928,833
       Taiwan 216,576 1,689,098 1,905,674
       Thailand 294,489 192,311 486,800
       Turkey 256,470 239,701 496,171
       United Kingdom 99,119 99,119
       United States 2,047,473 2,047,473
Preferred Stock 420,098 420,098
Total $ 23,646,755 $ 16,382,586 $ 40,029,341
Foreign Currency Exchange
       Contracts $ $ $

During the period ended Jan. 31, 2014, there were no transfers between Level 1 investments, Level 2 investments or Level 3 investments that had a significant impact to the Portfolio. This does not include transfers between Level 1 investments and Level 2 investments due to the Portfolio utilizing international fair value pricing during the period. In accordance with the fair valuation procedures described in Note 1, international fair value pricing of securities in the Portfolio occurs when market volatility exceeds an established rolling threshold. If the threshold is exceeded on a given date, then prices of international securities (those traded on exchanges that close at a different time than the time that the Porfolio’s Net Asset Value is determined) will be established using a separate pricing feed from a third party vendor designed to establish a price for each such security as of the time that the Portfolio’s Net Asset Value is determined. Further, international fair value pricing uses other observable market-based inputs in place of the closing exchange price due to the events occuring after the close of the exchange or market on which the investment is principally traded, causing a change in classification between levels. The Portfolio’s policy is to recognize transfers between levels at the beginning of the reporting period.

A reconciliation of Level 3 investments is presented when the Series has a significant amount of Level 3 investments at the beginning, interim or end of the period in relation to net assets. At Jan. 31, 2014. there were no Level 3 investments.

3. Derivatives

U.S. GAAP requires disclosures that enable investors to understand: (1) how and why an entity uses derivatives; (2) how they are accounted for; and (3) how they affect an entity’s results of operations and financial position.

Foreign Currency Exchange Contracts — The Portfolio enters into foreign currency exchange contracts and foreign cross currency exchange contracts as a way of managing foreign exchange rate risk. The Portfolio may enter into these contracts to fix the U.S. dollar value of a security that it has agreed to buy or sell for the period between the date the trade was entered into and the date the security is delivered and paid for. The Portfolio may also use these contracts to hedge the U.S. dollar value of securities it already owns that are denominated in foreign currencies. The change in value is recorded as an unrealized gain or loss. When the contract is closed, a realized gain or loss is recorded equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.

6 NQ-DPT-596 [1/14] 3/14 (12251)



(Unaudited)

The use of foreign currency exchange contracts and foreign cross currency exchange contracts does not eliminate fluctuations in the underlying prices of the securities, but does establish a rate of exchange that can be achieved in the future. Although foreign currency exchange contracts and foreign cross currency exchange contracts limit the risk of loss due to an unfavorable change in the value of the hedged currency, they also limit any potential gain that might result should the value of the currency change favorably. In addition, the Portfolio could be exposed to risks if the counterparties to the contracts are unable to meet the terms of their contracts. The Portfolio’s maximum risk of loss from counterparty credit risk is the value of its currency exchanged with the counterparty. The risk is generally mitigated by having a netting arrangement between the Portfolio and the counterparty and by the posting of collateral by the counterparty to the Portfolio to cover the Portfolio’s exposure to the counterparty.

4. Securities Lending

The Portfolio, along with other funds in the Delaware Investments ® Family of 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 U.S. securities and foreign securities that are denominated and payable in U.S. 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 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.

Cash collateral received is generally invested in the Delaware Investments Collateral Fund No. 1 (Collective Trust) established by BNY Mellon for the purpose of investment on behalf of funds managed by Delaware Management Company (DMC), a series of Delaware Management Business Trust, that participate in BNY Mellon’s securities lending program. The Collective Trust may invest in U.S. government securities and high quality corporate debt, asset-backed and other money market securities and in repurchase agreements collateralized by such securities, provided that the Collective Trust will generally have a dollar-weighted average portfolio maturity of 60 days or less. The Portfolio can also accept U.S. 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 Portfolio, or at the discretion of the lending agent, replace the loaned securities. The Portfolio 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 Portfolio 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 Portfolio 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 Portfolio, the security lending agent and the borrower. The Portfolio records security lending income net of allocations to the security lending agent and the borrower.

The Collective Trust used for the investment of cash collateral received from borrowers of securities seeks to maintain a net asset value per unit of $1.00, but there can be no assurance that it will always be able to do so. The Portfolio may incur investment losses as a result of investing securities lending collateral in the Collective Trust. This could occur if an investment in the Collective Trust defaulted or if it were necessary to liquidate assets in the Collective Trust to meet returns on outstanding security loans at a time when the Collective Trust’s net asset value per unit was less than $1.00. Under those circumstances, the Portfolio may not receive an amount from the Collective Trust that is equal in amount to the collateral the Portfolio would be required to return to the borrower of the securities and the Portfolio would be required to make up for this shortfall.

At Jan. 31, 2014, the Portfolio had no securities out on loan.

(continues)       NQ-DPT-596 [1/14] 3/14 (12251) 7



(Unaudited)

5. Credit and Market Risk

Some countries in which the Portfolio may invest require governmental approval for the repatriation of investment income, capital or the proceeds of sales of securities by foreign investors. In addition, if there is deterioration in a country’s balance of payments or for other reasons, a country may impose temporary restrictions on foreign capital remittances abroad.

The securities exchanges of certain foreign markets are substantially smaller, less liquid and more volatile than the major securities markets in the United States. Consequently, acquisition and disposition of securities by the Portfolio may be inhibited. In addition, a significant portion of the aggregate market value of equity securities listed on the major securities exchanges in emerging markets is held by a smaller number of investors. This may limit the number of shares available for acquisition or disposition by the Portfolio.

The Portfolio may invest up to 15% of its net assets in illiquid securities, which may include securities with contractual restrictions on resale, securities exempt from registration under Rule 144A of the Securities Act of 1933, as amended, and other securities which may not be readily marketable. The relative illiquidity of these securities may impair the Portfolio 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 Portfolio’s Board has delegated to DMC the day-to-day functions of determining whether individual securities are liquid for purposes of the Portfolio’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 Portfolio’s 15% limit on investments in illiquid securities. As of Jan. 31, 2014, no securities have been determined to be illiquid under the Portfolio’s Liquidity Procedures. Rule 144A securities have been identified on the schedule of investments.

6. Subsequent Events

Management has determined that no material events or transactions occurred subsequent to Jan. 31, 2014 that would require recognition or disclosure in the Portfolio’s schedule of investments.

8 NQ-DPT-596 [1/14] 3/14 (12251)



Schedule of investments

Delaware Pooled Trust — The Focus Smid-Cap Growth Equity Portfolio
January 31, 2014 (Unaudited)

Number
of        Value
Shares (U.S. $)
Common Stock – 96.81%
Consumer Discretionary – 20.07%
       DineEquity 43,275 $ 3,367,228
Dunkin’ Brands Group 30,125 1,401,716
Interval Leisure Group 60,900 1,607,760
K12 † 88,250 1,937,088
Sally Beauty Holdings † 108,075 3,067,168
  Ulta Salon Cosmetics &
       Fragrance † 31,050 2,661,296
14,042,256
Energy – 4.78%
Core Laboratories 18,700 3,345,804
3,345,804
Financials – 18.47%
Affiliated Managers
       Group † 16,025 3,192,821
CommonWealth REIT 104,100 2,558,778
Heartland Payment
       Systems 79,575 3,430,478
MSCI Class A † 87,450 3,735,864
12,917,941
Healthcare – 10.24%
ABIOMED † 85,125 2,340,086
athenahealth † 9,175 1,352,395
Techne 38,150 3,466,690
7,159,171
Producer Durables – 10.79%
Expeditors International of
       Washington 61,050 2,494,503
Graco 44,050 3,061,034
Ritchie Bros Auctioneers 86,875 1,994,650
7,550,187
Technology – 27.15%
Blackbaud 63,550 2,189,933
Ellie Mae † 29,950 781,695
Logitech International
       Class R 150,305 2,362,930
NeuStar Class A † 58,100 1,969,009
NIC 85,575 1,860,400
SBA Communications Class A † 40,000 3,710,000
VeriFone Systems † 95,500 2,770,455
VeriSign † 56,925 3,344,344
18,988,766
Utilities – 5.31%
j2 Global 81,950 3,716,433
3,716,433
Total Common Stock (cost $51,397,826) 67,720,558
 
Principal
amount°
Short-Term Investments – 3.20%
Repurchase Agreements – 2.00%
Bank of America Merril
       Lynch
       0.01%, dated 1/31/14,
       to be repurchased on
       2/3/14, repurchase price
       $353,005 (collateralized
       by U.S. government
       obligations
       0.00%-1.25%
       5/8/14-11/30/18;
       market value $360,065) 353,005 353,005
Bank of Montreal
       0.02%, dated 1/31/14,
       to be repurchased on
       2/3/14, repurchase price
       $58,834 (collateralized
       by U.S. government
       obligations
       0.25%-2.75% 4/30/14-
       11/15/23; market value
       $60,011) 58,834   58,834
BNP Paribas
       0.02%, dated 1/31/14,
       to be repurchased on
       2/3/14, repurchase price
       $989,162 (collateralized
       by U.S. government
       obligations
       0.25%-2.375%
       3/31/14-12/31/20;
       market value
       $1,008,944) 989,161 989,161
1,401,000
U.S. Treasury Obligation – 1.20%≠

(continues)       NQ-DPT-196 [1/14] 3/14 (12238) 1



Schedule of investments

Delaware Pooled Trust — The Focus Smid-Cap Growth Equity Portfolio

Principal
amount°       Value (U.S. $)  
Short-Term Investments (continued)
U.S. Treasury Obligations – 0.00%≠
       U.S. Treasury Bills
              0.055% 4/24/14 605,878 $ 605,843  
              0.093% 11/13/14 234,313 234,182
840,025
 
Total Short-Term Investments (cost
       $2,240,943) 2,241,025
 
Total Value of
       Securities – 100.01%    
              (cost $53,638,769) 69,961,583
 
Liabilities Net of Receivables and Other
       Assets – (0.01%) (9,272 )
Net Assets – 100.00% $ 69,952,311
____________________

The rate shown is the effective yield at the time of purchase.

°

Principal amount shown is stated in U.S. dollars unless noted that the security is denominated in another currency.

Non income producing security.

Summary of abbreviations:
REIT – Real Estate Investment Trust

2 NQ-DPT-196 [1/14] 3/14 (12238)



Notes

Delaware Pooled ® Trust — The Focus Smid-Cap Growth Equity Portfolio
January 31, 2014 (Unaudited)

1. Significant Accounting Policies

The following accounting policies are in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and are consistently followed by Delaware Pooled ® Trust – The Focus Smid-Cap Growth Equity Portfolio (Portfolio). This report covers the period of time since the Portfolio’s last fiscal year end.

Security Valuation — Equity securities, except those traded on the Nasdaq Stock Market, Inc. (Nasdaq), are valued at the last quoted sales price as of the time of the regular close of the New York Stock Exchange (NYSE) on the valuation date. Securities 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 does not trade, then the mean between the bid and ask prices will be used, which approximates fair value. Securities listed on a foreign exchange are normally valued at the last quoted sales price on the valuation date. U.S. government and agency securities are valued at the mean between the bid and ask prices, which approximates fair value. Foreign currency exchange contracts and foreign cross currency exchange contracts are valued at the mean between the bid and ask prices, which approximates fair value. Interpolated values are derived when the settlement date of the contract is an interim date for which quotations are not available. Generally, other securities and assets for which market quotations are not readily available are valued at fair value as determined in good faith under the direction of the Portfolio’s Board of Trustees (Board). 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. The Portfolio may use fair value pricing more frequently for securities traded primarily in non-U.S. markets because, among other things, most foreign markets close well before the Portfolio values its securities, generally as of 4:00 p.m. Eastern time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, government actions or pronouncements, aftermarket trading, or news events may have occurred in the interim. To account for this, the Portfolio may frequently value foreign securities using fair value prices based on third-party vendor modeling tools (international fair value pricing).

Federal & Foreign Income Taxes — No provision for federal income taxes has been made as the Portfolio 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 Portfolio evaluates tax positions taken or expected to be taken in the course of preparing the Portfolio’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 or expense in the current year. Management has analyzed the Portfolio’s tax positions taken for all open federal income tax years (October 31, 2010 – October 31, 2013), and has concluded that no provision for federal income tax is required in the Portfolio’s financial statements. In regard to foreign taxes only, the Portfolio has open tax years in certain foreign countries it invests in that may date back to the inception of the Portfolio.

Repurchase Agreements — The Portfolio may purchase certain U.S. government securities subject to the counterparty’s agreement to repurchase them at an agreed upon date and price. The counterparty will be required on a daily basis to maintain the value of the collateral subject to the agreement at not less than the repurchase price (including accrued interest). The agreements are conditioned upon the collateral being deposited under the Federal Reserve book-entry system with the Portfolio’s custodian or a third-party sub-custodian. In the event of default or bankruptcy by the other party to the agreement, retention of the collateral may be subject to legal proceedings. All open repurchase agreements as of the date of this report were entered into on Jan. 31, 2014.

Foreign Currency Transactions — Transactions denominated in foreign currencies are recorded at the prevailing exchange rates on the valuation date in accordance with the Portfolio’s prospectus. The value of all assets and liabilities denominated in foreign currencies is translated daily into U.S. dollars at the exchange rate of such currencies against the U.S. 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 Portfolio 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. The changes are included with the net realized and unrealized gain or loss on investments. The Portfolio 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 U.S. 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.

(continues)       NQ-DPT-196 [1/14] 3/14 (12238) 3



(Unaudited)

1. Significant Accounting Policies (continued)

Other — Expenses directly attributable to the Portfolio are charged directly to the Portfolio. Other expenses common to various funds within the Delaware Investments ® Family of Funds are generally allocated among such funds on the basis of average net assets. Management fees and some 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 the accrual basis. Foreign dividends are also recorded on the ex-dividend date or as soon after the ex-dividend date that the Portfolio 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 Portfolio’s understanding of the applicable country’s tax rules and rates. The Portfolio declares and pays dividends from net investment income and distributions from net realized gains on investments, if any, annually. Dividends and distributions, if any, are recorded on the ex-dividend date. The Portfolio may distribute more frequently, if necessary for tax purposes.

2. Investments

At Jan. 31, 2014, the cost of investments for federal income tax purposes has been estimated since final tax characteristics cannot be determined until fiscal year end. At Jan. 31, 2014, the cost of investments and unrealized appreciation (depreciation) for the Portfolio were as follows:

Cost of Investments $ 54,177,362
Aggregate unrealized appreciation $ 16,799,932
Aggregate unrealized depreciation (1,015,711 )
Net unrealized appreciation $ 15,784,221

For federal income tax purposes, at October 31, 2013, capital loss carryforwards of $237,690 may be carried forward and applied against future capital gains. Capital loss carryforwards will expire in 2017.

On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (Act) was enacted, which changed various technical rules governing the tax treatment of regulated investment companies. The changes were generally effective for taxable years beginning after the date of enactment. Under the Act, the Portfolio is permitted to carry forward capital losses incurred in taxable years beginning after the date of enactment for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered all short-term as permitted under previous regulation.

U.S. GAAP defines fair value as the price that the Portfolio 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 developed based on the best information available under the circumstances. The Portfolio’s 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 below.

Level 1 – 

inputs are quoted prices in active markets for identical investments (e.g., equity securities, open-end investment companies, futures contracts, 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) (e.g., debt securities, government securities, swap contracts, foreign currency exchange contracts, foreign securities utilizing international fair value pricing, broker-quoted securities, fair valued securities)

 
Level 3

inputs are significant unobservable inputs (including the Portfolio’s own assumptions used to determine the fair value of investments) (e.g., broker-quoted securities, fair valued securities)

4 NQ-DPT-196 [1/14] 3/14 (12238)



(Unaudited)

Level 3 investments are valued using significant unobservable inputs. The Portfolio 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 Portfolio’s investments by fair value hierarchy levels as of Jan. 31, 2014:

      Level 1       Level 2       Total
Common Stock
       Consumer Discretionary $ 14,042,256 $ $ 14,042,256
       Energy 3,345,804 3,345,804
       Financials   12,917,941   12,917,941
       Healthcare   7,159,171 7,159,171
       Producer Durables 7,550,187   7,550,187
       Technology 16,625,836   2,362,930 18,988,766
       Utilities 3,716,433   3,716,433
Short-Term Investments 2,241,025 2,241,025
Total $ 65,357,628 $ 4,603,955 $ 69,961,583

During the period ended Jan. 31, 2014, there were no transfers between Level 1 investments, Level 2 investments or Level 3 investments that had a significant impact to the Portfolio. This does not include transfers between Level 1 investments and Level 2 investments due to the Portfolio utilizing international fair value pricing during the period. In accordance with the Fair Valuation Procedures described in Note 1, international fair value pricing of securities in the Portfolio occurs when market volatility exceeds an established rolling threshold. If the treshold is exceeded on a given date, then prices of international securities (those that traded on exchanges that close at a different time than the time that the Portfolio’s Net Asset Value is determined) will be established using a separate pricing feed from a third party vendor designed to establish a price for each such security as of the time that the Portfolio’s Net Asset Value is determined. Further, international fair value pricing uses other observable market-based inputs in place of the closing exchange price due to the events occuring after the close of the exchange or market on which the investment is principally traded, causing a change in classification between levels. The Portfolio’s policy is to recognize transfers between levels at the beginning of the reporting period.

A reconciliation of Level 3 investments is presented when the Portfolio has a significant amount of Level 3 investments at the beginning, interim or end of the period in relation to net assets. At Jan. 31, 2014, there were no Level 3 investments.

3. Derivatives

U.S. GAAP requires disclosures that enable investors to understand: (1) how and why an entity uses derivatives; (2) how they are accounted for; and (3) how they affect an entity’s results of operations and financial position.

Foreign Currency Exchange Contracts — The Portfolio may enter into foreign currency exchange contracts and foreign cross currency exchange contracts as a way of managing foreign exchange rate risk. The Fund may enter into these contracts to fix the U.S. dollar value of a security that it has agreed to buy or sell for the period between the date the trade was entered into and the date the security is delivered and paid for. The Portfolio may also use these contracts to hedge the U.S. dollar value of securities it already owns that are denominated in foreign currencies. The change in value is recorded as an unrealized gain or loss. When the contract is closed, a realized gain or loss is recorded equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.

(continues)        NQ-DPT-196 [1/14] 3/14 (12238) 5



(Unaudited)

3. Derivatives (continued)

The use of foreign currency exchange contracts and foreign cross currency exchange contracts does not eliminate fluctuations in the underlying prices of the securities, but does establish a rate of exchange that can be achieved in the future. Although foreign currency exchange contracts and foreign cross currency exchange contracts limit the risk of loss due to an unfavorable change in the value of the hedged currency, they also limit any potential gain that might result should the value of the currency change favorably. In addition, the Portfolio could be exposed to risks if the counterparties to the contracts are unable to meet the terms of their contracts. The Portfolio’s maximum risk of loss from counterparty credit risk is the value of its currency exchanged with the counterparty. The risk is generally mitigated by having a netting arrangement between the Portfolio and the counterparty and by the posting of collateral by the counterparty to the Portfolio to cover the Portfolio’s exposure to the counterparty. No foreign currency exchange contracts were outstanding at Jan. 31, 2014.

4. Securities Lending

The Portfolio, along with other funds in the Delaware Investments ® Family of 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 U.S. securities and foreign securities that are denominated and payable in U.S. 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 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.

Cash collateral received is generally invested in the Delaware Investments Collateral Fund No. 1 (Collective Trust) established by BNY Mellon for the purpose of investment on behalf of funds managed by Delaware Management Company (DMC), a series of Delaware Management Business Trust, that participate in BNY Mellon’s securities lending program. The Collective Trust may invest in U.S. government securities and high quality corporate debt, asset-backed and other money market securities and in repurchase agreements collateralized by such securities, provided that the Collective Trust will generally have a dollar-weighted average portfolio maturity of 60 days or less. The Portfolio can also accept U.S. 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 Portfolio, or at the discretion of the lending agent, replace the loaned securities. The Portfolio 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 Portfolio 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 Portfolio 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 Portfolio, the security lending agent and the borrower. The Portfolio records security lending income net of allocations to the security lending agent and the borrower.

The Collective Trust used for the investment of cash collateral received from borrowers of securities seeks to maintain a net asset value per unit of $1.00, but there can be no assurance that it will always be able to do so. The Portfolio may incur investment losses as a result of investing securities lending collateral in the Collective Trust. This could occur if an investment in the Collective Trust defaulted or if it were necessary to liquidate assets in the Collective Trust to meet returns on outstanding security loans at a time when the Collective Trust’s net asset value per unit was less than $1.00. Under those circumstances, the Portfolio may not receive an amount from the Collective Trust that is equal in amount to the collateral the Portfolio would be required to return to the borrower of the securities and the Portfolio would be required to make up for this shortfall. At Jan. 31, 2014, the Portfolio had no securities out on loan.

6 NQ-DPT-196 [1/14] 3/14 (12238)



(Unaudited)

5. Credit and Market Risk

The Portfolio invests a significant portion of its assets in small- and mid-sized companies and may be subject to certain risks associated with ownership of securities of such companies. Investments in small- or mid-sized companies may be more volatile than investments in larger companies for a number of reasons, which include more limited financial resources or a dependence on narrow product lines. Because the Portfolio expects to hold a concentrated portfolio of a limited number of securities, the Portfolio’s risk is increased because each investment has a greater effect on the Portfolio’s overall performance.

The Portfolio may invest up to 15% of its net assets in illiquid securities, which may include securities with contractual restrictions on resale, securities exempt from registration under Rule 144A of the Securities Act of 1933, as amended, and other securities which may not be readily marketable. The relative illiquidity of these securities may impair the Portfolio 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 Portfolio’s Board has delegated to DMC the day-to-day functions of determining whether individual securities are liquid for purposes of the Portfolio’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 Portfolio’s 15% limit on investments in illiquid securities. As of Jan. 31, 2014, there were no Rule 144A securities and no securities have been determined to be illiquid under the Portfolio’s Liquidity Procedures.

6. Subsequent Events

Delaware Investments has signed an agreement with its Focus Growth Equity Team, the Portfolio’s current portfolio management team, to establish a new joint venture called Jackson Square Partners. DMC has obtained Board approval to appoint Jackson Square Partners as the sub-advisor to the Portfolio and to authorize a proxy solicitation to obtain the requisite prior shareholder approval. If the new sub-advosory arrangements are not approved by shareholders, DMC will pursue an alternative recommendation and the Portfolio’s Board of Trustees will determine an appropriate course of action.

Management has determined that no other material events or transactions occurred subsequent to Jan. 31, 2014 that would require recognition or disclosure in the Portfolio’s schedule of investments.

(continues)       NQ-DPT-196 [1/14] 3/14 (12238) 7



Schedule of investments

Delaware Pooled ® Trust — The High-Yield Bond Portfolio
January 31, 2014 (Unaudited)

Principal
amount°
      Value
(U.S. $)
Convertible Bonds – 0.49%
       Equinix 4.75% exercise
              price $84.32, expiration
              date 6/13/16 120,000 $ 273,675
       Salix Pharmaceuticals
              1.50% exercise price
              $65.81, expiration date
              3/15/19 239,000 384,192
Total Convertible Bonds (cost $610,118) 657,867
 
Corporate Bonds – 79.75%
Automobiles – 3.27%
       American Axle &
              Manufacturing
              7.75% 11/15/19 328,000 373,920
       Chassix 144A
              9.25% 8/1/18 # 325,000 348,562
       Chrysler Group
              8.25% 6/15/21 265,000 298,456
       Cooper-Standard Holding
              144A PIK 7.375%
              4/1/18 # 600,000 615,750
       General Motors 144A
              6.25% 10/2/43 # 375,000 398,438
       General Motors Financial
              6.75% 6/1/18 585,000 671,288
       International Automotive
              Components Group
              144A 9.125% 6/1/18 # 721,000 755,248
       LKQ 144A
              4.75% 5/15/23 # 570,000 531,525
       Meritor 6.75% 6/15/21 375,000 393,750
4,386,937
Banking – 2.38%
       Barclays Bank
              7.625% 11/21/22 560,000 596,400
       Credit Suisse Group 144A
              7.50% 12/11/49 # 610,000 642,794
       HBOS Capital Funding
              144A
              6.071% 6/29/49 # 889,000 893,445
       JPMorgan Chase
              6.75% 8/29/49 385,000 392,122
       RBS Capital Trust I
              2.112% 12/29/49 680,000 663,000
3,187,761
Basic Industry – 9.70%
       AK Steel 7.625% 5/15/20 262,000 260,035
       APERAM 144A
              7.75% 4/1/18 # 220,000 230,450
       ArcelorMittal
              6.125% 6/1/18 924,000 1,008,315
       Arch Coal 144A
              8.00% 1/15/19 # 400,000 400,000
       Builders FirstSource 144A
              7.625% 6/1/21 # 628,000 664,110
       Cemex 144A
              7.25% 1/15/21 # 375,000 386,250
       Cemex Espana
              Luxembourg 144A
              9.25% 5/12/20 # 298,000 323,777
       CPG Merger Sub 144A
              8.00% 10/1/21 # 610,000 648,125
       FMG Resources August
              2006 144A
              6.875% 4/1/22 # 827,000 896,261
       HD Supply
              11.50% 7/15/20 550,000 653,125
       Headwaters
              7.625% 4/1/19 391,000 424,235
       Inmet Mining 144A
              8.75% 6/1/20 # 528,000 603,240
       JMC Steel Group 144A
              8.25% 3/15/18 # 586,000 607,975
       LSB Industries 144A
              7.75% 8/1/19 # 295,000 314,175
       Masonite International
              144A 8.25% 4/15/21 # 677,000 744,700
       New Gold 144A
              6.25% 11/15/22 # 564,000 544,260
       Nortek 8.50% 4/15/21 442,000 490,620
       Perstorp Holding 144A
              8.75% 5/15/17 # 600,000 643,500
       Ply Gem Industries 144A
              6.50% 2/1/22 # 115,000 113,706
       Ryerson
              9.00% 10/15/17 317,000 343,549
              11.25% 10/15/18 135,000 148,162
       Sappi Papier Holding
              144A
              6.625% 4/15/21 # 511,000 516,110
              144A
              8.375% 6/15/19 # 400,000 444,000

(continues)       NQ-DPT-096 [1/14] 3/14 (12246) 1



Schedule of investments

Delaware Pooled ® Trust — The High-Yield Bond Portfolio

Principal
amount°
      Value
(U.S. $)
Corporate Bonds (continued)
Basic Industry (continued)
       Taminco Global Chemical
              144A 9.75% 3/31/20 # 195,000 $ 221,325
       TPC Group 144A
              8.75% 12/15/20 # 665,000 718,200
       U.S. Coatings Acquisition
              144A 7.375% 5/1/21 # 345,000 373,462
       Wise Metals Group 144A
              8.75% 12/15/18 # 275,000 292,875
13,014,542
Capital Goods – 4.35%
       Accudyne Industries 144A
              7.75% 12/15/20 # 550,000 585,750
       Beverage Packaging
              Holdings Luxembourg II
              144A
              5.625% 12/15/16 # 145,000 148,262
              144A 6.00% 6/15/17 # 150,000 154,125
       BlueLine Rental Finance
              144A 7.00% 2/1/19 # 355,000 367,869
       BOE Intermediate Holding
              144A PIK 9.00%
              11/1/17 # 370,465 397,324
       BOE Merger 144A PIK
              9.50% 11/1/17 # 593,000 628,580
       Consolidated Container
              144A
              10.125% 7/15/20 # 471,000 501,615
       Milacron 144A
              7.75% 2/15/21 # 490,000 522,462
       Plastipak Holdings 144A
              6.50% 10/1/21 # 485,000 499,550
       Reynolds Group Issuer
              8.25% 2/15/21 485,000 517,738
              9.00% 4/15/19 184,000 197,110
              9.875% 8/15/19 590,000 654,900
       TransDigm 7.50% 7/15/21 610,000 663,375
5,838,660
Consumer Cyclical – 6.58%
       BI-LO 144A PIK 8.625%
              9/15/18 # 425,000 445,188
       Burlington Coat Factory
              Warehouse
              10.00% 2/15/19 564,000 631,680
       Burlington Holdings 144A
              PIK 9.00% 2/15/18 # 115,000 118,162
       CDR DB Sub 144A
              7.75% 10/15/20 # 757,000 736,182
       Chinos Intermediate
              Holdings 144A PIK               
              7.75% 5/1/19 #        665,000 681,625
       Dave & Buster’s
              11.00% 6/1/18 286,000 308,880
       Dave & Buster’s
              Entertainment 144A
              8.91% 2/15/16 #^ 697,000 581,995
       Landry’s 144A
              9.375% 5/1/20 # 722,000 788,785
       Michaels Stores 144A
              5.875% 12/15/20 # 485,000 486,212
       Pantry 8.375% 8/1/20 554,000 594,165
       Party City Holdings
              8.875% 8/1/20 593,000 662,678
       Quiksilver 144A
              7.875% 8/1/18 # 665,000 724,850
       Rite Aid 6.75% 6/15/21 665,000 704,900
       Roundy’s Supermarkets
              144A
              10.25% 12/15/20 # 235,000 249,100
       Tempur-Pedic International
              6.875% 12/15/20 425,000 466,969
       Wok Acquisition 144A
              10.25% 6/30/20 # 599,000 653,659
8,835,030
Consumer Non-Cyclical – 1.65%
       Crestview DS Merger Sub II
              144A 10.00% 9/1/21 # 405,000 443,475
       JBS Investments 144A
              7.75% 10/28/20 # 200,000 206,000
       JBS USA 144A
              8.25% 2/1/20 # 486,000 529,132
       Smithfield Foods
              6.625% 8/15/22 450,000 475,875
       Spectrum Brands
              6.375% 11/15/20 103,000 109,952
              6.625% 11/15/22 416,000 444,600
2,209,034
Energy – 11.88%
       AmeriGas Finance
              7.00% 5/20/22 708,000 773,490

2 NQ-DPT-096 [1/14] 3/14 (12246)



Principal
amount°
      Value
(U.S. $)
Corporate Bonds (continued)
Energy (continued)
       AmeriGas Partners
              6.50% 5/20/21 9,000 $ 9,652
       Calumet Specialty Products
              Partners
              7.625% 1/15/22 350,000 371,438
              9.375% 5/1/19 613,000 681,962
       Chaparral Energy
              7.625% 11/15/22 267,000 289,028
              8.25% 9/1/21 312,000 341,640
       CHC Helicopter
              9.375% 6/1/21 285,000 299,962
       Chesapeake Energy
              5.375% 6/15/21 110,000 114,950
              6.125% 2/15/21 95,000 102,838
              6.625% 8/15/20 480,000 537,600
       Comstock Resources
              7.75% 4/1/19 484,000 517,880
       Drill Rigs Holdings 144A
              6.50% 10/1/17 # 584,000 620,500
       Exterran Partners
              6.00% 4/1/21 590,000 588,525
       Genesis Energy
              5.75% 2/15/21 665,000 678,300
       Halcon Resources
              8.875% 5/15/21 169,000 169,422
              144A 9.75% 7/15/20 # 665,000 692,431
       Hercules Offshore
              144A 7.50% 10/1/21 # 300,000 312,750
              144A 8.75% 7/15/21 # 175,000 196,000
       Key Energy Services
              6.75% 3/1/21 615,000 634,988
       Laredo Petroleum
              144A
              5.625% 1/15/22 # 285,000 283,931
              7.375% 5/1/22 136,000 149,260
       Linn Energy
              6.50% 5/15/19 84,000 86,730
              144A 7.00% 11/1/19 # 325,000 331,500
              8.625% 4/15/20 129,000 139,965
       Midstates Petroleum
              9.25% 6/1/21 775,000 809,875
       Murphy Oil U.S.A. 144A
              6.00% 8/15/23 # 445,000 446,112
       Northern Blizzard
              Resources 144A
              7.25% 2/1/22 # 620,000 620,775
       Northern Oil & Gas
              8.00% 6/1/20 580,000 614,800
       NuStar Logistics
              6.75% 2/1/21 400,000 416,000
       Oasis Petroleum 144A
              6.875% 3/15/22 # 630,000 670,950
       Offshore Group Investment
              7.125% 4/1/23 270,000 271,350
       PDC Energy
              7.75% 10/15/22 535,000 579,138
       Pioneer Energy Services
              9.875% 3/15/18 556,000 589,360
       Samson Investment 144A
              10.50% 2/15/20 # 426,000 470,730
       SandRidge Energy
              7.50% 3/15/21 106,000 110,505
              8.125% 10/15/22 681,000 715,901
              8.75% 1/15/20 114,000 123,690
       Ultra Petroleum 144A
              5.75% 12/15/18 # 560,000 581,000
15,944,928
Financials – 0.73%
       Nuveen Investments 144A
              9.50% 10/15/20 # 944,000 979,400
979,400
Healthcare – 7.43%
       Air Medical Group
              Holdings
              9.25% 11/1/18 312,000 340,080
       Alere 6.50% 6/15/20 360,000 371,700
       Biomet 6.50% 10/1/20 945,000 985,162
       Community Health Systems
              144A 6.875% 2/1/22 # 670,000 688,006
              7.125% 7/15/20 163,000 173,799
              8.00% 11/15/19 386,000 425,565
       HCA Holdings
              7.75% 5/15/21 135,000 148,500
       Healthcare Technology
              Intermediate 144A PIK
              7.375% 9/1/18 # 595,000 618,056
       Immucor
              11.125% 8/15/19 612,000 690,795
       Kinetic Concepts
              10.50% 11/1/18 423,000 488,565
              12.50% 11/1/19 290,000 330,600

(continues)       NQ-DPT-096 [1/14] 3/14 (12246) 3



Schedule of investments

Delaware Pooled ® Trust — The High-Yield Bond Portfolio

Principal
amount°
      Value
(U.S. $)
Corporate Bonds (continued)
Healthcare (continued)
       MPH Intermediate Holding
              2 144A PIK 8.375%
              8/1/18 # 295,000 $ 304,956
       Par Pharmaceutical
              7.375% 10/15/20 871,000 923,260
       Radnet Management
              10.375% 4/1/18 328,000 331,280
       Salix Pharmaceuticals
              144A 6.00% 1/15/21 # 755,000 788,975
       Service Corporation
              International 144A
              5.375% 1/15/22 # 125,000 127,031
       Tenet Healthcare
              144A 6.00% 10/1/20 # 575,000 606,266
              8.125% 4/1/22 375,000 410,156
       Truven Health Analytics
              10.625% 6/1/20 218,000 247,975
       Valeant Pharmaceuticals
              International
              144A
              5.625% 12/1/21 # 510,000 529,125
              144A
              6.375% 10/15/20 # 291,000 312,098
              144A 7.00% 10/1/20 # 115,000 124,488
9,966,438
Insurance – 2.45%
       American International
              Group
              8.175% 5/15/58 562,000 701,095
       Hockey Merger Sub 2 144A
              7.875% 10/1/21 # 450,000 470,250
       Liberty Mutual Group 144A
              7.00% 3/15/37 # 575,000 600,875
       Onex USI Aquisition 144A
              7.75% 1/15/21 # 585,000 603,281
       XL Group
              6.50% 12/29/49 925,000 911,125
3,286,626
Media – 7.17%
       CCO Holdings
              5.25% 9/30/22 484,000 467,665
       Cequel Communications
              Holdings I 144A
              6.375% 9/15/20 # 446,000 458,265
       Clear Channel Worldwide
              Holdings
              7.625% 3/15/20 704,000 746,060
       Columbus International
              144A
              11.50% 11/20/14 # 310,000 326,198
       CSC Holdings
              6.75% 11/15/21 615,000 673,425
       DISH DBS 5.00% 3/15/23 795,000 747,300
       Gray Television
              7.50% 10/1/20 605,000 648,862
       MDC Partners 144A
              6.75% 4/1/20 # 690,000 731,400
       Nara Cable Funding 144A
              8.875% 12/1/18 # 700,000 761,000
       Nielsen Luxembourg 144A
              5.50% 10/1/21 # 90,000 92,925
       ONO Finance II 144A
              10.875% 7/15/19 # 265,000 296,800
       RCN Telecom Services
              144A 8.50% 8/15/20 # 325,000 330,688
       Satelites Mexicanos
              9.50% 5/15/17 257,000 274,990
       Univision Communications
              144A 8.50% 5/15/21 # 1,036,000 1,142,190
       UPCB Finance VI 144A
              6.875% 1/15/22 # 430,000 462,250
       Virgin Media Finance 144A
              6.375% 4/15/23 # 800,000 820,000
       VTR Finance 144A
              6.875% 1/15/24 # 645,000 647,359
9,627,377
Services – 6.98%
       Algeco Scotsman Global
              Finance
              144A
              8.50% 10/15/18 # 580,000 630,750
              144A
              10.75% 10/15/19 # 865,000 936,362
       ARAMARK 144A
              5.75% 3/15/20 # 615,000 641,138
       Avis Budget Car Rental
              5.50% 4/1/23 465,000 451,050
       Carlson Wagonlit 144A
              6.875% 6/15/19 # 335,000 351,331

4 NQ-DPT-096 [1/14] 3/14 (12246)



Principal
amount°
      Value
(U.S. $)
Corporate Bonds (continued)
Services (continued)
       Darling Escrow 144A
              5.375% 1/15/22 # 235,000 $ 237,056
       DigitalGlobe
              5.25% 2/1/21 565,000 557,938
       H&E Equipment Services
              7.00% 9/1/22 462,000 503,580
       M/I Homes
              8.625% 11/15/18 591,000 644,190
       Mattamy Group 144A
              6.50% 11/15/20 # 580,000 581,450
       MGM Resorts International
              6.75% 10/1/20 170,000 183,600
              7.75% 3/15/22 234,000 264,420
              11.375% 3/1/18 549,000 708,210
       PHH
              6.375% 8/15/21 245,000 246,838
              7.375% 9/1/19 256,000 277,120
       Pinnacle Entertainment
              7.75% 4/1/22 210,000 228,900
              8.75% 5/15/20 36,000 39,600
       PNK Finance 144A
              6.375% 8/1/21 # 265,000 272,950
       Seven Seas Cruises
              9.125% 5/15/19 595,000 660,450
       Stena 144A
              7.00% 2/1/24 # 655,000 669,738
       Watco 144A
              6.375% 4/1/23 # 280,000 278,600
9,365,271
Technology & Electronics – 5.48%
       ACI Worldwide 144A
              6.375% 8/15/20 # 360,000 377,100
       Activision Blizzard
              144A
              5.625% 9/15/21 # 445,000 461,688
              144A
              6.125% 9/15/23 # 200,000 209,000
       BMC Software Finance
              144A
              8.125% 7/15/21 # 950,000 985,625
       First Data
              144A
              11.25% 1/15/21 # 855,000 946,912
              144A
              11.75% 8/15/21 # 805,000 831,163
       First Data Holdings 144A
              PIK 14.50%
              9/24/19 # 355,000 330,150
       Freescale Semiconductor
              144A 6.00% 1/15/22 # 305,000 317,962
              10.75% 8/1/20 60,000 69,150
       Infor U.S. 9.375% 4/1/19 533,000 602,290
       j2 Global 8.00% 8/1/20 777,000 839,160
       NCR Escrow
              144A
              5.875% 12/15/21 # 175,000 182,438
              144A
              6.375% 12/15/23 # 540,000 564,300
       Viasystems 144A
              7.875% 5/1/19 # 596,000 640,700
7,357,638
Telecommunications – 7.74%
       CenturyLink
              6.75% 12/1/23 400,000 407,000
       Comcel Trust 144A
              6.875% 2/6/24 # 210,000 206,289
       Digicel Group 144A
              8.25% 9/30/20 # 1,050,000 1,097,250
       Hughes Satellite Systems
              7.625% 6/15/21 439,000 500,460
       Intelsat Luxembourg
              144A 7.75% 6/1/21 # 860,000 925,575
              144A 8.125% 6/1/23 # 860,000 934,175
       Level 3 Communications
              8.875% 6/1/19 233,000 256,300
       Level 3 Financing
              144A
              6.125% 1/15/21 # 110,000 112,750
              7.00% 6/1/20 602,000 642,635
       MetroPCS Wireless 144A
              6.25% 4/1/21 # 240,000 250,200
       Sprint
              144A
              7.125% 6/15/24 # 765,000 770,738
              144A 7.25% 9/15/21 # 615,000 664,969
              144A
              7.875% 9/15/23 # 410,000 438,700
       Sprint Capital
              6.90% 5/1/19 410,000 444,850
       T-Mobile USA
              6.125% 1/15/22 195,000 199,875

(continues)       NQ-DPT-096 [1/14] 3/14 (12246) 5



Schedule of investments

Delaware Pooled ® Trust — The High-Yield Bond Portfolio

Principal
amount°
      Value
(U.S. $)
Corporate Bonds (continued)
Telecommunications (continued)
       T-Mobile USA
              6.50% 1/15/24 115,000 $ 117,731
              6.731% 4/28/22 235,000 247,631
       Wind Acquisition Finance
              144A 7.25% 2/15/18 # 220,000 231,550
              144A
              11.75% 7/15/17 # 210,000 221,812
       Windstream
              7.50% 6/1/22 335,000 342,538
              7.50% 4/1/23 10,000 10,050
              7.75% 10/1/21 370,000 390,350
       Zayo Group
              10.125% 7/1/20 842,000 977,772
10,391,200
Utilities – 1.96%
       AES
              7.375% 7/1/21 438,000 487,275
              8.00% 6/1/20 2,000 2,325
       AES Gener 144A
              8.375% 12/18/73 # 400,000 421,000
       Calpine
              144A
              5.875% 1/15/24 # 145,000 144,638
              144A 6.00% 1/15/22 # 595,000 618,800
       Elwood Energy
              8.159% 7/5/26 262,464 282,477
       Enel 144A
              8.75% 9/24/73 # 420,000 456,750
       GenOn Energy
              9.875% 10/15/20 207,000 219,420
2,632,685
Total Corporate Bonds (cost $102,890,159) 107,023,527
 
Senior Secured Loans – 10.48% «
       Akorn Tranche B
              4.50% 11/13/20 355,000 359,438
       Allegion U.S. Holding
              Tranche B
              3.00% 12/26/20 195,000 195,853
       Applied Systems Tranche
              1st Lien 4.25% 1/15/21 441,000 445,851
       Applied Systems Tranche
              2nd Lien
              7.50% 1/15/22 165,000 169,280
       Ardagh Group Tranche B
              4.00% 12/17/19 380,000 381,900
       Azure Midstream Tranche B
              6.50% 10/21/18 205,000 207,499
       BJ’s Wholesale Club 2nd
              Lien 8.50% 3/31/20 335,000 345,085
       BJ’s Wholesale Club
              Tranche B 1st Lien
              4.50% 9/26/19 315,000 318,425
       BMC Software 1st Lien
              5.00% 8/9/20 184,000 184,524
       Borgata Tranch B 1st Lien
              6.75% 8/15/18 635,000 642,938
       Citycenter Holdings Tranche
              B 5.00% 10/9/20 320,000 324,367
       Clear Channel Communi-
              cations Tranche D
              6.75% 1/30/19 650,000 632,067
       Community Health Systems
              Tranche D
              4.25% 1/27/21 360,000 364,179
       Drillships Financing
              Holding Tranche B1
              6.00% 2/17/21 304,236 311,841
       Drillships Financing
              Holding Tranche B2
              5.50% 7/15/16 355,000 359,733
       Gentiva Health Services
              Tranche B
              6.50% 10/10/19 640,000 644,400
       Getty Images Tranche B
              4.75% 9/19/19 242,915 229,598
       Gray Television
              4.50% 10/11/19 439,000 442,841
       Hostess Brands 1st Lien
              6.75% 3/12/20 445,000 462,800
       Hudson’s Bay 2nd Lien
              8.25% 10/7/21 440,000 456,133
       Ineos U.S. Finance
              4.00% 5/4/18 608,456 612,530
       KIK Custom Products 1st
              Lien 5.50% 5/23/19 95,000 95,079
       KIK Custom Products 2nd
              Lien 9.50% 11/23/19 45,000 45,477
       Kinetic Concepts Tranche
              E1 4.00% 5/8/18 785,000 793,128

6 NQ-DPT-096 [1/14] 3/14 (12246)



Principal
amount°
      Value
(U.S. $)
Senior Secured Loans« (continued)
       LTS Buyer 2nd Lien
              8.00% 3/15/21 155,000 $ 158,681
       Moxie Liberty Tranche B
              7.50% 8/21/20 345,000 352,762
       Moxie Patriot (Panda
              Power Fund) Tranche B1
              6.75% 12/18/20 340,000 349,775
       Neiman Marcus Group
              5.00% 10/18/20 663,338 671,950
       Nuveen Investments 2nd
              Lien 6.50% 2/28/19 335,000 334,581
       Otter Products Tranche B
              5.25% 4/29/19 118,481 119,296
       Panda Temple Power II
              Tranche B 1st Lien
              7.25% 3/28/19 355,000 365,206
       Patheon 4.25% 1/23/21 715,000 715,064
       Polymer Group Tranche B
              5.25% 12/13/19 545,000 550,791
       Quickrete 2nd Lien
              7.00% 3/19/21 60,000 61,740
       Ranpak 2nd Lien
              8.50% 4/10/20 86,000 88,580
       Rite Aid 2nd Lien
              5.75% 8/3/20 295,000 303,076
       Samson Investment 2nd
              Lien 5.00% 9/25/18 305,000 308,508
       Toys R Us Property Tranche
              B 6.00% 7/31/19 279,300 266,592
       Vantage Drilling Tranche B
              1st Lien 5.75% 3/28/19 390,000 396,825
Total Senior Secured Loans (cost
       $13,913,977) 14,068,393
 
Number of
Shares
Common Stock – 2.95%
       Akorn 12,910 293,057
       B/E Aerospace † 3,480 276,556
       Century Communi-
              cations =† 60,000 0
       CenturyLink 8,788 253,622
       DIRECTV Class A † 3,700 256,891
       General Motors † 6,950 250,756
       Hertz Global Holdings † 12,500 325,250
       Kodiak Oil & Gas † 33,306 353,377
       Las Vegas Sands 3,370 257,872
       Mueller Water Products
              Class A 40,010 347,287
       Quiksilver † 49,966 352,260
       Range Resources 3,883 334,676
       Rockwood Holdings 2,086 142,954
       Time Warner Cable 1,970 262,542
       United Rentals † 3,111 251,804
Total Common Stock (cost $3,724,859) 3,958,904
 
Convertible Preferred Stock – 0.99%
       Chesapeake Energy 144A
              5.75% exercise price
              $27.83, expiration date
              12/31/49 # 572 650,292
       Intelsat 5.75% exercise
              price $22.05, expiration
              date 5/1/16 5,550 291,514
       SandRidge Energy 7.00%
              exercise price $7.76,
              expiration date
              12/31/49 3,800 378,812
Total Convertible Preferred Stock (cost
       $1,290,327) 1,320,618
 
Preferred Stock – 1.24%
       Ally Financial
              144A 7.00% # 800 778,275
              8.50% 5,000 135,150
       GMAC Capital Trust I
              8.125% 7,000 191,660
       Regions Financial 6.375% 24,000 559,440
Total Preferred Stock (cost $1,493,893) 1,664,525

(continues)       NQ-DPT-096 [1/14] 3/14 (12246) 7



Schedule of investments

Delaware Pooled ® Trust — The High-Yield Bond Portfolio

Principal
amount°
      Value
(U.S. $)
Short-Term Investments – 4.06%
Repurchase Agreements – 4.06%
       Bank of America Merrill
              Lynch
              0.01%, dated 1/31/14,
              to be repurchased on
              2/3/14, repurchase price
              $1,374,227
              (collateralized by U.S.
              government obligations
              0.00%-1.25%
              5/8/14-11/30/18;
              market value
              $1,401,710) 1,374,226 $ 1,374,226
       Bank of Montreal
              0.02%, dated 1/31/14,
              to be repurchased on
              2/3/14, repurchase price
              $229,038 (collateralized
              by U.S. government
              obligations
              0.25%-2.75% 4/30/14-
              11/15/23; market value
              $233,619) 229,038 229,038
       BNP Paribas
              0.02%, dated 1/31/14,
              to be repurchased on
              2/3/14, repurchase price
              $3,850,743
              (collateralized by U.S.
              government obligations
              0.25%-2.375%
              3/31/14-12/31/20;
              market value
              $3,927,751) 3,850,736 3,850,736
Total Short-Term Investments (cost
       $5,454,000) 5,454,000
 
Total Value of
        Securities – 99.96%
              (cost $129,377,333) 134,147,834
 
Receivables and Other Assets Net of
        Liabilities – 0.04% $ 55,191
Net Assets – 100.00% $ 134,203,025
____________________
 
# Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. At Jan. 31, 2014, the aggregate value of Rule 144A securities was $61,740,902, which represents 46.01% of the Portfolio’s net assets. See Note 4 in “Notes.”
100% of the income received was in the form of additional par.
100% of the income received was in the form of cash.
= Security is being fair valued in accordance with the Portfolio’s fair valuation policy. At Jan. 31, 2014, the aggregate value of fair valued securities was $0, which represents 0.00% of the Portfolio’s net assets. See Note 1 in “Notes.”
° Principal amount shown is stated in U.S. dollars unless noted that the security is denominated in another currency.
Non income producing security.
Variable rate security. The rate shown is the rate as of Jan. 31, 2014. Interest rates reset periodically.
^ Zero coupon security. The rate shown is the yield at the time of purchase.
« Senior secured loans generally pay interest at rates which are periodically redetermined by reference to a base lending rate plus a premium. These base lending rates are generally: (i) the prime rate offered by one or more U.S. banks, (ii) the lending rate offered by one or more European banks such as the London Inter-Bank Offered Rate (LIBOR), and (iii) the certificate of deposit rate. Senior secured loans may be subject to restrictions on resale. Stated rate in effect at Jan. 31, 2014.

PIK – Pay-in-kind

8 NQ-DPT-096 [1/14] 3/14 (12246)



Notes

Delaware Pooled ® Trust — The High-Yield Bond Portfolio
January 31, 2014 (Unaudited)

1. Significant Accounting Policies

The following accounting policies are in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and are consistently followed by Delaware Pooled ® Trust - The High-Yield Bond Portfolio (Portfolio). This report covers the period of time since the Portfolio’s last fiscal year end.

Security Valuation — Equity securities, except those traded on the Nasdaq Stock Market, Inc. (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. Securities 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 does not trade, then the mean between the bid and ask prices will be used, which approximates fair value. Debt securities are valued based upon valuations provided by an independent pricing service or broker and reviewed by management. To the extent current market prices are not available, the pricing service may take into account developments related to the specific security, as well as transactions in comparable securities. U.S. government and agency securities are valued at the mean between the bid and ask prices, which approximates fair value. Valuations for fixed income securities utilize matrix systems, which reflect such factors as security prices, yields, maturities, and ratings, and are supplemented by dealer and exchange quotations. Generally, other securities and assets for which market quotations are not readily available are valued at fair value as determined in good faith under the direction of the Portfolio’s Board of Trustees (Board). 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. The Portfolio may use fair value pricing more frequently for securities traded primarily in non-U.S. markets because, among other things, most foreign markets close well before the Portfolio values its securities, generally as of 4:00 p.m. Eastern time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, government actions or pronouncements, aftermarket trading, or news events may have occurred in the interim. To account for this, the Portfolio may frequently value foreign securities using fair value prices based on third-party vendor modeling tools (international fair value pricing).

Federal Income Taxes — No provision for federal income taxes has been made as the Portfolio 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 Portfolio evaluates tax positions taken or expected to be taken in the course of preparing the Portfolio’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 or expense in the current year. Management has analyzed the Portfolio’s tax positions taken for all open federal income tax years (Oct. 31, 2010–Oct. 31, 2013), and has concluded that no provision for federal income tax is required in the Portfolio’s financial statements.

Repurchase Agreements — The Portfolio may purchase certain U.S. government securities subject to the counterparty’s agreement to repurchase them at an agreed upon date and price. The counterparty will be required on a daily basis to maintain the value of the collateral subject to the agreement at not less than the repurchase price (including accrued interest). The agreements are conditioned upon the collateral being deposited under the Federal Reserve book-entry system with the Portfolio’s custodian or a third-party sub-custodian. In the event of default or bankruptcy by the other party to the agreement, retention of the collateral may be subject to legal proceedings. All open repurchase agreements as of the date of this report were entered into on Jan. 31, 2014.

Use of Estimates — The preparation of financial statements in conformity with U.S. 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 Portfolio are charged directly to the Portfolio. Other expenses common to various funds within the Delaware Investments ® Family of Funds are generally allocated among such funds on the basis of average net assets. Management fees and some 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 the accrual basis. Discounts and premiums on debt securities are amortized to interest income over the lives of the respective securities using the effective interest method. The Portfolio declares and pays distributions from net investment income and realized gain on investments, if any, annually. Dividends and distributions, if any, are recorded on the ex-dividend date. The Portfolio may distribute more frequently, if necessary for tax purposes.

(continues)       NQ-DPT-096 [1/14] 3/14 (12246) 9



(Unaudited)

2. Investments

At Jan. 31, 2014, the cost of investments for federal income tax purposes has been estimated since final tax characteristics cannot be determined until fiscal year end. At Jan. 31, 2014, the cost of investments and unrealized appreciation (depreciation) for the Portfolio were as follows:

Cost of Investments $ 129,406,165
Aggregate unrealized appreciation $ 5,295,156
Aggregate unrealized depreciation (553,487 )
Net unrealized appreciation $ 4,741,669

For federal income tax purposes, at Oct. 31, 2013, capital loss carryforwards of $1,262,438 may be carried forward and applied against future capital gains. Capital loss carryforwards will expire as follows: $1,262,438 expires in 2017.

On Dec. 22, 2010, the Regulated Investment Company Modernization Act of 2010 (Act) was enacted, which changed various technical rules governing the tax treatment of regulated investment companies. The changes were generally effective for taxable years beginning after the date of enactment. Under the Act, the Portfolio is permitted to carry forward capital losses incurred in taxable years beginning after the date of enactment for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered all short-term as permitted under previous regulation.

U.S. GAAP defines fair value as the price that the Portfolio 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 developed based on the best information available under the circumstances. The Portfolio’s 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 below.

Level 1 – 

inputs are quoted prices in active markets for identical investments (e.g., equity securities, open-end investment companies, futures contracts, 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) (e.g., debt securities, government securities, swap contracts, foreign currency exchange contracts, foreign securities utilizing international fair value pricing, broker-quoted securities, fair valued securities)

 
Level 3 – 

inputs are significant unobservable inputs (including the Portfolio’s own assumptions used to determine the fair value of investments) (e.g., broker-quoted securities, fair valued securities)


Level 3 investments are valued using significant unobservable inputs. The Portfolio 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.

10 NQ-DPT-096 [1/14] 3/14 (12246)



(Unaudited)

The following table summarizes the valuation of the Portfolio’s investments by fair value hierarchy levels as of Jan. 31, 2014:

      Level 1       Level 2       Total
Corporate Debt $ $ 107,681,394 $ 107,681,394
Senior Secured Loans 14,068,393 14,068,393
Common Stock 3,958,904 3,958,904
Convertible Preferred Stock 1 291,514 1,029,104 1,320,618
Preferred Stock 1 886,250 778,275 1,664,525
Short-Term Investments 5,454,000 5,454,000
Total $ 5,136,668 $ 129,011,166 $ 134,147,834
____________________
 

1 Security type is valued across multiple levels. The amount attributed to Level 1 investments and Level 2 investments represents the following percentages of the total market value of this security type for the Portfolio. Level 1 investments represents exchange-traded investments, while Level 2 investments represents matrix-priced investments.


      Level 1       Level 2       Total
Convertible Preferred Stock 22.07% 77.93% 100.00%
Preferred Stock 53.24% 46.76% 100.00%

The securities that have been deemed worthless in the schedule of investments are considered to be Level 3 securities in this table.

During the period ended Jan. 31, 2014, there were no transfers between Level 1 investments, Level 2 investments or Level 3 investments that had a significant impact to the Portfolio. The Portfolio’s policy is to recognize transfers between levels at the beginning of the reporting period.

A reconciliation of Level 3 investments is presented when the Portfolio has a significant amount of Level 3 investments at the beginning, interim or end of the period in relation to net assets. Management has determined not to provide additional disclosure on Level 3 inputs under ASU No. 2011-04 since the Level 3 investments are not considered significant to the Portfolio’s net assets at the end of the period.

3. Securities Lending

The Portfolio, along with other funds in the Delaware Investments ® Family of 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: (i) 102% with respect to U.S. securities and foreign securities that are denominated and payable in U.S. dollars; and (ii) 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.

Cash collateral received is generally invested in the Delaware Investments Collateral Fund No. 1 (the “Collective Trust”) established by BNY Mellon for the purpose of investment on behalf of funds managed by Delaware Management Company (DMC), a series of Delaware Management Business Trust, that participate in BNY Mellon’s securities lending program. The Collective Trust may invest in U.S. government securities and high quality corporate debt, asset-backed and other money market securities and in repurchase agreements collateralized by such securities, provided that the Collective Trust will generally have a dollar-weighted average portfolio maturity of 60 days or less. The Portfolio can also accept U.S. 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 Portfolio, or at the discretion of the lending agent, replace the loaned securities. The Portfolio continues to record dividends or interest, as applicable, on the

(continues)       NQ-DPT-096 [1/14] 3/14 (12246) 11



(Unaudited)

3. Securities Lending (continued)

securities loaned and is subject to change in value of the securities loaned that may occur during the term of the loan. The Portfolio 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 Portfolio 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 Portfolio, the security lending agent and the borrower. The Portfolio records security lending income net of allocations to the security lending agent and the borrower.

The Collective Trust used for the investment of cash collateral received from borrowers of securities seeks to maintain a net asset value per unit of $1.00, but there can be no assurance that it will always be able to do so. The Portfolio may incur investment losses as a result of investing securities lending collateral in the Collective Trust or another collateral investment pool. This could occur if an investment in a collateral investment pool defaulted or if it were necessary to liquidate assets in the collateral investment pool to meet returns on outstanding security loans at a time when the collateral investment pool’s net asset value per unit was less than $1.00. Under those circumstances, the Portfolio may not receive an amount from the collateral investment pool that is equal in amount to the collateral the Portfolio would be required to return to the borrower of the securities and the Portfolio would be required to make up this shortfall.

At Jan. 31, 2014, the Portfolio had no securities on loan.

4. Credit and Market Risk

The Portfolio invests in high yield fixed income securities, which are securities rated lower than BBB- by Standard & Poor’s and Baa3 by Moody’s Investors Service, or similarly rated by another nationally recognized statistical rating organization. Investments in these higher yielding securities are generally accompanied by a greater degree of credit risk than higher rated securities. Additionally, lower rated securities may be more susceptible to adverse economic and competitive industry conditions than investment-grade securities.

The Portfolio invests in certain obligations that may have liquidity protection to ensure that the receipt of payments due on the underlying security is timely. Such protection may be provided through guarantees, insurance policies or letters of credit obtained by the issuer or sponsor through third parties, through various means of structuring the transaction or through a combination of such approaches. The Portfolio will not pay any additional fees for such credit support, although the existence of credit support may increase the price of a security.

The Portfolio may invest up to 15% of its net assets in illiquid securities, which may include securities with contractual restrictions on resale, securities exempt from registration under Rule 144A of the Securities Act of 1933, as amended, and other securities which may not be readily marketable. The relative illiquidity of these securities may impair the Portfolio 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 Portfolio’s Board has delegated to DMC the day-to-day functions of determining whether individual securities are liquid for purposes of the Portfolio’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 Portfolio’s 15% limit on investments in illiquid securities. As of Jan. 31, 2014, no securities have been determined to be illiquid under the Portfolio’s Liquidity Procedures. Rule 144A securities have been identified in the schedule of investments.

5. Subsequent Events

Management has determined that no material events or transactions occurred subsequent to Jan. 31, 2014 that would require recognition or disclosure in the Portfolio’s schedule of investments.

12 NQ-DPT-096 [1/14] 3/14 (12246)



Schedule of Investments

Delaware Pooled ® Trust — The International Equity Portfolio
January 31, 2014 (Unaudited)

Number of Value
              Shares       (U.S. $)
Common Stock – 99.57% Δ
Australia – 2.19%
AMP 1,423,668 $ 5,314,946
QBE Insurance Group 474,429 4,766,839
10,081,785
Belgium – 0.00%
Ageas VVPR Strip « =† 36,617 0
0
China – 2.24%
China Mobile 638,000 6,088,004
Jardine Matheson
        Holdings 78,815 4,222,912
10,310,916
France – 13.85%
Carrefour 57,931 1,990,869
Cie de Saint-Gobain 192,175 10,079,271
GDF Suez VVPR Strip =† 162,519 0
Orange 822,232 10,179,738
Sanofi 139,139 13,603,880
Societe Generale 86,492 4,887,330
Total 219,755 12,538,787
Vallourec 70,791 3,534,684
Vinci   108,453 7,092,453
63,907,012
Germany – 8.39%    
Daimler 73,419 6,133,070
Deutsche Telekom 879,590 14,223,799
GEA Group 105,119 4,917,743
RWE 153,120 5,650,520
SAP 101,959 7,801,717
38,726,849
Israel – 3.30%
Teva Pharmaceutical
       Industries ADR 341,116 15,224,007
15,224,007
Italy – 2.45%
ENI 497,649 11,302,196
11,302,196
Japan – 15.39%
Astellas Pharma 122,400 7,563,719
Canon 419,800 12,262,120
Hoya 227,700 6,291,904
Kao 328,500 10,413,552
Kirin Holdings 88,000 1,196,716
NTT DOCOMO 145,800 2,334,260
Seven & I Holdings 220,473 8,690,397
Takeda Pharmaceutical 216,800 10,076,163
Tokio Marine Holdings 254,652 7,435,016
Tokyo Electron 91,200 4,754,568
71,018,415
Netherlands – 6.85%
Koninklijke Ahold 720,980 12,002,255
Reed Elsevier 400,863 8,268,154
Royal Dutch Shell Class A 328,816 11,357,688
31,628,097
Singapore – 3.90%
SembCorp Industries 1,150,000 4,722,399
Singapore Telecommunications 2,624,602 7,242,499
United Overseas Bank 386,642 6,047,265
18,012,163
Spain – 7.46%
Banco Santander 663,760 5,711,089
Iberdrola 2,524,205 15,544,899
Telefonica 855,186 13,172,509
34,428,497
Switzerland – 10.26%
ABB † 460,319 11,450,302
Nestle 126,154 9,143,056
Novartis 179,863 14,217,309
Zurich Insurance Group † 43,150 12,511,637
47,322,304
Taiwan – 0.82%
Taiwan Semiconductor
       Manufacturing ADR 224,332 3,795,697
3,795,697
United Kingdom – 22.47%
AMEC 341,755 5,777,608
BG Group 534,577 8,985,960
BP 1,268,231 9,940,113
Compass Group 669,588 10,008,146
G4S 1,634,542 6,398,486
GlaxoSmithKline 508,816 13,079,896
National Grid 941,480 12,188,194
Tesco 2,466,157 12,960,750
Unilever 347,056 13,321,229

(continues)       NQ-DPT-031 [1/14] 3/14 (12237) 1



Schedule of Investments

Delaware Pooled ® Trust — The International Equity Portfolio

Number of Value  
        Shares       (U.S. $)  
Common Stock Δ (continued)
United Kingdom (continued)
Vodafone Group 2,977,867 $ 11,036,154
103,696,536
Total Common Stock
(cost $393,574,692) 459,454,474
 
Principal
amount°
Short-Term Investments – 0.85%
Repurchase Agreements – 0.69%
Bank of America Merrill
       Lynch
       0.01%, dated 1/31/14,
       to be repurchased on  
       2/3/14, repurchase price  
       $799,239 (collateralized
       by U.S. government
         obligations
       0.00%-1.25%
       5/8/14-11/30/18;  
       market value $815,223) 799,238 799,238
Bank of Montreal  
       0.02%, dated 1/31/14,
       to be repurchased on      
       2/3/14, repurchase price
       $133,207 (collateralized
       by U.S. government
       obligations
       0.25%-2.75% 4/30/14-
       11/15/23; market value
       $135,871) 133,206 133,206
BNP Paribas
       0.02%, dated 1/31/14,
       to be repurchased on
       2/3/14, repurchase price
       $2,239,559
       (collateralized by U.S.
       government obligations
       0.25%-2.375%
       3/31/14-12/31/20;
       market value
       $2,284,347) 2,239,556 2,239,556
3,172,000
U.S. Treasury Obligation – 0.16%
U.S. Treasury Bill 0.065%
       4/24/14 744,987 744,944
744,944
Total Short-Term Investments (cost
$3,916,877) 3,916,944
 
Total Value of
Securities – 100.42%
       (cost $397,491,569) 463,371,418
 
Liabilities Net of Receivables and Other
Assets – (0.42%) (1,933,551 )
Net Assets – 100.00% $ 461,437,867
____________________
 
«

Dividend coupon which when presented with the corresponding coupon of the share benefits from a reduced withholding tax of 15% (rather than 25%) on dividends paid.

=

Security is being fair valued in accordance with the Portfolio’s fair valuation policy. At Jan. 31, 2013, the aggregate value of fair valued securities was $0,which represents 0.00% of the Portfolio’s net assets. See Note 1 in “Notes.”

The rate shown is the effective yield at the time of purchase.

°

Principal amount shown is stated in U.S. dollars unless noted that the security is denominated in another currency.

Non income producing security.

Δ

Securities have been classified by country of origin.


2 NQ-DPT-031 [1/14] 3/14 (12237)



The following foreign currency exchange contracts were outstanding at Jan. 31, 2014: 1

Foreign Currency Exchange Contracts

Unrealized
Contracts to Appreciation
Counterparty         Receive (Deliver)       In Exchange For       Settlement Date       (Depreciation)
BNYM AUD    (10,649,000 ) USD    9,270,593         4/30/14         $ 4,957
BNYM CHF 1,096,179 USD (1,217,706 ) 2/3/14 (8,569 )
BNYM CHF 253,646 USD (280,458 ) 2/4/14 (672 )
BNYM EUR   162,697 USD (220,016 ) 2/4/14   (561 )
BNYM GBP 129,846 USD (213,779 )   2/4/14 (311 )
BNYM SGD 271,343     USD (212,901 )   2/3/14   (325 )
BNYM   SGD 285,454 USD (223,745 ) 2/4/14   (114 )
BNYM SGD 182,956 USD   (143,371 ) 2/5/14 (40 )
$           (5,635 )

The use of foreign currency exchange contracts involves elements of market risk and risks in excess of the amounts disclosed in the financial statements. The foreign currency exchange contracts presented above represent the Portfolio’s total exposure in such contracts, whereas only the net unrealized appreciation (depreciation) is reflected in the Portfolio’s net assets.

1 See Note 3 in “Notes.”

Summary of abbreviations:
ADR – American Depositary Receipt
AUD – Australian Dollar
BNYM – BNY Mellon
CHF – Swiss Franc
EUR – European Monetary Unit
GBP – British Pound Sterling
SGD – Singapore Dollar
USD – United States Dollar
VVPR Strip – Dividend Coupon

(continues)       NQ-DPT-031 [1/14] 3/14 (12237) 3



Notes

Delaware Pooled ® Trust — The International Equity Portfolio
January 31, 2014 (Unaudited)

1. Significant Accounting Policies

The following accounting policies are in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and are consistently followed by Delaware Pooled ® Trust - The International Equity Portfolio (Portfolio). This report covers the period of time since the Portfolio’s last fiscal year end.

Security Valuation — Equity securities, except those traded on the Nasdaq Stock Market, Inc. (Nasdaq), are valued at the last quoted sales price as of the time of the regular close of the New York Stock Exchange (NYSE) on the valuation date. Securities 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 does not trade, then the mean between the bid and ask prices will be used, which approximates fair value. Securities listed on a foreign exchange are normally valued at the last quoted sales price on the valuation date. U.S. government and agency securities are valued at the mean between the bid and ask prices, which approximates fair value. Foreign currency exchange contracts and foreign cross currency exchange contracts are valued at the mean between the bid and ask prices, which approximates fair value. Interpolated values are derived when the settlement date of the contract is an interim date for which quotations are not available. Generally, other securities and assets for which market quotations are not readily available are valued at fair value as determined in good faith under the direction of the Portfolio’s Board of Trustees (Board). 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. The Portfolio may use fair value pricing more frequently for securities traded primarily in non-U.S. markets because, among other things, most foreign markets close well before the Portfolio values its securities, generally as of 4:00 p.m. Eastern time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, government actions or pronouncements, aftermarket trading, or news events may have occurred in the interim. To account for this, the Portfolio may frequently value foreign securities using fair value prices based on third-party vendor modeling tools (international fair value pricing).

Federal & Foreign Income Taxes — No provision for federal income taxes has been made as the Portfolio 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 Portfolio evaluates tax positions taken or expected to be taken in the course of preparing the Portfolio’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 or expense in the current year. Management has analyzed the Portfolio’s tax positions taken for all open federal income tax years (October 31, 2010 – October 31, 2013), and has concluded that no provision for federal income tax is required in the Portfolio’s financial statements. In regard to foreign taxes only, the Portfolio has open tax years in certain foreign countries it invests in that may date back to the inception date of the Portfolio.

Repurchase Agreements — The Portfolio may purchase certain U.S. government securities subject to the counterparty’s agreement to repurchase them at an agreed upon date and price. The counterparty will be required on a daily basis to maintain the value of the collateral subject to the agreement at not less than the repurchase price (including accrued interest). The agreements are conditioned upon the collateral being deposited under the Federal Reserve book-entry system with the Portfolio’s custodian or a third party sub-custodian. In the event of default or bankruptcy by the other party to the agreement, retention of the collateral may be subject to legal proceedings. All open repurchase agreements as of the date of this report were entered into on Jan. 31, 2014.

Foreign Currency Transactions — Transactions denominated in foreign currencies are recorded at the prevailing exchange rates on the valuation date in accordance with the Fund’s prospectus. The value of all assets and liabilities denominated in foreign currencies is translated daily into U.S. dollars at the exchange rate of such currencies against the U.S. 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 Portfolio 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. The changes are included with the net realized and unrealized gain or loss on investments. The Portfolio 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 U.S. 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.

4 NQ-DPT-031 [1/14] 3/14 (12237)



(Unaudited)

Other — Expenses directly attributable to the Portfolio are charged directly to the Portfolio. Other expenses common to various funds within the Delaware Investments ® Family of Funds are generally allocated among such funds on the basis of average net assets. Management fees and some 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 the accrual basis. Foreign dividends are also recorded on the ex-dividend date or as soon after the ex-dividend date that the Portfolio is aware of such dividends, net of all tax withholdings, a portion of which maybe reclaimable. Withholding taxes and reclaims on foreign dividends have been recorded in accordance with the Portfolio’s understanding of the applicable country’s tax rules and rates. The Portfolio declares and pays distributions from net investment income and distributions from net realized gain on investments, if any, annually. The Portfolio may distribute more frequently, if necessary for tax purposes. Dividends and distributions, if any, are recorded on the ex-dividend date.

2. Investments

At Jan. 31, 2014, the cost of investments for federal income tax purposes has been estimated since final tax characteristics cannot be determined until fiscal year end. At Jan. 31, 2014, the cost of investments and unrealized appreciation (depreciation) for the Portfolio were as follows:

Cost of Investments $ 403,018,743
Aggregate unrealized appreciation $ 91,697,615
Aggregate unrealized depreciation   (31,344,940 )
Net unrealized appreciation $ 60,352,675

For federal income tax purposes, at October 31, 2013, capital loss carryforwards of $178,010,832 may be carried forward and applied against future capital gains. Capital loss carryforwards will expire as follows: $156,031,998 expires in 2017 and $13,859,481 expires in 2018.

On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (Act) was enacted, which changed various technical rules governing the tax treatment of regulated investment companies. The changes were generally effective for taxable years beginning after the date of enactment. Under the Act, the Portfolio is permitted to carry forward capital losses incurred in taxable years beginning after the date of enactment for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered all short-term as permitted under previous regulation. At October 31, 2013, short-term losses of $3,201 and long-term losses of $8,166,152 will be carried forward under the Act.

U.S. GAAP defines fair value as the price that the Portfolio 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 developed based on the best information available under the circumstances. The Portfolio’s 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 below.

Level 1 – 

inputs are quoted prices in active markets for identical investments (e.g., equity securities, open-end investment companies, futures contracts, 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) (e.g., debt securities, government securities, swap contracts, foreign currency exchange contracts, foreign securities utilizing international fair value pricing, broker-quoted securities, fair valued securities)

 
Level 3 –

inputs are significant unobservable inputs (including the Portfolio’s own assumptions used to determine the fair value of investments) (e.g., broker-quoted securities, fair valued securities)

(continues)       NQ-DPT-031 [1/14] 3/14 (12237) 5



(Unaudited)

2. Investments (continued)

Level 3 investments are valued using significant unobservable inputs. The Portfolio 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 Portfolio’s investments by fair value hierarchy levels as of Jan. 31, 2014:

Level 1 Level 2 Total
Common Stock                  
       Australia $ $ 10,081,785 $ 10,081,785
       Belgium
       China 10,310,916 10,310,916
       France 63,907,012 63,907,012
       Germany 38,726,849 38,726,849
       Israel 15,224,007 15,224,007
       Italy 11,302,196 11,302,196
       Japan 71,018,415 71,018,415
       Netherlands 31,628,097 31,628,097
       Singapore   18,012,163 18,012,163
       Spain     34,428,497 34,428,497
       Switzerland   47,322,304   47,322,304
       Taiwan 3,795,697   3,795,697
       United Kingdom 103,696,536 103,696,536
Short-Term Investments 3,916,944 3,916,944
Total $ 19,019,704 $ 444,351,714 $ 463,371,418
Foreign Currency Exchange
       Contracts $ $ (5,635 ) $ (5,635 )

During the period ended Jan. 31, 2014, there were no transfers between Level 1 investments, Level 2 investments or Level 3 investments that had a significant impact to the Portfolio. This does not include transfers between Level 1 investments and Level 2 investments due to the Portfolio utilizing international fair value pricing during the year. In accordance with the Fair Valuation Procedures described in Note 1, international fair value pricing of securities in the Portfolio occurs when market volatility exceeds an established rolling threshold. If the threshold is exceeded on a given date, then prices of international securities (those that traded on exchanges that close at a different time than the time that the Portfolio’s Net Asset Value is determined) will be established using a separate pricing feed from a third party vendor designed to establish a price for each such security as of the time that the Portfolio’s Net Asset Value is determined. Further, international fair value pricing uses other observable market-based inputs in place of the closing exchange price due to the events occurring after the close of the exchange or market on which the investment is principally traded, causing a change in classification between levels. The Portfolio’s policy is to recognize transfers between levels at the beginning of the reporting period.

A reconciliation of Level 3 investments is presented when the Fund has a significant amount of Level 3 investments at the beginning, interim or end of the period in relation to net assets. At Jan. 31, 2014, there were no Level 3 investments.

3. Derivatives

U.S. GAAP requires disclosures that enable investors to understand: 1) how and why an entity uses derivatives; 2) how they are accounted for; and 3) how they affect an entity’s results of operations and financial position.

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(Unaudited)

Foreign Currency Exchange Contracts — The Portfolio may enter into foreign currency exchange contracts and foreign cross currency exchange contracts as a way of managing foreign exchange rate risk. The Portfolio may enter into these contracts to fix the U.S. dollar value of a security that it has agreed to buy or sell for the period between the date the trade was entered into and the date the security is delivered and paid for. The Portfolio may also use these contracts to hedge the U.S. dollar value of securities it already owns that are denominated in foreign currencies. The change in value is recorded as an unrealized gain or loss. When the contract is closed, a realized gain or loss is recorded equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.

The use of foreign currency exchange contracts and foreign cross currency exchange contracts does not eliminate fluctuations in the underlying prices of the securities, but does establish a rate of exchange that can be achieved in the future. Although foreign currency exchange contracts and foreign cross currency exchange contracts limit the risk of loss due to an unfavorable change in the value of the hedged currency, they also limit any potential gain that might result should the value of the currency change favorably. In addition, the Portfolio could be exposed to risks if the counterparties to the contracts are unable to meet the terms of their contracts. The Portfolio’s maximum risk of loss from counterparty credit risk is the value of its currency exchanged with the counterparty. The risk is generally mitigated by having a netting arrangement between the Portfolio and the counterparty and by the posting of collateral by the counterparty to the Portfolio to cover the Portfolio exposure to the counterparty.

4. Securities Lending

The Portfolio, along with other funds in the Delaware Investments ® Family of 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: (i) 102% with respect to U.S. securities and foreign securities that are denominated and payable in U.S. dollars; and (ii) 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.

Cash collateral received is generally invested in the Delaware Investments Collateral Fund No. 1 (Collective Trust) established by BNY Mellon for the purpose of investment on behalf of funds managed by Delaware Management Company (DMC), a series of Delaware Management Business Trust, that participate in BNY Mellon’s securities lending program. The Collective Trust may invest in U.S. government securities and high quality corporate debt, asset-backed and other money market securities and in repurchase agreements collateralized by such securities, provided that the Collective Trust will generally have a dollar-weighted average portfolio maturity of 60 days or less. The Portfolio can also accept U.S. 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 Portfolio, or at the discretion of the lending agent, replace the loaned securities. The Portfolio continues to record dividends or interest, as applicable, on the securities loaned and is subject to change in value of the securities loaned that may occur during the term of the loan. The Portfolio 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 Portfolio 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 Portfolio, the security lending agent and the borrower. The Portfolio records security lending income net of allocations to the security lending agent and the borrower.

(continues)       NQ-DPT-031 [1/14] 3/14 (12237) 7



(Unaudited)

4. Securities Lending (continued)

The Collective Trust used for the investment of cash collateral received from borrowers of securities seeks to maintain a net asset value per unit of $1.00, but there can be no assurance that it will always be able to do so. The Portfolio may incur investment losses as a result of investing securities lending collateral in the Collective Trust. This could occur if an investment in the Collective Trust defaulted or if it were necessary to liquidate assets in the Collective Trust to meet returns on outstanding security loans at a time when the Collective Trust’s net asset value per unit was less than $1.00. Under those circumstances, the Portfolio may not receive an amount from the Collective Trust that is equal in amount to the collateral the Fund would be required to return to the borrower of the securities and the Portfolio would be required to make up this shortfall.

At Jan. 31, 2014, the Portfolio had no securities out on loan.

5. Credit and Market Risk

Some countries in which the Portfolio may invest require governmental approval for the repatriation of investment income, capital or the proceeds of sales of securities by foreign investors. In addition, if there is deterioration in a country’s balance of payments or for other reasons, a country may impose temporary restrictions on foreign capital remittances abroad.

The securities exchanges of certain foreign markets are substantially smaller, less liquid, and more volatile than the major securities markets in the United States. Consequently, acquisition and disposition of securities by the Portfolio may be inhibited. In addition, a significant portion of the aggregate market value of equity securities listed on the major securities exchanges in emerging markets is held by a smaller number of investors. This may limit the number of shares available for acquisition or disposition by the Portfolio.

The Portfolio may invest up to 10% of its net assets in illiquid securities, which may include securities with contractual restrictions on resale, securities exempt from registration under Rule 144A of the Securities Act of 1933, as amended, and other securities which may not be readily marketable. The relative illiquidity of these securities may impair the Portfolio 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 Portfolio’s Board has delegated to DMC the day-to-day functions of determining whether individual securities are liquid for purposes of the Portfolio’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 Portfolio’s 10% limit on investments in illiquid securities. As of Jan. 31, 2014, there were no Rule 144A securities and no securities have been determined to be illiquid under the Portfolio’s Liquidity Procedures.

6. Subsequent Events

Management has determined that no material events or transactions occurred subsequent to Jan. 31, 2014 that would require recognition or disclosure in the Portfolio’s schedule of investments.

8 NQ-DPT-031 [1/14] 3/14 (12237)



Schedule of investments

Delaware Pooled ® Trust — The Labor Select International Equity Portfolio
January 31, 2014 (Unaudited)

Number of Value
             shares       (U.S. $)
Common Stock – 99.29% Δ
Australia  2.20%  
AMP 1,510,768 $ 5,640,114
QBE Insurance Group 516,556 5,190,111
  10,830,225
Belgium  0.00%  
Ageas VVPR Strip « =† 15,275 0
0
France  15.46%
Carrefour 66,918 2,299,719
Cie de Saint-Gobain 207,966 10,907,484
GDF Suez 529,138 11,681,219
GDF Suez VVPR Strip =† 101,871 0
Orange 987,430 12,224,991
Sanofi 147,670 14,437,971
Societe Generale 84,726 4,787,540
Total 143,572 8,191,936
Vallourec 76,023 3,795,924
Vinci 117,299 7,670,951
    75,997,735
Germany  7.60%
Daimler 71,140 5,942,693
GEA Group 109,166 5,107,072
RWE 166,569 6,146,823
SAP 105,019 8,035,863
Telefonica Deutschland
       Holding 1,521,595 12,123,645
37,356,096
Israel  3.27%
Teva Pharmaceutical
       Industries ADR 360,400 16,084,652
16,084,652
Japan  16.15%
Astellas Pharma 104,000 6,426,689
Canon 473,600 13,833,587
Hoya 250,900 6,932,977
Kao 365,200 11,576,954
Kirin Holdings 85,000 1,155,919
NTT DOCOMO 153,500 2,457,537
Seven & I Holdings 286,200 11,281,162
Takeda Pharmaceutical 234,800 10,912,744
Tokio Marine Holdings 309,900 9,048,080
Tokyo Electron 110,600 5,765,957
79,391,606
Netherlands – 7.68%
Koninklijke Ahold 771,027 12,835,394
Reed Elsevier 448,786 9,256,609
Royal Dutch Shell Class A 452,445 15,627,977
37,719,980
Singapore – 4.74%
SembCorp Industries 1,361,000 5,588,857
Singapore Telecommuni-
       cations
3,646,000 10,061,012
United Overseas Bank 488,705 7,643,579
23,293,448
Spain  7.57%
Banco Santander 780,800 6,718,118
Iberdrola 2,663,694 16,403,917
Telefonica 915,536 14,102,086
37,224,121
Switzerland  10.41%
ABB † 488,953 12,162,564
Nestle 136,184 9,869,984
Novartis 193,498 15,295,090
Zurich Insurance Group † 47,724 13,837,899
51,165,537
United Kingdom  24.21%
AMEC 393,984 6,660,575
BG Group 577,195 9,702,346
BP 1,861,098 14,586,873
Compass Group 615,909 9,205,821
G4S 1,747,896 6,842,216
GlaxoSmithKline 546,006 14,035,922
National Grid 1,108,899 14,355,563
Sainsbury (J.) 2,223,122 12,591,486
Tesco 454,119 2,386,597
Unilever 387,580 14,876,683
Vodafone Group 3,713,877 13,763,852
119,007,934
Total Common Stock
(cost $441,219,387) 488,071,334

(continues)      NQ-DPT-094 [1/14] 3/14 (12243) 1



Schedule of investments

Delaware Pooled ® Trust — The Labor Select International Equity Portfolio

Principal Value
             amount°       (U.S. $)
Short-Term Investments – 1.46%
Repurchase Agreements  1.46%
Bank of America Merrill  
       Lynch
       0.01%, dated 1/31/14,
       to be repurchased on
       2/3/14, repurchase price
       $1,809,878
         (collateralized by U.S.
       government obligations  
       0.00%-1.25%        
       5/8/14-11/30/23;
       market value
       $1,846,074) 1,809,876 $ 1,809,876
Bank of Montreal
       0.02%, dated 1/31/14,
       to be repurchased on
       2/3/14, repurchase price
       $301,647 (collateralized
       by U.S. government
         obligations
       0.25%-2.75% 4/30/14-
       11/15/23; market value
       $307,679) 301,646 301,646
BNP Paribas
       0.02%, dated 1/31/14,
       to be repurchased on
       2/3/14, repurchase price
       $5,071,486
       (collateralized by U.S.
       government obligations
       0.25%-2.375%
       3/31/14-12/31/20;
       market value
       $5,172,908) 5,071,478 5,071,478
 
Total Short-Term Investments (cost
$7,183,000) 7,183,000
Total Value of
Securities – 100.75%
       (cost $448,402,387) 495,254,334
Liabilities Net of Receivables and Other
Assets – (0.75%) (3,675,604 )
Net Assets – 100.00% $ 491,578,730
____________________
 
« Dividend coupon which when presented with the corresponding coupon of the share benefits from a reduced withholding tax of 15% (rather than 25%) on dividends paid.
= Security is being fair valued in accordance with the Portfolio’s fair valuation policy.At Jan. 31, 2014, the aggregate value of fair valued securities was $0,which represents 0.00% of the Portfolio’s net assets. See Note 1 in “Notes.”
° Principal amount shown is stated in U.S. dollars unless noted that the security is denominated in another currency.
Non income producing security.
Δ Securities have been classified by country of origin.

The following foreign currency exchange contracts were outstanding at Jan. 31, 2014: 1

Foreign Currency Exchange Contracts

Unrealized
Contracts to Appreciation
Counterparty Receive (Deliver)       In Exchange For       Settlement Date       (Depreciation)
BNYM AUD      (11,433,000 ) USD 9,953,112      4/30/14      $ 5,322
BNYM CHF 1,446,134 USD      (1,606,459 ) 2/3/14 (11,305 )
BNYM CHF 715,218   USD (790,821 )   2/4/14   (1,895 )
BNYM GBP (1,053,045 ) USD 1,733,102   2/4/14 1,891
BNYM JPY 24,196,628 USD (236,923 ) 2/3/14     (105 )
BNYM SGD 126,868 USD (99,442 ) 2/4/14 (51 )
$            (6,143 )

The use of foreign currency exchange contracts involves elements of market risk and risks in excess of the amount disclosed in the financial statements. The foreign currency exchange contracts presented above represent the Portfolio’s total exposure in such contracts, whereas only the net unrealized appreciation (depreciation) is reflected in the Portfolio’s net assets.

1 See Note 3 in “Notes.”

Summary of abbreviations:
ADR  American Depositary Receipt
AUD Australian Dollar
BNYM  BNY Mellon
CHF  Swiss Franc
GBP British Pound Sterling
JPY Japanese Yen
SGD Singapore Dollar
USD United States Dollar
VVPR Strip Dividend Coupon

2 NQ-DPT-094 [1/14] 3/14 (12243)



Notes

Delaware Pooled ® Trust — The Labor Select International Equity Portfolio
January 31, 2014 (Unaudited)

1. Significant Accounting Policies

The following accounting policies are in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and are consistently followed by Delaware Pooled ® Trust – The Labor Select International Equity Portfolio (Portfolio). This report covers the period of time since the Portfolio’s last fiscal year end.

Security Valuation — Equity securities, except those traded on the Nasdaq Stock Market, Inc. (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. Securities 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 does not trade, then the mean between the bid and ask prices will be used, which approximates fair value. Securities listed on a foreign exchange are normally valued at the last quoted sales price on the valuation date. U.S. government and agency securities are valued at the mean between the bid and ask prices, which approximates fair value. Foreign currency exchange contracts and foreign cross currency exchange contracts are valued at the mean between the bid and ask prices, which approximates fair value. Interpolated values are derived when the settlement date of the contract is an interim date for which quotations are not available. Generally, other securities and assets for which market quotations are not readily available are valued at fair value as determined in good faith under the direction of the Portfolio’s Board of Trustees (Board). 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. The Portfolio may use fair value pricing more frequently for securities traded primarily in non-U.S. markets because, among other things, most foreign markets close well before the Portfolio values its securities, generally as of 4:00 p.m. Eastern time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, government actions or pronouncements, aftermarket trading, or news events may have occurred in the interim. To account for this, the Portfolio may frequently value foreign securities using fair value prices based on third-party vendor modeling tools (international fair value pricing).

Federal & Foreign Income Taxes — No provision for federal income taxes has been made as the Portfolio 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 Portfolio evaluates tax positions taken or expected to be taken in the course of preparing the Portfolio’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 or expense in the current year. Management has analyzed the Portfolio’s tax positions taken for all open federal income tax years (Oct. 31, 2010–Oct. 31, 2013), and has concluded that no provision for federal income tax is required in the Portfolio’s financial statements. In regard to foreign taxes only, the Portfolio has open tax years in certain foreign countries it invests in that may date back to the inception date of the Portfolio.

Repurchase Agreements — The Portfolio may purchase certain U.S. government securities subject to the counterparty’s agreement to repurchase them at an agreed upon date and price. The counterparty will be required on a daily basis to maintain the value of the collateral subject to the agreement at not less than the repurchase price (including accrued interest). The agreements are conditioned upon the collateral being deposited under the Federal Reserve book-entry system with the Portfolio’s custodian or a third-party sub-custodian. In the event of default or bankruptcy by the other party to the agreement, retention of the collateral may be subject to legal proceedings. All open repurchase agreements as of the date of this report were entered into on Jan. 31, 2014.

Foreign Currency Transactions — Transactions denominated in foreign currencies are recorded at the prevailing exchange rates on the valuation date in accordance with the Portfolio’s prospectus. The value of all assets and liabilities denominated in foreign currencies is translated daily into U.S. dollars at the exchange rate of such currencies against the U.S. 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 Portfolio 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. The changes are included with the net realized and unrealized gain or loss on investments. The Portfolio 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 U.S. 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.

(continues)      N Q-DPT-094 [1/14] 3/14 (12243) 3



(Unaudited)

1. Significant Accounting Policies (continued)

Other — Expenses directly attributable to the Portfolio are charged directly to the Portfolio. Other expenses common to various funds within the Delaware Investments ® Family of Funds are generally allocated among such funds on the basis of average net assets. Management fees and some 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 the accrual basis. Foreign dividends are also recorded on the ex-dividend date or as soon after the ex-dividend date that the Portfolio 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 Portfolio’s understanding of the applicable country’s tax rules and rates. The Portfolio declares and pays distributions from net investment income and net realized gain on investments, if any, annually. Dividends and distributions, if any, are recorded on the ex-dividend date. The Portfolio may distribute more frequently, if necessary for tax purposes.

2. Investments

At Jan. 31, 2014, the cost of investments for federal income tax purposes has been estimated since final tax characteristics cannot be determined until fiscal year end. At Jan. 31, 2014, the cost of investments and unrealized appreciation (depreciation) for the Portfolio were as follows:

Cost of Investments       $ 451,296,709
Aggregate unrealized appreciation   $ 88,860,263  
Aggregate unrealized depreciation (44,902,638 )
Net unrealized appreciation $ 43,957,625

For federal income tax purposes, at Oct. 31, 2013, capital loss carryforwards of $90,062,151 may be carried forward and applied against future capital gains. Such capital loss carryforwards will expire as follows: $71,586,349 expires in 2017 and $18,475,802 expires in 2018.

On Dec. 22, 2010, the Regulated Investment Company Modernization Act of 2010 (Act) was enacted, which changed various technical rules governing the tax treatment of regulated investment companies. The changes were generally effective for taxable years beginning after the date of enactment. Under the Act, the Portfolio is permitted to carry forward capital losses incurred in taxable years beginning after the date of enactment for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered all short-term as permitted under previous regulation. At Oct. 31, 2013, long-term losses of $7,908,885 carried forward under the Act.

U.S. GAAP defines fair value as the price that the Portfolio 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 developed based on the best information available under the circumstances. The Portfolio’s 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 below.

Level 1 –  inputs are quoted prices in active markets for identical investments (e.g., equity securities, open-end investment companies, futures contracts, 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) (e.g., debt securities, government securities, swap contracts, foreign currency exchange contracts, foreign securities utilizing international fair value pricing, broker-quoted securities, fair valued securities)
   
Level 3 – inputs are significant unobservable inputs (including the Portfolio’s own assumptions used to determine the fair value of investments) (e.g., broker-quoted securities, fair valued securities)

4 NQ-DPT-094 [1/14] 3/14 (12243)



(Unaudited)

Level 3 investments are valued using significant unobservable inputs. The Portfolio 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 Portfolio’s investments by fair value hierarchy levels as of Jan. 31, 2014:

      Level 1       Level 2       Total
Common Stock
       Australia $ $ 10,830,225 $ 10,830,225
       Belgium
       France 75,997,735 75,997,735
       Germany 37,356,096 37,356,096
       Israel 16,084,652 16,084,652
       Japan 79,391,606 79,391,606
       Netherlands   37,719,980     37,719,980
       Singapore   23,293,448 23,293,448
       Spain   37,224,121   37,224,121
       Switzerland 51,165,537 51,165,537
       United Kingdom 119,007,934 119,007,934
Short-Term Investments 7,183,000 7,183,000
Total $ 16,084,652 $ 479,169,682 $ 495,254,334
Foreign Currency Exchange
       Contracts $ $ (6,143 ) $ (6,143 )

The securities that have been deemed worthless on the schedule of investments are considered to be Level 3 securities in this table.

During the period ended Jan. 31, 2014, there were no transfers between Level 1 investments, Level 2 investments or Level 3 investments that had a significant impact to the Portfolio.This does not include transfers between Level 1 investments and Level 2 investments due to the Portfolio utilizing international fair value pricing during the year. In accordance with the Fair Valuation Procedures described in Note 1, International Fair Value pricing of securities in the Portfolio occurs when market volatility exceeds an established rolling threshold. If the threshold is exceeded on a given date, then prices of international securities (those that traded on exchanges that close at a different time than the time that the Portfolio’s Net Asset Value is determined) will be established using a separate pricing feed from a third party vendor designed to establish a price for each such security as of the time that the Portfolio’s Net Asset Value is determined. Further, International Fair Value pricing uses other observable market-based inputs in place of the closing exchange price due to the events occurring after the close of the exchange or market on which the investment is principally traded, causing a change in classification between levels. The Portfolio’s policy is to recognize transfers between levels at the beginning of the reporting period.

A reconciliation of Level 3 investments is presented when the Portfolio has a significant amount of Level 3 investments at the beginning, interim or end of the period in relation to net assets. Management has determined not to provide additional disclosure on Level 3 inputs under ASU No. 2011-04 since the Level 3 investments are not considered significant to the Portfolio’s net assets at the end of the period.

(continues)      N Q-DPT-094 [1/14] 3/14 (12243) 5



(Unaudited)

3. Derivatives

U.S. GAAP requires disclosures that enable investors to understand: 1) how and why an entity uses derivatives; 2) how they are accounted for; and 3) how they affect an entity’s results of operations and financial position.

Foreign Currency Exchange Contracts — The Portfolio may enter into foreign currency exchange contracts and foreign cross currency exchange contracts as a way of managing foreign exchange rate risk. The Portfolio may enter into these contracts to fix the U.S. dollar value of a security that it has agreed to buy or sell for the period between the date the trade was entered into and the date the security is delivered and paid for. The Portfolio may also use these contracts to hedge the U.S. dollar value of securities it already owns that are denominated in foreign currencies. The change in value is recorded as an unrealized gain or loss. When the contract is closed, a realized gain or loss is recorded equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.

The use of foreign currency exchange contracts and foreign cross currency exchange contracts does not eliminate fluctuations in the underlying prices of the securities, but does establish a rate of exchange that can be achieved in the future. Although foreign currency exchange contracts and foreign cross currency exchange contracts limit the risk of loss due to an unfavorable change in the value of the hedged currency, they also limit any potential gain that might result should the value of the currency change favorably. In addition, the Portfolio could be exposed to risks if the counterparties to the contracts are unable to meet the terms of their contracts. The Portfolio’s maximum risk of loss from counterparty credit risk is the value of its currency exchanged with the counterparty. The risk is generally mitigated by having a netting arrangement between the Portfolio and the counterparty and by the posting of collateral by the counterparty to the Portfolio to cover the Portfolio’s exposure to the counterparty.

4. Securities Lending

The Portfolio, along with other funds in the Delaware Investments ® Family of 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: (i) 102% with respect to U.S. securities and foreign securities that are denominated and payable in U.S. dollars; and (ii) 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.

Cash collateral received is generally invested in the Delaware Investments Collateral Fund No. 1 (Collective Trust) established by BNY Mellon for the purpose of investment on behalf of funds managed by Delaware Management Company (DMC), a series of Delaware Management Business Trust, that participate in BNY Mellon’s securities lending program. The Collective Trust may invest in U.S. government securities and high-quality corporate debt, asset-backed and other money market securities and in repurchase agreements collateralized by such securities, provided that the Collective Trust will generally have a dollar-weighted average portfolio maturity of 60 days or less. The Portfolio can also accept U.S. 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 Portfolio or, at the discretion of the lending agent, replace the loaned securities. The Portfolio continues to record dividends or interest, as applicable, on the securities loaned and is subject to change in value of the securities loaned that may occur during the term of the loan. The Portfolio 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 Portfolio 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 Portfolio, the security lending agent and the borrower. The Portfolio records security lending income net of allocations to the security lending agent and the borrower.

6 NQ-DPT-094 [1/14] 3/14 (12243)



(Unaudited)

The Collective Trust used for the investment of cash collateral received from borrowers of securities seeks to maintain a net asset value per unit of $1.00, but there can be no assurance that it will always be able to do so. The Portfolio may incur investment losses as a result of investing securities lending collateral in the Collective Trust or another collateral investment pool. This could occur if an investment in a collateral investment pool defaulted or if it were necessary to liquidate assets in the collateral investment pool to meet returns on outstanding security loans at a time when the collateral investment pool’s net asset value per unit was less than $1.00. Under those circumstances, the Portfolio may not receive an amount from the collateral investment pool that is equal in amount to the collateral the Portfolio would be required to return to the borrower of the securities and the Portfolio would be required to make up this shortfall.

At Jan. 31, 2014, the Portfolio had no securities out on loan.

5. Credit and Market Risk

Some countries in which the Portfolio may invest require governmental approval for the repatriation of investment income, capital or the proceeds of sales of securities by foreign investors. In addition, if there is deterioration in a country’s balance of payments or for other reasons, a country may impose temporary restrictions on foreign capital remittances abroad.

The securities exchanges of certain foreign markets are substantially smaller, less liquid and more volatile than the major securities markets in the United States. Consequently, acquisition and disposition of securities by the Portfolio may be inhibited. In addition, a significant portion of the aggregate market value of equity securities listed on the major securities exchanges in emerging markets is held by a smaller number of investors. This may limit the number of shares available for acquisition or disposition by the Portfolio.

The Portfolio may invest up to 15% of its net assets in illiquid securities, which may include securities with contractual restrictions on resale, securities exempt from registration under Rule 144A of the Securities Act of 1933, as amended, and other securities which may not be readily marketable. The relative illiquidity of these securities may impair the Portfolio 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 Portfolio’s Board has delegated to DMC the day-to-day functions of determining whether individual securities are liquid for purposes of the Portfolio’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 Portfolio’s 15% limit on investments in illiquid securities. As of Jan. 31, 2014, there were no Rule 144A securities and no securities have been determined to be illiquid under the Portfolio’s Liquidity Procedures.

6. Subsequent Events

Management has determined that no material events or transactions occurred subsequent to Jan. 31, 2014 that would require recognition or disclosure in the Portfolio’s schedule of investments.

(continues)      N Q-DPT-094 [1/14] 3/14 (12243) 7



Schedule of investments

Delaware Pooled ® Trust — The Large-Cap Growth Equity Portfolio
January 31, 2014 (Unaudited)

Number of       Value
Shares (U.S. $)
Common Stock – 98.09% ²
Consumer Discretionary – 18.35%
       eBay † 143,825 $ 7,651,490
L Brands 145,375 7,611,835
Liberty Interactive Class A † 401,625 10,727,404
NIKE Class B 77,850 5,671,372
priceline.com † 9,415   10,779,139
Sally Beauty Holdings † 142,575 4,046,278
46,487,518
Consumer Staples – 4.24%
Walgreen 187,250 10,738,788
10,738,788
Energy – 8.58%
  EOG Resources 73,925 12,215,367
Kinder Morgan 279,746 9,514,161
21,729,528
Financial Services – 19.38%
CME Group 72,775 5,440,659
IntercontinentalExchange
       Group 38,550 8,048,855
MasterCard Class A 187,900   14,220,272
Progressive 266,075 6,183,583
Visa Class A 70,575 15,203,974
49,097,343
Healthcare – 13.46%
Allergan 86,175 9,875,655
Celgene † 78,150 11,873,330
Novo Nordisk ADR 172,500 6,843,075
Perrigo 35,325 5,498,690
34,090,750
Materials & Processing – 1.74%
Syngenta ADR 62,150 4,402,084
4,402,084
Technology – 32.34%
Adobe Systems † 171,300 10,139,247
Apple 9,460 4,735,676
Crown Castle
       International † 164,275 11,656,954
Google Class A † 11,065 13,067,433
Intuit 106,675 7,813,944
Microsoft 262,450 9,933,732
QUALCOMM 162,550 12,064,461
Teradata † 101,100 4,157,232
VeriFone Systems † 80,050 2,322,250
VeriSign † 102,950 6,048,312
81,939,241
Total Common Stock (cost $180,395,847) 248,485,252
 
Warrant – 0.08%
Kinder Morgan CW17
       exercise price $40.00,
       expiration date
       5/25/17 † 73,532 216,919
Total Warrant (cost $147,730) 216,919
 
Principal
amount°
Short-Term Investments – 1.65%
Repurchase Agreements – 1.39%
Bank of America Merrill
       Lynch
       0.01%, dated 1/31/14,
       to be repurchased on
       2/3/14, repurchase price
       $890,451 (collateralized
       by U.S. government
       obligations
       0.00%-1.25%
       5/8/14-11/15/23;
       market value $908,259) 890,450 890,450
Bank of Montreal
       0.02%, dated 1/31/14,
       to be repurchased on
       2/3/14, repurchase price
       $148,409 (collateralized
       by U.S. government
       obligations
       0.25%-2.75% 4/30/14-
       11/15/23; market value
       $151,377) 148,408 148,408

(continues)       NQ-DPT-192 [1/14] 3/14 (12240) 1



Schedule of investments

Delaware Pooled ® Trust — The Large-Cap Growth Equity Portfolio

Principal       Value
      amount° (U.S. $)
Short-Term Investments (continued)
Repurchase Agreements (continued)
       BNP Paribas
              0.02%, dated 1/31/14,
              to be repurchased on  
              2/3/14, repurchase price  
              $2,495,146
              (collateralized by U.S.
              government obligations
              0.25%-2.375%
              3/31/14-12/31/20;
              market value
              $2,545,045)   2,495,142 $ 2,495,142
  3,534,000
U.S. Treasury Obligations – 0.26%≠
       U.S. Treasury Bills
              0.051% 4/24/14 419,125 419,100
              0.093% 11/13/14 230,712 230,583
  649,683
 
Total Short-Term Investments (cost
       $4,183,619) 4,183,683
 
Total Value of
       Securities – 99.82%
              (cost $184,727,196)   252,885,854
 
Receivables and Other Assets Net of
       Liabilities – 0.18% 445,341
Net Assets – 100.00% $ 253,331,195
____________________
 
²

Narrow industries are utilized for compliance purposes for diversification whereas broad sectors are used for financial reporting.

The rate shown is the effective yield at the time of purchase.

°

Principal amount shown is stated in U.S. dollars unless noted that the security is denominated in another currency.

Non income producing security.

ADR – American Depositary Receipt

2 NQ-DPT-192 [1/14] 3/14 (12240)



Notes

Delaware Pooled ® Trust — The Large-Cap Growth Equity Portfolio
January 31, 2014 (Unaudited)

1. Significant Accounting Policies

The following accounting policies are in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and are consistently followed by Delaware Pooled ® Trust – The Large-Cap Growth Equity Portfolio (Portfolio). This report covers the period of time since the Portfolio’s last fiscal year end.

Security Valuation — Equity securities, except those traded on the Nasdaq Stock Market, Inc. (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. Securities 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 does not trade, then the mean between the bid and ask prices will be used, which approximates fair value. U.S. government and agency securities are valued at the mean between the bid and ask prices, which approximates fair value. Investment company securities are valued at net asset value per share, as reported by the underlying investment company. Generally, other securities and assets for which market quotations are not readily available are valued at fair value as determined in good faith under the direction of the Portfolio’s Board of Trustees (Board). 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. The Portfolio may use fair value pricing more frequently for securities traded primarily in non-U.S. markets because, among other things, most foreign markets close well before the Portfolio values its securities, generally as of 4:00 p.m. Eastern time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, government actions or pronouncements, aftermarket trading, or news events may have occurred in the interim. To account for this, the Portfolio may frequently value foreign securities using fair value prices based on third-party vendor modeling tools (international fair value pricing).

Federal & Foreign Income Taxes — No provision for federal income taxes has been made as the Portfolio 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 Portfolio evaluates tax positions taken or expected to be taken in the course of preparing the Portfolio’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 or expense in the current year. Management has analyzed the Portfolio’s tax positions taken for all open federal income tax years (Oct. 31, 2010–Oct. 31, 2013), and has concluded that no provision for federal income tax is required in the Portfolio’s financial statements. In regard to foreign taxes only, the Portfolio has open tax years in certain foreign countries it invests in that may date back to the inception date of the Portfolio.

Repurchase Agreements — The Portfolio may purchase certain U.S. government securities subject to the counterparty’s agreement to repurchase them at an agreed upon date and price. The counterparty will be required on a daily basis to maintain the value of the collateral subject to the agreement at not less than the repurchase price (including accrued interest). The agreements are conditioned upon the collateral being deposited under the Federal Reserve book-entry system with the Portfolio’s custodian or a third party sub-custodian. In the event of default or bankruptcy by the other party to the agreement, retention of the collateral may be subject to legal proceedings. All open repurchase agreements as of the date of this report were entered into on Jan. 31, 2014.

Use of Estimates — The preparation of financial statements in conformity with U.S. 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 Portfolio are charged directly to the Portfolio. Other expenses common to various funds within the Delaware Investments ® Family of Funds are generally allocated among such funds on the basis of average net assets. Management fees and some 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 the accrual basis. Foreign dividends are also recorded on the ex-dividend date or as soon after the ex-dividend date that the Portfolio 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 Portfolio’s understanding of the applicable country’s tax rules and rates. The Portfolio declares and pays distributions from net investment income and net realized gain on investments, if any, annually. Dividends and distributions, if any, are recorded on ex-dividend date. The Portfolio may distribute more frequently, if necessary for tax purposes.

(continues)       NQ-DPT-192 [1/14] 3/14 (12240) 3



(Unaudited)

2. Investments

At Jan. 31, 2014, the cost of investments for federal income tax purposes has been estimated since the final tax characteristics cannot be determined until fiscal year end. At Jan. 31, 2014, the cost of investments and unrealized appreciation (depreciation) for the Portfolio were as follows:

Cost of Investments $ 185,883,767
Aggregate unrealized appreciation $ 70,944,784
Aggregate unrealized depreciation   (3,942,697 )
Net unrealized appreciation $ 67,002,087

For federal income tax purposes, at Oct. 31, 2013, capital loss carryforwards of $129,337 may be carried forward and applied against future capital gains. Capital loss carryforwards, if not utilized in future years, will expire as follows: $129,337 expires in 2018.

On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (Act) was enacted, which changed various technical rules governing the tax treatment of regulated investment companies. The changes were generally effective for taxable years beginning after the date of enactment. Under the Act, the Fund is permitted to carry forward capital losses incurred in taxable years beginning after the date of enactment for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered all short-term as permitted under previous regulation.

U.S. GAAP defines fair value as the price that the portfolio 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 developed based on the best information available under the circumstances. The Portfolio’s 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 below.

Level 1 – 

inputs are quoted prices in active markets for identical investments (e.g., equity securities, open-end investment companies, futures contracts, 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) (e.g., debt securities, government securities, swap contracts, foreign currency exchange contracts, foreign securities utilizing international fair value pricing, broker-quoted securities, fair value securities)

 
Level 3 –

inputs are significant unobservable inputs (including the Portfolio’s own assumptions used to determine the fair value of investments) (e.g., broker-quoted securities, fair valued securities)

Level 3 investments are valued using significant unobservable inputs. The Portfolio 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.

4 NQ-DPT-192 [1/14] 3/14 (12240)



(Unaudited)

The following table summarizes the valuation of the Portfolio’s investments by fair value hierarchy levels as of Jan. 31, 2014:

Level 1       Level 2       Total
Common Stock $ 248,485,252   $   $ 248,485,252
Warrant 216,919 216,919
Short-Term Investments   4,183,683 4,183,683
Total $ 248,702,171 $ 4,183,683 $ 252,885,854

During the period ended Jan. 31, 2014, there were no transfers between Level 1 investments, Level 2 investments or Level 3 investments that had a significant impact to the Portfolio. The Portfolio’s policy is to recognize transfers between levels at the beginning of the reporting period.

3. Securities Lending

The Portfolio, along with other funds in the Delaware Investments ® Family of 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: (i) 102% with respect to U.S. securities and foreign securities that are denominated and payable in U.S. dollars; and (ii) 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 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.

Cash collateral received is generally invested in the Delaware Investments Collateral Fund No. 1 (Collective Trust) established by BNY Mellon for the purpose of investment on behalf of funds managed by Delaware Management Company (DMC), a Series of Delaware Management Business Trust, that participate in BNY Mellon’s securities lending program. The Collective Trust may invest in U.S. government securities and high quality corporate debt, asset-backed and other money market securities and in repurchase agreements collateralized by such securities, provided that the Collective Trust will generally have a dollar-weighted average portfolio maturity of 60 days or less. The Portfolio can also accept U.S. 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 Portfolio, or at the discretion of the lending agent, replace the loaned securities. The Portfolio 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 Portfolio 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 Portfolio 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 Portfolio, the security lending agent and the borrower. The Portfolio records security lending income net of allocations to the security lending agent and the borrower.

(continues)       NQ-DPT-192 [1/14] 3/14 (12240) 5



(Unaudited)

3. Securities Lending (continued)

The Collective Trust used for the investment of cash collateral received from borrowers of securities seeks to maintain a net asset value per unit of $1.00, but there can be no assurance that it will always be able to do so. The Fund may incur investment losses as a result of investing securities lending collateral in the Collective Trust. This could occur if an investment in the Collective Trust defaulted or if it were necessary to liquidate assets in the Collective Trust to meet returns on outstanding security loans at a time when the Collective Trust’s net asset value per unit was less than $1.00. Under those circumstances, the Fund may not receive an amount from the Collective Trust that is equal in amount to the collateral the Fund would be required to return to the borrower of the securities and the Fund would be required to make up for this shortfall.

At Jan. 31, 2014, the Portfolio had no securities out on loan.

4. Credit and Market Risk

Because the Portfolio expects to hold a concentrated portfolio of a limited number of securities, the Portfolio’s risk is increased because each investment has a greater effect on the Portfolio’s overall performance.

The Portfolio may invest up to 15% of its net assets in illiquid securities, which may include securities with contractual restrictions on resale, securities exempt from registration under Rule 144A of the Securities Act of 1933, as amended, and other securities which may not be readily marketable. The relative illiquidity of these securities may impair the Portfolio 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 Portfolio’s Board has delegated to DMC the day-to-day functions of determining whether individual securities are liquid for purposes of the Portfolio’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 Portfolio’s 15% limit on investments in illiquid securities. As of Jan. 31, 2014, there were no Rule 144A securities and no securities held by the Portfolio have been determined to be illiquid under the Portfolio’s Liquidity Procedures.

5. Subsequent Events

Delaware Investments has signed an agreement with its Focus Growth Equity Team, the Portfolio’s current portfolio management team, to establish a new joint venture called Jackson Square Partners. Delaware Managment Company has obtained Board approval to appoint Jackson Square Partners as the sub-advisor to the Portfolio and to authorize a proxy solicitation to obtain the requisite prior shareholder approval. If the new sub-advisory arrangements are not approved by shareholders, Delaware Management Company will pursue an alternative recommendation and the Portfolio’s Board of Trustees will determine an appropriate course of action.

Management has determined that no other material events or transactions occurred subsequent to Jan. 31, 2014 that would require recognition or disclosure in the Portfolio’s schedule of investments.

6 NQ-DPT-192 [1/14] 3/14 (12240)



Schedule of investments

Delaware Pooled ® Trust — The Large-Cap Value Equity Portfolio
January 31, 2014 (Unaudited)

      Number of       Value
Shares (U.S. $)
Common Stock – 98.76%
Consumer Discretionary – 5.81%
       Johnson Controls 62,700 $ 2,891,724
       Lowe’s 61,700 2,856,093
5,747,817
Consumer Staples – 11.87%
       Archer-Daniels-Midland 75,200 2,968,896
       CVS Caremark 43,800 2,966,136
       Kraft Foods Group 56,033 2,933,328
       Mondelez International
              Class A 88,100 2,885,275
11,753,635
Energy – 14.83%
       Chevron 25,400 2,835,402
       ConocoPhillips 45,000 2,922,750
       Halliburton 61,100 2,994,511
       Marathon Oil 89,900 2,947,821
       Occidental Petroleum 34,000 2,977,380
    14,677,864
Financials – 11.76%
       Allstate 58,400 2,990,080
       Bank of New York Mellon 92,400 2,953,104
       Marsh & McLennan 64,800 2,962,008
       Travelers 33,600 2,731,008
  11,636,200
Healthcare – 18.04%
       Baxter International 43,600 2,977,880
       Cardinal Health 43,900 2,986,078
       Johnson & Johnson 32,900 2,910,663
       Merck 57,700 3,056,369
       Pfizer 99,811 3,034,254
       Quest Diagnostics 55,100 2,892,750
  17,857,994
Industrials – 9.12%
       Northrop Grumman 25,500 2,946,525
       Raytheon 32,600 3,099,282
       Waste Management 71,300 2,978,914
  9,024,721
Information Technology – 15.25%
       Broadcom Class A 108,400 3,225,984
       Cisco Systems 134,900 2,955,659
       Intel 120,300 2,952,162
       Motorola Solutions 46,000 2,934,800
       Xerox 279,100 3,028,235
  15,096,840
Materials – 3.03%
       duPont (E.I.) deNemours 49,200 3,001,692
3,001,692
Telecommunications – 5.99%
       AT&T 88,400 2,945,488
       Verizon Communications 62,100 2,982,042
  5,927,530
Utilities – 3.06%
       Edison International 62,800 3,024,448
  3,024,448
Total Common Stock (cost $88,059,982) 97,748,741
 
Principal
amount°
Short-Term Investments – 1.11%
Repurchase Agreements – 0.84%
       Bank of America Merrill
              Lynch
              0.01%, dated 1/31/14,
              to be repurchased on
              2/3/14, repurchase price
              $208,880 (collateralized
              by U.S. government
              obligations
              0.00%-1.25%
              5/8/14-11/30/18;
              market value $213,058) 208,880 208,880
       Bank of Montreal
              0.02%, dated 1/31/14,
              to be repurchased on
              2/3/14, repurchase price
              $34,813 (collateralized
              by U.S. government
              obligations
              0.25%-2.75% 4/30/14-
              11/15/23; market value
              $35,510) 34,813 34,813

(continues)         NQ-DPT-029 [1/14] 3/14 (12242) 1



Schedule of investments

Delaware Pooled ® Trust — The Large-Cap Value Equity Portfolio

Principal Value
      amount°       (U.S. $)
Short-Term Investments (continued)
Repurchase Agreements (continued)
       BNP Paribas
              0.02%, dated 1/31/14,
              to be repurchased on
              2/3/14, repurchase price
              $585,308 (collateralized
              by U.S. government
              obligations
              0.25%-2.375%
              3/31/14-12/31/20;
              market value $597,012) 585,307 $ 585,307
  829,000
U.S. Treasury Obligations – 0.27%≠
       U.S. Treasury Bills
              0.056% 4/24/14 198,135 198,123
              0.093% 11/13/14 72,681 72,640
  270,763
 
Total Short-Term Investments (cost
       $1,099,737) 1,099,763
Total Value of
        Securities – 99.87%
              (cost $89,159,719) 98,848,504
Receivables and Other Assets Net of
        Liabilities – 0.13% 126,579
Net Assets – 100.00% $ 98,975,083
____________________
 
The rate shown is the effective yield at the time of purchase.
° Principal amount shown is stated in U.S. dollars unless noted that the security is denominated in another currency.

2 NQ-DPT-029 [1/14] 3/14 (12242)



Notes

Delaware Pooled ® Trust — The Large-Cap Value Equity Portfolio
January 31, 2014 (Unaudited)

1. Significant Accounting Policies

The following accounting policies are in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and are consistently followed by the Delaware Pooled ® Trust – The Large-Cap Value Equity Portfolio (Portfolio). This report covers the period of time since the Portfolio’s last fiscal year end.

Security Valuation — Equity securities, except those traded on the Nasdaq Stock Market, Inc. (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. Securities 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 does not trade, then the mean between the bid and ask prices will be used, which approximates fair value. U.S. government and agency securities are valued at the mean between the bid and ask prices, which approximates fair value. Generally, other securities and assets for which market quotations are not readily available are valued at fair value as determined in good faith under the direction of the Portfolio’s Board of Trustees (Board). 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. The Portfolio may use fair value pricing more frequently for securities traded primarily in non-U.S. markets because, among other things, most foreign markets close well before the Portfolio values its securities, generally as of 4:00 p.m. Eastern time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, government actions or pronouncements, aftermarket trading, or news events may have occurred in the interim. To account for this, the Portfolio may frequently value foreign securities using fair value prices based on third-party vendor modeling tools (international fair value pricing).

Federal Income Taxes — No provision for federal income taxes has been made as the Portfolio 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 Portfolio evaluates tax positions taken or expected to be taken in the course of preparing the Portfolio’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 or expense in the current year. Management has analyzed the Portfolio’s tax positions taken for all open federal income tax years (Oct. 31, 2010–Oct. 31, 2013), and has concluded that no provision for federal income tax is required in the Portfolio’s financial statements.

Repurchase Agreements — The Portfolio may purchase certain U.S. government securities subject to the counterparty’s agreement to repurchase them at an agreed upon date and price. The counterparty will be required on a daily basis to maintain the value of the collateral subject to the agreement at not less than the repurchase price (including accrued interest). The agreements are conditioned upon the collateral being deposited under the Federal Reserve book–entry system with the Portfolio’s custodian or a third party sub-custodian. In the event of default or bankruptcy by the other party to the agreement, retention of the collateral may be subject to legal proceedings. All open repurchase agreements as of the date of this report were entered into on Jan. 31, 2014.

Use of Estimates — The preparation of financial statements in conformity with U.S. 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 Portfolio are charged directly to the Portfolio. Other expenses common to various funds within the Delaware Investments ® Family of Funds are generally allocated among such funds on the basis of average net assets. Management fees and some 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 the accrual basis. The Portfolio declares and pays distributions from net investment income and net realized gain on investments, if any, annually. The Portfolio may distribute more frequently, if necessary for tax purposes. Dividends and distributions, if any, are recorded on ex-dividend date.

(continues)        NQ-DPT-029 [1/14] 3/14 (12242) 3



(Unaudited)

2. Investments

At Jan. 31, 2014, the cost of investments for federal income tax purposes has been estimated since final tax characteristics cannot be determined until fiscal year end. At Jan. 31, 2014, the cost of investments and unrealized appreciation (depreciation) for the Portfolio were as follows:

Cost of Investments $ 89,228,480
Aggregate unrealized appreciation $ 10,357,712
Aggregate unrealized depreciation (737,688 )
Net unrealized appreciation $ 9,620,024

For federal income tax purposes, at October 31, 2013, capital loss carryforwards of $207,581 may be carried forward and applied against future capital gains. Capital loss carryforwards will expire as follows: $207,581 expires in 2017.

On Dec. 22, 2010, the Regulated Investment Company Modernization Act of 2010 (Act) was enacted, which changed various technical rules governing the tax treatment of regulated investment companies. The changes are generally effective for taxable years beginning after the date of enactment. Under the Act, the Fund is permitted to carry forward capital losses incurred in taxable years beginning after the date of enactment for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered all short-term as permitted under previous regulation.

U.S. GAAP defines fair value as the price that the Portfolio 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 developed based on the best information available under the circumstances. The Portfolio’s 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 below.

Level 1 –  inputs are quoted prices in active markets for identical investments (e.g., equity securities, open-end investment companies, futures contracts, 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) (e.g., debt securities, government securities, swap contracts, foreign currency exchange contracts, foreign securities utilizing international fair value pricing, broker-quoted securities, fair valued securities)
   
Level 3 – inputs are significant unobservable inputs (including the Portfolio’s own assumptions used to determine the fair value of investments) (e.g., broker-quoted securities, fair valued securities)

Level 3 investments are valued using significant unobservable inputs. The Portfolio 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.

4 NQ-DPT-029 [1/14] 3/14 (12242)



(Unaudited)

The following table summarizes the valuation of the Portfolio’s investments by fair value hierarchy levels as of Jan. 31, 2014:

      Level 1       Level 2       Total
Common Stock $ 97,748,741 $ $ 97,748,741
Short-Term Investments 1,099,763 1,099,763
Total $ 97,748,741 $ 1,099,763 $ 98,848,504

During the period ended Jan. 31, 2014, there were no transfers between Level 1 investments, Level 2 investments or Level 3 investments that had a significant impact to the Portfolio. The Portfolio’s policy is to recognize transfers between levels at the beginning of the reporting period.

3. Securities Lending

The Portfolio, along with other funds in the Delaware Investments ® Family of 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: (i) 102% with respect to U.S. securities and foreign securities that are denominated and payable in U.S. dollars; and (ii) 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.

Cash collateral received is generally invested in the Delaware Investments Collateral Fund No. 1 (Collective Trust) established by BNY Mellon for the purpose of investment on behalf of funds managed by Delaware Management Company (DMC), a series of Delaware Management Business Trust, that participate in BNY Mellon’s securities lending program. The Collective Trust may invest in U.S. government securities and high quality corporate debt, asset-backed and other money market securities and in repurchase agreements collateralized by such securities, provided that the Collective Trust will generally have a dollar-weighted average portfolio maturity of 60 days or less. The Portfolio can also accept U.S. 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 Portfolio, or at the discretion of the lending agent, replace the loaned securities. The Portfolio 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 Portfolio 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 Portfolio 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 Portfolio, the security lending agent and the borrower. The Portfolio records security lending income net of allocations to the security lending agent and the borrower.

The Collective Trust used for the investment of cash collateral received from borrowers of securities seeks to maintain a net asset value per unit of $1.00, but there can be no assurance that it will always be able to do so. The Fund may incur investment losses as a result of investing securities lending collateral in the Collective Trust. This could occur if an investment in the Collective Trust defaulted or if it were necessary to liquidate assets in the Collective Trust to meet returns on outstanding security loans at a time when the Collective Trust’s net asset value per unit was less than $1.00. Under those circumstances, the Fund may not receive an amount from the Collective Trust that is equal in amount to the collateral the Fund would be required to return to the borrower of the securities and the Fund would be required to make up for this shortfall.

At Jan. 31, 2014, the Portfolio had no securities out on loan.

(continues)        NQ-DPT-029 [1/14] 3/14 (12242) 5



(Unaudited)

4. Credit and Market Risk

The Portfolio may invest up to 15% of its net assets in illiquid securities, which may include securities with contractual restrictions on resale, securities exempt from registration under Rule 144A of the Securities Act of 1933, as amended, and other securities which may not be readily marketable. The relative illiquidity of these securities may impair the Portfolio 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 Portfolio’s Board has delegated to DMC the day–to–day functions of determining whether individual securities are liquid for purposes of the Portfolio’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 Portfolio’s 15% limit on investments in illiquid securities. As of Jan. 31, 2014, there were no Rule 144A securities and no securities have been determined to be illiquid under the Portfolio’s Liquidity Procedures.

5. Subsequent Events

Management has determined that no material events or transactions occurred subsequent to Jan. 31, 2014 that would require recognition or disclosure in the Portfolio’s schedule of investments.

6 NQ-DPT-029 [1/14] 3/14 (12242)



Schedule of investments
Delaware REIT Fund January 31, 2014 (Unaudited)

Number of
             Shares       Value (U.S. $)
Common Stock – 96.51%
Diversified REITs 6.07%
Cousins Properties 174,500 $ 1,875,875
Lexington Realty Trust 236,666 2,558,359
Vornado Realty Trust 96,832 8,892,082
13,326,316
Healthcare REITs – 8.17%
Health Care REIT 49,300 2,855,456
Healthcare Realty Trust 98,099   2,248,429
Healthcare Trust of America Class A 180,800 1,939,984
LTC Properties 17,725 672,664
Sabra Health Care REIT 52,000   1,504,360
Ventas 139,777 8,720,687
17,941,580
Hotel REITs – 7.05%
Hilton Worldwide Holdings † 34,780 752,987
Host Hotels & Resorts 332,964 6,123,208
LaSalle Hotel Properties 42,850 1,318,066
Pebblebrook Hotel Trust 69,713 2,100,453
RLJ Lodging Trust 103,310 2,580,684
Strategic Hotels & Resorts † 280,300 2,609,593
15,484,991
Industrial REITs – 6.71%    
DCT Industrial Trust 111,000 799,200
First Industrial Realty Trust 195,570 3,355,981
First Potomac Realty Trust 104,505 1,364,835
Prologis 238,157 9,230,965
14,750,981
Mall REITs – 15.68%
General Growth Properties 362,111 7,292,915
Macerich 50,151 2,838,547
Simon Property Group 146,458 22,677,557
Taubman Centers 25,200 1,638,504
34,447,523
Manufactured Housing REIT – 0.85%
Equity Lifestyle Properties 47,536 1,868,640
1,868,640
Multifamily REITs 14.97%
American Campus Communities 48,600 1,689,336
Apartment Investment & Management 90,500 2,531,285
AvalonBay Communities 48,851 6,033,098
Camden Property Trust 31,586 1,952,646
Equity Residential 163,323 9,044,828

NQ-095 [1/14] 3/14 (12244) 1



Schedule of investments

Delaware REIT Fund

Number of
             Shares       Value (U.S. $)
Common Stock (continued)
Multifamily REITs (continued)
Essex Property Trust 33,927 $ 5,373,019
Post Properties 52,700 2,473,211
UDR 155,500 3,784,870
32,882,293
Office REITs – 14.54%
  Boston Properties 83,674 9,044,323
Brandywine Realty Trust 274,200 3,907,350
Corporate Office Properties Trust 72,000   1,789,200
Douglas Emmett 171,600 4,363,788
Highwoods Properties 97,400 3,617,436
Kilroy Realty 58,775 3,103,320
SL Green Realty 65,362 6,128,995
31,954,412
Office/Industrial REITs – 4.42%  
Duke Realty   337,900 5,308,409
Liberty Property Trust 61,109 2,224,368
PS Business Parks 27,729 2,178,667
9,711,444
Self-Storage REITs – 4.20%
Extra Space Storage 45,694 2,086,388
Public Storage 45,266 7,133,469
9,219,857
Shopping Center REITs – 10.20%
DDR 312,675 4,899,617
Equity One 90,000 2,039,400
Federal Realty Investment Trust 17,976 1,959,384
Kimco Realty 208,779 4,365,569
Ramco-Gershenson Properties Trust 129,200 2,063,324
Regency Centers 75,519 3,635,485
Tanger Factory Outlet Centers 103,100 3,441,478
22,404,257
Single Tenant REITs – 2.36%
National Retail Properties 72,675 2,412,810
Spirit Realty Capital 261,111 2,767,777
5,180,587
Specialty REIT – 1.29%
EPR Properties 55,400 2,829,832
2,829,832
Total Common Stock (cost $202,582,484) 212,002,713

2 NQ-095 [1/14] 3/14 (12244)



             Principal amount°       Value (U.S. $)
Short-Term Investments – 2.45%
Repurchase Agreements – 1.83%
Bank of America Merrill Lynch
       0.01%, dated 1/31/14, to be repurchased on 2/3/14,
       repurchase price $1,012,907 (collateralized by U.S.
       government obligations 0.00%-1.25%
       5/8/14-11/30/18; market value $1,033,164) 1,012,906 $ 1,012,906
Bank of Montreal
         0.02%, dated 1/31/14, to be repurchased on 2/3/14,  
       repurchase price $168,818 (collateralized by U.S.
       government obligations 0.25%-2.75%
       4/30/14-11/15/23; market value $172,194) 168,817 168,817
BNP Paribas
       0.02%, dated 1/31/14, to be repurchased on 2/3/14,
       repurchase price $2,838,281 (collateralized by U.S.
       government obligations 0.25%-2.375%
       3/31/14-12/31/20; market value $2,895,042) 2,838,277     2,838,277
  4,020,000
U.S. Treasury Obligations – 0.62%≠
U.S. Treasury Bills  
       0.04% 4/24/14 983,345 983,288
       0.093% 11/13/14 384,076 383,861
  1,367,149
Total Short-Term Investments (cost $5,387,016) 5,387,149
  
Total Value of Securities – 98.96%
(cost $207,969,500) 217,389,862
 
Receivables and Other Assets Net of Liabilities – 1.04% 2,290,228
Net Assets – 100.00% $ 219,680,090

The rate shown is the effective yield at the time of purchase.
° Principal amount shown is stated in U.S. dollars unless noted that the security is denominated in another currency.
Non income producing security.

REIT – Real Estate Investment Trust

NQ-095 [1/14] 3/14 (12244) 3



Notes
Delaware REIT Fund January 31, 2014 (Unaudited)

1. Significant Accounting Policies

The following accounting policies are in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and are consistently followed by Delaware Pooled ® Trust - Delaware REIT Fund (Fund). This report covers the period of time since the Fund’s last fiscal year end.

Security Valuation — Equity securities, except those traded on the Nasdaq Stock Market, Inc. (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. Securities 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 does not trade, then the mean between the bid and ask prices will be used, which approximates fair value. U.S. government and agency securities are valued at the mean between the bid and ask prices, which approximates fair value. Generally, other securities and assets for which market quotations are not readily available are valued at fair value as determined in good faith under the direction of the Fund’s Board of Trustees (Board). 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.

Federal 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 or expense in the current year. Management has analyzed the Fund’s tax positions taken for all open federal income tax years (Oct. 31, 2010–Oct. 31, 2013), and has concluded that no provision for federal income tax is required in the Fund’s financial statements.

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.

Repurchase Agreements — The Fund may purchase certain U.S. government securities subject to the counterparty’s agreement to repurchase them at an agreed upon date and price. The counterparty will be required on a daily basis to maintain the value of the collateral subject to the agreement at not less than the repurchase price (including accrued interest). The agreements are conditioned upon the collateral being deposited under the Federal Reserve book-entry system with the Fund’s custodian or a third-party sub-custodian. In the event of default or bankruptcy by the other party to the agreement, retention of the collateral may be subject to legal proceedings. All open repurchase agreements as of the date of this report were entered into on Jan. 31, 2014.

Use of Estimates — The preparation of financial statements in conformity with U.S. 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.

4 NQ-095 [1/14] 3/14 (12244)



(Unaudited)

Other — Expenses directly attributable to the Fund are charged directly to the Fund. Other expenses common to various funds within the Delaware Investments ® Family of Funds are generally allocated among such funds on the basis of average net assets. Management fees and some 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 the accrual basis. Distributions received from investments in Real Estate Investment Trusts (REITs) are recorded as dividend income on the ex-dividend date, subject to reclassification upon notice of the character of such distributions by the issuer. The Fund declares and pays distributions from net investment income quarterly and net realized gain on investments, if any, annually. The Fund may distribute more frequently, if necessary for tax purposes. Dividends and distributions, if any, are recorded on the ex-dividend date.

2. Investments

At Jan. 31, 2014, the cost of investments for federal income tax purposes has been estimated since final tax characteristics cannot be determined until fiscal year end. At Jan. 31, 2014, the cost of investments and unrealized appreciation (depreciation) for the Fund were as follows:

Cost of investments       $ 212,987,764
Aggregate unrealized appreciation $ 11,626,703
Aggregate unrealized depreciation     (7,224,605 )
Net unrealized appreciation $ 4,402,098

U.S. 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 developed based on the best information available under the circumstances. The Fund’s 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 below.

Level 1  –  inputs are quoted prices in active markets for identical investments (e.g., equity securities, open-end investment companies, futures contracts, 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) (e.g., debt securities, government securities, swap contracts, foreign currency exchange contracts, foreign securities utilizing international fair value pricing, broker-quoted securities, fair valued securities)
     
Level 3  –  inputs are significant unobservable inputs (including the Fund’s own assumptions used to determine the fair value of investments) (e.g., broker-quoted securities, fair valued securities)

NQ-095 [1/14] 3/14 (12244) 5



(Unaudited)

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 Jan. 31, 2014:

      Level 1       Level 2       Total
Common Stock   $ 212,002,713 $   $ 212,002,713
Short-Term Investments   5,387,149 5,387,149
Total $ 212,002,713 $ 5,387,149 $ 217,389,862

During the period ended Jan. 31, 2014, there were no transfers between Level 1 investments, Level 2 investments or Level 3 investments that had a significant impact to the Fund. The Fund’s policy is to recognize transfers between levels at the beginning of the reporting period.

A reconciliation of Level 3 investments is presented when the Fund has a significant amount of Level 3 investments at the beginning, interim or end of the period in relation to net assets. At Jan. 31, 2014, there were no Level 3 investments.

3. Securities Lending

The Fund, along with other funds in the Delaware Investments ® Family of 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 U.S. securities and foreign securities that are denominated and payable in U.S. 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.

6 NQ-095 [1/14] 3/14 (12244)



(Unaudited)

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.

Cash collateral received is generally invested in the Delaware Investments Collateral Fund No. 1 (Collective Trust) established by BNY Mellon for the purpose of investment on behalf of funds managed by Delaware Management Company (DMC), a series of Delaware Management Business Trust, that participate in BNY Mellon’s securities lending program. The Collective Trust may invest in U.S. government securities and high-quality corporate debt, asset-backed and other money market securities and in repurchase agreements collateralized by such securities, provided that the Collective Trust will generally have a dollar-weighted average portfolio maturity of 60 days or less. The Fund can also accept U.S. 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 Collective Trust used for the investment of cash collateral received from borrowers of securities seeks to maintain a net asset value per unit of $1.00, but there can be no assurance that it will always be able to do so. The Fund may incur investment losses as a result of investing securities lending collateral in the Collective Trust. This could occur if an investment in the Collective Trust defaulted or if it were necessary to liquidate assets in the Collective Trust to meet returns on outstanding security loans at a time when the Collective Trust’s net asset value per unit was less than $1.00. Under those circumstances, the Fund may not receive an amount from the Collective Trust that is equal in amount to the collateral the Fund would be required to return to the borrower of the securities and the Fund would be required to make up for this shortfall.

At Jan. 31, 2014, the Fund had no securities out on loan.

4. Credit and Market Risk

The Fund concentrates its investments in the real estate industry and is subject to the risks associated with that industry. If the Fund holds real estate directly as a result of defaults or receives rental income directly from real estate holdings, its tax status as a regulated investment company may be jeopardized. The Fund is also affected by interest rate changes, particularly if the REITs it holds use floating rate debt to finance their ongoing operations. Its investments may also tend to fluctuate more in value than a portfolio that invests in a broader range of industries.

NQ-095 [1/14] 3/14 (12244) 7



(Unaudited)

The Fund may invest up to 15% of its net assets in illiquid securities, which may include securities with contractual restrictions on resale, securities exempt from registration under Rule 144A of the Securities Act 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 Fund’s 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 Jan. 31, 2014, there were no Rule 144A securities and no securities held by the Fund have been determined to be illiquid under the Fund’s Liquidity Procedures.

5. Subsequent Events

Management has determined that no material events or transactions occurred subsequent to Jan. 31, 2014 that would require recognition or disclosure in the Fund’s schedule of investments.

8 NQ-095 [1/14] 3/14 (12244)



Schedule of investments

Delaware Pooled ® Trust — The Real Estate Investment Trust Portfolio II
January 31, 2014 (Unaudited)

Number of Value
        shares       (U.S. $)
Common Stock – 96.53%
Diversified REITs – 6.07%
Cousins Properties 3,055 $ 32,841
Lexington Realty Trust 4,170 45,078
Vornado Realty Trust 1,695 155,652
233,571
Healthcare REITs – 8.17%
Health Care REIT 860 49,811
Healthcare Realty Trust 1,730 39,652
Healthcare Trust of America
       Class A 3,180 34,121
LTC Properties 310 11,764
Sabra Health Care REIT 910 26,326
Ventas 2,445 152,544
314,218
Hotel REITs – 7.07%
Hilton Worldwide
       Holdings † 610 13,206
Host Hotels & Resorts 5,823 107,085
LaSalle Hotel Properties 750 23,070
Pebblebrook Hotel Trust 1,255 37,813
RLJ Lodging Trust 1,805 45,089
Strategic Hotels &
       Resorts † 4,905 45,666
  271,929
Industrial REITs – 6.70%
DCT Industrial Trust 1,955   14,076
First Industrial Realty Trust 3,410 58,516
First Potomac Realty Trust 1,825   23,834
Prologis 4,165 161,435
257,861
Mall REITs – 15.65%  
General Growth Properties 6,328 127,446
Macerich 873 49,412
Simon Property Group 2,561 396,545
Taubman Centers 440 28,609
602,012
Manufactured Housing REIT – 0.85%
Equity Lifestyle Properties 830 32,627
32,627
Multifamily REITs – 14.99%
American Campus
       Communities 850 29,546
Apartment Investment &
       Management 1,585 44,332
AvalonBay Communities 857 105,840
Camden Property Trust 555 34,310
Equity Residential 2,860 158,387
Essex Property Trust 594 94,072
Post Properties 930 43,645
UDR 2,725 66,326
576,458
Office REITs – 14.57%
Boston Properties 1,475 159,433
Brandywine Realty Trust 4,790 68,258
Corporate Office Properties
       Trust 1,265 31,435
Douglas Emmett 3,000 76,290
Highwoods Properties 1,705 63,324
Kilroy Realty 1,025 54,120
SL Green Realty 1,145 107,367
560,227
Office/Industrial REITs – 4.42%
Duke Realty 5,910 92,846
Liberty Property Trust 1,075 39,130
PS Business Parks 485 38,106
170,082
Self-Storage REITs – 4.19%
Extra Space Storage 800 36,528
Public Storage 790 124,496
161,024
Shopping Center REITs – 10.20%
DDR 5,500 86,185
Equity One 1,575 35,690
Federal Realty Investment
       Trust 318 34,662
Kimco Realty 3,645 76,217
Ramco-Gershenson
       Properties Trust 2,255 36,012
Regency Centers 1,320 63,545
Tanger Factory Outlet
       Centers 1,800 60,084
392,395
Single Tenant REITs – 2.35%
       National Retail Properties 1,270 42,164

(continues)       NQ-DPT-188 [1/14] 3/14 (12252) 1



Schedule of investments

Delaware Pooled ® Trust — The Real Estate Investment Trust Portfolio II

Number of Value
        shares       (U.S. $)
Common Stock (continued)
Single Tenant REITs (continued)
Spirit Realty Capital 4,560 $ 48,336
90,500
Specialty REIT – 1.30%
EPR Properties 975 49,803
49,803
Total Common Stock (cost $3,623,267) 3,712,707
 
Principal
amount°
Short-Term Investments – 2.36%
Repurchase Agreements – 1.79%
  Bank of America Merrill
       Lynch
       0.01%, dated 1/31/14,
       to be repurchased on
       2/3/14, repurchase price
       $17,386 (collateralized
       by U.S. government
       obligations
       0.00%-1.25%
       5/8/14-11/30/18;  
       market value $17,733) 17,386 17,386
Bank of Montreal  
       0.02%, dated 1/31/14,  
       to be repurchased on
       2/3/14, repurchase price
       $2,897 (collateralized by  
       U.S. government
       obligations
       0.25%-2.75% 4/30/14-
       11/15/23; market value
       $2,956) 2,897 2,897
BNP Paribas
       0.02%, dated 1/31/14,
       to be repurchased on
       2/3/14, repurchase price
       $48,717 (collateralized
       by U.S. government
       obligations
       0.25%-2.375%
       3/31/14-12/31/20;
       market value $49,691) 48,717 48,717
69,000
U.S. Treasury Obligations – 0.57%
U.S. Treasury Bills
       0.04% 4/24/14 16,296 16,295
       0.093% 11/13/14 5,468 5,465
21,760
Total Short-Term Investments (cost $90,758) 90,760
 
Total Value of
Securities – 98.89%
       (cost $3,714,025) 3,803,467
 
Receivables and Other Assets Net of
Liabilities – 1.11% 42,567
Net Assets – 100.00% $ 3,846,034
____________________

The rate shown is the effective yield at the time of purchase.

°

Principal amount shown is stated in U.S. dollars unless noted that the security is denominated in another currency.

Non income producing security.


REIT – Real Estate Investment Trust

2 NQ-DPT-188 [1/14] 3/14 (12252)



Notes

Delaware Pooled ® Trust — The Real Estate Investment Trust Portfolio II
January 31, 2014 (Unaudited)

1. Significant Accounting Policies

The following accounting policies are in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and are consistently followed by Delaware Pooled ® Trust – The Real Estate Investment Trust Portfolio II (Portfolio). This report covers the period of time since the Portfolio’s last fiscal year end.

Security Valuation — Equity securities, except those traded on the Nasdaq Stock Market, Inc. (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. Securities 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 does not trade, then the mean between the bid and ask prices will be used, which approximates fair value. U.S. government and agency securities are valued at the mean between the bid and ask prices, which approximates fair value. Generally, other securities and assets for which market quotations are not readily available are valued at fair value as determined in good faith under the direction of the Portfolio’s Board of Trustees (Board). 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.

Federal Income Taxes — No provision for federal income taxes has been made as the Portfolio 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 Portfolio evaluates tax positions taken or expected to be taken in the course of preparing the Portfolio’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 or expense in the current year. Management has analyzed the Portfolio’s tax positions taken for all open federal income tax years (Oct. 31, 2010–Oct. 31, 2013), and has concluded that no provision for federal income tax is required in the Portfolio’s financial statements.

Repurchase Agreements — The Portfolio may purchase certain U.S. government securities subject to the counterparty’s agreement to repurchase them at an agreed upon date and price. The counterparty will be required on a daily basis to maintain the value of the collateral subject to the agreement at not less than the repurchase price (including accrued interest). The agreements are conditioned upon the collateral being deposited under the Federal Reserve book-entry system with the Portfolio’s custodian or a third-party sub-custodian. In the event of default or bankruptcy by the other party to the agreement, retention of the collateral may be subject to legal proceedings. All open repurchase agreements as of the date of this report were entered into on Jan. 31, 2014.

Use of Estimates — The preparation of financial statements in conformity with U.S. 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 Portfolio are charged directly to the Portfolio. Other expenses common to various funds within the Delaware Investments ® Family of Funds are generally allocated among such funds on the basis of average net assets. Management fees and some 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 the accrual basis. Distributions received from investments in Real Estate Investment Trusts (REITs) are recorded as dividend income on the ex-dividend date, subject to reclassification upon notice of the character of such distributions by the issuer. The Portfolio declares and pays distributions from net investment income and net realized gain on investments, if any, annually. The Portfolio may distribute income dividends and capital gains more frequently, if necessary for tax purposes. Dividends and distributions, if any, are recorded on the ex-dividend date.

(continues)       NQ-DPT-188 [1/14] 3/14 (12252) 3



(Unaudited)

2. Investments

At Jan. 31, 2014, the cost of investments for federal income tax purposes has been estimated since final tax characteristics cannot be determined until fiscal year end. At Jan. 31, 2014, the cost of investments and unrealized appreciation (depreciation) for the Portfolio were as follows:

Cost of Investments $ 3,814,865
Aggregate unrealized appreciation $ 106,597
Aggregate unrealized depreciation   (117,995 )
Net unrealized depreciation $ (11,398 )

For federal income tax purposes, at Oct. 31, 2013, capital loss carryforwards of $1,957,080 may be carried forward and applied against future capital gains. Capital loss carryforwards will expire as follows: $413,280 expires in 2016, $1,521,902 expires in 2017 and $21,898 expires in 2018.

On Dec. 22, 2010, the Regulated Investment Company Modernization Act of 2010 (Act) was enacted, which changed various technical rules governing the tax treatment of regulated investment companies. The changes were generally effective for taxable years beginning after the date of enactment. Under the Act, the Portfolio is permitted to carry forward capital losses incurred in taxable years beginning after the date of enactment for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered all short-term as permitted under previous regulation.

U.S. GAAP defines fair value as the price that the portfolio 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 developed based on the best information available under the circumstances. The Portfolio’s 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 below.

Level 1 – 

inputs are quoted prices in active markets for identical investments (e.g., equity securities, open-end investment companies, futures contracts, 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) (e.g., debt securities, government securities, swap contracts, foreign currency exchange contracts, foreign securities utilizing international fair value pricing, broker-quoted securities, fair valued securities)

 
Level 3 –

inputs are significant unobservable inputs (including the Portfolio’s own assumptions used to determine the fair value of investments) (e.g., broker-quoted securities, fair valued securities)

Level 3 investments are valued using significant unobservable inputs. The Portfolio 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 Portfolio’s investments by fair value hierarchy levels as of Jan. 31, 2014:


      Level 1       Level 2       Total
Common Stock $ 3,712,707   $ $ 3,712,707
Short-Term Investments       90,760   90,760
Total   $ 3,712,707 $ 90,760 $ 3,803,467

4 NQ-DPT-188 [1/14] 3/14 (12252)



(Unaudited)

During the period ended Jan. 31, 2014, there were no transfers between Level 1 investments, Level 2 investments or Level 3 investments that had a significant impact to the Portfolio. The Portfolio’s policy is to recognize transfers between levels at the beginning of the reporting period.

A reconciliation of Level 3 investments is presented when the Portfolio has a significant amount of Level 3 investments at the begenning, interim or end of the period in relation to net assets. At Jan. 31, 2014, there were no Level 3 investments.

3. Securities Lending

The Portfolio, along with other funds in the Delaware Investments ® Family of 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: (i) 102% with respect to U.S. securities and foreign securities that are denominated and payable in U.S. dollars; and (ii) 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.

Cash collateral received is generally invested in the Delaware Investments Collateral Fund No. 1 (Collective Trust) established by BNY Mellon for the purpose of investment on behalf of funds managed by Delaware Management Company (DMC), a series of Delaware Management Business Trust, that participate in BNY Mellon’s securities lending program. The Collective Trust may invest in U.S. government securities and high quality corporate debt, asset-backed and other money market securities and in repurchase agreements collateralized by such securities, provided that the Collective Trust will generally have a dollar-weighted average portfolio maturity of 60 days or less. The Portfolio can also accept U.S. 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 Portfolio, or at the discretion of the lending agent, replace the loaned securities. The Portfolio continues to record dividends or interest, as applicable, on the securities loaned and is subject to change in value of the securities loaned that may occur during the term of the loan. The Portfolio 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 Portfolio 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 Portfolio, the security lending agent and the borrower. The Portfolio records security lending income net of allocations to the security lending agent and the borrower.

The Collective Trust used for the investment of cash collateral received from borrowers of securities seeks to maintain a net asset value per unit of $1.00, but there can be no assurance that it will always be able to do so. The Portfolio may incur investment losses as a result of investing securities lending collateral in the Collective Trust. This could occur if an investment in the Collective Trust defaulted or if it were necessary to liquidate assets in the Collective Trust to meet returns on outstanding security loans at a time when the Collective Trust’s net asset value per unit was less than $1.00. Under those circumstances, the Portfolio may not receive an amount from the Collective Trust that is equal in amount to the collateral the Portfolio would be required to return to the borrower of the securities and the Portfolio would be required to make up for this shortfall.

At Jan. 31, 2014, the Portfolio had no securities out on loan.

(continues)       NQ-DPT-188 [1/14] 3/14 (12252) 5



(Unaudited)

4. Credit and Market Risk

The Portfolio concentrates its investments in the real estate industry and is subject to the risks associated with that industry. If the Portfolio holds real estate directly as a result of defaults or receives rental income directly from real estate holdings, its tax status as a regulated investment company may be jeopardized. The Portfolio is also affected by interest rate changes, particularly if the REITs it holds use floating rate debt to finance their ongoing operations. Its investments may also tend to fluctuate more in value than a portfolio that invests in a broader range of industries.

The Portfolio may invest up to 15% of its net assets in illiquid securities, which may include securities with contractual restrictions on resale, securities exempt from registration under Rule 144A of the Securities Act of 1933, as amended, and other securities which may not be readily marketable. The relative illiquidity of these securities may impair the Portfolio 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 Portfolio’s Board has delegated to DMC the day-to-day functions of determining whether individual securities are liquid for purposes of the Portfolio’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 Portfolio’s 15% limit on investments in illiquid securities. As of Jan. 31, 2014, there were no Rule 144A securities and no securities held by the Portfolio have been determined to be illiquid under the Portfolio’s Liquidity Procedures.

5. Subsequent Events

Management has determined that no material events or transactions occurred subsequent to Jan. 31, 2014 that would require recognition or disclosure in the Portfolio’s schedule of investments.

6 NQ-DPT-188 [1/14] 3/14 (12252)



Schedule of investments

Delaware Pooled ® Trust — The Select 20 Portfolio
January 31, 2014 (Unaudited)

      Number of       Value
shares (U.S. $)
Common Stock – 98.98% ²
Consumer Discretionary – 17.66%
       eBay † 96,275 $ 5,121,830
       L Brands 100,750 5,275,270
       Liberty Interactive Class A † 237,900 6,354,309
       priceline.com † 4,790 5,484,023
  22,235,432
Energy – 8.64%  
       EOG Resources 38,150 6,303,906
       Kinder Morgan 134,625 4,578,596
10,882,502
Financial Services – 17.03%
       CommonWealth REIT 189,100 4,648,078
       IntercontinentalExchange
              Group 33,150 6,921,388
       Visa Class A 45,825 9,872,080
21,441,546
Healthcare – 8.76%
       Allergan 54,550 6,251,430
       Celgene † 31,475 4,781,997
  11,033,427
Technology – 41.82%
       Adobe Systems † 116,850 6,916,352
       Crown Castle
              International † 92,900 6,592,184
       Google Class A † 7,350 8,680,130
       Intuit 81,050 5,936,912
       Microsoft 180,700 6,839,495
       NeuStar Class A † 140,300 4,754,768
       QUALCOMM 99,375 7,375,612
       VeriFone Systems † 191,575 5,557,591
52,653,044
Utilities – 5.07%
       j2 Global 140,725 6,381,879
  6,381,879
Total Common Stock (cost $91,235,259) 124,627,830
 
Principal      
amount°
Short-Term Investments – 5.05%    
Repurchase Agreements – 3.41%
       Bank of America Merrill
              Lynch
              0.01%, dated 1/31/14,
              to be repurchased on
              2/3/14, repurchase price
              $1,082,449
              (collateralized by U.S.
              government obligations
              0.00%-1.25%
              5/8/14-11/30/18;
              market value
              $1,104,098) 1,082,449 1,082,449
       Bank of Montreal
              0.02%, dated 1/31/14,
              to be repurchased on
              2/3/14, repurchase price
              $180,408 (collateralized
              by U.S. government
              obligations
              0.25%-2.75% 4/30/14-
              11/15/23; market value
              $184,016) 180,408 180,408
       BNP Paribas
              0.02%, dated 1/31/14,
              to be repurchased on
              2/3/14, repurchase price
              $3,033,148
              (collateralized by U.S.
              government obligations
              0.25%-2.375%
              3/31/14-12/31/20;
              market value
              $3,093,806) 3,033,143 3,033,143
4,296,000
U.S. Treasury Obligations – 1.64%
       U.S. Treasury Bills
              0.04% 4/24/14 1,601,137 1,601,044
              0.093% 11/13/14 457,824 457,567
  2,058,611
 
Total Short-Term Investments (cost
       $6,354,414) 6,354,611

(continues)       NQ-DPT-198 [1/14] 3/14 (12245) 1



Schedule of investments

Delaware Pooled ® Trust — The Select 20 Portfolio

Value
(U.S. $)
Total Value of
       Securities – 104.03%
              (cost $97,589,673) $ 130,982,441  
 
Liabilities Net of Receivables and Other
       Assets – (4.03%) (5,068,743 )
Net Assets – 100.00% $ 125,913,698
____________________
   
² Narrow industries are utilized for compliance purposes for diversification whereas broad sectors are used for financial reporting.
The rate shown is the effective yield at the time of purchase.
° Principal amount shown is stated in U.S. dollars unless noted that the security is denominated in another currency.
Non income producing security.

REIT – Real Estate Investment Trust

2 NQ-DPT-198 [1/14] 3/14 (12245)



Notes

Delaware Pooled ® Trust — The Select 20 Portfolio
January 31, 2014 (Unaudited)

1. Significant Accounting Policies

The following accounting policies are in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and are consistently followed by Delaware Pooled ® Trust – The Select 20 Portfolio (Portfolio). This report covers the period of time since the Portfolio’s last fiscal year end.

Security Valuation — Equity securities, except those traded on the Nasdaq Stock Market, Inc. (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. Securities 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 does not trade, then the mean between the bid and ask prices will be used, which approximates fair value. U.S. government and agency securities are valued at the mean between the bid and ask prices, which approximates fair value. Generally, other securities and assets for which market quotations are not readily available are valued at fair value as determined in good faith under the direction of the Portfolio’s Board of Trustees (Board). 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. The Portfolio may use fair value pricing more frequently for securities traded primarily in non-U.S. markets because, among other things, most foreign markets close well before the Portfolio values its securities, generally as of 4:00 p.m. Eastern time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, government actions or pronouncements, aftermarket trading, or news events may have occurred in the interim. To account for this, the Portfolio may frequently value foreign securities using fair value prices based on third-party vendor modeling tools (international fair value pricing).

Federal Income Taxes — No provision for federal income taxes has been made as the Portfolio 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 Portfolio evaluates tax positions taken or expected to be taken in the course of preparing the Portfolio’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 or expense in the current year. Management has analyzed the Portfolio’s tax positions taken for all open federal income tax years (Oct. 31, 2010 – Oct. 31, 2013), and has concluded that no provision for federal income tax is required in the Portfolio’s financial statements.

Repurchase Agreements — The Portfolio may purchase certain U.S. government securities subject to the counterparty’s agreement to repurchase them at an agreed upon date and price. The counterparty will be required on a daily basis to maintain the value of the collateral subject to the agreement at not less than the repurchase price (including accrued interest). The agreements are conditioned upon the collateral being deposited under the Federal Reserve book-entry system with the Portfolio’s custodian or a third-party sub-custodian. In the event of default or bankruptcy by the other party to the agreement, retention of the collateral may be subject to legal proceedings. All open repurchase agreements as of the date of this report were entered into on Jan. 31, 2014.

Use of Estimates — The preparation of financial statements in conformity with U.S. 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 Portfolio are charged directly to the Portfolio. Other expenses common to various funds within the Delaware Investments ® Family of Funds are generally allocated among such funds on the basis of average net assets. Management fees and some 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 the accrual basis. The Portfolio declares and pays distributions from net investment income and net realized gain on investments, if any, annually. The Portfolio may distribute more frequently, if necessary for tax purposes. Dividends and distributions, if any, are recorded on the ex-dividend date.

2. Investments

At Jan. 31, 2014, the cost of investments for federal income tax purposes has been estimated since final tax characteristics cannot be determined until fiscal year end. At Jan. 31, 2014, the cost of investments and unrealized appreciation (depreciation) for the Portfolio were as follows:

Cost of Investments $ 98,213,129  
Aggregate unrealized appreciation $ 35,925,102  
Aggregate unrealized depreciation (3,155,790 )
Net unrealized appreciation $ 32,769,312

(continues)       NQ-DPT-198 [1/14] 3/14 (12245) 3



(Unaudited)

2. Investments (continued)

For federal income tax purposes, at Oct. 31, 2013, capital loss carryforwards of $707,317 may be carried forward and applied against future capital gains. Capital loss carryforwards will expire in 2017.

On Dec. 22, 2010, the Regulated Investment Company Modernization Act of 2010 (Act) was enacted, which changed various technical rules governing the tax treatment of regulated investment companies. The changes were generally effective for taxable years beginning after the date of enactment. Under the Act, the Portfolio is permitted to carry forward capital losses incurred in taxable years beginning after the date of enactment for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered all short-term as permitted under previous regulation.

U.S. GAAP defines fair value as the price that the Portfolio 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 developed based on the best information available under the circumstances. The Portfolio’s 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 below.

Level 1 – 

inputs are quoted prices in active markets for identical investments (e.g., equity securities, open-end investment companies, futures contracts, 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) (e.g., debt securities, government securities, swap contracts, foreign currency exchange contracts, foreign securities utilizing international fair value pricing, broker-quoted securities, fair valued securities)

 
Level 3 –

inputs are significant unobservable inputs (including the Portfolio’s own assumptions used to determine the fair value of investments) (e.g., broker-quoted securities, fair valued securities)

Level 3 investments are valued using significant unobservable inputs. The Portfolio 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 Portfolio’s investments by fair value hierarchy levels as of Jan. 31, 2014:

      Level 1       Level 2       Total
Common Stock $ 124,627,830 $ $ 124,627,830
Short-Term Investments 6,354,611 6,354,611
Total $ 124,627,830 $ 6,354,611 $ 130,982,441

4 NQ-DPT-198 [1/14] 3/14 (12245)



(Unaudited)

During the period ended Jan. 31, 2014, there were no transfers between Level 1 investments, Level 2 investments or Level 3 investments that had a significant impact to the Portfolio. The Portfolio’s policy is to recognize transfers between levels at the beginning of the reporting period.

A reconciliation of Level 3 investments is presented when the Portfolio has a significant amount of Level 3 investments at the beginning, interim or end of the period in relation to net assets. At Jan. 31, 2014, there were no Level 3 investments.

3. Securities Lending

The Portfolio, along with other funds in the Delaware Investments ® Family of 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: (i) 102% with respect to U.S. securities and foreign securities that are denominated and payable in U.S. dollars; and (ii) 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 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.

Cash collateral received is generally invested in the Delaware Investments Collateral Fund No. 1 (Collective Trust) established by BNY Mellon for the purpose of investment on behalf of funds managed by Delaware Management Company (DMC), a series of Delaware Management Business Trust, that participate in BNY Mellon’s securities lending program. The Collective Trust may invest in U.S. government securities and high quality corporate debt, asset-backed and other money market securities and in repurchase agreements collateralized by such securities, provided that the Collective Trust will generally have a dollar-weighted average portfolio maturity of 60 days or less. The Portfolio can also accept U.S. 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 Portfolio or, at the discretion of the lending agent, replace the loaned securities. The Portfolio 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 Portfolio 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 Portfolio 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 Portfolio, the security lending agent and the borrower. The Portfolio records security lending income net of allocations to the security lending agent and the borrower.

The Collective Trust used for the investment of cash collateral received from borrowers of securities seeks to maintain a net asset value per unit of $1.00, but there can be no assurance that it will always be able to do so. The Portfolio may incur investment losses as a result of investing securities lending collateral in the Collective Trust or another collateral investment pool. This could occur if an investment in a collateral investment pool defaulted or if it were necessary to liquidate assets in a collateral investment pool to meet returns on outstanding security loans at a time when a collateral investment pool’s net asset value per unit was less than $1.00. Under those circumstances, the Portfolio may not receive an amount from the collateral investment pool that is equal in amount to the collateral the Portfolio would be required to return to the borrower of the securities and the Portfolio would be required to make up for this shortfall.

At Jan. 31, 2014, the Portfolio had no securities out on loan.

4. Credit and Market Risk

The Portfolio invests a significant portion of its assets in small- and mid-sized companies and may be subject to certain risks associated with ownership of securities of such companies. Investments in small- or mid-sized companies may be more volatile than investments in larger companies for a number of reasons, which include more limited financial resources or a dependence on narrow product lines. Because the Portfolio expects to hold a concentrated portfolio of a limited number of securities, the Portfolio’s risk is increased because each investment has a greater effect on the Portfolio’s overall performance.

(continues)       NQ-DPT-198 [1/14] 3/14 (12245) 5



(Unaudited)

4. Credit and Market Risk (continued)

The Portfolio may invest up to 15% of its net assets in illiquid securities, which may include securities with contractual restrictions on resale, securities exempt from registration under Rule 144A of the Securities Act of 1933, as amended, and other securities which may not be readily marketable. The relative illiquidity of these securities may impair the Portfolio 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 Portfolio’s Board has delegated to DMC the day-to-day functions of determining whether individual securities are liquid for purposes of the Portfolio’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 Portfolio’s 15% limit on investments in illiquid securities. As of Jan. 31, 2014, there were no Rule 144A securities and no securities have been determined to be illiquid under the Portfolio’s Liquidity Procedures.

5. Subsequent Events

Delaware Investments has signed an agreement with its Focus Growth Equity Team, the Portfolio’s current portfolio management team, to establish a new joint venture called Jackson Square Partners. Delaware Management Company has obtained Board approval to appoint Jackson Square Partners as the sub-advisor to the Portfolio and to authorize a proxy solicitation to obtain the requisite prior shareholder approval. If the new sub-advisory arrangements are not approved by shareholders, Delaware Management Company will pursue an alternative recommendation and the Portfolio’s Board of Trustees will determine an appropriate course of action.

Management has determined that no other material events or transactions occurred subsequent to Jan. 31, 2014 that would require recognition or disclosure in the Portfolio’s schedule of investments.

6 NQ-DPT-198 [1/14] 3/14 (12245)



Item 2. Controls and Procedures.

     The registrant’s principal executive officer and principal financial officer have evaluated the registrant’s disclosure controls and procedures within 90 days of the filing of this report and have concluded that they are effective in providing 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 that occurred during the registrant’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 3. Exhibits.

     File as exhibits as part of this Form a separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)), exactly as set forth below:


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