SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
File No. 333-38801
File No. 811-8457
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 X
Pre-Effective Amendment No.
Post-Effective Amendment No. 2 X
AND
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 3
DELAWARE GROUP FOUNDATION FUNDS
(Exact Name of Registrant as Specified in Charter)
1818 Market Street, Philadelphia, Pennsylvania 19103
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (215) 255-2923
George M. Chamberlain, Jr., 1818 Market Street, Philadelphia, PA 19103
(Name and Address of Agent for Service)
Approximate Date of Public Offering: August 31, 1998
It is proposed that this filing will become effective:
immediately upon filing pursuant to paragraph (b)
on (date) pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)(1)
on (date) pursuant to paragraph (a)(1)
X 75 days after filing pursuant to paragraph (a)(2)
on (date) pursuant to paragraph (a)(2) of Rule 485
Title of Securities Being Registered
The securities being registered are a number of individual classes of a series
of shares of beneficial interest of Delaware Group Foundation Funds, a Delaware
business trust, as follows:
The Asset Allocation Portfolio
The Asset Allocation Portfolio
--- C O N T E N T S ---
This Post-Effective Amendment No. 2 to Registration File No. 333-38801 includes
the following:
1. Facing Page
2. Contents Page
3. Cross-Reference Sheets
4. Part A - Prospectuses (1)
5. Part B - Statement of Additional Information(1)
6. Part C - Other Information (2)
7. Signatures
(1) The Asset Allocation Portfolio's Prospectus and Statement of Additional
Information dated August 31, 1998 are incorporated into this filing by
reference to the electronic filing of Post-Effective Amendment No. 22 to the
Registration Statement of Delaware Pooled Trust, Inc. filed June 17, 1998.
(2) Items 28 and 29 to Part C are incorporated into this filing by reference to
Items 28a and 29 to Part C of the electronic filing of Post-Effective Amendment
No. 22 to the Registration Statement of Delaware Pooled Trust, Inc. filed June
17, 1998.
CROSS-REFERENCE SHEET
PART A
Item No. Description Location in Prospectus*
1 Cover Page. . . . . . . . . . . . . . Cover
2 Fund Expenses. . . . . . . . . . . . . Fund Expenses
3 Condensed Financial Information. . . .Financial Highlights
4 General Description of Registrant. . . Investment Objectives,
Policies and Risk
Considerations
5 Management of the Fund . . . . . . . Management of the Fund
6 Capital Stock and Other Securities. . Dividends and Capital
Gains Distributions; Taxes
7 Purchase of Securities Being
Offered. . . . . . . . . . . . . . . Cover; Purchase of Shares;
Management of the Fund
8 Redemption or Repurchase. . . . . . . Purchase of Shares;
Redemption of Shares
9 Legal Proceedings. . . . . . . . . . None
* The Prospectus is included in and hereby incorporated by reference to Post-
Effective Amendment No. 22 of Delaware Pooled Trust, Inc.'s Registration
Statement (File No. 33-40991).
CROSS-REFERENCE SHEET
PART B
Location in Statement
Item No. Description of Additional Information*
10 Cover Page. . . . . . . . . . . . . Cover
11 Table of Contents. . . . . . . . . . Table of Contents
12 General Information and History. . . General Information
13 Investment Objectives and Policies. Investment Policies,
Portfolio Techniques and
Risk Considerations
14 Management of the Registrant. . . . Officers and Directors
15 Control Persons and Principal
Holders of Securities. . . . . . . Officers and Directors
16 Investment Advisory and Other
Services. . . . . . . . . . . . . . Investment Management
Agreements; Officers and
Directors; General
Information; Financial
Statements
17 Brokerage Allocation. . . . . . . . . Trading Practices and
Brokerage
18 Capital Stock and Other Securities... Capitalization and
Noncumulative Voting
(under General
Information)
19 Purchase, Redemption and Pricing of
Securities Being Offered. . . . . . . Purchasing Shares;
Determining Net Asset
Value; Redemption and
Repurchase
20 Tax Status. . . . . . . . . . . . . . Accounting and Tax
Issues; Taxes
21 Underwriters. . . . . . . . . . . . . Purchasing Shares
22 Calculation of Performance Data. . .Performance Information
23 Financial Statements. . . . . . . . . Financial Statements
* The Statement of Additional Information is included in and hereby
incorporated by reference to Post-Effective Amendment No. 22 of Delaware Pooled
Trust, Inc.'s Registration Statement (File No. 33-40991).
CROSS REFERENCE SHEET
PART C
Item No. Description Location in Part C
24 Financial Statements and Exhibits. . . . . .Item 24
25 Persons Controlled by or under Common
Control with Registrant. . . . . . . . . . . Item 25
26 Number of Holders of Securities. . . . . . . Item 26
27 Indemnification. . . . . . . . . . . . . . . Item 27
28 Business and Other Connections of
Investment Adviser. . . . . . . . . . . . . Item 28
29 Principal Underwriters. . . . . . . . . . . Item 29
30 Location of Accounts and Records. . . . . Item 30
31 Management Services. . . . . . . . . . . . . Item 31
32 Undertakings. . . . . . . . . . . . . . . . Item 32
PART C
Other Information
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
Part A - N/A
Part B - N/A
(b) Exhibits:
(1) Declaration of Trust.
(a) Declaration of Trust incorporated into this filing
by reference to the initial registration statement
on Form N-1A filed on October 24, 1997.
(2) By-Laws.
(a) By-Laws incorporated into this filing by reference
to the initial registration statement on Form N-1A
filed on October 24, 1997.
(3) Voting Trust Agreement. Inapplicable.
(4) Copies of All Instruments Defining the Rights of Holders.
(a) Declaration of Trust. Declaration of Trust (October
1997) incorporated into this filing by reference to
the initial registration statement on Form N-1A
filed on October 24, 1997.
(b) By-Laws. By-Laws incorporated into this filing by
reference to the initial registration statement on
Form N-1A filed on October 24, 1997.
(5) Asset Allocation Agreement.
(a) Executed Asset Allocation Agreement (December 18,
1997) between Delaware Management Company, Inc. and
the Registrant on behalf of the Balanced Portfolio
incorporated into this filing by reference to Pre-
Effective Amendment No. 1 filed on December 30,
1997.
(b) Executed Asset Allocation Agreement (December 18,
1997) between Delaware Management Company, Inc. and
the Registrant on behalf of the Growth Portfolio
incorporated into this filing by reference to Pre-
Effective Amendment No. 1 filed on December 30,
1997.
(c) Executed Asset Allocation Agreement (December 18,
1997) between Delaware Management Company, Inc. and
the Registrant on behalf of the Income Portfolio
incorporated into this filing by reference to Pre-
Effective Amendment No. 1 filed on December 30,
1997.
(d) Form of Asset Allocation Agreement (1998) between
Delaware Management Company and the Registrant on
behalf of The Asset Allocation Portfolio attached as
Exhibit.
(6) (a) Distribution Agreement. Executed Distribution
Agreement (December 18, 1997) between Delaware
Distributors, L.P. and the Registrant on behalf of
the Balanced Portfolio incorporated into this filing
by reference to Pre-Effective Amendment No. 1 filed
on December 30, 1997.
(b) Executed Distribution Agreement (December 18, 1997)
between Delaware Distributors, L.P. and the
Registrant on behalf of the Growth Portfolio
incorporated into this filing by reference to Pre-
Effective Amendment No. 1 filed on December 30,
1997.
(c) Executed Distribution Agreement (December 18, 1997)
between Delaware Distributors, L.P. and the
Registrant on behalf of the Income Portfolio
incorporated into this filing by reference to Pre-
Effective Amendment No. 1 filed on December 30,
1997.
(d) Form of Distribution Agreement (1998) between
Delaware Distributors, L.P.and the Registrant on
behalf of The Asset Allocation Portfolio attached as
Exhibit.
(e) Administration and Service Agreement. Form of
Administration and Service Agreement (as amended
November 1995) (Module) incorporated into this
filing by reference to the initial registration
statement on Form N-1A filed on October 24, 1997.
(f) Dealer's Agreement. Dealer's Agreement (as amended
November 1995)(Module) incorporated into this filing
by reference to the initial registration statement
on Form N-1A filed on October 24, 1997.
(g) Mutual Fund Agreement for the Delaware Group of
Funds (as amended November 1995) (Module)
incorporated into this filing by reference to the
initial registration statement on Form N-1A filed on
October 24, 1997.
(7) Bonus, Profit Sharing, Pension Contracts.
(a) Amended and Restated Profit Sharing Plan (November
17, 1994) (Module) incorporated into this filing by
reference to the initial registration statement on
Form N-1A filed on October 24, 1997.
(b) Amendment to Profit Sharing Plan (December 21, 1995)
(Module) incorporated into this filing by reference
to the initial registration statement on Form N-1A
filed on October 24, 1997.
(8) Custodian Agreement.
(a) Custodian Agreement (Module) with The Chase
Manhattan Bank incorporated into this filing by
reference to the initial registration statement on
Form N-1A filed on October 24, 1997
(i) Letter to add the Income Portfolio, the Balanced
Portfolio and the Growth Portfolio to the
Custodian Agreement with The Chase Manhattan
Bank to be filed by amendment.
(ii) Form of Letter to add The Asset Allocation
Portfolio to the Custodian Agreement with The
Chase Manhattan Bank attached as Exhibit.
(9) Other Material Contracts.
(a) Executed Shareholders Services Agreement (December
18, 1997) between Delaware Service Company, Inc. and
the Registrant on behalf of the Income Portfolio,
Balanced Portfolio and Growth Portfolio incorporated
into this filing by reference to Pre-Effective
Amendment No. 1 filed on December 30, 1997.
(b) Form of Shareholder Services Agreement (1998)
between Delaware Service Company, Inc. and the
Registrant on behalf of The Asset Allocation
Portfolio attached as Exhibit.
(c) Executed Fund Accounting Agreement (Module) (August
19, 1996) with Delaware Service Company, Inc.
incorporated into this filing by reference to the
initial registration statement on Form N-1A filed on
October 24, 1997.
(i) Executed Amendment No. 8 to Delaware Group of
Funds Fund Accounting Agreement attached as
Exhibit.
(ii)Form of Amendment No. 9 to Delaware Group of
Funds Fund Accounting Agreement attached as
Exhibit.
(iii)Form of Amendment No. 10 to Delaware Group of
Funds Fund Accounting Agreement attached as
Exhibit.
(10) Opinion of Counsel. Incorporated into this filing by
reference to Post-Effective Amendment No. 1 filed on
December 30, 1997.
(11) Consent of Auditors. Inapplicable.
(12) Inapplicable.
(13) Subscription Agreement. Incorporated into this filing by
reference to Post-Effective Amendment No. 2 filed January
21, 1998.
(14) Inapplicable.
(15) Plans under Rule 12b-1.
(a) Executed Plan under Rule 12b-1 for Class A of
Balanced Portfolio incorporated into this filing by
reference to Pre-Effective Amendment No. 1 filed on
December 30, 1997.
(b) Executed Plan under Rule 12b-1 for Class B of
Balanced Portfolio incorporated into this filing by
reference to Pre-Effective Amendment No. 1 filed on
December 30, 1997.
(c) Executed Plan under Rule 12b-1 for Class C of
Balanced Portfolio incorporated into this filing by
reference to Pre-Effective Amendment No. 1 filed on
December 30, 1997.
(d) Executed Plan under Rule 12b-1 for Class A of Growth
Portfolio incorporated into this filing by reference
to Pre-Effective Amendment No. 1 filed on December
30, 1997.
(e) Executed Plan under Rule 12b-1 for Class B of Growth
Portfolio incorporated into this filing by reference
to Pre-Effective Amendment No. 1 filed on December
30, 1997.
(f) Executed Plan under Rule 12b-1 for Class C of Growth
Portfolio incorporated into this filing by reference
to Pre-Effective Amendment No. 1 filed on December
30, 1997.
(g) Executed Plan under Rule 12b-1 for Class A of Income
Portfolio incorporated into this filing by reference
to Pre-Effective Amendment No. 1 filed on December
30, 1997.
(h) Executed Plan under Rule 12b-1 for Class B of Income
Portfolio incorporated into this filing by reference
to Pre-Effective Amendment No. 1 filed on December
30, 1997.
(i) Executed Plan under Rule 12b-1 for Class C of Income
Portfolio incorporated into this filing by reference
to Pre-Effective Amendment No. 1 filed on December
30, 1997.
(16) Schedules of Computation for each Performance Quotation.
Inapplicable.
(17) Financial Data Schedules. Inapplicable.
(18) Plan Under Rule 18f-3. Incorporated into this filing by
reference to the initial registration statement on Form
N-1A filed on October 24, 1997.
(a) Amended Appendix A to Plan under Rule 18f-3
incorporated into this filing by reference to Pre-
Effective Amendment No. 1 filed on December 30,
1997.
(19) Other: Trustees' Power of Attorney. Attached as
Exhibit.
Item 25. Persons Controlled by or under Common Control with Registrant.
None.
Item 26. Number of Holders of Securities. None.
Item 27. Indemnification. Incorporated into this filing by reference to the
initial registration statement on Form N-1A filed on October 24,
1997.
Item 28. Business and Other Connections of Investment Adviser.
Incorporated into this filing by reference to Item 28a of Part C in
Post-Effective Amendment No. 22 to the Registration Statement of
Delaware Pooled Trust, Inc. filed June 16, 1998.
Item 29. Principal Underwriters.
Incorporated into this filing by reference to Item 29 of Part C in
Post-Effective Amendment No. 22 to the Registration Statement of
Delaware Pooled Trust, Inc. filed June 16, 1998.
Item 30. Location of Accounts and Records.
All accounts and records are maintained in Philadelphia at 1818
Market Street, Philadelphia, PA 19103 or One Commerce Square,
Philadelphia, PA 19103.
Item 31. Management Services. None.
Item 32. Undertakings.
(a) Not Applicable.
(b) Not Applicable.
(c) The Registrant hereby undertakes to furnish each person to whom
a prospectus is delivered with a copy of the Registrant's
annual report to shareholders, upon request and without charge.
(d) The Registrant hereby undertakes to promptly call a meeting of
shareholders for the purpose of voting upon the question of
removal of any trustee when requested in writing to do so by
the record holders of not less than 10% of the outstanding
shares.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, this Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in this City of Philadelphia and Commonwealth of Pennsylvania on
this 15th day of June, 1998.
DELAWARE GROUP FOUNDATION FUNDS
By /s/ Wayne A. Stork
Wayne A. Stork
Chairman
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
and on the dates indicated:
Signature Title Date
/s/Wayne A. Stork Chairman of the Board June 15, 1998
Wayne A. Stork and Trustee
Executive Vice President/
Chief Operating Officer/
Chief Financial Officer
(Principal Financial Officer and
/s/David K. Downes Principal Accounting Officer) June 15, 1998
David K. Downes
/s/Jeffrey J. Nick Trustee June 15, 1998
Jeffrey J. Nick
/s/Charles E. Peck Trustee June 15, 1998
Charles E. Peck
/s/Thomas F. Madison Trustee June 15, 1998
Thomas F. Madison
/s/John H. Durham Trustee June 15, 1998
John H. Durham
/s/Ann R. Leven Trustee June 15, 1998
Ann R. Leven
/s/Walter P. Babich Trustee June 15, 1998
Walter P. Babich
/s/Anthony D. Knerr Trustee June 15, 1998
Anthony D. Knerr
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Exhibits
to
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INDEX TO EXHIBITS
Exhibit No. Exhibit
EX-99.B5D Form of Asset Allocation Agreement (1998) between
Delaware Management Company and the Registrant on behalf
of The Asset Allocation Portfolio
EX-99.B6D Form of Distribution Agreement (1998) between Delaware
Distributors, L.P. and the Registrant on behalf of The
Asset Allocation Portfolio
EX-99.B8AII Form of Letter to add The Asset Allocation Portfolio to
the Custodian Agreement with The Chase Manhattan Bank
EX-99.B9B Form of First Amended and Restated Shareholders
Services Agreement (1998) between Delaware
Service Company, Inc. and the Registrant
EX-99.B9CI Executed Amendment No. 8 to Delaware Group of Funds Fund
Accounting Agreement
EX-99.B9CII Form of Amendment No. 9 to Delaware Group of Funds Fund
Accounting Agreement
EX-99.B9CIII Form of Amendment No. 10 to Delaware Group of Funds Fund
Accounting Agreement
EX-99.B19 Power of Attorney
EX-99.B5D
Exhibit 24 (b)(5)(d)
DELAWARE GROUP FOUNDATION FUNDS
THE ASSET ALLOCATION PORTFOLIO
ASSET ALLOCATION AGREEMENT
AGREEMENT, made by and between DELAWARE GROUP FOUNDATION
FUNDS (the "Fund"), a Delaware business trust, for the The
Asset Allocation Portfolio (the "Series"), and DELAWARE
MANAGEMENT COMPANY, a Delaware business trust (the "Investment
Manager"), a series of Delaware Management Business Trust, a
Delaware business trust.
W I T N E S S E T H:
WHEREAS, the Fund has been organized and operates as an
investment company registered under the Investment Company Act
of 1940 and engages in the business of investing and
reinvesting its assets in securities; and
WHEREAS, the Investment Manager is a registered Investment
Adviser under the Investment Advisers Act of 1940 and engages
in the business of providing investment management services.
NOW, THEREFORE, in consideration of the mutual covenants
herein contained, and each of the parties hereto intending to
be legally bound, it is agreed as follows:
1. The Fund hereby employs the Investment Manager to
manage the investment and reinvestment of the Series' assets
and to administer its affairs, subject to the direction of the
Board and officers of the Fund for the period and on the terms
hereinafter set forth. The Investment Manager hereby accepts
such employment and agrees during such period to render the
services and assume the obligations herein set forth for the
compensation herein provided. The Investment Manager shall, for
all purposes herein, be deemed to be an independent contractor,
and shall, unless otherwise expressly provided and authorized,
have no authority to act for or represent the Fund in any way,
or in any way be deemed an agent of the Fund. The Investment
Manager shall regularly make decisions as to what securities to
purchase and sell on behalf of the Series, shall effect the
purchase and sale of investments in furtherance of the Series'
objectives and policies, and shall furnish the Board of
Trustees of the Fund with such information and reports
regarding the Series' investments as the Investment Manager
deems appropriate or as the Trustees of the Fund may reasonably
request.
2. The Fund shall conduct its own business and affairs
and shall bear the expenses and salaries necessary and
incidental thereto including, but not in limitation of the
foregoing, the costs incurred in: the maintenance of its
corporate existence; the maintenance of its own books, records
and procedures; dealing with its own shareholders; the payment
of dividends; transfer of stock, including issuance, redemption
and repurchase of shares; preparation of share certificates;
reports and notices to shareholders; calling and holding of
shareholders' meetings; miscellaneous office expenses;
brokerage commissions; custodian fees; legal and accounting
fees; taxes; and federal and state registration fees. The
Series shall bear all of its own organizational costs.
Directors, officers and employees of the Investment
Manager may be directors, officers and employees of the funds
of which Delaware Management Company, Inc. is Investment
Manager. Directors, officers and employees of the Investment
Manager who are directors, officers and/or employees of the
funds shall not receive any compensation from the funds for
acting in such dual capacity.
In the conduct of the respective businesses of the
parties hereto and in the performance of this Agreement, the
Fund and Investment Manager may share facilities common to
each, with appropriate proration of expenses between them.
3. (a) The Fund shall place and execute its own orders
for the purchase and sale of domestic portfolio securities with
broker/dealers. Subject to the primary objective of obtaining
the best available prices and execution, the Fund will place
orders for the purchase and sale of portfolio securities with
such broker/dealers selected from among those designated from
time to time by the Investment Manager, who provide
statistical, factual and financial information and services to
the Fund, to the Investment Manager, or to any other fund for
which the Investment Manager provides investment advisory
services and/or with broker/dealers who sell shares of the Fund
or who sell shares of any other fund for which the Investment
Manager provides investment advisory services. Broker/dealers
who sell shares of the funds of which Delaware Management
Company, Inc. or Delaware International Advisers Ltd. is
investment manager, shall only receive orders for the purchase
or sale of portfolio securities to the extent that the placing
of such orders is in compliance with the Rules of the
Securities and Exchange Commission and the National Association
of Securities Dealers, Inc.
(b) Notwithstanding the provisions of subparagraph
(a) above and subject to such policies and procedures as may be
adopted by the Board of Trustees and officers of the Fund, the
Investment Manager may ask the Fund, and the Fund may agree, to
pay a member of an exchange, broker or dealer an amount of
commission for effecting a securities transaction in excess of
the amount of commission another member of an exchange, broker
or dealer would have charged for effecting that transaction, in
such instances where it, and the Investment Manager, have
determined in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and
research services provided by such member, broker or dealer,
viewed in terms of either that particular transaction or the
Investment Manager's overall responsibilities with respect to
the Fund and to other funds or other advisory accounts for
which the Investment Manager exercises investment discretion.
4. As compensation for the services to be rendered to
the Fund by the Investment Manager under the provisions of this
Agreement, the Fund shall pay to the Investment Manager monthly
from the Series' assets a fee at an annual rate of ____% of the
Series' average daily net assets.
If this Agreement is terminated prior to the end of
any calendar month, the management fee shall be prorated for
the portion of any month in which this Agreement is in effect
according to the proportion which the number of calendar days
during which the Agreement is in effect bears to the number of
calendar days in the month, and shall be payable within 10 days
after the date of termination.
5. The Investment Manager may, at its expense, select
and contract with one or more registered investment advisers
(the "Sub-Adviser") for the Fund to perform some or all of the
services for the Series for which it is responsible under this
Agreement. Notwithstanding Paragraph 3 hereof, such Sub-Adviser
may be responsible for executing orders for the purchase and
sale of foreign portfolio securities. The Investment Manager
will compensate any Sub-Adviser for its services to the Fund.
The Investment Manager may terminate the services of any Sub-
Adviser at any time in its sole discretion, and shall at such
time assume the responsibilities of such Sub-Adviser unless and
until a successor Sub-Adviser is selected.
6. The services to be rendered by the Investment Manager
to the Fund under the provisions of this Agreement are not to
be deemed to be exclusive, and the Investment Manager shall be
free to render similar or different services to others so long
as its ability to render the services provided for in this
Agreement shall not be impaired thereby.
7. The Investment Manager, its directors, officers,
employees, agents and shareholders may engage in other
businesses, may render investment advisory services to other
investment companies, or to any other corporation, association,
firm or individual, and may render underwriting services to the
Fund or to any other investment company, corporation,
association, firm or individual.
8. In the absence of willful misfeasance, bad faith,
gross negligence, or a reckless disregard of the performance of
duties of the Investment Manager to the Fund, the Investment
Manager shall not be subject to liabilities to the Fund or to
any shareholder of the Fund for any action or omission in the
course of, or connected with, rendering services hereunder or
for any losses that may be sustained in the purchase, holding
or sale of any security, or otherwise.
9. This Agreement shall be executed and become effective
as of the date written below. It shall continue in effect for a
period of two years from such date and may be renewed
thereafter only so long as such renewal and continuance is
specifically approved at least annually by the Board of
Trustees of the Fund or by vote of a majority of the
outstanding voting securities of the Series and only if the
terms and the renewal hereof have been approved by the vote of
a majority of the Trustees of the Fund who are not parties
hereto or interested persons of any such party, cast in person
at a meeting called for the purpose of voting on such approval.
Notwithstanding the foregoing, this Agreement may be terminated
by the Fund at any time, without the payment of a penalty, on
sixty days' written notice to the Investment Manager of the
Fund's intention to do so, pursuant to action by the Board of
Trustees of the Fund or pursuant to vote of a majority of the
outstanding voting securities of the Series. The Investment
Manager may terminate this Agreement at any time, without the
payment of penalty, on sixty days' written notice to the Fund
of its intention to do so. Upon termination of this Agreement,
the obligations of all the parties hereunder shall cease and
terminate as of the date of such termination, except for any
obligation to respond for a breach of this Agreement committed
prior to such termination, and except for the obligation of the
Fund to pay to the Investment Manager the fee provided in
paragraph 4 hereof, prorated to the date of termination. This
Agreement shall automatically terminate in the event of its
assignment.
10. This Agreement shall extend to and bind the heirs,
executors, administrators and successors of the parties hereto.
11. For the purposes of this Agreement, the terms "vote
of a majority of the outstanding voting securities;"
"interested persons;" and "assignment" shall have the meanings
defined in the
Investment Company Act of 1940.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement by having it signed by their duly authorized
officers as of the _____day of _______, 1998.
DELAWARE GROUP FOUNDATION FUNDS
for THE ASSET ALLOCATION PORTFOLIO
By:
Name: David K. Downes
Title: Executive Vice President, Chief
Operating Officer and Chief
Financial Officer
Attest: __________________________________
Name: Michael D. Mabry
Title: Assistant Vice President,
Assistant Secretary
and Senior Counsel
DELAWARE MANAGEMENT COMPANY, INC.
By:
Name: Wayne A. Stork
Title: Chairman, President, Chief Executive Officer
and Chief Investment Officer
Attest:
Name: Michael D. Mabry
Title: Assistant Vice President,
Assistant Secretary
and Senior Counsel
EX-99.B6D
Exhibit 24 (b)(6)(d)
DELAWARE GROUP FOUNDATION FUNDS
THE ASSET ALLOCATION PORTFOLIO
DISTRIBUTION AGREEMENT
Agreement made as of this ____day of _______, 1998 by and
between DELAWARE GROUP FOUNDATION FUNDS, a Delaware busuiness
trust (the "Fund") for THE ASSET ALLOCATION PORTFOLIO (the
"Portfolio"), and DELAWARE DISTRIBUTORS, L.P. (the
"Distributor"), a Delaware limited partnership.
WITNESSETH
WHEREAS, the Fund is a series investment company regulated
by Federal and State regulatory bodies, and
WHEREAS, the Distributor is engaged in the business of
promoting the distribution of the securities of investment
companies and, in connection therewith and acting solely as
agent for such investment companies and not as principal,
advertising, promoting, offering and selling their securities
to the public, and
WHEREAS, the Fund desires to distribute its Portfolio
securities (collectively, the "shares") with the assistance of
the Distributor as underwriter,
NOW, THEREFORE, the parties hereto, intending to be
legally bound hereby, agree as follows:
1. The Fund hereby engages the Distributor to promote
the distribution of Portfolio shares and, in
connection therewith and as agent for the Fund and
not as principal, to advertise, promote, offer and
sell Portfolio shares to the classes of investors
described in the Portfolio's Prospectus, as such may
be amended from time to time.
2. The Distributor agrees to serve as distributor of
Portfolio shares and, as agent for the Fund and not
as principal, to advertise, promote and use its best
efforts to sell Portfolio shares wherever their sale
is legal, either through dealers or otherwise, in
such manner, not inconsistent with the law and the
provisions of this Agreement and the Fund's
Registration Statement under the Securities Act of
1933 and the Prospectus contained therein as may be
determined by the Fund from time to time. The
Distributor will bear all costs of financing any
activity which is primarily intended to result in the
sale of Portfolio shares, including, but not
necessarily limited to, advertising, compensation of
underwriters, dealers and sales personnel, the
printing and mailing of sales literature and
distribution of Portfolio shares.
3. (a) The Fund agrees to make available for sale by
the Fund through the Distributor all or such
part of the authorized but unissued Portfolio
shares as the Distributor shall require from
time to time, all subject to the further
provisions of this Agreement, and except with
the Distributor's written consent or as provided
in Paragraph 3(b) hereof, it will not sell
Portfolio shares other than through the efforts
of the Distributor.
(b) The Fund reserves the right from time to time
(1) to sell and issue shares other than for
cash; (2) to issue shares in exchange for
substantially all of the assets of any
corporation or trust, or in exchange for shares
of any corporation or trust; (3) to pay stock
dividends to its shareholders, or to pay
dividends in cash or stock at the option of its
shareholders, or to sell stock to existing
shareholders to the extent of dividends payable
from time to time in cash, or to split up or
combine its outstanding shares of common stock;
(4) to offer shares for cash to its shareholders
as a whole, by the use of transferable rights or
otherwise, and to sell and issue shares pursuant
to such offers; and (5) to act as its own
distributor in any jurisdiction where the
Distributor is not registered as a broker-
dealer.
4. The Fund warrants the following:
(a) The Fund is, or will be, a properly registered
investment company, and any and all Portfolio
shares which it will sell through the
Distributor are, or will be, properly registered
with the Securities and Exchange Commission
("SEC").
(b) The provisions of this Agreement do not violate
the terms of any instrument by which the Fund is
bound, nor do they violate any law or regulation
of any body having jurisdiction over the Fund or
its property.
5. (a) The Fund will supply to the Distributor a
conformed copy of the Registration Statement,
all amendments thereto, all exhibits, and each
Prospectus.
(b) The Fund will register or qualify Portfolio
shares for sales in such states as is deemed
desirable.
(c) The Fund, without expense to the Distributor,
(1) will give and continue to give such
financial statements and other information
as may be required by the SEC or the proper
public bodies of the states in which the
shares may be qualified;
(2) from time to time, will furnish the
Distributor as soon as reasonably
practicable the following information: (a)
true copies of its periodic reports to
shareholders, and unaudited quarterly
balance sheets and income statements for
the period from the beginning of the then
current fiscal year to such balance sheet
dates; and (b) a profit and loss statement
and a balance sheet at the end of each
fiscal half year accompanied by a copy of
the certificate or report thereon of an
independent public accountant (who may be
the regular accountant for the Fund),
provided that in lieu of furnishing at the
end of any fiscal half year a statement of
profit and loss and a balance sheet
certified by an independent public
accountant as above required, the Fund may
furnish a true copy of its detailed
semi-annual report to its shareholders;
(3) will promptly advise the Distributor in
person or by telephone or telegraph, and
promptly confirm such advice in writing,
(a) when any amendment or supplement to the
Registration Statement becomes effective,
(b) of any request by the SEC for
amendments or supplements to the
Registration Statement or the Prospectus or
for additional information, and (c) of the
issuance by the SEC of any Stop Order
suspending the effectiveness of the
Registration Statement, or the initiation
of any proceedings for that purpose;
(4) if at any time the SEC shall issue any Stop
Order suspending the effectiveness of the
Registration Statement, will make every
reasonable effort to obtain the lifting of
such order at the earliest possible moment;
(5) will from time to time, use its best
efforts to keep a sufficient supply of
Portfolio shares authorized, any increases
being subject to the approval of
shareholders, as may be required;
(6) before filing any further amendment to the
Registration Statement or to the
Prospectus, will furnish the Distributor
copies of the proposed amendment and will
not, at any time, whether before or after
the effective date of the Registration
Statement, file any amendment to the
Registration Statement or supplement to the
Prospectus of which the Distributor shall
not previously have been advised or to
which the Distributor shall reasonably
object (based upon the accuracy or
completeness thereof) in writing;
(7) will continue to make available to its
shareholders (and forward copies to the
Distributor) such periodic, interim and any
other reports as are now, or as hereafter
may be, required by the provisions of the
Investment Company Act of 1940; and
(8) will, for the purpose of computing the
offering price of Portfolio shares, advise
the Distributor within one hour after the
close of the New York Stock Exchange (or as
soon as practicable thereafter) on each
business day upon which the New York Stock
Exchange may be open of the net asset value
per share of Portfolio shares of common
stock outstanding, determined in accordance
with any applicable provisions of law and
the provisions of the Articles of
Incorporation, as amended, of the Fund as
of the close of business on such business
day. In the event that prices are to be
calculated more than once daily, the Fund
will promptly advise the Distributor of the
time of each calculation and the price
computed at each such time.
6. The Distributor agrees to submit to the Fund, prior
to its use, the form of all sales literature proposed
to be generally disseminated by or for the
Distributor on behalf of the Fund, all advertisements
proposed to be used by the Distributor, and all sales
literature or advertisements prepared by or for the
Distributor for such dissemination or for use by
others in connection with the sale of Portfolio
shares. The Distributor also agrees that the
Distributor will submit such sales literature and
advertisements to the NASD, SEC or other regulatory
agency as from time to time may be appropriate,
considering practices then current in the industry.
The Distributor agrees not to use or to permit others
to use such sales literature or advertisements
without the written consent of the Fund if any
regulatory agency expresses objection thereto or if
the Fund delivers to the Distributor a written
objection thereto.
7. The purchase price of each share sold hereunder shall
be the net asset value per share of Portfolio shares
outstanding, determined by the Fund in accordance
with any applicable provision of law, the provisions
of its Articles of Incorporation and the Conduct
Rules of the National Association of Securities
Dealers, Inc.
8. The responsibility of the Distributor hereunder shall
be limited to the promotion of sales of Portfolio
shares. The Distributor shall undertake to promote
such sales solely as agent of the Fund, and shall not
purchase or sell such shares as principal. Orders
for Portfolio shares and payment for such orders
shall be directed to the Fund for acceptance or to
the Fund's agent, Delaware Service Company, Inc.
("DSC") for acceptance on behalf of the Fund. The
Distributor is not empowered to approve orders for
sales of Portfolio shares or accept payment for such
orders. Sales of Portfolio shares shall be deemed to
be made when and where accepted by the Fund or by DSC
on behalf of the Fund.
9. With respect to the apportionment of costs between
the Fund and the Distributor of activities with which
both are concerned, the following will apply:
(a) The Fund and the Distributor will cooperate in
preparing the Registration Statements, the
Prospectus, and all amendments, supplements and
replacements thereto. The Fund will pay all
costs incurred in the preparation of the Fund's
registration statement, including typesetting,
the costs incurred in printing and mailing
prospectuses to its own shareholders and fees
and expenses of counsel and accountants.
(b) The Distributor will pay the costs incurred in
printing and mailing copies of prospectuses to
prospective investors.
(c) The Distributor will pay advertising and
promotional expenses, including the costs of
literature sent to prospective investors.
(d) The Fund will pay the costs and fees incurred in
registering Portfolio shares with the various
states and with the SEC.
(e) The Distributor will pay the costs of any
additional copies of the Fund reports and other
Fund literature supplied to the Distributor by
the Fund for sales promotion purposes.
10. The Distributor may engage in other business,
provided such other business does not interfere with
the performance by the Distributor of its obligations
under this Agreement. The Distributor may serve as
distributor for and promote the distribution of and
sell and offer for sale the securities of other
investment companies.
11. The Fund agrees to indemnify, defend and hold
harmless from the assets of the Portfolio, the
Distributor and each person, if any, who controls the
Distributor within the meaning of Section 15 of the
Securities Act of 1933, from and against any and all
losses, damages, or liabilities to which, jointly or
severally, the Distributor or such controlling person
may become subject, insofar as the losses, damages or
liabilities arise out of the performance of its
duties hereunder, except that the Fund shall not be
liable for indemnification of the Distributor or any
controlling person thereof for any liability to the
Fund or its security holders to which they would
otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the
performance of their duties hereunder or by reason of
their reckless disregard of their obligations and
duties under this Agreement.
12. Copies of financial reports, registration statements
and prospectuses, as well as demands, notices,
requests, consents, waivers, and other communications
in writing which it may be necessary or desirable for
either party to deliver or furnish to the other will
be duly delivered or furnished, if delivered to such
party at its address shown below during regular
business hours, or if sent to that party by
registered mail or by prepaid telegram filed with an
office or with an agent of Western Union, in all
cases within the time or times herein prescribed,
addressed to the recipient at 1818 Market Street,
Philadelphia, Pennsylvania 19103, or at such other
address as the Fund or the Distributor may designate
in writing and furnish to the other.
13. This Agreement shall not be assigned, as that term is
defined in the Investment Company Act of 1940, by the
Distributor and shall terminate automatically in the
event of its attempted assignment by the Distributor.
This Agreement shall not be assigned by the Fund
without the written consent of the Distributor signed
by its duly authorized officers and delivered to the
Fund. Except as specifically provided in the
indemnification provisions contained in Paragraph 11
hereof, this Agreement and all conditions and
provisions hereof are for the sole and exclusive
benefit of the parties hereto and their legal
successors and no express or implied provision of
this Agreement is intended or shall be construed to
give any person other than the parties hereto and
their legal successors, any legal or equitable right,
remedy or claim under or in respect of this Agreement
or any provisions herein contained. The Distributor
shall look only to the assets of the Portfolio to
meet the obligations of, or claims against, the Fund
under this Agreement and not to the holder of any
share of the Fund.
14. (a) This Agreement shall remain in force for a
period of two years from the date of this
Agreement and from year to year thereafter, but
only so long as such continuance is specifically
approved at least annually by the Board of
Directors or by vote of a majority of the
outstanding voting securities of the Portfolio
and only if the terms and the renewal thereof
have been approved by the vote of a majority of
the Directors of the Fund, who are not parties
hereto or interested persons of any such party,
cast in person at a meeting called for the
purpose of voting on such approval.
(b) The Distributor may terminate this Agreement on
written notice to the Fund at any time in case
the effectiveness of the Registration Statement
shall be suspended, or in case Stop Order
proceedings are initiated by the SEC in respect
of the Registration Statement and such
proceedings are not withdrawn or terminated
within thirty days. The Distributor may also
terminate this Agreement at any time by giving
the Fund written notice of its intention to
terminate it at the expiration of three months
from the date of delivery of such written notice
of intention to the Fund.
(c) The Fund may terminate this Agreement at any
time on at least thirty days prior written
notice to the Distributor (1) if proceedings are
commenced by the Distributor or any of its
partners for the Distributor's liquidation or
dissolution or the winding up of the
Distributor's affairs; (2) if a receiver or
trustee of the Distributor or any of its
property is appointed and such appointment is
not vacated within thirty days thereafter; (3)
if, due to any action by or before any court or
any federal or state commission, regulatory
body, or administrative agency or other
governmental body, the Distributor shall be
prevented from selling securities in the United
States or because of any action or conduct on
the Distributor's part, sales of Portfolio
shares are not qualified for sale. The Fund may
also terminate this Agreement at any time upon
prior written notice to the Distributor of its
intention to so terminate at the expiration of
three months from the date of the delivery of
such written notice to the Distributor.
15. The validity, interpretation and construction of this
Agreement, and of each part hereof, will be governed
by the laws of the Commonwealth of Pennsylvania.
16. In the event any provision of this Agreement is
determined to be void or unenforceable, such
determination shall not affect the remainder of the
Agreement, which shall continue to be in force.
DELAWARE DISTRIBUTORS, L.P.
By: DELAWARE DISTRIBUTORS, INC.,
General Partner
By:________________________________
Name: Bruce D. Barton
Title: President and Chief Executive Officer
Attest:____________________________
Name: David P. O'Connor
Title: Assistant Vice President
Assistant Secretary
DELAWARE GROUP FOUNDATION FUNDS
for THE ASSET ALLOCATION
PORTFOLIO
By:________________________________
Name: David K. Downes
Title: Executive Vice President
Chief Operating Officer
Chief Financial Officer
Attest:___________________________
Name: Eric E. Miller
Title: Vice President
Assistant Secretary
EX-99.B8AII
Exhibit 24 (b)(8)(a)(ii)
As of , 1998
VIA UPS OVERNIGHT
The Chase Manhattan Bank
4 Chase MetroTech Center
Brooklyn, New York 11245
Attention: Global Custody Division
Re: Global Custody Agreement, Effective May 1, 1996
between The Chase Manhattan Bank and those registered
investment companies (and on behalf of certain series
thereof), listed on Schedule A attached thereto
("Agreement")
Ladies and Gentlemen:
Pursuant to the provisions of Section 1 of the Agreement, the
undersigned, on behalf of Delaware Group Foundation Funds for the
benefit of The Asset Allocation Portfolio (the "Portfolio")
hereby appoints The Chase Manhattan Bank to provide custodial
services for the Portfolio under and in accordance with the terms
of the Agreement and accordingly, requests that the Portfolio be
added to Schedule A to the Agreement effective ___________,
1998. Kindly acknowledge your agreement to provide such services
and to add the Portfolio to Schedule A by signing in the space
provided below.
DELAWARE POOLED TRUST, INC.
on behalf of The Asset Allocation Portfolio
By:_________________________________
David K. Downes
Its: Executive Vice President
Chief Operating Officer
Chief Financial Officer
AGREED:
THE CHASE MANHATTAN BANK
By:__________________________
Its:_________________________
EX-99.B9B
Exhibit 24(b)(9)(b)
DELAWARE GROUP FOUNDATION FUNDS
FIRST AMENDED AND RESTATED SHAREHOLDERS SERVICES AGREEMENT
THIS AGREEMENT, made as of this _____day of _______, 1998
by and between DELAWARE GROUP FOUNDATION FUNDS (the "Fund"), a
Delaware business trust, for the Foundation Income Portfolio,
Foundation Balanced Portfolio, Foundation Growth Portfolio
series and The Asset Allocation Portfolio(collectively "the
Series"), and DELAWARE SERVICE COMPANY, INC. ("DSC"), a
Delaware Corporation, each having its principal office and
place of business at 1818 Market Street, Philadelphia,
Pennsylvania 19103.
W I T N E S S E T H:
WHEREAS, the Investment Management Agreements between the
Fund and Delaware Management Company, Inc. provide that the
Fund shall conduct its own business and affairs and shall bear
the expenses and salaries necessary and incidental thereto
including, but not in limitation of the foregoing, the costs
incurred in: the maintenance of its corporate existence; the
maintenance of its own books, records and procedures; dealing
with its own shareholders; the payment of dividends; transfers
of stock, including issuance and redemption of shares; reports
and notices to stockholders; calling and holding of stockholder
meetings; miscellaneous office expenses; brokerage commissions;
legal and accounting fees; taxes; and federal and state
registration fees; and
WHEREAS, the Fund and DSC desire to have a written
agreement concerning the performance of the foregoing services
and providing compensation therefor.
WHEREAS, the Fund and DSC wish to amend the Agreement to
add The Asset Allocation Porfolio;
NOW, THEREFORE, in consideration of the mutual covenants
hereinafter set forth, and intending legally to be bound, it is
agreed:
I. APPOINTMENT AS AGENT
1.1 The Fund hereby appoints DSC Shareholder Services
Agent for the Series to provide as agent for the Fund services
as Transfer Agent, Dividend Disbursing Agent and Shareholder
Servicing Agent and DSC hereby accepts such appointment and
agrees to provide the Fund, as its agent, the services
described herein.
1.2 The Fund shall pay DSC and DSC shall accept, for the
services provided hereunder, the compensation provided for in
Section VIII hereof. The Fund also shall reimburse DSC for
expenses incurred or advanced by it for the Fund in connection
with its services hereunder.
II. DOCUMENTATION
2.1 The Fund represents that it has provided or made
available to DSC (or has given DSC an opportunity to examine)
copies of, and DSC represents that it has received from the Fund
(or is otherwise familiar with), the following documents:
(a) The Articles of Incorporation or other documents
evidencing the Fund's form of organization and any current
amendments or supplements thereto.
(b) The By-Laws of the Fund;
(c) Any resolution or other action of the Fund or the
Board of Trustees of the Fund establishing or affecting the
rights, privileges or other status of each class or series of
shares of the Fund, including those relating to the Series or
altering or abolishing each such class or series;
(d) A certified copy of a resolution of the Board of
Trustees of the Fund appointing DSC as Shareholder Services Agent
for the Series and authorizing the execution of this Agreement;
(e) The forms of share certificates of the Series in
the forms approved by the Board of Trustees of the Fund;
(f) A copy of the Fund's currently effective
Prospectuses and Statement of Additional Information under the
Securities Act of 1933, if effective;
(g) Copies of all account application forms and other
documents relating to stockholder accounts in the Series;
(h) Copies of documents relating to Plans of the Fund
for the purchase, sale or repurchase of its shares, including
periodic payment or withdrawal plans, reinvestment plans or
retirement plans;
(i) Any opinion of counsel to the Fund relating to the
authorization and validity of the shares of the Series issued or
proposed to be issued under the law of the State of the Fund's
organization, including the status thereof under any applicable
securities laws;
(j) A certified copy of any resolution of the Board of
Trustees of the Fund authorizing any person to give instructions
to DSC under this Agreement (with a specimen signature of such
person if not already provided), setting forth the scope of such
authority; and
(k) Any amendment, revocation or other documents
altering, adding, qualifying or repealing any document or
authority called for under this Section 2.1.
2.2 The Fund and DSC may consult as to forms or documents
that may be required in performing services hereunder.
2.3 The Fund shall provide or make available to DSC a
certified copy of any resolution of the stockholders or the Board
of Trustees of the Fund providing for a dividend, capital gains
distribution, distribution of capital, stock dividend, stock
split or other similar action affecting the authorization or
issuance of shares of the Fund or the payment of dividends.
2.4 In the case of any recapitalization or other capital
adjustment requiring a change in the form of stock certificates
or the books recording the same, the Fund shall deliver or make
available to DSC:
(a) A certified copy of any document authorizing or
effecting such change;
(b) Written instructions from an authorized officer
implementing such change; and
(c) An opinion of counsel to the Fund as to the
validity of such action, if requested by DSC.
2.5 The Fund warrants the following:
(a) The Fund is, or will be, a properly registered
investment company under the Investment Company Act of 1940 and
any and all Series' shares which it issues will be properly
registered and lawfully issued under applicable federal and state
laws.
(b) The provisions of this contract do not violate the
terms of any instrument by which the Fund is bound; nor do they
violate any law or regulation of any body having jurisdiction
over the Fund or its property.
2.6 DSC warrants the following:
(a) DSC is and will be properly registered as a
transfer agent under the Securities and Exchange Act of 1934 and
is duly authorized to serve, and may lawfully serve as such.
(b) The provisions of this contract do not violate the
terms of any instrument by which DSC is bound; nor do they
violate any law or regulation of any body having jurisdiction
over DSC or its property.
III. STOCK CERTIFICATES
3.1 The Fund shall furnish or authorize DSC to obtain, at
the Fund's expense, a sufficient supply of blank stock
certificates for the Series, and from time to time will replenish
such supply upon the request of DSC. The Fund agrees to
indemnify and exonerate, save and hold DSC harmless, from and
against any and all claims or demands that may be asserted
against DSC concerning the genuineness of any stock certificate
supplied to DSC pursuant to this Section.
3.2 DSC shall safeguard, and shall account to the Fund,
upon its demand for, all such stock certificates: (a) as issued,
showing to whom issued, or (b) as unissued, establishing the
safekeeping, cancellation or destruction thereof.
3.3 The Fund shall promptly inform DSC in writing of any
change in the officers authorized to sign stock certificates or
in the form thereof. If an officer whose manual or facsimile
signature is affixed to any blank share certificate shall die,
resign or be removed prior to the issuance of such certificate,
DSC may nevertheless issue such certificate notwithstanding such
death, resignation or removal, and the Fund shall with respect
thereto promptly provide to DSC any approval, adoption or
ratification as may be required by DSC.
IV. TRANSFER AGENT
4.1 As Transfer Agent for the Fund, DSC shall issue, redeem
and transfer shares of the Series, and, in connection therewith
but not in limitation thereof, it shall:
(a) Upon receipt of authority to issue shares,
determine the total shares to be issued and issue such shares by
crediting shares to accounts created and maintained in the
registration forms provided; as applicable, prepare, issue and
deliver stock certificates.
(b) Upon proper transfer authorization, transfer
shares by debiting transferor-stockholder accounts and crediting
such shares to accounts created and/or maintained for transferee-
stockholders; if applicable, issue and/or cancel stock
certificates.
(c) Upon proper redemption authorization, determine
the total shares redeemed and to be redeemed; determine the total
redemption payments made and to be made; redeem shares by
debiting stockholder accounts; as applicable receive and cancel
stock certificates for shares redeemed; and remit or cause to be
remitted the redemption proceeds to stockholders.
(d) Create and maintain accounts; reconcile and
control cash due and paid, shares issued and to be issued, cash
remitted and to be remitted and shares debited and credited to
accounts; provide such notices, instructions or authorizations as
the Fund may require.
4.2 DSC shall not be required to issue, transfer or redeem
Series' shares upon receipt of DSC from the Fund, or from any
federal or state regulatory agency or authority, written notice
that the issuance, transfer or redemption of Series' shares has
been suspended or discontinued.
V. DIVIDEND DISBURSING AGENT
5.1 As Dividend Disbursing Agent for the Series, DSC shall
disburse and cause to be disbursed to stockholders of each Series
dividends, capital gains distributions or any payments from other
sources as directed by the Fund. In connection therewith, but
not in the limitation thereof, DSC shall:
(a) Calculate the total disbursement due and payable
and the disbursement to each stockholder as to shares owned, in
accordance with the Fund's authorization.
(b) Calculate the total disbursements for each
stockholder, as aforesaid, to be disbursed in cash; prepare and
mail checks therefor.
(c) Calculate the total disbursement for each
stockholder of each Series, as aforesaid, for which Series'
shares are to be issued and authorized and instruct the issuance
of Series' shares therefor in accordance with Section IV hereof.
(d) Prepare and mail or deliver such forms and notices
pertaining to disbursements as required by federal or state
authority.
(e) Create and maintain records, reconcile and control
disbursements to be made and made, both as to cash and shares, as
aforesaid; provide such notices, instruction or authorization as
the Fund may require.
5.2 DSC shall not be required to make any disbursement upon
the receipt of DSC from the Fund, or from any federal or state
agency or authority, written notice that such disbursement shall
not be made.
VI. SHAREHOLDER SERVICING AGENT
6.1 As Shareholder Servicing Agent for the Series, DSC
shall provide those services ancillary to, but in implementation
of, the services provided under Sections I through V hereof, and
those generally defined and accepted as shareholder services. In
connection therewith, but not in limitation thereof, DSC shall:
(a) Except where instructed in writing by the Fund not
to do so, and where in compliance with applicable law, accept
orders on behalf of the Fund; receive and process investments and
applications; remit to the Fund or its custodian payments for
shares acquired and to be issued; and direct the issuance of
shares in accordance with Section IV hereof.
(b) Receive, record and respond to communications of
stockholders and their agents.
(c) As instructed by the Fund, prepare and mail
stockholder account information, mail Series stockholder reports
and Series prospectuses.
(d) Prepare and mail proxies and material for Fund
stockholder meetings,
receive and process proxies from stockholders, and deliver such
proxies as directed by the Fund.
(e) Administer investment plans offered by the Fund to
investors and stockholders of each Series, including retirement
plans, including activities not otherwise provided in Section I
through V of this Agreement.
VII. PERFORMANCE OF DUTIES
7.1 The parties hereto intend that Series stockholders and
their stockholdings shall be confidential, and any information
relating thereto shall be released by DSC only to those persons
or authorities who DSC has reason to believe are authorized to
receive such information; or, as instructed by the Fund.
7.2 DSC may, in performing this Agreement, require the Fund
or the Fund's distributor to provide it with an adequate number
of copies of prospectuses, reports or other documents required to
be furnished to investors or stockholders.
7.3 DSC may request or receive instructions from the Fund
and may, at the Fund's expense, consult with counsel for the Fund
or its own counsel with respect to any matter arising in
connection with the performance of its duties hereunder, and
shall not be liable for any action taken or omitted by it in good
faith in accordance with such instructions or opinions of
counsel.
7.4 DSC shall maintain reasonable insurance coverage for
errors and omissions and reasonable bond coverage for fraud.
7.5 Upon notice thereof to the Fund, DSC may employ others
to provide services to DSC in its performance of this Agreement.
7.6 Personnel and facilities of DSC used to perform
services hereunder may be used to perform similar services to
other funds of the Delaware Group and to others, and may be used
to perform other services for the Fund, the other funds of the
Delaware Group and others.
7.7 DSC shall provide its services as transfer agent
hereunder in accordance with Section 17 of the Securities
Exchange Act of 1934, and the rules and regulations thereunder.
Further, the parties intend that the processes, procedures,
safeguards and controls employed should be those generally
applied and accepted for the type services provided hereunder by
other institutions providing the same or similar services, and,
those which should provide efficient, safe and economical
services so as to promote promptness and accuracy and to maintain
the integrity of the Fund's records.
7.8 The Fund and DSC may, from time to time, set forth in
writing Guidelines For Selective Procedures to be applicable to
the services hereunder.
VIII. COMPENSATION
8.1 The Fund and DSC acknowledge that because DSC has common
ownership and close management ties with the Fund's investment
advisor and the Fund's distributor and serves the other funds of
the Delaware Group (DSC having been originally established to
provide the services hereunder for the funds of the Delaware
Group), advantages and benefits to the Fund in the employment of
DSC hereunder can be available which may not generally be
available to it from others providing similar services.
8.2 The Fund and DSC further acknowledge that the
compensation by the Fund to DSC is intended to induce DSC to
provide services under this Agreement of a nature and quality
which the Board of Trustees of the Fund, including a majority who
are not parties to this Agreement or interested person of the
parties hereto, has determined after due consideration to be
necessary for the conduct of the business of the Fund, in the
best interests of the Fund, the Series and their stockholders.
8.3 Compensation by the Fund to DSC hereunder shall be
determined in accordance with Schedule A hereto as it shall be
amended from time to time as provided for herein and which is
incorporated herein as a part hereof.
8.4 Compensation as provided in Schedule A shall be
reviewed and approved in the manner set forth in Section 10.1
hereof by the Board of Trustees of the Fund at least annually
and may be reviewed and approved more frequently at the request
of either party. The Board may request, and DSC shall provide,
such information as the Board may reasonably require to evaluate
the basis of and approve the compensation.
IX. STANDARD OF CARE
9.1 The Fund acknowledges that DSC shall not be liable for,
and in the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of the performance of its duties
under this Agreement, agrees to indemnify DSC against, any claim
or deficiency arising from the performance of DSC's duties
hereunder, including DSC's costs, counsel fees and expenses
incurred in investigation or defending any such claim or any
administrative or other proceeding, and acknowledges that any
risk of loss or damage arising from the conduct of the Fund's
affairs in accordance herewith or in accordance with Guidelines
or instructions given hereunder, shall be borne by the Fund.
X. CONTRACTUAL STATUS
10.1 This Agreement shall be executed and become effective
on the date first written above if approved by a vote of the
Board of Trustees of the Fund, including an affirmative vote of
a majority of the non-interested members of the Board, cast in
person at a meeting called for the purpose of voting on such
approval. It shall continue in effect for an indeterminate
period, and is subject to termination on sixty (60) days notice
by either party unless earlier terminated or amended by agreement
among the parties. Compensation under this Agreement shall
require approval by a majority vote of the Board of Trustees of
the Fund, including an affirmative vote of the majority of the
non-interested members of the Board cast in person at a meeting
called for the purpose of voting on such approval.
10.2 This Agreement may not be assigned without the approval
of the Fund.
10.3 This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania.
DELAWARE SERVICE COMPANY, INC.
By:
Name: David K. Downes
Title: President, Chief Executive Officer and
Chief Financial Officer
Attest: ____________________________
Name: Michael D. Mabry
Title: Assistant Vice President, Assistant Secretary
and Senior Counsel
DELAWARE GROUP FOUNDATION FUNDS
for the Foundation Income Portfolio,
the Foundation Balanced Portfolio, the
Foundation Growth Portfolio and The
Asset Allocation Portfolio
By:
Name: Wayne A. Stork
Title: Chairman
Attest: _____________________________
Name: Michael D. Mabry
Title: Assistant Vice President, Assistant Secretary
and Senior Counsel
SCHEDULE A
DELAWARE GROUP FOUNDATION FUNDS
(THE "FUND")
SHAREHOLDERS SERVICES AGREEMENT
COMPENSATION SCHEDULE
1. Delaware Service Company, Inc. ("DSC") will determine and
report to the Fund, at least annually, the compensation for
services to be provided to the Fund for DSC's forthcoming
fiscal year or period.
2. In determining such compensation, DSC will fix and report a
fee to be charged per account and/or transaction, as may be
applicable, for services provided. DSC will bill, and the
Fund will pay, such compensation monthly.
3. For the period commencing on January 1, 1997, the charge will
consist of two charges for all the Funds in the Delaware
Group, except the Delaware Group Premium Fund, Inc. and the
Delaware Pooled Trust, Inc. (other than with respect to The
Real Estate Investment Trust Portfolio effective October 14,
1997), an annual charge and a per transaction charge for each
account on the transfer agent's records and each account on
an automated retirement processing system. These charges are
as follows:
SCHEDULE A
DELAWARE GROUP FOUNDATION FUNDS
(THE "FUND")
SHAREHOLDERS SERVICES AGREEMENT
COMPENSATION SCHEDULE
CONTINUED
EX-99.B9CI
Exhibit 24(b)(9)(c)(i)
AMENDMENT NO. 8
to
SCHEDULE A
of
DELAWARE GROUP OF FUNDS*
FUND ACCOUNTING AGREEMENT
Delaware Group Adviser Funds, Inc.
Corporate Income Fund (liquidated September 19, 1997)
Enterprise Fund (liquidated September 19, 1997)
Federal Bond Fund (liquidated September 19, 1997)
New Pacific Fund
U.S. Growth Fund
Overseas Equity Fund (formerly World Growth Fund)
Delaware Group Cash Reserve, Inc.
Delaware Group Equity Funds I, Inc. (formerly Delaware)
Delaware Fund
Devon Fund
Delaware Group Equity Funds II, Inc. (formerly Decatur)
Blue Chip Fund (New)
Decatur Income Fund
Decatur Total Return Fund
Quantum Fund (New)
Delaware Group Equity Funds III, Inc. (formerly Trend)
Trend Fund
Delaware Group Equity Funds IV, Inc. (formerly DelCap)
Capital Appreciation Fund (New)
DelCap Fund
Delaware Group Equity Funds V, Inc. (formerly Value)
Small Cap Value Fund (formerly Value Fund)
Retirement Income Fund (New)
__________________
*Except as otherwise noted, all Portfolios included on
this Schedule A are Existing Portfolios for purposes of the
compensation described on Schedule B to that Fund Accounting
Agreement between Delaware Service Company, Inc. and the Delaware
Group of Funds dated as of August 19, 1996 ("Agreement"). All
portfolios added to this Schedule A by amendment executed by a
Company on behalf of such Portfolio hereof shall be a New
Portfolio for purposes of Schedule B to the Agreement.
Delaware Group Foundation Funds (New)
Balanced Portfolio (New)
Growth Portfolio (New)
Income Portfolio (New)
Delaware Group Government Fund, Inc.
Government Income Series (U.S. Government Fund )
Delaware Group Global & International Funds, Inc.
Emerging Markets Fund (New)
Global Assets Fund
Global Bond Fund
International Equity Fund
Global Equity Fund (New)
International Small Cap Fund (New)
Delaware Group Income Funds, Inc. (formerly Delchester)
Delchester Fund
High-Yield Opportunities Fund (New)
Strategic Income Fund (New)
Delaware Group Limited-Term Government Funds, Inc.
Limited-Term Government Fund
U. S. Government Money Fund
Delaware Pooled Trust, Inc.
The Aggressive Growth Portfolio
The Large-Cap Value Equity Portfolio
(formerly The Defensive Equity Portfolio)
The Small/Mid-Cap Value Equity Portfolio (New)
(formerly The Defensive Equity Small/Mid-Cap
Portfolio)
The Defensive Equity Utility Portfolio
(deregistered January 14, 1997)
The Emerging Markets Portfolio (New)
The Intermediate Fixed Income Portfolio
(formerly The Fixed Income Portfolio)
The Global Fixed Income Portfolio
The High-Yield Bond Portfolio (New)
The International Equity Portfolio
The International Fixed Income Portfolio (New)
The Labor Select International Equity Portfolio
The Limited-Term Maturity Portfolio (New)
The Real Estate Investment Trust Portfolio
The Global Equity Portfolio (New)
The Real Estate Investment Trust Portfolio II(New)
The Diversified Core Fixed Income Portfolio (New)
The Aggregate Fixed Income Portfolio (New)
Delaware Group Premium Fund, Inc.
Capital Reserves Series
Cash Reserve Series
Convertible Securities Series (New)
Decatur Total Return Series
Delaware Series
Delchester Series
Devon Series (New)
Emerging Markets Series (New)
DelCap Series
Global Bond Series (New)
International Equity Series
Quantum Series (New)
Strategic Income Series (New)
Trend Series
Value Series
Delaware Group Tax-Free Fund, Inc.
Tax-Free Insured Fund
Tax-Free USA Fund
Tax-Free USA Intermediate Fund
Delaware Group Tax-Free Money Fund, Inc.
Delaware Group State Tax-Free Income Trust (formerly
DMCT Tax-Free Income Trust-Pennsylvania)
Tax-Free Pennsylvania Fund
Tax-Free New Jersey Fund (New)
Tax-Free Ohio Fund (New)
Voyageur Funds, Inc.
Voyageur U.S. Government Securities Fund (New)
Voyageur Insured Funds, Inc.
Arizona Insured Tax Free Fund (New)
Colorado Insured Fund (New)
Minnesota Insured Fund (New)
National Insured Tax Free Fund (New)
Voyageur Intermediate Tax Free Funds, Inc.
Arizona Limited Term Tax Free Fund (New)
California Limited Term Tax Free Fund (New)
Colorado Limited Term Tax Free Fund (New)
Minnesota Limited Term Tax Free Fund (New)
National Limited Term Tax Free Fund (New)
Voyageur Investment Trust
California Insured Tax Free Fund (New)
Florida Insured Tax Free Fund (New)
Florida Tax Free Fund (New)
Kansas Tax Free Fund (New)
Missouri Insured Tax Free Fund (New)
New Mexico Tax Free Fund (New)
Oregon Insured Tax Free Fund (New)
Utah Tax Free Fund (New)
Washington Insured Tax Free Fund (New)
Voyageur Investment Trust II
Florida Limited Term Tax Free Fund (New)
Voyageur Mutual Funds, Inc.
Arizona Tax Free Fund (New)
California Tax Free Fund (New)
Iowa Tax Free Fund (New)
Idaho Tax Free Fund (New)
Minnesota High Yield Municipal Bond Fund (New)
National High Yield Municipal Bond Fund (New)
National Tax Free Fund (New)
New York Tax Free Fund (New)
Wisconsin Tax Free Fund (New)
Voyageur Mutual Funds II, Inc.
Colorado Tax Free Fund (New)
Voyageur Mutual Funds III, Inc.
Aggressive Growth Fund (New)
Growth Stock Fund (New)
International Equity Fund (New)
Tax Efficient Equity Fund (New)
Voyageur Tax Free Funds, Inc.
Minnesota Tax Free Fund (New)
North Dakota Tax Free Fund (New)
Dated as of December 18, 1997
DELAWARE SERVICE COMPANY, INC.
/s/David K. Downes
By:
David K. Downes
President, Chief Executive Officer and Chief
Financial Officer
DELAWARE GROUP ADVISER FUNDS, INC.
DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP EQUITY FUNDS I, INC.
DELAWARE GROUP EQUITY FUNDS II, INC.
DELAWARE GROUP EQUITY FUNDS III, INC.
DELAWARE GROUP EQUITY FUNDS IV, INC.
DELAWARE GROUP EQUITY FUNDS V, INC.
DELAWARE GROUP FOUNDATION FUNDS
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
DELAWARE GROUP INCOME FUNDS, INC.
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, INC.
DELAWARE POOLED TRUST, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX-FREE MONEY FUND, INC.
VOYAGEUR FUNDS, INC.
VOYAGEUR INSURED FUNDS, INC.
VOYAGEUR INTERMEDIATE TAX FREE FUNDS, INC.
VOYAGEUR INVESTMENT TRUST
VOYAGEUR INVESTMENT TRUST II
VOYAGEUR MUTUAL FUNDS, INC.
VOYAGEUR MUTUAL FUNDS II, INC.
VOYAGEUR MUTUAL FUNDS III, INC.
BY:/s/ Wayne A. Stork
Wayne A. Stork
Chairman
EX-99.B9CII
Exhibit 24(b)(9)(c)(ii)
AMENDMENT NO. 9
to
SCHEDULE A
of
DELAWARE GROUP OF FUNDS*
FUND ACCOUNTING AGREEMENT
Delaware Group Adviser Funds, Inc.
Corporate Income Fund (liquidated September 19,1997)
Enterprise Fund (liquidated September 19, 1997)
Federal Bond Fund (liquidated September 19, 1997)
New Pacific Fund
U.S. Growth Fund
Overseas Equity Fund (formerly World Growth Fund)
Delaware Group Cash Reserve, Inc.
Delaware Group Equity Funds I, Inc. (formerly Delaware)
Delaware Fund
Devon Fund
Delaware Group Equity Funds II, Inc. (formerly Decatur)
Blue Chip Fund (New)
Decatur Income Fund
Decatur Total Return Fund
Quantum Fund (New)
Delaware Group Equity Funds III, Inc. (formerly Trend)
Trend Fund
Delaware Group Equity Funds IV, Inc. (formerly DelCap)
Capital Appreciation Fund (New)
DelCap Fund
Delaware Group Equity Funds V, Inc. (formerly Value)
Small Cap Value Fund (formerly Value Fund)
Retirement Income Fund (New)
_________________
*Except as otherwise noted, all Portfolios included on this
Schedule A are Existing Portfolios for purposes of the compensation
described on Schedule B to that Fund Accounting Agreement
between DelawareService Company, Inc. and the Delaware Group
of Funds dated as of August 19, 1996 ("Agreement"). All portfolios
added to this Schedule A by amendment executed by a Company
on behalf of such Portfolio hereof shall be a New Portfolio for
purposes of Schedule B to the Agreement.
Delaware Group Foundation Funds (New)
Balanced Portfolio (New)
Growth Portfolio (New)
Income Portfolio (New)
Delaware Group Government Fund, Inc.
Government Income Series (U.S. Government Fund)
Delaware Group Global & International Funds, Inc.
Emerging Markets Fund (New)
Global Assets Fund
Global Bond Fund
International Equity Fund
Global Equity Fund (New)
International Small Cap Fund (New)
Delaware Group Income Funds, Inc. (formerly Delchester)
Delchester Fund
High-Yield Opportunities Fund (New)
Strategic Income Fund (New)
Delaware Group Limited-Term Government Funds, Inc.
Limited-Term Government Fund
U. S. Government Money Fund
Delaware Pooled Trust, Inc.
The Aggressive Growth Portfolio
The Large-Cap Value Equity Portfolio
(formerly The Defensive Equity Portfolio)
The Small/Mid-Cap Value Equity Portfolio (New)
(formerly The Defensive Equity Small/Mid-Cap Portfolio)
The Defensive Equity Utility Portfolio(deregistered
January 14, 1997)
The Emerging Markets Portfolio (New)
The Intermediate Fixed Income Portfolio
(formerly The Fixed Income Portfolio)
The Global Fixed Income Portfolio
The High-Yield Bond Portfolio (New)
The International Equity Portfolio
The International Fixed Income Portfolio (New)
The Labor Select International Equity Portfolio
The Limited-Term Maturity Portfolio (New)
The Real Estate Investment Trust Portfolio
The Global Equity Portfolio (New)
The Real Estate Investment Trust Portfolio II(New)
The Diversified Core Fixed Income Portfolio(New)
The Aggregate Fixed Income Portfolio (New)
Delaware Group Premium Fund, Inc.
Capital Reserves Series
Cash Reserve Series
Convertible Securities Series (New)
Decatur Total Return Series
Delaware Series
Delchester Series
Devon Series (New)
Emerging Markets Series (New)
DelCap Series
Global Bond Series (New)
International Equity Series
Quantum Series (New)
REIT Series (New)
Strategic Income Series (New)
Trend Series
Value Series
Delaware Group Tax-Free Fund, Inc.
Tax-Free Insured Fund
Tax-Free USA Fund
Tax-Free USA Intermediate Fund
Delaware Group Tax-Free Money Fund, Inc.
Delaware Group State Tax-Free Income Trust (formerly DMCT Tax-Free Income
Trust-Pennsylvania)
Tax-Free Pennsylvania Fund
Tax-Free New Jersey Fund (New)
Tax-Free Ohio Fund (New)
Voyageur Funds, Inc.
Voyageur U.S. Government Securities Fund (New)
Voyageur Insured Funds, Inc.
Arizona Insured Tax Free Fund (New)
Colorado Insured Fund (New)
Minnesota Insured Fund (New)
National Insured Tax Free Fund (New)
Voyageur Intermediate Tax Free Funds, Inc.
Arizona Limited Term Tax Free Fund (New)
California Limited Term Tax Free Fund (New)
Colorado Limited Term Tax Free Fund (New)
Minnesota Limited Term Tax Free Fund (New)
National Limited Term Tax Free Fund (New)
Voyageur Investment Trust
California Insured Tax Free Fund (New)
Florida Insured Tax Free Fund (New)
Florida Tax Free Fund (New)
Kansas Tax Free Fund (New)
Missouri Insured Tax Free Fund (New)
New Mexico Tax Free Fund (New)
Oregon Insured Tax Free Fund (New)
Utah Tax Free Fund (New)
Washington Insured Tax Free Fund (New)
Voyageur Investment Trust II
Florida Limited Term Tax Free Fund (New)
Voyageur Mutual Funds, Inc.
Arizona Tax Free Fund (New)
California Tax Free Fund (New)
Iowa Tax Free Fund (New)
Idaho Tax Free Fund (New)
Minnesota High Yield Municipal Bond Fund (New)
National High Yield Municipal Bond Fund (New)
National Tax Free Fund (New)
New York Tax Free Fund (New)
Wisconsin Tax Free Fund (New)
Voyageur Mutual Funds II, Inc.
Colorado Tax Free Fund (New)
Voyageur Mutual Funds III, Inc.
Aggressive Growth Fund (New)
Growth Stock Fund (New)
International Equity Fund (New)
Tax Efficient Equity Fund (New)
Voyageur Tax Free Funds, Inc.
Minnesota Tax Free Fund (New)
North Dakota Tax Free Fund (New)
Dated as of March 31, 1998
DELAWARE SERVICE COMPANY, INC.
By:
David K. Downes
President, Chief Executive Officer and Chief
Financial
Officer
DELAWARE GROUP ADVISER FUNDS, INC.
DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP EQUITY FUNDS I, INC.
DELAWARE GROUP EQUITY FUNDS II, INC.
DELAWARE GROUP EQUITY FUNDS III, INC.
DELAWARE GROUP EQUITY FUNDS IV, INC.
DELAWARE GROUP EQUITY FUNDS V, INC.
DELAWARE GROUP FOUNDATION FUNDS
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
DELAWARE GROUP INCOME FUNDS, INC.
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, INC.
DELAWARE POOLED TRUST, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX-FREE MONEY FUND, INC.
VOYAGEUR FUNDS, INC.
VOYAGEUR INSURED FUNDS, INC.
VOYAGEUR INTERMEDIATE TAX FREE FUNDS, INC.
VOYAGEUR INVESTMENT TRUST
VOYAGEUR INVESTMENT TRUST II
VOYAGEUR MUTUAL FUNDS, INC.
VOYAGEUR MUTUAL FUNDS II, INC.
VOYAGEUR MUTUAL FUNDS III, INC.
By:
Wayne A. Stork
Chairman
EX-99.B9CIII
Exhibit 24(b)(9)(c)(iii)
AMENDMENT NO. 10
to
SCHEDULE A
of
DELAWARE GROUP OF FUNDS*
FUND ACCOUNTING AGREEMENT
Delaware Group Adviser Funds, Inc.
Corporate Income Fund (liquidated September 19, 1997)
Enterprise Fund (liquidated September 19, 1997)
Federal Bond Fund (liquidated September 19, 1997)
New Pacific Fund
U.S. Growth Fund
Overseas Equity Fund (formerly World Growth Fund)
Delaware Group Cash Reserve, Inc.
Delaware Group Equity Funds I, Inc. (formerly Delaware)
Delaware Fund
Devon Fund
Delaware Group Equity Funds II, Inc. (formerly Decatur)
Blue Chip Fund (New)
Decatur Income Fund
Decatur Total Return Fund
Social Awareness Fund (formerly Quantum Fund) (New)
Delaware Group Equity Funds III, Inc. (formerly Trend)
Trend Fund
Delaware Group Equity Funds IV, Inc. (formerly DelCap)
Capital Appreciation Fund (New)
DelCap Fund
Delaware Group Equity Funds V, Inc. (formerly Value)
Small Cap Value Fund (formerly Value Fund)
Retirement Income Fund (New)
__________________
*Except as otherwise noted, all Portfolios included on
this Schedule A are Existing Portfolios for purposes of the
compensation described on Schedule B to that Fund Accounting
Agreement between Delaware Service Company, Inc. and the Delaware
Group of Funds dated as of August 19, 1996 ("Agreement"). All
portfolios added to this Schedule A by amendment executed by a
Company on behalf of such Portfolio hereof shall be a New
Portfolio for purposes of Schedule B to the Agreement.
Delaware Group Foundation Funds (New)
Balanced Portfolio (New)
Growth Portfolio (New)
Income Portfolio (New)
The Asset Allocation Portfolio (New)
Delaware Group Government Fund, Inc.
Government Income Series (U.S. Government Fund)
Delaware Group Global & International Funds, Inc.
Emerging Markets Fund (New)
Global Assets Fund
Global Bond Fund
International Equity Fund
Global Equity Fund (New)
International Small Cap Fund (New)
Delaware Group Income Funds, Inc. (formerly Delchester)
Delchester Fund
High-Yield Opportunities Fund (New)
Strategic Income Fund (New)
Delaware Group Limited-Term Government Funds, Inc.
Limited-Term Government Fund
U. S. Government Money Fund
Delaware Pooled Trust, Inc.
The Aggressive Growth Portfolio
The Large-Cap Value Equity Portfolio
(formerly The Defensive Equity Portfolio)
The Small/Mid-Cap Value Equity Portfolio (New)
(formerly The Defensive Equity Small/Mid-Cap Portfolio)
The Defensive Equity Utility Portfolio(deregistered
January 14, 1997)
The Emerging Markets Portfolio (New)
The Intermediate Fixed Income Portfolio
(formerly The Fixed Income Portfolio)
The Global Fixed Income Portfolio
The High-Yield Bond Portfolio (New)
The International Equity Portfolio
The International Fixed Income Portfolio (New)
The Labor Select International Equity Portfolio
The Limited-Term Maturity Portfolio (New)
The Real Estate Investment Trust Portfolio
The Global Equity Portfolio (New)
The Real Estate Investment Trust Portfolio II (New)
The Diversified Core Fixed Income Portfolio (New)
The Aggregate Fixed Income Portfolio (New)
The Small-Cap Growth Equity Portfolio (New)
The Growth and Income Portfolio (New)
Delaware Group Premium Fund, Inc.
Capital Reserves Series
Cash Reserve Series
Convertible Securities Series (New)
Decatur Total Return Series
Delaware Series
Delchester Series
Devon Series (New)
Emerging Markets Series (New)
DelCap Series
Global Bond Series (New)
International Equity Series
Social Awareness Series (formerly Quantum Series) (New)
REIT Series (New)
Strategic Income Series (New)
Trend Series
Small Cap Value Series (formerly Value Series)
Delaware Group Tax-Free Fund, Inc.
Tax-Free Insured Fund
Tax-Free USA Fund
Tax-Free USA Intermediate Fund
Delaware Group Tax-Free Money Fund, Inc.
Delaware Group State Tax-Free Income Trust (formerly DMCT Tax-Free
Income Trust-Pennsylvania)
Tax-Free Pennsylvania Fund
Tax-Free New Jersey Fund (New)
Tax-Free Ohio Fund (New)
Voyageur Funds, Inc.
Voyageur US Government Securities Fund (New)
Voyageur Insured Funds, Inc.
Arizona Insured Tax Free Fund (New)
Colorado Insured Fund (New)
Minnesota Insured Fund (New)
National Insured Tax Free Fund (New)
Voyageur Intermediate Tax Free Funds, Inc.
Arizona Limited Term Tax Free Fund (New)
California Limited Term Tax Free Fund (New)
Colorado Limited Term Tax Free Fund (New)
Minnesota Limited Term Tax Free Fund (New)
National Limited Term Tax Free Fund (New)
Voyageur Investment Trust
California Insured Tax Free Fund (New)
Florida Insured Tax Free Fund (New)
Florida Tax Free Fund (New)
Kansas Tax Free Fund (New)
Missouri Insured Tax Free Fund (New)
New Mexico Tax Free Fund (New)
Oregon Insured Tax Free Fund (New)
Utah Tax Free Fund (New)
Washington Insured Tax Free Fund (New)
Voyageur Investment Trust II
Florida Limited Term Tax Free Fund (New)
Voyageur Mutual Funds, Inc.
Arizona Tax Free Fund (New)
California Tax Free Fund (New)
Iowa Tax Free Fund (New)
Idaho Tax Free Fund (New)
Minnesota High Yield Municipal Bond Fund (New)
National High Yield Municipal Bond Fund (New)
National Tax Free Fund (New)
New York Tax Free Fund (New)
Wisconsin Tax Free Fund (New)
Voyageur Mutual Funds II, Inc.
Colorado Tax Free Fund (New)
Voyageur Mutual Funds III, Inc.
Aggressive Growth Fund (New)
Growth Stock Fund (New)
International Equity Fund (New)
Tax Efficient Equity Fund (New)
Voyageur Tax Free Funds, Inc.
Minnesota Tax Free Fund (New)
North Dakota Tax Free Fund (New)
Dated as of August , 1998
DELAWARE SERVICE COMPANY, INC.
By:
David K. Downes
President, Chief Executive Officer and Chief
Financial
Officer
DELAWARE GROUP ADVISER FUNDS, INC.
DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP EQUITY FUNDS I, INC.
DELAWARE GROUP EQUITY FUNDS II, INC.
DELAWARE GROUP EQUITY FUNDS III, INC.
DELAWARE GROUP EQUITY FUNDS IV, INC.
DELAWARE GROUP EQUITY FUNDS V, INC.
DELAWARE GROUP FOUNDATION FUNDS
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
DELAWARE GROUP INCOME FUNDS, INC.
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, INC.
DELAWARE POOLED TRUST, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX-FREE MONEY FUND, INC.
VOYAGEUR FUNDS, INC.
VOYAGEUR INSURED FUNDS, INC.
VOYAGEUR INTERMEDIATE TAX FREE FUNDS, INC.
VOYAGEUR INVESTMENT TRUST
VOYAGEUR INVESTMENT TRUST II
VOYAGEUR MUTUAL FUNDS, INC.
VOYAGEUR MUTUAL FUNDS II, INC.
VOYAGEUR MUTUAL FUNDS III, INC.
By:
Wayne A. Stork
Chairman
EX-99.B19
Exhibit 24(b)(19)
POWER OF ATTORNEY
Each of the undersigned, a member of the Boards of Directors/Trustees
of the Delaware Group Funds listed on Exhibit A to this Power of
Attorney, hereby constitutes and appoints on behalf of each of the
Funds listed on Exhibit A, Wayne A. Stork, Jeffrey J. Nick and Walter
P. Babich and any one of them acting singly, his true and lawful
attorneys-in-fact, in his name, place, and stead, to execute and
cause to be filed with the Securities and Exchange Commission and
other federal or state government agency or body, such registration
statements, and any and all amendments thereto as either of such
designees may deem to be appropriate under the Securities Act of
1933, as amended, the Investment Company Act of 1940, as amended, and
all other applicable federal and state securities laws.
IN WITNESS WHEREOF, the undersigned have executed this
instrument as of this 18th day of December, 1997.
/s/Walter P. Babich /s/Thomas F. Madison
Walter P.Babich Thomas F. Madison
/s/Anthony D. Knerr /s/Jeffrey J. Nick
Anthony D. Knerr Jeffrey J. Nick
/s/Ann R. Leven /s/Charles E. Peck
Ann R. Leven Charles E. Peck
/s/W. Thacher Longstreth /s/Wayne A. Stork
W. Thacher Longstreth Wayne A. Stork
POWER OF ATTORNEY
EXHIBIT A
DELAWARE GROUP FUNDS
DELAWARE GROUP EQUITY FUNDS I, INC.
DELAWARE GROUP EQUITY FUNDS II, INC.
DELAWARE GROUP EQUITY FUNDS III, INC.
DELAWARE GROUP EQUITY FUNDS IV, INC.
DELAWARE GROUP EQUITY FUNDS V, INC.
DELAWARE GROUP INCOME FUNDS, INC.
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, INC.
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX-FREE MONEY FUND, INC.
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
DELAWARE GROUP ADVISER FUNDS, INC.
DELAWARE POOLED TRUST, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
DELAWARE GROUP DIVIDEND AND INCOME FUND, INC.
DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC.
DELAWARE GROUP FOUNDATION FUNDS
VOYAGEUR FUNDS, INC.
VOYAGEUR INSURED FUNDS, INC.
VOYAGEUR INTERMEDIATE TAX FREE FUNDS, INC.
VOYAGEUR INVESTMENT TRUST
VOYAGEUR INVESTMENT TRUST II
VOYAGEUR MUTUAL FUNDS, INC.
VOYAGEUR MUTUAL FUNDS II, INC.
VOYAGEUR MUTUAL FUNDS III, INC.
VOYAGEUR TAX FREE FUNDS, INC.
VOYAGEUR ARIZONA MUNICIPAL INCOME FUND, INC.
VOYAGEUR COLORADO INSURED MUNICIPAL INCOME FUND, INC.
VOYAGEUR FLORIDA INSURED MUNICIPAL INCOME FUND
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND, INC.
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND II, INC.
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND III, INC.
POWER OF ATTORNEY
The undersigned, a member of the Boards of Directors/Trustees of the
Delaware Group Funds listed on Exhibit A to this Power of Attorney,
hereby constitutes and appoints on behalf of each of the Funds listed
on Exhibit A, Wayne A. Stork, Jeffrey J. Nick and Walter P. Babich
and any one of them acting singly, his true and lawful
attorneys-in-fact, in his name, place, and stead, to execute and
cause to be filed with the Securities and Exchange Commission and
other federal or state government agency or body, such registration
statements, and any and all amendments thereto as either of such
designees may deem to be appropriate under the Securities Act of
1933, as amended, the Investment Company Act of 1940, as amended, and
all other applicable federal and state securities laws.
IN WITNESS WHEREOF, the undersigned have executed this instrument as
of this 16th day of April, 1998.
/s/ John H. Durham
John H. Durham
POWER OF ATTORNEY
EXHIBIT A
DELAWARE GROUP FUNDS
DELAWARE GROUP EQUITY FUNDS I, INC.
DELAWARE GROUP EQUITY FUNDS II, INC.
DELAWARE GROUP EQUITY FUNDS III, INC.
DELAWARE GROUP EQUITY FUNDS IV, INC.
DELAWARE GROUP EQUITY FUNDS V, INC.
DELAWARE GROUP INCOME FUNDS, INC.
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, INC.
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX-FREE MONEY FUND, INC.
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
DELAWARE GROUP ADVISER FUNDS, INC.
DELAWARE POOLED TRUST, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
DELAWARE GROUP DIVIDEND AND INCOME FUND, INC.
DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC.
DELAWARE GROUP FOUNDATION FUNDS
