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. 5 X
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 X
Amendment No. 6 X
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: March 1, 1999
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)
[X] on March 1, 1999 pursuant to paragraph (a)(1)
[ ] 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 is a separate series of shares
of beneficial interest of Delaware Group Foundation Funds, a
Delaware business trust, as follows:
The Asset Allocation Portfolio
--- C O N T E N T S ---
This Post-Effective Amendment No. 5 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
7. Signatures
(1) The Asset Allocation Portfolio's Prospectus and Statement
of Additional Information are incorporated into this
filing by reference to the electronic filing of Post-
Effective Amendment No. 24 to the Registration Statement
of Delaware Pooled Trust, Inc. filed December 29, 1998.
CROSS-REFERENCE SHEET
PART A
Location in Prospectus
Item No. Description The Asset Allocation Portfolio
1 Front and Back Cover Pages Same
2 Risk/Return Summary; Risk Return Summary; Invest-
Investments, Risks and ments, Risks and Performance
Performances
3 Risk/Return Summary; Risk Return Summary; Invest-
Fee Table ments, Risks and
Performance
4 Investment Objectives; Fund Profiles;
Principal Investment Additional Investment
Strategies and Information; Risk Factors
Related Risks
5 Management's Discussion N/A
of Performance
6 Management, Organization Management of
and Capital Structure the Fund
7 Shareholder Information How to Purchase
Shares; Redemption of
Shares; Dividends and Capital
Gains Distributions, Taxes,
Valuation of Shares,
Shareholder Services
8 Distribution Arrangements How to Purchase Shares
9 Financial Highlights Financial
Information Highlights
CROSS-REFERENCE SHEET
PART B
Location in Statement
Item No. Description of Additional Information
10 Cover Page and
Table of Contents Same
11 Fund History Fund History
12 Description of the Fund and Investment Policies,
Its Investments and Risks Portfolio Techniques and
Risk Considerations
13 Management of the Fund Officers and Directors;
Purchasing Shares
14 Control Persons and Officers and Directors
Principal Holders of
Securities
15 Investment Advisory and Officers and Directors;
Other Services Purchasing Shares; Purchasing
Shares; Investment
Management Agreements;
General Information;
Financial Statements
16 Brokerage Allocation and Trading Practices and
Other Practices Brokerage
17 Capital Stock and Capitalization and
Other Securities Noncumulative Voting
(under General Information)
18 Purchase, Redemption and Purchasing Shares;
Pricing of Shares Redemption and Exchange;
Determining Offering Price
and Net Asset Value;
19 Taxation of the Fund Accounting and Tax Issues;
Taxes
20 Underwriters Purchasing Shares
21 Calculation of Performance Performance Information
Data
22 Financial Statements Financial Statements
PART C
Item No. Description Location in Part C
23 Exhibits Item 23
24 Persons Controlled by Item 24
or under Common
Control with Registrant
25 Indemnification Item 25
26 Business and Other Item 26
Connections of
Investment Adviser
27 Principal Underwriters Item 27
28 Location of Accounts Item 28
and Records
29 Management Services Item 29
30 Undertakings Item 30
PART C
Other Information
Item 23. Exhibits
(a) Declaration of Trust.
(1) Declaration of Trust incorporated into this
filing by reference to the initial
registration statement on Form N-1A filed
on October 24, 1997.
(b) By-Laws.
(1) By-Laws incorporated into this filing by
reference to the initial registration
statement on Form N-1A filed on
October 24, 1997.
(c) Copies of All Instruments Defining the Rights of
Holders.
(1) 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.
(2) By-Laws. By-Laws incorporated into this
filing by reference to the initial
registration statement on Form N-1A filed
on October 24, 1997.
(d) Asset Allocation Agreement.
(1) 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.
(2) 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.
(3) 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.
(4) Form of Asset Allocation Agreement (1998)
between Delaware Management Company and the
Registrant on behalf of The Asset
Allocation Portfolio incorporated into this
filing by reference to Post-Effective
Amendment No. 2 filed on June 17, 1998.
(e) (1) 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.
(2) 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.
(3) 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.
(4) Form of Distribution Agreement (1998)
between Delaware Distributors, L.P. and the
Registrant on behalf of The Asset
Allocation Portfolio incorporated into this
filing by reference to Post-Effective
Amendment No. 2 filed on June 17, 1998.
(5) 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.
(6) 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.
(7) 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.
(f) Bonus, Profit Sharing, Pension Contracts.
(1) 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.
(2) 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.
(g) Custodian Agreement.
(1) 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
incorporated into this filing by
reference to Post-Effective Amendment
No. 4 filed on November 30, 1998.
(ii) Form of Letter to add The Asset
Allocation Portfolio to the Custodian
Agreement with The Chase Manhattan
Bank incorporated into this filing by
reference to Post-Effective Amendment
No. 2 filed on June 17, 1998.
(h) Other Material Contracts.
(1) 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.
(2) Form of Shareholder Services Agreement
(1998) between Delaware Service Company,
Inc. and the Registrant on behalf of The
Asset Allocation Portfolio incorporated
into this filing by reference to Post-
Effective Amendment No. 2 filed on
June 17, 1998.
(3) 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. 11 to Delaware
Group of Funds Fund Accounting
Agreement attached as Exhibit.
(i) Executed Amendment No. 12 to Delaware
Group of Funds Fund Accounting
Agreement attached as Exhibit.
(iii) Executed Amendment No. 13 to Delaware
Group of Funds Fund Accounting
Agreement attached as Exhibit.
(i) Opinion of Counsel. Incorporated into this
filing by reference to Post Effective Amendment
No. 4 filed November 30, 1998.
(j) Consent of Auditors. Inapplicable.
(k) Inapplicable.
(l) Subscription Agreement. Incorporated into
this filing by reference to Post-Effective
Amendment No. 2 filed January 21, 1998.
(m) Plans under Rule 12b-1.
(1) 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.
(2) 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.
(3) 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.
(4) 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.
(5) 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.
(6) 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.
(7) 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.
(8) 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.
(9) 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.
(n) Financial Data Schedules. Inapplicable.
(o) 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.
(1) 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.
(p) Other: Trustees' Power of Attorney.
Incorporated into this filing by reference to
Post-Effective Amendment No. 2 filed on June 17,
1998.
Item 24. Persons Controlled by or under Common Control with
Registrant. None.
Item 25. Indemnification. Incorporated into this filing by
reference to the initial registration statement on
Form N-1A filed on October 24, 1997.
Items 26 and 27 are incorporated into this filing by reference
to the electronic filing of Post-Effective Amendment No. 24 to
the Registration Statement of Delaware Pooled Trust, Inc. filed
December 29, 1998.
Item 28. 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 29. Management Services. None.
Item 30. 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 23rd day of December, 1998.
DELAWARE GROUP FOUNDATION FUNDS
By/s/Jeffrey J. Nick
Jeffrey J. Nick
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/Jeffrey J. Nick President/Chief Executive December 23, 1998
Jeffrey J. Nick Officer/Chairman of the
Board and Trustee
/s/David K. Downes Executive Vice President/ December 23, 1998
David K. Downes Chief Operating Officer/
Chief Financial Officer
(Principal Financial
Officer and Principal
Accounting Officer)
/s/Walter P. Babich * Trustee December 23, 1998
Walter P. Babich
/s/John H. Durham *
John H. Durham Trustee December 23, 1998
/s/Anthony D. Knerr * Trustee December 23, 1998
Anthony D. Knerr
/s/Ann R. Leven * Trustee December 23, 1998
Ann R. Leven
/s/W. Thacher Longstreth* Trustee December 23, 1998
W. Thacher Longstreth
/s/ Thomas F. Madison * Trustee December 23, 1998
Thomas F. Madison
/s/Wayne A. Stork * Trustee December 23, 1998
Wayne A. Stork
/s/Charles E. Peck * Trustee December 23, 1998
Charles E. Peck
*By /s/Jeffrey J. Nick
Jeffrey J. Nick
as Attorney-in-Fact for each
of the persons indicated
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.H3I Executed Amendment No. 11 to Fund Accounting
Agreement
EX-99.H3II Executed Amendment No. 12 to Fund Accounting
Agreement
EX-99.H3III Executed Amendment No. 13 to Fund Accounting
Agreement
AMENDMENT NO. 11
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)
Diversified Value 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 September 14, 1998
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.
/s/Wayne A. Stork
By:
Wayne A. Stork
Chairman
AMENDMENT NO. 12
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)
Diversified Value 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)
Corporate Bond Fund (New)
Extended Duration Bond 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 September 14, 1998
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.
/s/Wayne A. Stork
By:
Wayne A. Stork
Chairman
AMENDMENT NO. 13
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)
Diversified Value 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)
Mid-Cap Value Fund (New)
Small Cap Contrarian 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)
New Europe Fund (New)
Latin America Fund (New)
Delaware Group Income Funds, Inc. (formerly Delchester)
Delchester Fund
High-Yield Opportunities Fund (New)
Strategic Income Fund (New)
Corporate Bond Fund (New)
Extended Duration Bond Fund (New)
Delaware Group Limited-Term Government Funds, Inc.
Limited-Term Government Fund
U. S. Government Money Fund
Delaware Pooled Trust, Inc.
The Mid-Cap Growth Equity Portfolio (formerly 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) (liquidated November 18,
1998)
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, 1998
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.
/s/Wayne A. Stork
By:
Wayne A. Stork
Chairman
