<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
File No. 2-13017
File No. 811-750
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
Pre-Effective Amendment No. _____ / /
Post-Effective Amendment No. _113_ /X/
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
Amendment No. _113_
DELAWARE GROUP EQUITY FUNDS II
--------------------------------------------------
(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) 255-1255
--------------
Eric E. Miller, 1818 Market Street, Philadelphia, PA 19103
----------------------------------------------------------
(Name and Address of Agent for Service)
Approximate Date of Public Offering: November 23, 1999
-----------------
It is proposed that this filing will become effective:
_____ immediately upon filing pursuant to paragraph (b)
__X__ on November 23, 1999 pursuant to paragraph (b)
_____ 60 days after filing pursuant to paragraph (a)(1)
_____ on (date) pursuant to paragraph (a)(1)
_____ 75 days after filing pursuant to paragraph (a)(2)
_____ on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Pursuant to Rule 414 under the Securities Act of 1933, Delaware Group Equity
Funds II, as successor issuer of Delaware Group Equity Funds II, Inc., is filing
this amendment to the registration statement of Delaware Group Equity Funds II,
Inc. and expressly adopts the registration statement of Delaware Group Equity
Funds II, Inc. as its own for all purposes of the Securities Act of 1933 and the
Investment Company Act of 1940
<PAGE>
--- C O N T E N T S ---
This Post-Effective Amendment No. 113 to Registration File No. 2-13017
includes the following:
1. Facing Page
2. Contents Page
3. Part A - Prospectuses*
4. Part B - Statement of Additional Information**
5. Part C - Other Information
6. Signatures
* This filing contains Supplements dated November 23, 1999 for each of the
Prospectuses for the Registrant's Delaware Decatur Equity Income Fund and
Delaware Growth and Income Fund Class A, Class B, Class C and Institutional
Class dated January 29, 1999. The Prospectuses are incorporated herein by
reference to the electronic filing of those Prospectuses made pursuant to
Rule 497(c) on February 18, 1999. The Supplements to those Prospectuses filed
on February 18, 1999, May 7, 1999 and August 10, 1999 are incorporated herein
by reference to the electronic filing of those Supplements made pursuant to
Rule 497(e).
This filing contains Supplements dated November 23, 1999 for each of the
Prospectuses for the Registrant's Delaware Blue Chip Fund Class A, Class B,
Class C and Institutional Class dated January 29, 1999. The Prospectuses are
incorporated herein by reference to the electronic filing of those
Prospectuses made pursuant to Rule 497(c) on February 18, 1999. The
Supplements to those Prospectuses filed on August 10, 1999 and October 1,
1999 are incorporated herein by reference to the electronic filing of those
Supplements made pursuant to Rule 497(e).
This filing contains Supplements dated November 23, 1999 for each of the
Prospectuses for the Registrant's Delaware Social Awareness Fund Class A,
Class B, Class C and Institutional Class dated January 29, 1999. The
Prospectuses are incorporated herein by reference to the electronic filing of
those Prospectuses made pursuant to Rule 497(c) on February 18, 1999. The
Supplements to those Prospectuses filed on August 10, 1999 and October 1,
1999 are incorporated herein by reference to the electronic filing of those
Supplements made pursuant to Rule 497(e).
This filing contains Supplements dated November 23, 1999 for each of the
Prospectuses for the Registrant's Delaware Diversified Value Fund Class A,
Class B, Class C and Institutional Class dated January 29, 1999. The
Prospectuses are incorporated herein by reference to the electronic filing of
those Prospectuses made pursuant to Rule 497(c) on February 18, 1999. The
Supplement to those Prospectuses filed on August 10, 1999 is incorporated
herein by reference to the electronic filing of that Supplement made pursuant
to Rule 497(e).
** This filing contains a Supplement dated November 23, 1999 to the Statement of
Additional Information for the Registrant dated January 29, 1999 is
incorporated by reference to the electronic filing of that Statement of
Additional Information made pursuant to Rule 485(b) on January 29, 1999. The
Supplement to the Statement of Additional Information filed on September 1,
1999 is incorporated by reference to the electronic filing of that Supplement
made pursuant to Rule 497(e).
<PAGE>
November 23, 1999
Delaware Decatur Equity Income Fund (formerly Decatur Income Fund)
Delaware Growth and Income Fund (formerly Decatur Total Return Fund)
Class A * Class B * Class C
Supplement to the Prospectus dated January 29, 1999
On November 23, 1999, each Fund listed above was part of a reorganization from a
Maryland corporation to a Delaware business trust, as approved by shareholders
at the most recent Joint Annual/Special Meeting of Shareholders. The
reorganization does not affect the names of the Funds or their investment
operations, however, the name of the company of which the Funds are a series has
changed from Delaware Group Equity Funds II, Inc. to Delaware Group Equity Funds
II.
This Supplement also updates each Fund's performance information in the Fund
Profile section in the beginning of the prospectus, as well as the data in the
Financial Information section at the end of the prospectus, as follows:
From January 1, 1999 to September 30, 1999, the total return for the
Class A shares of each Fund was as follows:
Delaware Decatur Equity Income Fund -4.61%
Delaware Growth and Income Fund -4.85%
Each Fund's return does not include the maximum Class A sales charge of
5.75%, which is normally deducted when you purchase shares. If that fee
were included, the return would have been lower than the one described.
<PAGE>
The Financial Highlights for each share for the periods indicated were
as follows:
Delaware Decatur Equity Income Fund
Six months ended May 31, 1999 (unaudited)(1)
<TABLE>
<CAPTION>
Class A Class B Class C
----------------------------------------------------
<S> <C> <C> <C>
Net asset value, beginning of period .............................. $21.400 $21.320 $21.420
Income (loss) from investment operations:
Net investment income ........................................ 0.245 0.175 0.175
Net realized and unrealized gain (loss) on investments ....... 0.435 0.425 0.435
------- ------- -------
Total from investment operations ............................. 0.680 0.600 0.610
------- ------- -------
Less dividends and distributions:
Dividends from net investment income ......................... (0.300) (0.230) (0.230)
Distributions from net realized gain on investments .......... (3.220) (3.220) (3.220)
------- ------- -------
Total dividends and distributions ............................ (3.520) (3.450) (3.450)
------- ------- -------
Net asset value, end of period .................................... $18.560 $18.470 $18.580
======= ======= =======
Total return(2) ................................................... 3.82% 3.40% 3.44%
Ratios and supplemental data:
Net assets, end of period (000 omitted) ...................... $1,897,832 175,178 $24,123
Ratio of expenses to average net assets ...................... 0.98% 1.78% 1.78%
Ratio of net investment income to average net assets ......... 2.64% 1.84% 1.84%
Portfolio turnover ........................................... 107% 107% 107%
</TABLE>
Delaware Growth and Income Fund
Six months ended May 31, 1999 (unaudited)(1)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Class A Class B Class C
----------------------------------------------------
<S> <C> <C> <C>
Net asset value, beginning of period .............................. $19.120 $19.090 $19.050
Income (loss) from investment operations:
Net investment income ........................................ 0.117 0.056 0.056
Net realized and unrealized gain (loss) on investments ....... 0.598 0.594 0.604
------- ------- -------
Total from investment operations ............................. 0.715 0.650 0.660
------- ------- -------
Less dividends and distributions:
Dividends from net investment income ......................... (0.135) (0.090) (0.090)
Distributions from net realized gain on investments .......... (2.200) (2.200) (2.200)
------- ------- -------
Total dividends and distributions ............................ (2.335) (2.290) (2.290)
------- ------- -------
Net asset value, end of period .................................... $17.500 $17.450 $17.420
======= ======= =======
Total return(2) ................................................... 4.28% 3.90% 3.92%
Ratios and supplemental data:
Net assets, end of period (000 omitted) ...................... $995,393 $231,198 $50,202
Ratio of expenses to average net assets ...................... 1.18% 1.88% 1.88%
Ratio of net investment income to average net assets ......... 1.34% 0.64% 0.64%
Portfolio turnover ........................................... 108% 108% 108%
</TABLE>
- ----------------------------------------------------
(1) Ratios have been annualized and total return has not been annualized
(2) Total investment return is based on the change in net asset value of a share
during the period and assumes reinvestment of distributions at net asset
value and does not reflect the impact of a sales charge.
<PAGE>
November 23, 1999
Delaware Decatur Equity Income Fund (formerly Decatur Income Fund)
Delaware Growth and Income Fund (formerly Decatur Total Return Fund)
Institutional Class
Supplement to the Prospectus dated January 29, 1999
On November 23, 1999, each Fund listed above was part of a reorganization from a
Maryland corporation to a Delaware business trust, as approved by shareholders
at the most recent Joint Annual/Special Meeting of Shareholders. The
reorganization does not affect the names of the Funds or their investment
operations, however, the name of the company of which the Funds are a series has
changed from Delaware Group Equity Funds II, Inc. to Delaware Group Equity Funds
II.
This Supplement also updates each Fund's performance information in the Fund
Profile section in the beginning of the prospectus, as well as the data in the
Financial Information section at the end of the prospectus, as follows:
From January 1, 1999 to September 30, 1999, the total return for the
Institutional Class shares of each Fund was as follows:
Delaware Decatur Equity Income Fund -4.44%
Delaware Growth and Income Fund -4.62%
<PAGE>
The Financial Highlights for each share for the periods indicated were as
follows:
Delaware Decatur Equity Income Fund
Six month period ended May 31, 1999 (unaudited)(1)
Institutional Class
-------------------
Net asset value, beginning of period ....................... $21.400
Income (loss) from investment operations:
Net investment income ................................. 0.279
Net realized and unrealized gain
(loss) on investments ............................. 0.419
-------
Total from investment operations ...................... 0.698
-------
Less dividends and distributions:
Dividends from net investment income .................. (0.328)
Distributions from net realized gain
on investments ................................... (3.220)
-------
Total dividends and distributions ..................... (3.548)
-------
Net asset value, end of period ............................. $18.550
=======
Total return(2) ............................................ 3.91%
Ratios and supplemental data:
Net assets, end of period (000 omitted) ............... $225,279
Ratio of expenses to average net assets ............... 0.78%
Ratio of net investment income to average net assets .. 2.84%
Portfolio turnover .................................... 107%
- -----------------------------------------------------------------
Delaware Growth and Income Fund
Six month period ended May 31, 1999 (unaudited)(1)
- --------------------------------------------------------------------------------
Institutional Class
-------------------
Net asset value, beginning of period ....................... $19.150
Income (loss) from investment operations:
Net investment income ................................. 0.143
Net realized and unrealized gain
(loss) on investments ............................. 0.597
-------
Total from investment operations ...................... 0.740
-------
Less dividends and distributions:
Dividends from net investment income .................. (0.180)
Distributions from net realized gain
on investments .................................... (2.200)
-------
Total dividends and distributions ..................... (2.380)
-------
Net asset value, end of period ............................. $17.510
=======
Total return(2) ............................................ 4.43%
Ratios and supplemental data:
Net assets, end of period (000 omitted) ............... $126,388
Ratio of expenses to average net assets ............... 0.88%
Ratio of net investment income to average net assets .. 1.64%
Portfolio turnover .................................... 108%
- -----------------------------------------------------------------
(1) Ratios have been annualized and total return has not been annualized
(2) Total investment return is based on the change in net asset value of a share
during the period and assumes reinvestment of distributions at net asset
value and does not reflect the impact of a sales charge.
<PAGE>
November 23, 1999
Delaware Blue Chip Fund
Class A * Class B * Class C
Supplement to the Prospectus dated January 29, 1999
On November 23, 1999, the Fund was part of a reorganization from a Maryland
corporation to a Delaware business trust, as approved by shareholders at the
most recent Joint Annual/Special Meeting of Shareholders. The reorganization
does not affect the name of the Fund or its investment operations, however, the
name of the company of which the Fund is a series has changed from Delaware
Group Equity Funds II, Inc. to Delaware Group Equity Funds II.
This Supplement also updates the Fund's performance information in the Fund
Profile section in the beginning of the prospectus, as well as the data in the
Financial Information section at the end of the prospectus, as follows:
From January 1, 1999 to September 30, 1999, the total return for
Delaware Blue Chip Fund Class A shares was 1.19%. That return does not
include the maximum Class A sales charge of 5.75%, which is normally
deducted when you purchase shares. If that fee were included, the
return would have been lower than the one described.
The Financial Highlights for each share for the six months ended May
31, 1999 (unaudited) were as follows:(1)
<TABLE>
<CAPTION>
Class A Class B Class C
----------------------------------------------------
<S> <C> <C> <C>
Net asset value, beginning of period ............................... $10.970 $10.880 $10.880
Income from investment operations:
Net investment income (loss)(2) ............................... (0.007) (0.048) (0.048)
Net realized and unrealized gain from investments ............. 1.032 1.038 1.038
------- ------- -------
Total from investment operations .............................. 1.025 0.990 0.990
------- ------- -------
Less dividends and distributions:
Dividends from net investment income .......................... (0.025) -- --
Distributions from net realized gain on
investments ............................................... -- -- --
------- ------- -------
Total dividends and distributions ............................. (0.025) 0.000 0.000
------- ------- -------
Net asset value, end of period ..................................... $11.970 $11.870 $11.870
======= ======= =======
Total return(3) .................................................... 9.36% 9.10% 9.10%
Ratios and supplemental data:
Net assets, end of period (000 omitted) ....................... $11,226 $11,107 $1,703
Ratio of expenses to average net assets ....................... 1.53% 2.23% 2.23%
Ratio of expenses to average net assets prior to
expense limitation and expenses paid indirectly ........... 2.06% 2.76% 2.76%
Ratio of net investment income (loss) to average
net assets ................................................ (0.11%) (0.81%) (0.81%)
Ratio of net investment income (loss) to average
net assets prior to expense limitation and
expenses paid indirectly .................................. (0.64%) (1.34%) (1.34%)
Portfolio turnover ............................................ 17% 17% 17%
</TABLE>
- --------------------------------------------------------
(1) Ratios have been annualized and total return has not been annualized.
(2) The average shares outstanding method has been applied for per share
information.
(3) Total investment return is based on the change in net asset value of a share
during the period and assumes reinvestment of distributions at net asset
value and does not reflect the impact of a sales charge.
<PAGE>
November 23, 1999
Delaware Blue Chip Fund
Institutional Class
Supplement to the Prospectus dated January 29, 1999
On November 23, 1999, the Fund was part of a reorganization from a Maryland
corporation to a Delaware business trust, as approved by shareholders at the
most recent Joint Annual/Special Meeting of Shareholders. The reorganization
does not affect the name of the Fund or its investment operations, however, the
name of the company of which the Fund is a series has changed from Delaware
Group Equity Funds II, Inc. to Delaware Group Equity Funds II.
This Supplement also updates the Fund's performance information in the Fund
Profile section in the beginning of the prospectus, as well as the data in the
Financial Information section at the end of the prospectus, as follows:
From January 1, 1999 to September 30, 1999, the total return for
Delaware Blue Chip Fund Institutional Class was 1.36%.
The Financial Highlights for each share of the Delaware Blue Chip Fund
Institutional Class for the six months ended May 31, 1999 (unaudited)
were as follows:(1)
Institutional Class
-------------------
Net asset value, beginning of period ....................... $10.990
Income from investment operations:
Net investment income (loss)(2) ....................... 0.011
Net realized and unrealized gain
from investments .................................. 1.014
-------
Total from investment operations ...................... 1.075
-------
Less dividends and distributions:
Dividends from net investment income .................. (0.025)
Distributions from net realized gain
on investments .................................... --
-------
Total dividends and distributions ..................... (0.025)
-------
Net asset value, end of period ............................. $11.990
=======
Total return(3) ............................................ 9.58%
Ratios and supplemental data:
Net assets, end of period (000 omitted) ............... $391
Ratio of expenses to average net assets ............... 1.23%
Ratio of expenses to average net assets
prior to expense limitation and expenses
paid indirectly ................................... 1.76%
Ratio of net investment income (loss) to
average net assets ................................ 0.19%
Ratio of net investment income (loss) to
average net assets prior to expense
limitation and expenses paid indirectly ........... (0.34%)
Portfolio turnover .................................... 17%
- -----------------------------------------------------------------------
(1) Ratios have been annualized and total return has not been annualized.
(2) The average shares outstanding method has been applied for per share
information.
(3) Total investment return is based on the change in net asset value of a share
during the period and assumes reinvestment of distributions at net asset
value and does not reflect the impact of a sales charge.
<PAGE>
November 23, 1999
Delaware Social Awareness Fund
Class A * Class B * Class C
Supplement to the Prospectus dated January 29, 1999
On November 23, 1999, the Fund was part of a reorganization from a Maryland
corporation to a Delaware business trust, as approved by shareholders at the
most recent Joint Annual/Special Meeting of Shareholders. The reorganization
does not affect the name of the Fund or its investment operations, however, the
name of the company of which the Fund is a series has changed from Delaware
Group Equity Funds II, Inc. to Delaware Group Equity Funds II.
This Supplement also updates the Fund's performance information in the Fund
Profile section in the beginning of the prospectus, as well as the data in the
Financial Information section at the end of the prospectus, as follows:
From January 1, 1999 to September 30, 1999, the total return for the
Delaware Social Awareness Fund Class A shares was -1.97%. The Fund's
return does not include the maximum Class A sales charge of 5.75%,
which is normally deducted when you purchase shares. If that fee were
included, the return would have been lower than the one described.
The Financial Highlights for each share for the six months ended May
31, 1999 (unaudited) were as follows:(1)
<TABLE>
<CAPTION>
Class A Class B Class C
----------------------------------------------------
<S> <C> <C> <C>
Net asset value, beginning of period ............................... $11.260 $11.120 $11.120
Income (loss) from investment operations:
Net investment income (loss)(2) ............................... (0.019) (0.064) (0.063)
Net realized and unrealized gain on investments ............... 0.999 0.974 0.983
------- ------- -------
Total from investment operations .............................. 0.980 0.910 0.920
------- ------- -------
Less distributions:
Distributions from net realized gain on investments ........... -- -- --
------- ------- -------
Total distributions ........................................... -- -- --
------- ------- -------
Net asset value, end of period ..................................... $12.240 $12.030 $12.040
======= ======= =======
Total return(3) .................................................... 8.61% 8.18% 8.27%
Ratios and supplemental data:
Net assets, end of period (000 omitted) ....................... $47,246 $39,334 $9,977
Ratio of expenses to average net assets ....................... 1.48% 2.23% 2.23%
Ratio of expenses to average net assets prior to expense
limitation and expenses paid indirectly ................... 1.65% 2.40% 2.40%
Ratio of net investment income (loss) to average net assets ... (0.31%) (1.06%) (1.06%)
Ratio of net investment income (loss) to average net
assets prior to expense limitation and expenses paid
indirectly ................................................ (0.48%) (1.23%) (1.23%)
Portfolio turnover ............................................ 25% 25% 25%
</TABLE>
- ---------------------------------------------------------------
(1) Ratios have been annualized and total return has not been annualized.
(2) The average shares outstanding method has been applied for per share
information.
(3) Total investment return is based on the change in net asset value of a share
during the period and assumes reinvestment of distributions at net asset
value and does not reflect the impact of a sales charge.
<PAGE>
November 23, 1999
Delaware Social Awareness Fund
Institutional Class
Supplement to the Prospectus dated January 29, 1999
On November 23, 1999, the Fund was part of a reorganization from a Maryland
corporation to a Delaware business trust, as approved by shareholders at the
most recent Joint Annual/Special Meeting of Shareholders. The reorganization
does not affect the name of the Fund or its investment operations, however, the
name of the company of which the Fund is a series has changed from Delaware
Group Equity Funds II, Inc. to Delaware Group Equity Funds II.
This Supplement also updates the Fund's performance information in the Fund
Profile section in the beginning of the prospectus, as well as the data in the
Financial Information section at the end of the prospectus, as follows:
From January 1, 1999 to September 30, 1999, the total return for
Delaware Social Awareness Fund Institutional Class was -1.80%.
The Financial Highlights for each share of the Delaware Social
Awareness Fund Institutional Class for the six months ended May 31,
1999 (unaudited) were as follows:(1)
Institutional Class
-------------------
Net asset value, beginning of period ....................... $11.310
Income (loss) from investment operations:
Net investment income (loss)(2) ....................... (0.004)
Net realized and unrealized gain on
investments ....................................... 1.004
-------
Total from investment operations ...................... 0.930
-------
Less distributions:
Distributions from net realized gain
on investments .................................... --
-------
Total distributions ................................... --
-------
Net asset value, end of period ............................. $12.310
=======
Total return(3) ............................................ 8.84%
Ratios and supplemental data:
Net assets, end of period (000 omitted) ............... $472
Ratio of expenses to average net assets ............... 1.23%
Ratio of expenses to average net assets prior to
expense limitation and expenses paid indirectly ... 1.40%
Ratio of net investment income (loss) to average
net assets ........................................ (0.06%)
Ratio of net investment income (loss) to average net
assets prior to expense limitation and expenses
paid indirectly ................................... (0.23%)
Portfolio turnover .................................... 25%
- -----------------------------------------------------------------------
(1) Ratios have been annualized and total return has not been annualized.
(2) The average shares outstanding method has been applied for per share
information.
(3) Total investment return is based on the change in net asset value of a share
during the period and assumes reinvestment of distributions at net asset
value and does not reflect the impact of a sales charge.
<PAGE>
November 23, 1999
Delaware Diversified Value Fund
Class A * Class B * Class C
Supplement to the Prospectus dated January 29, 1999
On November 23, 1999, the Fund was part of a reorganization from a Maryland
corporation to a Delaware business trust, as approved by shareholders at the
most recent Joint Annual/Special Meeting of Shareholders. The reorganization
does not affect the name of the Fund or its investment operations, however, the
name of the company of which the Fund is a series has changed from Delaware
Group Equity Funds II, Inc. to Delaware Group Equity Funds II.
<PAGE>
November 23, 1999
Delaware Diversified Value Fund
Institutional Class
Supplement to the Prospectus dated January 29, 1999
On November 23, 1999, the Fund was part of a reorganization from a Maryland
corporation to a Delaware business trust, as approved by shareholders at the
most recent Joint Annual/Special Meeting of Shareholders. The reorganization
does not affect the name of the Fund or its investment operations, however, the
name of the company of which the Fund is a series has changed from Delaware
Group Equity Funds II, Inc. to Delaware Group Equity Funds II.
<PAGE>
November 23, 1999
Supplement to the Statement of Additional Information dated January 29, 1999
Delaware Group Equity Funds II
Delaware Decatur Equity Income Fund (formerly Decatur Income Fund)
Delaware Growth and Income Fund (formerly Decatur Total Return Fund)
Delaware Blue Chip Fund
Delaware Social Awareness Fund
Delaware Diversified Value Fund
(Class A * Class B * Class C * Institutional Class)
The following supplements the discussion concerning the Funds' financial
statements on the Cover Page and under the heading Financial Statements:
The financial statements for the most recent semi-annual period, the
notes relating thereto, and the financial highlights for the same
period, are incorporated by reference from the Funds' Semi-Annual
Report into this SAI. The Semi-Annual Report will accompany any request
for the SAI and can be obtained, without charge, by calling
800-523-1918.
Below are the average annual total return quotations for each Class of each
Fund, except for Delaware Diversified Value Fund, through May 31, 1999. This
information supplements and updates the information appearing under the heading
Performance Information. The average annual total return quotations are
calculated in the manner described in the SAI.
Average Annual Total Return
Delaware Decatur Equity Income Fund
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Class A Class B Class B Class C Class C
(At Offer) Class A Institutional (Including (Excluding (Including (Excluding
(1)(2) (At NAV) (2) Class CDSC)(3) CDSC) CDSC) CDSC)
<S> <C> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------
1 year ended
5/31/99 -2.66% 3.28% 3.50% -1.79% 2.47% 1.66% 2.51%
- ---------------------------------------------------------------------------------------------------------------------------
3 years ended
5/31/99 15.45% 17.75% 17.98% 16.10% 16.81% 16.81% 16.81%
- ---------------------------------------------------------------------------------------------------------------------------
5 years ended
5/31/99 17.02% 18.41% 18.61% N/A N/A N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------
10 years ended
5/31/99 11.91% 12.58% N/A N/A N/A N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------
15 years ended
5/31/99 14.76% 15.22% N/A N/A N/A N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------
Life of Fund(4) 12.38% 12.54% 16.83% 17.42% 17.65% 17.40% 17.40%
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ----------
(1) Effective November 2, 1998, the maximum front-end sales charge is 5.75%.
The above performance numbers are calculated using 5.75% as the applicable
sales charge for all time periods.
(2) Performance figures reflect the applicable Rule 12b-1 distribution expenses
that apply on and after May 2, 1994.
(3) Effective November 2, 1998, the CDSC schedule for Class B Shares increased
as follows: (i) 5% if shares are redeemed within one year of purchase (ii)
4% if shares are redeemed within two years of purchase; (iii) 3% if shares
are redeemed during the third or fourth year following purchase; (iv) 2% if
shares are redeemed during the fifth year following purchase; (v) 1% if
shares are redeemed during the sixth year following purchase; and (v) 0%
thereafter. The above figures have been calculated using this new schedule.
(4) Date of initial public offering of Delaware Decatur Equity Income Fund A
Class was March 18, 1957; Delaware Decatur Equity Income Fund Institutional
Class was January 13, 1994, Delaware Decatur Equity Income Fund B Class was
September 6, 1994; Delaware Decatur Equity Income Fund C Class was November
29, 1995.
<PAGE>
Average Annual Total Return
Delaware Growth and Income Fund
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Class A Class B Class B Class C Class C
(At Offer) Class A Institutional (Including (Excluding (Including (Excluding
(1) (At NAV) Class CDSC) CDSC) CDSC) CDSC)
<S> <C> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------
1 year ended
5/31/99 -2.14% 3.84% 4.12% -1.44% 3.08% 2.24% 3.15%
- ---------------------------------------------------------------------------------------------------------------------------
3 years ended
5/31/99 16.28% 18.59% 18.94% 17.01% 17.74% 17.78% 17.78%
- ---------------------------------------------------------------------------------------------------------------------------
5 years ended
5/31/99 18.04% 19.45% 19.81% N/A N/A N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------
10 years ended
5/31/99 13.16% 13.84% 14.03% N/A N/A N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------
Life of Fund(3) 13.66% 14.19% 14.34% 18.71% 18.93% 18.19% 18.19%
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ----------
(1) Effective November 2, 1998, the maximum front-end sales charge is 5.75%.
The above performance numbers are calculated using 5.75% as the applicable
sales charge for all time periods.
(2) Effective November 2, 1998, the CDSC schedule for Class B Shares increased
as follows: (i) 5% if shares are redeemed within one year of purchase (ii)
4% if shares are redeemed within two years of purchase; (iii) 3% if shares
are redeemed during the third or fourth year following purchase; (iv) 2% if
shares are redeemed during the fifth year following purchase; (v) 1% if
shares are redeemed during the sixth year following purchase; and (v) 0%
thereafter. The above figures have been calculated using this new schedule.
(3) Date of initial public offering of Delaware Growth and Income Fund A Class
was August 27, 1986; Delaware Growth and Income Fund Institutional Class
was July 26, 1993; Delaware Growth and Income Fund B Class was September 6,
1994; Delaware Growth and Income Fund C Class was November 29, 1995.
<PAGE>
Average Annual Total Return
Delaware Blue Chip Fund (1)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Class A Class B Class B Class C Class C
(At Offer) Class A Institutional (Including (Excluding (Including (Excluding
(2) (At NAV) Class CDSC)(3) CDSC) CDSC) CDSC)
<S> <C> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------
1 year ended
5/31/99 3.42% 9.76% 10.18% 4.10% 9.10% 8.10% 9.10%
- ---------------------------------------------------------------------------------------------------------------------------
Life of Fund(4) 13.67% 16.69% 17.06% 14.83% 15.93% 15.93% 15.93%
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ----------
(1) Reflects voluntary fee waivers and expense payments. In the absence of the
voluntary fee waiver and payment of expenses, performance would have been
affected negatively. See Investment Management Agreements and Sub-Advisory
Agreements for information about fee waivers and expense payments.
(2) Effective November 2, 1998, the maximum front-end sales charge is 5.75%.
The above performance numbers are calculated using 5.75% as the applicable
sales charge for all time periods.
(3) Effective November 2, 1998, the CDSC schedule for Class B Shares increased
as follows: (i) 5% if shares are redeemed within one year of purchase (ii)
4% if shares are redeemed within two years of purchase; (iii) 3% if shares
are redeemed during the third or fourth year following purchase; (iv) 2% if
shares are redeemed during the fifth year following purchase; (v) 1% if
shares are redeemed during the sixth year following purchase; and (v) 0%
thereafter. The above figures have been calculated using this new schedule.
(4) Each Class commenced operations on February 24, 1997.
Average Annual Total Return
Delaware Social Awareness Fund(1)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Class A Class B Class B Class C Class C
(At Offer) Class A Institutional (Including (Excluding (Including (Excluding
(2)(3) (At NAV)(3) Class CDSC)(4) CDSC) CDSC) CDSC)
<S> <C> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------
1 year ended
5/31/99 -1.21% 4.79% 5.03% -1.11% 3.89% 2.97% 3.97%
- ---------------------------------------------------------------------------------------------------------------------------
Life of Fund(5) 14.62% 17.66% 17.96% 15.67% 16.77% 16.81% 16.81%
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ----------
(1) Reflects voluntary fee waivers and expense payments. In the absence of the
voluntary fee waiver and payment of expenses, performance would have been
affected negatively. See Investment Management Agreements and Sub-Advisory
Agreements for information about fee waivers and expense payments.
(2) Effective November 2, 1998, the maximum front-end sales charge is 5.75%.
The above performance numbers are calculated using 5.75% as the applicable
sales charge for all time periods.
(3) Reflects voluntary 12b-1 fee waivers to limit 12b-1 expenses to 0.25% of
average daily net assets. In the absence of the voluntary fee waiver and
payment of expenses, performance would have been affected negatively.
(4) Effective November 2, 1998, the CDSC schedule for Class B Shares increased
as follows: (i) 5% if shares are redeemed within one year of purchase (ii)
4% if shares are redeemed with two years of purchase; (iii) 3% if shares
are redeemed during the third or fourth year following purchase; (iv) 2% if
shares are redeemed during the fifth year following purchase; (v) 1% if
shares are redeemed during the sixth year following purchase; and (v) 0%
thereafter. The above figures have been calculated using this new schedule.
(5) Each Class commenced operations on February 27, 1997.
Below are the 30-day yield quotations for each Class of Delaware Decatur Equity
Income Fund and Delaware Growth and Income Fund for the period ended May 31,
1999. This information supplements and updates the information appearing under
the heading Performance Information. The current yield quotations are calculated
in the manner described in the SAI.
<PAGE>
Delaware Delaware
Decatur Equity Growth and
Income Fund Income Fund
----------- -----------
Class A Shares 1.99% 0.91%
Class B Shares 1.32% 0.25%
Class C Shares 1.31% 0.25%
Institutional Class Shares 2.34% 1.27%
Below are the cumulative total return quotations for each Class of each Fund,
except Delaware Diversified Value Fund, through May 31, 1999. The cumulative
total return quotations of Delaware Diversified Value Fund are only provided for
its Class A shares and Institutional Class shares. This information supplements
and updates the information appearing under the heading Performance Information.
The cumulative total return quotations are calculated in the manner described in
the SAI.
Cumulative Total Return
Delaware Decatur Equity Income Fund
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Class A Class B Class B Class C Class C
(At Offer) Class A Institutional (Including (Excluding (Including (Excluding
(1)(2) (At NAV)(2) Class CDSC)(3) CDSC) CDSC) CDSC)
<S> <C> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------
3 months ended
5/31/99 -1.54% 4.46% 4.51% -0.72% 4.28% 3.31% 4.31%
- ---------------------------------------------------------------------------------------------------------------------------
6 months ended
5/31/99 -2.17% 3.82% 3.91% -0.93% 3.40% 2.57% 3.44%
- ---------------------------------------------------------------------------------------------------------------------------
9 months ended
11/30/98 12.30% 19.13% 19.28% 13.45% 18.39% 17.49% 18.48%
- ---------------------------------------------------------------------------------------------------------------------------
1 year ended
5/31/99 -2.66% 3.28% 3.50% -1.79% 2.47% 1.66% 2.51%
- ---------------------------------------------------------------------------------------------------------------------------
3 years ended
5/31/99 53.87% 63.28% 64.23% 56.49% 59.37% 59.38% 59.38%
- ---------------------------------------------------------------------------------------------------------------------------
5 years ended
5/31/99 119.44% 132.79% 134.76% N/A N/A N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------
10 years ended
5/31/99 208.14% 226.91% N/A N/A N/A N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------
15 years ended
5/31/99 688.87% 737.03% N/A N/A N/A N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------
Life of Fund(4) 13,707.40% 14,552.58% 131.06% 113.85% 115.85% 75.50% 75.50%
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ----------
(1) Effective November 2, 1998, the maximum front-end sales charge is 5.75%. The
above performance numbers are calculated using 5.75% as the applicable sales
charge for all time periods.
(2) Performance figures reflect the applicable Rule 12b-1 distribution expenses
that apply on and after May 2, 1994.
(3) Effective November 2, 1998, the CDSC schedule for Class B Shares increased
as follows: (i) 5% if shares are redeemed within one year of purchase (ii)
4% if shares are redeemed within two years of purchase; (iii) 3% if shares
are redeemed during the third or fourth year following purchase; (iv) 2% if
shares are redeemed during the fifth year following purchase; (v) 1% if
shares are redeemed during the sixth year following purchase; and (v) 0%
thereafter. The above figures have been calculated using this new schedule.
(4) Date of initial public offering of Delaware Decatur Equity Income Fund A
Class was March 18, 1957; Delaware Decatur Equity Income Fund Institutional
Class was January 13, 1994, Delaware Decatur Equity Income Fund B Class was
September 6, 1994; Delaware Decatur Equity Income Fund C Class was November
29, 1995.
<PAGE>
Cumulative Total Return
Delaware Growth and Income Fund
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Class A Class B Class B Class C Class C
(At Offer) Class A Institutional (Including (Excluding (Including (Excluding
(1) (At NAV) Class CDSC)(2) CDSC) CDSC) CDSC)
<S> <C> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------
3 months ended
5/31/99 -0.96% 5.10% 5.21% -0.07% 4.93% 3.94% 4.94%
- ---------------------------------------------------------------------------------------------------------------------------
6 months ended
5/31/99 -1.73% 4.28% 4.43% -0.67% 3.90% 3.00% 3.92%
- ---------------------------------------------------------------------------------------------------------------------------
9 months ended
11/30/98 15.06% 22.08% 22.34% 16.40% 21.40% 20.45% 21.45%
- ---------------------------------------------------------------------------------------------------------------------------
1 year ended
5/31/99 -2.14% 3.84% 4.12% -1.44% 3.08% 2.24% 3.15%
- ---------------------------------------------------------------------------------------------------------------------------
3 years ended
5/31/99 57.23% 66.79% 68.26% 60.22% 63.22% 63.37% 63.37%
- ---------------------------------------------------------------------------------------------------------------------------
5 years ended
5/31/99 129.18% 143.20% 146.87% N/A N/A N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------
10 years ended
5/31/99 244.27% 265.41% 271.72% N/A N/A N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------
Life of Fund(3) 412.58% 443.78% 453.15% 125.21% 127.21% 79.65% 79.65%
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ----------
(1) Effective November 2, 1998, the maximum front-end sales charge is 5.75%.
The above performance numbers are calculated using 5.75% as the applicable
sales charge for all time periods.
(2) Effective November 2, 1998, the CDSC schedule for Class B Shares increased
as follows: (i) 5% if shares are redeemed within one year of purchase (ii)
4% if shares are redeemed within two years of purchase; (iii) 3% if shares
are redeemed during the third or fourth year following purchase; (iv) 2% if
shares are redeemed during the fifth year following purchase; (v) 1% if
shares are redeemed during the sixth year following purchase; and (v) 0%
thereafter. The above figures have been calculated using this new schedule.
(3) Date of initial public offering of Delaware Growth and Income Fund A Class
was August 27, 1986; Delaware Growth and Income Fund Institutional Class
was July 26, 1993; Delaware Growth and Income Fund B Class was September 6,
1994; Delaware Growth and Income Fund C Class was November 29, 1995.
<PAGE>
Cumulative Total Return
Delaware Blue Chip Fund (1)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Class A Class B Class B Class C Class C
(At Offer) Class A Institutional (Including (Excluding (Including (Excluding
(2) (At NAV) Class CDSC)(3) CDSC) CDSC) CDSC)
<S> <C> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------
3 months ended
5/31/99 -3.08% 2.84% 3.01% -2.23% 2.77% 1.68% 2.68%
- ---------------------------------------------------------------------------------------------------------------------------
6 months ended
5/31/99 3.06% 9.36% 9.58% 4.10% 9.10% 8.10% 9.10%
- ---------------------------------------------------------------------------------------------------------------------------
9 months ended
11/30/98 21.67% 29.13% 29.47% 23.60% 28.60% 27.46% 28.46%
- ---------------------------------------------------------------------------------------------------------------------------
1 year ended
5/31/99 3.42% 9.76% 10.18% 4.10% 9.10% 8.10% 9.10%
- ---------------------------------------------------------------------------------------------------------------------------
Life of Fund(4) 33.68% 41.86% 42.90% 36.79% 39.79% 39.79% 39.79%
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ----------
(1) Reflects voluntary fee waivers and expense payments. In the absence of the
voluntary fee waiver and payment of expenses, performance would have been
affected negatively. See Investment Management Agreements and Sub-Advisory
Agreements for information about fee waivers and expense payments.
(2) Effective November 2, 1998, the maximum front-end sales charge is 5.75%.
The above performance numbers are calculated using 5.75% as the applicable
sales charge for all time periods.
(3) Effective November 2, 1998, the CDSC schedule for Class B Shares increased
as follows: (i) 5% if shares are redeemed within one year of purchase (ii)
4% if shares are redeemed within two years of purchase; (iii) 3% if shares
are redeemed during the third or fourth year following purchase; (iv) 2% if
shares are redeemed during the fifth year following purchase; (v) 1% if
shares are redeemed during the sixth year following purchase; and (v) 0%
thereafter. The above figures have been calculated using this new schedule.
(4) Each Class commenced operations on February 24, 1997.
<PAGE>
Cumulative Total Return
Delaware Social Awareness Fund (1)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Class A Class B Class B Class C Class C
(At Offer) Class A Institutional (Including (Excluding (Including (Excluding
(2)(3) (At NAV)(3) Class CDSC)(4) CDSC) CDSC) CDSC)
<S> <C> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------
3 months ended
5/31/99 -3.85% 2.00% 2.07% -3.22% 1.78% 0.86% 1.86%
- ---------------------------------------------------------------------------------------------------------------------------
6 months ended
5/31/99 2.34% 8.61% 8.84% 3.18% 8.18% 7.27% 8.27%
- ---------------------------------------------------------------------------------------------------------------------------
9 months ended
11/30/98 17.35% 24.52% 24.72% 18.77% 23.77% 22.87% 23.87%
- ---------------------------------------------------------------------------------------------------------------------------
1 year ended
5/31/99 -1.21% 4.79% 5.03% -1.11% 3.89% 2.97% 3.97%
- ---------------------------------------------------------------------------------------------------------------------------
Life of Fund(5) 36.23% 44.56% 45.39% 39.08% 42.08% 42.20% 42.20%
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ----------
(1) Reflects voluntary fee waivers and expense payments. In the absence of the
voluntary fee waiver and payment of expenses, performance would have been
affected negatively. See Investment Management Agreements and Sub-Advisory
Agreements for information about fee waivers and expense payments.
(2) Effective November 2, 1998, the maximum front-end sales charge is 5.75%.
The above performance numbers are calculated using 5.75% as the applicable
sales charge for all time periods.
(3) Reflects voluntary 12b-1 fee waivers to limit 12b-1 expenses to 0.25% of
average daily net assets. In the absence of the voluntary fee waiver,
performance would have been affected negatively.
(4) Effective November 2, 1998, the CDSC schedule for Class B Shares increased
as follows: (i) 5% if shares are redeemed within one year of purchase (ii)
4% if shares are redeemed within two years of purchase; (iii) 3% if shares
are redeemed during the third or fourth year following purchase; (iv) 2% if
shares are redeemed during the fifth year following purchase; (v) 1% if
shares are redeemed during the sixth year following purchase; and (v) 0%
thereafter. The above figures have been calculated using this new schedule.
(5) Each Class commenced operations on February 27, 1997.
<PAGE>
Cumulative Total Return
Delaware Diversified Value Fund (1)
-----------------------------------------------------------------------------
Class A Class A
(At Offer)(2)(3) (At NAV)(3) Institutional Class
-----------------------------------------------------------------------------
Period 9/15/98(4)
through 5/31/99 18.12% 25.34% 25.82%
-----------------------------------------------------------------------------
(1) Reflects voluntary fee waivers and expense payments. In the absence of
the voluntary fee waiver and payment of expenses, performance would have
been affected negatively. See Investment Management Agreements and
Sub-Advisory Agreements for information about fee waivers and expense
payments.
(2) Effective November 2, 1998, the maximum front-end sales charge is 5.75%.
The above performance number for Class A Shares is calculated using
5.75% as the applicable sales charge.
(3) Reflects voluntary 12b-1 fee waivers. In the absence of the voluntary
fee waiver, performance would have been affected negatively.
(4) Commencement of operations.
On November 23, 1999, Delaware Group Equity Funds II, Inc. was reorganized from
a Maryland corporation to a Delaware business trust named Delaware Group Equity
Funds II. To reflect the reorganization, the language in the SAI is amended as
follows:
All references to Equity Fund II's "directors" shall be replaced with the
word "trustees."
The first paragraph under the heading General Information, concerning the
organization of the Funds, shall be replaced by the following paragraph:
Equity Funds II is an open-end management investment company. Each Fund's
portfolio of assets is diversified as defined by the Investment Company Act
of 1940. The company was first organized as a Delaware corporation in 1956
and was subsequently reorganized as a Maryland corporation on March 4, 1983.
On November 23, 1999, the company was reorganized as a business trust called
Delaware Group Equity Funds II under the laws of Delaware.
The first two paragraphs under the General Information section's sub-heading
Capitalization, concerning the authorized capital of the Funds, shall be
replaced by the following sentence:
Equity Funds II has an unlimited authorized number of shares of beneficial
interest with no par value, issued in separate series and classes.
The defined term "Equity Funds II, Inc." shall be replaced with the term "Equity
Funds II" throughout the SAI.
<PAGE>
PART C
Other Information
Item 23. Exhibits
(a) Agreement and Declaration of Trust.
(1) Agreement and Declaration of Trust (December 17,
1998) attached as Exhibit.
(2) Certificate of Trust (December 17, 1998) attached as
Exhibit.
(b) By-Laws. By-Laws (December 17, 1998) attached as Exhibit.
(c) Copies of All Instruments Defining the Rights of Holders.
(1) Agreement and Declaration of Trust. Articles III, V
and VI of Agreement and Declaration of Trust attached
as Exhibit (a)(1).
(2) By-Laws. Article II of By-Laws attached as Exhibit
(b).
(d) Investment Management Agreements.
(1) Form of Investment Management Agreement (November
1999) between Delaware Management Company and the
Registrant on behalf of each Fund attached as
Exhibit.
(2) Form of Sub-Advisory Agreement (November 1999)
between Delaware Management Company and Vantage
Global Advisors, Inc. on behalf of Delaware Blue Chip
Fund attached as Exhibit.
(3) Form of Sub-Advisory Agreement (November 1999)
between Delaware Management Company and Vantage
Global Advisors, Inc. on behalf of Delaware Social
Awareness Fund attached as Exhibit.
(e) (1) Distribution Agreement. Form of Distribution
Agreement (November 1999) between Delaware
Distributors, L.P. and the Registrant incorporated
into this filing by reference to Post-Effective
Amendment No. 110 filed July 1, 1998.
(2) Administration and Service Agreement. Form of
Administration and Service Agreement (as amended
November 1995) (Module) incorporated into this filing
by reference to Post-Effective Amendment No. 104
filed November 27, 1995.
(3) Dealer's Agreement. Form of Dealer's Agreement (as
amended November 1995) (Module) incorporated into
this filing by reference to Post-Effective Amendment
No. 104 filed November 27, 1995.
(4) Form of Mutual Fund Agreement for the Delaware Group
of Funds (November 1995) (Module) incorporated into
this filing by reference to Post-Effective Amendment
No. 105 filed January 30, 1996.
(f) Inapplicable.
(g) Custodian Agreements.
<PAGE>
(1) Form of Custodian Agreement (November 1999) between
The Chase Manhattan Bank and the Registrant
incorporated into this filing by reference to
Post-Effective Amendment No. 106 filed December 10,
1996, Post-Effective Amendment No. 109 filed January
30, 1998, Post-Effective Amendment No. 110 filed July
1, 1998 and Post-Effective Amendment No. 112 filed
January 29, 1999.
(2) Form of Securities Lending Agreement (November 1999)
between The Chase Manhattan Bank and the Registrant
incorporated into this filing by reference to
Post-Effective Amendment No. 106 filed December 10,
1996.
(h) Other Material Contracts.
(1) Form of Shareholders Services Agreement (November
1999) between Delaware Service Company, Inc. and the
Registrant on behalf of each Fund incorporated into
this filing by reference to Post-Effective Amendment
No. 110 filed July 1, 1998.
(3) Form of Fund Accounting Agreement (November 1999)
between Delaware Service Company, Inc. and the
Registrant incorporated into this filing by reference
to Post-Effective Amendment No. 106 filed December
10, 1996.
(i) Legal Opinion. Attached as Exhibit.
(j) Consent of Auditors. Attached as Exhibit.
(k) Inapplicable.
(l) Inapplicable.
(m) Plans under Rule 12b-1.
(10) Form of Plan under Rule 12b-1 for Class A (November
1999) incorporated into this filing by reference to
Post-Effective Amendment No. 110 filed July 1, 1998.
(11) Form of Plan under Rule 12b-1 for Class B (November
1999) incorporated into this filing by reference to
Post-Effective Amendment No. 110 filed July 1, 1998.
(12) Form of Plan under Rule 12b-1 for Class C (November
1999) incorporated into this filing by reference to
Post-Effective Amendment No. 110 filed July 1, 1998.
(n) Plan under Rule 18f-3.
(1) Form of Plan under Rule 18f-3 (November 1998)
incorporated into this filing by reference to
Post-Effective Amendment No. 110 filed July 1, 1998.
(p) Other: Trustees' Power of Attorney. Attached as Exhibit.
Item 24. Persons Controlled by or under Common Control with Registrant. None.
Item 25. Indemnification. Article VI of the By-Laws attached as Exhibit (b).
Item 26. Business and Other Connections of Investment Adviser.
(a) Delaware Management Company, a series of Delaware Management
Business Trust, (the "Manager") serves as investment manager to the Registrant
and also serves as investment manager or sub-adviser to certain of the other
funds in the Delaware Investments family (Delaware Group Equity Funds I, Inc.,
Delaware Group
<PAGE>
Equity Funds III, Delaware Group Equity Funds IV, Inc., Delaware
Group Equity Funds V, Inc., Delaware Group Government Fund, Delaware Group
Income Funds, Delaware Group Limited-Term Government Funds, Inc., Delaware Group
Cash Reserve, Inc., Delaware Group Tax-Free Fund, Delaware Group State Tax-Free
Income Trust, Delaware Group Tax-Free Money Fund, Delaware Group Premium Fund,
Inc., Delaware Group Global & International Funds, Inc., Delaware Pooled Trust,
Inc., Delaware Group Adviser Funds, Inc., Delaware Group Dividend and Income
Fund, Inc., Delaware Group Global Dividend and Income Fund, Inc., Delaware Group
Foundation Funds, Voyageur Intermediate Tax-Free Funds,Voyageur Tax-Free Funds,
Voyageur Funds, Inc., Voyageur Insured Funds, Voyageur Investment Trust,
Voyageur Mutual Funds, Voyageur Mutual Funds II, Voyageur Mutual Funds III,
Inc., Voyageur Arizona Municipal Income Fund, Inc., Voyageur Colorado Insured
Municipal Income Fund, Inc., Voyageur Florida Insured Municipal Income Fund,
Voyageur Minnesota Municipal Fund, Inc., Voyageur Minnesota Municipal Fund II,
Inc. and Voyageur Minnesota Municipal Fund III, Inc.). In addition, certain
officers of the Manager also serve as directors/trustees of the other funds in
the Delaware Investments family, and certain officers are also officers of these
other funds. A company indirectly owned by the Manager's indirect parent company
acts as principal underwriter to the mutual funds in the Delaware Investments
family (see Item 27 below) and another such company acts as the shareholder
services, dividend disbursing, accounting servicing and transfer agent for all
of the mutual funds in the Delaware Investments family. Information regarding
the officers and directors of the Manger and the positions they have held with
the Registrant during the past two fiscal years is incorporated into this filing
by reference to Post-Effective Amendment No. 22 to the Registration Statement of
Delaware Group Global & International Funds filed November 22, 1999.
(b) Vantage Global Advisors, Inc. ("Vantage"), 630 Fifth Avenue, New
York, NY 10111, is an indirect, wholly owned subsidiary of Lincoln National
Corporation and an affiliate of Delaware Management Company, Inc. Vantage
provides investment advice to pension plans, endowments, insurance and
commingled products. Vantage serves as sub-investment adviser to the
Registrant's Delaware Blue Chip Fund series and the Delaware Social Awareness
Fund (formerly named Quantum Fund) series and also serves as Sub-Adviser to
Delaware Group Premium Fund, Inc. The directors and officers of Vantage are
listed below. Unless otherwise indicated, the principal business address of each
person is 630 Fifth Avenue, New York, NY 10111.
<TABLE>
<CAPTION>
Name Positions and Offices with Vantage Global Advisors, Inc.
- ---- --------------------------------------------------------
<S> <C>
Roger Sayler(1) President and Chief Executive Officer of Vantage Global Advisors, Inc.
*Dennis A. Blume Director of Vantage Global Advisors, Inc.
Executive Vice President and Director of Lincoln Investment Management Company,
1300 South Clinton Street, Fort Wayne , IN
**H. Thomas McMeekin Director of Vantage Global Advisors, Inc.
Executive Vice President of Delaware Management Holdings, Inc.; Executive Vice
President/Chief Investment Officer - Fixed Income of Delaware Management
Company, Delaware Investment Advisers and Delaware Investments family of funds,
One Commerce Square, Philadelphia, PA
Executive Vice President of Lincoln National Corporation; President and Director of
Lincoln National Investment Company, 1300 South Clinton Street, Fort Wayne , IN
**Bruce D. Barton Director of Vantage Global Advisors, Inc.
President of Delaware Distributors, L.P., 1818 Market Street, Philadelphia, PA
Perry Dean Keck Vice President/Director of Marketing
Enrique De Jesus Chang(2) Senior Vice President/Quantitative Research
Yi Feng Yang Vice President/Research
Christopher P. Harvey Vice President
Keven S. Lee Vice President
- -------------------
* Business address is 200 East Berry Street, Fort Wayne, IN 46802.
** Business address is 1818 Market Street, Philadelphia, PA 19103.
(1) Managing Director/Global Head of Derivatives, J.P. Morgan Investment
Management prior to September 1999.
(2) Vice President, J.W. Seligman prior to May 1998.
</TABLE>
<PAGE>
Item 27. Principal Underwriters.
(a) Delaware Distributors, L.P. serves as principal underwriter
for all the mutual funds in the Delaware Investments family.
(b) Information with respect to each director, officer or partner
of principal underwriter is incorporated into this filing by
reference to Post-Effective Amendment No. 22 to the
Registration Statement of Delaware Group Global &
International Funds filed November 22, 1999.
(c) Inapplicable.
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. Not Applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, this Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in this City of Philadelphia, Commonwealth of Pennsylvania on this
19th day of November, 1999.
DELAWARE GROUP EQUITY FUNDS II
By /s/ David K. Downes
------------------------
David K. Downes
President and Chief Executive Officer
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:
<TABLE>
<CAPTION>
Signature Title Date
- ----------------------------- --------------------------------------- ----------------
<S> <C> <C>
President/Chief Executive Officer
Chief Operating Officer/Chief
Financial Officer
(Principal Executive Officer, Principal
Financial Officer and Principal
/s/ David K. Downes Accounting Officer) and Trustee November 19, 1999
- -----------------------------
David K. Downes
/s/ Wayne A. Stork Trustee November 19, 1999
- -----------------------------
Wayne A. Stork
/s/ Walter P. Babich * Trustee November 19, 1999
- -----------------------------
Walter P. Babich
/s/ John H. Durham * Trustee November 19, 1999
- -----------------------------
John H. Durham
/s/ Anthony D. Knerr * Trustee November 19, 1999
- -----------------------------
Anthony D. Knerr
/s/ Ann R. Leven * Trustee November 19, 1999
- -----------------------------
Ann R. Leven
/s/Thomas F. Madison * Trustee November 19, 1999
- -----------------------------
Thomas F. Madison
/s/Charles E. Peck * Trustee November 19, 1999
- -----------------------------
Charles E. Peck
/s/ Jan L. Yeomans * Trustee November 19, 1999
- -----------------------------
Jan L. Yeomans
</TABLE>
*By /s/ David K. Downes
-------------------------
David K. Downes
as Attorney-in-Fact for
each of the persons indicated
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Exhibits
to
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Exhibit
- ----------- -------
EX-99.A1 Agreement and Declaration of Trust (December 17, 1998)
EX-99.A2 Certificate of Trust (December 17, 1998)
EX-99.B By-Laws
EX-99.D1 Form of Investment Management Agreement (November 1999)
between Delaware Management Company and the Registrant on
behalf of each Fund
EX-99.D2 Form of Sub-Advisory Agreement (November 1999) between
Delaware Management Company and Vantage Global Advisors, Inc.
on behalf of Delaware Blue Chip Fund
EX-99.D3 Form of Sub-Advisory Agreement (November 1999) between
Delaware Management Company and Vantage Global Advisors, Inc.
on behalf of Delaware Social Awareness Fund
EX-99.I Legal Opinion
EX-99.J Consent of Auditors
EX-99.O Trustees' Power of Attorney
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AGREEMENT AND DECLARATION OF TRUST
of
DELAWARE GROUP EQUITY FUNDS II
a Delaware Business Trust
<PAGE>
TABLE OF CONTENTS
<TABLE>
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Page
ARTICLE I. Name and Definitions..................................................................................1
<S> <C> <C>
Section 1. Name.........................................................................................1
Section 2. Registered Agent and Registered Office; Principal Place of Business..........................2
(a) Registered Agent and Registered Office................................................2
(b) Principal Place of Business...........................................................2
Section 3. Definitions..................................................................................2
(a) "1940 Act"............................................................................2
(b) "Affiliate"...........................................................................2
(c) "Board of Trustees"...................................................................2
(d) "By-Laws".............................................................................2
(e) "Certificate of Trust"................................................................2
(f) "Code"................................................................................2
(g) "Commission"..........................................................................2
(h) "DBTA"................................................................................3
(i) "Declaration of Trust"................................................................3
(j) "General Liabilities".................................................................3
(k) "Interested Person"...................................................................3
(l) "Investment Adviser" or "Adviser".....................................................3
(m) "National Financial Emergency"........................................................3
(n) "Person"..............................................................................3
(o) "Principal Underwriter"...............................................................3
(p) "Series"..............................................................................3
(q) "Shares"..............................................................................3
(r) "Shareholder".........................................................................4
(s) "Trust"...............................................................................4
(t) "Trust Property"......................................................................4
(u) "Trustee" or "Trustees"...............................................................4
ARTICLE II. Purpose of Trust.....................................................................................4
ARTICLE III. Shares..............................................................................................8
Section 1. Division of Beneficial Interest..............................................................8
Section 2. Ownership of Shares..........................................................................9
Section 3. Investments in the Trust....................................................................10
Section 4. Status of Shares and Limitation of Personal Liability.......................................11
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Section 5. Power of Board of Trustees to Change Provisions Relating to Shares..........................11
Section 6. Establishment and Designation of Series.....................................................12
(a) Assets Held with Respect to a Particular Series......................................12
(b) Liabilities Held with Respect to a Particular Series.................................13
(c) Dividends, Distributions, Redemptions and Repurchases................................14
(d) Voting...............................................................................14
(e) Equality.............................................................................14
(f) Fractions............................................................................15
(g) Exchange Privilege...................................................................15
(h) Combination of Series................................................................15
(i) Elimination of Series................................................................15
Section 7. Indemnification of Shareholders.............................................................15
ARTICLE IV.......................................................................................................16
The Board of Trustees............................................................................................16
Section 1. Number, Election and Tenure.................................................................16
Section 2. Effect of Death, Resignation, Removal, etc. of a Trustee....................................16
Section 3. Powers......................................................................................17
Section 4. Payment of Expenses by the Trust............................................................18
Section 5. Payment of Expenses by Shareholders.........................................................19
Section 6. Ownership of Trust Property.................................................................19
Section 7. Service Contracts...........................................................................19
ARTICLE V. Shareholders' Voting Powers and Meetings.............................................................21
Section 1. Voting Powers...............................................................................21
Section 2. Meetings....................................................................................21
Section 3. Quorum and Required Vote....................................................................21
Section 4. Shareholder Action by Written Consent without a Meeting.....................................22
Section 5. Record Dates................................................................................22
Section 6. Additional Provisions.......................................................................23
ARTICLE VI. Net Asset Value, Distributions and Redemptions......................................................23
Section 1. Determination of Net Asset Value, Net Income and Distributions..............................23
Section 2. Redemptions at the Option of a Shareholder..................................................24
Section 3. Redemptions at the Option of the Trust......................................................25
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ARTICLE VII. Compensation and Limitation of Liability of Officers and Trustees..................................26
Section 1. Compensation................................................................................26
Section 2. Indemnification and Limitation of Liability.................................................26
Section 3. Officers and Trustees' Good Faith Action, Expert Advice, No Bond or Surety..................26
Section 4. Insurance...................................................................................27
ARTICLE VIII. Miscellaneous.....................................................................................27
Section 1. Liability of Third Persons Dealing with Trustees............................................27
Section 2. Dissolution of Trust or Series..............................................................27
Section 3. Merger and Consolidation; Conversion........................................................28
(a) Merger and Consolidation.............................................................28
(b) Conversion...........................................................................28
Section 4. Reorganization..............................................................................29
Section 5. Amendments..................................................................................30
Section 6. Filing of Copies, References, Headings......................................................30
Section 7. Applicable Law..............................................................................31
Section 8. Provisions in Conflict with Law or Regulations..............................................31
Section 9. Business Trust Only.........................................................................31
Section 10. Use of the Names "Delaware Group" and "Delaware Investments"...............................31
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AGREEMENT AND DECLARATION OF TRUST
OF
DELAWARE GROUP EQUITY FUNDS II
AGREEMENT AND DECLARATION OF TRUST made as of this 17th day of
December, 1998, by the Trustees hereunder, and by the holders of shares of
beneficial interest to be issued hereunder as hereinafter provided. This
Declaration of Trust shall be effective upon the filing of the Certificate of
Trust in the office of the Secretary of State of the State of Delaware.
W I T N E S S E T H:
WHEREAS this Trust has been formed to carry on the business of an
investment company; and
WHEREAS this Trust is authorized to issue its shares of beneficial
interest in separate Series, and to issue classes of Shares of any Series or
divide Shares of any Series into two or more classes, all in accordance with the
provisions hereinafter set forth; and
WHEREAS the Trustees have agreed to manage all property coming into
their hands as trustees of a Delaware business trust in accordance with the
provisions of the Delaware Business Trust Act (12 Del. C. ss.3801, et seq.), as
from time to time amended and including any successor statute of similar import
(the "DBTA"), and the provisions hereinafter set forth.
NOW, THEREFORE, the Trustees hereby declare that they will hold all
cash, securities and other assets which they may from time to time acquire in
any manner as Trustees hereunder IN TRUST to manage and dispose of the same upon
the following terms and conditions for the benefit of the holders from time to
time of shares of beneficial interest in this Trust and the Series created
hereunder as hereinafter set forth.
ARTICLE I.
Name and Definitions
Section 1. Name. This trust shall be known as "Delaware Group Equity
Funds II" and the Trustees shall conduct the business of the Trust under that
name, or any other name as they may from time to time determine.
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Section 2. Registered Agent and Registered Office; Principal Place of
Business.
(a) Registered Agent and Registered Office. The name of the registered
agent of the Trust and the address of the registered office of the Trust are as
set forth on the Certificate of Trust.
(b) Principal Place of Business. The principal place of business of the
Trust is One Commerce Square, Philadelphia, Pennsylvania, 19103 or such other
location within or outside of the State of Delaware as the Board of Trustees may
determine from time to time.
Section 3. Definitions. Whenever used herein, unless otherwise required
by the context or specifically provided:
(a) "1940 Act" shall mean the Investment Company Act of 1940 and the
rules and regulations thereunder, all as adopted or amended from time to time;
(b) "Affiliate" shall have the meaning given to it in Section
2(a)(3) of the 1940 Act when used with reference to a specified Person.
(c) "Board of Trustees" shall mean the governing body of the Trust,
which is comprised of the Trustees of the Trust;
(d) "By-Laws" shall mean the By-Laws of the Trust, as amended from time
to time in accordance with Article X of the By-Laws, and incorporated herein by
reference;
(e) "Certificate of Trust" shall mean the certificate of trust filed
with the Office of the Secretary of State of the State of Delaware as required
under the DBTA to form the Trust;
(f) "Code" shall mean the Internal Revenue Code of 1986, as amended,
and the rules and regulations thereunder;
(g) "Commission" shall have the meaning given it in Section 2(a)(7) of
the 1940 Act;
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(h) "DBTA" shall mean the Delaware Business Trust Act, (12 Del. C.
ss.3801, et seq.), as amended from time to time;
(i) "Declaration of Trust" shall mean this Agreement and Declaration of
Trust, as amended or restated from time to time;
(j) "General Liabilities" shall have the meaning given it in Article
III, Section 6(b) of this Declaration Trust;
(k) "Interested Person" shall have the meaning given it in Section
2(a)(19) of the 1940 Act;
(l) "Investment Adviser" or "Adviser" shall mean a party furnishing
services to the Trust pursuant to any contract described in Article IV, Section
7(a) hereof;
(m) "National Financial Emergency" shall mean the whole or any part of
any period set forth in Section 22(e) of the 1940 Act. The Board of Trustees
may, in its discretion, declare that the suspension relating to a national
financial emergency shall terminate, as the case may be, on the first business
day on which the New York Stock Exchange shall have reopened or the period
specified in Section 22(e) of the 1940 Act shall have expired (as to which, in
the absence of an official ruling by the Commission, the determination of the
Board of Trustees shall be conclusive);
(n) "Person" shall include a natural person, partnership, limited
partnership, trust, estate, association, corporation, custodian, nominee or any
other individual or entity in its own or any representative capacity;
(o) "Principal Underwriter" shall have the meaning given to it in
Section 2(a)(29) of the 1940 Act;
(p) "Series" shall refer to each Series of Shares established and
designated under or in accordance with the provisions of Article III and shall
mean an entity such as that described in Section 18(f)(2) of the 1940 Act, and
subject to Rule 18f-2 thereunder;
(q) "Shares" shall mean the outstanding shares of beneficial interest
into which the beneficial interest in the Trust shall be divided from time to
time, and shall include fractional and whole shares;
(r) "Shareholder" shall mean a record owner of Shares;
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(s) "Trust" shall refer to the Delaware business trust established by
this Declaration of Trust, as amended from time to time;
(t) "Trust Property" shall mean any and all property, real or personal,
tangible or intangible, which is owned or held by or for the account of the
Trust or one or more of any Series, including, without limitation, the rights
referenced in Article VIII, Section 2 hereof;
(u) "Trustee" or "Trustees" shall refer to each signatory to this
Declaration of Trust as a trustee, so long as such signatory continues in office
in accordance with the terms hereof, and all other Persons who may, from time to
time, be duly elected or appointed, qualified and serving on the Board of
Trustees in accordance with the provisions hereof. Reference herein to a Trustee
or the Trustees shall refer to such Person or Persons in their capacity as
trustees hereunder.
ARTICLE II.
Purpose of Trust
The purpose of the Trust is to conduct, operate and carry on the
business of a registered management investment company registered under the 1940
Act through one or more Series investing primarily in securities and, in
addition to any authority given by law, to exercise all of the powers and to do
any and all of the things as fully and to the same extent as any private
corporation organized for profit under the general corporation law of the State
of Delaware, now or hereafter in force, including, without limitation, the
following powers:
(a) To invest and reinvest cash, to hold cash uninvested, and to
subscribe for, invest in, reinvest in, purchase or otherwise acquire, own, hold,
pledge, sell, assign, mortgage, transfer, exchange, distribute, write options
on, lend or otherwise deal in or dispose of contracts for the future acquisition
or delivery of fixed income or other securities, and securities or property of
every nature and kind, including, without limitation, all types of bonds,
debentures, stocks, preferred stocks, negotiable or non-negotiable instruments,
obligations, evidences of indebtedness, certificates of deposit or indebtedness,
commercial paper, repurchase agreements, bankers' acceptances, and other
securities of any kind, issued, created, guaranteed, or sponsored by any and all
Persons, including, without limitation, states, territories, and possessions of
the United States and the District of Columbia and any political subdivision,
agency, or instrumentality thereof, any foreign government or any political
subdivision of the U.S. Government or any foreign government, or any
international instrumentality, or by any bank or savings institution, or by any
corporation or
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organization organized under the laws of the United States or of any state,
territory, or possession thereof, or by any corporation or organization
organized under any foreign law, or in "when issued" contracts for any such
securities, to change the investments of the assets of the Trust;
(b) To exercise any and all rights, powers and privileges with
reference to or incident to ownership or interest, use and enjoyment of any of
such securities and other instruments or property of every kind and description,
including, but without limitation, the right, power and privilege to own, vote,
hold, purchase, sell, negotiate, assign, exchange, lend, transfer, mortgage,
hypothecate, lease, pledge or write options with respect to or otherwise deal
with, dispose of, use, exercise or enjoy any rights, title, interest, powers or
privileges under or with reference to any of such securities and other
instruments or property, the right to consent and otherwise act with respect
thereto, with power to designate one or more Persons, to exercise any of said
rights, powers, and privileges in respect of any of said instruments, and to do
any and all acts and things for the preservation, protection, improvement and
enhancement in value of any of such securities and other instruments or
property;
(c) To sell, exchange, lend, pledge, mortgage, hypothecate, lease or
write options with respect to or otherwise deal in any property rights relating
to any or all of the assets of the Trust or any Series, subject to any
requirements of the 1940 Act;
(d) To vote or give assent, or exercise any rights of ownership, with
respect to stock or other securities or property; and to execute and deliver
proxies or powers of attorney to such person or persons as the Trustees shall
deem proper, granting to such person or persons such power and discretion with
relation to securities or property as the Trustees shall deem proper;
(e) To exercise powers and right of subscription or otherwise which in
any manner arise out of ownership of securities;
(f) To hold any security or property in a form not indicating that it
is trust property, whether in bearer, unregistered or other negotiable form, or
in its own name or in the name of a custodian or subcustodian or a nominee or
nominees or otherwise or to authorize the custodian or a subcustodian or a
nominee or nominees to deposit the same in a securities depository, subject in
each case to proper safeguards according to the usual practice of investment
companies or any rules or regulations applicable thereto;
(g) To consent to, or participate in, any plan for the reorganization,
consolidation or merger of any corporation or issuer of any security which is
held in
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the Trust; to consent to any contract, lease, mortgage, purchase or sale of
property by such corporation or issuer; and to pay calls or subscriptions with
respect to any security held in the Trust;
(h) To join with other security holders in acting through a committee,
depositary, voting trustee or otherwise, and in that connection to deposit any
security with, or transfer any security to, any such committee, depositary or
trustee, and to delegate to them such power and authority with relation to any
security (whether or not so deposited or transferred) as the Trustees shall deem
proper, and to agree to pay, and to pay, such portion of the expenses and
compensation of such committee, depositary or trustee as the Trustees shall deem
proper;
(i) To compromise, arbitrate or otherwise adjust claims in favor of or
against the Trust or any matter in controversy, including but not limited to
claims for taxes;
(j) To enter into joint ventures, general or limited partnerships and
any other combinations or associations;
(k) To endorse or guarantee the payment of any notes or other
obligations of any Person; to make contracts of guaranty or suretyship, or
otherwise assume liability for payment thereof;
(l) To purchase and pay for entirely out of Trust Property such
insurance as the Trustees may deem necessary or appropriate for the conduct of
the business, including, without limitation, insurance policies insuring the
assets of the Trust or payment of distributions and principal on its portfolio
investments, and insurance policies insuring the Shareholders, Trustees,
officers, employees, agents, Investment Advisers, Principal Underwriters, or
independent contractors of the Trust, individually against all claims and
liabilities of every nature arising by reason of holding Shares, holding, being
or having held any such office or position, or by reason of any action alleged
to have been taken or omitted by any such Person as Trustee, officer, employee,
agent, Investment Adviser, Principal Underwriter, or independent contractor, to
the fullest extent permitted by this Declaration of Trust, the Bylaws and by
applicable law; and
(m) To adopt, establish and carry out pension, profit-sharing, share
bonus, share purchase, savings, thrift and other retirement, incentive and
benefit plans, trusts and provisions, including the purchasing of life insurance
and annuity contracts as a means of providing such retirement and other
benefits, for any or all of the Trustees, officers, employees and agents of the
Trust.
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(n) To purchase or otherwise acquire, own, hold, sell, negotiate,
exchange, assign, transfer, mortgage, pledge or otherwise deal with, dispose of,
use, exercise or enjoy, property of all kinds.
(o) To buy, sell, mortgage, encumber, hold, own, exchange, rent or
otherwise acquire and dispose of, and to develop, improve, manage, subdivide,
and generally to deal and trade in real property, improved and unimproved, and
wheresoever situated; and to build, erect, construct, alter and maintain
buildings, structures, and other improvements on real property.
(p) To borrow or raise moneys for any of the purposes of the Trust, and
to mortgage or pledge the whole or any part of the property and franchises of
the Trust, real, personal, and mixed, tangible or intangible, and wheresoever
situated.
(q) To enter into, make and perform contracts and undertakings of every
kind for any lawful purpose, without limit as to amount.
(r) To issue, purchase, sell and transfer, reacquire, hold, trade and
deal in Shares, bonds, debentures and other securities, instruments or other
property of the Trust, from time to time, to such extent as the Board of
Trustees shall, consistent with the provisions of this Declaration of Trust,
determine; and to repurchase, re-acquire and redeem, from time to time, its
Shares or, if any, its bonds, debentures and other securities.
The Trust shall not be limited to investing in obligations maturing
before the possible dissolution of the Trust or one or more of its Series. The
Trust shall not in any way be bound or limited by any present or future law or
custom in regard to investment by fiduciaries. Neither the Trust nor the
Trustees shall be required to obtain any court order to deal with any assets of
the Trust or take any other action hereunder.
The foregoing clauses shall each be construed as purposes, objects and
powers, and it is hereby expressly provided that the foregoing enumeration of
specific purposes, objects and powers shall not be held to limit or restrict in
any manner the powers of the Trust, and that they are in furtherance of, and in
addition to, and not in limitation of, the general powers conferred upon the
Trust by the DBTA and the other laws of the State of Delaware or otherwise; nor
shall the enumeration of one thing be deemed to exclude another, although it be
of like nature, not expressed.
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ARTICLE III.
Shares
Section 1. Division of Beneficial Interest. The beneficial interest in
the Trust shall at all times be divided into Shares, all without par value. The
number of Shares authorized hereunder is unlimited. The Board of Trustees may
authorize the division of Shares into separate and distinct Series and the
division of any Series into separate classes of Shares. The different Series and
classes shall be established and designated, and the variations in the relative
rights and preferences as between the different Series and classes shall be
fixed and determined by the Board of Trustees without the requirement of
Shareholder approval. If no separate Series or classes shall be established, the
Shares shall have the rights and preferences provided for herein and in Article
III, Section 6 hereof to the extent relevant and not otherwise provided for
herein, and all references to Series and classes shall be construed (as the
context may require) to refer to the Trust. The fact that a Series shall have
initially been established and designated without any specific establishment or
designation of classes (i.e., that all Shares of such Series are initially of a
single class) shall not limit the authority of the Board of Trustees to
establish and designate separate classes of said Series. The fact that a Series
shall have more than one established and designated class, shall not limit the
authority of the Board of Trustees to establish and designate additional classes
of said Series, or to establish and designate separate classes of the previously
established and designated classes.
The Board of Trustees shall have the power to issue Shares of the
Trust, or any Series or class thereof, from time to time for such consideration
(but not less than the net asset value thereof) and in such form as may be fixed
from time to time pursuant to the direction of the Board of Trustees.
The Board of Trustees may hold as treasury shares, reissue for such
consideration and on such terms as they may determine, or cancel, at their
discretion from time to time, any Shares of any Series reacquired by the Trust.
The Board of Trustees may classify or reclassify any unissued Shares or any
Shares previously issued and reacquired of any Series or class into one or more
Series or classes that may be established and designated from time to time.
Notwithstanding the foregoing, the Trust and any Series thereof may acquire,
hold, sell and otherwise deal in, for purposes of investment or otherwise, the
Shares of any other Series of the Trust or Shares of the Trust, and such Shares
shall not be deemed treasury shares or cancelled.
Subject to the provisions of Section 6 of this Article III, each Share
shall have voting rights as provided in Article V hereof, and the Shareholders
of any
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Series shall be entitled to receive dividends and distributions, when, if
and as declared with respect thereto in the manner provided in Article IV,
Section 3 hereof. No Share shall have any priority or preference over any other
Share of the same Series or class with respect to dividends or distributions
paid in the ordinary course of business or distributions upon dissolution of the
Trust or of such Series or class made pursuant to Article VIII, Section 2
hereof. All dividends and distributions shall be made ratably among all
Shareholders of a particular class of Series from the Trust Property held with
respect to such Series according to the number of Shares of such class of such
Series held of record by such Shareholders on the record date for any dividend
or distribution. Shareholders shall have no preemptive or other right to
subscribe to new or additional Shares or other securities issued by the Trust or
any Series. The Trustees may from time to time divide or combine the Shares of
any particular Series into a greater or lesser number of Shares of that Series.
Such division or combination may not materially change the proportionate
beneficial interests of the Shares of that Series in the Trust Property held
with respect to that Series or materially affect the rights of Shares of any
other Series.
Any Trustee, officer or other agent of the Trust, and any organization
in which any such Person is interested, may acquire, own, hold and dispose of
Shares of the Trust to the same extent as if such Person were not a Trustee,
officer or other agent of the Trust; and the Trust may issue and sell or cause
to be issued and sold and may purchase Shares from any such Person or any such
organization subject only to the general limitations, restrictions or other
provisions applicable to the sale or purchase of such Shares generally.
Section 2. Ownership of Shares. The ownership of Shares shall be
recorded on the books of the Trust kept by the Trust or by a transfer or similar
agent for the Trust, which books shall be maintained separately for the Shares
of each Series and class thereof that has been established and designated. No
certificates certifying the ownership of Shares shall be issued except as the
Board of Trustees may otherwise determine from time to time. The Board of
Trustees may make such rules not inconsistent with the provisions of the 1940
Act as they consider appropriate for the issuance of Share certificates, the
transfer of Shares of each Series or class and similar matters. The record books
of the Trust as kept by the Trust or any transfer or similar agent, as the case
may be, shall be conclusive as to who are the Shareholders of each Series or
class thereof and as to the number of Shares of each Series or class thereof
held from time to time by each such Shareholder.
Section 3. Investments in the Trust. Investments may be accepted by the
Trust from such Persons, at such times, on such terms, and for such
consideration as the Board of Trustees may, from time to time, authorize. Each
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investment shall be credited to the individual Shareholder's account in the form
of full and fractional Shares of the Trust, in such Series or class as the
purchaser may select, at the net asset value per Share next determined for such
Series or class after receipt of the investment; provided, however, that the
Principal Underwriter may, in its sole discretion, impose a sales charge upon
investments in the Trust.
Section 4. Status of Shares and Limitation of Personal Liability.
Shares shall be deemed to be personal property giving to Shareholders only the
rights provided in this Declaration of Trust and under applicable law. Every
Shareholder by virtue of having become a Shareholder shall be held to have
expressly assented and agreed to the terms hereof and to have become a party
hereto. The death of a Shareholder during the existence of the Trust shall not
operate to dissolve the Trust or any Series, nor entitle the representative of
any deceased Shareholder to an accounting or to take any action in court or
elsewhere against the Trust or the Trustees or any Series, but entitles such
representative only to the rights of said deceased Shareholder under this
Declaration of Trust. Ownership of Shares shall not entitle the Shareholder to
any title in or to the whole or any part of the Trust Property or right to call
for a partition or division of the same or for an accounting, nor shall the
ownership of Shares constitute the Shareholders as partners. Neither the Trust
nor the Trustees, nor any officer, employee or agent of the Trust, shall have
any power to bind personally any Shareholder, nor, except as specifically
provided herein, to call upon any Shareholder for the payment of any sum of
money or assessment whatsoever other than such as the Shareholder may at any
time personally agree to pay. All Shares when issued on the terms determined by
the Board of Trustees, shall be fully paid and nonassessable. As provided in the
DBTA, Shareholders of the Trust shall be entitled to the same limitation of
personal liability extended to stockholders of a private corporation organized
for profit under the general corporation law of the State of Delaware.
Section 5. Power of Board of Trustees to Change Provisions Relating to
Shares. Notwithstanding any other provisions of this Declaration of Trust and
without limiting the power of the Board of Trustees to amend this Declaration of
Trust or the Certificate of Trust as provided elsewhere herein, the Board of
Trustees shall have the power to amend this Declaration of Trust, or the
Certificate of Trust, at any time and from time to time, in such manner as the
Board of Trustees may determine in its sole discretion, without the need for
Shareholder action, so as to add to, delete, replace or otherwise modify any
provisions relating to the Shares contained in this Declaration of Trust,
provided that before adopting any such amendment without Shareholder approval,
the Board of Trustees shall determine that it is consistent with the fair and
equitable treatment of all Shareholders and that Shareholder approval is not
otherwise
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required by the 1940 Act or other applicable law. If Shares have been issued,
Shareholder approval shall be required to adopt any amendments to this
Declaration of Trust which would adversely affect to a material degree the
rights and preferences of the Shares of any Series or class already issued;
provided, however, that in the event that the Board of Trustees determines that
the Trust shall no longer be operated as an investment company in accordance
with the provisions of the 1940 Act, the Board of Trustees may adopt such
amendments to this Declaration of Trust to delete those terms the Board of
Trustees identifies as being required by the 1940 Act.
Subject to the foregoing Paragraph, the Board of Trustees may amend the
Declaration of Trust to amend any of the provisions set forth in paragraphs (a)
through (i) of Section 6 of this Article III.
The Board of Trustees shall have the power, in its discretion, to make
such elections as to the tax status of the Trust as may be permitted or required
under the Code as presently in effect or as amended, without the vote of any
Shareholder.
Section 6. Establishment and Designation of Series. The establishment
and designation of any Series or class of Shares shall be effective upon the
resolution by a majority of the then Board of Trustees, adopting a resolution
which sets forth such establishment and designation and the relative rights and
preferences of such Series or class. Each such resolution shall be incorporated
herein by reference upon adoption.
Each Series shall be separate and distinct from any other Series and
shall maintain separate and distinct records on the books of the Trust, and the
assets and liabilities belonging to any such Series shall be held and accounted
for separately from the assets and liabilities of the Trust or any other Series.
Shares of each Series or class established pursuant to this Section 6,
unless otherwise provided in the resolution establishing such Series, shall have
the following relative rights and preferences:
(a) Assets Held with Respect to a Particular Series. All consideration
received by the Trust for the issue or sale of Shares of a particular Series,
together with all assets in which such consideration is invested or reinvested,
all income, earnings, profits, and proceeds thereof from whatever source
derived, including, without limitation, any proceeds derived from the sale,
exchange or liquidation of such assets, and any funds or payments derived from
any reinvestment of such proceeds in whatever form the same may be, shall
irrevocably be held with respect to that Series for all purposes, subject only
to
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the rights of creditors with respect to that Series, and shall be so recorded
upon the books of account of the Trust. Such consideration, assets, income,
earnings, profits and proceeds thereof, from whatever source derived, including,
without limitation, any proceeds derived from the sale, exchange or liquidation
of such assets, and any funds or payments derived from any reinvestment of such
proceeds, in whatever form the same may be, are herein referred to as "assets
held with respect to" that Series. In the event that there are any assets,
income, earnings, profits and proceeds thereof, funds or payments which are not
readily identifiable as assets held with respect to any particular Series
(collectively "General Assets"), the Board of Trustees shall allocate such
General Assets to, between or among any one or more of the Series in such manner
and on such basis as the Board of Trustees, in its sole discretion, deems fair
and equitable, and any General Asset so allocated to a particular Series shall
be held with respect to that Series. Each such allocation by the Board of
Trustees shall be conclusive and binding upon the Shareholders of all Series for
all purposes.
(b) Liabilities Held with Respect to a Particular Series. The
assets of the Trust held with respect to each particular Series shall be charged
against the liabilities of the Trust held with respect to that Series and all
expenses, costs, charges and reserves attributable to that Series, and any
liabilities, expenses, costs, charges and reserves of the Trust which are not
readily identifiable as being held with respect to any particular Series
(collectively "General Liabilities") shall be allocated and charged by the Board
of Trustees to and among any one or more of the Series in such manner and on
such basis as the Board of Trustees in its sole discretion deems fair and
equitable. The liabilities, expenses, costs, charges, and reserves so charged to
a Series are herein referred to as "liabilities held with respect to" that
Series. Each allocation of liabilities, expenses, costs, charges and reserves by
the Board of Trustees shall be conclusive and binding upon the Shareholders of
all Series for all purposes. All Persons who have extended credit which has been
allocated to a particular Series, or who have a claim or contract which has been
allocated to any particular Series, shall look, and shall be required by
contract to look exclusively, to the assets of that particular Series for
payment of such credit, claim, or contract. In the absence of an express
contractual agreement so limiting the claims of such creditors, claimants and
contract providers, each creditor, claimant and contract provider will be deemed
nevertheless to have impliedly agreed to such limitation unless an express
provision to the contrary has been incorporated in the written contract or other
document establishing the claimant relationship.
Subject to the right of the Board of Trustees in its discretion to
allocate General Liabilities as provided herein, the debts, liabilities,
obligations and expenses incurred, contracted for or otherwise existing with
respect to a particular Series, whether such Series is now authorized and
existing pursuant
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to this Declaration of Trust or is hereafter authorized and existing pursuant to
this Declaration of Trust, shall be enforceable against the assets held with
respect to that Series only, and not against the assets of any other Series or
the Trust generally and none of the debts, liabilities, obligations and expenses
incurred, contracted for or otherwise existing with respect to the Trust
generally or any other Series thereof shall be enforceable against the assets
held with respect to such Series. Notice of this limitation on liabilities
between and among Series shall be set forth in the Certificate of Trust of the
Trust (whether originally or by amendment) as filed or to be filed in the Office
of the Secretary of State of the State of Delaware pursuant to the DBTA, and
upon the giving of such notice in the Certificate of Trust, the statutory
provisions of Section 3804 of the DBTA relating to limitations on liabilities
between and among Series (and the statutory effect under Section 3804 of setting
forth such notice in the Certificate of Trust) shall become applicable to the
Trust and each Series.
(c) Dividends, Distributions, Redemptions and Repurchases.
Notwithstanding any other provisions of this Declaration of Trust, including,
without limitation, Article VI, no dividend or distribution including, without
limitation, any distribution paid upon dissolution of the Trust or of any Series
with respect to, nor any redemption or repurchase of, the Shares of any Series
or class shall be effected by the Trust other than from the assets held with
respect to such Series, nor, except as specifically provided in Section 7 of
this Article III, shall any Shareholder of any particular Series otherwise have
any right or claim against the assets held with respect to any other Series or
the Trust generally except to the extent that such Shareholder has such a right
or claim hereunder as a Shareholder of such other Series. The Board of Trustees
shall have full discretion, to the extent not inconsistent with the 1940 Act, to
determine which items shall be treated as income and which items as capital; and
each such determination and allocation shall be conclusive and binding upon the
Shareholders.
(d) Voting. All Shares of the Trust entitled to vote on a matter shall
vote on the matter, separately by Series and, if applicable, by class, subject
to: (1) where the 1940 Act requires all Shares of the Trust to be voted in the
aggregate without differentiation between the separate Series or classes, then
all of the Trust's Shares shall vote in the aggregate; and (2) if any matter
affects only the interests of some but not all Series or classes, then only the
Shareholders of such affected Series or classes shall be entitled to vote on the
matter.
(e) Equality. All Shares of each particular Series shall represent an
equal proportionate undivided beneficial interest in the assets held with
respect to that Series (subject to the liabilities held with respect to that
Series and such rights and preferences as may have been established and
designated with
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respect to classes of Shares within such Series), and each Share
of any particular Series shall be equal to each other Share of that Series
(subject to the rights and preferences with respect to separate classes of such
Series).
(f) Fractions. Any fractional Share of a Series shall carry
proportionately all the rights and obligations of a whole Share of that Series,
including rights with respect to voting, receipt of dividends and distributions,
redemption of Shares and dissolution of the Trust or that Series.
(g) Exchange Privilege. The Board of Trustees shall have the authority
to provide that the holders of Shares of any Series shall have the right to
exchange said Shares for Shares of one or more other Series in accordance with
such requirements and procedures as may be established by the Board of Trustees,
and in accordance with the 1940 Act and the rules and regulations thereunder.
(h) Combination of Series. The Board of Trustees shall have the
authority, without the approval of the Shareholders of any Series unless
otherwise required by applicable law, to combine the assets and liabilities held
with respect to any two or more Series into assets and liabilities held with
respect to a single Series.
(i) Elimination of Series. At any time that there are no Shares
outstanding of any particular Series or class previously established and
designated, the Board of Trustees may by resolution of a majority of the then
Board of Trustees abolish that Series or class and rescind the establishment and
designation thereof.
Section 7. Indemnification of Shareholders. If any Shareholder or
former Shareholder shall be exposed to liability by reason of a claim or demand
relating solely to his or her being or having been a Shareholder of the Trust
(or by having been a Shareholder of a particular Series), and not because of
such Person's acts or omissions, the Shareholder or former Shareholder (or, in
the case of a natural person, his or her heirs, executors, administrators, or
other legal representatives or, in the case of a corporation or other entity,
its corporate or other general successor) shall be entitled to be held harmless
from and indemnified out of the assets of the Trust or out of the assets of the
applicable Series (as the case may be) against all loss and expense arising from
such claim or demand; provided, however, there shall be no liability or
obligation of the Trust (or any particular Series) arising hereunder to
reimburse any Shareholder for taxes paid by reason of such Shareholder's
ownership of any Shares.
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ARTICLE IV.
The Board of Trustees
Section 1. Number, Election and Tenure. The number of Trustees
constituting the Board of Trustees may be fixed from time to time by a written
instrument signed, or by resolution approved at a duly constituted meeting, by a
majority of the Board of Trustees, provided, however, that the number of
Trustees shall in no event be less than one (1) nor more than fifteen (15). The
Board of Trustees, by action of a majority of the then Trustees at a duly
constituted meeting, may fill vacancies in the Board of Trustees or remove any
Trustee with or without cause. The Shareholders may elect Trustees, including
filling any vacancies in the Board of Trustees, at any meeting of Shareholders
called by the Board of Trustees for that purpose. A meeting of Shareholders for
the purpose of electing one or more Trustees may be called by the Board of
Trustees or, to the extent provided by the 1940 Act and the rules and
regulations thereunder, by the Shareholders. Shareholders shall have the power
to remove a Trustee only to the extent provided by the 1940 Act and the rules
and regulations thereunder.
Each Trustee shall serve during the continued lifetime of the Trust
until he or she dies, resigns, is declared bankrupt or incompetent by a court of
appropriate jurisdiction, or is removed, or, if sooner than any of such events,
until the next meeting of Shareholders called for the purpose of electing
Trustees and until the election and qualification of his or her successor. Any
Trustee may resign at any time by written instrument signed by him or her and
delivered to any officer of the Trust or to a meeting of the Board of Trustees.
Such resignation shall be effective upon receipt unless specified to be
effective at some later time. Except to the extent expressly provided in a
written agreement with the Trust, no Trustee resigning and no Trustee removed
shall have any right to any compensation for any period following any such event
or any right to damages on account of such events or any actions taken in
connection therewith following his or her resignation or removal.
Section 2. Effect of Death, Resignation, Removal, etc. of a Trustee.
The death, declination, resignation, retirement, removal, declaration as
bankrupt or incapacity of one or more Trustees, or of all of them, shall not
operate to dissolve the Trust or any Series or to revoke any existing agency
created pursuant to the terms of this Declaration of Trust. Whenever a vacancy
in the Board of Trustees shall occur, until such vacancy is filled as provided
in this Article IV, Section 1, the Trustee(s) in office, regardless of the
number, shall have all the powers granted to the Board of Trustees and shall
discharge all the duties imposed upon the Board of Trustees by this Declaration
of Trust. In the event of the death, declination, resignation, retirement,
removal, declaration as bankrupt or
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incapacity of all of the then Trustees, the Trust's Investment Adviser(s) is
(are) empowered to appoint new Trustees subject to the provisions of Section
16(a) of the 1940 Act.
Section 3. Powers. Subject to the provisions of this Declaration of
Trust, the business of the Trust shall be managed by the Board of Trustees, and
such Board of Trustees shall have all powers necessary or convenient to carry
out that responsibility, including, without limitation, the power to engage in
securities or other transactions of all kinds on behalf of the Trust. The Board
of Trustees shall have full power and authority to do any and all acts and to
make and execute any and all contracts and instruments that it may consider
necessary or appropriate in connection with the administration of the Trust. The
Trustees shall not be bound or limited by present or future laws or customs with
regard to investment by trustees or fiduciaries, but shall have full authority
and absolute power and control over the assets of the Trust and the business of
the Trust to the same extent as if the Trustees were the sole owners of the
assets of the Trust and the business in their own right, including such
authority, power and control to do all acts and things as they, in their sole
discretion, shall deem proper to accomplish the purposes of this Trust. Without
limiting the foregoing, the Trustees may: (1) adopt, amend and repeal By-Laws
not inconsistent with this Declaration of Trust providing for the regulation and
management of the affairs of the Trust; (2) fill vacancies in or remove from
their number in accordance with this Declaration of Trust or the By-Laws, and
may elect and remove such officers and appoint and terminate such agents as they
consider appropriate; (3) appoint from their own number and establish and
terminate one or more committees consisting of two or more Trustees which may
exercise the powers and authority of the Board of Trustees to the extent that
the Board of Trustees determine; (4) employ one or more custodians of the Trust
Property and may authorize such custodians to employ subcustodians and to
deposit all or any part of such Trust Property in a system or systems for the
central handling of securities or with a Federal Reserve Bank; (5) retain a
transfer agent, dividend disbursing agent, a shareholder servicing agent or
administrative services agent, or all of them; (6) provide for the issuance and
distribution of Shares by the Trust directly or through one or more Principal
Underwriters or otherwise; (7) retain one or more Investment Adviser(s); (8)
redeem, repurchase and transfer Shares pursuant to applicable law; (9) set
record dates for the determination of Shareholders with respect to various
matters, in the manner provided in Article V, Section 5 of this Declaration of
Trust; (10) declare and pay dividends and distributions to Shareholders from the
Trust Property; (11) establish from time to time, in accordance with the
provisions of Article III, Section 6 hereof, any Series or class of Shares, each
such Series to operate as a separate and distinct investment medium and with
separately defined investment objectives and policies and distinct investment
purposes; and (12) in general delegate such authority as they
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consider desirable to any officer of the Trust, to any committee of the Board of
Trustees and to any agent or employee of the Trust or to any such custodian,
transfer, dividend disbursing or shareholder servicing agent, Principal
Underwriter or Investment Adviser. Any determination as to what is in the best
interests of the Trust made by the Board of Trustees in good faith shall be
conclusive.
In construing the provisions of this Declaration of Trust, the
presumption shall be in favor of a grant of power to the Trustees. Unless
otherwise specified herein or required by law, any action by the Board of
Trustees shall be deemed effective if approved or taken by a majority of the
Trustees then in office.
Any action required or permitted to be taken by the Board of Trustees,
or a committee thereof, may be taken without a meeting if a majority of the
members of the Board of Trustees, or committee thereof, as the case may be,
shall individually or collectively consent in writing to that action. Such
action by written consent shall have the same force and effect as a majority
vote of the Board of Trustees, or committee thereof, as the case may be. Such
written consent or consents shall be filed with the minutes of the proceedings
of the Board of Trustees, or committee thereof, as the case may be.
The Trustees shall devote to the affairs of the Trust such time as may
be necessary for the proper performance of their duties hereunder, but neither
the Trustees nor the officers, directors, shareholders or partners of the
Trustees, shall be expected to devote their full time to the performance of such
duties. The Trustees, or any Affiliate shareholder, officer, director, partner
or employee thereof, or any Person owning a legal or beneficial interest
therein, may engage in or possess an interest in any other business or venture
of any nature and description, independently or with or for the account of
others.
Section 4. Payment of Expenses by the Trust. The Board of Trustees is
authorized to pay or cause to be paid out of the principal or income of the
Trust or any particular Series or class, or partly out of the principal and
partly out of the income of the Trust or any particular Series or class, and to
charge or allocate the same to, between or among such one or more of the Series
or classes that may be established or designated pursuant to Article III,
Section 6, as it deems fair, all expenses, fees, charges, taxes and liabilities
incurred by or arising in connection with the maintenance or operation of the
Trust or a particular Series or class, or in connection with the management
thereof, including, but not limited to, the Trustees' compensation and such
expenses, fees, charges, taxes and liabilities for the services of the Trust's
officers, employees, Investment Adviser, Principal Underwriter, auditors,
counsel, custodian, sub-custodian (if any), transfer agent, dividend disbursing
agent, shareholder servicing agent, and
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such other agents or independent contractors and such other expenses, fees,
charges, taxes and liabilities as the Board of Trustees may deem necessary or
proper to incur.
Section 5. Payment of Expenses by Shareholders. The Board of Trustees
shall have the power, as frequently as it may determine, to cause each
Shareholder of the Trust, or each Shareholder of any particular Series, to pay
directly, in advance or arrears, for charges of the Trust's custodian or
transfer, dividend disbursing, shareholder servicing or similar agent, an amount
fixed from time to time by the Board of Trustees, by setting off such charges
due from such Shareholder from declared but unpaid dividends or distributions
owed such Shareholder and/or by reducing the number of Shares in the account of
such Shareholder by that number of full and/or fractional Shares which
represents the outstanding amount of such charges due from such Shareholder.
Section 6. Ownership of Trust Property. Legal title to all of the Trust
Property shall at all times be considered to be vested in the Trust, except that
the Board of Trustees shall have the power to cause legal title to any Trust
Property to be held by or in the name of any Person as nominee, on such terms as
the Board of Trustees may determine, in accordance with applicable law.
Section 7. Service Contracts.
(a) Subject to such requirements and restrictions as may be set forth
in the By-Laws and/or the 1940 Act, the Board of Trustees may, at any time and
from time to time, contract for exclusive or nonexclusive advisory, management
and/or administrative services for the Trust or for any Series with any
corporation, trust, association or other organization, including any Affiliate;
and any such contract may contain such other terms as the Board of Trustees may
determine, including without limitation, authority for the Investment Adviser or
administrator to determine from time to time without prior consultation with the
Board of Trustees what securities and other instruments or property shall be
purchased or otherwise acquired, owned, held, invested or reinvested in, sold,
exchanged, transferred, mortgaged, pledged, assigned, negotiated, or otherwise
dealt with or disposed of, and what portion, if any, of the Trust Property shall
be held uninvested and to make changes in the Trust's or a particular Series'
investments, or such other activities as may specifically be delegated to such
party.
(b) The Board of Trustees may also, at any time and from time to time,
contract with any corporation, trust, association or other organization,
including any Affiliate, appointing it or them as the exclusive or nonexclusive
distributor or Principal Underwriter for the Shares of the Trust or one or more
of the Series or
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classes thereof or for other securities to be issued by the Trust, or appointing
it or them to act as the custodian, transfer agent, dividend disbursing agent
and/or shareholder servicing agent for the Trust or one or more of the Series or
classes thereof.
(c) The Board of Trustees is further empowered, at any time and from
time to time, to contract with any Persons to provide such other services to the
Trust or one or more of its Series, as the Board of Trustees determines to be in
the best interests of the Trust or one or more of its Series.
(d) The fact that:
(i) any of the Shareholders, Trustees, employees or officers
of the Trust is a shareholder, director, officer, partner, trustee,
employee, manager, Adviser, Principal Underwriter, distributor, or
Affiliate or agent of or for any corporation, trust, association, or
other organization, or for any parent or Affiliate of any organization
with which an Adviser's, management or administration contract, or
Principal Underwriter's or distributor's contract, or custodian,
transfer, dividend disbursing, shareholder servicing or other type of
service contract may have been or may hereafter be made, or that any
such organization, or any parent or Affiliate thereof, is a Shareholder
or has an interest in the Trust, or that
(ii) any corporation, trust, association or other organization
with which an Adviser's, management or administration contract or
Principal Underwriter's or distributor's contract, or custodian,
transfer, dividend disbursing, shareholder servicing or other type of
service contract may have been or may hereafter be made also has an
Adviser's, management or administration contract, or Principal
Underwriter's or distributor's contract, or custodian, transfer,
dividend disbursing, shareholder servicing or other service contract
with one or more other corporations, trusts, associations, or other
organizations, or has other business or interests,
shall not affect the validity of any such contract or disqualify any
Shareholder, Trustee, employee or officer of the Trust from voting upon or
executing the same, or create any liability or accountability to the Trust or
its Shareholders, provided that the establishment of and performance under each
such contract is permissible under the provisions of the 1940 Act.
(e) Every contract referred to in this Section 7 shall comply with such
requirements and restrictions as may be set forth in the By-Laws, the 1940 Act
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or stipulated by resolution of the Board of Trustees; and any such contract may
contain such other terms as the Board of Trustees may determine.
ARTICLE V.
Shareholders' Voting Powers and Meetings
Section 1. Voting Powers. Subject to the provisions of Article III,
Section 6(d), the Shareholders shall have power to vote only (i) for the
election of Trustees, including the filling of any vacancies in the Board of
Trustees, as provided in Article IV, Section 1; (ii) with respect to such
additional matters relating to the Trust as may be required by this Declaration
of Trust, the By-Laws, the 1940 Act or any registration statement of the Trust
filed with the Commission; and (iii) on such other matters as the Board of
Trustees may consider necessary or desirable. The Shareholder of record (as of
the record date established pursuant to Section 5 of this Article V) of each
Share shall be entitled to one vote for each full Share, and a fractional vote
for each fractional Share. Shareholders shall not be entitled to cumulative
voting in the election of Trustees or on any other matter. Shares may be voted
in person or by proxy.
Section 2. Meetings. Meetings of the Shareholders may be called by the
Board of Trustees for the purpose of electing Trustees as provided in Article
IV, Section 1 and for such other purposes as may be prescribed by law, by this
Declaration of Trust or by the By-Laws. Meetings of the Shareholders may also be
called by the Board of Trustees from time to time for the purpose of taking
action upon any other matter deemed by the Board of Trustees to be necessary or
desirable.
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Section 3. Quorum and Required Vote. Except when a larger quorum is
required by applicable law, by the By-Laws or by this Declaration of Trust,
thirty-three and one-third percent (33-1/3%) of the Shares present in person or
represented by proxy and entitled to vote at a Shareholders' meeting shall
constitute a quorum at such meeting. When a separate vote by one or more Series
or classes is required, thirty-three and one-third percent (33-1/3%) of the
Shares of each such Series or class present in person or represented by proxy
and entitled to vote shall constitute a quorum at a Shareholders' meeting of
such Series or class. Subject to the provisions of Article III, Section 6(d),
Article VIII, Section 4 and any other provision of this Declaration of Trust,
the By-Laws or applicable law which requires a different vote: (1) in all
matters other than the election of Trustees, the affirmative vote of the
majority of votes cast at a Shareholders' meeting at which a quorum is present
shall be the act of the Shareholders; (2) Trustees shall be elected by a
plurality of the votes cast at a Shareholders' meeting at which a quorum is
present.
Section 4. Shareholder Action by Written Consent without a Meeting. Any
action which may be taken at any meeting of Shareholders may be taken without a
meeting and without prior notice if a consent in writing setting forth the
action so taken is signed by the holders of Shares having not less than the
minimum number of votes that would be necessary to authorize or take that action
at a meeting at which all Shares entitled to vote on that action were present
and voted. All such consents shall be filed with the secretary of the Trust and
shall be maintained in the Trust's records. Any Shareholder giving a written
consent or the Shareholder's proxy holders or a transferee of the Shares or a
personal representative of the Shareholder or its respective proxy-holder may
revoke the consent by a writing received by the secretary of the Trust before
written consents of the number of Shares required to authorize the proposed
action have been filed with the secretary.
If the consents of all Shareholders entitled to vote have not been
solicited in writing and if the unanimous written consent of all such
Shareholders shall not have been received, the secretary shall give prompt
notice of the action taken without a meeting to such Shareholders. This notice
shall be given in the manner specified in the By-Laws.
Section 5. Record Dates. For purposes of determining the Shareholders
entitled to notice of any meeting or to vote or entitled to give consent to
action without a meeting, the Board of Trustees may fix in advance a record date
which shall not be more than one hundred eighty (180) days nor less than seven
(7) days before the date of any such meeting.
If the Board of Trustees does not so fix a record date:
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(a) The record date for determining Shareholders entitled to notice of
or to vote at a meeting of Shareholders shall be at the close of business on the
business day next preceding the day on which notice is given or, if notice is
waived, at the close of business on the business day which is five (5) business
days next preceding to the day on which the meeting is held.
(b) The record date for determining Shareholders entitled to give
consent to action in writing without a meeting, (i) when no prior action by the
Board of Trustees has been taken, shall be the day on which the first written
consent is given, or (ii) when prior action of the Board of Trustees has been
taken, shall be at the close of business on the day on which the Board of
Trustees adopts the resolution taking such prior action or the seventy-fifth
(75th) day before the date of such other action, whichever is later.
For the purpose of determining the Shareholders of any Series or class
who are entitled to receive payment of any dividend or of any other
distribution, the Board of Trustees may from time to time fix a date, which
shall be before the date for the payment of such dividend or such other
distribution, as the record date for determining the Shareholders of such Series
or class having the right to receive such dividend or distribution. Nothing in
this Section shall be construed as precluding the Board of Trustees from setting
different record dates for different Series or classes.
Section 6. Additional Provisions. The By-Laws may include further
provisions for Shareholders' votes, meetings and related matters.
ARTICLE VI.
Net Asset Value, Distributions and Redemptions
Section 1. Determination of Net Asset Value, Net Income and
Distributions. Subject to Article III, Section 6 hereof, the Board of Trustees
shall have the power to fix an initial offering price for the Shares of any
Series or class thereof which shall yield to such Series or class not less than
the net asset value thereof, at which price the Shares of such Series or class
shall be offered initially for sale, and to determine from time to time
thereafter the offering price which shall yield to such Series or class not less
than the net asset value thereof from sales of the Shares of such Series or
class; provided, however, that no Shares of a Series or class thereof shall be
issued or sold for consideration which shall yield to such Series or class less
than the net asset value of the Shares of such Series or class next determined
after the receipt of the order (or at such other times set by the Board of
Trustees), except in the case of Shares of such Series or class issued in
payment of a dividend properly declared and payable.
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Subject to Article III, Section 6 hereof, the Board of Trustees, in
their absolute discretion, may prescribe and shall set forth in the By-laws or
in a duly adopted vote of the Board of Trustees such bases and time for
determining the per Share or net asset value of the Shares of any Series or net
income attributable to the Shares of any Series, or the declaration and payment
of dividends and distributions on the Shares of any Series, as they may deem
necessary or desirable.
Section 2. Redemptions at the Option of a Shareholder. Unless otherwise
provided in the prospectus of the Trust relating to the Shares, as such
prospectus may be amended from time to time ("Prospectus"):
(a) The Trust shall purchase such Shares as are offered by any
Shareholder for redemption, upon the presentation of a proper instrument of
transfer together with a request directed to the Trust or a Person designated by
the Trust that the Trust purchase such Shares or in accordance with such other
procedures for redemption as the Board of Trustees may from time to time
authorize; and the Trust will pay therefor the net asset value thereof, in
accordance with the By-Laws and applicable law. Payment for said Shares shall be
made by the Trust to the Shareholder within seven days after the date on which
the request is received in proper form. The obligation set forth in this Section
2 is subject to the provision that in the event that any time the New York Stock
Exchange (the "Exchange") is closed for other than weekends or holidays, or if
permitted by the Rules of the Commission during periods when trading on the
Exchange is restricted or during any National Financial Emergency which makes it
impracticable for the Trust to dispose of the investments of the applicable
Series or to determine fairly the value of the net assets held with respect to
such Series or during any other period permitted by order of the Commission for
the protection of investors, such obligations may be suspended or postponed by
the Board of Trustees. If certificates have been issued to a Shareholder, any
such request by such Shareholder must be accompanied by surrender of any
outstanding certificate or certificates for such Shares in form for transfer,
together with such proof of the authenticity of signatures as may reasonably be
required on such Shares and accompanied by proper stock transfer stamps, if
applicable.
(b) Payments for Shares so redeemed by the Trust shall be made in cash,
except payment for such Shares may, at the option of the Board of Trustees, or
such officer or officers as it may duly authorize in its complete discretion, be
made in kind or partially in cash and partially in kind. In case of any payment
in kind, the Board of Trustees, or its delegate, shall have absolute
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discretion as to what security or securities of the Trust shall be distributed
in kind and the amount of the same; and the securities shall be valued for
purposes of distribution at the value at which they were appraised in computing
the then current net asset value of the Shares, provided that any Shareholder
who cannot legally acquire securities so distributed in kind by reason of the
prohibitions of the 1940 Act or the provisions of the Employee Retirement Income
Security Act ("ERISA") shall receive cash. Shareholders shall bear the expenses
of in-kind transactions, including, but not limited to, transfer agency fees,
custodian fees and costs of disposition of such securities.
(c) Payment for Shares so redeemed by the Trust shall be made by the
Trust as provided above within seven days after the date on which the redemption
request is received in good order; provided, however, that if payment shall be
made other than exclusively in cash, any securities to be delivered as part of
such payment shall be delivered as promptly as any necessary transfers of such
securities on the books of the several corporations whose securities are to be
delivered practicably can be made, which may not necessarily occur within such
seven day period. Moreover, redemptions may be suspended in the event of a
National Financial Emergency. In no case shall the Trust be liable for any delay
of any corporation or other Person in transferring securities selected for
delivery as all or part of any payment in kind.
(d) The right of Shareholders to receive dividends or other
distributions on Shares may be set forth in a Plan adopted by the Board of
Trustees and amended from time to time pursuant to Rule 18f-3 of the 1940 Act.
The right of any Shareholder of the Trust to receive dividends or other
distributions on Shares redeemed and all other rights of such Shareholder with
respect to the Shares so redeemed by the Trust, except the right of such
Shareholder to receive payment for such Shares, shall cease at the time as of
which the purchase price of such Shares shall have been fixed, as provided
above.
Section 3. Redemptions at the Option of the Trust. The Board of
Trustees may, from time to time, without the vote or consent of the
Shareholders, and subject to the 1940 Act, redeem Shares or authorize the
closing of any Shareholder account, subject to such conditions as may be
established by the Board of Trustees.
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ARTICLE VII.
Compensation and Limitation of Liability of
Officers and Trustees
Section 1. Compensation. Except as set forth in the last sentence of
this Section 1, the Board of Trustees may, from time to time, fix a reasonable
amount of compensation to be paid by the Trust to the Trustees and officers of
the Trust. Nothing herein shall in any way prevent the employment of any Trustee
for advisory, management, legal, accounting, investment banking or other
services and payment for the same by the Trust.
Section 2. Indemnification and Limitation of Liability.
(a) To the fullest extent that limitations on the liability of Trustees
and officers are permitted by the DBTA, the officers and Trustees shall not be
responsible or liable in any event for any act or omission of: any agent or
employee of the Trust; any Investment Adviser or Principal Underwriter of the
Trust; or with respect to each Trustee and officer, the act or omission of any
other Trustee or officer, respectively. The Trust, out of the Trust Property,
shall indemnify and hold harmless each and every officer and Trustee from and
against any and all claims and demands whatsoever arising out of or related to
such officer's or Trustee's performance of his or her duties as an officer or
Trustee of the Trust. This limitation on liability applies to events occurring
at the time a Person serves as a Trustee or officer of the Trust whether or not
such Person is a Trustee or officer at the time of any proceeding in which
liability is asserted. Nothing herein contained shall indemnify, hold harmless
or protect any officer or Trustee from or against any liability to the Trust or
any Shareholder to which such Person would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of such Person's office.
(b) Every note, bond, contract, instrument, certificate or undertaking
and every other act or document whatsoever issued, executed or done by or on
behalf of the Trust, the officers or the Trustees or any of them in connection
with the Trust shall be conclusively deemed to have been issued, executed or
done only in such Person's capacity as Trustee and/or as officer, and such
Trustee or officer, as applicable, shall not be personally liable therefore,
except as described in the last sentence of the first paragraph of this Section
2 of this Article VII.
Section 3. Officers and Trustees' Good Faith Action, Expert Advice, No
Bond or Surety. The exercise by the Trustees of their powers and discretions
hereunder shall be binding upon everyone interested. An officer or Trustee shall
be liable to the Trust and to any Shareholder solely for such officer's or
Trustee's own willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of the office of such officer or
Trustee, and for nothing else, and shall not be liable for errors of judgment or
mistakes of fact or law. The officers and Trustees may obtain the advice of
counsel or other experts with respect to the meaning and operation of this
Declaration of Trust and their
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duties as officers or Trustees. No such officer or Trustee shall be liable for
any act or omission in accordance with such advice and no inference concerning
liability shall arise from a failure to follow such advice. The officers and
Trustees shall not be required to give any bond as such, nor any surety if a
bond is required.
Section 4. Insurance. To the fullest extent permitted by applicable
law, the officers and Trustees shall be entitled and have the authority to
purchase with Trust Property, insurance for liability and for all expenses
reasonably incurred or paid or expected to be paid by a Trustee or officer in
connection with any claim, action, suit or proceeding in which such Person
becomes involved by virtue of such Person's capacity or former capacity with the
Trust, whether or not the Trust would have the power to indemnify such Person
against such liability under the provisions of this Article.
ARTICLE VIII.
Miscellaneous
Section 1. Liability of Third Persons Dealing with Trustees. No person
dealing with the Trustees shall be bound to make any inquiry concerning the
validity of any actions made or to be made by the Trustees.
Section 2. Dissolution of Trust or Series. Unless dissolved as provided
herein, the Trust shall have perpetual existence. The Trust may be dissolved at
any time by vote of a majority of the Shares of the Trust entitled to vote or by
the Board of Trustees by written notice to the Shareholders. Any Series may be
dissolved at any time by vote of a majority of the Shares of that Series or by
the Board of Trustees by written notice to the Shareholders of that Series.
Upon dissolution of the Trust (or a particular Series, as the case may
be), the Trustees shall (in accordance with ss. 3808 of the DBTA) pay or make
reasonable provision to pay all claims and obligations of each Series (or the
particular Series, as the case may be), including all contingent, conditional or
unmatured claims and obligations known to the Trust, and all claims and
obligations which are known to the Trust but for which the identity of the
claimant is unknown. If there are sufficient assets held with respect to each
Series of the Trust (or the particular Series, as the case may be), such claims
and obligations shall be paid in full and any such provisions for payment shall
be made in full. If there are insufficient assets held with respect to each
Series of the Trust (or the particular Series, as the case may be), such claims
and obligations shall be paid or provided for according to their priority and,
among claims and obligations of equal priority, ratably to the extent of assets
available
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therefor. Any remaining assets (including without limitation, cash, securities
or any combination thereof) held with respect to each Series of the Trust (or
the particular Series, as the case may be) shall be distributed to the
Shareholders of such Series, ratably according to the number of Shares of such
Series held by the several Shareholders on the record date for such dissolution
distribution.
Section 3. Merger and Consolidation; Conversion.
(a) Merger and Consolidation. Pursuant to an agreement of merger or
consolidation, the Trust, or any one or more Series, may, by act of a majority
of the Board of Trustees, merge or consolidate with or into one or more business
trusts or other business entities formed or organized or existing under the laws
of the State of Delaware or any other state or the United States or any foreign
country or other foreign jurisdiction. Any such merger or consolidation shall
not require the vote of the Shareholders affected thereby, unless such vote is
required by the 1940 Act, or unless such merger or consolidation would result in
an amendment of this Declaration of Trust which would otherwise require the
approval of such Shareholders. In accordance with Section 3815(f) of the DBTA,
an agreement of merger or consolidation may effect any amendment to this
Declaration of Trust or the By-Laws or effect the adoption of a new declaration
of trust or by-laws of the Trust if the Trust is the surviving or resulting
business trust. Upon completion of the merger or consolidation, the Trustees
shall file a certificate of merger or consolidation in accordance with Section
3810 of the DBTA.
(b) Conversion. A majority of the Board of Trustees may, without the
vote or consent of the Shareholders, cause (i) the Trust to convert to a
common-law trust, a general partnership, limited partnership or a limited
liability company organized, formed or created under the laws of the State of
Delaware as permitted pursuant to Section 3821 of the DBTA; (ii) the Shares of
the Trust or any Series to be converted into beneficial interests in another
business trust (or series thereof) created pursuant to this Section 3 of this
Article VIII, or (iii) the Shares to be exchanged under or pursuant to any state
or federal statute to the extent permitted by law; provided, however, that if
required by the 1940 Act, no such statutory conversion, Share conversion or
Share exchange shall be effective unless the terms of such transaction shall
first have been approved at a meeting called for that purpose by the "vote of a
majority of the outstanding voting securities," as such phrase is defined in the
1940 Act, of the Trust or Series, as applicable; provided, further, that in all
respects not governed by statute or applicable law, the Board of Trustees shall
have the power to prescribe the procedure necessary or appropriate to accomplish
a sale of assets, merger or consolidation including the power to create one or
more separate business trusts to which all or any part of the assets,
liabilities, profits or losses of the Trust may
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be transferred and to provide for the conversion of Shares of the Trust or any
Series into beneficial interests in such separate business trust or trusts (or
series thereof).
Section 4. Reorganization.
A majority of the Board of Trustees may cause the Trust to sell, convey
and transfer all or substantially all of the assets of the Trust, or all or
substantially all of the assets associated with any one or more Series, to
another trust, business trust, partnership, limited partnership, limited
liability company, association or corporation organized under the laws of any
state, or to one or more separate series thereof, or to the Trust to be held as
assets associated with one or more other Series of the Trust, in exchange for
cash, shares or other securities (including, without limitation, in the case of
a transfer to another Series of the Trust, Shares of such other Series) with
such transfer either (a) being made subject to, or with the assumption by the
transferee of, the liabilities associated with each Series the assets of which
are so transferred, or (b) not being made subject to, or not with the assumption
of, such liabilities; provided, however, that, if required by the 1940 Act, no
assets associated with any particular Series shall be so sold, conveyed or
transferred unless the terms of such transaction shall first have been approved
at a meeting called for that purpose by the "vote of a majority of the
outstanding voting securities," as such phrase is defined in the 1940 Act, of
that Series. Following such sale, conveyance and transfer, the Board of Trustees
shall distribute such cash, shares or other securities (giving due effect to the
assets and liabilities associated with and any other differences among the
various Series the assets associated with which have so been sold, conveyed and
transferred) ratably among the Shareholders of the Series the assets associated
with which have been so sold, conveyed and transferred (giving due effect to the
differences among the various classes within each such Series); and if all of
the assets of the Trust have been so sold, conveyed and transferred, the Trust
shall be dissolved.
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Section 5. Amendments.
Subject to the provisions of the second paragraph of this Section 5 of
this Article VIII, this Declaration of Trust may be restated and/or amended at
any time by an instrument in writing signed by a majority of the then Board of
Trustees and, if required, by approval of such amendment by Shareholders in
accordance with Article V, Section 3 hereof. Any such restatement and/or
amendment hereto shall be effective immediately upon execution and approval or
upon such future date and time as may be stated therein. The Certificate of
Trust of the Trust may be restated and/or amended by a similar procedure, and
any such restatement and/or amendment shall be effective immediately upon filing
with the Office of the Secretary of State of the State of Delaware or upon such
future date as may be stated therein.
Notwithstanding the above, the Board of Trustees expressly reserves the
right to amend or repeal any provisions contained in this Declaration of Trust
or the Certificate of Trust, in accordance with the provisions of Section 5 of
Article III hereof, and all rights, contractual and otherwise, conferred upon
Shareholders are granted subject to such reservation. The Board of Trustees
further expressly reserves the right to amend or repeal any provision of the
By-Laws pursuant to Article X of the By-Laws.
Section 6. Filing of Copies, References, Headings. The original or a
copy of this Declaration of Trust and of each restatement and/or amendment
hereto shall be kept at the principal executive office of the Trust where it may
be inspected by any Shareholder. Anyone dealing with the Trust may rely on a
certificate by an officer of the Trust as to whether or not any such
restatements and/or amendments have been made and as to any matters in
connection with the Trust hereunder; and, with the same effect as if it were the
original, may rely on a copy certified by an officer of the Trust to be a copy
of this instrument or of any such restatements and/or amendments. In this
Declaration of Trust and in any such restatements and/or amendments, references
to this instrument, and all expressions of similar effect to "herein," "hereof"
and "hereunder," shall be deemed to refer to this instrument as amended or
affected by any such restatements and/or amendments. Headings are placed herein
for convenience of reference only and shall not be taken as a part hereof or
control or affect the meaning, construction or effect of this instrument.
Whenever the singular number is used herein, the same shall include the plural;
and the neuter, masculine and feminine genders shall include each other, as
applicable. This instrument may be executed in any number of counterparts, each
of which shall be deemed an original.
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Section 7. Applicable Law. This Declaration of Trust is created under
and is to be governed by and construed and administered according to the laws of
the State of Delaware and the applicable provisions of the 1940 Act and the
Code. The Trust shall be a Delaware business trust pursuant to the DBTA, and
without limiting the provisions hereof, the Trust may exercise all powers which
are ordinarily exercised by such a business trust.
Section 8. Provisions in Conflict with Law or Regulations.
(a) The provisions of this Declaration of Trust are severable, and if
the Board of Trustees shall determine, with the advice of counsel, that any of
such provisions is in conflict with the 1940 Act, the Code, the DBTA, or with
other applicable laws and regulations, the conflicting provision shall be deemed
not to have constituted a part of this Declaration of Trust from the time when
such provisions became inconsistent with such laws or regulations; provided,
however, that such determination shall not affect any of the remaining
provisions of this Declaration of Trust or render invalid or improper any action
taken or omitted prior to such determination.
(b) If any provision of this Declaration of Trust shall be held invalid
or unenforceable in any jurisdiction, such invalidity or unenforceability shall
attach only to such provision in such jurisdiction and shall not in any manner
affect such provision in any other jurisdiction or any other provision of this
Declaration of Trust in any jurisdiction.
Section 9. Business Trust Only. It is the intention of the Trustees to
create a business trust pursuant to the DBTA, and thereby to create the
relationship of trustee and beneficial owners within the meaning of the DBTA
between the Trustees and each Shareholder. It is not the intention of the
Trustees to create a general or limited partnership, limited liability company,
joint stock association, corporation, bailment, or any form of legal
relationship other than a business trust pursuant to the DBTA. Nothing in this
Declaration of Trust shall be construed to make the Shareholders, either by
themselves or with the Trustees, partners or members of a joint stock
association.
Section 10. Use of the Names "Delaware Group" and "Delaware
Investments". The Trust expressly agrees and acknowledges that the names
"Delaware Group" and "Delaware Investments" are the sole property of Delaware
Management Holdings, Inc. ("DMH"), and, with respect to such names, that similar
names are used by funds in the investment business which are affiliated with
DMH. DMH has consented to the use by the Trust of the identifying words
"Delaware Group" and "Delaware Investments" and has granted to the Trust a
nonexclusive license to use the names "Delaware Group" and "Delaware
Investments" as part of the name of the Trust and the name of any Series of
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Shares. The Trust further expressly agrees and acknowledges that the
non-exclusive license granted herein may be terminated by DMH if the Trust
ceases to use an Affiliate of DMH as Investment Adviser or Delaware
Distributors, L.P. ("DDLP") as Principal Underwriter (or to use other Affiliates
or successors of DMH and DDLP for such purposes). In such event, the
non-exclusive license granted herein may be revoked by DMH and the Trust shall
cease using the names "Delaware Group" and "Delaware Investments" as part of its
name or the name of any Series of Shares, unless otherwise consented to by DMH
or any successor to its interests in such names.
The Trust further understands and agrees that so long as DMH and/or its
advisory Affiliates shall continue to serve as the Trust's Investment Adviser,
other mutual funds as may be sponsored or advised by DMH or its Affiliates shall
have the right permanently to adopt and to use the words "Delaware" in their
names and in the names of any Series or class of Shares of such funds.
IN WITNESS WHEREOF, the Trustees named below do hereby make and enter
into this Declaration of Trust as of the 17th day of December, 1998.
/s/ Wayne A. Stork /s/ Jeffrey J. Nick
- ------------------------- -------------------------
Wayne A. Stork Jeffrey J. Nick
Trustee Trustee
/s/ Walter P. Babich /s/ John H. Durham
- ------------------------- -------------------------
Walter P. Babich John H. Durham
Trustee Trustee
/s/ Anthony D. Knerr /s/ Ann R. Leven
- ------------------------- -------------------------
Anthony D. Knerr Ann R. Leven
Trustee Trustee
/s/ W. Thacher Longstreth /s/ Thomas F. Madison
- ------------------------- -------------------------
W. Thacher Longstreth Thomas F. Madison
Trustee Trustee
/s/ Charles E. Peck
- -------------------------
Charles E. Peck
Trustee
<PAGE>
CERTIFICATE OF TRUST OF
DELAWARE GROUP EQUITY FUNDS II
This Certificate of Trust of Delaware Group Equity Funds II, a business
trust (the "Trust"), executed by the undersigned trustees, and filed under and
in accordance with the provisions of the Delaware Business Trust Act (12 Del. C.
ss. 3801 et seq.) (the "Act"), sets forth the following:
FIRST: The name of the business trust formed hereby is Delaware Group
Equity Funds II.
SECOND: The address of the registered office of the Trust in the State
of Delaware is at 1209 Orange Street, Wilmington, Delaware 19801 and
the name and address of the registered agent for service of process on
the Trust in the State of Delaware is The Corporation Trust Company,
1209 Orange Street, Wilmington, Delaware 19801.
THIRD: The Trust formed hereby is or will become an investment company
registered under the Investment Company Act of 1940, as amended
(15 U.S.C. ss.ss.80a-1 et seq.).
FOURTH: Pursuant to Section 3804 of the Act, the debts, liabilities,
obligations and expenses incurred, contracted for or otherwise existing
with respect to a particular series, whether such series is now
authorized and existing pursuant to the governing instrument of the
Trust or is hereafter authorized and existing pursuant to said
governing instrument, shall be enforceable against the assets
associated with such series only, and not against the assets of the
Trust generally or any other series thereof, and, except as otherwise
provided in the governing instrument of the Trust, none of the debts,
liabilities, obligations and expenses incurred, contracted for or
otherwise existing with respect to the Trust generally or any other
series thereof shall be enforceable against the assets of such series.
In witness whereof, the undersigned, being all of the trustees of
Delaware Group Equity Funds II, have duly executed this Certificate of Trust as
of the 17th day of December, 1998.
By: /s/Wayne A. Stork By: /s/Jeffrey J. Nick
--------------------------- ------------------------------
Wayne A. Stork Jeffrey J. Nick
Trustee Trustee
By: /s/ Walter P. Babich By: /s/John H. Durham
--------------------------- ------------------------------
Walter P. Babich John H. Durham
Trustee Trustee
By: /s/Anthony D. Knerr By: /s/Ann R. Leven
--------------------------- ------------------------------
Anthony D. Knerr Ann R. Leven
Trustee Trustee
By: /s/W. Thacher Longstreth By: /s/Thomas F. Madison
--------------------------- ------------------------------
W. Thacher Longstreth Thomas F. Madison
Trustee Trustee
By: /s/Charles E. Peck
----------------------------
Charles E. Peck
Trustee
<PAGE>
BY-LAWS
OF
DELAWARE GROUP EQUITY FUNDS II
A Delaware Business Trust
ARTICLE I
OFFICES
Section 1. PRINCIPAL OFFICE. The principal executive office of Delaware
Group Equity Funds II (the "Trust") shall be One Commerce Square, Philadelphia,
Pennsylvania, 19103. The board of trustees (the "Board of Trustees") may, from
time to time, change the location of the principal executive office of the Trust
to any place within or outside the State of Delaware.
Section 2. OTHER OFFICES. The Board of Trustees may at any time
establish branch or subordinate offices at any place or places where the Trust
intends to do business.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. PLACE OF MEETINGS. Meetings of shareholders shall be held at
any place within or outside the State of Delaware designated by the Board of
Trustees. In the absence of any such designation by the Board of Trustees,
shareholders' meetings shall be held at the principal executive office of the
Trust. For purposes of these By-Laws, the term "shareholder" shall mean a record
owner of shares of the Trust.
Section 2. CALL OF MEETING. A meeting of the shareholders may be called
at any time by the Board of Trustees or by the chairperson of the board or by
the president. If the Trust is required under the Investment Company Act of
1940, as amended (the "1940 Act"), to hold a shareholders' meeting to elect
trustees, the meeting shall be deemed an "annual meeting" for that year for
purposes of the 1940 Act.
Section 3. NOTICE OF SHAREHOLDERS' MEETING. All notices of meetings of
shareholders shall be sent or otherwise given in accordance with Section 4 of
this Article II not less than seven (7) nor more than ninety-three (93) days
before the date of the meeting. The notice shall specify (i) the place, date and
hour of the meeting, and (ii) the general nature of the business to be
transacted. The notice of any meeting at which trustees are to be elected also
shall include the name of any nominee or nominees whom at the time of the notice
are intended to be presented for election. Except with respect to adjournments
as provided herein, no business shall be transacted at such meeting other than
that specified in the notice.
<PAGE>
Section 4. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any
meeting of shareholders shall be given either personally or by first-class mail,
courier or telegraphic, facsimile, electronic mail or other written
communication, charges prepaid, addressed to the shareholder at the address of
that shareholder appearing on the books of the Trust or its transfer agent or
given by the shareholder to the Trust for the purpose of notice. If no such
address appears on the Trust's books or is given, notice shall be deemed to have
been given if sent to that shareholder by first-class mail, courier, or
telegraphic, facsimile, electronic mail or other written communication to the
Trust's principal executive office. Notice shall be deemed to have been given at
the time when delivered personally or deposited in the mail, with a courier or
sent by telegram, facsimile, electronic mail or other means of written
communication.
If any notice addressed to a shareholder at the address of that
shareholder appearing on the books of the Trust is returned to the Trust marked
to indicate that the notice to the shareholder cannot be delivered at that
address, all future notices or reports shall be deemed to have been duly given
without further mailing, or substantial equivalent thereof, if such notices
shall be available to the shareholder on written demand of the shareholder at
the principal executive office of the Trust for a period of one year from the
date of the giving of the notice.
An affidavit of the mailing or other means of giving any notice of any
shareholders' meeting shall be executed by the secretary, assistant secretary or
any transfer agent of the Trust giving the notice and shall be filed and
maintained in the records of the Trust. Such affidavit shall, in the absence of
fraud, be prima facie evidence of the facts stated therein.
Section 5. ADJOURNED MEETING; NOTICE. Any shareholders' meeting,
whether or not a quorum is present, may be adjourned from time to time (and at
any time during the course of the meeting) by a majority of the votes cast by
those shareholders present in person or by proxy, or by the chairperson of the
meeting. Any adjournment may be with respect to one or more proposals, but not
necessarily all proposals, to be voted or acted upon at such meeting and any
adjournment will not delay or otherwise affect the effectiveness and validity of
a vote or other action taken at a shareholders' meeting prior to adjournment.
When any shareholders' meeting is adjourned to another time or place,
notice need not be given of the adjourned meeting at which the adjournment is
taken, unless a new record date of the adjourned meeting is fixed or unless the
adjournment is for more than one hundred eighty (180) days from the record date
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set for the original meeting, in which case the Board of Trustees shall set a
new record date. If notice of any such adjourned meeting is required pursuant to
the preceding sentence, it shall be given to each shareholder of record entitled
to vote at the adjourned meeting in accordance with the provisions of Sections 3
and 4 of this Article II. At any adjourned meeting, the Trust may transact any
business which might have been transacted at the original meeting.
Section 6. VOTING. The shareholders entitled to vote at any meeting of
shareholders shall be determined in accordance with the provisions of the
Declaration of Trust, as in effect at such time. The shareholders' vote may be
by voice vote or by ballot, provided, however, that any election for trustees
must be by ballot if demanded by any shareholder before the voting has begun. On
any matter other than elections of trustees, any shareholder may vote part of
the shares in favor of the proposal and refrain from voting the remaining shares
or vote them against the proposal, but if the shareholder fails to specify the
number of shares which the shareholder is voting affirmatively, it will be
conclusively presumed that the shareholder's approving vote is with respect to
the total shares that the shareholder is entitled to vote on such proposal.
Abstentions and broker non-votes will be included for purposes of
determining whether a quorum is present at a shareholders' meeting. Abstentions
and broker non-votes will be treated as votes present at a shareholders'
meeting, but will not be treated as votes cast. Abstentions and broker
non-votes, therefore, will have no effect on proposals which require a plurality
or majority of votes cast for approval, but will have the same effect as a vote
"against" on proposals requiring a majority of outstanding voting securities for
approval.
Section 7. WAIVER OF NOTICE BY CONSENT OF ABSENT SHAREHOLDERS. The
transactions of a meeting of shareholders, however called and noticed and
wherever held, shall be valid as though transacted at a meeting duly held after
regular call and notice if a quorum be present either in person or by proxy.
Attendance by a person at a meeting shall also constitute a waiver of notice
with respect to that person of that meeting, except when the person objects at
the beginning of the meeting to the transaction of any business because the
meeting is not lawfully called or convened and except that such attendance is
not a waiver of any right to object to the consideration of matters not included
in the notice of the meeting if that objection is expressly made at the
beginning of the meeting. Whenever notice of a meeting is required to be given
to a shareholder under the Declaration of Trust or these By-Laws, a written
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waiver thereof, executed before or after the meeting by such shareholder or his
or her attorney thereunto authorized and filed with the records of the meeting,
shall be deemed equivalent to such notice.
Section 8. PROXIES. Every shareholder entitled to vote for trustees or
on any other matter shall have the right to do so either in person or by one or
more agents authorized by a written proxy signed by the shareholder and filed
with the secretary of the Trust. A proxy shall be deemed signed if the
shareholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission or otherwise) by the shareholder or the
shareholder's attorney-in-fact. A validly executed proxy which does not state
that it is irrevocable shall continue in full force and effect unless (i)
revoked by the shareholder executing it by a written notice delivered to the
Trust prior to the exercise of the proxy or by the shareholder's execution of a
subsequent proxy or attendance and vote in person at the meeting; or (ii)
written notice of the death or incapacity of the shareholder is received by the
Trust before the proxy's vote is counted; provided, however, that no proxy shall
be valid after the expiration of eleven (11) months from the date of the proxy
unless otherwise provided in the proxy. The revocability of a proxy that states
on its face that it is irrevocable shall be governed by the provisions of the
General Corporation Law of the State of Delaware.
With respect to any shareholders' meeting, the Board of Trustees may
act to permit the Trust to accept proxies by any electronic, telephonic,
computerized, telecommunications or other reasonable alternative to the
execution of a written instrument authorizing the proxy to act, provided the
shareholder's authorization is received within eleven (11) months before the
meeting. A proxy with respect to shares held in the name of two or more Persons
shall be valid if executed by any one of them unless at or prior to exercise of
the proxy the Trust receives a specific written notice to the contrary from any
one of them. A proxy purporting to be executed by or on behalf of a shareholder
shall be deemed valid unless challenged at or prior to its exercise and the
burden of proving invalidity shall rest with the challenger.
Section 9. INSPECTORS OF ELECTION. Before any meeting of shareholders,
the Board of Trustees may appoint any person other than nominees for office to
act as inspector of election at the meeting or its adjournment. If no inspector
of election is so appointed, the chairperson of the meeting may, and on the
request of any shareholder or a shareholder's proxy shall, appoint an inspector
of election at the meeting. If any person appointed as inspector fails to appear
or fails or refuses to act, the chairperson of the meeting may, and on the
request of any shareholder or a shareholder's proxy shall, appoint a person to
fill the vacancy.
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The inspector shall:
(a) determine the number of shares outstanding and the voting power of
each, the shares represented at the meeting, the existence of a quorum and the
authenticity, validity and effect of proxies;
(b) receive votes, ballots or consents;
(c) hear and determine all challenges and questions in any way arising
in connection with the right to vote;
(d) count and tabulate all votes or consents;
(e) determine when the polls shall close;
(f) determine the result; and
(g) do any other acts that may be proper to conduct the election or
vote with fairness to all shareholders.
ARTICLE III
TRUSTEES
Section 1. POWERS. Subject to the applicable provisions of the
Declaration of Trust and these By-Laws relating to action required to be
approved by the shareholders, the business and affairs of the Trust shall be
managed and all powers shall be exercised by or under the direction of the Board
of Trustees.
Section 2. NUMBER OF TRUSTEES. The number of trustees constituting the
Board of Trustees shall be determined as set forth in the Declaration of Trust.
Section 3. VACANCIES. Vacancies in the Board of Trustees may be filled
by a majority of the remaining trustees, though less than a quorum, or by a sole
remaining trustee, unless the Board of Trustees calls a meeting of shareholders
for the purpose of filling such vacancies. Notwithstanding the above, whenever
and for so long as the Trust is a participant in or otherwise has in effect a
plan under which the Trust may be deemed to bear expenses of distributing its
shares as that practice is described in Rule 12b- 1 under the 1940 Act, then the
selection and nomination of the trustees who are not "interested persons" of the
Trust (as that term is defined in the 1940 Act) shall be, and is, committed to
the discretion of such disinterested trustees.
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Section 4. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. All meetings of
the Board of Trustees may be held at any place within or outside the State of
Delaware that has been designated from time to time by resolution of the Board
of Trustees. In the absence of such a designation, regular meetings shall be
held at the principal executive office of the Trust. Any meeting, regular or
special, may be held by conference telephone or similar communication equipment,
so long as all trustees participating in the meeting can hear one another, and
all such trustees shall be deemed to be present in person at the meeting.
Section 5. REGULAR MEETINGS. Regular meetings of the Board of Trustees
shall be held without call at such time as shall from time to time be fixed by
the Board of Trustees. Such regular meetings may be held without notice.
Section 6. SPECIAL MEETINGS. Special meetings of the Board of Trustees
for any purpose or purposes may be called at any time by the chairperson of the
board or the president or any vice president or the secretary or any two (2)
trustees.
Notice of the time and place of special meetings shall be delivered
personally or by telephone to each trustee or sent by first-class mail, courier
or telegram, charges prepaid, or by facsimile or electronic mail, addressed to
each trustee at that trustee's address as it is shown on the records of the
Trust. In case the notice is mailed, it shall be deposited in the United States
mail at least seven (7) days before the time of the holding of the meeting. In
case the notice is delivered personally, by telephone, by courier, to the
telegraph company, or by express mail, facsimile, electronic mail or similar
service, it shall be delivered at least forty-eight (48) hours before the time
of the holding of the meeting. Any oral notice given personally or by telephone
may be communicated either to the trustee or to a person at the office of the
trustee who the person giving the notice has reason to believe will promptly
communicate it to the trustee. The notice need not specify the purpose of the
meeting or the place if the meeting is to be held at the principal executive
office of the Trust.
Section 7. QUORUM. A majority of the authorized number of trustees
shall constitute a quorum for the transaction of business, except to adjourn as
provided in Section 10 of this Article III. Every act or decision done or made
by a majority of the trustees present at a meeting duly held at which a quorum
is present shall be regarded as the act of the Board of Trustees, subject to the
provisions of the Declaration of Trust. A meeting at which a quorum is initially
present may continue to transact business notwithstanding the withdrawal of
trustees if any action taken is approved by at least a majority of the required
quorum for that meeting.
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Section 8. WAIVER OF NOTICE. Notice of any meeting need not be given to
any trustee who either before or after the meeting signs a written waiver of
notice, a consent to holding the meeting, or an approval of the minutes. The
waiver of notice or consent need not specify the purpose of the meeting. All
such waivers, consents, and approvals shall be filed with the records of the
Trust or made a part of the minutes of the meeting. Notice of a meeting shall
also be deemed given to any trustee who attends the meeting without protesting
before or at its commencement about the lack of notice to that trustee.
Section 9. ADJOURNMENT. A majority of the trustees present, whether or
not constituting a quorum, may adjourn any matter at any meeting to another time
and place.
Section 10. NOTICE OF ADJOURNMENT. Notice of the time and place of
holding an adjourned meeting need not be given unless the meeting is adjourned
for more than seven (7) days, in which case notice of the time and place shall
be given before the time of the adjourned meeting to the trustees who were
present at the time of the adjournment.
Section 11. FEES AND COMPENSATION OF TRUSTEES. Trustees and members of
committees may receive such compensation, if any, for their services and such
reimbursement of expenses as may be fixed or determined by resolution of the
Board of Trustees. This Section 11 shall not be construed to preclude any
trustee from serving the Trust in any other capacity as an officer, agent,
employee, or otherwise and receiving compensation for those services.
Section 12. TRUSTEE EMERITUS. Upon retirement of a trustee, the Board
of Trustees may elect him or her to the position of Trustee Emeritus. Said
Trustee Emeritus shall serve for one year and may be reelected by the Board of
Trustees from year to year thereafter. Said Trustee Emeritus shall not vote at
meetings of trustees and shall not be held responsible for actions of the Board
of Trustees but shall receive fees paid to trustees for serving as such.
ARTICLE IV
COMMITTEES
Section 1. COMMITTEES OF TRUSTEES. The Board of Trustees may, by
resolution adopted by a majority of the authorized number of trustees, designate
one or more committees, each consisting of two (2) or more trustees, to serve at
the pleasure of the Board of Trustees. The Board of Trustees may designate one
or more trustees as alternate members of any committee who may replace any
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absent member at any meeting of the committee. Any committee to the extent
provided in the resolution of the Board of Trustees, shall have the authority of
the Board of Trustees, except with respect to:
(a) the approval of any action which under the Declaration of Trust or
applicable law also requires shareholders' approval or requires approval by a
majority of the entire Board of Trustees or certain members of said Board of
Trustees;
(b) the filling of vacancies on the Board of Trustees or in any
committee;
(c) the fixing of compensation of the trustees for serving on the Board
of Trustees or on any committee;
(d) the amendment or repeal of the Declaration of Trust or of the
By-Laws or the adoption of new By-Laws;
(e) the amendment or repeal of any resolution of the Board of Trustees
which by its express terms is not so amendable or repealable; or
(f) the appointment of any other committees of the Board of Trustees or
the members of these committees.
Section 2. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of
any committee shall be governed by and held and taken in accordance with the
provisions of Article III of these By-Laws, with such changes in the context
thereof as are necessary to substitute the committee and its members for the
Board of Trustees and its members, except that the time of regular meetings of
any committee may be determined either by resolution of the Board of Trustees or
by resolution of the committee. Special meetings of any committee may also be
called by resolution of the Board of Trustees, and notice of special meetings of
any committee shall also be given to all alternate members who shall have the
right to attend all meetings of the committee. The Board of Trustees may adopt
rules for the government of any committee not inconsistent with the provisions
of these By-Laws.
ARTICLE V
OFFICERS
Section 1. OFFICERS. The officers of the Trust shall be a chairperson
of the board, a president and chief executive officer, a secretary, and a
treasurer. The Trust may also have, at the discretion of the Board of Trustees,
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one or more vice presidents, one or more assistant vice presidents, one or more
assistant secretaries, one or more assistant treasurers, and such other officers
as may be appointed in accordance with the provisions of Section 3 of this
Article V. Any number of offices may be held by the same person, except the
offices of president and vice president.
Section 2. ELECTION OF OFFICERS. The officers of the Trust shall be
chosen by the Board of Trustees, and each shall serve at the pleasure of the
Board of Trustees, subject to the rights, if any, of an officer under any
contract of employment.
Section 3. SUBORDINATE OFFICERS. The Board of Trustees may appoint and
may empower the president to appoint such other officers as the business of the
Trust may require, each of whom shall hold office for such period, have such
authority and perform such duties as are provided in these By-Laws or as the
Board of Trustees may from time to time determine.
Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights,
if any, of an officer under any contract of employment, any officer may be
removed, either with or without cause, by the Board of Trustees at any regular
or special meeting of the Board of Trustees, or by an officer upon whom such
power of removal may be conferred by the Board of Trustees.
Any officer may resign at any time by giving written notice to the
Trust. Any resignation shall take effect at the date of the receipt of that
notice or at any later time specified in that notice; and unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the Trust under any contract to which the officer is a party.
Section 5. VACANCIES IN OFFICES. A vacancy in any office because of
death, resignation, removal, disqualification or other cause shall be filled in
the manner prescribed in these By-Laws for regular appointment to that office.
Section 6. CHAIRPERSON OF THE BOARD. The chairperson of the board
shall, if present, preside at meetings of the Board of Trustees and exercise and
perform such other powers and duties as may be from time to time assigned to the
chairperson by the Board of Trustees or prescribed by the By-Laws. The
chairperson of the board shall be a member ex officio of all standing
committees. In the absence, resignation, disability or death of the president,
the chairperson shall exercise all the powers and perform all the duties of the
president until his or her return, or until such disability shall be removed or
until a new president shall have been elected.
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Section 7. PRESIDENT. Subject to such supervisory powers, if any, as
may be given by the Board of Trustees to the chairperson of the board, the
president shall be the chief executive officer of the Trust and shall, subject
to the control of the Board of Trustees, have general supervision, direction and
control of the business and the officers of the Trust. In the absence of the
chairperson of the board, he shall preside at all meetings of the shareholders
and at all meetings of the Board of Trustees. He shall have the general powers
and duties of management usually vested in the office of president of a
corporation and shall have such other powers and duties as may be prescribed by
the Board of Trustees or these By-Laws.
Section 8. VICE PRESIDENTS. In the absence or disability of the
president, the vice presidents, if any, in order of their rank as fixed by the
Board of Trustees or if not ranked, a vice president designated by the Board of
Trustees, shall perform all the duties of the president and when so acting shall
have all powers of and be subject to all the restrictions upon the president.
The vice presidents shall have such other powers and perform such other duties
as from time to time may be prescribed for them respectively by the Board of
Trustees or by these By-Laws and the president or the chairperson of the board.
Section 9. SECRETARY. The secretary shall keep or cause to be kept at
the principal executive office of the Trust or such other place as the Board of
Trustees may direct a book of minutes of all meetings and actions of trustees,
committees of trustees and shareholders with the time and place of holding,
whether regular or special, and if special, how authorized, the notice given,
the names of those present at trustees' meetings or committee meetings, the
number of shares present or represented at shareholders' meetings, and the
proceedings.
The secretary shall cause to be kept at the principal executive office
of the Trust or at the office of the Trust's transfer agent or registrar, as
determined by resolution of the Board of Trustees, a share register or a
duplicate share register showing the names of all shareholders and their
addresses, the number, series and classes of shares held by each, the number and
date of certificates issued for the same and the number and date of cancellation
of every certificate surrendered for cancellation.
The secretary shall give or cause to be given notice of all meetings of
the shareholders and of the Board of Trustees required by these By-Laws or by
applicable law to be given and shall have such other powers and perform such
other duties as may be prescribed by the Board of Trustees or by these By-Laws.
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Section 10. TREASURER. The treasurer shall keep and maintain or cause
to be kept and maintained adequate and correct books and records of accounts of
the properties and business transactions of the Trust, including accounts of its
assets, liabilities, receipts, disbursements, gains, losses, capital, retained
earnings and shares. The books of account shall at all reasonable times be open
to inspection by any trustee.
The treasurer shall deposit all monies and other valuables in the name
and to the credit of the Trust with such depositories as may be designated by
the Board of Trustees. He shall disburse the funds of the Trust as may be
ordered by the Board of Trustees, shall render to the president and trustees,
whenever they request it, an account of all of his transactions and of the
financial condition of the Trust and shall have other powers and perform such
other duties as may be prescribed by the Board of Trustees or these By-Laws.
ARTICLE VI
INDEMNIFICATION OF TRUSTEES, OFFICERS,
EMPLOYEES AND OTHER AGENTS
Section 1. AGENTS, PROCEEDINGS AND EXPENSES. For the purpose of this
Article, "agent" means any person who is or was a trustee, officer, employee or
other agent of this Trust or is or was serving at the request of the Trust as a
trustee, director, officer, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise or was a
trustee, director, officer, employee or agent of a foreign or domestic
corporation which was a predecessor of another enterprise at the request of such
predecessor entity; "proceeding" means any threatened, pending or completed
action or proceeding, whether civil, criminal, administrative or investigative;
and "expenses" includes without limitation attorneys' fees and any expenses of
establishing a right to indemnification under this Article.
Section 2. ACTIONS OTHER THAN BY TRUST. The Trust shall indemnify any
person who was or is a party or is threatened to be made a party to any
proceeding (other than an action by or in the right of the Trust) by reason of
the fact that such person is or was an agent of the Trust, against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in connection with such proceeding if such person acted in good faith and in a
manner that such person reasonably believed to be in the best interests of the
Trust and in the case of a criminal proceeding, had no reasonable cause to
believe the conduct of such person was unlawful. The termination of any
proceeding by judgment, order, settlement, conviction or plea of nolo contendere
or its equivalent shall not of itself create a presumption that the person did
not act in good faith or in a manner which the person reasonably believed to be
in the best interests of the Trust or that the person had reasonable cause to
believe that the person's conduct was unlawful.
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Section 3. ACTIONS BY TRUST. The Trust shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action by or in the right of the Trust to procure a judgment in its
favor by reason of the fact that the person is or was an agent of the Trust,
against expenses actually and reasonably incurred by that person in connection
with the defense or settlement of that action if that person acted in good
faith, in a manner that person believed to be in the best interests of the Trust
and with such care, including reasonable inquiry, as an ordinarily prudent
person in a like position would use under similar circumstances.
Section 4. EXCLUSION OF INDEMNIFICATION. Notwithstanding any provision
to the contrary contained herein, there shall be no right to indemnification for
any liability arising by reason of willful misfeasance, bad faith, gross
negligence, or the reckless disregard of the duties involved in the conduct of
the agent's office with the Trust.
No indemnification shall be made under Sections 2 or 3 of this Article:
(a) In respect of any claim, issue or matter as to which that person
shall have been adjudged to be liable in the performance of that person's duty
to the Trust, unless and only to the extent that the court in which that action
was brought shall determine upon application that in view of all the
circumstances of the case, that person was not liable by reason of the disabling
conduct set forth in the preceding paragraph and is fairly and reasonably
entitled to indemnity for the expenses which the court shall determine; or
(b) In respect of any claim, issue, or matter as to which that person
shall have been adjudged to be liable on the basis that personal benefit was
improperly received by him, whether or not the benefit resulted from an action
taken in the person's official capacity; or
(c) Of amounts paid in settling or otherwise disposing of a threatened
or pending action, with or without court approval, or of expenses incurred in
defending a threatened or pending action which is settled or otherwise disposed
of without court approval, unless the required approval set forth in Section 6
of this Article is obtained.
Section 5. SUCCESSFUL DEFENSE BY AGENT. To the extent that an agent of
the Trust has been successful on the merits in defense of any proceeding
referred to in Sections 2 or 3 of this Article or in defense of any claim, issue
or matter therein, before the court or other body before whom the proceeding was
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brought, the agent shall be indemnified against expenses actually and reasonably
incurred by the agent in connection therewith, provided that the Board of
Trustees, including a majority who are disinterested, non-party trustees, also
determines that based upon a review of the facts, the agent was not liable by
reason of the disabling conduct referred to in Section 4 of this Article.
Section 6. REQUIRED APPROVAL. Except as provided in Section 5 of this
Article, any indemnification under this Article shall be made by the Trust only
if authorized in the specific case on a determination that indemnification of
the agent is proper in the circumstances because the agent has met the
applicable standard of conduct set forth in Sections 2 or 3 of this Article and
is not prohibited from indemnification because of the disabling conduct set
forth in Section 4 of this Article, by:
(a) A majority vote of a quorum consisting of trustees who are not
parties to the proceeding and are not "interested persons" of the Trust (as
defined in the 1940 Act); or
(b) A written opinion by an independent legal counsel.
Section 7. ADVANCEMENT OF EXPENSES. Expenses incurred in defending any
proceeding may be advanced by the Trust before the final disposition of the
proceeding on receipt of an undertaking by or on behalf of the agent to repay
the amount of the advance unless it shall be determined ultimately that the
agent is entitled to be indemnified as authorized in this Article, provided the
agent provides a security for his undertaking, or a majority of a quorum of the
disinterested, non-party trustees, or an independent legal counsel in a written
opinion, determine that based on a review of readily available facts, there is
reason to believe that said agent ultimately will be found entitled to
indemnification.
Section 8. OTHER CONTRACTUAL RIGHTS. Nothing contained in this Article
shall affect any right to indemnification to which persons other than trustees
and officers of the Trust or any subsidiary thereof may be entitled by contract
or otherwise.
Section 9. LIMITATIONS. No indemnification or advance shall be made
under this Article, except as provided in Sections 5 or 6, in any circumstances
where it appears:
(a) That it would be inconsistent with a provision of the Declaration
of Trust, a resolution of the shareholders, or an agreement which prohibits or
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otherwise limits indemnification which was in effect at the time of accrual of
the alleged cause of action asserted in the proceeding in which the expenses
were incurred or other amounts were paid; or
(b) That it would be inconsistent with any condition expressly imposed
by a court in approving a settlement.
Section 10. INSURANCE. Upon and in the event of a determination by the
Board of Trustees to purchase such insurance, the Trust shall purchase and
maintain insurance on behalf of any agent of the Trust against any liability
asserted against or incurred by the agent in such capacity or arising out of the
agent's status as such, but only to the extent that the Trust would have the
power to indemnify the agent against that liability under the provisions of this
Article.
Section 11. FIDUCIARIES OF EMPLOYEE BENEFIT PLAN. This Article does not
apply to any proceeding against any trustee, investment manager or other
fiduciary of an employee benefit plan in that person's capacity as such, even
though that person may also be an agent of the Trust as defined in Section 1 of
this Article. Nothing contained in this Article shall limit any right to
indemnification to which such a trustee, investment manager, or other fiduciary
may be entitled by contract or otherwise which shall be enforceable to the
extent permitted by applicable law other than this Article.
ARTICLE VII
RECORDS AND REPORTS
Section 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER. The Trust
shall keep at its principal executive office or at the office of its transfer
agent or registrar a record of its shareholders, providing the names and
addresses of all shareholders and the number, series and classes of shares held
by each shareholder.
Section 2. MAINTENANCE AND INSPECTION OF BY-LAWS. The Trust shall keep
at its principal executive office the original or a copy of these By-Laws as
amended to date, which shall be open to inspection by the shareholders at all
reasonable times during office hours.
Section 3. MAINTENANCE AND INSPECTION OF OTHER RECORDS. The accounting
books and records and minutes of proceedings of the shareholders and the Board
of Trustees and any committee or committees of the Board of Trustees shall be
kept at such place or places designated by the Board of Trustees or in the
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absence of such designation, at the principal executive office of the Trust. The
minutes shall be kept in written form and the accounting books and records shall
be kept either in written form or in any other form capable of being converted
into written form. The minutes and accounting books and records shall be open to
inspection upon the written demand of any shareholder or holder of a voting
trust certificate at any reasonable time during usual business hours for a
purpose reasonably related to the holder's interests as a shareholder or as the
holder of a voting trust certificate. The inspection may be made in person or by
an agent or attorney and shall include the right to copy and make extracts.
Section 4. INSPECTION BY TRUSTEES. Every trustee shall have the
absolute right at any reasonable time to inspect all books, records, and
documents of every kind and the physical properties of the Trust. This
inspection by a trustee may be made in person or by an agent or attorney and the
right of inspection includes the right to copy and make extracts of documents.
ARTICLE VIII
DIVIDENDS
Section 1. DECLARATION OF DIVIDENDS. Dividends upon the shares of
beneficial interest of the Trust may, subject to the provisions of the
Declaration of Trust, if any, be declared by the Board of Trustees at any
regular or special meeting, pursuant to applicable law. Dividends may be paid in
cash, in property, or in shares of the Trust.
Section 2. RESERVES. Before payment of any dividend there may be set
aside out of any funds of the Trust available for dividends such sum or sums as
the Board of Trustees may, from time to time, in its absolute discretion, think
proper as a reserve fund to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the Trust, or for such other
purpose as the Board of Trustees shall deem to be in the best interests of the
Trust, and the Board of Trustees may abolish any such reserve in the manner in
which it was created.
ARTICLE IX
GENERAL MATTERS
Section 1. CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS. All checks,
drafts, or other orders for payment of money, notes or other evidences of
indebtedness issued in the name of or payable to the Trust shall be signed or
endorsed by such person or persons and in such manner as from time to time shall
be determined by resolution of the Board of Trustees.
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Section 2. CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The Board of
Trustees, except as otherwise provided in these By-Laws, may authorize any
officer or officers, agent or agents, to enter into any contract or execute any
instrument in the name of and on behalf of the Trust and this authority may be
general or confined to specific instances; and unless so authorized or ratified
by the Board of Trustees or within the agency power of an officer, no officer,
agent, or employee shall have any power or authority to bind the Trust by any
contract or engagement or to pledge its credit or to render it liable for any
purpose or for any amount.
Section 3. CERTIFICATES FOR SHARES. A certificate or certificates for
shares of beneficial interest in any series of the Trust may be issued to a
shareholder upon his request when such shares are fully paid. All certificates
shall be signed in the name of the Trust by the chairperson of the board or the
president or vice president and by the treasurer or an assistant treasurer or
the secretary or any assistant secretary, certifying the number of shares and
the series and class of shares owned by the shareholders. Any or all of the
signatures on the certificate may be facsimile. In case any officer, transfer
agent, or registrar who has signed or whose facsimile signature has been placed
on a certificate shall have ceased to be such officer, transfer agent, or
registrar before such certificate is issued, it may be issued by the Trust with
the same effect as if such person were an officer, transfer agent or registrar
at the date of issue. Notwithstanding the foregoing, the Trust may adopt and use
a system of issuance, recordation and transfer of its shares by electronic or
other means.
Section 4. LOST CERTIFICATES. Except as provided in this Section 4, no
new certificates for shares shall be issued to replace an old certificate unless
the latter is surrendered to the Trust and cancelled at the same time. The Board
of Trustees may in case any share certificate or certificate for any other
security is lost, stolen, or destroyed, authorize the issuance of a replacement
certificate on such terms and conditions as the Board of Trustees may require,
including a provision for indemnification of the Trust secured by a bond or
other adequate security sufficient to protect the Trust against any claim that
may be made against it, including any expense or liability on account of the
alleged loss, theft, or destruction of the certificate or the issuance of the
replacement certificate.
Section 5. REPRESENTATION OF SHARES OF OTHER ENTITIES HELD BY TRUST.
The chairperson of the board, the president or any vice president or any other
person authorized by resolution of the Board of Trustees or by any of the
foregoing designated officers, is authorized to vote or represent on behalf of
the Trust any and all shares of any corporation, partnership, trust, or other
entity, foreign or domestic, standing in the name of the Trust. The authority
granted may be exercised in person or by a proxy duly executed by such
designated person.
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Section 6. TRANSFER OF SHARES. Shares of the Trust shall be
transferable only on the record books of the Trust by the Person in whose name
such Shares are registered, or by his or her duly authorized attorney or
representative. In all cases of transfer by an attorney-in-fact, the original
power of attorney, or an official copy thereof duly certified, shall be
deposited and remain with the Trust, its transfer agent or other duly authorized
agent. In case of transfers by executors, administrators, guardians or other
legal representatives, duly authenticated evidence of their authority shall be
produced, and may be required to be deposited and remain with the Trust, its
transfer agent or other duly authorized agent. No transfer shall be made unless
and until the certificate issued to the transferor, if any, shall be delivered
to the Trust, its transfer agent or other duly authorized agent, properly
endorsed.
Section 7. HOLDERS OF RECORD. The Trust shall be entitled to treat the
holder of record of any share or shares as the owner thereof and, accordingly,
shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not the Trust
shall have express or other notice thereof.
Section 8. FISCAL YEAR. The fiscal year of the Trust and each series
thereof shall end on the last day of November each year. The fiscal year of the
Trust or any series thereof may be refixed or changed from time to time by
resolution of the Board of Trustees. The fiscal year of the Trust shall be the
taxable year of each series of the Trust.
ARTICLE X
AMENDMENTS
Section 1. AMENDMENT. These By-laws may be restated and/or amended at
any time, without the approval of the shareholders, by an instrument in writing
signed by, or a resolution of, a majority of the then Board of Trustees.
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INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, made by and between DELAWARE GROUP EQUITY FUNDS II, a
Delaware business trust (the "Trust") severally on behalf of each series of
shares of beneficial interest of the Trust that is listed on Exhibit A to this
Agreement, as that Exhibit may be amended from time to time (each such series of
shares is hereinafter referred to as a "Fund" and, together with other series of
shares listed on such Exhibit, the "Funds"), and DELAWARE MANAGEMENT COMPANY, a
series of Delaware Management Business Trust, a Delaware business trust (the
"Investment Manager").
W I T N E S S E T H:
WHEREAS, the Trust has been organized and operates as an investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act") ;
WHEREAS, each Fund engages in the business of investing and reinvesting
its assets in securities; and
WHEREAS, the Investment Manager is registered under the Investment
Advisers Act of 1940 as an investment adviser and engages in the business of
providing investment management services; and
WHEREAS, the Trust, severally on behalf of each Fund, and the
Investment Manager desire to enter into this Agreement.
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 Trust hereby employs the Investment Manager to manage the
investment and reinvestment of each Fund's assets and to administer the Trust's
affairs, subject to the direction of the Trust's Board of Trustees and officers
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 Trust in any way, or
in any way be deemed an agent of the Trust. The Investment Manager shall
regularly make decisions as to what securities and other instruments to purchase
and sell on behalf of each Fund and shall effect the purchase and sale of such
investments in furtherance of each Fund's objectives and policies and shall
furnish the Board of Trustees of the Trust with such information and reports
regarding each Fund's investments as the Investment Manager deems appropriate or
as the Trustees of the Trust may reasonably request.
2. The Trust 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 shares,
including issuance, redemption and repurchase of shares; preparation of share
certificates; reports and notices to shareholders; calling and holding of
shareholders' and Trustees' meetings; miscellaneous office expenses; brokerage
commissions; custodian fees; legal and accounting fees; taxes; and federal and
state registration fees. Directors, trustees, officers and employees of the
Investment Manager may be directors, trustees, officers and employees of any of
the investment companies within the Delaware Investments family (including the
Trust). Directors, trustees, officers and employees of the Investment Manager
who are
<PAGE>
directors, trustees, officers and/or employees of these investment companies
shall not receive any compensation from such companies 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 Trust and Investment Manager may share
facilities common to each, which may include legal and accounting personnel,
with appropriate proration of expenses between them.
3. (a) Subject to the primary objective of obtaining the best
execution, the Investment Manager will place orders for the purchase and sale of
portfolio securities and other instruments with such broker/dealers selected who
provide statistical, factual and financial information and services to the
Trust, to the Investment Manager, to any sub-adviser (as defined in Paragraph 5
hereof, a "Sub-Adviser") or to any other fund for which the Investment Manager
or any Sub-Adviser provides investment advisory services and/or with
broker/dealers who sell shares of the Trust or who sell shares of any other
investment company (or series thereof) for which the Investment Manager or any
Sub-Adviser provides investment advisory services. Broker/dealers who sell
shares of any investment companies or series thereof for which the Investment
Manager or Sub-Adviser provide investment advisory services 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 NASD Regulation, 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 Trust, the Investment Manager may cause a Fund 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 the Investment Manager has 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 Trust on behalf of the
Funds and to other investment companies (or series thereof) and other advisory
accounts for which the Investment Manager or any Sub-Adviser exercises
investment discretion.
4. As compensation for the services to be rendered to a particular Fund
by the Investment Manager under the provisions of this Agreement, that Fund
shall pay monthly to the Investment Manager exclusively from that Fund's assets,
a fee based on the average daily net assets of that Fund during the month. Such
fee shall be calculated in accordance with the fee schedule applicable to that
Fund as set forth in Exhibit A hereto, which Exhibit may be amended from time to
time as provided in Paragraphs 10(b) and (c) of this Agreement.
If this Agreement is terminated prior to the end of any calendar month
with respect to a particular Fund, the management fee for such Fund shall be
prorated for the portion of any month in which this Agreement is in effect with
respect to such Fund 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 calendar days after the date
of termination.
5. The Investment Manager may, at its expense, select and contract with
one or more investment advisers registered under the Investment Advisers Act of
1940 ("Sub-Advisers") to perform some or all of the services for a Fund for
which it is responsible under this Agreement. 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 and the
2
<PAGE>
requisite approval of the Fund's shareholders is obtained. The Investment
Manager will continue to have responsibility for all advisory services furnished
by any Sub-Adviser.
6. The services to be rendered by the Investment Manager to the Trust
on behalf of each 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
Trust or to any other investment company, corporation, association, firm or
individual.
8. It is understood and agreed that so long as the Investment Manager
and/or its advisory affiliates shall continue to serve as the investment adviser
to any of the Trust's Funds, other investment companies as may be sponsored or
advised by the Investment Manager or its affiliates shall have the right
permanently to adopt and to use the words "Delaware," "Delaware Investments" or
"Delaware Group" in their names and in the names of any series or class of
shares of such funds.
9. In the absence of willful misfeasance, bad faith, gross negligence,
or a reckless disregard of the performance of its duties as the Investment
Manager to the Trust on behalf of any Fund, the Investment Manager shall not be
subject to liability to the Trust or to any Fund or to any shareholder of the
Trust 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.
10. (a) This Agreement shall be executed and become effective as of the
date written below, and shall become effective with respect to a particular Fund
as of the effective date set forth in Exhibit A for that Fund, only if approved
by the vote of a majority of the outstanding voting securities of that Fund. It
shall continue in effect for an initial period of two years for each Fund and
may be renewed thereafter only so long as such renewal and continuance is
specifically approved at least annually by the Board of Trustees or by the vote
of a majority of the outstanding voting securities of that Fund and only if the
terms and the renewal hereof have been approved by the vote of a majority of the
Trustees of the Trust who are not parties hereto or interested persons of any
such party ("Independent Trustees"), cast in person at a meeting called for the
purpose of voting on such approval.
(b) Except as provided in Paragraph 10(c) below, no amendment to
this Agreement (or to Exhibit A hereto) shall be effective with respect to any
Fund unless approved by: (i) a majority of the Trustees of the Trust, including
a majority of Independent Trustees; and (ii) a majority of the outstanding
voting securities of the particular Fund. Any such amendment that pertains to a
Fund will not change, or otherwise affect the applicability of, this Agreement
with respect to other Funds.
(c) The Agreement (and Exhibit A hereto) may be amended with
respect to a Fund without the approval of a majority of the outstanding voting
securities of that Fund if the amendment relates solely to a management fee
reduction or other change that is permitted or not prohibited under federal law,
rule, regulation or SEC staff interpretation thereof to be made without
shareholder approval. This Agreement may be amended from time to time to add or
remove one or more Funds, or to reflect changes in management fees, by an
amendment to Exhibit A hereto executed by the Trust and the Investment Manager.
Any such amendment that pertains to a Fund will not change, or otherwise affect
the applicability of, this Agreement with respect to other Funds.
3
<PAGE>
(d) This Agreement may be terminated as to any Fund by the Trust at
any time, without the payment of a penalty, on sixty days' written notice to the
Investment Manager of the Trust's intention to do so, pursuant to action by the
Board of Trustees of the Trust or pursuant to the vote of a majority of the
outstanding voting securities of the affected Fund. The Investment Manager may
terminate this Agreement at any time, without the payment of a 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 Trust on behalf of a 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.
11. This Agreement shall extend to and bind the heirs, executors,
administrators and successors of the parties hereto.
12. For the purposes of this Agreement, the terms "vote of a majority
of the outstanding voting securities"; "interested persons"; and "assignment"
shall have the meaning defined in the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be signed by their duly authorized officers and duly attested as of the
_____ day of ____________, ____.
DELAWARE MANAGEMENT COMPANY DELAWARE GROUP EQUITY
a series of Delaware Management FUNDS II on behalf of the
Business Trust Funds listed on Exhibit A
By: ____________________________ By: __________________________
Name: __________________________ Name: ________________________
Title: _________________________ Title: _______________________
Attest: ________________________ Attest: ______________________
Name: __________________________ Name: ________________________
Title: _________________________ Title: _______________________
4
<PAGE>
EXHIBIT A
THIS EXHIBIT to the Investment Management Agreement between DELAWARE
GROUP EQUITY FUNDS II and DELAWARE MANAGEMENT COMPANY, a series of Delaware
Management Business Trust, entered into as of the ______ day of __________, ____
(the "Agreement") lists the Funds for which the Investment Manager provides
investment management services pursuant to this Agreement, along with the
management fee rate schedule for each Fund and the date on which the Agreement
became effective for each Fund.
Management Fee Schedule
(as a percentage of
average daily net assets)
Fund Name Effective Date Annual Rate
- --------- -------------- -------------------------
Delaware Blue Chip Fund 0.65% on first $500 million
0.60% on next $500 million
0.55% on next $1,500 million
0.50% on assets in excess of
$2,500 million
Delaware Decatur Equity 0.65% on first $500 million
Income Fund 0.60% on next $500 million
0.55% on next $1,500 million
0.50% on assets in excess of
$2,500 million
Delaware Growth and 0.65% on first $500 million
Income Fund 0.60% on next $500 million
0.55% on next $1,500 million
0.50% on assets in excess of
$2,500 million
Delaware Diversified 0.65% on first $500 million
Value Fund 0.60% on next $500 million
0.55% on next $1,500 million
0.50% on assets in excess of
$2,500 million
Delaware Social 0.75% on first $500 million
Awareness Fund 0.70% on next $500 million
0.65% on next $1,500 million
0.60% on assets in excess of
$2,500 million
5
<PAGE>
SUB-ADVISORY AGREEMENT
AGREEMENT, made by and between DELAWARE MANAGEMENT COMPANY, a series of
Delaware Management Business Trust ("Investment Manager"), and VANTAGE GLOBAL
ADVISORS, INC. ("Sub-Adviser").
WITNESSETH:
WHEREAS, DELAWARE GROUP EQUITY FUNDS II, a Delaware business trust
("Trust"), has been organized and operates as an investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Investment Manager and the Trust on behalf of the DELAWARE
BLUE CHIP FUND ("Fund") have entered into an agreement ("Investment Management
Agreement") whereby the Investment Manager will provide investment advisory
services to the Trust on behalf of the Fund; and
WHEREAS, the Investment Management Agreement permits the Investment
Manager to hire one or more sub-advisers to assist the Investment Manager in
providing investment advisory services to the Trust on behalf of the Fund; and
WHEREAS, the Investment Manager and the Sub-Adviser are registered
investment advisers under the Investment Advisers Act of 1940, as amended, and
engage 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 Investment Manager hereby employs the Sub-Adviser, subject
always to the Investment Manager's control and supervision, to manage the
investment and reinvestment of that portion of the Fund's assets as the
Investment Manager shall designate from time to time and to furnish the
Investment Manager with investment recommendations, asset allocation advice,
research, economic analysis and other investment services with respect to
securities in which the Fund may invest, subject to the direction of the Board
and officers of the Trust for the period and on the terms hereinafter set forth.
The Sub-Adviser 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 Sub-Adviser 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 Trust in
any way, or in any way be deemed an agent of the Trust. The Sub-Adviser shall
regularly make decisions as to what securities to purchase and sell on behalf of
the Fund with respect to that portion of the Fund's assets designated by the
Investment Manager, shall effect the purchase and sale of such investments in
furtherance of the Fund's objectives and policies and shall furnish the Board of
Trustees of the Trust with such information and reports regarding its activities
as the Investment Manager deems appropriate or as the Trustees of the Trust may
reasonably request in the performance of its duties and obligations under this
Agreement. The Sub-Adviser shall act in conformity with the Articles of
Incorporation, By-Laws and Prospectus of the Trust and with the instructions and
directions of the Investment Manager and of the Board of Trustees of the Trust
and will conform to and comply with the requirements of the 1940 Act, the
Internal Revenue Code of 1986 and all other applicable federal and state laws
and regulations consistent with the provisions of Section 15(c) of the 1940 Act.
<PAGE>
2. Under the terms of the Investment Management Agreement, the Trust
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 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.
Without limiting the foregoing, except as the Investment Manager and the
Sub-Adviser may agree in writing from time to time, the Sub-Adviser shall have
no responsibility for record maintenance and preservation obligations under
Section 31 of the 1940 Act.
Trustees, officers and employees of the Sub-Adviser may be directors,
officers and employees of other funds which have employed the Sub-Adviser as
sub-adviser or investment manager. Trustees, officers and employees of the
Sub-Adviser who are Trustees, officers and/or employees of the Trust, shall not
receive any compensation from the Trust for acting in such dual capacity.
In the conduct of the respective business of the parties hereto and in
the performance of this Agreement, the Trust, the Investment Manager and the
Sub-Adviser may share facilities common to each, which may include legal and
accounting personnel, with appropriate proration of expenses between and among
them.
3. (a) Subject to the primary objective of obtaining the best
execution, the Sub-Adviser may place orders for the purchase and sale of
portfolio securities and other instruments with such broker/dealers who provide
statistical, factual and financial information and services to the Trust, to the
Investment Manager, to the Sub-Adviser or to any other fund for which the
Investment Manager or Sub-Adviser provides investment advisory services and/or
with broker/dealers who sell shares of the Trust or who sell shares of any other
fund for which the Investment Manager or Sub-Adviser provides investment
advisory services. Broker/dealers who sell shares of the funds for which the
Investment Manager or Sub-Adviser provides advisory services 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 NASD Regulation, 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 Trust, the Sub-Adviser may cause the Trust 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 the Sub-Adviser has 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 Sub-Adviser's overall
responsibilities with respect to the Trust on behalf of the Fund and to other
funds and other advisory accounts for which the Investment Manager or the
Sub-Adviser exercises investment discretion.
-2-
<PAGE>
4. As compensation for the services to be rendered to the Company for
the benefit of the Fund by the Sub-Adviser under the provisions of this
Agreement, the Investment Manager shall pay to the Sub-Adviser a fee equal to,
on an annual basis, 0.15% on average daily net assets averaging one year old or
less; 0.20% on average daily net assets averaging two years old or less, but
greater than one year old; 0.35% on average daily net assets averaging over two
years old; provided however, that the Sub-Adviser shall waive all or a portion
of the fees payable under this Agreement to the extent necessary to bear its
proportionate share of any management fee waiver undertaken by the Investment
Manager. The amount of such waiver by the Sub-Adviser shall be calculated by
multiplying the dollar amount of the management fees waived by the investment
manager by the percentage that the then-current sub-advisory fee rate represents
of the then-current investment management fee rate.
If this Agreement is terminated prior to the end of any calendar month,
the Sub-Advisory 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 services to be rendered by the Sub-Adviser to the Trust for the
benefit of the Fund under the provisions of this Agreement are not to be deemed
to be exclusive, and the Sub-Adviser 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; provided, however,
except for advisory arrangements implemented prior to the date of this
Agreement, during the term of this Agreement the Sub-Adviser will not, without
the written consent of the Investment Manager, which consent will not be
unreasonably withheld, render such services to an investment company (or
portfolio thereof) which the Investment Manager reasonably determines would be
in competition with and which has investment policies similar to those of the
Trust.
6. Subject to the limitation set forth in Paragraph 5, the Sub-Adviser,
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 Trust or to any other investment company,
corporation, association, firm or individual.
The Investment Manager agrees that it shall not use the Sub-Adviser's
name or otherwise refer to the Sub-Adviser in any materials distributed to third
parties, including the Fund's shareholders, without the prior written consent of
the Sub-Adviser.
7. In the absence of willful misfeasance, bad faith, gross negligence,
or a reckless disregard of the performance of its duties as Sub-Adviser to the
Trust on behalf of the Fund, the Sub-Adviser shall not be subject to liability
to the Trust or to the Fund, to the Investment Manager or to any shareholder of
the Trust 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.
8. (a) This Agreement shall be executed and become effective as of the
date written below if approved by the vote of a majority of the outstanding
voting securities of the Fund. It shall continue in effect for a period of two
years and may be renewed thereafter only so long as such renewal and continuance
is specifically approved at least annually by the Board of Trustees or by the
vote of a majority of the outstanding voting securities of the Fund and only if
the terms and the renewal hereof have been approved by the vote of a majority of
the Trustees of the Trust who are not parties hereto or interested persons of
any such party ("Independent Trustees"), cast in person at a meeting called for
the purpose of voting on such approval.
-3-
<PAGE>
(b) No amendment to this Agreement shall be effective unless approved
by: (i) a majority of the Trustees of the Trust, including a majority of
Independent Trustees; and (ii) a majority of the outstanding voting securities
of the Fund. Notwithstanding the foregoing, the Agreement may be amended without
the approval of a majority of the outstanding voting securities of the Fund if
the amendment relates solely to a management fee reduction or other change that
is permitted or not prohibited under federal law, rule, regulation or SEC staff
interpretation thereof to be made without shareholder approval.
(c) This Agreement may be terminated by the Investment Manager or the
Trust at any time, without the payment of a penalty, on sixty days' written
notice to the Sub-Adviser, of the Investment Manager's or the Trust's intention
to do so, in the case of the Trust pursuant to action by the Board of Trustees
of the Trust or pursuant to the vote of a majority of the outstanding voting
securities of the Fund. The Sub-Adviser may terminate this Agreement at any
time, without the payment of a penalty on sixty days' written notice to the
Investment Manager and the Trust 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 Investment Manager to pay to the Sub-Adviser
the fee provided in Paragraph 4 hereof, prorated to the date of termination.
This Agreement shall automatically terminate in the event of its assignment.
This Agreement shall automatically terminate upon the termination of the
Investment Management Agreement.
9. This Agreement shall extend to and bind the successors of the
parties hereto.
10. For the purposes of this Agreement, the terms "vote of a majority
of the outstanding voting securities"; "interested person"; and "assignment"
shall have the meaning defined in the Investment Company Act of 1940.
-4-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed by their duly authorized officers and duly attested as of
the _____ day of ___________________, _____.
VANTAGE GLOBAL ADVISORS, INC. DELAWARE MANAGEMENT COMPANY,
a series of Delaware Management Business
Trust
By:______________________________ By:_____________________________________
Name: Name:
Title: Title:
Attest:__________________________ Attest:_________________________________
Agreed to and accepted as of the day and year first above written:
DELAWARE GROUP EQUITY FUNDS II
on behalf of the DELAWARE
BLUE CHIP FUND
By:_____________________________________
Attest:_________________________________
<PAGE>
SUB-ADVISORY AGREEMENT
AGREEMENT, made by and between DELAWARE MANAGEMENT COMPANY, a series of
Delaware Management Business Trust ("Investment Manager"), and VANTAGE GLOBAL
ADVISORS, INC. ("Sub-Adviser").
WITNESSETH:
WHEREAS, DELAWARE GROUP EQUITY FUNDS II, a Delaware business trust
("Trust"), has been organized and operates as an investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Investment Manager and the Trust on behalf of the DELAWARE
SOCIAL AWARENESS FUND ("Fund") have entered into an agreement ("Investment
Management Agreement") whereby the Investment Manager will provide investment
advisory services to the Trust on behalf of the Fund; and
WHEREAS, the Investment Management Agreement permits the Investment
Manager to hire one or more sub-advisers to assist the Investment Manager in
providing investment advisory services to the Trust on behalf of the Fund; and
WHEREAS, the Investment Manager and the Sub-Adviser are registered
investment advisers under the Investment Advisers Act of 1940, as amended, and
engage 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 Investment Manager hereby employs the Sub-Adviser, subject
always to the Investment Manager's control and supervision, to manage the
investment and reinvestment of that portion of the Fund's assets as the
Investment Manager shall designate from time to time and to furnish the
Investment Manager with investment recommendations, asset allocation advice,
research, economic analysis and other investment services with respect to
securities in which the Fund may invest, subject to the direction of the Board
and officers of the Trust for the period and on the terms hereinafter set forth.
The Sub-Adviser 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 Sub-Adviser 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 Trust in
any way, or in any way be deemed an agent of the Trust. The Sub-Adviser shall
regularly make decisions as to what securities to purchase and sell on behalf of
the Fund with respect to that portion of the Fund's assets designated by the
Investment Manager, shall effect the purchase and sale of such investments in
furtherance of the Fund's objectives and policies and shall furnish the Board of
Trustees of the Trust with such information and reports regarding its activities
as the Investment Manager deems appropriate or as the Trustees of the Trust may
reasonably request in the performance of its duties and obligations under this
Agreement. The Sub-Adviser shall act in conformity with the Articles of
Incorporation, By-Laws and Prospectus of the Trust and with the instructions and
directions of the Investment Manager and of the Board of Trustees of the Trust
and will conform to and comply with the requirements of the 1940 Act, the
Internal Revenue Code of 1986 and all other applicable federal and state laws
and regulations consistent with the provisions of Section 15(c) of the 1940 Act.
<PAGE>
2. Under the terms of the Investment Management Agreement, the Trust
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 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.
Without limiting the foregoing, except as the Investment Manager and the
Sub-Adviser may agree in writing from time to time, the Sub-Adviser shall have
no responsibility for record maintenance and preservation obligations under
Section 31 of the 1940 Act.
Trustees, officers and employees of the Sub-Adviser may be directors,
officers and employees of other funds which have employed the Sub-Adviser as
sub-adviser or investment manager. Trustees, officers and employees of the
Sub-Adviser who are Trustees, officers and/or employees of the Trust, shall not
receive any compensation from the Trust for acting in such dual capacity.
In the conduct of the respective business of the parties hereto and in
the performance of this Agreement, the Trust, the Investment Manager and the
Sub-Adviser may share facilities common to each, which may include legal and
accounting personnel, with appropriate proration of expenses between and among
them.
3. (a) Subject to the primary objective of obtaining the best
execution, the Sub-Adviser may place orders for the purchase and sale of
portfolio securities and other instruments with such broker/dealers who provide
statistical, factual and financial information and services to the Trust, to the
Investment Manager, to the Sub-Adviser or to any other fund for which the
Investment Manager or Sub-Adviser provides investment advisory services and/or
with broker/dealers who sell shares of the Trust or who sell shares of any other
fund for which the Investment Manager or Sub-Adviser provides investment
advisory services. Broker/dealers who sell shares of the funds for which the
Investment Manager or Sub-Adviser provides advisory services 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 NASD Regulation, 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 Trust, the Sub-Adviser may cause the Trust 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 the Sub-Adviser has 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 Sub-Adviser's overall
responsibilities with respect to the Trust on behalf of the Fund and to other
funds and other advisory accounts for which the Investment Manager or the
Sub-Adviser exercises investment discretion.
4. As compensation for the services to be rendered to the Company for
the benefit of the Fund by the Sub-Adviser under the provisions of this
Agreement, the Investment Manager shall pay to the Sub-Adviser a fee equal to,
on an annual basis, 0.20% on average daily net assets averaging one year old or
less; 0.25% on average daily net assets averaging two years old or less, but
greater than one year old; 0.40% on average daily net assets averaging over two
years old; provided however, that the Sub-Adviser shall waive all or a portion
of the fees payable under this Agreement to the extent necessary to bear its
proportionate share of any management fee waiver undertaken by the Investment
Manager. The amount of such waiver by the Sub-Adviser shall be calculated by
multiplying the dollar amount of the
-2-
<PAGE>
management fees waived by the investment manager by the percentage that the
then-current sub-advisory fee rate represents of the then-current investment
management fee rate.
If this Agreement is terminated prior to the end of any calendar month,
the Sub-Advisory 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 services to be rendered by the Sub-Adviser to the Trust for the
benefit of the Fund under the provisions of this Agreement are not to be deemed
to be exclusive, and the Sub-Adviser 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; provided, however,
except for advisory arrangements implemented prior to the date of this
Agreement, during the term of this Agreement the Sub-Adviser will not, without
the written consent of the Investment Manager, which consent will not be
unreasonably withheld, render such services to an investment company (or
portfolio thereof) which the Investment Manager reasonably determines would be
in competition with and which has investment policies similar to those of the
Trust.
6. Subject to the limitation set forth in Paragraph 5, the Sub-Adviser,
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 Trust or to any other investment company,
corporation, association, firm or individual.
The Investment Manager agrees that it shall not use the Sub-Adviser's
name or otherwise refer to the Sub-Adviser in any materials distributed to third
parties, including the Fund's shareholders, without the prior written consent of
the Sub-Adviser.
7. In the absence of willful misfeasance, bad faith, gross negligence,
or a reckless disregard of the performance of its duties as Sub-Adviser to the
Trust on behalf of the Fund, the Sub-Adviser shall not be subject to liability
to the Trust or to the Fund, to the Investment Manager or to any shareholder of
the Trust 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.
8. (a) This Agreement shall be executed and become effective as of the
date written below if approved by the vote of a majority of the outstanding
voting securities of the Fund. It shall continue in effect for a period of two
years and may be renewed thereafter only so long as such renewal and continuance
is specifically approved at least annually by the Board of Trustees or by the
vote of a majority of the outstanding voting securities of the Fund and only if
the terms and the renewal hereof have been approved by the vote of a majority of
the Trustees of the Trust who are not parties hereto or interested persons of
any such party ("Independent Trustees"), cast in person at a meeting called for
the purpose of voting on such approval.
(b) No amendment to this Agreement shall be effective unless approved
by: (i) a majority of the Trustees of the Trust, including a majority of
Independent Trustees; and (ii) a majority of the outstanding voting securities
of the Fund. Notwithstanding the foregoing, the Agreement may be amended without
the approval of a majority of the outstanding voting securities of the Fund if
the amendment relates solely to a management fee reduction or other change that
is permitted or not prohibited under federal law, rule, regulation or SEC staff
interpretation thereof to be made without shareholder approval.
-3-
<PAGE>
(c) This Agreement may be terminated by the Investment Manager or the
Trust at any time, without the payment of a penalty, on sixty days' written
notice to the Sub-Adviser, of the Investment Manager's or the Trust's intention
to do so, in the case of the Trust pursuant to action by the Board of Trustees
of the Trust or pursuant to the vote of a majority of the outstanding voting
securities of the Fund. The Sub-Adviser may terminate this Agreement at any
time, without the payment of a penalty on sixty days' written notice to the
Investment Manager and the Trust 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 Investment Manager to pay to the Sub-Adviser
the fee provided in Paragraph 4 hereof, prorated to the date of termination.
This Agreement shall automatically terminate in the event of its assignment.
This Agreement shall automatically terminate upon the termination of the
Investment Management Agreement.
9. This Agreement shall extend to and bind the successors of the
parties hereto.
10. For the purposes of this Agreement, the terms "vote of a majority
of the outstanding voting securities"; "interested person"; and "assignment"
shall have the meaning defined in the Investment Company Act of 1940.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers and duly attested as of the _____ day
of ___________________, _____.
VANTAGE GLOBAL ADVISORS, INC. DELAWARE MANAGEMENT COMPANY,
a series of Delaware Management Business
Trust
By:_______________________________ By:_____________________________________
Name: Name:
Title: Title:
Attest:___________________________ Attest:_________________________________
Agreed to and accepted as of the day and year first above written:
DELAWARE GROUP EQUITY FUNDS II
on behalf of the DELAWARE SOCIAL
AWARENESS FUND
By:_____________________________________
Attest:_________________________________
-4-
<PAGE>
Law Office
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
(215) 564-8000
Direct Dial: (215) 564-8115
November 18, 1999
Delaware Group Equity Funds II
1818 Market Street
Philadelphia, PA 19103
Re: Legal Opinion-Securities Act of 1933
------------------------------------
Ladies and Gentlemen:
We have examined the Agreement and Declaration of Trust (the
"Agreement") of Delaware Group Equity Funds II (the "Fund"), a series business
trust organized under Delaware law, the By-Laws of the Fund, and its proposed
form of Share Certificates (if any) and the various pertinent corporate
proceedings we deem material. We have also examined the Notification of
Registration and the Registration Statements filed under the Investment Company
Act of 1940 as amended, (the "Investment Company Act") and the Securities Act of
1933 as amended, (the "Securities Act"), all as amended to date, as well as
other items we deem material to this opinion.
The Fund is authorized by the Agreement to issue an unlimited number of
shares with no par value and currently issues shares of the Delaware Blue Chip
Fund, Delaware Decatur Equity Income Fund, Delaware Growth and Income Fund,
Delaware Social Awareness Fund, and the Delaware Diversified Value Fund. The
Agreement also empowers the Board to designate any additional series or classes
and allocate shares to such series or classes.
The Fund has filed with the U.S. Securities and Exchange Commission, a
registration statement under the Securities Act, which registration statement is
deemed to register an indefinite number of shares of the Fund pursuant to the
provisions of Section 24(f) of the Investment Company Act. You have further
advised us that the Fund, and/or its predecessor, has filed, and each year
hereafter will timely file, a Notice pursuant to Rule 24f-2 under the Investment
Company Act perfecting the registration of the shares sold by the Fund during
each fiscal year during which such registration of an indefinite number of
shares remains in effect.
You have also informed us that the shares of the Fund, and/or its
predecessor, have been, and will continue to be, sold in accordance with the
Fund's usual method of distributing its registered shares, under which
<PAGE>
prospectuses are made available for delivery to offerees and purchasers of such
shares in accordance with Section 5(b) of the Securities Act.
Based upon the foregoing information and examination, so long as the
Fund remains a valid and subsisting entity under the laws of its state of
organization, and the registration of an indefinite number of shares of the Fund
remains effective, the authorized shares of the Fund when issued for the
consideration set by the Board of Trustees pursuant to the Agreement, and
subject to compliance with Rule 24f-2, will be legally outstanding, fully-paid,
and non-assessable shares, and the holders of such shares will have all the
rights provided for with respect to such holding by the Agreement and the laws
of the State of Delaware.
We hereby consent to the use of this opinion, in lieu of any other, as
an exhibit to the Registration Statement of the Fund, along with any amendments
thereto, covering the registration of the shares of the Fund under the
Securities Act and the applications, registration statements or notice filings,
and amendments thereto, filed in accordance with the securities laws of the
several states in which shares of the Fund are offered, and we further consent
to reference in the registration statement of the Fund to the fact that this
opinion concerning the legality of the issue has been rendered by us.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG, LLP
BY: /s/ Bruce G. Leto
-------------------------
Bruce G. Leto
<PAGE>
Consent of Ernst & Young LLP, Independent Auditors
We consent to the references to our firm under the captions "Financial
Highlights" in the Prospectuses and "Financial Statements" in the Statement of
Additional Information and to the incorporation by reference in this
Post-Effective Amendment No. 113 to the Registration Statement (Form N-1A)(No.
2-13017) of Delaware Group Equity Funds II of our reports dated January 8,
1999, included in the 1998 Annual Reports to shareholders.
Philadelphia, Pennsylvania
November 18, 1999
<PAGE>
POWER OF ATTORNEY
Each of the undersigned, a member of the Boards of Directors/Trustees
of the Delaware Investments 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, David K. Downes, Wayne A. Stork and Walter P. Babich and any one of them
acting singly, his or her true and lawful attorneys-in-fact, in his or her 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 any 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 July, 1999.
/s/ Walter P. Babich /s/ Thomas F. Madison
- ---------------------- ----------------------
Walter P. Babich Thomas F. Madison
/s/ David K. Downes /s/ Charles E. Peck
- ---------------------- ----------------------
David K. Downes Charles E. Peck
/s/ Anthony D. Knerr /s/ Wayne A. Stork
- ---------------------- ----------------------
Anthony D. Knerr Wayne A. Stork
/s/ Ann R. Leven /s/ Jan L. Yeomans
- ---------------------- ----------------------
Ann R. Leven Jan L. Yeomans
<PAGE>
POWER OF ATTORNEY
EXHIBIT A
DELAWARE INVESTMENTS FUNDS
DELAWARE GROUP EQUITY FUNDS I
DELAWARE GROUP EQUITY FUNDS II
DELAWARE GROUP EQUITY FUNDS III
DELAWARE GROUP EQUITY FUNDS IV
DELAWARE GROUP EQUITY FUNDS V
DELAWARE GROUP INCOME FUNDS
DELAWARE GROUP GOVERNMENT FUND
DELAWARE GROUP CASH RESERVE
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS
DELAWARE GROUP TAX-FREE FUND
DELAWARE GROUP TAX-FREE MONEY FUND
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS
DELAWARE GROUP ADVISER FUNDS
DELAWARE POOLED TRUST
DELAWARE GROUP PREMIUM FUND
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
VOYAGEUR INSURED FUNDS
VOYAGEUR INTERMEDIATE TAX FREE FUNDS
VOYAGEUR INVESTMENT TRUST
VOYAGEUR MUTUAL FUNDS
VOYAGEUR MUTUAL FUNDS II
VOYAGEUR MUTUAL FUNDS III
VOYAGEUR TAX FREE FUNDS
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.
<PAGE>
POWER OF ATTORNEY
The undersigned, a member of the Boards of Directors/Trustees of the
Delaware Investments 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,
David K. Downes, Wayne A. Stork 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 any 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 has executed this instrument as of
this 16th day of July, 1999.
/s/ John H. Durham
- ------------------
John H. Durham
<PAGE>
POWER OF ATTORNEY
EXHIBIT A
DELAWARE GROUP FUNDS
DELAWARE GROUP EQUITY FUNDS I
DELAWARE GROUP EQUITY FUNDS II
DELAWARE GROUP EQUITY FUNDS III
DELAWARE GROUP EQUITY FUNDS IV
DELAWARE GROUP EQUITY FUNDS V
DELAWARE GROUP INCOME FUNDS
DELAWARE GROUP GOVERNMENT FUND
DELAWARE GROUP CASH RESERVE
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS
DELAWARE GROUP TAX-FREE FUND
DELAWARE GROUP TAX-FREE MONEY FUND
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS
DELAWARE GROUP ADVISER FUNDS
DELAWARE POOLED TRUST
DELAWARE GROUP PREMIUM FUND
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
