<PAGE>
DELAWARE(TM)
INVESTMENTS
- ------------
Delaware Technology and Innovation Fund
Growth of Capital
[Growth of Capital Artwork]
2000 SEMI-ANNUAL REPORT
<PAGE>
A TRADITION OF SOUND INVESTING SINCE 1929
- -----------------------------------------
TABLE OF CONTENTS
Letter to Shareholders 1
Portfolio
Management Review 2
Financial Statements
Statement of Net Assets 5
Financial Highlights 7
A Commitment To Our Investors
Experienced
[] Our seasoned investment professionals average more than 15 years' experience.
[] For over 70 years, we have managed money in a variety of investment styles
that have weathered a full range of economic and market environments. We
introduced our first mutual fund in 1938.
Disciplined
[] We follow strict investment policies and clear buy/sell guidelines.
[] We strive to balance risk and reward in order to provide relatively
conservative investment alternatives within any given asset class.
Consistent
[] We believe consistent processes are the best way to seek consistent
investment performance.
[] Our commitment to style consistency has earned us the confidence of
discriminating institutional and individual investors. We manage
approximately $47 billion in assets as of December 31, 1999.
Comprehensive
[] We offer over 60 mutual funds in these asset classes.
o Large-cap equity o High-yield bonds
o Mid-cap equity o Investment grade bonds
o Small-cap equity o Municipal bonds
(24 single-state funds)
o International equity
o International fixed-income
o Balanced
[] Our funds are available through our financial advisers who can offer you
individualized attention and valuable investment advice.
Funds are not FDIC insured. It is possible to lose the principal amount
invested. (C) Delaware Distributors, L.P.
<PAGE>
Dear Shareholder
February 11, 2000
Recap of Events -- The U.S. stock market provided strong returns for most of
1999, exceeding consensus expectations. In addition, the healthy U.S. economy
helped support global economic recovery, especially in emerging market regions
such as Asia and Latin America.
The Dow Jones Industrial Average and the NASDAQ Composite equity indexes both
finished 1999 at record highs (Source: Bloomberg). The market's success was
driven by a select group of stocks - mostly large, technology and
internet-related companies.
The strength of the stock market during the year did, however, heighten
inflationary concerns. The Federal Reserve Board responded by raising interest
rates four times since June 1999 to prevent inflation. Despite higher interest
rates, the NASDAQ Composite equity index, which has a heavy concentration of
technology company stocks, rose 85% during 1999 (Source: Wiesenberger(R)).
Over the last several years, technology has been a dominant force in the robust
U.S. economy and stock market. It is changing the way we conduct business,
communicate, shop and spend our leisure time. Delaware Technology and Innovation
Fund began operations on December 28, 1999. The Fund focuses exclusively on
companies poised to benefit from technology and innovation. We are truly excited
to introduce this Fund to our investors. Delaware Technology and Innovation Fund
is managed by Jeff Hynoski, a member of the experienced and well-regarded
Delaware Growth Team led by Gerald Frey.
Market Outlook -- We believe technology will continue to drive the U.S. economy
for years to come. It is likely that the pace of technological advances will
accelerate and the scope will broaden requiring companies to stay current in
order to remain competitive. As technology increases the speed of business,
companies across a wide spectrum of industries will rely on new technology to
improve all aspects of their business - from their production processes,
distribution channels, customer relations, marketing initiatives and accounting
functions.
We believe Delaware Technology and Innovation Fund is well positioned to take
advantage of the many excellent investment opportunities available in the
technology sector and we look forward to sharing our results with you next
spring.
Sincerely,
/s/ Wayne A. Stork /s/ David K. Downes
- ----------------------------- -----------------------------------
Wayne A. Stork David K. Downes
Chairman, President and Chief Executive Officer,
Delaware Investments Delaware Investments
Family of Funds Family of Funds
THE FUND FOCUSES
EXCLUSIVELY ON
COMPANIES POISED TO
BENEFIT FROM
TECHNOLOGY AND
INNOVATION.
1
<PAGE>
PORTFOLIO MANAGEMENT REVIEW
- --------------------------------------------------------------------------------
Jeffrey Hynoski
Portfolio Manager
February 11, 2000
Just a few years ago, words such as "day traders," "dot.com" and
"e-commerce" would have drawn blank stares from the average American. Today,
they are household words. Technology is affecting every industry - business,
health care, transportation, education and agriculture, to name a few. It's hard
to even remember how we communicated and conducted business before cell phones,
computers and the internet.
Technological advancements allow companies to reduce costs and enhance
efficiencies. Recent innovations in computers, software and fiber optics have
not only expanded the capabilities of business and industry, but have also
created exciting opportunities in the investment markets. Brand new companies
have seen their market values soar overnight while well-established corporations
have found new sources of revenue.
Over the past decade, the number of securities in the technology sector of the
Russell 3000 Index has increased from 122 in 1990 to 401 at year-end 1999. Over
the same period, the technology share of the Russell 3000 Index increased from
6.1% of the index's market cap to 25.4%.
Highlights
Delaware Technology and Innovation Fund invests primarily in stocks of companies
we believe will benefit from technological advances and improvements and, in our
opinion, offer above-average opportunities for long-term price appreciation. We
look for companies that we believe have the potential to be the highest growth
companies in the highest growth segments of the technology sector. The Fund
invests in stocks of all market capitalizations, including securities of
emerging and growth-oriented U.S. companies.
Delaware Technology and Innovation Fund targets both technology companies and
companies that capitalize on technological innovations to improve their
businesses. In selecting stocks for the Fund, we consider companies in the
following industries among others:
[] computer software and hardware;
[] semiconductors, minicomputers and peripheral equipment;
[] telecommunication, media and information services;
[] environmental services, chemicals and synthetic materials;
[] defense and commercial electronics;
[] data storage and retrieval; and
[] biotechnology, health care and medical supplies.
WE LOOK FOR COMPANIES
THAT WE BELIEVE HAVE
THE POTENTIAL TO BE THE
HIGHEST GROWTH
COMPANIES IN THE
HIGHEST GROWTH
SEGMENTS OF THE
TECHNOLOGY SECTOR.
2
<PAGE>
Delaware Technology and
Innovation Fund
Sector Allocation
December 31, 1999
Computers & Technology 12.67
Telecommunications 7.20%
Electronics & Electrical
Equipment 8.67%
[GRAPHIC OMITTED]
Other Assets and
Cash 71.46%
The Fund uses a bottom-up approach to stock selection that seeks companies that
are market leaders, have strong product cycles, innovative concepts or may
benefit from industry trends. We also look at estimated growth rates, market
capitalization and cash flows.
We rely heavily on our own research in selecting companies for the portfolio.
That research might include one-on-one meetings with executives, company
competitors, industry experts and customers. Our goal is to select companies
that are likely to perform well over an extended time frame.
A Leader Among Leaders
One of the fastest growing markets within the technology sector is the field of
fiberoptics, a critical component for companies in the telecommunication and
cable television industries. As these companies rush to expand their product
lines and markets to secure a competitive advantage, they are relying heavily on
outside resources to provide scarce technical expertise and core subsystems.
Delaware Technology and Innovation Fund has invested in a company that provides
both. JDS Uniphase Corporation is one of the premier providers of optical
technologies for the world's telecommunications market. The company is among the
few that has both the optical technology and engineering resources needed to
provide a comprehensive range of fiberoptic products. JDS Uniphase designs,
develops, manufactures and distributes critical subsystems used by Lucent
Technologies and other telecommunication companies worldwide.
3
<PAGE>
Delaware Technology and Innovation Fund
FUND BASICS
- -----------
Fund Objectives
To provide long-term capital
growth.
Assets Under Management
$2.2 million
Number of Holdings
13
Fund Start Date
December 28, 1999
NASDAQ Symbols
Class A DTYAX
Class B DTYBX
Class C DTYCX
Institutional DTYIX
[PHOTO OF JEFFREY W. HYNOSKI]
[PHOTO OF GERALD S. FREY]
Top Portfolio Holdings
December 31, 1999
As a Percentage
Company Industry of Net Assets
- --------------------------------------------------------------------------------
Applied Micro Circuits Electronics & Electrical Equipment 3.50%
- --------------------------------------------------------------------------------
JDS Uniphase Electronics & Electrical Equipment 2.96%
- --------------------------------------------------------------------------------
Tellabs Telecommunications 2.65%
- --------------------------------------------------------------------------------
Concord Communications Telecommunications 2.65%
- --------------------------------------------------------------------------------
Aspect Development Computers & Technology 2.51%
- --------------------------------------------------------------------------------
PMC - Sierra Electronics & Electrical Equipment 2.21%
- --------------------------------------------------------------------------------
New Era of Networks Computers & Technology 1.97%
- --------------------------------------------------------------------------------
Checkfree Holdings Computers & Technology 1.92%
- --------------------------------------------------------------------------------
Network Appliance Computers & Technology 1.91%
- --------------------------------------------------------------------------------
Bluestone Software Computers & Technology 1.58%
- --------------------------------------------------------------------------------
Portfolio Managers
Jeffrey W. Hynoski, Vice President, Portfolio Manager, has primary
responsibility for making the day-to-day investment decisions for Delaware
Technology and Innovation Fund. He works closely with both Gerald Frey, Senior
Portfolio Manager and leader of Delaware Investments' growth team, and with the
rest of the growth team. Between them, Mr. Hynoski and Mr. Frey have over 31
years of investment experience in the technology field.
Mr. Hynoski has been the analyst on the technology portion of the Delaware
Select Growth Fund, Delaware DelCap Fund and Delaware Trend Fund since he joined
Delaware Investments in 1998. Delaware Investments' growth funds are nationally
recognized and have achieved strong performance largely due to the growth team's
excellent stock research.
Before joining Delaware Investments, Mr. Hynoski was a Vice President at
Bessemer Trust Company in the mid- and large-capitalization growth equity group.
There, he specialized in the areas of science, technology and
telecommunications. He also held positions at Lord Abbett & Co. and Cowen Asset
Management. Mr. Hynoski has a B.S. in Finance from the University of Delaware
and an MBA with a concentration in Investments/Portfolio Management/Financial
Economics from Pace University.
Gerald S. Frey leads the Delaware Investments growth team. He holds a BA in
Economics from Bloomsburg University and attended Wilkes College and New York
University. Prior to joining Delaware Investments in 1996, he was a Senior
Director with Morgan Grenfell Capital Management in New York.
4
<PAGE>
Statement of Net Assets
Delaware Group Equity Funds III--DELAWARE TECHNOLOGY AND INNOVATION FUND
---------------------------------------
Number Market
December 31, 1999 (Unaudited) of Shares Value
- --------------------------------------------------------------------------------
Common Stock - 28.54%
Computers & Technology - 12.67%
*Aspect Development .............................. 800 $ 54,800
*Bluestone Software .............................. 300 34,500
*Broadbase Software .............................. 300 33,750
*BroadVision ..................................... 200 34,013
*Checkfree Holdings .............................. 400 41,800
*Legato Systems .................................. 500 34,406
*New Era of Networks ............................. 900 42,863
----------
276,132
----------
Electronics & Electrical Equipment - 8.67%
*Applied Micro Circuits .......................... 600 76,350
*JDS Uniphase .................................... 400 64,525
*PMC - Sierra .................................... 300 48,094
----------
188,969
----------
Telecommunications - 7.20%
*Concord Communications .......................... 1,300 57,688
*Network Appliance ............................... 500 41,531
*Tellabs ......................................... 900 57,768
----------
156,987
----------
Total Common Stock (cost $616,916) .............. 622,088
==========
Total Market Value of Securities - 100.00%
(cost $616,916) ............................... $ 622,088
Receivables and Other Assets
Net of Liabilities - 71.46% ................... 1,557,398
----------
Net Assets Applicable to 255,777
shares outstanding - 100.00% .................. $2,179,486
==========
Net asset value - Delaware Technology
and Innovation Fund A Class
($174,512 / 20,480 Shares) .................... $8.52
-----
Net asset value - Delaware Technology
and Innovation Fund B Class
($8.52 / 1 Share) ............................. $8.52
-----
Net asset value - Delaware Technology
and Innovation Fund C Class
($8.52 / 1 Share) ............................. $8.52
-----
Net asset value - Delaware Technology
and Innovation Fund Institutional Class
($2,004,957 / 235,295 Shares) ................. $8.52
-----
<PAGE>
- --------------------------------------------------------------------------------
Components of Net Assets at December 31, 1999:
Shares of beneficial interest
(unlimited authorization - no par) ....................... $2,174,314
Net unrealized appreciation
of investments ........................................... 5,172
----------
Total net assets ............................................ $2,179,486
----------
- ----------
*Non-income producing security for the period ended
December 31, 1999
Net asset value and offering price per share -
Delaware Technology and Innovation Fund
Net asset value A Class (A) ................................. $8.52
Sales charge (5.75% of offering price
or 6.10% of the amount invested
per share) (B) ........................................... 0.52
-----
Offering price .............................................. $9.04
-----
- ----------
(A) Net asset value per share, as illustrated, is the estimated amount which
would be paid upon redemption or repurchase of shares.
(B) See the current prospectus for purchases of $50,000 or more.
See accompanying notes
5
<PAGE>
Statement of Assets and Liabilities
Delaware Group Equity Funds III
December 31, 1999 (Unaudited) Delaware Technology and Innovation Fund
- --------------------------------------------------------------------------------
ASSETS:
Investments at market (cost $616,916) ...................... $ 622,088
Cash ....................................................... 2,117,231
Subscriptions receivable ................................... 57,083
----------
Total assets ............................................... 2,796,402
----------
LIABILITIES:
Payable for securities purchased ........................... 616,916
----------
Total liabilities .......................................... 616,916
----------
TOTAL NET ASSETS ........................................... $2,179,486
==========
See accompanying notes
Statement of Operations
Delaware Group Equity Funds III
<TABLE>
<CAPTION>
Delaware
For the Period December 28, 1999* through December 31, 1999 (Unaudited) Technology and Innovation Fund
- --------------------------------------------------------------------------------------------------------------
<S> <C>
Investment income: .......................................................... $ -
------
Expenses: ................................................................... -
------
Net investment income ....................................................... -
------
Net realized and unrealized gain on investments:
Net change in unrealized appreciation of investments ........................ 5,172
------
Net realized and unrealized gain on investments ............................. 5,172
------
Net increase in net assets resulting from operations ........................ $5,172
------
</TABLE>
See accompanying notes
Statement of Changes in Net Assets
<TABLE>
<CAPTION>
Delaware
Delaware Group Equity Funds III Technology and Innovation Fund
- -------------------------------------------------------------------------------------------------------------
12/28/99*
to 12/31/99
<S> <C>
Increase in Net Assets from Operations:
Net change in unrealized appreciation of investments ......................... $ 5,172
----------
Net increase in net assets resulting from operations ......................... 5,172
----------
Capital Share Transactions:
Proceeds from shares sold:
A Class ................................................................... 174,298
B Class ................................................................... 9
C Class ................................................................... 9
Institutional Class ....................................................... 1,999,998
----------
2,174,314
----------
Increase in net assets derived from capital share transactions................ 2,174,314
----------
Net Increase in Net Assets ................................................... 2,179,486
Net Assets:
Beginning of period .......................................................... -
----------
End of period ................................................................ $2,179,486
----------
</TABLE>
- -------------
* Date of commencement of operations.
See accompanying notes
6
<PAGE>
Financial Highlights
Delaware Group Equity Funds III
<TABLE>
<CAPTION>
Selected data for each share of the Fund Delaware Technology and Delaware Technology and
outstanding throughout each period was as follows: Innovation Fund A Class Innovation Fund Institutional Class
- ------------------------------------------------------------------------------------------------------------------------
12/28/99(1) 12/28/99(1)
to to
12/31/99 12/31/99
(Unaudited) (Unaudited)
<S> <C> <C>
Net asset value, beginning of period ..................... $8.500 $8.500
Income from investment operations:
Net investment income ................................. - -
Net realized and unrealized gain on investments ....... 0.020 0.020
--------------------------------------------
Total from investment operations ......................... 0.020 0.020
--------------------------------------------
Net asset value, end of period ........................... $8.520 $8.520
--------------------------------------------
Total return(2)........................................... 0.00% 0.00%
Ratios and supplemental data:
Net assets, end of period (000 omitted) ............... $ 175 $2,005
Ratio of expenses to average net assets ............... (2) (2)
Ratio of net investment income to average net assets .. (2) (2)
Portfolio turnover .................................... 0% 0%
</TABLE>
- ----------------------
(1) Date of commencement of operations.
(2) The ratios of expenses and net investment income to average net assets and
total return have been omitted as management believes that such ratios and
return for this relatively short period are not meaningful.
As of December 31, 1999, the B Class and C Class each had one share
outstanding, representing the initial seed purchases. Data for these classes
is excluded because the data is not believed to be meaningful.
See accompanying notes
7
<PAGE>
Notes to Financial Statements
DELAWARE TECHNOLOGY AND INNOVATION FUND
- ---------------------------------------
December 31, 1999 (Unaudited)
- --------------------------------------------------------------------------------
Delaware Group Equity Funds III (the "Company") is registered as a diversified
open-end investment company under the Investment Company Act of 1940, as
amended. The Company is organized as a Delaware Business Trust and offers five
series: the Delaware American Services Fund, the Delaware Large Cap Growth Fund,
the Delaware Research Fund, the Delaware Technology and Innovation Fund and the
Delaware Trend Fund. These financial statements and related notes pertain to the
Delaware Technology and Innovation Fund (the "Fund"). The Fund offers four
classes of shares. The Delaware Technology and Innovation Fund A Class carries a
front-end sales charge of 5.75%. The Delaware Technology and Innovation Fund B
Class carries a back-end deferred sales charge. The Delaware Technology and
Innovation Fund C Class carries a level load deferred sales charge and the
Delaware Technology and Innovation Fund Institutional Class has no sales charge.
As of December 31, 1999, only the A and Institutional Classes have commenced
operations.
The objective of the Fund is to seek long-term capital growth by investing in
stocks of companies that will benefit from technological advances and
improvements and will offer above average opportunities for long-term price
appreciation.
1. Significant Accounting Policies
The following accounting policies are in accordance with generally accepted
accounting principles and are consistently followed by the Fund.
Security Valuation - All equity securities are valued at the last quoted sales
price as of the close of the NYSE on the valuation date. If on a particular day
an equity security does not trade, then the mean between the bid and asked
prices will be used. Money market instruments having less than 60 days to
maturity are valued at amortized cost, which approximates market value. Other
securities and assets for which market quotations are not readily available are
valued at fair value as determined in good faith by or under the direction of
the Fund's Board of Trustees.
Federal Income Taxes - The Fund intends to continue to qualify as a regulated
investment company and make the requisite distributions to shareholders.
Accordingly, no provision for federal income taxes has been made in the
financial statements. Income and capital gain distributions are determined in
accordance with federal income tax regulations which may differ from generally
accepted accounting principles.
Class Accounting - Investment income, common expenses and realized and
unrealized gain (loss) on investments are allocated to the various classes of
the Fund on the basis of daily net assets of each class. Distribution expenses
relating to a specific class are charged directly to that class.
<PAGE>
Repurchase Agreements - The Fund may invest in a pooled cash account along with
other members of the Delaware Investments Family of Funds. The aggregate daily
balance of the pooled cash account is invested in repurchase agreements secured
by obligations of the U.S. government. The respective collateral is held by the
Fund's custodian bank until the maturity of the respective repurchase
agreements. Each repurchase agreement is at least 102% collateralized. However,
in the event of default or bankruptcy by the counterparty to the agreement,
realization of the collateral may be subject to legal proceedings.
Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
Other - Expenses common to all funds within the Delaware Investments Family of
Funds are allocated among the funds on the basis of average net assets. Security
transactions are recorded on the date the securities are purchased or sold
(trade date). Costs used in calculating realized gains and losses on the sale of
investment securities are those of the specific securities sold. Dividend income
is recorded on the ex-dividend date and interest income is recorded on the
accrual basis. The Fund declares and pays dividends from net investment income
and capital gains, if any, annually.
For the period ended December 31, 1999, the Fund did not incur or accrue any
expenses or income.
2. Investment Management and Other Transactions with Affiliates
In accordance with the terms of the Investment Management Agreement, the Fund
pays Delaware Management Company ("DMC"), the Investment Manager of the Fund, an
annual fee which is calculated at the rate of 0.75% on the first $500 million of
average daily net assets, 0.70% on the next $500 million, 0.65% on the next $1.5
billion and 0.60% on average daily net assets in excess of $2.5 billion.
DMC has contractually committed to waive that portion, if any, of the management
fee and reimburse the Fund to the extent that annual operating expenses,
exclusive of taxes, interest, distribution fees, brokerage commissions and
extraordinary expenses, exceed 1.20% of average daily net assets of the Fund
through August 31, 2001.
The Fund has engaged Delaware Service Company, Inc. ("DSC"), an affiliate of
DMC, to provide dividend disbursing, transfer agent and accounting services. The
Fund pays DSC a monthly fee based on the number of shareholder accounts,
shareholder transactions and average net assets, subject to certain minimums.
8
<PAGE>
Notes to Financial Statements (Continued)
- --------------------------------------------------------------------------------
Pursuant to the Distribution Agreement, the Fund pays Delaware Distributors,
L.P. ("DDLP"), the Distributor and an affiliate of DMC, an annual fee not to
exceed 0.25% of the average daily assets of the A Class and 1.00% of the average
daily net assets of the B and C Classes.
Certain officers of DMC, DSC and DDLP are officers, trustees and/or employees of
the Fund. These officers, trustees and employees are paid no compensation by the
Fund.
3. Investments
For the period ended December 31, 1999, the Fund made purchases of $616,916 and
sales of $0 of investment securities other than U.S. government securities and
temporary cash investments.
At December 31, 1999, the net unrealized appreciation for federal income tax
purposes was $5,172 of which $19,269 related to unrealized appreciation of
securities and $14,097 related to unrealized depreciation of securities. At
December 31, 1999, the aggregate cost of securities for federal income tax
purposes was $616,916.
4. Capital Shares
Transactions in capital shares were as follows:
12/28/99*
to
12/31/99
---------
Shares sold:
A Class .......................................................... 20,480
B Class .......................................................... 1
C Class .......................................................... 1
Institutional Class .............................................. 235,295
-------
255,777
-------
Net increase ........................................................ 255,777
=======
- ----------------------
* Date of commencement of operations.
<PAGE>
DELAWARE(TM)
INVESTMENTS
- ---------------------
Philadelphia o London
For Shareholders
1.800.523.1918
For Securities Dealers
1.800.362.7500
For Financial Institutions
Representatives Only
1.800.659.2265
www.delawareinvestments.com
This semi-annual report is for the information of Delaware Technology and
Innovation Fund shareholders, but it may be used with prospective investors when
preceded or accompanied by a current Prospectus for Delaware Technology and
Innovation Fund and the Delaware Investments Performance Update for the most
recently completed calendar quarter. The prospectus sets forth details about
charges, expenses, investment objectives and operating policies of the Fund. You
should read the prospectus carefully before you invest. The figures in this
report represent past results which are not a guarantee of future results. The
return and principal value of an investment in the Fund will fluctuate so that
shares, when redeemed, may be worth more or less than their original cost.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
BOARD OF TRUSTEES Charles E. Peck Investment Manager
Retired Delaware Management Company
Wayne A. Stork Fredericksburg, VA Philadelphia, PA
Chairman
Delaware Investments Family of Funds Janet L. Yeomans International Affiliate
Philadelphia, PA Vice President and Treasurer Delaware International Advisers Ltd.
3M Corporation London, England
Walter P. Babich St. Paul, MN
Board Chairman, Subadvisor
Citadel Constructors, Inc. AFFILIATED OFFICERS Vantage Investment Advisors, Inc
King of Prussia, PA New York, NY
Charles E. Haldeman, Jr.
David K. Downes President and Chief Executive Officer National Distributor
President and Chief Executive Officer Delaware Management Holdings, Inc. Delaware Distributors, L.P.
Delaware Investments Family of Funds Philadelphia, PA
Philadelphia, PA Richard J. Flannery
Executive Vice President and Shareholder Servicing, Dividend
John H. Durham General Counsel Disbursing and Transfer Agent
Private Investor Delaware Investments Family of Funds Delaware Service Company, Inc.
Horsham, PA Philadelphia, PA Philadelphia, PA
Anthony D. Knerr Bruce D. Barton 1818 Market Street
Consultant, Anthony Knerr & Associates President and Chief Executive Officer Philadelphia, PA 19103-3682
New York, NY Delaware Distributors, L.P.
Philadelphia, PA
Ann R. Leven
Former Treasurer, National Gallery of Art
Washington, DC
Thomas F. Madison
President and Chief Executive Officer
MLM Partners, Inc.
Minneapolis, MN
</TABLE>
Printed in the USA
(2783)J5599
SR-492 [--] PP 02/00
