<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
File No. 2-70164
File No. 811-3120
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
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Pre-Effective Amendment No.
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Post-Effective Amendment No. 25 X
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AND
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
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Amendment No. 25
DELAWARE GROUP TAX-FREE MONEY FUND
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(Exact Name of Registrant as Specified in Charter)
1818 Market Street, Philadelphia, Pennsylvania 19103
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (215) 255-1255
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Eric E. Miller, Esquire, 1818 Market Street, Philadelphia, PA 19103
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(Name and Address of Agent for Service)
Approximate Date of Public Offering: August 27, 1999
It is proposed that this filing will become effective:
immediately upon filing pursuant to paragraph (b)
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X on August 27, 1999 pursuant to paragraph (b)
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60 days after filing pursuant to paragraph (a)(1)
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on (date) pursuant to paragraph (a)(1)
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75 days after filing pursuant to paragraph (a)(2)
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on (date) pursuant to paragraph (a)(2) of Rule 485
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If appropriate:
-- this post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
<PAGE>
--- C O N T E N T S ---
This Post-Effective Amendment No. 25 to Registration File No. 2-70164 includes
the following:
1. Facing Page
2. Contents Page
3. Part A - Prospectus
4. Part B - Statement of Additional Information
5. Part C - Other Information
6. Signatures
<PAGE>
DELAWARE
INVESTMENTS
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Philadelphia * London
Delaware Tax-Free Money Fund
Class A
Consultant Class
Prospectus
August 27, 1999
Money Market Fund
The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the accuracy of this prospectus, and any
representation to the contrary is a criminal offense.
2
<PAGE>
Table of contents
Fund profile page 2
Delaware Tax-Free Money Fund 2
How we manage the Fund 4
Our investment strategies 4
The securities we typically invest in 4
The risks of investing in the Fund 6
Who manages the Fund page 7
Investment manager 7
Certain management considerations 7
Fund Administration (Who's who) page 8
About your account page 9
Investing in the Fund 9
How to buy shares 10
How to redeem shares 12
Account minimum 13
Dividends, distributions and taxes 13
Special services 14
Financial highlights page 16
3
<PAGE>
Profile: Delaware Tax-Free Money Fund
What are the Fund's goals?
Tax-Free Money Fund seeks a high level of current income, exempt from federal
income tax, while preserving principal and maintaining liquidity. Although the
Fund will strive to achieve its goal, there is no assurance that it will.
What are the Fund's main investment strategies?
Tax-Free Money Fund invests primarily in short-term municipal money market
securities.
Tax-Free Money Fund is a money market fund. A money market fund is designed for
stability of principal; consequently, the level of income fluctuates.
We maintain an average maturity of 90 days or less. Also, we do not purchase any
securities with an effective remaining maturity of more than 397 days
(approximately 13 months).
The Fund may invest up to 20% of its net assets in taxable securities, including
securities that are subject to the federal alternative minimum tax. If the Fund
does so, any income from those securities may be subject to federal income
taxes.
What are the main risks of investing in the Fund?
Tax-Free Money Fund will be affected primarily by declines in interest rates
that would reduce the income provided by the Fund. For a more complete
discussion of risk, please turn to "The risks of investing in the Fund."
An investment in the Fund is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other
government agency. Although the Fund seeks to preserve the value of your
investment at $1 per share, it is possible to lose money by investing in the
Fund.
You should keep in mind that an investment in the Fund is not a complete
investment program; it should be considered just one part of your total
financial plan. Be sure to discuss this Fund with your financial adviser to
determine whether it is an appropriate choice for you.
Who should invest in the Fund
o Investors with short-term financial goals who seek current income.
o Investors in higher tax brackets who want income exempt from federal
income taxes.
o Investors who do not want an investment whose value may fluctuate over the
short term.
o Investors who are looking for a short-term, relatively safe investment to
complement more long-term investments in their portfolio.
Who should not invest in the Fund
o Investors with long-term financial goals.
o Investors looking for relatively high current income.
4
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How has the Fund performed?
This bar chart can help you evaluate the potential risks of investing in the
Fund. We show how returns for the Fund's Class A shares have varied over the
past ten calendar years, as well as each Class' average annual returns for one-,
five- and ten- year periods.
[GRAPHIC OMITTED: BAR CHART SHOWING YEAR BY YEAR TOTAL RETURN (CLASS A)]
Year-by-year total return (Class A)
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5.62% 5.22% 3.91% 2.45% 1.62% 2.09% 3.11% 2.75% 2.91% 2.50%
</TABLE>
As of June 30, 1999, the Fund's Class A had a year-to-date return of 2.35%.
During the periods illustrated in this bar chart, Class A's highest quarterly
return was 1.47% for the quarter ended March 31, 1989 and its lowest quarterly
return was 0.37% for the quarter ended March 31, 1994.
Average annual returns for periods ending 12/31/98
A Class Consultant Class*
1 year ended 12/31/98 2.50% 2.50%
5 years ended 12/31/98 2.67% 2.67%
10 years ended 12/31/98 3.21% 3.17%
* Return information for the Consultant Class reflects 12b-1 payments that were
applied during the period March 15, 1988 through June 1, 1990.
Investors interested in obtaining the 7-day yield for the classes can call
800.523.1918.
5
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What are the Fund's fees and expenses?
You do not pay sales charges directly from your investments when you buy or sell
shares of the Fund.
<TABLE>
<CAPTION>
------------------------------------------------------ --------------- ---------------
Class A Consultant
Class
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<S> <C> <C>
Maximum sales charge (load) imposed on purchases as none none
a percentage of offering price
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Maximum sales charge (load) imposed on reinvested none none
dividends
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Redemption fees none none
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Exchange fees none(1) none(1)
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</TABLE>
Annual fund operating expenses are deducted from the Fund's assets.
<TABLE>
<CAPTION>
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Class A Consultant
Class
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<S> <C> <C>
Management fees 0.45%(2) 0.45%(2)
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Distribution and service (12b-1) fees none none(3)
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Other expenses 0.52% 0.52%
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Total operating expenses 0.97% 0.97%
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</TABLE>
This example is intended to help you compare the cost of investing in the Fund
to the cost of investing in other mutual funds with similar investment
objectives. We show the cumulative amount of Fund expenses on a hypothetical
investment of $10,000 with an annual 5% return over the time shown.(4) This is
an example only, and does not represent future expenses, which may be greater or
less than those shown here.
--------------- -------------- ---------------
Class A Consultant
Class
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1 year $99 $99
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3 years $309 $309
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5 years $536 $536
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10 years $1,190 $1,190
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(1) Exchanges are subject to the requirements of each fund in the Delaware
Investments family. A sales charge may apply if you exchange your shares
into a fund that has a sales charge.
(2) The management fee reflects a new management fee which became effective on
April 1, 1999.
(3) Consultant Class shares are subject to a Rule 12b-1 distribution plan;
however, the Board of Trustees of the Fund suspended 12b-1 plan payments
effective June 1, 1990.
(4) The Fund's actual rate of return may be greater or less than the
hypothetical 5% return we use here. Also, this example assumes that the
Fund's total operating expenses remain unchanged in each of the periods we
show.
6
<PAGE>
How we manage the Fund
Our Investment Strategies
Under normal circumstances, we invest at least 80% of the Fund's assets in
municipal money market securities issued by states, U.S. territories and
possessions, and the District of Columbia, as well as their political
subdivisions and other entities. We may hold the following types of securities:
municipal bonds and notes, tax-free commercial paper, short-term tax-free notes,
construction loan notes, project notes, tax anticipation notes, bond
anticipation notes, revenue anticipation notes and pre-refunded obligations.
Generally, interest from these securities is fully exempt from federal income
tax. The Fund may also invest in U.S. government securities and other taxable
securities, to a limited extent. Income from these is not exempt from federal
income tax. We may also hold a significant portion of the Fund's assets in
variable rate and demand notes. Please see "The securities we invest in" for
further information.
Tax-Free Money Fund's investment objective -- to seek a high level of current
income, exempt from federal income tax, while preserving principal and
maintaining liquidity -- is a non-fundamental objective. This means that the
Board of Trustees may change the objective without obtaining shareholder
approval. We would notify shareholders before any change in the objective became
effective.
Credit Quality
When we purchase a security, the security or its issuer must be rated in one of
the two highest rating categories by at least two nationally recognized
statistical ratings organizations. (If a security is rated by only one agency,
it must receive one of the two highest ratings from that agency.) We may invest
in securities that have not been rated, if we determine that the security's
credit quality is comparable to one of the two highest rating categories. We
will not invest more than 5% of the Fund's assets in securities rated in the
second highest category.
Average Maturity
We maintain an average maturity of 90 days or less. Also, we do not purchase any
securities with an effective remaining maturity of more than 397 days
(approximately 13 months).
We intend to hold our investments until maturity, but we may sell them prior to
maturity in order to shorten or lengthen the average maturity of the bonds in
the portfolio, increase the yield, maintain the quality of the portfolio or
maintain a stable share value.
7
<PAGE>
The securities we typically invest in
<TABLE>
<CAPTION>
- --------------------------------------------------------- ------------------------------------------------------------------
Securities How we use them
- --------------------------------------------------------- ------------------------------------------------------------------
Tax-Free Money Fund
- --------------------------------------------------------- ------------------------------------------------------------------
<S> <C>
General obligation bonds: municipal bonds on which the We may invest in general obligation bonds rated in one of
payment of principal and interest is secured by the the two highest rating categories, with a remaining maturity
issuer's pledge of its full faith, credit and taxing of less than 397 days.
power.
- --------------------------------------------------------- ------------------------------------------------------------------
Revenue bonds: municipal bonds on which principal and We may invest in revenue obligation bonds rated in one of the
interest payments are made from revenues derived from a two highest rating categories, with a remaining maturity of less
particular facility or class of facilities. than 397 days.
- --------------------------------------------------------- ------------------------------------------------------------------
Private activity or private placement bonds: We may invest up to 20% of the Fund's assets in bonds whose
municipal bond issues whose proceeds are used to income is subject to the federal alternative minimum tax. This
finance certain non-government activities, including means that a portion of the Fund's distributions could be
some types of industrial revenue bonds such as subject to the federal alternative minimum tax that applies to
privately-owned sports and convention facilities. The certain taxpayers.
Tax Reform Act of 1986 subjects interest income from
these bonds to the federal alternative minimum tax and We may invest in private activity or private placement bonds
makes the tax-exempt status of certain bonds dependent rated in one of the two highest rating categories, with a
on the issuer's compliance with specific requirements remaining maturity of less than 397 days.
after the bonds are issued.
The 20% limit applies to the combined holdings of taxable
securities and securities subject to the federal alternative
minimum tax.
- --------------------------------------------------------- ------------------------------------------------------------------
Anticipation notes: short-term municipal obligations to We may invest without limit in anticipation notes rated in
be repaid from an anticipated income source such as tax one of the two highest rating tax categories, with a remaining
payments, revenue from a facility or money from an maturity of less than 397 days.
upcoming bond issue.
- --------------------------------------------------------- ------------------------------------------------------------------
Variable and floating rate demand notes: securities We may invest without limit in variable and floating rate demand
whose interest rate is tied to a money market rate, notes that meet the Fund's quality standards. In most cases,
usually the Prime Rate, and therefore changes each time these will be municipal securities. We may invest in variable
the base rate changes. and floating rate demand notes with a maturity longer than 397
days if the security has a demand feature that allows us to
tender it back to the issuer prior to stated maturity. If a
These securities may be backed by a letter of credit or security is guaranteed by another entity, we will generally
other guarantee. consider the rating of that entity when evaluating that
security.
- --------------------------------------------------------- ------------------------------------------------------------------
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------- ------------------------------------------------------------------
Securities How we use them
- --------------------------------------------------------- ------------------------------------------------------------------
Tax-Free Money Fund
- --------------------------------------------------------- ------------------------------------------------------------------
<S> <C>
Tax-free commercial paper: short-term debt obligations We may invest without limit in tax-free commercial paper that
issued by companies. meet the Fund's quality and maturity standards.
- --------------------------------------------------------- ------------------------------------------------------------------
Taxable securities: may include commercial paper, We may invest up to 20% of the Fund's assets in issues that are
corporate notes, certificates of deposit and not exempt from federal income tax. The 20% limit applies to the
obligations of the U.S. government, its agencies or combined holdings of taxable securities and securities subject to
instrumentalities, asset-backed securities, when-issued the federal alternative minimum tax.
securities and repurchase agreements.
- --------------------------------------------------------- ------------------------------------------------------------------
Repurchase agreements: an agreement between a buyer and We may use repurchase agreements as a short-term investment for
seller of securities in which the seller agrees to buy the Fund's cash position. In order to enter into these
the securities back within a specified time at the same repurchase agreements, the Fund must have collateral of at least
price the buyer paid for them, plus an amount equal to 102% of the repurchase price. Earnings on repurchase agreements
an agreed upon interest rate. Repurchase agreements are are not tax-exempt and are subject to the 20% limit on taxable
often viewed as equivalent to cash. securities and securities subject to the federal alternative
minimum tax.
- --------------------------------------------------------- ------------------------------------------------------------------
Restricted securities: privately placed securities We may invest without limitation in privately placed securities
whose resale is restricted under securities law. that are eligible for resale only among certain institutional
buyers without registration. These are commonly known as "Rule
144A Securities."
We may invest up to 20% of the Fund's assets in issues that are
not exempt from federal income tax. The 20% limit applies to the
combined holdings of taxable securities and securities subject to
the federal alternative minimum tax.
- --------------------------------------------------------- ------------------------------------------------------------------
Illiquid securities: securities that do not have a We may not invest more than 10% of total assets in illiquid
ready market, and cannot be easily sold within seven securities.
days at approximately the price that the Fund has
valued them.
- --------------------------------------------------------- ------------------------------------------------------------------
</TABLE>
Please see the Statement of Additional Information for additional descriptions
on securities listed in the table above.
Purchasing securities on a when-issued basis
Tax-Free Money Fund may buy or sell securities on a when-issued basis; that is,
paying for securities before delivery and taking delivery up to 45 days later.
Between the purchase of the securities and our receipt of them, the securities
do not pay interest, but the market value may fluctuate, potentially affecting
the Fund's net asset value. If the Fund invests in when-issued securities, it
will maintain a separate account to pay for them and will value them at market
price on a daily basis
Borrowing from banks
Tax-Free Money Fund may borrow money as a temporary measure for extraordinary
purposes or to facilitate redemptions. The Fund will not borrow money in excess
of 5% of the value of its net assets.
9
<PAGE>
The risks of investing in the Fund
Investing in any mutual fund involves risk, including the risk that you may
receive little or no return on your investment, and the risk that you may lose
money. Before you invest in the Fund you should carefully evaluate the risks.
The following are the chief risks you assume when investing in the Fund. Please
see the Statement of Additional Information for further discussion of these
risks.
<TABLE>
<CAPTION>
- ------------------------------------------------------- ------------------------------------------------------------------
Risks How we strive to manage them
- ------------------------------------------------------- ------------------------------------------------------------------
Tax-Free Money Fund
- ------------------------------------------------------- ------------------------------------------------------------------
<S> <C>
Interest rate risk is the risk that securities, Because the Fund invests exclusively in short-term securities,
particularly bonds with longer maturities, will interest rate changes are not a major risk to the value of its
decrease in value if interest rates rise. portfolio. However, a decline in interest rates would reduce
the level of income provided by the Fund.
- ------------------------------------------------------- ------------------------------------------------------------------
Inflation risk is the risk that the return from your The Fund is designed for short-term investment goals and
investments will be less than the increase in the therefore may not outpace inflation over longer time periods.
cost of living due to inflation, thus preventing you For this reason, The Fund is not recommended as a primary
from reaching your financial goals. investment for people with long-term goals.
- ------------------------------------------------------ ------------------------------------------------------------------
Credit risk is the possibility that a bond's issuer We limit our investments to those that the Board of Trustees
(or an entity that insures the bond) will be unable considers to be of high quality with minimal credit risks,
to make timely payments of interest and principal. typically those rated in the two highest categories by a
nationally recognized statistical ratings organization. All
investments must also meet the maturity, quality and
diversification standards that apply to tax-exempt money market
funds. Therefore, the Fund's investments are generally not subject
to significant credit risk.
We also maintain a diversified portfolio. We may not invest more
than 25% of the Fund's assets in one state, territory or U.S.
possession. (We may invest up to 25% of the Fund's assets in
short-term tax exempt project notes guaranteed by the U.S.
government, regardless of the location of the issuing
municipality.) Our goal is to minimize the effect that any one
security may have on the Fund's performance and share price.
If there were a national credit crisis or an issuer were to become
insolvent, the share value of the Fund could decline.
- ------------------------------------------------------ ------------------------------------------------------------------
Counter party risk is the risk that the Fund may We try to minimize this risk by considering the creditworthiness
lose money because a party that we contracted with to of all parties before we enter into transactions with them. The
either buy or sell securities fails to fulfill its Fund will hold collateral from counterparties consistent with
side of the agreement. applicable regulations.
- ------------------------------------------------------ ------------------------------------------------------------------
</TABLE>
10
<PAGE>
Who manages the Fund
Investment manager
The Fund is managed by Delaware Management Company, a series of Delaware
Management Business Trust, which is an indirect, wholly owned subsidiary of
Delaware Management Holdings, Inc. Delaware Management Company makes investment
decisions for the Fund, manages the Fund's business affairs and provides daily
administrative services. For its services to the Fund, the manager was paid
0.48% of average daily net assets for the last fiscal year.
Certain management considerations
Year 2000
As with other mutual funds, financial and business organizations and individuals
around the world, the Fund could be adversely affected if the computer systems
used by its service providers do not properly process and calculate date-related
information from and after January 1, 2000. This is commonly known as the "Year
2000 Problem." The Fund is taking steps to obtain satisfactory assurances that
its major service providers are taking steps reasonably designed to address the
Year 2000 Problem on the computer systems that the service providers use.
However, there can be no assurance that these steps will be sufficient to avoid
any adverse impact on the business of the Fund. The Year 2000 Problem may also
adversely affect the issuers of securities in which the Fund invests. The
portfolio manager and investment professionals of the Fund consider Year 2000
compliance in the securities selection and investment process. However, there
can be no guarantee that, even with their due diligence efforts, they will be
able to predict the affect of Year 2000 on any company or the performance of its
securities.
Who's who?
This diagram shows the various organizations involved with managing,
administering, and servicing the Delaware Investments funds.
[GRAPHIC OMITTED]
Board of Trustees
<TABLE>
<CAPTION>
<S> <C> <C>
Investment manager The Fund Custodian
Delaware Management Company The Chase Manhattan Bank
One Commerce Square 4 Chase Metrotech Center
Philadelphia, PA 19103 Brooklyn, NY 11245
Portfolio managers Service agent Distributor
Delaware Service Company, Inc. Delaware Distributors, L.P.
1818 Market Street 1818 Market Street
Philadelphia, PA 19103 Philadelphia, PA 19103
</TABLE>
Financial advisers
Shareholders
Board of Trustees A mutual fund is governed by a board of trustees which has
oversight responsibility for the management of the fund's business affairs.
Trustees establish procedures and oversee and review the performance of the
investment manager, the distributor and others that perform services for the
fund. At least 40% of the board of trustees must be independent of the fund's
investment manager or distributor. These independent fund trustees, in
particular, are advocates for shareholder interests.
Investment manager An investment manager is a company responsible for
selecting portfolio investments consistent with objective and policies stated in
the mutual fund's prospectus. The investment manager places portfolio orders
with broker/dealers and is responsible for obtaining the best overall execution
of those orders. A written contract between a mutual fund and its investment
manager specifies the services the manager performs. Most management contracts
provide for the manager to receive an annual fee based on a percentage of the
fund's average daily net assets. The manager is subject to numerous legal
restrictions, especially regarding transactions between itself and the funds it
advises.
Portfolio managers Portfolio managers are employed by the investment manager to
make investment decisions for individual portfolios on a day-to-day basis.
Custodian Mutual funds are legally required to protect their portfolio
securities and typically place them with a qualified bank custodian who
segregates fund securities from other bank assets.
Distributor Most mutual funds continuously offer new shares to the public
through distributors who are regulated as broker-dealers and are subject to
National Association of Securities Dealers, Inc. (NASD) rules governing mutual
fund sales practices.
11
<PAGE>
Service agent Mutual fund companies employ service agents (sometimes called
transfer agents) to maintain records of shareholder accounts, calculate and
disburse dividends and capital gains and prepare and mail shareholder statements
and tax information, among other functions. Many service agents also provide
customer service to shareholders.
Financial advisers Financial advisers provide advice to their clients--
analyzing their financial objectives and recommending appropriate funds or other
investments. Financial advisers are compensated for their services, generally
through sales commissions, and through 12b-1 and/or service fees deducted from
the fund's assets.
Shareholders Like shareholders of other companies, mutual fund shareholders
have specific voting rights, including the right to elect trustees. Material
changes in the terms of a fund's management contract must be approved by a
shareholder vote, and funds seeking to change fundamental investment objectives
or policies must also seek shareholder approval.
12
<PAGE>
About your account
Investing in the Fund
Class A
o Class A shares are available for purchase at net asset value.
o Class A shares do not have an up-front sales charge.
o Class A shares are not subject to 12b-1 fees.
o Class A shares are not subject to any contingent deferred sales charge.
Consultant Class
o Consultant Class shares may be purchased through financial advisers,
including brokers, financial institutions and other entities that have a
dealer agreement with the Fund's distributor or a service agreement with the
Fund.
o Consultant Class shares do not have an up-front sales charge.
o The Consultant Class has the ability to charge an annual 12b-1 fee no greater
than 0.30% of average daily net assets. However, the 12-b1 fee is currently
suspended by the Board of Trustees. Prior to suspension, the 12b-1 fee was
set at 0.25% of average daily net assets. The 12b-1 fee is typically used to
compensate your financial adviser for the ongoing guidance and service he or
she provides to you.
o Consultant Class shares are not subject to a contingent deferred sales
charge.
13
<PAGE>
How to buy shares
[GRAPHIC OMITTED: ILLUSTRATION OF A PERSON]
Through your financial adviser
Your financial adviser can handle all the details of purchasing shares,
including opening an account. Your adviser may charge a separate fee for this
service.
[GRAPHIC OMITTED: ILLUSTRATION OF AN ENVELOPE]
By mail
Complete an investment slip and mail it with your check, made payable to the
fund and class of shares you wish to purchase, to Delaware Investments, P.O. Box
7577, Philadelphia, PA 19101. If you are making an initial purchase by mail, you
must include a completed investment application with your check.
[GRAPHIC OMITTED: ILLUSTRATION OF A JAGGED LINE]
By wire
Ask your bank to wire the amount you want to invest to First Union Bank, ABA
#031201467, Bank Account number 2014 12893 4013. Include your account number and
the name of the fund in which you want to invest. If you are making an initial
purchase by wire, you must call us so we can assign you an account number.
[GRAPHIC OMITTED: ILLUSTRATION OF AN EXCHANGE SYMBOL]
By exchange
You can exchange all or part of your investment in one or more funds in the
Delaware Investments family for shares of other funds in the family. Please keep
in mind, however, that you generally may not exchange between different classes
of shares. You may exchange between the Consultant Classes and Class A. To open
an account by exchange, call the Shareholder Service Center at 800.523.1918.
[GRAPHIC OMITTED: ILLUSTRATION OF A KEYPAD]
Through automated shareholder services
You can purchase or exchange shares through Delaphone, our automated telephone
service, or through our web site, www.delawareinvestments.com. For more
information about how to sign up for these services, call our Shareholder
Service Center at 800.523.1918.
Once you have completed an application, you can generally open an account with
an initial investment of $1,000--and make additional investments at any time for
as little as $100. If you are buying shares under the Uniform Gifts to Minors
Act or the Uniform Transfers to Minors Act; or through an Automatic Investing
Plan, the minimum purchase is $250, and you can make additional investments of
only $25.
14
<PAGE>
About your account (continued)
How to buy shares (continued)
We determine the Fund's net asset value (NAV) per share at the close of trading
of the New York Stock Exchange each business day that the Exchange is open. We
strive to manage the value of the Fund's securities to stabilize the Fund's net
asset value at $1.00 per share. Although we make every effort to maintain a
stable net asset value, there is no assurance that we will always be able to do
so. We calculate net asset value by adding the market value of all the
securities and assets in the Fund's portfolio, deducting all liabilities, and
dividing the resulting number by the number of shares outstanding. The result is
the net asset value per share. We price the portfolio securities of the Fund at
amortized cost.
The price you pay for shares will depend on when we receive your purchase order.
If we or an authorized agent receive your order before the close of trading on
the New York Stock Exchange (normally 4:00 p.m. Eastern Time) on a business day,
you will pay that day's closing share price which is based on the Fund's net
asset value. If we receive your order after the close of trading, you will pay
the next business day's price. A business day is any day that the New York Stock
Exchange is open for business. We reserve the right to reject any purchase
order.
15
<PAGE>
About your account (continued)
How to redeem shares
[GRAPHIC OMITTED: ILLUSTRATION OF A PERSON]
Through your financial adviser
Your financial adviser can handle all the details of redeeming your shares. Your
adviser may charge a separate fee for this service.
[GRAPHIC OMITTED: ILLUSTRATION OF AN ENVELOPE]
By mail
You can redeem shares (sell them back to the fund) by mail by writing to:
Delaware Investments, 1818 Market Street, Philadelphia, PA 19103-3682. All
owners of the account must sign the request, and for redemptions of more than
$50,000, you must include a signature guarantee for each owner. Signature
guarantees are also required when redemption proceeds are going to an address
other than the address of record on an account.
[GRAPHIC OMITTED: ILLUSTRATION OF A TELEPHONE]
By telephone
You can redeem up to $50,000 of your shares by telephone. You may have the
proceeds sent to you by check, or, if you redeem at least $1,000 of shares, you
may have the proceeds sent directly to your bank by wire. Bank information must
be on file before you request a wire redemption.
[GRAPHIC OMITTED: ILLUSTRATION OF A JAGGED LINE]
By wire
You can redeem $1,000 or more of your shares and have the proceeds deposited
directly to your bank account the next business day after we receive your
request. If you request a wire deposit, the First Union Bank fee (currently
$7.50) will be deducted from your proceeds. Bank information must be on file
before you request a wire redemption.
[GRAPHIC OMITTED: ILLUSTRATION OF A KEYPAD]
Through automated shareholder services
You can redeem shares through Delaphone, our automated telephone service, or
through our web site, www.delawareinvestments.com. For more information about
how to sign up for these services, call our Shareholder Service Center at
800.523.1918.
[GRAPHIC OMITTED: ILLUSTRATION OF A HAND HOLDING A PEN]
Through checkwriting
You may redeem shares by writing checks of $500 or more. Checks must be signed
by all owners of the account unless you indicate otherwise on your Investment
Application. Also, because dividends are declared daily, you may not close your
account by writing a check. When you write checks you are subject to the
regulations of First Union Bank and may be subject to a charge if the check
amount exceeds the value of your account.
16
<PAGE>
If you hold your shares in certificates, you must submit the certificates with
your request to sell the shares. We recommend that you send your certificates by
certified mail.
When you send us a properly completed request to redeem or exchange shares, you
will receive the net asset value as determined on the business day we receive
your request. We will send you a check, normally the next business day, but no
later than seven days after we receive your request to sell your shares. If you
purchased your shares by check, we will wait until your check has cleared, which
can take up to 15 days, before we send your redemption proceeds.
Account minimum
If you redeem shares and your account balance falls below the required account
minimum of $1,000 ($250 for Uniform Gift to Minors Act accounts or accounts with
automatic investing plans) for three or more consecutive months, you will have
until the end of the current calendar quarter to raise the balance to the
minimum. If your account is not at the minimum by the required time, you will be
charged a $9 fee for that quarter and each quarter after that until your account
reaches the minimum balance. If your account does not reach the minimum balance,
the Fund may redeem your account after 60 days' written notice to you.
Dividends, distributions and taxes
Dividends are declared daily and paid monthly. Short-term capital gains may be
paid with the daily dividend or distributed annually. We automatically reinvest
all dividends and capital, unless you tell us otherwise.
Tax laws are subject to change, so we urge you to consult your tax adviser about
your particular tax situation and how it might be affected by current tax law.
The tax status of your dividends from the Fund is the same whether you reinvest
your dividends or receive them in cash.
Distributions of tax-exempt interest income are not includable in the
shareholder's gross income for federal income tax purposes. Distributions of net
investment income received by the Fund from investments in securities other than
municipal obligations, and any net short-term capital gains realized by the
Fund, will be taxable to the shareholder as ordinary income whether received in
cash or reinvested in additional shares. Distributions of taxable net investment
income, if any, will not qualify for the deduction for dividends received by
corporations. For the fiscal year ended April 30, 1999, all of the Fund's net
income was exempt from federal income taxes.
We will send you a statement each year by January 31 detailing the amount and
nature of all dividends and capital gains that you were paid for the prior year.
17
<PAGE>
Special services
To help make investing with us as easy as possible, and to help you build your
investments, we offer the following special services.
Automatic Investing Plan
The Automatic Investing Plan allows you to make regular monthly investments
directly from your checking account.
Direct Deposit
With Direct Deposit you can make additional investments through payroll
deductions, recurring government or private payments such as Social Security or
direct transfers from your bank account.
Wealth Builder Option
With the Wealth Builder Option you can arrange automatic monthly exchanges
between your shares in one or more Delaware Investments funds. Wealth Builder
exchanges are subject to the same rules as regular exchanges (see below) and
require a minimum monthly exchange of $100 per fund.
Dividend Reinvestment Plan
Through our Dividend Reinvestment Plan, you can have your distributions
reinvested in your account or the same share class in another fund in the
Delaware Investments family. The shares that you purchase through the Dividend
Reinvestment Plan are not subject to a front-end sales charge or to a contingent
deferred sales charge. You may not reinvest distributions in Class B or Class C
shares of Delaware Investments funds.
Exchanges
You can exchange all or part of your shares for shares of the same class in
another Delaware Investments fund. If you exchange shares to a fund that has a
sales charge you will pay any applicable sales charges on your new shares. You
don't pay sales charges on shares that are acquired through the reinvestment of
dividends. You may have to pay taxes on your exchange. When you exchange shares,
you are purchasing shares in another fund so you should be sure to get a copy of
the fund's prospectus and read it carefully before buying shares through an
exchange. Generally, you may not exchange between different classes of shares;
however, you may exchange between the Consultant Class and the A Class of any
other Delaware Investments funds.
In certain circumstances, Class A shares of funds other than the Fund may be
subject to a contingent deferred sales charge for up to two years after
purchase. This would occur if the fund normally had a front-end sales charge,
but the shares were purchased without paying a sales charge and a financial
adviser was paid a commission on the purchase. If you purchase Class A shares of
another fund in this manner, you may exchange them for shares of the Fund's A or
Consultant Class. You will not have to pay the contingent deferred sales charge
at the time of the exchange. However, you may have to pay the contingent
deferred sales if you later redeem your shares of the Fund's A or Consultant
Class or if you exchange them for shares of another fund and then redeem those
shares. The time that you are invested in the Fund will count toward the
fulfillment of the two-year holding period.
18
<PAGE>
About your account (continued)
MoneyLineSM On Demand Service
Through our MoneyLineSM On Demand Service, you or your financial adviser may
transfer money between your Fund account and your predesignated bank account by
telephone request. MoneyLine has a minimum transfer of $25 and a maximum
transfer of $50,000.
MoneyLine Direct Deposit Service
Through our MoneyLine Direct Deposit Service you can have $25 or more in
dividends and distributions deposited directly to your bank account. Delaware
Investments does not charge a fee for this service; however, your bank may
assess one.
Systematic Withdrawal Plan
Through our Systematic Withdrawal Plan you can arrange a regular monthly or
quarterly payment from your account made to you or someone you designate. If the
value of your account is $5,000 or more, you can make withdrawals of at least
$25 monthly, or $75 quarterly. You may also have your withdrawals deposited
directly to your bank account through our MoneyLine Direct Deposit Service.
19
<PAGE>
Financial highlights
The financial highlights table is intended to help you understand the Fund's
financial performance. All "per share" information reflects financial results
for a single Fund share. This information has been audited by Ernst & Young LLP,
whose report, along with the Fund's financial statements, is included in the
Fund's annual report, which is available upon request by calling 800.523.1918.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
Tax-Free Money Fund
A Class
Year Ended 4/30
- --------------------------------------------------------------------------------------------------
1999 1998 1997 1996 1995
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year $1.000 $1.000 $1.000 $1.000 $1.000
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
Income from investment operations:
- --------------------------------------------------------------------------------------------------
Net investment income 0.024 0.028 0.028 0.029 0.026
----- ----- ----- ----- -----
- --------------------------------------------------------------------------------------------------
Total from investment operations 0.024 0.028 0.028 0.029 0.026
----- ----- ----- ----- -----
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
Less dividends:
- --------------------------------------------------------------------------------------------------
Dividends from net investment income (0.024) (0.028) (0.028) (0.029) (0.026)
------- ------- ------- ------- -------
- --------------------------------------------------------------------------------------------------
Total dividends (0.024) (0.028) (0.028) (0.029) (0.026)
------- ------- ------- ------- -------
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
Net asset value, end of year $1.000 $1.000 $1.000 $1.000 $1.000
====== ====== ====== ====== ======
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
Total return 2.40% 2.78% 2.79% 2.97% 2.59%
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
Ratios and supplemental data:
- --------------------------------------------------------------------------------------------------
Net assets, end of year (000 omitted) $28,136 $30,264 $32,659 $35,479 $54,444
- --------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets 1.02% 0.91% 0.82% 0.90% 0.96%
- --------------------------------------------------------------------------------------------------
Ratio of net investment income to average
net assets 2.37% 2.75% 2.75% 2.95% 2.57%
- --------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
[RESTUB]
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
Tax-Free Money Fund
Consultant Class
Year Ended 4/30
- --------------------------------------------------------------------------------------------------
1999 1998 1997 1996 1995
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year $1.000 $1.000 $1.000 $1.000 $1.000
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
Income from investment operations:
- --------------------------------------------------------------------------------------------------
Net investment income 0.024 0.028 0.028 0.029 0.026
----- ----- ----- ----- -----
- --------------------------------------------------------------------------------------------------
Total from investment operations 0.024 0.028 0.028 0.029 0.026
----- ----- ----- ----- -----
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
Less dividends:
- --------------------------------------------------------------------------------------------------
Dividends from net investment income (0.024) (0.028) (0.028) (0.029) (0.026)
------- ------- ------- ------- -------
- --------------------------------------------------------------------------------------------------
Total dividends (0.024) (0.028) (0.028) (0.029) (0.026)
------- ------- ------- ------- -------
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
Net asset value, end of year $1.000 $1.000 $1.000 $1.000 $1.000
====== ====== ====== ====== ======
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
Total return 2.40% 2.78% 2.79% 2.97% 2.59%
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
Ratios and supplemental data:
- --------------------------------------------------------------------------------------------------
Net assets, end of year (000 omitted) $1,373 $4,573 $1,529 $1,452 $1,614
- --------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets 1.02% 0.91% 0.82% 0.90% 0.96%
- --------------------------------------------------------------------------------------------------
Ratio of net investment income to average
net assets 2.37% 2.75% 2.75% 2.95% 2.57%
- --------------------------------------------------------------------------------------------------
</TABLE>
20
<PAGE>
How to read the Financial highlights
Net investment income
Net investment income includes interest income earned from the Fund's
securities; it is after expenses have been deducted.
Net asset value (NAV)
This is the value of a mutual fund share, calculated by dividing the net assets
by the number of shares outstanding.
Total return
This represents the rate that an investor would have earned or lost on an
investment in the Fund. In calculating this figure for the financial highlights
table, we include applicable fee waivers, exclude applicable front-end and
contingent deferred sales charges, and assume the shareholder has reinvested all
dividends.
Net assets
Net assets represent the total value of all the assets in the Fund's portfolio,
minus any liabilities, that are attributable to that class of the Fund.
Ratio of expenses to average net assets
The expense ratio is the percentage of net assets that a fund pays annually for
operating expenses and management fees. These expenses include accounting and
administration expenses, services for shareholders, and similar expenses.
Ratio of net investment income to average net assets
We determine this ratio by dividing net investment income by average net assets.
21
<PAGE>
[begin glossary]
How to use this glossary
Alternative minimum tax
A federal tax designed to ensure that individuals and corporations with large
incomes owe at least some income tax.
Amortized cost
Amortized cost is a method used to value a fixed-income security that starts
with the face value of the security and then adds or subtracts from that value
depending on whether the purchase price was greater or less than the value of
the security at maturity. The amount greater or less than the par value is
divided equally over the time remaining until maturity.
Average maturity
An average of when the individual bonds and other debt securities held in a
portfolio will mature.
Bond
A debt security, like an IOU, issued by a company, municipality or government
agency. In return for lending money to the issuer, a bond buyer generally
receives fixed periodic interest payments and repayment of the loan amount on a
specified maturity date. A bond's price changes prior to maturity and is
inversely related to current interest rates. When interest rates rise, bond
prices fall, and when interest rates fall, bond prices rise.
Bond ratings
Independent evaluations of creditworthiness, ranging from Aaa/AAA (highest
quality) to D (lowest quality). Bonds rated Baa/BBB or better are considered
investment grade. Bonds rated Ba/BB or lower are commonly known as junk bonds.
See also Nationally recognized statistical rating organization.
Capital
The amount of money you invest.
Capital appreciation
An increase in the value of an investment.
Commission
The fee an investor pays to a financial adviser for investment advice and help
in buying or selling mutual funds, stocks, bonds or other securities.
Compounding
Earnings on an investment's previous earnings.
Consumer Price Index (CPI)
Measurement of U.S. inflation; represents the price of a basket of commonly
purchased goods.
Contingent deferred sales charge (CDSC)
Fee charged by some mutual funds when shares are redeemed (sold back to the
fund) within a set number of years; an alternative method for investors to
compensate a financial adviser for advice and service, rather than an up-front
commission.
Corporate bond
A debt security issued by a corporation. See bond.
Cost basis
The original purchase price of an investment, used in determining capital gains
and losses.
22
<PAGE>
Diversification
The process of spreading investments among a number of different securities,
asset classes or investment styles to reduce the risks of investing.
Dividend distribution
Payments to mutual fund shareholders of dividends passed along from the fund's
portfolio of securities.
Expense ratio
A mutual fund's total operating expenses, expressed as a percentage of its total
net assets. Operating expenses are the costs of running a mutual fund, including
management fees, offices, staff, equipment and expenses related to maintaining
the fund's portfolio of securities and distributing its shares. They are paid
from the fund's assets before any earnings are distributed to shareholders.
Financial adviser
Financial professional (e.g., broker, banker, accountant, planner or insurance
agent) who analyzes clients' finances and prepares personalized programs to meet
objectives.
Fixed-income securities
With fixed-income securities, the money you originally invested is paid back at
a pre-specified maturity date. These securities, which include government,
corporate or municipal bonds, as well as money market securities, typically pay
a fixed rate of return (often referred to as interest). See bond.
Inflation
The increase in the cost of goods and services over time. U.S. inflation is
frequently measured by changes in the Consumer Price Index (CPI).
Investment goal
The objective, such as long-term capital growth or high current income, that a
mutual fund pursues.
Liquidity
The ease with which an investment can be converted into cash without a
significant loss of principal. Money market funds are considered to be highly
liquid.
Management fee
The amount paid by a mutual fund to the investment adviser for management
services, expressed as an annual percentage of the fund's average daily net
assets.
Maturity
The length of time until a bond issuer must repay the underlying loan principal
to bondholders.
National Association of Securities Dealers (NASD)
A self-regulating organization, consisting of brokerage firms (including
distributors of mutual funds), that is responsible for overseeing the actions of
its members.
Nationally recognized statistical rating organization (NRSRO)
A company that assesses the credit quality of bonds, commercial paper, preferred
and common stocks and municipal short-term issues, rating the probability that
the issuer of the debt will meet the scheduled interest payments and repay the
principal. Ratings are published by such companies as Moody's Investors Service
(Moody's), Standard & Poor's Corporation (S&P), Duff & Phelps, Inc. (Duff), and
Fitch Investor Services, Inc. (Fitch).
Net asset value (NAV)
The daily dollar value of one mutual fund share. Equal to a fund's net assets
divided by the number of shares outstanding.
Principal
Amount of money you invest (also called capital). Also refers to a bond's
original face value, due to be repaid at maturity.
23
<PAGE>
Prospectus
The official offering document that describes a mutual fund, containing
information required by the SEC, such as investment objectives, policies,
services and fees.
Redeem
To cash in your shares by selling them back to the mutual fund.
Risk
Generally defined as variability of value; also credit risk, inflation risk,
currency and interest rate risk. Different investments involve different types
and degrees of risk.
Sales charge
Charge on the purchase or redemption of fund shares sold through financial
advisers. May vary with the amount invested. Typically used to compensate
advisers for advice and service provided.
SEC (Securities and Exchange Commission)
Federal agency established by Congress to administer the laws governing the
securities industry, including mutual fund companies.
Share classes
Different classifications of shares; mutual fund share classes offer a variety
of sales charge choices.
Signature guarantee
Certification by a bank, brokerage firm or other financial institution that a
customer's signature is valid; signature guarantees can be provided by members
of the STAMP program.
Statement of Additional Information (SAI)
The document serving as "Part B" of a fund's prospectus that provides more
detailed information about the fund's organization, investments, policies and
risks.
Total return
An investment performance measurement, expressed as a percentage, based on the
combined earnings from dividends, capital gains and change in price over a given
period.
Uniform Gift to Minors Act and Uniform Transfers to Minors Act
Federal and state laws that provide a simple way to transfer property to a minor
with special tax advantages.
Volatility
The tendency of an investment to go up or down in value by different magnitudes.
Investments that generally go up or down in value in relatively small amounts
are considered "low volatility" investments, whereas those investments that
generally go up or down in value in relatively large amounts are considered
"high volatility" investments. [end glossary]
24
<PAGE>
Delaware Tax-Free Money Fund
Additional information about the Fund's investments is available in the Fund's
annual and semi-annual reports to shareholders. In the Fund's shareholder
reports, you will find a discussion of the market conditions and investment
strategies that significantly affected the Fund's performance during the report
period. You can find more detailed information about the Fund in the current
Statement of Additional Information, which we have filed electronically with the
Securities and Exchange Commission (SEC) and which is legally a part of this
prospectus. If you want a free copy of the Statement of Additional Information,
the annual or semi-annual report, or if you have any questions about investing
in the Fund, you can write to us at 1818 Market Street, Philadelphia, PA 19103,
or call toll-free 800.523.1918. You may also obtain additional information about
the Fund from your financial adviser.
You can find reports and other information about the Fund on the SEC web site
(http://www.sec.gov), or you can get copies of this information, after payment
of a duplicating fee, by writing to the Public Reference Section of the SEC,
Washington, D.C. 20549-6009. Information about the Fund, including its Statement
of Additional Information, can be reviewed and copied at the Securities and
Exchange Commission's Public Reference Room in Washington, D.C. You can get
information on the public reference room by calling the SEC at 1.800.SEC.0330.
Web site
www.delawareinvestments.com
E-mail
[email protected]
Shareholder Service Center
800.523.1918
Call the Shareholder Service Center Monday to Friday, 8 a.m. to 8 p.m. Eastern
Time:
o For fund information; literature; price, yield and performance figures.
o For information on existing regular investment accounts including wire
investments; wire redemptions; telephone redemptions and telephone
exchanges.
Delaphone Service
800.362.FUND (800.362.3863)
o For convenient access to account information or current performance
information on all Delaware Investments Funds seven days a week, 24 hours a
day, use this Touch-Tone(R) service.
Investment Company Act file number: 811-3120
--------------------------------------------------------------
Cusip Number Nasdaq Symbol
--------------------------------------------------------------
Class A 245911102 DTFXX
--------------------------------------------------------------
Consultant Class 245911201 N/A
--------------------------------------------------------------
DELAWARE
INVESTMENTS
-----------
Philadelphia * London
P-___ [--] PP 8/99
25
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
August 27, 1999
DELAWARE TAX-FREE MONEY FUND
1818 Market Street
Philadelphia, PA 19103
For Prospectus and Performance: Nationwide 800-523-1918
Information on Existing Accounts: (SHAREHOLDERS ONLY)
Nationwide 800-523-1918
Dealer Services: (BROKER/DEALERS ONLY)
Nationwide 800-362-7500
Delaware Group Tax-Free Money Fund ("Tax-Free Money Fund") is a
professionally-managed mutual fund which offers one series of shares: Delaware
Tax-Free Money Fund (the "Fund").
The Fund offers Class A Shares and Consultant Class Shares
(individually, a "Class" and collectively, the "Classes").
This Statement of Additional Information ("Part B" of the registration
statement) supplements the information contained in the current Prospectus for
the Fund dated August 27, 1999, as it may be amended from time to time.
Part B should be read in conjunction with the Prospectus. Part B is not itself a
prospectus but is, in its entirety, incorporated by reference into the
Prospectus. A prospectus may be obtained by writing or calling your investment
dealer or by contacting the Fund's national distributor, Delaware Distributors,
L.P. (the "Distributor"), at the above address or by calling the above phone
numbers. The Fund's financial statements, the notes relating thereto, the
financial highlights and the report of independent auditors are incorporated by
reference from the Annual Report into this Part B. The Annual Report will
accompany any request for Part B. The Annual Report can be obtained, without
charge, by calling 800-523-1918.
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
Cover Page Taxes
- --------------------------------------------------------------------------------
Investment Objective and Policies Investment Management Agreement
- --------------------------------------------------------------------------------
Performance Information Officers and Trustees
- --------------------------------------------------------------------------------
Trading Practices General Information
- --------------------------------------------------------------------------------
Purchasing Shares Financial Statements
- --------------------------------------------------------------------------------
Offering Price Appendix A - Description of Ratings
- --------------------------------------------------------------------------------
Redemption and Exchange Appendix B - Investment Objectives of the
Delaware Investments Funds
- --------------------------------------
Dividends and Distributions
- --------------------------------------------------------------------------------
-1-
<PAGE>
INVESTMENT OBJECTIVE AND POLICIES
The investment objective of the Fund is to seek a high level of current
income, exempt from federal income tax, consistent with preservation of
principal and maintenance of liquidity. There is no assurance that this
objective can be achieved.
The Fund maintains a net asset value at $1.00 per share by valuing its
securities on an amortized cost basis. See Offering Price. The Fund maintains a
dollar weighted average portfolio maturity of not more than 90 days and does not
purchase any issue having a remaining maturity of more than 397 days. In
addition, the Fund limits its investments, including repurchase agreements, to
those instruments which the Board of Trustees determines present minimal credit
risks and which are of high quality and otherwise will meet the maturity,
quality and diversification conditions with which tax-exempt money market funds
must comply. In the event of a marked increase in current interest rates or of a
national credit crisis, principal values could be adversely affected. While the
Fund will make every effort to maintain a fixed net asset value of $1.00 per
share, there can be no assurance that this objective will be achieved.
The Fund's investments may include municipal bonds and notes, tax-free
commercial paper and short-term tax-free notes. They may also include
construction loan notes, project notes, tax anticipation notes, bond
anticipation notes, revenue anticipation notes and pre-refunded obligations
issued by states, territories and possessions of the United States, the District
of Columbia, political subdivisions of the above and duly constituted
authorities and corporations, the interest from which is wholly exempt from
federal income tax.
The Fund invests primarily in municipal obligations. "Municipal
obligations" include "general obligation" and "revenue" issues. General
obligation issues are secured by the issuer's pledge of its full faith, credit
and taxing power for the payment of principal and interest. Revenue issues are
payable only from the revenues derived from a particular facility or class of
facilities. Municipal obligations may be issued for various public purposes,
including the construction of a wide range of public facilities such as
airports, bridges, highways, housing, hospitals, mass transportation, schools,
streets and water and sewer works. Other public purposes for which municipal
bonds may be issued include refunding outstanding obligations, obtaining funds
for general operating expenses and obtaining funds to lend to other public
institutions and facilities. In addition, certain types of industrial
development obligations are issued by or on behalf of public authorities to
obtain funds to provide privately-operated housing facilities, sports
facilities, convention or trade show facilities, airport, mass transit, port or
parking facilities, air or water pollution control facilities and certain local
facilities for water supply, gas, electricity or sewage or solid waste
disposals. Such obligations are included within the term "municipal obligations"
provided that the interest paid thereon qualifies as exempt from federal income
tax in the opinion of bond counsel to the issuer. In addition, the interest paid
on industrial development obligations, the proceeds from which are used for the
construction, equipment, repair or improvement of privately-operated industrial
or commercial facilities, may be exempt from federal income tax, although
current federal tax laws place substantial limitations on the size of such
issues. Tax-exempt industrial development obligations are in most cases revenue
obligations and do not generally carry the pledge of the credit of the issuing
municipality.
The Fund may also purchase project notes issued by local agencies under
a program administered by the United States Department of Housing and Urban
Development. Project notes are secured by the full faith and credit of the
United States.
The Fund may invest up to 20% of its net assets in securities the
income from which is subject to the federal alternative minimum tax. Although
exempt from regular federal income tax, interest paid on certain municipal
obligations (commonly referred to as "private activity" or "private purpose"
bonds) is deemed to be a
-2-
<PAGE>
preference item under federal tax law and is subject to the federal alternative
minimum tax. The Tax Reform Act of 1986 (the "Act") limits the amount of new
"private purpose" bonds that each state can issue and subjects interest income
from these bonds to the federal alternative minimum tax. "Private purpose" bonds
are issues whose proceeds are used to finance certain non-government activities,
such as privately-owned sports and convention facilities. The Act also makes the
tax-exempt status of certain bonds depend upon the issuer's compliance with
specific requirements after the bonds are issued.
The Fund intends to seek to achieve a high level of tax-exempt income.
However, if the Fund invests in newly-issued private purpose bonds, a portion of
its distributions would be subject to the federal alternative minimum tax
applicable to certain shareholders.
The ratings of Standard & Poor's Ratings Group ("S&P") and Moody's
Investors Service, Inc. ("Moody's") represent their opinions as to the quality
of the municipal issues which they undertake to rate. It should be emphasized,
however, that ratings are general and are not absolute standards of quality.
These ratings are the initial criteria for selection of portfolio investments,
but the Fund will further evaluate these securities. If at the time of purchase,
a security or, as relevant, its issuer is rated in one of the two highest rating
categories (e.g. for municipal bonds, AA or better by S&P or Aa or better by
Moody's; for tax-free commercial paper and short-term tax-free notes, A-2 or
better by S&P or P-2 or better by Moody's; and for state or municipal notes,
MIG-2 or better by Moody's) by at least two nationally-recognized statistical
rating organizations (or if rated by only one such organization, so rated by
such organization). If the security or, as relevant, its issuer has not been
rated, the Manager must determine that the security is comparable to securities
that are rated in one of the two highest rating categories in accordance with
the conditions with which tax-exempt money market funds must comply. The Fund
will not invest more than 5% of its total assets in securities rated in the
second highest category by a rating organization. The Fund may also invest in
U.S. government securities (as defined in the Investment Company Act of
1940 (the "1940 Act")).
See Appendix A for a description of municipal obligations ratings.
The Fund may also invest in variable or floating rate demand obligation
instruments and other municipal securities with a maturity in excess of 397
days, but which have a demand feature whereby the Fund may tender the instrument
or security back to the issuer or to another entity as described below,
consistent with the conditions with which tax-exempt money market funds must
comply. Such obligations may be backed by a Letter of Credit or other guarantee.
The Fund will consider the rating of the guarantor and the nature of the
guarantee in evaluating the quality of the obligation.
Generally, a demand feature entitles the Fund to require the provider
of the demand feature to purchase the securities from the Fund at their
principal amount (usually with accrued interest) within a fixed period
(generally seven days, but the period may be longer) following a demand by the
Fund. Certain securities with a demand feature permit the Fund to tender the
security only at the time of an interest rate adjustment or at other fixed
intervals. The demand feature may be provided by the issuer of the underlying
security, a bank, a dealer in the securities or by another third party, and may
not be transferred separately from the underlying security. Certain demand
features are conditional which means that they may not be exercised or may
terminate under certain limited circumstances. The bankruptcy or receivership
of, or default by, the provider of the demand feature, or a default on the
underlying security or other event that terminates the demand feature before its
exercise will adversely affect the liquidity of the underlying security.
As described above, the Fund invests in securities backed by banks and
other financial institutions. As a result, changes in the credit quality of
these institutions could cause losses to the Fund and affect its share price.
However, the Fund is managed in accordance with the diversification, quality and
other restrictions applicable
-3-
<PAGE>
under the 1940 Act to tax-exempt money market funds. Such restrictions are
designed to minimize the effect that any one security in the Fund's portfolio
may have on the Fund's performance and share price.
The Fund may not, at the time of purchase, invest more than 25% of its
assets in securities of governmental subdivisions located in any one state,
territory or U.S. possession. It may invest up to 25% of its assets in
short-term, tax-exempt project notes guaranteed by the U.S. government,
regardless of the location of the issuing municipality.
Up to 20% of the Fund's portfolio may be invested in issues which are
not exempt from federal income tax such as commercial paper, corporate notes,
certificates of deposit, obligations of the U.S. government, its agencies or
instrumentalities, when-issued securities and repurchase agreements of the above
issuers. Any such investments will meet the conditions with which tax-exempt
money market funds must comply when purchasing such instruments.
While the Fund intends to hold its investments until maturity when they
will be redeemable at their full principal value plus accrued interest, attempts
may be made, from time to time, to increase its yield by trading to take
advantage of market variations. Also, revised evaluations of the issuer or
redemptions may cause sales of portfolio investments prior to maturity or at
times when such sales might otherwise not be desirable. The Fund's right to
borrow to facilitate redemptions may reduce but does not guarantee a reduction
in the need for such sales. The Fund will not purchase new securities while any
borrowings are outstanding. See Dividends and Distributions and Taxes for the
effect of any capital gains distributions.
A shareholder's rate of return will vary with the general interest rate
levels applicable to the instruments in which the Fund invests. The rate of
return and the net asset value will be affected by such other factors as sales
of portfolio securities prior to maturity and the Fund's operating expenses.
When-Issued Securities
The Fund may invest in "when-issued securities." New issues of
municipal obligations are frequently offered on a when-issued basis; that is,
delivery and payment for the municipal obligations normally take place from five
to not more than 45 days after the date of the commitment to purchase. The
payment obligation and the interest rate that will be received on the municipal
obligations are each fixed at the time the buyer enters into the commitment.
During the time between the commitment and settlement the Fund does not accrue
interest, but the market value of the securities may fluctuate. This can result
in the Fund's share value increasing or decreasing. The Fund will set aside in a
segregated account liquid assets equal in value to commitments for such
when-issued securities to pay for them and mark it to market daily. Delayed
delivery agreements will not be used in a speculative manner.
Demand Features
The Fund may invest in certain municipal securities that have a demand
feature provided by a bank, a dealer in the securities or another third party,
which enables the Fund to sell the securities to the provider of the demand
feature. Such investments may require the Fund to pay "tender fees" or other
fees for the various features provided. The Fund intends to take the position
that it is the owner of any municipal securities that have a demand feature
provided by a third party and that tax-exempt interest earned with respect to
such municipal securities will be tax-exempt in its hands. However, the Internal
Revenue Service (the "Service") ordinarily does not issue advance ruling letters
relating to the identity of the true owner of property in cases involving the
sale of securities if the purchaser has the right to cause the security to be
purchased by a third party, and there can be no assurance that the Service will
agree with the Fund's position in any particular case.
-4-
<PAGE>
Additionally, the federal income tax treatment of certain other aspects of these
investments, including the treatment of tender fees, in relation to various
regulated investment company tax provisions is unclear. However, Delaware
Management Company (the "Manager") intends to manage the Fund's portfolio in a
manner designed to minimize any adverse impact from the tax rules applicable to
these investments.
Asset-Backed Securities
The Fund may also invest in securities which are backed by assets such
as receivables on home equity and credit card loans, and receivables regarding
automobile, mobile home and recreational vehicle loans, wholesale dealer floor
plans and leases. All such securities must be rated in the highest rating
category by a reputable credit rating agency (e.g., AAA by S&P's or Aaa by
Moody's). The credit quality of most asset-backed securities depends primarily
on the credit quality of the assets underlying such securities, how well the
entities issuing the securities are insulated from the credit risk of the
originator or affiliated entities, and the amount of credit support provided to
the securities. Such receivables typically are securitized in either a
pass-through or a pay-through structure. Pass-through securities provide
investors with an income stream consisting of both principal and interest
payments in respect of the receivables in the underlying pool. Pay-through
asset-backed securities are debt obligations issued usually by a special purpose
entity, which are collateralized by the various receivables and in which the
payments on the underlying receivables provide the funds to pay the debt service
on the debt obligations issued. The Fund may invest in these and other types of
asset-backed securities that may be developed in the future. It is the Fund's
current policy to limit asset-backed investments to those represented by
interests in credit card receivables, wholesale dealer floor plans, home equity
loans and automobile loans.
The rate of principal payment on asset-backed securities generally
depends upon the rate of principal payments received on the underlying assets.
Such rate of payments may be affected by economic and various other factors such
as changes in interest rates. Therefore, the yield may be difficult to predict
and actual yield to maturity may be more or less than the anticipated yield to
maturity. Such asset-backed securities also involve certain other risks,
including the risk that security interests cannot be adequately or in many
cases, ever, established. In addition, with respect to credit card receivables,
a number of state and federal consumer credit laws give debtors the right to set
off certain amounts owed on the credit cards, thereby reducing the outstanding
balance. In the case of automobile receivables, there is a risk that the holders
may not have either a proper or first security interest in all of the
obligations backing such receivables due to the large number of vehicles
involved in a typical issuance and technical requirements under state laws.
Therefore, recoveries on repossessed collateral may not always be available to
support payments on the securities.
Asset-backed securities are often backed by a pool of assets
representing the obligations of a number of different parties. To lessen the
effect of failures by obligors on underlying assets to make payments, such
securities may contain elements of credit support. Such credit support falls
into two categories: (i) liquidity protection, and (ii) protection against
losses resulting from ultimate default by an obligor on the underlying assets.
Liquidity protection refers to the provision of advances, generally by the
entity administering the pool of assets, to ensure that the receipt of payments
due on the underlying pool is timely. Protection against losses resulting from
ultimate default enhances the likelihood of payments of the obligations on at
least some of the assets in the pool. Such protection may be provided through
guarantees, insurance policies or letters of credit obtained by the issuer or
sponsor from third parties, through various means of structuring the transaction
or through a combination of such approaches. The Fund will not pay any
additional fees for such credit support, although the existence of credit
support may increase the price of a security.
Examples of credit support arising out of the structure of the
transaction include "senior-subordinated securities" (multiple class securities
with one or more classes subordinate to other classes as to the payment of
principal thereof and interest thereon, with the result that defaults on the
underlying assets are borne first by the
-5-
<PAGE>
holders of the subordinated class), the creation of "reserve funds" (where cash
or investments, sometimes funded from a portion of the payments on the
underlying assets, are held in reserve against future losses) and
"over-collateralization" (where the scheduled payments on, or the principal
amount of, the underlying assets exceed that required to make payments of the
securities and pay any servicing or other fees). The degree of credit support
provided for each issue is generally based on historical information respecting
the level of credit risk associated with the underlying assets. Delinquencies or
losses in excess of those anticipated could adversely affect the return on an
investment in such issue.
Although the Fund is permitted by its investment policies to invest up
to 20% of its assets in securities of this type, it does not presently intend to
invest more than 5% of its assets in such securities.
Restricted and Illiquid Securities
The Fund may invest in restricted securities, including securities
eligible for resale without registration pursuant to Rule 144A ("Rule 144A
Securities") under the Securities Act of 1933 (the "1933 Act"). Rule 144A
permits many privately placed and legally restricted securities to be freely
traded among certain institutional buyers such as the Fund. The Fund may invest
no more than 10% of the value of its net assets in illiquid securities,
including repurchase agreements maturing in more than seven days.
While maintaining oversight, the Board of Trustees has delegated to the
Manager the day-to-day function of determining whether or not individual Rule
144A Securities are liquid for purposes of the Fund's 10% limitation on
investments in illiquid assets. The Board has instructed the Manager to consider
the following factors in determining the liquidity of a Rule 144A Security: (i)
the frequency of trades and trading volume for the security; (ii) whether at
least three dealers are willing to purchase or sell the security and the number
of potential purchasers; (iii) whether at least two dealers are making a market
in the security; and (iv) the nature of the security and the nature of the
marketplace trades (e.g., the time needed to dispose of the security, the method
of soliciting offers, and the mechanics of transfer).
If the Manager determines that a Rule 144A Security which was
previously determined to be liquid is no longer liquid and, as a result, the
Fund's holdings of illiquid securities exceed the Fund's 10% limit on
investments in such securities, the Manager will determine what action to take
to ensure that the Fund continues to adhere to such limitation.
Repurchase Agreements
The Fund may also invest in repurchase agreements sold by banks or
brokers collateralized by securities in which the Fund can invest directly. A
repurchase agreement is an instrument under which securities are purchased from
a bank or securities dealer with an agreement by the seller to repurchase the
securities. Under a repurchase agreement, the purchaser acquires ownership of
the security but the seller agrees, at the time of sale, to repurchase it at a
mutually agreed upon time and price. The Fund will take custody of the
collateral under repurchase agreements. Repurchase agreements may be construed
to be collateralized loans by the purchaser to the seller secured by the
securities transferred. The resale price is in excess of the purchase price and
reflects an agreed upon market rate unrelated to the coupon rate or maturity of
the purchased security. Such transactions afford an opportunity for the Fund to
invest temporarily available cash on a short-term basis. The Fund's risk is
limited to the seller's ability to buy the security back at the agreed upon sum
at the agreed upon time, since the repurchase agreement is secured by the
underlying government obligation.
-6-
<PAGE>
Investment Restrictions
Tax-Free Money Fund has adopted the following restrictions for
the Fund which cannot be changed without approval by the holders of a
"majority" of the Fund's outstanding shares, which is a vote by the holders of
the lesser of a) 67% or more of the voting securities present in person or by
proxy at a meeting, if the holders of more than 50% of the outstanding voting
securities are present or represented by proxy; or b) more than 50% of the
outstanding voting securities. The percentage limitations contained in the
restrictions and policies set forth herein apply at the time of purchase of
securities.
The Fund shall not:
1. Make investments that will result in the concentration (as that term
may be defined in the 1940 Act, any rule or other thereunder, or U.S. Securities
and Exchange Commission ("SEC") staff interpretation thereof) of its investments
in the securities of issuers primarily engaged in the same industry, provided
that this restriction does not limit the Fund from investing in obligations
issued or guaranteed by the U.S. government, its agencies or instrumentalities,
or in certificates of deposit.
2. Borrow money or issue senior securities, except as the 1940 Act, any
rule or order thereunder, or SEC staff interpretation thereof, may permit.
3. Underwrite the securities of other issuers, except that the Fund may
engage in transactions involving the acquisition, disposition or resale of its
portfolio securities, under circumstances where it may be considered to be an
underwriter under the 1933 Act.
4. Purchase or sell real estate, unless acquired as a result of
ownership of securities or other instruments and provided that this restriction
does not prevent the Fund from investing in issuers which invest, deal or
otherwise engage in transactions in real estate or interests therein, or
investing in securities that are secured by real estate or interests therein.
5. Purchase or sell physical commodities, unless acquired as a result
of ownership of securities or other instruments and provided that this
restriction does not prevent the Fund from engaging in transactions involving
futures contracts and options thereon or investing in securities that are
secured by physical commodities.
6. Make loans, provided that this restriction does not prevent the Fund
from purchasing debt obligations, entering into repurchase agreements, loaning
its assets to broker/dealers or institutional investors and investing in loans,
including assignments and participation interests.
In addition to the fundamental policies and investment restrictions
described above, and the various general investment policies described in the
Prospectus, the Fund will be subject to the following investment
restrictions, which are considered non-fundamental and may be changed by the
Board of Trustees without shareholder approval.
1. The Fund is permitted to invest in other investment companies,
including open-end, closed-end or unregistered investment companies, either
within the percentage limits set forth in the 1940 Act, any rule or order
thereunder, or SEC staff interpretation thereof, or without regard to percentage
limits in connection with a merger, reorganization, consolidation or other
similar transaction. However, the Fund may not operate as a "fund of funds"
which invests primarily in the shares of other investment companies as permitted
by Section 12(d)(1)(F) or (G) of the 1940 Act, if its own shares are utilized as
investments by such a "fund of funds."
2. The Fund may not invest more than 15% of its net assets in
securities which it cannot sell or dispose of in the ordinary course of business
within seven days at approximately the value at which the Fund has
-7-
<PAGE>
valued the investment.
The following sets forth additional investment restrictions for the
Fund, which are considered non-fundamental and may be changed by the Board of
Trustees without shareholder approval. The percentage limitations contained in
the restrictions and policies set forth herein apply at the time of purchase of
securities.
The Fund shall not:
1. Invest more than 20% of its assets in securities other than tax-free
money market instruments as defined above, unless extraordinary circumstances
dictate a more defensive posture.
2. Borrow an amount in excess of 5% of the value of its net assets and
then only as a temporary measure for extraordinary purposes or to facilitate
redemptions. Any outstanding borrowings shall be repaid before additional
securities are purchased.
3. Sell securities short or purchase securities on margin.
4. Write or purchase put options or call options.
5. Underwrite the securities of other issuers, except that the Fund may
acquire portfolio securities under circumstances where, if the securities are
later publicly offered or sold by the Fund, it might be deemed an underwriter
for purposes of the 1933 Act. Not more than 10% of the value of the Fund's
net assets at the time of acquisition will be invested in such securities.
6. Purchase or sell commodities or commodity contracts.
7. Purchase or sell real estate, but this shall not prevent the Fund
from investing in securities secured by real estate or interests therein, or
securities issued by companies which invest in real estate or interests therein.
8. Make loans to other persons except by the purchase of obligations in
which the Fund is authorized to invest and to enter into repurchase agreements.
Not more than 10% of the Fund's total assets will be invested in repurchase
agreements maturing in more than seven days and in other illiquid assets.
9. Purchase securities of any issuer (except the U.S. government, its
agencies or instrumentalities or securities which are backed by the full faith
and credit of the United States) if, as a result, more than 5% of its total
assets would be invested in the securities of such issuer.
10. Invest in issuers for the purpose of exercising control.
11. Invest in securities of other investment companies, except as they
may be acquired as part of a merger, consolidation or acquisition of assets.
12. Purchase securities if, as a result of such purchase, more than 25%
of the value of its assets would be invested in the securities of government
subdivisions located in any one state, territory or possession of the United
States. The Fund may invest more than 25% of the value of its assets in
short-term tax-exempt project notes which are guaranteed by the U.S. government,
regardless of the location of the issuing municipality.
-8-
<PAGE>
13. Retain in the portfolio of the Fund securities issued by an issuer
any of whose officers, trustees or security holders is an officer or director of
the Fund or of the investment manager of the Fund if after the purchase of the
securities of such issuer by the Fund one or more of such officers or trustees
owns beneficially more than 1/2 of 1% of the shares or securities or both of
such issuer and such officers and trustees owning more than 1/2 of 1% of such
shares or securities together own beneficially more than 5% of such shares or
securities.
14. Invest funds in securities whose issuers or guarantors of principal
and interest (including predecessors) have a record of less than three years'
continuous operation if such purchase at the time thereof would cause more than
5% of the total Fund assets to be invested in the securities of such issuers or
guarantors.
15. Invest in direct interests in oil, gas or other mineral exploration
or development programs.
Although not a fundamental investment restriction, the Fund currently
does not invest its assets in real estate limited partnerships. In addition, the
Fund excludes from the 5% limitation set forth in investment restriction number
9 above, those municipal securities that are refunded with U.S. government
securities, commonly known as pre-refunded municipal securities, which the staff
of the SEC deems to constitute U.S. government securities as that term is
defined in the 1940 Act.
-9-
<PAGE>
PERFORMANCE INFORMATION
For the seven-day period ended April 30, 1999, the annualized current
yield of Class A Shares and Consultant Class Shares was 2.41% for each
Class and the compounded effective yield was 2.44% for each Class. These
yields will fluctuate daily as income earned fluctuates and is not guaranteed.
On this date, the weighted average portfolio maturity was 47 days for the
Fund. The current yield of Class A Shares is expected to be slightly higher than
that of Consultant Class Shares during any period that the distribution fee
under the Fund's 12b-1 Plan for Consultant Class Shares is being paid. The Board
of Trustees of the Fund suspended 12b-1 Plan payments from Consultant Class
Shares to the Distributor, effective June 1, 1990. Such payments may be
reinstituted in the future with prior approval of the Board of Trustees.
Shareholders and prospective investors will be interested in learning
from time to time the current and the effective compounded yield of a Class of
shares. As explained under Dividends and Distributions, dividends are declared
daily from net investment income. The current yield of the Fund's Classes of
shares is calculated as follows:
The calculation begins with the value of a hypothetical account of one
share at the beginning of a seven-day period; this is compared with the value of
that same account at the end of that seven-day period (including shares
purchased for the account with dividends earned during the period). The net
change in the account value is generally the net income earned per share during
the period, which consists of accrued interest income plus or minus amortized
purchase discount or premium, less all accrued expenses (excluding expenses
reimbursed by the investment manager) but does not include realized gains or
losses or unrealized appreciation or depreciation.
The current yield of the Classes represents the net change in this
hypothetical account annualized over 365 days. In addition, a shareholder may
achieve a compounding effect through reinvestment of dividends which is
reflected in each Class' effective yield.
The Fund may also publish a tax-equivalent yield for each Class based
on federal and, if applicable, state tax rates, which demonstrates the taxable
yield necessary to produce an after-tax yield equivalent to each such Class'
yield. For the seven-day period ended April 30, 1999, the tax-equivalent yield
of Class A Shares and Consultant Class Shares was 3.49%, assuming a
federal income tax rate of 31%. These yields were computed by dividing that
portion of a Class' yield which is tax-exempt by one minus a stated income tax
rate (in this case, a federal income tax rate of 31%) and adding the product to
that portion, if any, of the yield that is not tax-exempt. In addition, the Fund
may advertise a tax-equivalent yield assuming other income tax rates, when
applicable. Yield fluctuates and is not guaranteed. The tax-equivalent yield
does not consider the effect of applicable deductions or state income taxes.
Past performance is not an indication of future results.
-10-
<PAGE>
The following table is an example, for purposes of illustration only,
of the current and effective yield calculations for the seven-day period ended
April 30, 1999 for each Class. Past performance is not an indication of future
results.
<TABLE>
<CAPTION>
Consultant
Class A Class
Shares Shares
<S> <C> <C>
Value of a hypothetical account with one share
at the beginning of the period.................................. $1.00000000 $1.00000000
Value of the same account at the end of the period..................... 1.00046275 1.00046273
=========== ===========
Net change in account value............................................ .00046275(1) .00046273(1)
=========== ===========
Base period return = net change in account
value/beginning account value................................... .00046275 .00046273
=========== ===========
Current yield base period return x (365/7)............................. 2.41%(2) 2.41%(2)
=========== ===========
Effective yield (1 + base period)365/7 - 1............................. 2.44%(3) 2.44%(3)
=========== ===========
</TABLE>
Weighted average life to maturity of the portfolio on April 30, 1999 was
47 days.
(1) This represents the net income per share for the seven calendar days ended
April 30, 1999.
(2) This represents the average of annualized net investment income per share
for the seven calendar days ended April 30, 1999.
(3) This represents the current yield for the seven calendar days ended April
30, 1999 compounded daily.
The Prospectus and this Part B may be in use for a full year and,
accordingly, it can be expected that yields will fluctuate substantially from
the example shown above.
The yield quoted at any time represents the amount being earned on a
current basis and is a function of the types of instruments in the Fund's
portfolio, their quality and length of maturity and the Fund's operating
expenses. The length of maturity for the portfolio is the average dollar
weighted maturity of the portfolio. This means that the portfolio has an average
maturity of a stated number of days for its issues. The calculation is weighted
by the relative value of the investment.
The yield will fluctuate daily as the income earned on the investments
of the Fund fluctuates. Accordingly, there is no assurance that the yield quoted
on any given occasion will remain in effect for any period of time. The current
yield may include income which is not exempt from federal income tax since the
Fund is permitted to invest a portion of its investments in non-tax-exempt
securities. It also should be emphasized that the Fund is an open-end investment
company and that there is no guarantee that the net asset value or any stated
rate of return will remain constant. A shareholder's investment in the Fund is
not insured. Investors comparing results of the Fund with investment results and
yields from other sources such as banks or savings and loan associations should
understand these distinctions. Historical and comparative yield information may,
from time to time, be presented by the Fund. Although the Fund determines the
yield on the basis of a seven calendar day period, it may use a different time
span from time to time.
-11-
<PAGE>
Other funds of the money market type may calculate their yield on a
different basis and the yield quoted by the Fund could vary upward or downward
if another method of calculation or base period were used. Shareholders and
prospective investors who wish to learn the current yield of the Fund may call
toll free, nationwide 800-523-1918.
The average annual total compounded rate of return of each Class is
based on a hypothetical $1,000 investment that includes capital appreciation and
depreciation during the stated periods. The following formula will be used for
the actual computations:
--------------------------------------------------------------------
n
P(1+T) = ERV
--------------------------------------------------------------------
Where: P = a hypothetical initial purchase order of $1,000;
--------------------------------------------------------------------
T = average annual total return;
--------------------------------------------------------------------
n = number of years;
--------------------------------------------------------------------
ERV = redeemable value of the hypothetical $1,000
purchase at the end of the period.
--------------------------------------------------------------------
The performance, as shown below, is the average annual total return
quotations for each Class through April 30, 1999, calculated as an average
annual compounded rate of return for the periods indicated. For this purpose,
the calculations assume the reinvestment of all dividend distributions paid
during the indicated periods. Interest rates fluctuated during the period
covered by the table and the Fund's results should not be considered as
representative of future performance. Total return for Consultant Class Shares
for the periods prior to the commencement of operations of such Class is based
on the performance of Class A Shares. For periods prior to the commencement of
operations of Consultant Class Shares, the total return calculation does not
reflect the 12b-1 payments that were applicable to such Class during the period
March 15, 1988 through June 1, 1990. If such payments were reflected in the
calculations, performance would have been affected.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
Average Annual Total Return
- ------------------------------------------------------------------------------------------------
1 year 3 years 5 years 10 years 15 years Life of Fund
ended ended ended ended ended
4/30/99 4/30/99 4/30/99 4/30/99 4/30/99
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Class A
(inception
9/17/81) 2.40% 2.66% 2.71% 3.09% 3.63% 3.96%
- ------------------------------------------------------------------------------------------------
Consultant Class
(inception
3/15/88) 2.40% 2.66% 2.71% 3.06% 3.59% 3.93%
- ------------------------------------------------------------------------------------------------
</TABLE>
From time to time, the Fund may also quote current yield information of
the Classes with the sample average rates paid on bank money market deposit
accounts. The bank money market deposit averages are the stated rates of 100
large banks and thrifts in the top five standard metropolitan statistical areas
as determined by the Bank Rate Monitor. The Fund's figures for a Class will be
the annualized yields representing an average of that Class' after-expense per
share earnings divided by cost per share for each day of the fiscal month, or
period, noted. Yield fluctuates depending on portfolio type, quality, maturity
and operating expenses. Principal is not
-12-
<PAGE>
insured and the results shown should not be considered as representative of the
yield which may be realized from an investment made in the Fund at any time in
the future.
From time to time, the Fund may quote actual total return and/or yield
performance for its Classes in advertising and other types of literature. This
information may be compared to that of other mutual funds with similar
investment objectives and to stock, bond an other relevant indices or to
rankings prepared by independent services or other financial or industry
publications that monitor the performance of mutual funds. For example, the
performance comparisons of the Fund (or Class) may include the average return of
various bank instruments, some of which may carry certain return guarantees
offered by leading banks and thrifts, as monitored by the Bank Rate Monitor, and
those of corporate and government security price indices may be compared to data
prepared by Lipper Analytical Services, Inc., IBC/Donoghue or the performance of
unmanaged indices compiled or maintained by statistical research firms such as
Lehman Brothers or Salomon Brothers, Inc.
Lipper Analytical Services, Inc. and IBC/Donoghue maintain statistical
performance databases, as reported by a diverse universe of
independently-managed mutual funds. Rankings that compare the Fund's performance
to another fund in appropriate categories over specific time periods also may be
quoted in advertising and other types of literature. The total return
performance reported for these indices will reflect the reinvestment of all
distributions on a quarterly basis and market price fluctuations. The indices do
not take into account any fees. A direct investment in an unmanaged index is not
possible.
Salomon Brothers and Lehman Brothers are statistical research firms
that maintain databases of international market, bond market, corporate and
government-issued securities of various maturities. This information, as well as
unmanaged indices compiled and maintained by these firms, will be used in
preparing comparative illustrations. In addition, the performance of multiple
indices compiled and maintained by these firms may be combined to create a
blended performance result for comparative purposes. Generally, the indices
selected will be representative of the types of securities in which the Fund may
invest, and the assumptions that were used in calculating the blended
performance will be described.
Comparative information on the Consumer Price Index may also be
included in advertisements or other literature. The Consumer Price Index, as
prepared by the U.S. Bureau of Labor Statistics, is the most commonly used
measure of inflation. It indicates the cost fluctuations of a representative
group of consumer goods. It does not represent a return from an investment.
Current interest rate and yield information on government debt
obligations of various durations, as reported weekly by the Federal Reserve
(Bulletin H.15) may also be used. Current rate information on municipal debt
obligations of various durations, as reported daily by The Bond Buyer may also
be used. The Bond Buyer is published daily and is an industry-accepted source
for current municipal bond market information.
Ibbotson Associates of Chicago, Illinois ("Ibbotson") provides
historical returns of the capital markets in the United States, including common
stocks, small capitalization stocks, long-term corporate bonds,
intermediate-term government bonds, long-term government bonds, Treasury bills,
the U.S. rate of inflation (based on the Consumer Price Index), and combinations
of various capital markets. The performance of these capital markets is based on
the returns of different indices. The Fund may use the performance of these
capital markets in order to demonstrate general risk-versus-reward investment
scenarios. Performance comparisons may also include the value of a hypothetical
investment in any of these capital markets. The risks associated with the
security types in any capital market may or may not correspond directly to those
of the Fund. The Fund
-13-
<PAGE>
may also compare performance to that of other compilations or indices that may
be developed and made available in the future.
The Fund may include discussions or illustrations of the potential
investment goals of a prospective investor (including materials that describe
general principles of investing, such as asset allocation, diversification, risk
tolerance and goal setting, questionnaires designed to help create a personal
financial profile, worksheets used to project savings needs based on assumed
rates of inflation and hypothetical rates of return and action plans offering
investment alternatives), investment management techniques, policies or
investment suitability of the Fund (such as value investing, market timing,
dollar cost averaging, asset allocation, constant ratio transfer, automatic
account rebalancing and the advantages and disadvantages of investing in
tax-deferred and taxable investments), economic and political conditions, the
relationship between sectors of the economy and the economy as a whole, the
effects of inflation and historical performance of various asset classes,
including but not limited to, stocks, bonds and Treasury bills. From time to
time advertisements, sales literature, communications to shareholders or other
materials may summarize the substance of information contained in shareholder
reports (including the investment composition of the Fund), as well as the views
as to current market, economic, trade and interest rate trends, legislative,
regulatory and monetary developments, investment strategies and related matters
believed to be of relevance to the Fund. In addition, selected indices may be
used to illustrate historic performance of selected asset classes. The Fund may
also include, in advertisements, sales literature, communications to
shareholders or other materials, charts, graphs or drawings which illustrate the
potential risks and rewards of investment in various investment vehicles,
including but not limited to, domestic stocks, and/or bonds, treasury bills and
shares of the Fund. In addition, advertisements, sales literature,
communications to shareholders or other materials may include a discussion of
certain attributes or benefits to be derived by an investment in the Fund and/or
other mutual funds, shareholder profiles and hypothetical investor scenarios,
timely information on financial management, tax planning and investment
alternatives to certificates of deposit and other financial instruments. Such
sales literature, communications to shareholders or other materials may include
symbols, headlines or other material which highlight or summarize the
information discussed in more detail therein.
Materials may refer to the CUSIP numbers of the Fund and may illustrate
how to find the listings of the Fund in newspapers and periodicals. Materials
may also include discussions of other funds, products and services.
The Fund may quote various measures of volatility and benchmark
correlation in advertising. In addition, the Fund may compare these measures to
those of other funds. Measures of volatility seek to compare the historical
share price fluctuations or total returns to those of a benchmark. Measures of
benchmark correlation indicate how valid a comparative benchmark may be.
Measures of volatility and correlation may be calculated using averages of
historical data. The Fund may advertise its current interest rate sensitivity,
duration, weighted average maturity or similar maturity characteristics.
Advertisements and sales materials relating to the Fund may include information
regarding the background and experience of its portfolio managers.
-14-
<PAGE>
The following table presents examples, for purposes of illustration
only, of cumulative total return performance for each Class of the Fund through
April 30, 1999. For these purposes, the calculations assume the reinvestment of
any realized securities profits distributions and income dividends paid during
the indicated periods. Total return shown for Consultant Class Shares for the
periods prior to the commencement of operations of such Class is based on the
performance of Class A Shares. For periods prior to the commencement of
operations of Consultant Class Shares, the total return does not reflect the
12b-1 payments applicable to such Class during the period March 15, 1988 through
June 1, 1990. If such payments were reflected in the calculations, performance
would have been affected.
<TABLE>
<CAPTION>
Cumulative Total Return
- ----------------------------------------------------------------------------------------------------------------------------
3 months 6 months 9 months 1 year 3 years 5 years 10 years 15 years Life of Fund
ended ended ended ended ended ended ended ended
4/30/99 4/30/99 4/30/99 4/30/99 4/30/99 4/30/99 4/30/99 4/30/99
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Class A
(inception
9/17/81) 0.49% 1.10% 1.75% 2.40% 8.19% 14.29% 35.59% 70.62% 98.26%
- ----------------------------------------------------------------------------------------------------------------------------
Consultant
Class
(inception
3/15/88) 0.49% 1.10% 1.75% 2.40% 8.19% 14.29% 35.21% 69.69% 97.18%
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Because every investor's goals and risk threshold are different, the
Distributor, as distributor for the Fund and other mutual funds available from
the Delaware Investments family, will provide general information about
investment alternatives and scenarios that will allow investors to assess their
personal goals. This information will include general material about investing
as well as materials reinforcing various industry-accepted principles of prudent
and responsible personal financial planning. One typical way of addressing these
issues is to compare an individual's goals and the length of time the individual
has to attain these goals to his or her risk threshold. In addition, the
Distributor will provide information that discusses the overriding investment
philosophy of the Manager and how that philosophy impacts the Fund's, and other
Delaware Investments funds', investment disciplines employed in seeking their
objectives. The Distributor may also from time to time cite general or specific
information about the institutional clients of Delaware Investment Advisers, an
affiliate of the Manager, including the number of such clients serviced by
Delaware Investment Advisers.
Dollar-Cost Averaging
Money market funds, which are generally intended for your short-term
investment needs, can often be used as a basis for building a long-term
investment plan. For many people, deciding when to purchase long-term
investments, such as stock or longer-term bond funds, can be a difficult
decision. Unlike money market fund shares, prices of other securities, such as
stocks and bonds, tend to move up and down over various market cycles. Though
logic says to invest when prices are low, even experts can't always pick the
highs and the lows. By using a strategy known as dollar-cost averaging, you
schedule your investments ahead of time. If you invest a set amount on a regular
basis (perhaps using assets from your money market fund) that money will always
buy more shares when the price is low and fewer when the price is high. You can
choose to invest at any regular interval--for example, monthly or quarterly--as
long as you stick to your regular schedule. Dollar-cost averaging looks simple
and it is, but there are important things to remember.
Dollar-cost averaging works best over longer time periods, and it
doesn't guarantee a profit or protect against losses in declining markets. If
you need to sell your investment when prices are low, you may not realize a
profit no matter what investment strategy you utilize. That's why dollar-cost
averaging can make sense for long-term goals. Since the potential success of a
dollar-cost averaging program depends on continuous investing, even through
periods of fluctuating prices, you should consider your dollar-cost averaging
program a long-term commitment and invest an amount you can afford and probably
won't need to withdraw. Investors
-15-
<PAGE>
should also consider their financial ability to continue to purchase shares
during high fund share prices. Delaware Investments offers three services --
Automatic Investing Program, Direct Deposit Program and the Wealth Builder
Option -- that can help to keep your regular investment program on track. See
Direct Deposit Purchase Plan, Automatic Investing Plan and Wealth Builder Option
under Purchasing Shares - Investing by Electronic Fund Transfer for a complete
description of these options including restrictions or limitations.
The example below illustrates how dollar-cost averaging can work. In a
fluctuating market, the average cost per share of a stock or bond fund over a
period of time will be lower than the average price per share of the fund for
the same time period.
Price Number of
Investment Per Shares
Amount Share Purchased
Month 1 $100 $10.00 10
Month 2 $100 $12.50 8
Month 3 $100 $5.00 20
Month 4 $100 $10.00 10
----------------------------------------------------------------
$400 $37.50 48
Total Amount Invested: $400
Total Number of Shares Purchased: 48
Average Price Per Share: $9.38 ($37.50/4)
Average Cost Per Share: $8.33 ($400/48 shares)
This example is for illustration purposes only. It is not intended to
represent the actual performance of the Fund or any stock or bond fund in the
Delaware Investments family. Dollar-cost averaging can be appropriate for
investments in shares of funds that tend to fluctuate in value. Please obtain
the prospectus of any fund in the Delaware Investments family in which you plan
to invest through a dollar-cost averaging program. The prospectus contains
additional information, including charges and expenses. Please read it carefully
before you invest or send money.
THE POWER OF COMPOUNDING
When you opt to reinvest your current income for additional Fund
shares, your investment is given yet another opportunity to grow. It's called
the Power of Compounding. The Fund may include illustrations showing the power
of compounding in advertisements and other types of literature.
-16-
<PAGE>
TRADING PRACTICES
The Fund selects brokers, dealers and banks to execute transactions for
the purchase or sale of portfolio securities on the basis of its judgment of
their professional capability to provide the service. The primary consideration
is to have brokers, dealers or banks execute transactions at best execution.
Best execution refers to many factors, including the price paid or received for
a security, the commission charged, the promptness and reliability of execution,
the confidentiality and placement accorded the order and other factors affecting
the overall benefit obtained by the account on the transaction. When a
commission is paid, the Fund pays reasonably competitive brokerage commission
rates based upon the professional knowledge of the Manager's trading department
as to rates paid and charged for similar transactions throughout the securities
industry. In some instances, the Fund pays a minimal share transaction cost when
the transaction presents no difficulty. Trades are generally made on a net basis
where the Fund either buys the securities directly from the dealer or sells them
to the dealer. In these instances, there is no direct commission charged, but
there is a spread (the difference between the buy and sell price) which is the
equivalent of a commission.
The Manager may allocate out of all commission business generated by
all of the funds and accounts under its management, brokerage business to
brokers or dealers who provide brokerage and research services. These services
include advice, either directly or through publications or writings, as to the
value of securities, the advisability of investing in, purchasing or selling
securities, and the availability of securities or purchasers or sellers of
securities; furnishing of analyses and reports concerning issuers, securities or
industries; providing information on economic factors and trends; assisting in
determining portfolio strategy; providing computer software and hardware used in
security analyses; and providing portfolio performance evaluation and technical
market analyses. Such services are used by the Manager in connection with its
investment decision-making process with respect to one or more funds and
accounts managed by it, and may not be used, or used exclusively, with respect
to the fund or account generating the brokerage.
As provided in the Securities Exchange Act of 1934 (the "1934 Act") and
the Fund's Investment Management Agreement, higher commissions are permitted to
be paid to broker/dealers who provide brokerage and research services than to
broker/dealers who do not provide such services, if such higher commissions are
deemed reasonable in relation to the value of the brokerage and research
services provided. Although transactions are directed to broker/dealers who
provide such brokerage and research services, the Fund believes that the
commissions paid to such broker/dealers are not, in general, higher than
commissions that would be paid to broker/dealers not providing such services and
that such commissions are reasonable in relation to the value of the brokerage
and research services provided. In some instances, services may be provided to
the Manager which constitute in some part brokerage and research services used
by the Manager in connection with its investment decision-making process and
constitute in some part services used by the Manager in connection with
administrative or other functions not related to its investment decision-making
process. In such cases, the Manager will make a good faith allocation of
brokerage and research services and will pay out of its own resources for
services used by the Manager in connection with administrative or other
functions not related to its investment decision-making process. In addition, so
long as no fund is disadvantaged, portfolio transactions which generate
commissions or their equivalent are allocated to broker/dealers who provide
daily portfolio pricing services to the Fund and to other funds in the Delaware
Investments family. Subject to best execution, commissions allocated to brokers
providing such pricing services may or may not be generated by the funds
receiving the pricing service.
The Manager may place a combined order for two or more accounts or
funds engaged in the purchase or sale of the same security if, in its judgment,
joint execution is in the best interest of each participant and will result in
best execution. Transactions involving commingled orders are allocated in a
manner deemed equitable to each account or fund. When a combined order is
executed in a series of transactions at different prices, each
<PAGE>
account participating in the order may be allocated an average price obtained
from the executing broker. It is believed that the ability of the accounts to
participate in volume transactions will generally be beneficial to the accounts
and funds. Although it is recognized that, in some cases, the joint execution of
orders could adversely affect the price or volume of the security that a
particular account or fund may obtain, it is the opinion of the Manager and the
Fund's Board of Trustees that the advantages of combined orders outweigh the
possible disadvantages of separate transactions.
Portfolio trading will be undertaken principally to accomplish the
Fund's objective and not for the purpose of realizing capital gains, although
capital gains may be realized on certain portfolio transactions. For example,
capital gains may be realized when a security is sold (i) so that, provided
capital is preserved or enhanced, another security can be purchased to obtain a
higher yield, (ii) to take advantage of what the Manager believes to be a
temporary disparity in the normal yield relationship between the two securities
to increase income or improve the quality of the portfolio, (iii) to purchase a
security which the Manager believes is of higher quality than its rating or
current market value would indicate, or (iv) when the Manager anticipates a
decline in value due to market risk or credit risk. Since portfolio assets will
consist of short-term instruments, replacement of portfolio securities will
occur frequently. However, since the Manager expects to usually transact
purchases and sales of portfolio securities on a net basis, it is not
anticipated that the Fund will pay any significant brokerage commissions. The
Manager is free to dispose of portfolio securities at any time, subject to
complying with the Internal Revenue Code of 1986, as amended, (the "Code") and
the 1940 Act, when changes in circumstances or conditions make such a move
desirable in light of the investment objective.
Consistent with the Conduct Rules of the National Association of
Securities Dealers, Inc. (the "NASD"), and subject to seeking best execution,
the Fund may place orders with broker/dealers that have agreed to defray certain
expenses of the funds in the Delaware Investments family, such as custodian
fees, and may, at the request of the Distributor, give consideration to sales of
shares of the funds in the Delaware Investments family as a factor in the
selection of brokers and dealers to execute Fund portfolio transactions.
<PAGE>
PURCHASING SHARES
The Distributor serves as the national distributor for the Fund's
shares - Class A Shares and Consultant Class Shares and has agreed to use its
best efforts to sell shares of the Fund.
Shares of the Fund may be purchased through brokers, financial
institutions and other entities that have a dealer agreement with the Fund's
Distributor or a service agreement with the Fund. Investors who do not wish to
receive the additional services that are typically offered by such financial
professionals may also purchase Class A Shares directly by contacting the Fund
or the Distributor. In some states, banks and/or other institutions effecting
transactions in Consultant Class Shares may be required to register as dealers
pursuant to state laws.
The minimum initial investment generally is $1,000 for each Class.
Subsequent purchases generally must be at least $100. The initial and subsequent
investment minimums for Class A Shares will be waived for purchases by officers,
trustees and employees of any fund in the Delaware Investments family, the
Manager, or any of the Manager's affiliates if the purchases are made pursuant
to a payroll deduction program. Shares purchased pursuant to the Uniform Gifts
to Minors Act or Uniform Transfers to Minors Act and shares purchased in
connection with an Automatic Investing Plan are subject to a minimum initial
purchase of $250 and a minimum subsequent purchase of $25. Accounts opened under
the Asset Planner service are subject to a minimum initial investment of $2,000
per Asset Planner strategy selected.
Shares of the Fund are offered on a continuous basis, and are sold
without a front-end or contingent deferred sales charge at the net asset value
next determined after the receipt and effectiveness of a purchase order, as
described below. See the Prospectus for information on how to invest. Selling
dealers are responsible for transmitting orders promptly. The Fund reserves the
right to reject any order for the purchase of its shares if, in the opinion of
management, such rejection is in the Fund's best interest. If a purchase is
canceled because your check is returned unpaid, you are responsible for any loss
incurred. The Fund can redeem shares from your account(s) to reimburse itself
for any loss, and you may be restricted from making future purchases in any of
the funds in the Delaware Investments family. The Fund reserves the right to
reject purchase orders paid by third-party checks or checks that are not drawn
on a domestic branch of a United States financial institution. If a check drawn
on a foreign financial institution is accepted, you may be subject to additional
bank charges for clearance and currency conversion.
The Fund also reserves the right, following shareholder notification, to
charge a service fee on accounts that, as a result of redemption, have remained
below the minimum stated account balance for a period of three or more
consecutive months. Holders of such accounts may be notified of their
insufficient account balance and advised that they have until the end of the
current calendar quarter to raise their balance to the stated minimum. If the
account has not reached the minimum balance requirement by that time, the Fund
will charge a $9 fee for that quarter and each subsequent calendar quarter until
the account is brought up to the minimum balance. The service fee will be
deducted from the account during the first week of each calendar quarter for the
previous quarter, and will be used to help defray the cost of maintaining
low-balance accounts. No fees will be charged without proper notice.
The Fund also reserves the right, upon 60 days' written notice, to
involuntarily redeem accounts that remain under the minimum initial purchase
amount as a result of redemptions. An investor making the minimum initial
investment may be subject to involuntary redemption if he or she redeems any
portion of his or her account.
Certificates representing shares purchased are not ordinarily issued
unless a shareholder submits a specific request. However, purchases not
involving the issuance of certificates are confirmed to the investor and
<PAGE>
credited to the shareholder's account on the books maintained by Delaware
Service Company, Inc. (the "Transfer Agent"). The investor will have the same
rights of ownership with respect to such shares as if certificates had been
issued. An investor may receive a certificate representing full share
denominations purchased by sending a letter signed by each owner of the account
to the Transfer Agent requesting the certificate. No charge is assessed by the
Fund for any certificate issued. A shareholder may be subject to fees for
replacement of a lost or stolen certificate under certain conditions, including
the cost of obtaining a bond covering the lost or stolen certificate. Please
contact the Fund for further information. Investors who hold certificates
representing their shares may only redeem those shares by written request. The
investor's certificate(s) must accompany such request.
Investing by Mail
1. Initial Purchases--An Investment Application must be completed, signed and
sent with a check payable to Tax-Free Money Fund A Class or Tax-Free Money Fund
Consultant Class, to Delaware Investments at P.O. Box 7577, Philadelphia, PA
19101.
2. Subsequent Purchases--Additional purchases may be made at any time by mailing
a check payable to Tax-Free Money Fund A Class or Tax-Free Money Fund Consultant
Class. Your check should be identified with your name(s) and account number. An
investment slip (similar to a deposit slip) is provided at the bottom of account
statements that you will receive from the Fund. Use of this investment slip can
help expedite processing of your check when making additional purchases. Your
investment may be delayed if you send additional purchases by certified mail.
Investing by Wire
You may purchase shares by requesting your bank to transmit funds by
wire to First Union Bank, ABA # 031201467, account number
2014128934013 (include your name(s) and your account number for the Class in
which you are investing).
1. Initial Purchases--Before you invest, telephone the Fund's Shareholder
Service Center to get an account number. If you do not call first, processing
your investment may be delayed. In addition, you must promptly send your
Investment Application to Tax-Free Money Fund A Class or Tax-Free Money Fund
Consultant Class, to Delaware Investments at P.O. Box 7577, Philadelphia, PA
19101.
2. Subsequent Purchases--You may make additional investments anytime by wiring
funds to First Union Bank, as described above. You should advise the
Shareholder Service Center by telephone of each wire you send.
Investing by Exchange
If you have an investment in another mutual fund in the Delaware
Investments family, you may write and authorize an exchange of part or all of
your investment into shares of the Fund. Class B Shares or Class C Shares of a
fund may not be exchanged into either Class of the Fund. If you wish to open an
account by exchange, call the Shareholder Service Center for more information.
All exchanges are subject to the eligibility and minimum purchase requirements
set forth in each fund's prospectus. See Redemption and Exchange for more
complete information concerning your exchange privilege.
Investing by Electronic Fund Transfer
Direct Deposit Purchase Plan--Investors may arrange for the Fund to
accept for investment, through an agent bank, preauthorized government or
private recurring payments by Electronic Fund Transfer. This method
<PAGE>
of investment assures the timely credit to the shareholder's account of payments
such as social security, veterans' pension or compensation benefits, federal
salaries, Railroad Retirement benefits, private payroll checks, dividends, and
disability or pension fund benefits. It also eliminates lost, stolen and delayed
checks.
Automatic Investing Plan--The Automatic Investing Plan enables
shareholders to make regular monthly investments without writing checks.
Shareholders may authorize the Fund, in advance, to make arrangements for their
bank to withdraw a designated amount monthly directly from their checking
account for deposit into a Class. This type of investment will be handled in
either of the following two ways. (1) If the shareholder's bank is a member of
the National Automated Clearing House Association ("NACHA"), the amount of the
investment will be electronically deducted from his or her account by Electronic
Fund Transfer ("EFT"). The shareholder's checking account will reflect a debit
each month at a specified date although no check is required to initiate the
transaction. (2) If the shareholder's bank is not a member of NACHA, deductions
will be made by preauthorized checks, known as Depository Transfer Checks.
Should the shareholder's bank become a member of NACHA in the future, his or her
investments would be handled electronically through EFT.
* * *
Initial investments under the Direct Deposit Purchase Plan and the
Automatic Investing Plan must be for $250 or more and subsequent investments
under such Plans must be for $25 or more. An investor wishing to take advantage
of either service should complete an authorization form. Either service can be
discontinued by the shareholder at any time without penalty by giving written
notice.
Payments to the Fund from the federal government or its agencies on
behalf of a shareholder may be credited to the shareholder's account after such
payments should have been terminated by reason of death or otherwise. Any such
payments are subject to reclamation by the federal government or its agencies.
Similarly, under certain circumstances, investments from private sources may be
subject to reclamation by the transmitting bank. In the event of a reclamation,
the Fund may liquidate sufficient shares from a shareholder's account to
reimburse the government or the private source. In the event there are
insufficient shares in the shareholder's account, the shareholder is expected to
reimburse the Fund.
Direct Deposit Purchases by Mail
Shareholders may authorize a third party, such as a bank or employer,
to make investments directly to their Fund accounts. The Fund will accept these
investments, such as bank-by-phone, annuity payments and payroll allotments, by
mail directly from the third party. Investors should contact their employers or
financial institutions who in turn should contact the Fund for proper
instructions.
When Orders Are Effective
Transactions in money market instruments in which the Fund invests
normally require same day settlement in Federal Funds. The Fund intends at all
times to be as fully invested as possible in order to maximize its earnings.
Thus, purchase orders will be executed at the net asset value next determined
after their receipt by the Fund or certain other authorized persons (see
Distribution and Service under Investment Management Agreement) only if the Fund
has received payment in Federal Funds by wire. Dividends begin to accrue on the
next business day. Thus, investments effective the day before a weekend or
holiday will not accrue for that period but will earn dividends on the next
business day. If, however, the Fund is given prior notice of Federal Funds wire
and an acceptable written guarantee of timely receipt from an investor
satisfying the Fund's credit policies, the purchase will start earning dividends
on the date the wire is received.
If remitted in other than the foregoing manner, such as by money order
or personal check, purchase orders will be executed as of the close of regular
trading on the New York Stock Exchange (ordinarily, 4 p.m.
<PAGE>
Eastern time) on days when the Exchange is open, on the day on which the payment
is converted into Federal Funds and is available for investment, normally one
business day after receipt of payment. Conversion into Federal Funds may be
delayed when the Fund receives (1) a check drawn on a nonmember bank of the
Federal Reserve, (2) a check drawn on a foreign bank, (3) a check payable in a
foreign currency, or (4) a check requiring special handling. With respect to
investments made other than by wire, the investor becomes a shareholder after
declaration of the dividend on the day on which the order is effective.
Information on how to procure a negotiable bank draft or to transmit
Federal Funds by wire is available at any national bank or any state bank which
is a member of the Federal Reserve System. Any commercial bank can transmit
Federal Funds by wire. The bank may charge the shareholder for these services.
If a shareholder has been credited with a purchase by a check which is
subsequently returned unpaid for insufficient funds or for any other reason, the
Fund will automatically redeem from the shareholder's account the amount
credited by the check plus any dividends earned thereon.
Plan Under Rule 12b-1 for Consultant Class Shares
Pursuant to Rule 12b-1 under the 1940 Act, the Fund has adopted a plan
(the "Plan") for Consultant Class Shares which permits the Fund to pay for
certain distribution and promotional expenses related to marketing Consultant
Class Shares.
The Plan does not apply to the Fund's Class A Shares. Such shares are
not included in calculating the Plan's fees, and the Plan is not used to assist
in the distribution and marketing of Class A Shares. Shareholders of Class A
Shares may not vote on matters affecting the Plan.
The Plan permits the Fund, pursuant to the Distribution Agreement, to
pay out of the assets of Consultant Class Shares, a monthly fee to the
Distributor for its services and expenses in distributing and promoting sales of
the shares of such Class. These expenses include, among others, preparing and
distributing advertisements, sales literature, prospectuses and reports used for
sales purposes, compensating sales and marketing personnel, and paying
distribution and maintenance fees to securities brokers and dealers who enter
into Dealer's Agreements with the Distributor or service agreements with the
Fund. Registered representatives of brokers, dealers or other entities, who have
sold a specified level of funds in the Delaware Investments family having a
12b-1 Plan were, prior to June 1, 1990, paid a 0.25% continuing trail fee by the
Distributor from 12b-1 payments relating to Consultant Class Shares for assets
maintained in that Class. As noted below, payment of these fees has been
suspended but may be reinstituted in the future with prior approval of the Board
of Trustees.
In addition, the Fund may make payments from the assets of Consultant
Class Shares, directly to other unaffiliated parties, such as banks, who either
aid in the distribution of shares of such Class or provide services to that
Class.
The maximum aggregate fee payable by the Fund under the Plan and the
Fund's Distribution Agreement is, on an annual basis, up to 0.30% of its average
daily net assets for the year. The Fund's trustees may reduce these amounts at
any time. The Fund's Board of Trustees suspended 12b-1 Plan payments from the
assets of Consultant Class Shares to the Distributor effective June 1, 1990.
Prior to that time, the Board of Trustees had set the fee for Consultant Class
Shares at 0.25% of average daily net assets and the Distributor had agreed to
waive this distribution fee to the extent such fee for any day exceeded the net
investment income realized by that Class for such day. Payments under the Plan
may be reinstituted in the future with prior approval of the Board of Trustees.
<PAGE>
All of the distribution expenses incurred by the Distributor and
others, such as broker/dealers, in excess of the amount, if any, paid on behalf
of Consultant Class Shares will be borne by such persons without any
reimbursement from that Class. Subject to seeking best execution, the Fund may,
from time to time, buy or sell portfolio securities from or to firms which
receive payments on behalf of Consultant Class Shares under the Plan.
From time to time, the Distributor may pay additional amounts from its
own resources to dealers for aid in distribution or for aid in providing
administrative services to shareholders.
The Plan and the Distribution Agreement have been approved by the Board
of Trustees of the Fund, including a majority of the trustees who are not
"interested persons" (as defined in the 1940 Act) of the Fund and who have no
direct or indirect financial interest in the Plan or the Agreement, by vote cast
in person at a meeting duly called for the purpose of voting on the Plan and
such Agreement. Continuation of the Plan and the Distribution Agreement must be
approved annually by the Board of Trustees in the same manner as specified
above.
Each year, the trustees must determine whether continuation of the Plan
is in the best interest of shareholders of Consultant Class Shares and that
there is a reasonable likelihood of its providing a benefit to them. The Plan
and the Distribution Agreement may be terminated at any time without penalty by
a majority of those trustees who are not "interested persons" or by a majority
vote of the outstanding voting securities of Consultant Class Shares. Any
amendment materially increasing the maximum percentage payable under the Plan
must likewise be approved by a majority vote of the outstanding voting
securities of Consultant Class Shares, as well as a majority vote of those
trustees who are not "interested persons." Also, any other material amendment to
the Plan must be approved by a majority vote of the trustees of the Fund having
no interest in the Plan. In addition, in order for the Plan to remain effective,
the selection and nomination of trustees who are not "interested persons" of the
Fund must be effected by the trustees who themselves are not "interested
persons" and who have no direct or indirect financial interest in the Plan.
Persons authorized to make payments under the Plan must provide written reports
at least quarterly to the Board of Trustees for their review.
For the fiscal year ended April 30, 1999, there were no payments on
behalf of Consultant Class Shares pursuant to its Plan.
Reinvestment Privilege
Shareholders who have acquired Fund shares through an exchange of one
of the other mutual funds in the Delaware Investments family offered with a
sales charge and who have redeemed such shares of the Fund have one year from
the date of redemption to reinvest all or part of their redemption proceeds in
shares of any of the other funds in the Delaware Investments family, subject to
eligibility and minimum purchase requirements, in states where their shares may
be sold, at net asset value without payment of a sales charge. Any such
reinvestment cannot exceed the redemption proceeds (plus any amount necessary to
purchase a full share). The reinvestment will be made at the net asset value
next determined after receipt of remittance. A redemption and reinvestment could
have income tax consequences. It is recommended that a tax adviser be consulted
with respect to such transactions. Any reinvestment directed to a fund in which
the investor does not then have an account, will be treated like all other
initial purchases of a fund's shares. Consequently, an investor should obtain
and read carefully the prospectus for the fund in which the investment is
intended to be made before investing or sending money. The prospectus contains
more complete information about the fund, including charges and expenses.
<PAGE>
Reinvestment of Dividends in Other Delaware Investments Funds Subject to
applicable eligibility and minimum purchase requirements and
the limitations set forth below, shareholders may automatically reinvest
dividends and/or distributions in any of the mutual funds in the Delaware
Investments family, including the Fund, in states where their shares may be
sold. Such investments will be at net asset value at the close of business on
the reinvestment date without any front-end sales charge or exchange fee. The
shareholder must notify the Transfer Agent in writing and must have established
an account in the fund into which the dividends and/or distributions are to be
invested. Any reinvestment directed to a fund in which the investor does not
then have an account will be treated like all other initial purchases of a
fund's shares. Consequently, an investor should obtain and read carefully the
prospectus for the fund in which the investment is intended to be made before
investing or sending money. The prospectus contains more complete information
about the fund, including charges and expenses.
Dividends from the shares of each Class may be reinvested in shares of
any other mutual fund in the Delaware Investments family, other than Class B
Shares and Class C Shares of funds in the Delaware Investments family that offer
such classes of shares.
MoneyLine (SM) On Demand
You or your investment dealer may request purchases of Fund shares by
phone using MoneyLine (SM) On Demand. When you authorize the Fund to accept such
requests from you or your investment dealer, funds will be withdrawn from (for
share purchases) your predesignated bank account. Your request will be processed
the same day if you call prior to 4 p.m., Eastern time. There is a $25 minimum
and $50,000 maximum limit for MoneyLine (SM) On Demand transactions.
It may take up to four business days for the transactions to be
completed. You can initiate this service by completing an Account Services form.
If your name and address are not identical to the name and address on your Fund
account, you must have your signature guaranteed. The Fund does not charge a fee
for this service; however, your bank may charge a fee.
Wealth Builder Option
Shareholders can use the Wealth Builder Option to invest in the Fund
through regular liquidations of shares in their accounts in other mutual funds
available from the Delaware Investments family. Shareholders of the Fund may
also elect to invest in one or more of the other mutual funds available from the
Delaware Investments family through the Wealth Builder Option.
Under this automatic exchange program, shareholders can authorize
regular monthly investments (minimum of $100 per fund) to be liquidated from
their account and invested automatically into other mutual funds available from
the Delaware Investments family, subject to the conditions and limitations set
forth in the Prospectus. The investment will be made on the 20th day of each
month (or, if the fund selected is not open that day, the next business day) at
the public offering price or net asset value, as applicable, of the fund
selected on the date of investment. No investment will be made for any month if
the value of the shareholder's account is less than the amount specified for
investment.
Periodic investment through the Wealth Builder Option does not insure
profits or protect against losses in a declining market. The price of the fund
into which investments are made could fluctuate. Since this program involves
continuous investment regardless of such fluctuating value, investors selecting
this option should consider their financial ability to continue to participate
in the program through periods of low fund share prices. This program involves
automatic exchanges between two or more fund accounts and is treated as a
purchase of shares of the fund into which investments are made through the
program. Shareholders can
<PAGE>
terminate their participation in Wealth Builder at any time by giving written
notice to the fund from which exchanges are made.
Account Statements
You will receive quarterly statements of your account summarizing all
transactions during the period. Accounts in which there has been activity other
than a reinvestment of dividends will receive a monthly statement confirming
each transaction.
Asset Planner
To invest in the funds in the Delaware Investments family using the
Asset Planner asset allocation service, you should complete a Asset Planner
Account Registration Form, which is available only from a financial adviser or
investment dealer. Effective September 1, 1997, the Asset Planner Service is
only available to financial advisers or investment dealers who have previously
used this service. The Asset Planner service offers a choice of four predesigned
asset allocation strategies (each with a different risk/reward profile) in
predetermined percentages in Delaware Investments funds. With the help of a
financial adviser, you may also design a customized asset allocation strategy.
The sales charge on an investment through the Asset Planner service is
determined by the individual sales charges of the underlying funds and their
percentage allocation in the selected Strategy. Exchanges from existing Delaware
Investments accounts into the Asset Planner service may be made at net asset
value under the circumstances described under Exchanges in the Prospectus and
the prospectus of each fund in the Delaware Investments family. The minimum
initial investment per Strategy is $2,000; subsequent investments must be at
least $100. Individual fund minimums do not apply to investments made using the
Asset Planner service. Class A Shares and Consultant Class Shares are available
through the Asset Planner service. Generally, only shares within the same class
may be used within the same Strategy. However, Class A Shares of the Fund and of
other funds available from Delaware Investments may be used in the same Strategy
with the Fund's Consultant Class Shares and consultant class shares that are
offered by certain other funds in the Delaware Investments family.
An annual maintenance fee, currently $35 per Strategy, is due at the
time of initial investment and by September 30 of each subsequent year. The fee,
payable to Delaware Service Company, Inc. to defray extra costs associated with
administering the Asset Planner service, will be deducted automatically from one
of the funds within your Asset Planner account if not paid by September 30.
However, effective November 1, 1996, the annual maintenance fee is waived until
further notice. Investors who utilize the Asset Planner for an IRA will continue
to pay an annual IRA fee of $15 per Social Security number. Investors will
receive a customized quarterly Strategy Report summarizing all Asset Planner
investment performance and account activity during the prior period.
Confirmation statements will be sent following all transactions other than those
involving a reinvestment of distributions.
Certain shareholder services are not available to investors using the
Asset Planner service, due to its special design. These include Delaphone,
Checkwriting, Wealth Builder Option and Letter of Intention. Systematic
Withdrawal Plans are available after the account has been open for two years.
<PAGE>
OFFERING PRICE
The offering price of shares is the net asset value per share next to
be determined after an order is received and becomes effective. There is no
sales charge.
The purchase will be effected at the net asset value next computed
after the receipt of Federal Funds provided they are received by the close of
regular trading on the New York Stock Exchange (ordinarily, 4 p.m., Eastern
time) on days when the Exchange is open. The New York Stock Exchange is
scheduled to be open Monday through Friday throughout the year except for days
on which the following holidays are observed: New Year's Day, Martin Luther
King, Jr.'s Birthday, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving and Christmas. When the New York Stock Exchange is
closed, the Fund will generally be closed, pricing calculations will not be made
and purchase and redemption orders will not be processed.
An example showing how to calculate the net asset value per share is
included in the Fund's financial statements which are incorporated by reference
into this Part B.
The investor becomes a shareholder at the close of and after
declaration of the dividend on the day on which the order is effective. See
Purchasing Shares. Dividends begin to accrue on the next business day. In the
event of changes in SEC requirements or the Fund's change in time of closing,
the Fund reserves the right to price at a different time, to price more often
than once daily or to make the offering price effective at a different time.
The Fund's net asset value per share of a Class is computed by adding
the value of all securities and other assets in the portfolio attributable to
that Class, deducting any liabilities of the Fund attributable to that Class and
dividing by the number of shares of the Class outstanding. Expenses and fees are
accrued daily. In determining the Fund's total net assets, portfolio securities
are valued at amortized cost.
The Board of Trustees has adopted certain procedures to monitor and
stabilize the Fund's price per share. Calculations are made each day to compare
part of the Fund's value with the market value of instruments of similar
character. At regular intervals all issues in the portfolio are valued at market
value. Securities maturing in more than 60 days are valued more frequently by
obtaining market quotations from market makers. The portfolio will also be
valued by market makers at such other times as is felt appropriate. In the event
that a deviation of more than 1/2 of 1% exists between the Fund's $1.00 per
share offering and redemption prices and the net asset value calculated by
reference to market quotations, or if there is any other deviation which the
Board of Trustees believes would result in a material dilution to shareholders
or purchasers, the Board of Trustees will promptly consider what action, if any,
should be initiated, such as changing the price to more or less than $1.00 per
share.
<PAGE>
REDEMPTION AND EXCHANGE
Any shareholder may require the Fund to redeem shares by sending a
written request, signed by the record owner or owners exactly as the shares are
registered, to the Fund at 1818 Market Street, Philadelphia, PA 19103. In
addition, certain expedited redemption methods described below are available
when stock certificates have not been issued. If stock certificates have been
issued for shares being redeemed, they must accompany the written request. For
redemptions of $50,000 or less paid to the shareholder at the address of record,
the request must be signed by all owners of the shares or the investment dealer
of record, but a signature guarantee is not required. When the redemption is for
more than $50,000, or if payment is made to someone else or to another address,
signatures of all record owners and a signature guarantee are required. Each
signature guarantee must be supplied by an eligible guarantor institution. The
Fund reserves the right to reject a signature guarantee supplied by an eligible
institution based on its creditworthiness. The Fund may request further
documentation from corporations, executors, retirement plans, administrators,
trustees or guardians. The redemption price is the net asset value next
calculated after receipt of the redemption request in good order. See Offering
Price for time of calculation of net asset value.
Exchanges are subject to the requirements of each fund and all
exchanges of shares constitute taxable events. All exchanges are subject to the
eligibility and minimum purchase requirements set forth in each fund's
prospectus. Any applicable front-end sales charge will apply to exchanges from
this Fund or any other money market fund to other non-money market funds, except
for exchanges involving assets that were previously invested in a fund with a
front-end sales charge and/or transfers involving the reinvestment of dividends.
Shares of the Fund may not be exchanged for Class B Shares or Class C Shares
that are offered by certain other funds in the Delaware Investments family.
Shares acquired in an exchange must be registered in the state where the
acquiring shareholder resides. You may want to consult your financial adviser or
investment dealer to discuss which funds available from the Delaware Investments
family will best meet your changing objectives and the consequences of any
exchange transaction. You may also call Delaware Investments directly for fund
information.
All exchanges involve a purchase of shares of the fund into which the
exchange is made. As with any purchase, an investor should obtain and carefully
read that fund's prospectus before buying shares in an exchange. The prospectus
contains more complete information about the fund, including charges and
expenses.
Your shares will be redeemed or exchanged at a price based on the net
asset value next determined after the Fund receives your request in good order.
For example, redemption or exchange requests received in good order after the
time the offering price of shares is determined, as noted above, will be
processed on the next business day.
Except as noted below, for a redemption request to be in "good order,"
you must provide your account number, account registration, and the total number
of shares or dollar amount of the transaction. For exchange requests you must
also provide the name of the fund in which you want to invest the proceeds.
Exchange instructions and redemption requests must be signed by the record
owner(s) exactly as the shares are registered. You may request a redemption or
an exchange by calling the Shareholder Service Center at 800-523-1918. The Fund
does not issue certificates for shares unless you submit a specific request. Any
certificates that have been issued for shares you wish to redeem or exchange
must accompany your request. The Fund may suspend, terminate or amend the terms
of the exchange privilege upon 60 days' written notice to shareholders.
Redemption proceeds will be distributed promptly, as described below, but not
later than seven days, after the receipt of a redemption request.
<PAGE>
Payment for shares redeemed will ordinarily be mailed the next business
day, but no later than seven days, after receipt of a redemption request in good
order by the Fund, or certain other authorized persons (see Distribution and
Service under Investment Management Agreement); provided, however, that each
commitment to mail or wire redemption proceeds by a certain time, as described
below, is modified by the qualifications described in the next paragraph.
The Fund will process written and telephone redemption requests to the
extent that the purchase orders for the shares being redeemed have already
settled. The Fund will honor redemption requests as to shares for which a check
was tendered as payment, but the Fund will not mail or wire the proceeds until
it is reasonably satisfied that the purchase check has cleared, which may take
up to 15 days from the purchase date. You can avoid this potential delay if you
purchase shares by wiring Federal Funds. The Fund reserves the right to reject a
written or telephone redemption request or delay payment of redemption proceeds
if there has been a recent change to the shareholder's address of record.
Dividends will continue to be earned until the redemption is processed. This
potential delay can be avoided by making investments by wiring Federal Funds. If
a shareholder redeems an entire account, all dividends accrued to the time of
the withdrawal will be paid by separate check at the end of that particular
monthly dividend period. Except with respect to the expedited payment by wire,
for which there is currently a $7.50 bank wiring cost, there is no fee charged
for redemptions, but such fees could be charged at any time in the future.
If a shareholder has been credited with a purchase by a check which is
subsequently returned unpaid for insufficient funds or for any other reason, the
Fund will automatically redeem from the shareholder's account the shares
purchased by the check plus any dividends earned thereon. Shareholders may be
responsible for any losses to the Fund or to the Distributor.
In case of a suspension of the determination of the net asset value
because the New York Stock Exchange is closed for other than weekends or
holidays, or trading thereon is restricted or an emergency exists as a result of
which disposal by the Fund of securities owned by it is not reasonably practical
or it is not reasonably practical for the Fund fairly to value its assets, or in
the event that the SEC has provided for such suspension for the protection of
shareholders, the Fund may postpone payment or suspend the right of redemption.
In such case, the shareholder may withdraw a request for redemption or leave it
standing as a request for redemption at the net asset value next determined
after the suspension has been terminated.
See Account Statements under Purchasing Shares for information relating
to the mailing of confirmations of redemptions.
Small Accounts
Before the Fund involuntarily redeems shares from an account that,
under the circumstances noted in the Prospectus, has remained below the minimum
amounts required by the Prospectus, the shareholder will be notified in writing
that the value of the shares in the account is less than the minimum amounts
required by the Prospectus and will be allowed 60 days from the date of notice
to make an additional investment to meet the required minimum. If no such action
is taken by the shareholder, the proceeds will be sent to the shareholder. Any
redemption in an inactive account established with a minimum investment may
trigger mandatory redemption.
Checkwriting Feature
Shareholders holding shares for which certificates have not been issued
may request on the investment application that they be provided with special
forms of checks which may be issued to redeem their shares by drawing on the
Fund's account with First Union Bank. Normally, it takes two weeks from the date
the
<PAGE>
shareholder's initial purchase check clears to receive the first order of
checks. The use of any form of check other than the Fund's check will not be
permitted unless approved by the Fund.
(1) These redemption checks must be made payable in an amount of $500
or more.
(2) Checks must be signed by the shareholder(s) of record or, in the
case of an organization, by the authorized person(s). If registration is in more
than one name, unless otherwise indicated on the investment application or your
checkwriting authorization form, these checks must be signed by all owners
before the Fund will honor them. Throughout this procedure, the shareholder will
continue to be entitled to distributions paid on those shares up to the time the
checks are presented for payment.
(3) If a shareholder who recently purchased shares by check seeks to
redeem all or a portion of those shares through the Checkwriting Feature, the
Fund will not honor the redemption request until it is reasonably satisfied of
the collection of the investment check. The hold period against a recent
purchase may be up to but not in excess of 15 days, depending upon the origin of
the investment check.
(4) If the amount of the check is greater than the value of the shares
held in the shareholder's account, the check will be returned and the
shareholder's bank may charge a fee.
(5) Checks may not be used to close accounts.
The Fund reserves the right to revoke the Checkwriting Feature for
shareholders who overdraw their accounts or if, in the opinion of management,
such revocation is in the Fund's best interest.
Shareholders will be subject to First Union Bank's rules and
regulations governing similar accounts. This service may be terminated or
suspended at any time by First Union Bank, the Fund or the Transfer Agent. The
Fund and the Transfer Agent will not be responsible for the inadvertent
processing of post-dated checks or checks more than six months old.
Stop-Payment Requests--Investors may request a stop payment on checks
by providing the Fund with a written authorization to do so. Oral requests will
be accepted provided that the Fund promptly receives a written authorization.
Such requests will remain in effect for six months unless renewed or canceled.
The Fund will use its best efforts to effect stop-payment instructions but does
not promise or guarantee that such instructions will be effective.
Return of Checks--Checks used in redeeming shares from a shareholder's
account will be accumulated and returned semi-annually. Shareholders needing a
copy of a redemption check before the regular mailing should contact the
Transfer Agent nationwide at 800-523-1918.
* * *
The Fund has made available certain redemption privileges, as described
below. The Fund reserves the right to suspend or terminate these expedited
payment procedures upon 60 days' written notice to shareholders.
Written Redemption
You can write to the Fund at 1818 Market Street, Philadelphia, PA 19103
to redeem some or all of your shares. The request must be signed by all owners
of the account or your investment dealer of record. For redemptions of more than
$50,000, or when the proceeds are not sent to the shareholder(s) at the address
of record, the Fund requires a signature by all owners of the account and a
signature guarantee for each owner. A signature guarantee can be obtained from a
commercial bank, a trust company or a member of a securities
<PAGE>
transfer association medallion program. A signature guarantee cannot be provided
by a notary public. A signature guarantee is designed to protect the
shareholders, the Fund and its agent from fraud. The Fund reserves the right to
reject a signature guarantee supplied by an institution based on its
creditworthiness. The Fund may require further documentation from corporations,
executors, retirement plans, administrators, trustees or guardians.
The redemption request is effective when it is received in good order.
Payment is normally mailed the next business day after receipt of the redemption
request. If your shares are in certificate form, the certificate(s) must
accompany your request and also be in good order. Certificates are issued for
shares only if a shareholder submits a specific request.
Written Exchange
You can also write to the Fund (at 1818 Market Street, Philadelphia, PA
19103) to request an exchange of any or all of your shares into another mutual
fund in the Delaware Investments family, subject to the same conditions and
limitations as other exchanges noted above.
Telephone Redemption and Exchange
To get the added convenience of the telephone redemption and exchange
methods, you must have the Transfer Agent hold your shares (without charge) for
you. If you choose to have your shares in certificate form, you may redeem or
exchange only by written request and you must return your certificate(s).
The Telephone Redemption--Check to Your Address of Record service and
the Telephone Exchange service, both of which are described below, are
automatically provided unless you notify the Fund in writing that you do not
wish to have such services available with respect to your account. The Fund
reserves the right to modify, terminate or suspend these procedures upon 60
days' written notice to shareholders. It may be difficult to reach the Fund by
telephone during periods when market or economic conditions lead to an unusually
large volume of telephone requests.
Neither the Fund nor its Transfer Agent is responsible for any
shareholder loss incurred in acting upon written or telephone instructions for
redemption or exchange of Fund shares which are reasonably believed to be
genuine. With respect to such telephone transactions, the Fund will follow
reasonable procedures to confirm that instructions communicated by telephone are
genuine (including verification of a form of personal identification) as, if it
does not, the Fund or the Transfer Agent may be liable for any losses due to
unauthorized or fraudulent transactions. Instructions received by telephone are
generally taped recorded, and a written confirmation will be provided for all
purchase, exchange and redemption transactions initiated by telephone. By
exchanging shares by telephone, you are acknowledging prior receipt of a
prospectus for the fund into which your shares are being exchanged.
Telephone Redemption--Check to Your Address of Record
The Telephone Redemption feature is a quick and easy method to redeem
shares. You or your investment dealer of record can have redemption proceeds of
$50,000 or less mailed to you at your record address. Checks will be payable to
the shareholder(s) of record. Payment is normally mailed the next business day
after receipt of the redemption request. This service is only available to
individual, joint and individual fiduciary-type accounts.
<PAGE>
Telephone Redemption--Proceeds to Your Bank
Redemption proceeds of $1,000 or more can be transferred to your
predesignated bank account by wire or by check. You should authorize this
service when you open your account. If you change your predesignated bank
account, you must complete an Authorization Form and have your signature
guaranteed. For your protection, your authorization must be on file. If you
request a wire, your funds will normally be sent the next business day. First
Union Bank's fee (currently $7.50) will be deducted from your redemption.
If you ask for a check, it will normally be mailed the next business day after
receipt of your redemption request to your predesignated bank account. There are
no fees for this redemption method, but the mail time may delay getting funds
into your bank account. Simply call the Fund's Shareholder Service Center prior
to the time the offering price of shares is determined, as noted above.
Telephone Exchange
The Telephone Exchange feature is a convenient and efficient way to
adjust your investment holdings as your liquidity requirements and investment
objectives change. You or your investment dealer of record can exchange your
shares into any other funds available from the Delaware Investments family under
the same registration, subject to the same conditions and limitations as other
exchanges noted above. Telephone exchanges may be subject to limitations as to
amounts or frequency.
The telephone exchange privilege is intended as a convenience to
shareholders and is not intended to be a vehicle to speculate on short-term
swings in the securities market through frequent transactions in and out of the
funds in the Delaware Investments family. Telephone exchanges may be subject to
limitations as to amounts or frequency. The Transfer Agent and the Fund reserve
the right to record exchange instructions received by telephone and to reject
exchange requests at any time in the future.
MoneyLine (SM) On Demand
You or your investment dealer may request redemptions of Fund shares by
phone using MoneyLine (SM) On Demand. When you authorize the Fund to accept such
requests from you or your investment dealer, funds will be deposited to (for
share redemptions) your predesignated bank account. Your request will be
processed the same day if you call prior to 4 p.m., Eastern time. There is a $25
minimum and $50,000 maximum limit for MoneyLine (SM) On Demand transactions.
It may take up to four business days for the transactions to be
completed. You can initiate this service by completing an Account Services form.
If your name and address are not identical to the name and address on your Fund
account, you must have your signature guaranteed. The Fund does not charge a fee
for this service; however, your bank may charge a fee.
Right to Refuse Timing Accounts
With regard to accounts that are administered by market timing services
("Timing Firms") to purchase or redeem shares based on changing economic and
market conditions ("Timing Accounts"), the Fund will refuse any new timing
arrangements, as well as any new purchases (as opposed to exchanges) in Delaware
Investments funds from Timing Firms. The Fund reserves the right to temporarily
or permanently terminate the exchange privilege or reject any specific purchase
order for any person whose transactions seem to follow a timing pattern who: (i)
makes an exchange request out of the Fund within two weeks of an earlier
exchange request out of the Fund, or (ii) makes more than two exchanges out of
the Fund per calendar quarter, or (iii) exchanges shares equal in value to at
least $5 million, or more than 1/4 of 1% of the Fund's net assets. Accounts
under common ownership or control, including accounts administered so as to
redeem or purchase shares based upon certain predetermined market indicators,
will be aggregated for purposes of the exchange limits.
<PAGE>
Restrictions on Timed Exchanges
Timing Accounts operating under existing timing agreements may only
execute exchanges between the following eight Delaware Investments funds: (1)
Delaware Decatur Equity Income Fund, (2) Delaware Growth and Income
Fund, (3) Delaware Balanced Fund, (4) Delaware Limited-Term Government Fund,
(5) Delaware Tax-Free USA Fund, (6) Delaware Cash Reserve Fund, (7)
Delaware Delchester Fund and (8) Delaware Tax-Free Pennsylvania Fund. No
other Delaware Investments funds are available for timed exchanges. Assets
redeemed or exchanged out of Timing Accounts in Delaware Investments funds not
listed above may not be reinvested back into that Timing Account. The Fund
reserves the right to apply these same restrictions to the account(s) of any
person whose transactions seem to follow a time pattern (as described above).
The Fund also reserves the right to refuse the purchase side of an
exchange request by any Timing Account, person, or group if, in the Manager's
judgment, the Fund would be unable to invest effectively in accordance with its
investment objectives and policies, or would otherwise potentially be adversely
affected. A shareholder's purchase exchanges may be restricted or refused if the
Fund receives or anticipates simultaneous orders affecting significant portions
of the Fund's assets. In particular, a pattern of exchanges that coincide with a
"market timing" strategy may be disruptive to the Fund and therefore may be
refused.
Except as noted above, only shareholders and their authorized brokers
of record will be permitted to make exchanges or redemptions.
Systematic Withdrawal Plan
Shareholders who own or purchase $5,000 or more of shares for which
certificates have not been issued may establish a Systematic Withdrawal Plan for
monthly withdrawals of $25 or more or quarterly withdrawals of $75 or more,
although the Fund does not recommend any specific amount of withdrawal. Shares
purchased with the initial investment and through reinvestment of cash dividends
and realized securities profits distributions will be credited to the
shareholder's account, and sufficient full and fractional shares will be
redeemed at the net asset value calculated on the third business day preceding
the mailing date.
Checks are dated either the 1st or the 15th of the month, as selected
by the shareholder (unless such date falls on a holiday or a weekend) and are
normally mailed within two business days. Both ordinary income dividends and
realized securities profits distributions will be automatically reinvested in
additional shares of a Class at net asset value. This plan is not recommended
for all investors and should be started only after careful consideration of its
operation and effect upon the investor's savings and investment program. To the
extent that withdrawal payments from the plan exceed any dividends and/or
realized securities profits distributions paid on shares held under the plan,
the withdrawal payments will represent a return of capital and the share balance
may in time be depleted, particularly in a declining market.
The sale of shares for withdrawal payments constitutes a taxable event,
and a shareholder may incur a capital gain or loss for federal income tax
purposes, although the Fund expects to maintain a fixed net asset value. If
there were a gain or loss, it would be long-term or short-term depending on the
holding period for the specific shares liquidated.
An investor wishing to start a Systematic Withdrawal Plan must complete
an authorization form. If the recipient of Systematic Withdrawal Plan payments
is other than the registered shareholder, the shareholder's signature on this
authorization must be guaranteed. Each signature guarantee must be supplied by
an eligible guarantor institution. The Fund reserves the right to reject a
signature guarantee supplied by an eligible institution based on its
creditworthiness. This plan may be terminated by the shareholder or the Transfer
Agent
<PAGE>
at any time by giving written notice. Shareholders should consult their
financial advisers to determine whether a Systematic Withdrawal Plan would be
suitable for them.
Systematic Withdrawal Plan payments are normally made by check. In the
alternative, you may elect to have your payments transferred from your Fund
account to your predesignated bank account through the MoneyLine (SM) Direct
Deposit Service. Your funds will normally be credited to your bank account up to
four business days after the payment date. There are no separate fees for this
redemption method. It may take up to four business days for the transactions to
be completed. You can initiate this service by completing an Account Services
form. If your name and address are not identical to the name and address on your
Fund account, you must have your signature guaranteed. The Fund does not charge
a fee for any this service; however, your bank may charge a fee.
<PAGE>
DIVIDENDS AND DISTRIBUTIONS
The Fund declares a dividend of its net investment income on a daily
basis to shareholders of record of each Class of Fund shares at the time of the
previous calculation of the Fund's net asset value each day that the Fund is
open for business. The amount of net investment income will be determined at the
time the offering price (net asset value) is determined and shall include
investment income accrued, less the estimated expenses of the Fund incurred
since the last determination of net asset value. Gross investment income
consists principally of interest accrued and, where applicable, net pro-rata
amortization of premiums and discounts since the last determination. The
dividend declared, as noted above, will be deducted immediately before the net
asset value calculation is made. See Offering Price. Net investment income
earned on days when the Fund is not open will be declared as a dividend on the
next business day.
Each class of shares of the Fund will share proportionately in the
investment income and expenses of the Fund, except that Consultant Class Shares
may incur distribution fees under its 12b-1 Plan. The Board of Trustees of the
Fund suspended 12b-1 Plan payments from the assets of Consultant Class Shares to
the Distributor effective June 1, 1990. See Plan Under Rule 12b-1 for Consultant
Class Shares.
Purchases of Fund shares by wire begin earning dividends when converted
into Federal Funds and available for investment, normally the next business day
after receipt. However, if the Fund is given prior notice of Federal Funds wire
and an acceptable written guarantee of timely receipt from an investor
satisfying the Fund's credit policies, the purchase will start earning dividends
on the date the wire is received. Investors desiring to guarantee wire payments
must have an acceptable financial condition and credit history in the sole
discretion of the Fund. The Fund reserves the right to terminate this option at
any time. Purchases by check earn dividends upon conversion to Federal Funds,
normally one business day after receipt.
Payment of dividends will be made monthly. Dividends are automatically
reinvested in additional shares of the same Class of the Fund at the net asset
value in effect on the payable date, which provides the effect of compounding
dividends, unless the election to receive dividends in cash has been made.
Payment by check of cash dividends will ordinarily be mailed within three
business days after the payable date. Dividend payments of $1.00 or less will be
automatically reinvested, notwithstanding a shareholder's election to receive
dividends in cash. If such a shareholder's dividends increase to greater than
$1.00, the shareholder would have to file a new election in order to begin
receiving dividends in cash again. If a shareholder redeems an entire account,
all dividends accrued to the time of the withdrawal will be paid by separate
check at the end of that particular monthly dividend period, consistent with the
payment and mailing schedule described above. Any check in payment of dividends
or other distributions which cannot be delivered by the United States Post
Office or which remains uncashed for a period of more than one year may be
reinvested in the shareholder's account at the then-current net asset value and
the dividend option may be changed from cash to reinvest. The Fund may deduct
from a shareholder's account the costs of the Fund's effort to locate a
shareholder if a shareholder's mail is returned by the Post Office or the Fund
is otherwise unable to locate the shareholder or verify the shareholder's
mailing address. These costs may include a percentage of the account when a
search company charges a percentage fee in exchange for their location services.
To the extent necessary to maintain a $1.00 per share net asset value, the
Fund's Board of Trustees will consider temporarily reducing or suspending
payment of daily dividends, or making a distribution of realized securities
profits or other distributions at the time the net asset value per share has
changed.
Short-term realized securities profits or losses, if any, may be paid
with the daily dividend. Any such profits not so paid will be distributed
annually during the first quarter following the close of the fiscal year. See
Account Statements under Purchasing Shares. Information as to the tax status of
dividends will be provided annually.
<PAGE>
If you elect to take your dividends and distributions in cash and such
dividends and distributions are in an amount of $25 or more, you may choose the
MoneyLine (SM) Direct Deposit Service and have such payments transferred from
your Fund account to your predesignated bank account. It may take up to four
business days for the transactions to be completed. You can initiate this
service by completing an Account Services form. If your name and address are not
identical to the name and address on your Fund account, you must have your
signature guaranteed. The Fund does not charge a fee for this service; however,
your bank may charge a fee.
<PAGE>
TAXES
Federal Income Tax
The Fund has qualified, and intends to continue to qualify, as a
regulated investment company under Subchapter M of the Internal Revenue Code of
1986, as amended, (the "Code"). By so qualifying, the Fund is not subject to
federal income taxes to the extent that it distributes its net investment income
and realized capital gains. The Fund also intends to meet the calendar year
distribution requirements imposed by the Code to avoid the imposition of any
excise tax. The term "regulated investment company" does not imply the
supervision of management or investment practices or policies by any government
agency.
Distributions of tax-exempt interest income are not includable in the
shareholder's gross income for federal income tax purposes. For the fiscal year
ended April 30, 1999, all of the Fund's net income was exempt from federal
taxes. Distributions of net investment income received by the Fund from
investments in securities other than municipal obligations, and any short-term
capital gains realized by the Fund, will be taxable to the shareholder as
ordinary income whether received in cash or reinvested in additional shares.
Distributions of taxable net interest income, if any, will not qualify for the
deduction for dividends received by corporations.
Section 265 of the Code provides that interest paid on indebtedness
incurred or continued to purchase or carry obligations the interest on which is
tax-exempt, and certain expenses associated with tax-exempt income, are not
deductible. It is probable that interest on indebtedness incurred or continued
to purchase or carry shares of the Fund is not deductible.
The Fund may not be an appropriate investment for persons who are
"substantial users" of facilities financed by "industrial development bonds" or
for investors who are "related persons" thereof within the meaning of Section
103 of the Code. Persons who are or may be considered "substantial users" should
consult their tax advisers in this matter before purchasing shares of the Fund.
The Fund intends to use the "average annual" method of allocation in
the event the Fund realizes any taxable interest income. Under this approach,
the percentage of interest income earned that is deemed to be taxable in any
year will be the same for each shareholder who held shares of the Fund at any
time during the year.
Under the 1997 Act, as revised by the 1998 Act and the Omnibus
Consolidated and Emergency Supplemental Appropriations Act, the Fund is required
to track its sales of portfolio securities and to report its capital gain
distributions to you according to the following categories:
"Long -term capital gains": gains on securities sold after
December 31, 1997 and held for more than 12 months as capital assets in
the hands of the holder are taxed at the 20% rate when distributed to
shareholders (8% for individual investors in the 15% bracket).
"Short-term capital gains": gains on securities sold by the Fund that
do not meet the long term holding period are considered short-term
capital gains and are taxable as ordinary income.
"Qualified 5-year gains": For individuals in the 15% bracket, qualified
five-year gains are net gains on securities held for more than 5 years
which are sold after December 31, 2000. For individual who are subject
to tax at higher rate brackets, qualified five-year gains are net gains
on securities which are purchased after December 31, 2000 and are held
for more than five
<PAGE>
years. Taxpayers subject to tax at a higher rate brackets may also make
an election for shares held on January 1, 2001 to recognize gain on
their shares in order to qualify such shares as qualified five-year
property. These gains will be taxable to individual investors at a
maximum rate of 18% for investors in the 28% or higher federal income
tax brackets, and at a maximum rate of 8% for investors in the 15%
federal income tax bracket when sold after the five-year holding
period.
State and Local Taxes
The exemption of distributions for federal income tax purposes may not
result in similar exemptions under the laws of a particular state or local
taxing authority. It is recommended that shareholders consult their tax advisers
in this regard. The Fund will report annually the percentage of interest income
earned on municipal obligations on a state-by-state basis during the preceding
calendar year.
Shares of the Fund will be exempt from Pennsylvania county personal
property taxes.
<PAGE>
INVESTMENT MANAGEMENT AGREEMENT
The Manager, located at One Commerce Square, Philadelphia, PA 19103,
furnishes investment management services to the Fund, subject to the supervision
and direction of the Fund's Board of Trustees.
The Manager and its predecessors have been managing the funds in the
Delaware Investments family since 1938. On April 30, 1999, the Manager and its
affiliates within Delaware Investments, including Delaware International
Advisers Ltd., were managing in the aggregate more than $39 billion in
assets in various institutional or separately managed (approximately
$26,098,390,000) and investment company (approximately $13,866,120,000)
accounts.
Subject to the supervision and direction of the Board of Trustees, the
Manager manages the Fund's portfolio in accordance with the Fund's stated
investment objective and policies and makes all investment decisions which are
implemented by the Fund's Trading Department.
The Fund's Investment Management Agreement with the Manager is dated
August 27, 1999, was approved by the initial shareholder on August
27, 1999. The Agreement has an initial term of two years and may be renewed
only so long as such renewal and continuance are specifically approved at least
annually by the Board of Trustees or by vote of a majority of the outstanding
voting securities of the Fund, and only if the terms and the renewal thereof
have been approved by the vote of a majority of the trustees of the Fund, who
are not parties thereto or interested persons of any such party, cast in person
at a meeting called for the purpose of voting on such approval. The Agreement is
terminable without penalty on 60 days' notice by the trustees of the Fund or by
the Manager. The Agreement will terminate automatically in the event of its
assignment.
Effective April 1, 1999, the annual compensation paid by the Fund
for investment management services is equal to 0.45% on the first $500 million
of average daily net assets; 0.40% on the next $500 million; 0.35% on the next
$1.5 billion; and 0.30% on assets in excess of $2.5 billion. The Manager pays
the salaries of all trustees, officers and employees of the Fund who are
affiliated with the Manager.
On April 30, 1999, the total net assets of the Fund were
$29,508,661. Investment management fees paid by the Fund during the past three
fiscal years were $167,125 for 1997, $164,249 for 1998 and $154,894 for
1999.
Except for those expenses borne by the Manager under the Investment
Management Agreement and the Distributor under the Distribution Agreement, the
Fund is responsible for all of its own expenses. Among others, these include the
investment management fees; shareholder servicing, dividend disbursing and
transfer agent fees and costs; custodian expenses; federal and state securities
registration fees; proxy costs; the costs of preparing prospectuses and reports
sent to shareholders; and the Fund's proportionate share of rent and other
administrative expenses.
Distribution and Service
The Distributor, Delaware Distributors, L.P., located at 1818 Market
Street, Philadelphia, PA 19103, serves as the national distributor of Fund
shares under a Distribution Agreement dated August 27, 1999. The
Distributor is an affiliate of the Manager and bears all of the costs of
promotion and distribution, except for any payments which may be made under the
12b-1 Plan for Consultant Class Shares. Delaware Distributors, L.P. is an
indirect, wholly owned subsidiary of Delaware Management Holdings, Inc.
The Transfer Agent, Delaware Service Company, Inc., another affiliate
of the Manager located at 1818 Market Street, Philadelphia, PA 19103, serves as
the Fund's shareholder servicing, dividend disbursing and
<PAGE>
transfer agent pursuant to a Shareholders Services Agreement dated August 27,
1999. The Transfer Agent also provides accounting services to the Fund pursuant
to the terms of a separate Fund Accounting Agreement. The Transfer Agent is also
an indirect, wholly owned subsidiary of Delaware Management Holdings, Inc.
The Fund has authorized one or more brokers to accept on its behalf
purchase and redemption orders in addition to the Transfer Agent. Such brokers
are authorized to designate other intermediaries to accept purchase and
redemption orders on the behalf of the Fund. For purposes of pricing, the Fund
will be deemed to have received a purchase or redemption order when an
authorized broker or, if applicable, a broker's authorized designee, accepts the
order. Investors may be charged a fee when effecting transactions through a
broker or agent.
<PAGE>
OFFICERS AND TRUSTEES
The business and affairs of the Fund are managed under the direction of
its Board of Trustees.
Certain officers and trustees of the Fund hold identical positions in
each of the other funds in the Delaware Investments family. On July 31,
1999, the Fund's officers and trustees, as a group, owned approximately
20% of the outstanding shares of Class A Shares and less than 1% of the
outstanding shares of Consultant Class Shares.
As of July 31, 1999, the Fund believes the following accounts held 5%
or more of Class A Shares and Consultant Class Shares of the Fund. The Fund has
no knowledge of beneficial ownership.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
Class Name and Address of Account Share Amount Percentage
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Class A Shares Jeffrey P. Cadwell and 1,742,277 6.15%
and Connie Cadwell
Tenants by Entirety
7111 San Lucas Court
New Port Richey, FL 34655-3608
- --------------------------------------------------------------------------------------------------------
Mary Louise DeSimone 1,712,045 6.04%
37 Borton Road
Medford, NJ 08055
- --------------------------------------------------------------------------------------------------------
Consultant Class Shares Judith D. Ludwig and 2,331,412 65.49%
Bruce A. Grassfield, Trustees
Bruce A. Glassfield Living Trust
2650 S. Main Street
Erie, CO 80516
- --------------------------------------------------------------------------------------------------------
John K. Kaiser and 259,019 7.27%
Elaine E. Kaiser
499 Bair Road
Berwyn, PA 19312-1409
- --------------------------------------------------------------------------------------------------------
</TABLE>
DMH Corp., Delvoy, Inc., Delaware Management Business Trust, Delaware
Management Company, Inc., Delaware Management Company (a series of Delaware
Management Business Trust), Delaware Investment Advisers (a series of Delaware
Management Business Trust), Delaware Distributors, L.P., Delaware Distributors,
Inc., Delaware Service Company, Inc., Delaware Management Trust Company,
Delaware International Holdings Ltd., Founders Holdings, Inc., Delaware
International Advisers Ltd., Delaware Capital Management, Inc. and Retirement
Financial Services, Inc. are direct or indirect, wholly owned subsidiaries of
Delaware Management Holdings, Inc. ("DMH"). On April 3, 1995, a merger between
DMH and a wholly owned subsidiary of Lincoln National Corporation ("Lincoln
National") was completed. DMH and the Manager are now indirect, wholly owned
subsidiaries, and subject to the ultimate control, of Lincoln National. Lincoln
National, with headquarters in Fort Wayne, Indiana, is a diversified
organization with operations in many aspects of the financial services industry,
including insurance and investment management.
Certain officers and trustees of the Fund hold identical positions in
each of the other funds in the Delaware Investments family. Trustees and
principal officers of the Fund are noted below along with their ages
<PAGE>
and their business experience for the past five years. Unless otherwise noted,
the address of each officer and director is One Commerce Square, Philadelphia,
PA 19103.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
<S> <C>
*Wayne A. Stork (62) Chairman and Trustee and/or Director of Tax-Free Money Fund and each of
the other 32 investment companies in the Delaware Investments
family.
Chairman and Director of Delaware Management Holdings, Inc.
Director of Delaware International Advisers Ltd.
Prior to January 1, 1999, Mr. Stork was Chairman and Trustee and/or
Director of the Fund and each of the other investment companies in the
Delaware Investments family and Delaware Capital Management, Inc.;
Chairman, President, Chief Executive Officer and Director of DMH Corp.,
Delaware Distributors, Inc. and Founders Holdings, Inc.; Chairman,
President, Chief Executive Officer, Chief Investment Officer and
Director/Trustee of Delaware Management Company, Inc. and Delaware
Management Business Trust; Chairman, President, Chief Executive Officer
and Chief Investment Officer of Delaware Management Company (a series of
Delaware Management Business Trust); Chairman, Chief Executive Officer
and Chief Investment Officer of Delaware Investment Advisers (a series of
Delaware Management Business Trust); Chairman, Chief Executive Officer
and Director of Delaware International Advisers Ltd., Delaware
International Holdings Ltd. and Delaware Management Holdings, Inc.;
President and Chief Executive Officer of Delvoy, Inc.; Chairman of
Delaware Distributors, L.P.; Director of Delaware Service Company, Inc.
and Retirement Financial Services, Inc.
In addition, during the five years prior to January 1, 1999, Mr. Stork
has served in various executive capacities at different times within
Delaware Investments.
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
- ----------------------
*Trustee affiliated with Tax-Free Money Fund's investment manager and considered
an "interested person" as defined in the 1940 Act.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
<S> <C>
*David K. Downes (59) President, Chief Executive Officer, Chief Operating Officer and Chief
Financial Officer and Trustee of Tax-Free Money Fund and each of the
other 32 investment companies in the Delaware Investments family.
President and Director of Delaware Management Company, Inc.
President, Chairman, Chief Executive Officer and Director of Delaware
Service Company, Inc. and Delaware Capital Management, Inc.
President, Chief Operating Officer, Chief Financial Officer and Director
of Delaware International Holdings Ltd.
President of Delaware Management Company (a series of Delaware Management
Business Trust.
Chairman and Director of Delaware Management Trust Company and
Retirement Financial Services, Inc.
Executive Vice President, Chief Operating Officer, Chief Financial
Officer of Delaware Management Holdings, Inc., Founders CBO Corporation,
Delaware Investment Advisers (a series of Delaware Management Business Trust)
and Delaware Distributors, L.P.
Executive Vice President, Chief Financial Officer, Chief Administrative
Officer and Trustee of Delaware Management Business Trust
Executive Vice President, Chief Operating Officer, Chief Financial Officer
and Director of DMH Corp., Delaware Distributors, Inc., Founders Holdings,
Inc. and Delvoy, Inc.
Director of Delaware International Advisers Ltd.
During the past five years, Mr. Downes has served in various executive
capacities at different times within Delaware Investments.
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
- ----------------------
*Trustee affiliated with Tax-Free Money Fund's investment manager and considered
an "interested person" as defined in the 1940 Act.
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C>
Richard G. Unruh, Jr. (59) Executive Vice President and Chief Investment Officer, Equities of
Tax-Free Money Fund, each of the other 32 investment companies in the
Delaware Investments familyand Delaware Management Company (a series of
Delaware Management Business Trust).
Executive Vice President and Trustee of Delaware Management Business
Trust
Executive Vice President of Delaware Management Holdings, Inc. and
Delaware Capital Management, Inc.
Executive Vice President/Chief Investment Officer, Equities and Director
of Delaware Management Company, Inc.
Chief Executive Officer/Chief Investment Officer, Equities of Delaware
Investment Advisers (a series of Delaware Management Business Trust)
Director of Delaware International Advisers Ltd.
During the past five years, Mr. Unruh has served in various executive
capacities at different times within Delaware Investments.
- ----------------------------------------------------------------------------------------------------------------------------
H. Thomas McMeekin (46) Executive Vice President and Chief Investment Officer, Fixed Income of
Tax-Free Money Fund and each of the other 32 investment companies in the
Delaware Investments family.
Director of Delaware Management Holdings, Inc. and Founders CBO
Corporation.
Executive Vice President and Director of Founders Holdings, Inc.
Executive Vice President of Delaware Management Business Trust, Delaware
Management Company (a series of Delaware Management Business Trust) and
Delaware Capital Management, Inc.
Director of Lincoln National Investment Companies and Vantage Investment
Advisers.
From 1987 to 1999, Mr. McMeekin was employed in various executive
capacities by Lincoln Investment Management, Inc.
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C>
William E. Dodge (50) Executive Vice President of Tax-Free Money Fund and each of the other 32
investment companies in the Delaware Investments family and Delaware
Management Business Trust.
President of Delaware Investment Advisers (a series of Delaware
Management Business Trust).
Prior to joining Delaware Investments in 1999, Mr. Dodge was President,
Director of Marketing and Senior Portfolio Manager for Marvin & Palmer
Associates, Wilmington, DE from 1996-1998. From 1991 to 1996 Mr. Dodge
was Chairman of Investment Policy Committee, Chief Investment Strategist,
Co-Chairman of Stock Selection Committee and Assistant Director of
Research for Dean Witter Reynolds, New York, NY.
- ----------------------------------------------------------------------------------------------------------------------------
Richard J. Flannery (41) Executive Vice President and General Counsel of Tax-Free Money Fund and
each of the other 32 investment companies in the Delaware Investments family
Executive Vice President and General Counsel of Delaware Management
Holdings, Inc., Delaware Distributors, L.P., Delaware Management Company
(a series of Delaware Management Business Trust), Delaware Investment
Advisers (a series of Delaware Management Business Trust) and Founders
CBO Corporation
Executive Vice President/General Counsel and Director and/or Trustee of
Delaware Management Trust Company, DMH Corp., Delaware Management
Company, Inc., Delaware Capital Management, Inc., Delaware Distributors,
Inc., Delaware International Advisers Ltd., Delaware International
Holdings Ltd., Founders Holdings, Inc., Delvoy, Inc., Delaware Service
Company, Inc., Delaware Management Business Trust and Retirement
Financial Services, Inc.
Director of Delaware International Advisers Ltd.
Director, HYPPCO Finance Company Ltd.
During the past five years, Mr. Flannery has served in various executive
capacities at different times within Delaware Investments.
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C>
Walter P. Babich (71) Trustee and/or Director of Tax-Free Money Fund and each of the other 32
investment companies in the Delaware Investments family
460 North Gulph Road, King of Prussia, PA 19406
Board Chairman, Citadel Constructors, Inc.
From 1986 to 1988, Mr. Babich was a partner of Irwin & Leighton and from
1988 to 1991, he was a partner of I&L Investors.
- ----------------------------------------------------------------------------------------------------------------------------
John H. Durham (62) Trustee and/or Director of Tax-Free Money Fund and 18 other investment
companies in the Delaware Investments family.
Partner, Complete Care Services.
Mr. Durham served as Chairman of the Board of each fund in the Delaware
Investments family from 1986 to 1991; President of each fund from 1977 to
1990; and Chief Executive Officer of each fund from 1984 to 1990. Prior
to 1992, with respect to Delaware Management Holdings, Inc., Delaware
Management Company, Delaware Distributors, Inc. and Delaware Service
Company, Inc., Mr. Durham served as a director and in various executive
capacities at different times.
- ----------------------------------------------------------------------------------------------------------------------------
Anthony D. Knerr (60) Trustee and/or Director of Tax-Free Money Fund and each of the 32 other
investment companies in the Delaware Investments family
500 Fifth Avenue, New York, NY 10110
Founder and Managing Director, Anthony Knerr & Associates
From 1982 to 1988, Mr. Knerr was Executive Vice President/Finance and
Treasurer of Columbia University, New York. From 1987 to 1989, he was
also a lecturer in English at the University. In addition, Mr. Knerr was
Chairman of The Publishing Group, Inc., New York, from 1988 to 1990. Mr.
Knerr founded The Publishing Group, Inc. in 1988.
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C>
Ann R. Leven (58) Trustee and/or Director of Tax-Free Money Fund and each of the other 32 other
investment companies in the Delaware Investments family
785 Park Avenue, New York, NY 10021
Treasurer, National Gallery of Art
From 1984 to 1990, Ms. Leven was Treasurer and Chief Fiscal Officer of
the Smithsonian Institution, Washington, DC, and from 1975 to 1992, she
was Adjunct Professor of Columbia Business School.
- ----------------------------------------------------------------------------------------------------------------------------
Thomas F. Madison (63) Trustee and/or Director of Tax-Free Money Fund and each of the other 32
investment companies in the Delaware Investments family
200 South Fifth Street, Suite 2100, Minneapolis, Minnesota 55402
President and Chief Executive Officer, MLM Partners, Inc.
Mr. Madison has also been Chairman of the Board of Communications
Holdings, Inc. since 1996. From February to September 1994, Mr. Madison
served as Vice Chairman--Office of the CEO of The Minnesota Mutual Life
Insurance Company and from 1988 to 1993, he was President of U.S. WEST
Communications--Markets.
- ----------------------------------------------------------------------------------------------------------------------------
Charles E. Peck (73) Trustee and/or Director of Tax-Free Money Fund and each of the other
32 investment companies in the Delaware Investments family
P.O. Box 1102, Columbia, MD 21044
Secretary/Treasurer, Enterprise Homes, Inc. From 1981 to 1990, Mr. Peck
was Chairman and Chief Executive Officer of The Ryland Group, Inc.,
Columbia, MD.
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C>
Jan L. Yeomans (50) Trustee and/or Director of Tax-Free Money Fund and each of the other 32
investment companies in the Delaware Investments family.
Building 220-13 W-37, St. Paul, MN 55144
Vice President and Treasurer, 3M Corporation.
From 1987-1994, Ms. Yeomans was Director of Benefit Funds and Financial
Markets for the 3M Corporation; Manager of Benefit Fund Investments for the 3M
Corporation, 1985-1987; Manager of Pension Funds for the 3M Corporation,
1983-1985; Consultant--Investment Technology Group of Chase Econometrics,
1982-1983; Consultant for Data Resources, 1980-1982; Programmer for the Federal
Reserve Bank of Chicago, 1970-1974.
- ----------------------------------------------------------------------------------------------------------------------------
Eric E. Miller (45) Senior Vice President/Deputy General Counsel and Secretary of Tax-Free Money
Fund and each of the other 32 investment companies in the Delaware
Investments family.
Senior Vice President/Deputy General Counsel and Assistant Secretary of
Delaware Management Holdings, Inc., DMH Corp., Delvoy, Inc., Delaware
Management Company, Inc., Delaware Management Business Trust, Delaware
Management Company (a series of Delaware Management Business Trust),
Delaware Investment Advisers (a series of Delaware Management Business
Trust), Delaware Service Company, Inc., Delaware Capital Management,
Inc., Retirement Financial Services, Inc., Delaware Distributors, Inc.,
Delaware Distributors, L.P. and Founders Holdings, Inc.
- ----------------------------------------------------------------------------------------------------------------------------
Joseph H. Hastings (49) Senior Vice President/Corporate Controller of Tax-Free Money Fund and each of
the other 32 investment companies in the Delaware Investments family and
Delaware Investment Advisers (a series of Delaware Management Business
Trust).
Senior Vice President/Corporate Controller and Treasurer of Delaware
Management Holdings, Inc., DMH Corp., Delaware Management Company, Inc.,
Delaware Management Company (a series of Delaware Management Business
Trust), Delaware Distributors, L.P., Delaware Distributors, Inc.,
Delaware Service Company, Inc., Delaware Capital Management, Inc.,
Delaware International Holdings Ltd., Delvoy, Inc., Delaware Management
Business Trust and Founders Holdings, Inc.
Chief Financial Officer/Treasurer of Retirement Financial Services, Inc.
Executive Vice President/Chief Financial Officer/Treasurer of Delaware
Management Trust Company
Senior Vice President/Assistant Treasurer of Founders CBO Corporation
During the past five years, Mr. Hastings has served in various executive
capacities at different times within Delaware Investments.
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C>
Michael P. Bishof (37) Vice President and Treasurer of Tax-Free Money Fund and each of the other
32 investment companies in the Delaware Investments family and Founders
Holdings, Inc.
Senior Vice President/Investment Accounting of Delaware Management
Company, Inc., Delaware Management Company (a series of Delaware
Management Business Trust) , Delaware Service Company, Inc., and
Delaware Capital Management, Inc.
Senior Vice President and Treasurer/Manager, Investment Accounting of
Delaware Distributors, L.P. and Delaware Investment Advisers (a series of
Delaware Management Business Trust)
Senior Vice President and Assistant Treasurer of Founders CBO Corporation
Senior Vice President and Manager of Investment Accounting of Delaware
International Holdings Ltd.
Before joining Delaware Investments in 1995, Mr. Bishof was a Vice
President for Bankers Trust, New York, NY from 1994 to 1995, a Vice
President for CS First Boston Investment Management, New York, NY from
1993 to 1994 and an Assistant Vice President for Equitable Capital
Management Corporation, New York, NY from 1987 to 1993.
- ----------------------------------------------------------------------------------------------------------------------------
Michael P. Buckley (45) Vice President/Portfolio Manager of Tax-Free Money Fund and each of
the other 32 investment companies in the Delaware Investments family.
Mr. Buckley also holds other various positions within Delaware Investments.
Before joining Delaware Investments in 1996, Mr. Buckley was a Vice
President and Municipal Credit Analyst for T. Rowe Price Associates,
Inc.
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
The following is a compensation table listing for each
trustee/director entitled to receive compensation, the aggregate compensation
received from Tax-Free Money Fund and the total compensation received from
all investment companies in the Delaware Investments family for which he or she
serves as a trustee or director for the fiscal year ended April 30, 1999
and an estimate of annual benefits to be received upon retirement under the
Delaware Group Retirement Plan for Trustees/Directors as of April 30, 1999. Only
the independent trustees of Tax-Free Money Fund receive compensation from
the Fund.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
Pension or Total
Retirement Estimated Compensation from
Benefits Annual the Investment
Aggregate Accrued as Part Benefits Companies in
Compensation of Fund Upon Delaware
Name(3) from the Fund Expenses Retirement(1) Investments(2)
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Walter P. Babich $770 None $38,000 $64,501
-----------------------------------------------------------------------------------------------------
John H. Durham $725 None $31,180 $52,300
-----------------------------------------------------------------------------------------------------
Anthony D. Knerr $772 None $38,000 $65,334
-----------------------------------------------------------------------------------------------------
Ann R. Leven $774 None $38,000 $66,334
-----------------------------------------------------------------------------------------------------
Thomas F. Madison $771 None $38,000 $64,918
-----------------------------------------------------------------------------------------------------
Charles E. Peck $763 None $38,000 $61,167
-----------------------------------------------------------------------------------------------------
Jan L. Yeomans (4) $196 None $38,000 $ 9,453
-----------------------------------------------------------------------------------------------------
</TABLE>
(1) Under the terms of the Delaware Group Retirement Plan for
Trustees/Directors, each disinterested trustee/director who, at the
time of his or her retirement from the Board, has attained the age of 70
and served on the Board for at least five continuous years, is entitled to
receive payments from each investment company in the Delaware Investments
family for which he or she serves as a trustee or director for a
period equal to the lesser of the number of years that such person served
as a trustee or director or the remainder of such person's life. The
amount of such payments will be equal, on an annual basis, to the amount
of the annual retainer that is paid to trustees/directors of each
investment company at the time of such person's retirement. If an eligible
trustee/director retired as of April 30, 1999, he or she would be
entitled to annual payments totaling the amount noted above, in the
aggregate, from all of the investment companies in the Delaware
Investments family for which he or she served as trustee or director,
based on the number of investment companies in the Delaware
Investments family as of that date.
(2) Each independent trustee/director (other than John H. Durham)
currently receives a total annual retainer fee of $38,000 for
serving as a trustee or director for all 32 investment
companies in Delaware Investments, plus $3,145 for each Board Meeting
attended. John H. Durham currently receives a total annual retainer fee of
$31,180 for serving as a trustee or director for 19 investment
companies in Delaware Investments, plus $1,810 for each Board
Meeting attended. Ann R. Leven, Charles E. Peck, Thomas F. Madison, and
Anthony D. Knerr serve on the Fund's audit committee; Ms. Leven is the
chairperson. Members of the audit committee currently receive additional
annual compensation of $5,000 from all investment companies, in the
aggregate, with the exception of the chairperson, who receives $6,000.
(3) W. Thacher Longstreth served as an independent trustee of
Tax-Free Money Fund during its last fiscal year for the period May 1, 1998
through March 17, 1999, the date on which he retired. For this period, Mr.
Longstreth received $666 from Tax-Free Money Fund and $57,191 from all
investment companies in the Delaware Investments family.
(4) Jan L. Yeomans joined the Boards of all investment companies in the
Delaware Investments family in March 1999 for some funds and April 1999
for other funds.
<PAGE>
GENERAL INFORMATION
Tax-Free Money Fund is an open-end management investment company.
The Fund's portfolio of assets is diversified as defined by the 1940 Act and
Rule 2a-7 under the 1940 Act. Tax-Free Money Fund was organized as a
Maryland corporation in April 1980 and reorganized as a Delaware Business Trust
on August 27, 1999.
The Manager is the investment manager of the Fund. The Manager also
provides investment management services to certain of the other funds available
from the Delaware Investments family. Delaware Investment Advisers, an affiliate
of the Manager, also manages private investment accounts. While investment
decisions of the Fund are made independently from those of the other funds and
accounts, investment decisions for such other funds and accounts may be made at
the same time as investment decisions for the Fund.
Delaware or Delaware International also manages the investment options
for Delaware-Lincoln Choice Plus and Delaware Medallion (SM) III Variable
Annuities. Choice Plus is issued and distributed by Lincoln National Life
Insurance Company. choice Plus offers a variety of different investment styles
managed by leading money managers. Medallion is issued by Allmerica Financial
Life Insurance and Annuity Company (First Allmerica Financial Life Insurance
Company in New York and Hawaii). Delaware Medallion offers various investment
series ranging from domestic equity funds, international equity and bond funds
and domestic fixed income funds. Each investment series available through Choice
Plus and Medallion utilizes an investment strategy and discipline the same as or
similar to one of the Delaware Investments mutual funds available outside the
annuity. See Delaware Group Premium Fund, Inc., in Appendix B.
Access persons and advisory persons of the funds in the Delaware
Investments family, as those terms are defined in SEC Rule 17j-1 under the 1940
Act, who provide services to Delaware Management Company, Delaware International
Advisers Ltd. or their affiliates, are permitted to engage in personal
securities transactions subject to the exceptions set forth in Rule 17j-1 and
the following general restrictions and procedures: (1) certain blackout periods
apply to personal securities transactions of those persons; (2) transactions
must receive advance clearance and must be completed on the same day as the
clearance is received; (3) certain persons are prohibited from investing in
initial public offerings of securities and other restrictions apply to
investments in private placements of securities; (4) opening positions may only
be closed-out at a profit after a 60-day holding period has elapsed; and (5) the
Compliance Officer must be informed periodically of all securities transactions
and duplicate copies of brokerage confirmations and account statements must be
supplied to the Compliance Officer.
The Distributor acts as national distributor for the Fund and for the
other mutual funds in the Delaware Investments family.
The Transfer Agent, an affiliate of the Manager, acts as shareholder
servicing, dividend disbursing and transfer agent for the Fund and for the other
mutual funds in the Delaware Investments family. Compensation is fixed each year
and approved by the Board of Trustees, including a majority of the disinterested
trustees. The Transfer Agent is paid a fee by the Fund for providing these
services consisting of an annual per account charge of $11.00 plus transaction
charges for particular services according to a schedule. The Transfer Agent also
provides accounting services to the Fund. Those services include performing all
functions related to calculating the Fund's net asset value and providing all
financial reporting services, regulatory compliance testing and other related
accounting services. For its services, the Transfer Agent is paid a fee based on
total assets of all funds in the Delaware Investments family for which it
provides such accounting services. Such fee is equal to 0.25% multiplied by the
total amount of assets in the complex for which the Transfer Agent furnishes
accounting services, where such aggregate complex assets are $10 billion or
less, and 0.20% of assets if such aggregate
<PAGE>
complex assets exceed $10 billion. The fees are charged to each fund, including
the Fund, on an aggregate pro-rata basis. The asset-based fee payable to the
Transfer Agent is subject to a minimum fee calculated by determining the total
number of investment portfolios and associated classes.
The Manager and its affiliates own the name "Delaware Group." Under
certain circumstances, including the termination of the Fund's advisory
relationship with the Manager or its distribution relationship with the
Distributor, the Manager and its affiliates could cause the Fund to delete the
words "Delaware Group" from the Fund's name.
The Chase Manhattan Bank ("Chase"), 4 Chase Metrotech Center, Brooklyn, NY
11245 is custodian of the Fund's securities and cash. As custodian for the Fund,
Chase maintains a separate account or accounts for the Fund; receives, holds and
releases portfolio securities on account of the Fund; receives and disburses
money on behalf of the Fund; and collects and receives income and other payments
and distributions on account of the Fund's portfolio securities.
Capitalization
Tax-Free Money Fund has a present unlimited authorized number of
shares of beneficial interest with no par value allocated to each Class. The
Fund offers two classes of shares, Tax-Free Money Fund A Class and Tax-Free
Money Fund Consultant Class, each representing a proportionate interest in the
assets of the Fund, and each having the same voting and other rights and
preferences as the other class, except that Class A Shares may not vote on any
matter affecting the Distribution Plan under Rule 12b-1 of Consultant Class
Shares. General expenses of the Fund will be allocated on a pro-rata basis to
the classes according to asset size, except that any expenses of the Rule 12b-1
Plan of Consultant Class Shares will be allocated solely to that Class.
Shares have no preemptive rights, are fully transferable and, when issued,
are fully paid and nonassessable.
Prior to January 1, 1991, the portfolio of the Fund was managed to
maintain a fixed net asset value of $10.00 per share. The Fund reduced the net
asset value per share from $10.00 to $1.00 by effecting a ten-to-one stock split
for shareholders of record on that date.
Prior to January 1992, Class A Shares were known as the original class and
between January 1992 and February 1994 were known as Tax-Free Money Fund class.
Prior to January 1992, Consultant Class Shares were known as the consultant
class, between January 1992 and November 1992 was known as Tax-Free Money Fund
(Institutional) class and between November 1992 and February 1994 was known as
Tax-Free Money Fund Consultant class.
Effective August 16, 1999, the name of Prime Series changed to Delaware
Tax-Free Money Fund. Effective August 27, 1999 the name of Delaware Group
Tax-Free Money Fund, Inc. changed to Delaware Group Tax-Free Money Fund.
<PAGE>
Noncumulative Voting
Tax-Free Money Fund's shares have noncumulative voting rights which
means that the holders of more than 50% of the shares of the Fund voting for the
election of trustees can elect all the trustees if they choose to do so, and, in
such event, the holders of the remaining shares will not be able to elect any
trustees.
This Part B does not include all of the information contained in the
Registration Statement which is on file with the SEC.
<PAGE>
FINANCIAL STATEMENTS
Ernst & Young LLP serves as the independent auditors for the Fund and, in
its capacity as such, audits the financial statements contained in the Fund's
Annual Report. The Fund's Statement of Net Assets, Statement of Operations,
Statement of Changes in Net Assets, Financial Highlights and Notes to Financial
Statements, as well as the report of Ernst & Young LLP, independent auditors for
the fiscal year ended April 30, 1999, are included in the Fund's Annual Report
to shareholders. The financial statements and financial highlights, the notes
relating thereto and the report of Ernst & Young LLP listed above are
incorporated by reference from the Annual Report into this Part B.
<PAGE>
APPENDIX A--DESCRIPTION OF RATINGS
Bonds
Moody's Investors Service, Inc.
Aaa Highest quality; smallest degree of investment risk.
Aa High quality; together with Aaa bonds, they compose the high-grade
bond group.
A Possess favorable attributes; considered "upper medium" grade
obligations.
Standard & Poor's Ratings Group
AAA Highest rating; extremely strong capacity to pay principal and
interest.
AA High quality; very strong capacity to pay principal and interest.
A Good quality; strong capacity to pay principal and interest although
more susceptible to changes in circumstances.
Commercial Paper
Moody's Investors Service, Inc. Standard & Poor's Ratings Group
P-1 Superior quality A-1+ Extremely strong quality
P-2 Strong quality A-1 Strong quality
A-2 Satisfactory quality
State and Municipal Notes
Moody's Investors Service, Inc.
MIG-1 Highest quality; enjoy strong protection from established cash flow of
funds for their servicing or from established and broad-based access to the
market for refinancing, or both.
MIG-2 High quality; possess ample margins of protection although not so large as
in the preceding group.
<PAGE>
APPENDIX B--INVESTMENT OBJECTIVES OF THE DELAWARE INVESTMENTS FUNDS
Following is a summary of the investment objectives the funds in the
Delaware Investments family:
Delaware Balanced Fund seeks long-term growth by a balance of capital
appreciation, income and preservation of capital. It uses a dividend-oriented
valuation strategy to select securities issued by established companies that are
believed to demonstrate potential for income and capital growth. Delaware
Devon Fund seeks current income and capital appreciation by investing primarily
in income-producing common stocks, with a focus on common stocks the Manager
believes have the potential for above average dividend increases over time.
Delaware Trend Fund seeks long-term growth by investing in common
stocks issued by emerging growth companies exhibiting strong capital
appreciation potential.
Delaware Small Cap Value Fund seeks capital appreciation by investing
primarily in common stocks whose market values appear low relative to their
underlying value or future potential.
Delaware DelCap Fund seeks long-term capital growth by investing in
common stocks and securities convertible into common stocks of companies that
have a demonstrated history of growth and have the potential to support
continued growth.
Delaware Decatur Equity Income Fund seeks the highest possible current
income by investing primarily in common stocks that provide the potential for
income and capital appreciation without undue risk to principal. Delaware
Growth and Income Fund seeks long-term growth by investing primarily in
securities that provide the potential for income and capital appreciation
without undue risk to principal. Delaware Blue Chip Fund seeks to achieve
long-term capital appreciation. Current income is a secondary objective. It
seeks to achieve these objectives by investing primarily in equity securities
and any securities that are convertible into equity securities. Delaware
Social Awareness Fund seeks to achieve long-term capital appreciation. It seeks
to achieve this objective by investing primarily in equity securities of medium-
to large-sized companies expected to grow over time that meet the Fund's "Social
Criteria" strategy.
Delaware Delchester Fund seeks as high a current income as possible by
investing principally high yield, high risk in corporate bonds, and also in U.S.
government securities and commercial paper. Delaware Strategic Income Fund
seeks to provide investors with high current income and total return by using a
multi-sector investment approach, investing principally in three sectors of the
fixed-income securities markets: high yield, higher risk securities, investment
grade fixed-income securities and foreign government and other foreign
fixed-income securities. Delaware High-Yield Opportunities Fund seeks to
provide investors with total return and, as a secondary objective, high current
income.
Delaware American Government Bond Fund seeks high current income
by investing primarily in long-term debt obligations issued or guaranteed by the
U.S. government, its agencies or instrumentalities.
Delaware Limited-Term Government Fund seeks high, stable income by
investing primarily in a portfolio of short- and intermediate-term securities
issued or guaranteed by the U.S. government, its agencies or instrumentalities
and instruments secured by such securities.
<PAGE>
Delaware Cash Reserve Fund seeks the highest level of income
consistent with the preservation of capital and liquidity through investments in
short-term money market instruments, while maintaining a stable net asset value.
REIT Fund seeks to achieve maximum long-term total return with capital
appreciation as a secondary objective. It seeks to achieve its objectives by
investing in securities of companies primarily engaged in the real estate
industry.
Delaware Tax-Free USA Fund seeks high current income exempt from
federal income tax by investing in municipal bonds of geographically-diverse
issuers. Delaware Tax-Free Insured Fund invests in these same types of
securities but with an emphasis on municipal bonds protected by insurance
guaranteeing principal and interest are paid when due. Delaware Tax-Free USA
Intermediate Fund seeks a high level of current interest income exempt from
federal income tax, consistent with the preservation of capital by investing
primarily in municipal bonds.
Delaware Tax-Free Money Fund seeks high current income, exempt from
federal income tax, by investing in short-term municipal obligations, while
maintaining a stable net asset value.
Delaware Tax-Free New Jersey Fund seeks a high level of current
interest income exempt from federal income tax and New Jersey state and local
taxes, consistent with preservation of capital. Delaware Tax-Free Ohio Fund
seeks a high level of current interest income exempt from federal income tax and
Ohio state and local taxes, consistent with preservation of capital. Delaware
Tax-Free Pennsylvania Fund seeks a high level of current interest income exempt
from federal income tax and Pennsylvania state and local taxes, consistent with
the preservation of capital.
Foundation Funds are "fund of funds" which invest in other funds in the
Delaware Investments family (referred to as "Underlying Funds"). Delaware
Income Portfolio seeks a combination of current income and preservation of
capital with capital appreciation by investing in primarily a mix of fixed
income and domestic equity securities, including fixed income and domestic
equity Underlying Funds. Delaware Balanced Portfolio seeks capital
appreciation with current income as a secondary objective by investing primarily
in domestic equity and fixed income securities, including domestic equity and
fixed income Underlying Funds. Delaware Growth Portfolio seeks long term
capital growth by investing primarily in equity securities, including equity
Underlying Funds, and, to a lesser extent, in fixed income securities, including
fixed-income Underlying Funds.
Delaware International Equity Fund seeks to achieve long-term growth
without undue risk to principal by investing primarily in international
securities that provide the potential for capital appreciation and income.
Delaware Global Bond Fund seeks to achieve current income consistent with the
preservation of principal by investing primarily in global fixed-income
securities that may also provide the potential for capital appreciation.
Delaware Global Equity Fund seeks to achieve long-term total return by
investing in global securities which will provide higher current income than a
portfolio comprised exclusively of equity securities, along with the potential
for capital growth. Delaware Emerging Markets Fund seeks long-term capital
appreciation by investing primarily in equity securities of issuers located or
operating in emerging countries.
Delaware U.S. Growth Fund seeks to maximize capital appreciation by
investing in companies of all sizes which have low dividend yields, strong
balance sheets and high expected earnings growth rates relative to their
industry. Delaware Overseas Equity Fund seeks to maximize total return
(capital appreciation and income), principally through investments in an
internationally diversified portfolio of equity securities.
<PAGE>
Delaware New Pacific Fund seeks long-term capital appreciation by investing
primarily in companies which are domiciled in or have their principal business
activities in the Pacific Basin.
Delaware Group Premium Fund offers various funds available
exclusively as funding vehicles for certain insurance company separate accounts.
Growth and Income Series seeks the highest possible total rate of return by
selecting issues that exhibit the potential for capital appreciation while
providing higher than average dividend income. Delchester Series seeks as high a
current income as possible by investing in rated and unrated corporate bonds,
U.S. government securities and commercial paper. Capital Reserves Series seeks a
high stable level of current income while minimizing fluctuations in principal
by investing in a diversified portfolio of short- and intermediate-term
securities. Cash Reserve Series seeks the highest level of income consistent
with preservation of capital and liquidity through investments in short-term
money market instruments. DelCap Series seeks long-term capital appreciation by
investing its assets in a diversified portfolio of securities exhibiting the
potential for significant growth. Delaware Balanced Series seeks a balance of
capital appreciation, income and preservation of capital. It uses a
dividend-oriented valuation strategy to select securities issued by established
companies that are believed to demonstrate potential for income and capital
growth. International Equity Series seeks long-term growth without undue risk to
principal by investing primarily in equity securities of foreign issuers that
provide the potential for capital appreciation and income. Small Cap Value
Series seeks capital appreciation by investing primarily in small-cap common
stocks whose market values appear low relative to their underlying value or
future earnings and growth potential. Emphasis will also be placed on securities
of companies that may be temporarily out of favor or whose value is not yet
recognized by the market. Trend Series seeks long-term capital appreciation by
investing primarily in small-cap common stocks and convertible securities of
emerging and other growth-oriented companies. These securities will have been
judged to be responsive to changes in the market place and to have fundamental
characteristics to support growth. Income is not an objective. Global Bond
Series seeks to achieve current income consistent with the preservation of
principal by investing primarily in global fixed-income securities that may also
provide the potential for capital appreciation. Strategic Income Series seeks
high current income and total return by using a multi-sector investment
approach, investing primarily in three sectors of the fixed-income securities
markets: high-yield, higher risk securities; investment grade fixed-income
securities; and foreign government and other foreign fixed-income securities.
Devon Series seeks current income and capital appreciation by investing
primarily in income-producing common stocks, with a focus on common stocks that
the investment manager believes have the potential for above-average dividend
increases over time. Emerging Markets Series seeks to achieve long-term capital
appreciation by investing primarily in equity securities of issuers located or
operating in emerging countries. Convertible Securities Series seeks a high
level of total return on its assets through a combination of capital
appreciation and current income by investing primarily in convertible
securities. Social Awareness Series seeks to achieve long-term capital
appreciation by investing primarily in equity securities of medium to
large-sized companies expected to grow over time that meet the Series' "Social
Criteria" strategy. REIT Series seeks to achieve maximum long-term total return,
with capital appreciation as a secondary objective, by investing in securities
of companies primarily engaged in the real estate industry. Aggressive Growth
Series seeks long-term capital appreciation. The Series attempts to achieve its
investment objective by investing primarily in equity securities of companies
which the manager believes have the potential for high earnings growth.
Delaware US Government Securities Fund seeks to provide a high level
of current income consistent with the prudent investment risk by investing in
U.S. Treasury bills, notes, bonds, and other obligations issued or
unconditionally guaranteed by the full faith and credit of the U.S. Treasury,
and repurchase agreements fully secured by such obligations.
Delaware Tax-Free Arizona Insured Fund seeks to provide a high level
of current income exempt from federal income tax and the Arizona personal income
tax, consistent with the preservation of capital.
<PAGE>
Delaware Minnesota Insured Fund seeks to provide a high level of current income
exempt from federal income tax and the Minnesota personal income tax, consistent
with the preservation of capital.
Delaware Tax-Free Minnesota Intermediate Fund seeks to provide a high
level of current income exempt from federal income tax and the Minnesota
personal income tax, consistent with preservation of capital. The Fund seeks to
reduce market risk by maintaining an average weighted maturity from five to ten
years.
Delaware Tax-Free California Insured Fund seeks to provide a high
level of current income exempt from federal income tax and the California
personal income tax, consistent with the preservation of capital. Delaware
Tax-Free Florida Insured Fund seeks to provide a high level of current income
exempt from federal income tax, consistent with the preservation of capital. The
Fund will seek to select investments that will enable its shares to be exempt
from the Florida intangible personal property tax. Delaware Tax-Free Florida
Fund seeks to provide a high level of current income exempt from federal income
tax, consistent with the preservation of capital. The Fund will seek to select
investments that will enable its shares to be exempt from the Florida intangible
personal property tax. Delaware Tax-Free Kansas Fund seeks to provide a high
level of current income exempt from federal income tax, the Kansas personal
income tax and the Kansas intangible personal property tax, consistent with the
preservation of capital. Delaware Tax-Free Missouri Insured Fund seeks to
provide a high level of current income exempt from federal income tax and the
Missouri personal income tax, consistent with the preservation of capital.
Delaware Tax-Free New Mexico Fund seeks to provide a high level of current
income exempt from federal income tax and the New Mexico personal income tax,
consistent with the preservation of capital. Delaware Tax-Free Oregon
Insured Fund seeks to provide a high level of current income exempt from federal
income tax and the Oregon personal income tax, consistent with the
preservation of capital.
Delaware Tax-Free Arizona Fund seeks to provide a high level of
current income exempt from federal income tax and the Arizona personal income
tax, consistent with the preservation of capital. Delaware Tax-Free
California Fund seeks to provide a high level of current income exempt from
federal income tax and the California personal income tax, consistent with the
preservation of capital. Delaware Tax-Free Iowa Fund seeks to provide a high
level of current income exempt from federal income tax and the Iowa personal
income tax, consistent with the preservation of capital. Delaware Tax-Free
Idaho Fund seeks to provide a high level of current income exempt from federal
income tax and the Idaho personal income tax, consistent with the preservation
of capital. Delaware Minnesota High Yield Municipal Bond Fund seeks to
provide a high level of current income exempt from federal income tax and the
Minnesota personal income tax primarily through investment in medium and lower
grade municipal obligations. Delaware National High Yield Municipal Fund seeks
to provide a high level of income exempt from federal income tax, primarily
through investment in medium and lower grade municipal obligations. Delaware
Tax-Free New York Fund seeks to provide a high level of current income exempt
from federal income tax and the personal income tax of the state of New York and
the city of New York, consistent with the preservation of capital. Delaware
Tax-Free Wisconsin Fund seeks to provide a high level of current income exempt
from federal income tax and the Wisconsin personal income tax, consistent with
the preservation of capital.
Delaware Tax-Free Colorado Fund seeks to provide a high level of
current income exempt from federal income tax and the Colorado personal income
tax, consistent with the preservation of capital.
Delaware Aggressive Growth Fund seeks long-term capital appreciation,
which the Fund attempts to achieve by investing primarily in equity securities
believed to have the potential for high earnings growth. Although the Fund, in
seeking its objective, may receive current income from dividends and interest,
income is only an incidental consideration in the selection of the Fund's
investments. Delaware Growth Stock Fund has an objective of long-term capital
appreciation. The Fund seeks to achieve its objective from equity securities
<PAGE>
diversified among individual companies and industries. Delaware Tax-Efficient
Equity Fund seeks to obtain for taxable investors a high total return on an
after-tax basis. The Fund will attempt to achieve this objective by seeking to
provide a high long-term after-tax total return through managing its portfolio
in a manner that will defer the realization of accrued capital gains and
minimize dividend income.
Delaware Tax-Free Minnesota Fund seeks to provide a high level of
current income exempt from federal income tax and the Minnesota personal income
tax, consistent with the preservation of capital. Delaware Tax-Free North
Dakota Fund seeks to provide a high level of current income exempt from federal
income tax and the North Dakota personal income tax, consistent with the
preservation of capital.
For more complete information about any of the funds in the Delaware
Investments family, including charges and expenses, you can obtain a prospectus
from the Distributor. Read it carefully before you invest or forward funds.
Each of the summaries above is qualified in its entirety by the
information contained in each fund's prospectus(es).
<PAGE>
<TABLE>
<CAPTION>
---------------------------------------------
<S> <C>
Delaware Investments includes funds with a wide range of DELAWARE TAX-FREE MONEY FUND A CLASS
investment objectives. Stock funds, income funds, DELAWARE TAX-FREE MONEY FUND CONSULTANT CLASS
national and state-specific tax-exempt funds, money market
funds, global and international funds and closed-end
funds give investors the ability to create a portfolio that
fits their personal financial goals. For more information,
contact your financial adviser or call Delaware
Investments at 800-523-1918.
INVESTMENT MANAGER
Delaware Management Company
One Commerce Square
Philadelphia, PA 19103
NATIONAL DISTRIBUTOR
Delaware Distributors, L.P.
1818 Market Street ---------------------------------------------
Philadelphia, PA 19103 CLASSES OF DELAWARE GROUP TAX-FREE MONEY FUND
---------------------------------------------
SHAREHOLDER SERVICING,
DIVIDEND DISBURSING,
ACCOUNTING SERVICES,
AND TRANSFER AGENT
Delaware Service Company, Inc.
1818 Market Street
Philadelphia, PA 19103
PART B
LEGAL COUNSEL
Stradley, Ronon, Stevens & Young, LLP STATEMENT OF ADDITIONAL INFORMATION
One Commerce Square ---------------------------------------------
Philadelphia, PA 19103
AUGUST 27, 1999
INDEPENDENT AUDITORS
Ernst & Young LLP
Two Commerce Square
Philadelphia, PA 19103
CUSTODIAN
The Chase Manhattan Bank
4 Chase Metrotech Center
Brooklyn, NY 11245
</TABLE>
DELAWARE
INVESTMENTS
-----------
<PAGE>
PART C
Other Information
Item 23. Exhibits
(a) Agreement and Declaration of Trust.
(1) Agreement and Declaration of Trust (December 17,
1998) incorporated into this filing by reference
to Post-Effective Amendment No. 24 filed June 24,
1999.
(2) Certificate of Trust (December 17, 1998)
incorporated into this filing by reference to
Post-Effective Amendment No. 24 filed June 24,
1999.
(b) By-Laws. By-Laws (December 17, 1998) incorporated into
this filing by reference to Post-Effective Amendment No.
24 filed June 24, 1999.
(c) Instruments Defining the Rights of Security Holders.
(1) Agreement and Declaration of Trust. Article III,
IV, V and VI of the Agreement and Declaration of
Trust incorporated into this filing by reference
to Post-Effective Amendment No. 24 filed June 24,
1999.
(2) By-Laws. Article II of the By-Laws incorporated
into this filing by reference to Post-Effective
Amendment No. 24 filed June 24, 1999.
(d) Investment Management Agreement. Executed Investment
Management Agreement (August 27, 1999) between Delaware
Management Company and the Registrant attached as Exhibit.
(e) (1) Distribution Agreement. Form of Distribution
Agreement incorporated into this filing by
reference to Post-Effective Amendment No. 21 filed
June 28, 1996.
(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. 21 filed June 28, 1996.
(3) Dealer's Agreement. Dealer's Agreement (as amended
November 1995) (Module) incorporated into this
filing by reference to Post-Effective Amendment
No. 21 filed June 28, 1996.
(4) Mutual Fund Agreement for the Delaware Group of
Funds (as amended November 1995) (Module)
incorporated into this filing by reference to
Post-Effective Amendment No. 21 filed June 28,
1996.
(f) Inapplicable.
<PAGE>
(g) Custodian Agreement. Form of Custodian Agreement with
The Chase Manhattan Bank incorporated into this filing
by reference to Post-Effective Amendment No. 24 filed
June 24, 1999.
<PAGE>
(h) Other Material Contracts.
(1) Form of Shareholders Services Agreement
incorporated into this filing by reference to
Post-Effective Amendment No. 21 filed June 28,
1996.
(2) Form of Delaware Group of Funds Fund Accounting
Agreement with Delaware Service Company, Inc.
incorporated into this filing by reference to
Post-Effective Amendment No. 22 filed June 30,
1997.
(i) Opinion of Counsel. Incorporated into this filing
by reference to Post-Effective Amendment No. 24
filed June 24, 1999.
(j) Consent of Auditors. Attached as Exhibit.
(k) Inapplicable.
(l) Agreements in Connection with Initial Capital.
Investment Letter of Initial Shareholder,
originally filed with Pre-Effective Amendment No.
1 on May 28, 1981, incorporated into this filing
by reference to Post-Effective Amendment No. 22
filed June 30, 1997.
(m) Plans under Rule 12b-1. Form of Rule 12b-1 Plan
for the Consultant Class incorporated into this
filing by reference to Post-Effective Amendment
No. 21 filed June 28, 1996.
(n) Inapplicable.
(o) Other: Trustees' Powers of Attorney. Attached as
Exhibit.
Item 24. Persons Controlled by or under Common Control with Registrant.
None
Item 25. Indemnification. Incorporated into this filing by reference to
Pre-Effective Amendment No. 1 filed May 28, 1981 and Article VI
of the By-Laws incorporated into this filing by reference to
Post-Effective Amendment No. 24 filed June 24, 1999.
Item 26. Business and Other Connections of Investment Adviser.
Delaware Management Company (the "Manager"), a series of Delaware
Management Business Trust, 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 Equity Funds II, Inc., Delaware Group 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 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 Tax-Free Funds, Voyageur Intermediate Tax-Free
Funds, Voyageur Insured Funds, Voyageur Funds, Inc., 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
<PAGE>
directors/trustees of the other Delaware Investments funds, and certain officers
are also officers of these other funds. A company indirectly owned by the
Manager's parent company acts as principal underwriter to the mutual funds in
the Delaware Investments family (see Item 29 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.
The following persons serving as directors or officers of the
Manager have held the following positions during the past two years:
<TABLE>
<CAPTION>
Name and Positions and Offices with Delaware Management Company and its affiliates
Principal Business and other Positions and Offices Held
Address*
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C>
David K. Downes President of Delaware Management Company (a series of Delaware Management Business Trust);
Executive Vice President, Chief Operating Officer and Chief Financial Officer of Delaware
Management Holdings, Inc.; Executive Vice President, Chief Operating Officer, Chief Financial
Officer and Director of DMH Corp.; Executive Vice President, Chief Operating Officer, Chief
Financial Officer and Director of Delvoy, Inc.; President and Director of Delaware Management
Company, Inc.; Executive Vice President, Chief Operating Officer, Chief Financial Officer and
Trustee of Delaware Management Business Trust; Executive Vice President, Chief Operating
Officer and Chief Financial Officer of Delaware Investment Advisers (a series of Delaware
Management Business Trust); Chairman, President, Chief Executive Officer and Director of
Delaware Service Company, Inc. and Delaware Capital Management, Inc.; Chairman and Director
of Retirement Financial Services, Inc.; Chairman and Director of Delaware Management Trust
Company; Executive Vice President, Chief Operating Officer, Chief Financial Officer and Director
of Delaware Distributors, Inc.; Executive Vice President, Chief Operating Officer and Chief
Financial Officer of Delaware Distributors, L.P.; President, Chief Operating Officer, Chief
Financial Officer and Director of Delaware International Holdings Ltd.; Director of Delaware
International Advisers Ltd.; Executive Vice President, Chief Operating Officer, Chief Financial
Officer and Director of Founders Holdings, Inc.; Executive Vice President, Chief Operating Officer
and Chief Financial Officer of Founders CBO Corporation; President, Chief Executive Officer,
Chief Operating Officer, Chief Financial Officer and Director/Trustee of each fund in the Delaware
Investments family.
Chief Executive Officer and Director of Forewarn, Inc. since 1993, 8 Clayton Place, Newtown Square, PA
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</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name and Positions and Offices with Delaware Management Company and its affiliates
Principal Business and other Positions and Offices Held
Address*
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Richard J. Flannery Executive Vice President and General Counsel of Delaware Management Company (a series of Delaware
Management Business Trust); Executive Vice President and General Counsel of Delaware Management
Holdings, Inc.; Executive Vice President, General Counsel and Director of DMH Corp.; Executive Vice
President, General Counsel and Director of Delvoy, Inc.; Executive Vice President, General Counsel and
Director of Delaware Management Company, Inc.; Executive Vice President, General Counsel and Trustee
of Delaware Management Business Trust; Executive Vice President and General Counsel of Delaware
Investment Advisers (a series of Delaware Management Business Trust); Executive Vice President,
General Counsel and Director of Delaware Service Company, Inc.; Executive Vice President, General
Counsel and Director of Delaware Capital Management, Inc.; Executive Vice President, General Counsel
and Director of Retirement Financial Services, Inc.; Executive Vice President, General Counsel and
Director of Delaware Management Trust Company; Executive Vice President, General Counsel and Director
of Delaware Distributors, Inc.; Executive Vice President and General Counsel of Delaware Distributors,
L.P.; Executive Vice President, General Counsel and Director of Delaware International Holdings Ltd.;
Director of Delaware International Advisers Ltd.; Executive Vice President, General Counsel and
Director of Founders Holdings, Inc.; Executive Vice President and General Counsel of Founders CBO
Corporation; Executive Vice President and General Counsel of each fund in the Delaware Investments
family.
Director, HYPPCO Finance Company Ltd.
Limited Partner of Stonewall Links, L.P. since 1991, Bulltown Rd., Elverton, PA; Director and
Member of Executive Committee of Stonewall Links, Inc. since 1991, Bulltown Rd., Elverton, PA
- ---------------------------------------------------------------------------------------------------------------------------------
Richard G. Unruh Executive Vice President, Chief Investment Officer/ DMC Equity of Delaware Management
Company (a series of Delaware Management Business Trust); Executive Vice President of
Delaware Management Holdings, Inc.; Executive Vice President and Trustee of Delaware
Management Business Trust; Chief Executive Office, Chief Investment Officer/DIA Equity of
Delaware Investment Advisers (a series of Delaware Management Business Trust; Executive Vice
President of Delaware Capital Management, Inc.; Director of Delaware Investment Advisers Ltd.;
Executive Vice President, Chief Investment Officer/Equity of each fund in the Delaware
Investments family.
Board of Directors, Chairman of Finance Committee, Keystone Insurance Company since 1989, 2040 Market
Street, Philadelphia, PA; Board of Directors, Chairman of Finance Committee, AAA Mid Atlantic, Inc.
since 1989, 2040 Market Street, Philadelphia, PA; Board of Directors, Metron, Inc. since 1995, 11911
Freedom Drive, Reston, VA
- ---------------------------------------------------------------------------------------------------------------------------------
H. Thomas McMeekin(1) Executive Vice President of Delaware Management Business Trust; Executive Vice President of Delaware
Management Company (a series of Delaware Management Business Trust); Executive Vice President of
Delaware Capital Management, Inc.; Executive Vice President and Director of Founders Holdings, Inc.;
Director of Delaware Management Holdings, Inc., Director of Founders CBO Corporation, Director of
Vantage Investment Advisers; Director of Lincoln National Investment Companies; Executive Vice
President and Chief Investment Officer, Fixed Income of each Fund in the Delaware Investments family.
- ---------------------------------------------------------------------------------------------------------------------------------
Douglas L. Anderson Senior Vice President/Operations of Delaware Management Company (a series of Delaware Management
Business Trust; Senior Vice President/Operations of Delaware Service Company, Inc.; Senior Vice
President/Operations of Retirement Financial Services, Inc.; Senior Vice President/Operations of
Delaware Management Trust Company.
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name and Positions and Offices with Delaware Management Company and its affiliates
Principal Business and other Positions and Offices Held
Address*
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Michael P. Bishof Senior Vice President, Treasurer/Investment Accounting of Delaware Management Company (a series of
Delaware Management Business Trust); Senior Vice President, Treasurer/Investment Accounting of
Delaware Investment Advisers (a series of Delaware Management Business Trust); Senior Vice
President/Investment Accounting of Delaware Service Company, Inc.; Senior Vice President/Investment
Accounting of Delaware Capital Management, Inc.; Senior Vice President, Treasurer/Investment
Accounting of Delaware Distributors, L.P.; Senior Vice President, Manager of Investment Accounting of
Delaware International Holdings Ltd.; Senior Vice President, Treasurer/Investment Accounting of
Founders Holdings, Inc.; Senior Vice President and Assistant Treasurer of Founders CBO Corporation;
Senior Vice President and Treasurer of each fund in the Delaware Investments family.
- ---------------------------------------------------------------------------------------------------------------------------------
Robert J. DiBraccio Senior Vice President/Head of Equity Trading of Delaware Management Company (a series of Delaware
Management Business Trust); Senior Vice President/Head of Equity Trading of Delaware Investment
Advisers (a series of Delaware Management Business Trust); Senior Vice President/Head of Equity
Trading of Delaware Capital Management, Inc.
- ---------------------------------------------------------------------------------------------------------------------------------
John B. Fields Senior Vice President/Senior Portfolio Manager of Delaware Management Company (a series of
Delaware Management Business Trust); Trustee of Delaware Management Business Trust; Senior
Vice President/Senior Portfolio Manager of Delaware Investment Advisers (a series of Delaware
Management Business Trust); Senior Vice President/Senior Portfolio Manager of Delaware Capital
Mangement, Inc.; Senior Vice President/Senior Portfolio Manager of each fund in the Delaware
Investments family.
- ---------------------------------------------------------------------------------------------------------------------------------
Susan L. Hanson Senior Vice President/Global Marketing and Client Services of Delaware Management Company
(a series of Delaware Management Business Trust); Senior Vice President/Global Marketing and
Client Services of Delaware Investment Advisers (a series of Delaware Management Business
Trust)
- ---------------------------------------------------------------------------------------------------------------------------------
Joseph H. Hastings Senior Vice President/Treasurer/Corporate Controller of Delaware Management Company (a
series of Delaware Management Business Trust); Senior Vice President/Treasurer/Corporate
Controller of Delaware Management Holdings, Inc.; Senior Vice President/Treasurer/Corporate
Controller of DMH Corp; Senior Vice President/Treasurer/Corporate Controller of Delvoy, Inc.;
Senior Vice President/Treasurer/Corporate Controller of Delaware Management Company, Inc.;
Senior Vice President/Treasurer/Corporate Controller of Delaware Management Business Trust;
Senior Vice President/Treasurer/Corporate Controller of Delaware Service Company, Inc.; Senior
Vice President/Treasurer/Corporate Controller of Delaware Capital Management, Inc.; Senior Vice
President/Treasurer/Corporate Controller of Retirement Financial Services, Inc.; Executive Vice
President/Corporate Controller/Treasurer of Delaware Management Trust Company; Senior Vice
President/Treasurer/Corporate Controller of Delaware Distributors, L.P.; Senior Vice
President/Treasurer/Corporate Controller of Delaware International Holdings; Senior Vice
President/Treasurer/Corporate Controller of Founders Holdings, Inc.; Senior Vice President/
Assistant Treasurer Founders CBO Corporation; Senior Vice President/Corporate Controller of
each fund in the Delaware Investments family
- ---------------------------------------------------------------------------------------------------------------------------------
Joanne O. Hutcheson Senior Vice President/Human Resources of Delaware Management Company (a series of
Delaware Management Business Trust); Senior Vice President/Human Resources of Delaware
Management Holdings, Inc.; Senior Vice President/Human Resources of DMH Corp.; Senior Vice
President/Human Resources of Delvoy, Inc.; Senior Vice President/Human Resources of
Delaware Management Company, Inc.; Senior Vice President/Human Resources of Delaware
Management Business Trust; Senior Vice President/Human Resources of Delaware Investment
Advisers (a series of Delaware Management Business Trust); Senior Vice President/Human
Resources of Delaware Service Company, Inc.; Senior Vice President/Human Resources of
Delaware Capital Management, Inc.; Senior Vice President/Human Resources of Delaware
Retirement Financial Services, Inc.; Senior Vice President/Human Resources of Delaware
Management Trust Company; Senior Vice President/Human Resources of Delaware Distributors,
Inc.; Senior Vice President/Human Resources of Delaware Distributors, L.P.; Senior Vice
President/Human Resources of each fund in the Delaware Investments family.
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name and Positions and Offices with Delaware Management Company and its affiliates
Principal Business and other Positions and Offices Held
Address*
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Richelle S. Maestro Senior Vice President, Assistant Secretary and Deputy General Counsel of Delaware Management Company
(a series of Delaware Management Business Trust); Senior Vice President, Assistant Secretary and
Deputy General Counsel of Delaware Management Holdings, Inc.; Senior Vice President, Assistant
Secretary and Deputy General Counsel of DMH Corp.; Senior Vice President, Secretary and Deputy General
Counsel of Delvoy, Inc.; Senior Vice President, Secretary and Deputy General Counsel of Delaware
Management Company, Inc.; Senior Vice President, Assistant Secretary and Deputy General Counsel of
Delaware Management Business Trust; Senior Vice President, Assistant Secretary and Deputy General
Counsel of Delaware Investment Advisers (a series of Delaware Management Business Trust); Senior Vice
President, Secretary and Deputy General Counsel of Delaware Service Company, Inc.; Senior Vice
President, Secretary and Deputy General Counsel of Delaware Capital Management, Inc.; Senior Vice
President, Assistant Secretary and Deputy General Counsel of Retirement Financial Services, Inc.;
Senior Vice President, Assistant Secretary and Deputy General Counsel of Delaware Distributors, Inc.;
Senior Vice President, Assistant Secretary and Deputy General Counsel of Delaware Distributors, L.P.;
Senior Vice President, Secretary and Deputy General Counsel of Delaware Management Trust Company;
Senior Vice President, Secretary and Deputy General Counsel of Delaware International Holdings Ltd.;
Senior Vice President, Assistant Secretary and Deputy General Counsel of Founders Holdings, Inc.;
Secretary of Founders CBO Corporation; Senior Vice President, Assistant Secretary and Deputy General
Counsel of each fund in the Delaware Investments family.
General Partner of Tri-R Associates since 1989, 10001 Sandmeyer Lane, Philadelphia, PA.
- ---------------------------------------------------------------------------------------------------------------------------------
Eric E. Miller Senior Vice President, Assistant Secretary and Deputy General Counsel of Delaware Management
Company (a series of Delaware Management Business Trust); Senior Vice President, Assistant
Secretary and Deputy General Counsel of Delaware Management Holdings, Inc.; Senior Vice
President, Assistant Secretary and Deputy General Counsel of
DMH Corp.; Senior Vice President, Assistant Secretary and Deputy General Counsel of
Delvoy, Inc.; Senior Vice President, Assistant Secretary and Deputy General Counsel of Delaware
Management Company, Inc.; Senior Vice President, Assistant Secretary and Deputy General
Counsel of Delaware Management Business Trust; Senior Vice President, Assistant Secretary and
Deputy General Counsel of Delaware Investment Advisers (a series of Delaware Management
Business Trust); Senior Vice President, Assistant Secretary and Deputy General Counsel of
Delaware Service Company, Inc.; Senior Vice President, Assistant Secretary and Deputy General
Counsel of Delaware Capital Management, Inc.; Senior Vice President, Assistant Secretary and
Deputy General Counsel of Retirement Financial Services, Inc.; Senior Vice President, Assistant
Secretary and Deputy General Counsel of Delaware Distributors, Inc.; Senior Vice President,
Assistant Secretary and Deputy General Counsel of Delaware Distributors, L.P.; Senior Vice
President, Assistant Secretary and Deputy General Counsel of Founders Holdings, Inc.; Senior
Vice President, Secretary and Deputy General Counsel of each fund in the Delaware Investments
family.
- ---------------------------------------------------------------------------------------------------------------------------------
James L. Shields Senior Vice President, Chief Information Officer of Delaware Management Company (a series of
Delaware Management Business Trust); Senior Vice President, Chief Information Officer of
Delaware Investment Advisers (a series of Delaware Management Business Trust); Senior Vice
President, Chief Information Officer of Delaware Service Company, Inc.; Senior Vice President,
Chief Information Officer of Delaware Capital Management Company, Inc.; Senior Vice President,
Chief Information Officer of Retirement Financial Services, Inc.; Senior Vice President, Chief
Information Officer of Delaware Distributors, L.P.
- ---------------------------------------------------------------------------------------------------------------------------------
Christopher S. Adams Vice President/Business Manager, Equity of Delaware Management Company (a series of
Delaware Management Business Trust); Vice President/Business Manager, Equity of Delaware
Investment Advisers (a series of Delaware Management Business Trust)
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name and Positions and Offices with Delaware Management Company and its affiliates
Principal Business and other Positions and Offices Held
Address*
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Robert L. Arnold Vice President/Portfolio Manager of Delaware Management Company (a series of Delaware Management
Business Trust); Vice President/Portfolio Manager of Delaware Investment Advisers (a series of
Delaware Management Business Trust); Vice President/Portfolio Manager of Delaware Capital Management,
Inc., Vice President/Portfolio Manager of each fund in the Delaware Investments family.
- ---------------------------------------------------------------------------------------------------------------------------------
Marshall T. Bassett(2) Vice President/Portfolio Manager of Delaware Management Company (a series of Delaware Management
Business Trust); Vice President/Portfolio Manager of Delaware Investment Advisers (a series of
Delaware Management Business Trust); Vice President/Portfolio Manager of each fund in the Delaware
Investments family.
- ---------------------------------------------------------------------------------------------------------------------------------
Christopher S. Beck(3) Vice President/Senior Portfolio Manager of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Senior Portfolio Manager of Delaware Investment Advisers (a
series of Delaware Management Business Trust); Vice President/Senior Portfolio Manager of each fund in
the Delaware Investments family.
Trustee of New Castle County Pension Board since October 1992, Wilmington DE.
- ---------------------------------------------------------------------------------------------------------------------------------
Richard E. Beister Vice President/Trading Operations of Delaware Management Company (a series of Delaware
Management Business Trust)
- ---------------------------------------------------------------------------------------------------------------------------------
Lisa O. Brinkley Vice President/Compliance Director of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Compliance Director of Delaware Management
Holdings, Inc.;Vice President/Compliance Director of DMH Corp.;Vice President/Compliance
Director of Delvoy, Inc.;Vice President/Compliance Director of Delaware Management Company,
Inc.;Vice President/Compliance Director of Delaware Management Business Trust; Vice
President/Compliance Director of Delaware Investment Advisers (a series of Delaware
Management Business Trust);Vice President/Compliance Director of Delaware Service Company,
Inc.;Vice President/Compliance Director of Delaware Capital Management, Inc.; Vice
President/Compliance Director of Retirement Financial Services, Inc.; Vice President/Compliance
Director/Assistant Secretary of Delaware Management Business Trust; Vice President/Compliance
Director of Delaware Distributors, Inc.;Vice President/Compliance Director of Delaware
Distributors, L.P.;Vice President/Compliance Director of each fund in the Delaware Investments
family.
- ---------------------------------------------------------------------------------------------------------------------------------
MaryEllen M. Carrozza Vice President/Client Services of Delaware Management Company (a series of Delaware Management
Business Trust);Vice President/Client Services of Delaware Investment Advisers (a series of Delaware
Management Business Trust);Vice President/Client Services of each fund in the Delaware Investments
family.
- ---------------------------------------------------------------------------------------------------------------------------------
Stephen R. Cianci Vice President/Portfolio Manager of Delaware Management Company (a series of Delaware Management
Business Trust); Vice President/Portfolio Manager of Delaware Investment Advisers (a series of
Delaware Management Business Trust); Vice President/Portfolio Manager of each fund in the Delaware
Investments family.
- ---------------------------------------------------------------------------------------------------------------------------------
Mitchell L. Conery(4) Vice President/Senior Portfolio Manager of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Senior Portfolio Manager of Delaware Investment Advisers (a
series of Delaware Management Business Trust); Vice President/Senior Portfolio Manager of each fund in
the Delaware Investments family.
- ---------------------------------------------------------------------------------------------------------------------------------
Timothy G. Connors Vice President/Senior Portfolio Manager of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Senior Portfolio Manager of Delaware Investment Advisers (a
series of Delaware Management Business Trust).
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name and Positions and Offices with Delaware Management Company and its affiliates
Principal Business and other Positions and Offices Held
Address*
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Patrick P. Coyne Vice President/Senior Portfolio Manager of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Senior Portfolio Manager of Delaware Investment Advisers (a
series of Delaware Management Business Trust); Vice President/Senior Portfolio Manager of Delaware
Capital Management, Inc.; Vice President/Senior Portfolio Manager of each fund in the Delaware
Investments family.
- ---------------------------------------------------------------------------------------------------------------------------------
Nancy M. Crouse Vice President/Senior Portfolio Manager of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Senior Portfolio Manager of Delaware Investment Advisers (a
series of Delaware Management Business Trust); Vice President/Senior Portfolio Manager of each fund in
the Delaware Investments family.
- ---------------------------------------------------------------------------------------------------------------------------------
George E. Deming Vice President/Senior Portfolio Manager of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Senior Portfolio Manager of Delaware Investment Advisers (a
series of Delaware Management Business Trust); Vice President/Senior Portfolio Manager of each fund in
the Delaware Investments family.
- ---------------------------------------------------------------------------------------------------------------------------------
James P. Dokas(5) Vice President/Portfolio Manager of Delaware Management Company (a series of Delaware Management
Business Trust); Vice President/Portfolio Manager of Delaware Investment Advisers (a series of
Delaware Management Business Trust); Vice President/ Portfolio Manager of each fund in the Delaware
Investments family.
- ---------------------------------------------------------------------------------------------------------------------------------
Michael J. Dugan Vice President/Senior Portfolio Manager of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Senior Portfolio Manager of Delaware Investment Advisers (a
series of Delaware Management Business Trust); Vice President/Senior Portfolio Manager of each fund in
the Delaware Investments family.
- ---------------------------------------------------------------------------------------------------------------------------------
Roger A. Early Vice President/Senior Portfolio Manager of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Senior Portfolio Manager of Delaware Investment Advisers (a
series of Delaware Management Business Trust); Vice President/Senior Portfolio Manager of each fund in
the Delaware Investments family.
- ---------------------------------------------------------------------------------------------------------------------------------
Joel A. Ettinger(6) Vice President/Taxation of Delaware Management Company (a series of Delaware Management
Business Trust);Vice President/Taxation of Delaware Management Holdings, Inc.;Vice
President/Taxation of DMH Corp.;Vice President/Taxation of Delvoy, Inc.; Vice
President/Taxation of Delaware Management Company, Inc.;Vice President/Taxation of Delaware
Management Business Trust; Vice President/Taxation of Delaware Investment Advisers (a series of
Delaware Management Business Trust);Vice President/Taxation of Delaware Service Company,
Inc.;Vice President/Taxation of Delaware Capital Management, Inc.;Vice President/Taxation of
Retirement Financial Services, Inc.;Vice President/Taxation of Delaware Distributors, Inc.;Vice
President/Taxation of Delaware Distributors, L.P.;Vice President/Taxation of Founders Holdings,
Inc.; Vice President/Taxation of Founders CBO Corporation; Vice President/Taxation of each fund
in the Delaware Investments family.
- ---------------------------------------------------------------------------------------------------------------------------------
Gerald S. Frey Vice President/Senior Portfolio Manager of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Senior Portfolio Manager of Delaware Investment Advisers (a
series of Delaware Management Business Trust); Vice President/Senior Portfolio Manager of each fund in
the Delaware Investments family.
- ---------------------------------------------------------------------------------------------------------------------------------
James A. Furgele Vice President/Investment Accounting of Delaware Management Company (a series of Delaware Management
Business Trust);Vice President/Investment Accounting of Delaware Investment Advisers (a series of
Delaware Management Business Trust); Vice President/Investment Accounting of Delaware Service Company,
Inc.;Vice President/Investment Accounting of each fund in the Delaware Investments family.
- ---------------------------------------------------------------------------------------------------------------------------------
Stuart M. George Vice President/Equity Trading of Delaware Management Company (a series of Delaware
Management Business Trust);Vice President/Equity Trading of Delaware Investment Advisers (a
series of Delaware Management Business Trust).
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name and Positions and Offices with Delaware Management Company and its affiliates
Principal Business and other Positions and Offices Held
Address*
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Paul Grillo Vice President/Portfolio Manager of Delaware Management Company (a series of Delaware Management
Business Trust); Vice President/Portfolio Manager of Delaware Investment Advisers (a series of
Delaware Management Business Trust); Vice President/Portfolio Manager of each fund in the Delaware
Investments family.
- ---------------------------------------------------------------------------------------------------------------------------------
Brian T. Hannon Vice President of Delaware Management Company (a series of Delaware Management Business Trust); Vice
President of Delaware Investment Advisers (a series of Delaware Management Business Trust); Vice
President/Senior Portfolio Manager of each fund in the Delaware Investments family.
- ---------------------------------------------------------------------------------------------------------------------------------
John A. Heffern(7) Vice President/Portfolio Manager of Delaware Management Company (a series of Delaware Management
Business Trust); Vice President/Portfolio Manager of Delaware Investment Advisers (a series of
Delaware Management Business Trust); Vice President/Portfolio Manager of each fund in the Delaware
Investments family.
- ---------------------------------------------------------------------------------------------------------------------------------
Elizabeth H. Howell(8) Vice President/Senior Portfolio Manager of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Senior Portfolio Manager of Delaware Investment Advisers (a
series of Delaware Management Business Trust); Vice President/Senior Portfolio Manager of each fund in
the Delaware Investments family.
- ---------------------------------------------------------------------------------------------------------------------------------
Jeffrey Hynoski Vice President/Analyst of Delaware Management Company (a series of Delaware Management Business
Trust);Vice President/Analyst of Delaware Investment Advisers (a series of Delaware Management
Business Trust);Vice President/Analyst of each fund in the Delaware Investments family.
- ---------------------------------------------------------------------------------------------------------------------------------
Cynthia Isom Vice President/Portfolio Manager of Delaware Management Company (a series of Delaware Management
Business Trust); Vice President/Portfolio Manager of Delaware Investment Advisers (a series of
Delaware Management Business Trust); Vice President/Portfolio Manager of each fund in the Delaware
Investments family.
- ---------------------------------------------------------------------------------------------------------------------------------
Karina J. Ivstan Vice President/Strategic Planning of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Strategic Planning of Delaware Management
Holdings, Inc.;Vice President/Strategic Planning of Delaware Management Business Trust; Senior
Vice President, Assistant Secretary and Deputy General Counsel of Delaware Investment Advisers
(a series of Delaware Management Business Trust); Vice President/Strategic Planning of Delaware
Service Company, Inc.;Vice President/Strategic Planning of Delaware Capital Management, Inc.;
Vice President/Strategic Planning of Retirement Financial Services, Inc.; Vice President/Strategic
Planning of Delaware Management Trust Company; Vice President/Strategic of Delaware
Distributors, L.P.; Vice President/Strategic Planning of each fund in the Delaware Investments
family.
- ---------------------------------------------------------------------------------------------------------------------------------
Audrey E. Kohart Vice President/Assistant Controller/Corporate Accounting of Delaware Management Company (a
series of Delaware Management Business Trust)
- ---------------------------------------------------------------------------------------------------------------------------------
Steven T. Lampe Vice President/Research Analyst of Delaware Management Company (a series of Delaware Management
Business Trust); Vice President/Portfolio Manager of Delaware Investment Advisers (a series of
Delaware Management Business Trust); Vice President/Portfolio Manager of each fund in the Delaware
Investments family.
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name and Positions and Offices with Delaware Management Company and its affiliates
Principal Business and other Positions and Offices Held
Address*
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Philip Y. Lin Vice President, Assistant Secretary and Associate General Counsel of Delaware Management Company (a
series of Delaware Management Business Trust); Vice President, Assistant Secretary and Associate
General Counsel of Delaware Investment Advisers (a series of Delaware Management Business Trust);Vice
President, Assistant Secretary and Associate General Counsel of Delaware Service Company, Inc.;Vice
President, Assistant Secretary and Associate General Counsel of Delaware Capital Management, Inc.;Vice
President, Assistant Secretary and Associate General Counsel of Retirement Financial Services, Inc.;
Vice President, Assistant Secretary and Associate General Counsel of Delaware Management Trust
Company; Vice President, Assistant Secretary and Associate General Counsel of Delaware Distributors,
L.P.;Vice President, Assistant Secretary and Associate General Counsel of each fund in the Delaware
Investments family.
- ---------------------------------------------------------------------------------------------------------------------------------
Michael D. Mabry Vice President, Assistant Secretary and Associate General Counsel of Delaware Management
Company (a series of Delaware Management Business Trust); Vice President, Assistant Secretary
and Associate General Counsel of Delaware Investment Advisers (a series of Delaware
Management Business Trust);Vice President, Assistant Secretary and Associate General Counsel of
Delaware Service Company, Inc.;Vice President, Assistant Secretary and Associate General
Counsel of Delaware Capital Management, Inc.;Vice President, Assistant Secretary and Associate
General Counsel of Retirement Financial Services, Inc.; Vice President, Assistant Secretary and
Associate General Counsel of Delaware Distributors, L.P.; Vice President, Assistant Secretary and
Associate General Counsel of each fund in the Delaware Investments family.
- ---------------------------------------------------------------------------------------------------------------------------------
Paul A. Matlack Vice President/Senior Portfolio Manager of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Senior Portfolio Manager of Delaware Investment Advisers (a
series of Delaware Management Business Trust); Vice President/Senior Portfolio Manager of Founders
Holdings, Inc., President and Director of Founders CBO Corporation; Vice President/Senior Portfolio
Manager of each fund in the Delaware Investments family.
- ---------------------------------------------------------------------------------------------------------------------------------
Andrew M. McCullagh, Vice President/Senior Portfolio Manager of Delaware Management Company (a series of Delaware
Jr(9) Management Business Trust); Vice President/Senior Portfolio Manager of Delaware Investment Advisers (a
series of Delaware Management Business Trust); Vice President/Senior Portfolio Manager of each fund in
the Delaware Investments family.
- ---------------------------------------------------------------------------------------------------------------------------------
Francis X. Morris Vice President/Senior Portfolio Manager of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Senior Portfolio Manager of Delaware Investment Advisers (a
series of Delaware Management Business Trust); Vice President/Senior Portfolio Manager of each fund in
the Delaware Investments family.
- ---------------------------------------------------------------------------------------------------------------------------------
Gerald T. Nichols Vice President/Senior Portfolio Manager of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Senior Portfolio Manager of Delaware Investment
Advisers (a series of Delaware Management Business Trust); Vice President/Senior Portfolio
Manager of Founders Holdings, Inc., Treasurer, Assistant Secretary and Director of Founders CBO
Corporation; Vice President/Senior Portfolio Manager of each fund in the Delaware Investments
family.
- ---------------------------------------------------------------------------------------------------------------------------------
Robert A. Norton, Jr. Vice President/Research Analyst of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Portfolio Manager of Delaware Investment Advisers
(a series of Delaware Management Business Trust).
- ---------------------------------------------------------------------------------------------------------------------------------
David P. O'Connor Vice President, Assistant Secretary and Associate General Counsel of Delaware Management
Company (a series of Delaware Management Business Trust); Vice President, Assistant Secretary
and Associate General Counsel of Delaware Investment Advisers (a series of Delaware
Management Business Trust);Vice President, Assistant Secretary and Associate General Counsel of
Delaware Service Company, Inc.;Vice President, Assistant Secretary and Associate General
Counsel of Delaware Capital Management, Inc.;Vice President, Assistant Secretary and Associate
General Counsel of Retirement Financial Services, Inc.; Vice President, Assistant Secretary and
Associate General Counsel of Delaware Distributors, L.P.; Vice President, Assistant Secretary and
Associate General Counsel of each fund in the Delaware Investments family.
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name and Positions and Offices with Delaware Management Company and its affiliates
Principal Business and other Positions and Offices Held
Address*
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Gary A. Reed Vice President/Senior Portfolio Manager of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Senior Portfolio Manager of Delaware Investment Advisers (a
series of Delaware Management Business Trust); Vice President/Senior Portfolio Manager of each fund in
the Delaware Investments family.
- ---------------------------------------------------------------------------------------------------------------------------------
Richard Salus Vice President/Assistant Controller of Delaware Management Company (a series of Delaware Management
Business Trust); Vice President/Senior Portfolio Manager of Delaware Investment Advisers (a series of
Delaware Management Business Trust); Vice President/Assistant Controller of Delaware Management Trust
Company; Vice President/Assistant Controller of Delaware International Holdings Ltd.
- ---------------------------------------------------------------------------------------------------------------------------------
Richard D. Siedel Vice President/Assistant Controller/Manager Payroll of Delaware Management Company (a series
of Delaware Management Business Trust).
- ---------------------------------------------------------------------------------------------------------------------------------
Michael T. Taggart Vice President/Facilities and Administration Services of Delaware Management Company (a series of
Delaware Management Business Trust);Vice President/Facilities and Administration Services of Delaware
Investment Advisers (a series of Delaware Management Business Trust); Vice President/Facilities and
Administration Services of Delaware Service Company, Inc.;Vice President/Facilities and Administration
Services of Delaware Distributors, L.P.
- ---------------------------------------------------------------------------------------------------------------------------------
Thomas J. Trottman Vice President/Senior Corporate Bond Analyst of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Senior Corporate Bond Analyst of Delaware Investment
Advisers (a series of Delaware Management Business Trust); Vice President/Senior Corporate Bond
Analyst of each fund in the Delaware Investments family.
- ---------------------------------------------------------------------------------------------------------------------------------
Lori P. Wachs Vice President/Assistant Portfolio Manager of Delaware Management Company (a series of Delaware
Management Business Trust);Vice President/Assistant Portfolio Manager of Delaware Investment Advisers
(a series of Delaware Management Business Trust);Vice President/Assistant Portfolio Manager of each
fund in the Delaware Investments family.
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*Business Address is 1818 Market Street, Philadelphia, PA 19103.
- --------------------------------------------------------------------------------
1 PRESIDENT AND DIRECTOR, Lincoln Investment Management, Inc. prior to 1999.
2 VICE PRESIDENT, Morgan Stanley Asset Management prior to March 1997.
3 SENIOR PORTFOLIO MANAGER, Pitcairn Trust Company prior to May 1997.
4 INVESTMENT OFFICER, Travelers Insurance prior to January 1997.
5 DIRECTOR OF TRUST INVESTMENTS, Bell Atlantic Corporation prior to February
1997.
6 TAX PRINCIPAL, Ernst & Young LLP prior to April 1998.
7 SENIOR VICE PRESIDENT, EQUITY RESEARCH, NatWest Securities Corporation prior
to March 1997.
8 SENIOR PORTFOLIO MANAGER, Voyageur Fund Managers, Inc. prior to May 1997.
9 SENIOR VICE PRESIDENT, SENIOR PORTFOLIO MANAGER, Voyageur Asset Management
LLC prior to May 1997.
- --------------------------------------------------------------------------------
<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:
<TABLE>
<CAPTION>
Name and Principal Business Positions and Offices with Positions and Offices with
Address* Underwriter Registrant
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Delaware Distributors, Inc. General Partner None
- -------------------------------------------------------------------------------------------------------------------------
Delaware Investment Advisers Limited Partner None
- -------------------------------------------------------------------------------------------------------------------------
Delaware Capital Management, Inc. Limited Partner None
- -------------------------------------------------------------------------------------------------------------------------
Bruce D. Barton President and Chief Executive Officer None
- -------------------------------------------------------------------------------------------------------------------------
David K. Downes Executive Vice President/Chief Operating President and Chief Executive
Officer/Chief Financial Officer Officer/Chief Financial Officer/Chief
Operating Officer and Trustee
- -------------------------------------------------------------------------------------------------------------------------
Richard J. Flannery Executive Vice President/General Counsel Executive Vice President/General Counsel
- -------------------------------------------------------------------------------------------------------------------------
Diane M. Anderson Senior Vice President/Retirement None
Operations
- -------------------------------------------------------------------------------------------------------------------------
Michael P. Bishof Senior Vice President/Treasurer/Investment Senior Vice President/Treasurer
Accounting
- -------------------------------------------------------------------------------------------------------------------------
Daniel J. Brooks III Senior Vice President/Wholesaler None
- -------------------------------------------------------------------------------------------------------------------------
Terrence P. Cunningham Senior Vice President/National Sales None
Director, Financial Institutions
- -------------------------------------------------------------------------------------------------------------------------
Stephen J. Deangelis Senior Vice President/National Director, None
Managed Account Services
- -------------------------------------------------------------------------------------------------------------------------
Joseph H. Hastings Senior Vice President/Treasurer/Corporate Senior Vice President/Corporate Controller
Controller
- -------------------------------------------------------------------------------------------------------------------------
Joanne O. Hutcheson Senior Vice President/Human Resources Senior Vice President/Human Resources
- -------------------------------------------------------------------------------------------------------------------------
Bradley L. Kolstoe Senior Vice President/Western Division None
Sales, IPI Channel
- -------------------------------------------------------------------------------------------------------------------------
Richelle S. Maestro Senior Vice President/Deputy General Senior Vice President/Deputy General
Counsel/Assistant Secretary Counsel/Assistant Secretary
- -------------------------------------------------------------------------------------------------------------------------
Mac Macaulliffe Senior Vice President/Divisional Sales None
Manager
- -------------------------------------------------------------------------------------------------------------------------
J. Chris Meyer Senior Vice President/Director, Product None
Management
- -------------------------------------------------------------------------------------------------------------------------
Eric E. Miller Senior Vice President/Deputy General Senior Vice President/Deputy General
Counsel/Assistant Secretary Counsel/Secretary
- -------------------------------------------------------------------------------------------------------------------------
Stephen C. Nell Senior Vice President/National Retirement None
Sales
- -------------------------------------------------------------------------------------------------------------------------
Henry W. Orvin Senior Vice President/Eastern Division None
Sales Manager
- -------------------------------------------------------------------------------------------------------------------------
Christopher H. Price Senior Vice President/Channel Manager None
- -------------------------------------------------------------------------------------------------------------------------
Thomas E. Sawyer Senior Vice President/Director, National None
Sales
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name and Principal Business Positions and Offices with Positions and Offices with
Address* Underwriter Registrant
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
James L. Shields Senior Vice President/Chief Information None
Officer
- -------------------------------------------------------------------------------------------------------------------------
Richard P. Allen Vice President/Wholesaler, Midwest None
- -------------------------------------------------------------------------------------------------------------------------
David P. Anderson, Jr. Vice President/Wholesaler None
- -------------------------------------------------------------------------------------------------------------------------
Jeffrey H. Arcy Vice President/Wholesaler, South East None
Region
- -------------------------------------------------------------------------------------------------------------------------
Patrick A. Bearss Vice President/Wholesaler - Midwest None
- -------------------------------------------------------------------------------------------------------------------------
Gabriella Bercze Vice President/Wholesaler, Financial None
Institutions
- -------------------------------------------------------------------------------------------------------------------------
Denise D. Bradley Vice President/Wholesaler None
- -------------------------------------------------------------------------------------------------------------------------
Larry Bridwell Vice President/Financial Institutions None
Wholesaler
- -------------------------------------------------------------------------------------------------------------------------
Lisa O. Brinkley Vice President/Compliance Director Vice President/Compliance Director
- -------------------------------------------------------------------------------------------------------------------------
Terrance L. Bussard Vice President/Wholesaler None
- -------------------------------------------------------------------------------------------------------------------------
Daniel H. Carlson Vice President/Marketing Services None
- -------------------------------------------------------------------------------------------------------------------------
Larry Carr Vice President/VA Sales Manager None
- -------------------------------------------------------------------------------------------------------------------------
William S. Carroll Vice President/Wholesaler None
- -------------------------------------------------------------------------------------------------------------------------
Matthew Coldren Vice President/National Accounts None
- -------------------------------------------------------------------------------------------------------------------------
Patrick A Connelly Vice President/RIA Sales None
- -------------------------------------------------------------------------------------------------------------------------
Jessie V. Emery Vice President/Marketing Communications None
- -------------------------------------------------------------------------------------------------------------------------
Joel A. Ettinger Vice President/Taxation Vice President/Taxation
- -------------------------------------------------------------------------------------------------------------------------
Susan T. Friestedt Vice President/Retirement Services None
- -------------------------------------------------------------------------------------------------------------------------
Douglas R. Glennon Vice President/Wholesaler None
- -------------------------------------------------------------------------------------------------------------------------
Darryl S. Grayson Vice President/Director, Internal Sales None
- -------------------------------------------------------------------------------------------------------------------------
Rhonda J. Guido Vice President/Wholesaler None
- -------------------------------------------------------------------------------------------------------------------------
Ronald A. Haimowitz Vice President/Wholesaler None
- -------------------------------------------------------------------------------------------------------------------------
Edward J. Hecker Vice President/Wholesaler None
- -------------------------------------------------------------------------------------------------------------------------
John R. Herron Vice President/VA Wholesaler None
- -------------------------------------------------------------------------------------------------------------------------
Dinah J. Huntoon Vice President/Product Manager, Equities None
- -------------------------------------------------------------------------------------------------------------------------
Karina J. Istvan Vice President/Strategic Planning Vice President/Strategic Planning
- -------------------------------------------------------------------------------------------------------------------------
Chirstopher L. Johnston Vice President/Wholesaler None
- -------------------------------------------------------------------------------------------------------------------------
Michael J. Jordan Vice President/Wholesaler None
- -------------------------------------------------------------------------------------------------------------------------
Carolyn Kelly Vice President/Wholesaler None
- -------------------------------------------------------------------------------------------------------------------------
Richard M. Koerner Vice President/Wholesaler None
- -------------------------------------------------------------------------------------------------------------------------
Ellen M. Krott Vice President/Marketing None
- -------------------------------------------------------------------------------------------------------------------------
John Leboeuf Vice President/VA Wholesaler None
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name and Principal Business Positions and Offices with Positions and Offices with
Address* Underwriter Registrant
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SooHee Lee Vice President/Fixed Income & None
International Product Management
- -------------------------------------------------------------------------------------------------------------------------
Philip Y. Lin Vice President/Associate General Vice President/Associate General
Counsel/Assistant Secretary Counsel/Assistant Secretary
- -------------------------------------------------------------------------------------------------------------------------
John R. Logan Vice President/Wholesaler, Financial None
Institutions
- -------------------------------------------------------------------------------------------------------------------------
Michael D. Mabry Vice President/Associate General Vice President/Associate General
Counsel/Assistant Secretary Counsel/Assistant Secretary
- -------------------------------------------------------------------------------------------------------------------------
Theodore T. Malone Vice President/IPI Wholesaler None
- -------------------------------------------------------------------------------------------------------------------------
Debbie Marler Vice President/Wholesaler None
- -------------------------------------------------------------------------------------------------------------------------
Gregory J. McMillan Vice President/National Accounts None
- -------------------------------------------------------------------------------------------------------------------------
Nathan W. Medin Vice President/Wholesaler None
- -------------------------------------------------------------------------------------------------------------------------
Scott L. Metzger Vice President/Business Development None
- -------------------------------------------------------------------------------------------------------------------------
Roger J. Miller Vice President/Wholesaler None
- -------------------------------------------------------------------------------------------------------------------------
Christopher W. Moore Vice President/VA Wholesaler None
- -------------------------------------------------------------------------------------------------------------------------
Andrew F. Morris Vice President/Wholesaler None
- -------------------------------------------------------------------------------------------------------------------------
Patrick L. Murphy Vice President/Wholesaler None
- -------------------------------------------------------------------------------------------------------------------------
Scott E. Naughton Vice President/IPI Wholesaler None
- -------------------------------------------------------------------------------------------------------------------------
Julie Nusbaum Vice President/Wholesaler, Financial None
Institutions
- -------------------------------------------------------------------------------------------------------------------------
Julie A. Nye Vice President/Wholesaler None
- -------------------------------------------------------------------------------------------------------------------------
Daniel J. O'Brien Vice President/Insurance Products None
- -------------------------------------------------------------------------------------------------------------------------
David P. O'Connor Vice President/Associate General Vice President/Associate General
Counsel/Assistant Secretary Counsel/Assistant Secretary
- -------------------------------------------------------------------------------------------------------------------------
Joseph T. Owczarek Vice President/Wholesaler None
- -------------------------------------------------------------------------------------------------------------------------
Otis S. Page Vice President/Wholesaler None
- -------------------------------------------------------------------------------------------------------------------------
Mary Ellen Pernice-Fadden Vice President/Wholesaler None
- -------------------------------------------------------------------------------------------------------------------------
Mark A. Pletts Vice President/Wholesaler None
- -------------------------------------------------------------------------------------------------------------------------
Erik R. Preus Vice President/Wrap Wholesaler None
- -------------------------------------------------------------------------------------------------------------------------
Philip G. Rickards Vice President/Wholesaler None
- -------------------------------------------------------------------------------------------------------------------------
Laura E. Roman Vice President/Wholesaler None
- -------------------------------------------------------------------------------------------------------------------------
Robert A. Rosso Vice President/Wholesaler None
- -------------------------------------------------------------------------------------------------------------------------
Linda D. Shulz Vice President/Wholesaler None
- -------------------------------------------------------------------------------------------------------------------------
Gordon E. Searles Vice President/Client Services None
- -------------------------------------------------------------------------------------------------------------------------
James R. Searles Vice President/VA Sales Manager None
- -------------------------------------------------------------------------------------------------------------------------
Catherine A. Seklecki Vice President/Retirement Sales None
- -------------------------------------------------------------------------------------------------------------------------
John C. Shalloe Vice President/Wrap Fee Wholesaler, None
Western Region
- -------------------------------------------------------------------------------------------------------------------------
Edward B. Sheridan Vice President/Wholesaler None
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name and Principal Business Positions and Offices with Positions and Offices with
Address* Underwriter Registrant
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Robert E. Stansbury Vice President/Wholesaler None
- -------------------------------------------------------------------------------------------------------------------------
Stephanie R. Szabo Vice President/Retirement Marketing None
- -------------------------------------------------------------------------------------------------------------------------
Michael T. Taggart Vice President/Facilities and None
Administration Services
- -------------------------------------------------------------------------------------------------------------------------
Julia R. Vander-Els Vice President/Retirement Plan None
Communications
- -------------------------------------------------------------------------------------------------------------------------
Wayne W. Wagner Vice President/Wholesaler None
- -------------------------------------------------------------------------------------------------------------------------
John A. Wells Vice President/Marketing Technology None
- -------------------------------------------------------------------------------------------------------------------------
Courtney S. West Vice President/Institutional Sales None
- -------------------------------------------------------------------------------------------------------------------------
Andrew J. Whitaker Vice President/Wholesaler, Financial None
Institutions
- -------------------------------------------------------------------------------------------------------------------------
Theodore V. Wood Vice President/Technical Systems Officer None
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Business address of each is 1818 Market Street, Philadelphia, PA 19103.
(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.
(a) Not Applicable.
(b) Not Applicable.
(c) The Registrant hereby undertakes to furnish each person to
whom a prospectus is delivered with a copy of the
Registrant's latest annual report to shareholders, upon
request and without charge.
(d) 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 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
18th day of August, 1999.
DELAWARE GROUP TAX-FREE MONEY FUND
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>
/s/David K. Downes President/Chief Executive August 18, 1999
- ----------------------------------------- Officer/Chief Operating Officer/
David K. Downes Chief Financial Officer (Principal
Executive Officer/Principal
Financial Officer and Principal
Accounting Officer) and Trustee
/s/Wayne A. Stork * Trustee August 18, 1999
- -----------------------------------------
Wayne A. Stork
/s/Walter P. Babich * Trustee August 18, 1999
- -----------------------------------------
Walter P. Babich
/s/John H. Durham * Trustee August 18, 1999
- -----------------------------------------
John H. Durham
/s/Anthony D. Knerr * Trustee August 18, 1999
- -----------------------------------------
Anthony D. Knerr
/s/Ann R. Leven * Trustee August 18, 1999
- -----------------------------------------
Ann R. Leven
/s/Thomas F. Madison * Trustee August 18, 1999
- -----------------------------------------
Thomas F. Madison
/s/Charles E. Peck * Trustee August 18, 1999
- -----------------------------------------
Charles E. Peck
/s/Jan L. Yeomans * Trustee August 18, 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.D1 Executed Investment Management Agreement (August 27, 1999)
between Delaware Management Company and the Registrant
EX-99.J Consent of Auditors
EX-99.O Trustees' Powers of Attorney
<PAGE>
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, made by and between DELAWARE GROUP TAX-FREE MONEY FUND, 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 27th day of August, 1999.
DELAWARE MANAGEMENT COMPANY, DELAWARE GROUP TAX-FREE
a series of Delaware Management Business Trust MONEY FUND on behalf of
Funds listed on Exhibit A
By: /s/ David K. Downes By: /s/ Wayne A. Stork
------------------------------ -------------------------
Name: David K. Downes Name: Wayne A. Stork
------------------------------ -------------------------
Title: President Title: Chairman and Trustee
------------------------------ -------------------------
Attest: /s/ David P. O'Connor Attest: /s/ Eric E. Miller
------------------------------ -------------------------
Name: David P. O'Connor Name: Eric E. Miller
------------------------------ -------------------------
Title: Vice President/ Title: Senior Vice President/
Assistant Secretary/ Secretary/Deputy General
Associate General Counsel Counsel
------------------------------ -------------------------
-4-
<PAGE>
EXHIBIT A
THIS EXHIBIT to the Investment Management Agreement between DELAWARE
GROUP TAX-FREE MONEY FUND and DELAWARE MANAGEMENT COMPANY, a series of Delaware
Management Business Trust, entered into as of the 27th day of August, 1999 (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.
<TABLE>
<CAPTION>
Management Fee Schedule
(as a percentage of
average daily net assets)
Fund Name Effective Date Annual Rate
- --------- -------------- -----------
<S> <C> <C>
Delaware Tax-Free August 27, 1999 0.45% on first $500 million
Money Fund 0.40% on next $500 million
0.35% on next $1,500 million
0.30% on assets in excess of
$2,500 million
</TABLE>
<PAGE>
Consent of Ernst & Young LLP, Independent Auditors
We consent to the references to our firm under the captions "Financial
Highlights" in the Prospectus and "Financial Statements" in the Statement of
Additional Information and to the incorporation by reference in this
Post-Effective Amendment No. 25 to the Registration Statement (Form N-1A) (No.
2-70164) of Delaware Group Tax-Free Money Fund, Inc. of our report dated June 4,
1999, included in the 1999 Annual Report to shareholders.
/s/Ernst & Young LLP
- --------------------
Ernst & Young LLP
Philadelphia, Pennsylvania
August 25, 1999
<PAGE>
Report of Independent Auditors
To the Shareholders and Board of Directors
Delaware Group Tax-Free Money Fund, Inc.
We have audited the accompanying statement of net assets of Delaware Group
Tax-Free Money Fund, Inc. (the "Fund") as of April 30, 1999, and the related
statement of operations for the year then ended, the statements of changes in
net assets for each of the two years in the period then ended, and the financial
highlights for each of the five years in the period then ended. These financial
statements and financial highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements and financial highlights. Our procedures included confirmation of
securities owned as of April 30, 1999, by correspondence with the custodian and
brokers. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Delaware Group Tax-Free Money Fund, Inc. at April 30, 1999, the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended, and its financial highlights for each of
the five years in the period then ended, in conformity with generally accepted
accounting principles.
/s/Ernst & Young LLP
- --------------------
Ernst & Young LLP
June 4, 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
/a/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.
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
