<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
File No. 2-86606
File No. 811-3850
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
Pre-Effective Amendment No. / /
--------
Post-Effective Amendment No. 27 /X/
------
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
Amendment No. 27
------
DELAWARE GROUP TAX-FREE FUND
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
One Commerce Square, Philadelphia, Pennsylvania 19103
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (800) 523-1918
--------------
Richelle S. Maestro, Esquire, One Commerce Square, Philadelphia, PA 19103
--------------------------------------------------------------------------------
(Name and Address of Agent for Service)
Approximate Date of Public Offering: October 30, 2000
----------------
It is proposed that this filing will become effective:
___ immediately upon filing pursuant to paragraph (b)
X on October 30, 2000 pursuant to paragraph (b)
---
___ 60 days after filing pursuant to paragraph (a)(1)
___ on (date) pursuant to paragraph (a)(1)
___ 75 days after filing pursuant to paragraph (a)(2)
___ on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate:
___ 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. 27 to Registration File No. 2-86606
includes the following:
1. Facing Page
2. Contents Page
3. Part A - Prospectuses (1)
4. Part B - Statement of Additional Information (1)
5. Part C - Other Information (1)
6. Signatures
7. Exhibits
(1) The Prospectus and Statement of Additional Information contained in this
Post-Effective Amendment relate to the Registrant's three series and also
to the Delaware National High-Yield Municipal Bond Fund of Voyageur Mutual
Funds. The Part C contained in this Post-Effective Amendment relates only
to the Registrant's three series. A separate Registration Statement which
incorporates by reference the Prospectus and Statement of Additional
Information as it relates to the Delaware National High-Yield Municipal
Bond Fund and includes its own Part C is being filed for Voyageur Mutual
Funds.
<PAGE>
DELAWARE(SM)
INVESTMENTS
------------
Philadelphia * London
Delaware Tax-Free USA Fund
Delaware Tax-Free Insured Fund
Delaware Tax-Free USA Intermediate Fund
Delaware National High-Yield Municipal Bond Fund
Class A o Class B o Class C
Prospectus
October 30, 2000
Tax-Exempt Current Income Funds
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.
<PAGE>
Table of contents
Fund profiles
Delaware Tax-Free USA Fund page
Delaware Tax-Free Insured Fund
Delaware Tax-Free USA Intermediate Fund
Delaware National High-Yield Municipal Bond Fund
How we manage the Funds page
Our investment strategies
The securities we typically invest in
The risks of investing in the Funds
Who manages the Funds page
Investment manager
Portfolio managers
Fund administration (Who's who)
About your account page
Investing in the Funds
Choosing a share class
How to reduce your sales charge
How to buy shares
How to redeem shares
Account minimums
Special services
Dividends, distributions and taxes
Certain management considerations page
Financial highlights page
2
<PAGE>
Profile: Delaware Tax-Free USA Fund
What are the Fund's goals?
Delaware Tax-Free USA Fund seeks as high a level of current interest income
exempt from federal income tax as is available from municipal obligations as is
consistent with prudent investment management and preservation of capital.
Although the Fund will strive to meet its goal, there is no assurance that it
will.
What are the Fund's main investment strategies?
The Fund will invest primarily in municipal bonds and notes that are exempt from
federal income taxes. Municipal debt obligations are issued by state and local
governments to raise funds for various public purposes such as hospitals,
schools and general capital expenses. The Fund will invest its assets in
securities with maturities of various lengths, depending on market conditions,
but will have a dollar-weighted average effective maturity of between five and
30 years. We will attempt to adjust the average maturity of the bonds in the
portfolio to provide a high level of tax-exempt income consistent with
preservation of capital. The Fund's income level will vary depending on current
interest rates and the specific securities in the portfolio. The Fund may
concentrate its investments in certain types of bonds or in a certain segment of
the municipal bond market when the supply of bonds in other sectors does not
suit our investment needs.
What are the main risks of investing in the Fund?
Investing in any mutual fund involves risk, including the risk that you may lose
part or all of the money you invest. The value of your investment in the Fund
will increase and decrease according to changes in the value of the securities
in the Fund's portfolio. This Fund will be affected primarily by adverse changes
in interest rates. When interest rates rise, the value of bonds in the portfolio
will likely decline. The Fund may also be affected by the ability of individual
municipalities to pay interest and repay principal on the bonds they issue. The
Fund is a non-diversified investment company under the Investment Company Act of
1940 and may be subject to greater risk than if it were diversified. The Fund is
permitted to invest up to 20% of its net assets in securities subject to the
federal alternative minimum tax. Income from these securities would be taxable
for investors subject to that tax.
For a more complete discussion of risk, please see "The risks of investing in
the Funds" on page __.
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.
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 seeking monthly income, free from federal income taxes.
o Investors with long-term financial goals.
Who should not invest in the Fund
o Investors with very short-term financial goals.
o Investors who are unwilling to accept share prices that may fluctuate,
especially over the short term.
3
<PAGE>
How has Delaware Tax-Free USA Fund performed?
This bar chart and table can help you evaluate the 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 the average annual returns of all shares for
one-, five-, and ten-year or lifetime periods, as applicable. The Fund's past
performance does not necessarily indicate how it will perform in the future.
Year-by-year total return (Class A)
<TABLE>
<CAPTION>
------------- ----------- ----------- ------------ ----------- ----------- ------------ ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
------------- ----------- ----------- ------------ ----------- ----------- ------------ ----------- ------------ -----------
3.92% 12.42% 9.70% 11.62% -3.02% 13.70% 0.84% 8.31% 4.85% -5.18%
------------- ----------- ----------- ------------ ----------- ----------- ------------ ----------- ------------ -----------
</TABLE>
As of September 30, 2000, the Fund's Class A shares had a calendar year-to-date
return of 6.22% During the periods illustrated in this bar chart, Class A's
highest quarterly return was 4.73% for the quarter ended March 31, 1995 and its
lowest return was -3.30% for the quarter ended June 30, 1999.
The maximum Class A sales charge of 3.75%, which is normally deducted when you
purchase shares, is not reflected in the total returns in the previous paragraph
or in the bar chart. If this fee were included, the returns would be less than
those shown. The average annual returns in the table on page __ do include the
sales charge.
<TABLE>
<CAPTION>
Average annual returns for periods ending 12/31/99
----------------------------------------------------------------------------------------------------------------------------
CLASS A B C Lehman Brothers
Municipal
Bond Index
----------------------------------------------------------------------------------------------------------------------------
(if redeemed)*
(Inception (if redeemed)* (Inception
1/11/84) (Inception 5/2/94) 11/29/95)
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1 year -8.77% -9.53% -6.84% -2.06%
----------------------------------------------------------------------------------------------------------------------------
5 years 3.51% 3.15% N/A 6.91%
----------------------------------------------------------------------------------------------------------------------------
10 years or lifetime** 5.13% 2.79% 1.63% 6.89%
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
The Fund's returns are compared to the performance of the Lehman Brothers
Municipal Bond Index. You should remember that unlike the Fund, the index is
unmanaged and doesn't reflect the costs of operating a mutual fund, such as the
costs of buying, selling and holding securities.
* If shares were not redeemed, the returns for Class B would be -5.94%,
3.47% and 2.92% for the one-year, five-year and lifetime periods,
respectively. Returns for Class C would be -5.94% and 1.63% for the
one-year and lifetime periods, respectively.
** Lifetime returns are shown if the Class existed for less than 10 years.
Lehman Brothers Municipal Bond Index returns are for 10 years. Index
returns for Class B and Class C lifetimes were 5.98% and 4.58%,
respectively. Maximum sales charges are included in the Fund returns
above.
4
<PAGE>
What are the Fund's fees and expenses?
Sales charges are fees paid directly from your investments when you buy or sell
shares of the Fund.
<TABLE>
<CAPTION>
------------------------------------------------------------- ------------ ---------- ----------
CLASS A B C
------------------------------------------------------------- ------------ ---------- ----------
<S> <C> <C> <C>
Maximum sales charge (load) imposed on
purchases as a percentage of offering price 3.75% none None
------------------------------------------------------------- ------------ ---------- ----------
Maximum contingent deferred sales charge (load)
as a percentage of original purchase price or
redemption price, whichever is lower none(1) 4%(2) 1%(3)
------------------------------------------------------------- ------------ ---------- ----------
Maximum sales charge (load) imposed on
reinvested dividends none none None
------------------------------------------------------------- ------------ ---------- ----------
Redemption fees none none None
------------------------------------------------------------- ------------ ---------- ----------
</TABLE>
Annual fund operating expenses are deducted from the Fund's assets.
<TABLE>
------------------------------------------------------- ----------- ---------- ----------
<S> <C> <C> <C>
Management fees 0.55% 0.55% 0.55%
------------------------------------------------------- ----------- ---------- ----------
Distribution and service (12b-1) fees 0.20%(4) 1.00% 1.00%
------------------------------------------------------- ----------- ---------- ----------
Other expenses 0.22% 0.22% 0.22%
------------------------------------------------------- ----------- ---------- ----------
Total operating expenses 0.97% 1.77% 1.77%
------------------------------------------------------- ----------- ---------- ----------
</TABLE>
5
<PAGE>
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.(5) This is
an example only, and does not represent future expenses, which may be greater or
less than those shown here.
<TABLE>
---------------- ----------- ------------ -------------------- ----------- -------------------
CLASS(6) A B B C C
(if redeemed) (if redeemed)
---------------- ----------- ------------ -------------------- ----------- -------------------
<S> <C> <C> <C> <C> <C>
1 year $470 $180 $580 $180 $280
---------------- ----------- ------------ -------------------- ----------- -------------------
3 years $672 $557 $857 $557 $557
---------------- ----------- ------------ -------------------- ----------- -------------------
5 years $891 $959 $1,159 $959 $959
---------------- ----------- ------------ -------------------- ----------- -------------------
10 years $1,520 $1,873 $1,873 $2,084 $2,084
---------------- ----------- ------------ -------------------- ----------- -------------------
</TABLE>
(1) A purchase of Class A shares of $1 million or more may be made at net asset
value. However, if you buy the shares through a financial adviser who is
paid a commission, a contingent deferred sales charge will apply to
redemptions made within two years of purchase. Additional Class A purchase
options that involve a contingent deferred sales charge may be permitted
from time to time and will be disclosed in the Prospectus if they are
available.
(2) If you redeem Class B shares during the first two years after you buy them,
you will pay a contingent deferred sales charge of 4%, which declines to 3%
during the third and fourth years, 2% during the fifth year, 1% during the
sixth year, and 0% thereafter.
(3) Class C shares redeemed within one year of purchase are subject to a 1%
contingent deferred sales charge.
(4) The Board of Trustees adopted a formula for calculating 12b-1 plan expenses
for Delaware Tax-Free USA Fund's Class A shares that went into effect on
June 1, 1992. Under this formula, 12b-1 plan expenses will not be more than
0.30% or less than 0.10%.
(5) 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) The Class B example reflects the conversion of Class B shares to Class A
shares after approximately eight years. Information for the ninth and tenth
years reflects expenses of the Class A shares.
6
<PAGE>
Profile: Delaware Tax-Free Insured Fund
What are the Fund's goals?
Delaware Tax-Free Insured Fund seeks as high a level of current interest income
exempt from federal income tax as is available from municipal obligations as is
consistent with prudent investment management and preservation of capital.
Although the Fund will strive to meet its goal, there is no assurance that it
will.
What are the Fund's main investment strategies?
The Fund will invest primarily in municipal bonds and notes that are exempt from
federal income taxes. Municipal debt obligations are issued by state and local
governments to raise funds for various public purposes such as hospitals,
schools and general capital expenses. The Fund will invest its assets in
securities with maturities of various lengths, depending on market conditions,
but will have a dollar-weighted average effective maturity of between five and
30 years. We will attempt to adjust the average maturity of the bonds in the
portfolio to provide a high level of tax-exempt income consistent with
preservation of capital. The Fund's income level will vary
depending on current interest rates and the specific securities in the
portfolio. The Fund may concentrate its investments in certain types of bonds or
in a certain segment of the municipal bond market when the supply of bonds in
other sectors does not suit our investment needs.
The Fund will invest primarily in municipal securities whose scheduled payments
of interest and principal are fully insured. This insurance does not protect
against changes in the value of the bonds in the portfolio or changes in the
value of Fund shares.
What are the main risks of investing in the Fund?
Investing in any mutual fund involves risk, including the risk that you may lose
part or all of the money you invest. The value of your investment in the Fund
will increase and decrease according to changes in the value of the securities
in the Fund's portfolio. This Fund will be affected primarily by adverse changes
in interest rates. When interest rates rise, the value of bonds in the portfolio
will likely decline. The Fund may also be affected by the ability of individual
municipalities to pay interest and repay principal on the bonds they issue. The
Fund is a non-diversified investment company under the Investment Company Act of
1940 and may be subject to greater risk than if it were diversified. The Fund is
permitted to invest up to 20% of its net assets in securities subject to the
federal alternative minimum tax. Income from these securities would be taxable
for investors subject to that tax.
For a more complete discussion of risk, please see "The risks of investing in
the Funds" on page __.
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.
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 seeking monthly income, free from federal income taxes.
o Investors with long-term financial goals.
o Investors seeking the extra measure of safety offered by bonds whose principal
and interest payments are insured.
Who should not invest in the Fund
o Investors with very short-term financial goals.
o Investors who are unwilling to accept share prices that may fluctuate,
especially over the short term.
7
<PAGE>
How has Delaware Tax-Free Insured Fund performed?
This bar chart and table can help you evaluate the 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 the average annual returns of all shares for
one-, five-, and ten-year or lifetime periods, as applicable. The Fund's past
performance does not necessarily indicate how it will perform in the future.
Year-by-year total return (Class A)
<TABLE>
<CAPTION>
------------- ----------- ----------- ------------ ----------- ----------- ------------ ----------- ------------ -----------
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
------------- ----------- ----------- ------------ ----------- ----------- ------------ ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6.12% 11.24% 7.59% 9.36% -2.93% 13.89% 2.36% 8.22% 4.78% -4.04%
------------- ----------- ----------- ------------ ----------- ----------- ------------ ----------- ------------ -----------
</TABLE>
As of September 30, 2000, the Fund's Class A shares had a calendar year-to-date
return of 6.20%. During the periods illustrated in this bar chart, Class A's
highest quarterly return was 4.92% for the quarter ended December 31, 1995 and
its lowest return was -3.23% for the quarter ended March 31, 1994.
The maximum Class A sales charge of 3.75%, which is normally deducted when you
purchase shares, is not reflected in the previous paragraph or in the bar chart.
If this fee were included, the returns would be less than those shown. The
average annual returns in the table on page __ do include the sales charge.
<TABLE>
<CAPTION>
Average annual returns for periods ending 12/31/99
-------------------------------------------------------------------------------------------------------------------------
CLASS A B C Lehman Brothers
Insured Municipal
Bond Index
-------------------------------------------------------------------------------------------------------------------------
(if redeemed)* (if redeemed)*
-------------------------------------------------------------------------------------------------------------------------
(Inception 3/25/85) (Inception 5/2/94) (Inception 11/29/95)
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1 year -7.65% -8.46% -5.72% -3.26%
-------------------------------------------------------------------------------------------------------------------------
5 years 4.08% 3.71% N/A 6.92%
-------------------------------------------------------------------------------------------------------------------------
10 years or lifetime** 5.11% 3.40% 2.34% 7.15%
-------------------------------------------------------------------------------------------------------------------------
</TABLE>
The Fund's returns are compared to the performance of the Lehman Brothers
Insured Municipal Bond Index. You should remember that unlike the Fund, the
index is unmanaged and doesn't reflect the costs of operating a mutual fund,
such as the costs of buying, selling and holding securities.
* If shares were not redeemed, the returns for Class B would be -4.81%,
4.03% and 3.53% for the one-year, five-year and lifetime periods,
respectively. Returns for Class C would be -4.81% and 2.34% for the
one-year and lifetime periods, respectively.
** Lifetime returns are shown if the Class existed for less than 10 years.
Lehman Brothers Insured Municipal Bond Index returns are for 10 years.
Index returns for Class B and Class C lifetimes were 5.95% and 4.37%,
respectively. Maximum sales charges are included in the Fund returns
above.
8
<PAGE>
What are the Fund's fees and expenses?
Sales charges are fees paid directly from your investments when you buy or sell
shares of the Fund.
<TABLE>
<CAPTION>
------------------------------------------------------------- ------------ ---------- ----------
CLASS A B C
------------------------------------------------------------- ------------ ---------- ----------
<S> <C> <C> <C>
Maximum sales charge (load) imposed on
purchases as a percentage of offering price 3.75% none none
------------------------------------------------------------- ------------ ---------- ----------
Maximum contingent deferred sales charge (load)
as a percentage of original purchase price or
redemption price, whichever is lower none(1) 4%(2) 1%(3)
------------------------------------------------------------- ------------ ---------- ----------
Maximum sales charge (load) imposed on
reinvested dividends none none none
------------------------------------------------------------- ------------ ---------- ----------
Redemption fees none none none
------------------------------------------------------------- ------------ ---------- ----------
</TABLE>
Annual fund operating expenses are deducted from the Fund's assets.
<TABLE>
<S> <C> <C> <C>
------------------------------------------------------- ----------- ---------- ----------
Management fees 0.50% 0.50% 0.50%
------------------------------------------------------- ----------- ---------- ----------
Distribution and service (12b-1) fees 0.20%(4) 1.00% 1.00%
------------------------------------------------------- ----------- ---------- ----------
Other expenses 0.25% 0.25% 0.25%
------------------------------------------------------- ----------- ---------- ----------
Total operating expenses 0.95% 1.75% 1.75%
------------------------------------------------------- ----------- ---------- ----------
</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.(5) This is
an example only, and does not represent future expenses, which may be greater or
less than those shown here.
<TABLE>
<CAPTION>
---------------- ----------- ------------ -------------------- ----------- -------------------
CLASS(6) A B B C C
(if redeemed) (if redeemed)
---------------- ----------- ------------ -------------------- ----------- -------------------
<S> <C> <C> <C> <C> <C>
1 year $468 $178 $578 $178 $278
---------------- ----------- ------------ -------------------- ----------- -------------------
3 years $666 $551 $851 $551 $551
---------------- ----------- ------------ -------------------- ----------- -------------------
5 years $881 $949 $1,149 $949 $949
---------------- ----------- ------------ -------------------- ----------- -------------------
10 years $1,498 $1,851 $1,851 $2,062 $2,062
---------------- ----------- ------------ -------------------- ----------- -------------------
</TABLE>
9
<PAGE>
(1) A purchase of Class A shares of $1 million or more may be made at net asset
value. However, if you buy the shares through a financial adviser who is
paid a commission, a contingent deferred sales charge will apply to
redemptions made within two years of purchase. Additional Class A purchase
options that involve a contingent deferred sales charge may be permitted
from time to time and will be disclosed in the Prospectus if they are
available.
(2) If you redeem Class B shares during the first two years after you buy them,
you will pay a contingent deferred sales charge of 4%, which declines to 3%
during the third and fourth years, 2% during the fifth year, 1% during the
sixth year, and 0% thereafter.
(3) Class C shares redeemed within one year of purchase are subject to a 1%
contingent deferred sales charge.
(4) The Board of Trustees adopted a formula for calculating 12b-1 plan expenses
for Delaware Tax-Free Insured's Class A shares that went into effect on
June 1, 1992. Under this formula, 12b-1 plan expenses will not be more than
0.30% or less than 0.10%.
(5) 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) The Class B example reflects the conversion of Class B shares to Class A
shares after approximately eight years. Information for the ninth and tenth
years reflects expenses of the Class A shares.
10
<PAGE>
Profile: Delaware Tax-Free USA Intermediate Fund
What are the Fund's goals?
Delaware Tax-Free USA Intermediate Fund seeks as high a level of current
interest income exempt from federal income tax as is available from municipal
obligations as is consistent with prudent investment management and preservation
of capital. Although the Fund will strive to meet its goal, there is no
assurance that it will.
What are the Fund's main investment strategies?
The Fund will invest primarily in municipal bonds and notes that are exempt from
federal income taxes. Municipal debt obligations are issued by state and local
governments to raise funds for various public purposes such as hospitals,
schools and general capital expenses. The Fund will invest its assets in
securities with maturities of various lengths, depending on market conditions,
but will have a dollar-weighted average effective maturity of between three and
10 years. We will attempt to adjust the average maturity of the bonds in the
portfolio to provide a high level of tax-exempt income consistent with
preservation of capital. The Fund's income level will vary depending on current
interest rates and the specific securities in the portfolio. The Fund may
concentrate its investments in certain types of bonds or in a certain segment of
the municipal bond market when the supply of bonds in other sectors does not
suit our investment needs.
What are the main risks of investing in the Fund?
Investing in any mutual fund involves risk, including the risk that you may lose
part or all of the money you invest. The value of your investment in the Fund
will increase and decrease according to changes in the value of the securities
in the Fund's portfolio. This Fund will be affected primarily by adverse changes
in interest rates. When interest rates rise, the value of bonds in the portfolio
will likely decline. The Fund may also be affected by the ability of individual
municipalities to pay interest and repay principal on the bonds they issue. The
Fund is a non-diversified investment company under the Investment Company Act of
1940 and may be subject to greater risk than if it were diversified. The Fund is
permitted to invest up to 20% of its net assets in securities subject to the
federal alternative minimum tax. Income from these securities would be taxable
for investors subject to that tax.
11
<PAGE>
For a more complete discussion of risk, please see "The risks of investing in
the Funds" on page __.
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.
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 seeking monthly income, free from federal income taxes.
o Investors with long-term financial goals.
o Investors willing to give up some income potential in exchange for the
reduced risk of principal fluctuation that comes with an intermediate
maturity investment.
Who should not invest in the Fund
o Investors with very short-term financial goals.
o Investors who are unwilling to accept share prices that may fluctuate,
especially over the short term.
12
<PAGE>
How has Delaware Tax-Free USA Intermediate Fund performed?
This bar chart and table can help you evaluate the risks of investing in the
Fund. We show how returns for the Fund's Class A shares have varied over the
past six calendar years, as well as the average annual returns of all shares for
one-year and five-year and lifetime periods, as applicable. The Fund's past
performance does not necessarily indicate how it will perform in the future. The
returns reflect voluntary expense caps. The returns would be lower without the
voluntary caps.
Year-by-year total return (Class A)
--------------------------------------------------------------------------
1994 1995 1996 1997 1998 1999
--------------------------------------------------------------------------
-2.60% 12.18% 4.61% 6.50% 5.83% -1.41%
--------------------------------------------------------------------------
As of September 30, 2000, the Fund's Class A shares had a calendar year-to-date
return of 5.60%. During the periods illustrated in this bar chart, Class A's
highest quarterly return was 4.21% for the quarter ended March 31, 1995 and its
lowest quarterly return was -3.22% for the quarter ended March 31, 1994.
The maximum Class A sales charge of 2.75%, which is normally deducted when you
purchase shares, is not reflected in the total returns in the previous paragraph
or in the bar chart. If this fee were included, the returns would be less than
those shown. The average annual returns in the table on page __ do include the
sales charge.
<TABLE>
<CAPTION>
Average annual returns for periods ending 12/31/99
------------------------------------------------------------------------------------------------------------------
CLASS A B C Merrill Lynch 3-7 Year
Municipal Bond Index
------------------------------------------------------------------------------------------------------------------
(if redeemed)* (if redeemed)*
------------------------------------------------------------------------------------------------------------------
(Inception 1/7/93) (Inception 5/2/94) (Inception 11/29/95)
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1 year -4.10% -4.13% -3.19% 0.66%
------------------------------------------------------------------------------------------------------------------
5 years 4.87% 4.56% N/A 5.55%
------------------------------------------------------------------------------------------------------------------
Lifetime** 4.82% 3.97% 3.14% 5.00%
------------------------------------------------------------------------------------------------------------------
</TABLE>
The Fund's returns are compared to the performance of the Merrill Lynch 3-7 Year
Municipal Bond Index. You should remember that unlike the Fund, the index is
unmanaged and doesn't reflect the costs of operating a mutual fund, such as the
costs of buying, selling and holding securities.
* If shares were not redeemed, the returns for Class B would be -2.25%,
4.56% and 3.97% for the one-year, five-year and lifetime periods,
respectively. Returns for Class C would be -2.25%% and 3.14% for the
one-year and lifetime periods, respectively.
** Lifetime returns are shown if the Class existed for less than 10 years.
The Merrill Lynch 3-7 Year Municipal Bond Index return is for Class A
lifetime. Index returns for Class B and Class C lifetimes were 5.09%
and 4.28%, respectively. Maximum sales charges are included in the Fund
returns above.
13
<PAGE>
What are the Fund's fees and expenses?
Sales charges are fees paid directly from your investments when you buy or sell
shares of the Fund.
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
CLASS A B C
------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum sales charge (load) imposed on
purchases as a percentage of offering price 2.75% none none
------------------------------------------------------------------------------------------------
Maximum contingent deferred sales charge (load)
as a percentage of original purchase price or
Redemption price, whichever is lower none(1) 2%(2) 1%(3)
------------------------------------------------------------------------------------------------
Maximum sales charge (load) imposed on
reinvested dividends none none none
------------------------------------------------------------------------------------------------
Redemption fees none none none
------------------------------------------------------------------------------------------------
</TABLE>
Annual fund operating expenses are deducted from the Fund's assets.
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
Class A Class B Class C
------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Management fees 0.50% 0.50% 0.50%
------------------------------------------------------------------------------------------------
Distribution and service (12b-1) fees 0.15%(4) 1.00% 1.00%
------------------------------------------------------------------------------------------------
Other expenses 0.30% 0.30% 0.30%
------------------------------------------------------------------------------------------------
Total annual fund operating expenses 0.95% 1.80% 1.80%
------------------------------------------------------------------------------------------------
Fee waivers and payments(5) (0.15%) (0.15%) (0.15%)
------------------------------------------------------------------------------------------------
Net expenses 0.80% 1.65% 1.65%
------------------------------------------------------------------------------------------------
</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.(6) This is
an example only, and does not represent future expenses, which may be greater or
less than those shown here.
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
CLASS(7) A B B C C
(if redeemed) (if redeemed)
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 year $354 $168 $368 $168 $268
----------------------------------------------------------------------------------------------
3 years $555 $552 $652 $552 $552
----------------------------------------------------------------------------------------------
5 years $772 $961 $961 $961 $961
----------------------------------------------------------------------------------------------
10 years $1,396 $1,577 $1,577 $2,104 $2,104
----------------------------------------------------------------------------------------------
</TABLE>
14
<PAGE>
(1) A purchase of Class A shares of $1 million or more may be made at net asset
value. However, if you buy the shares through a financial adviser who is
paid a commission, a contingent deferred sales charge will apply to
redemptions made within one year of purchase. Additional Class A purchase
options that involve a contingent deferred sales charge may be permitted
from time to time and will be disclosed in the Prospectus if they are
available.
(2) If you redeem Class B shares during the first two years after you buy them,
you will pay a contingent deferred sales charge of 2%, which declines to 1%
during the third year, and 0% thereafter.
(3) Class C shares redeemed within one year of purchase are subject to a 1%
contingent deferred sales charge.
(4) The Board of Trustees set the 12b-1 plan expenses for Class A shares at
0.15% of average daily net assets. The maximum fees payable under Class A's
12b-1 Plan are 0.30% of average daily net assets.
(5) The investment manager has contracted to waive fees and pay expenses
through October 31, 2001, in order to prevent total operating expenses
(excluding any taxes, interest, brokerage fees, extraordinary expenses and
12b-1 fees) from exceeding 0.65% of average daily net assets.
(6) The Fund's actual rate of return may be greater or less than the
hypothetical 5% return we use here. This example reflects the net operating
expenses with expense waivers for year one and the total operating expenses
without expense waivers for years two through ten.
(7) The Class B example reflects the conversion of Class B shares to Class A
shares after approximately five years. Information for years six through
ten reflects expenses of the Class A shares.
15
<PAGE>
Profile: Delaware National High-Yield Municipal Bond Fund
What are the Fund's goals?
Delaware National High-Yield Municipal Bond Fund seeks a high level of current
income exempt from federal income tax primarily through investment in medium-
and lower-grade municipal obligations. Although the Fund will strive to meet its
goal, there is no assurance that it will.
What are the Fund's main investment strategies?
The Fund will invest primarily in municipal bonds and notes that are exempt from
federal income taxes. Municipal debt obligations are issued by state and local
governments to raise funds for various public purposes such as hospitals,
schools and general capital expenses. The Fund will invest its assets in
securities with maturities of various lengths, depending on market conditions,
but will typically have a weighted average maturity between 15 and 25 years. We
will attempt to adjust the average maturity of the bonds in the portfolio to
provide a high level of tax-exempt income consistent with preservation of
capital. The Fund's income will vary depending on current interest rates and the
specific securities in the portfolio. The Fund may concentrate its investments
in certain types of bonds or in a certain segment of the municipal bond market
when the supply of bonds in other sectors does not suit our investment needs.
Delaware National High-Yield Municipal Bond Fund will invest primarily in lower
rated municipal securities, which typically offer higher income potential and
involve greater risk than higher quality securities.
16
<PAGE>
What are the main risks of investing in the Fund?
Investing in any mutual fund involves risk, including the risk that you may lose
part or all of the money you invest. The value of your investment in the Fund
will increase and decrease according to changes in the value of the securities
in the Fund's portfolio. This Fund will be affected primarily by adverse changes
in interest rates. When interest rates rise, the value of bonds in the portfolio
will likely decline.
The Fund may also be affected by the ability of individual municipalities to pay
interest and repay principal on the bonds they issue. This risk is significant
for the Fund because the issuers of the bonds in the portfolio are generally
considered to be in a less secure financial situation and may be affected more
by adverse economic conditions. The Fund may be subject to greater volatility
during periods of adverse economic conditions and it may experience a greater
incidence of credit problems. The Fund is a non-diversified investment company
under the Investment Company Act of 1940 and may be subject to greater risk than
if it were diversified. The Fund is permitted to invest up to 100% of its net
assets in securities subject to the federal alternative minimum tax. Income from
these securities would be taxable for investors subject to that tax.
For a more complete discussion of risk, please see "The risks of investing in
the Funds" on page __.
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.
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 seeking monthly income, free from federal income taxes.
o Investors with long-term financial goals.
o Investors willing to accept the possibility of significant fluctuations in
share price, particularly in the short term.
Who should not invest in the Fund
o Investors with very short-term financial goals.
o Investors who are unwilling to accept share prices that may fluctuate,
especially in the short term.
17
<PAGE>
How has Delaware National High-Yield Municipal Bond Fund performed?
This bar chart and table can help you evaluate the 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 the average annual returns of all shares for
one-, five- and ten-year or lifetime periods, as applicable. The Fund's past
performance does not necessarily indicate how it will perform in the future. The
returns reflect voluntary expense caps. The returns would be lower without the
voluntary caps.
Year-by-year total return (Class A)
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6.42% 11.34% 9.82% 11.48% -2.61% 15.00% 6.53% 10.32% 6.68% -3.57%
-------------------------------------------------------------------------------------------------------------------------
</TABLE>
As of September 30, 2000, the Fund's Class A shares had a calendar year-to-date
return of 5.13%. During the periods illustrated in this bar chart, Class A's
highest quarterly return was 5.50% for the quarter ended March 31, 1995 and its
lowest quarterly return was -3.57% for the quarter ended March 31, 1994.
The maximum Class A sales charge of 3.75%, which is normally deducted when you
purchase shares, is not reflected in the total returns in the previous paragraph
or in the bar chart. If this fee were included, the returns would be less than
those shown. The average annual returns in the table on page __ do include the
sales charge.
<TABLE>
<CAPTION>
Average annual returns for periods ending 12/31/99
---------------------------------------------------------------------------------------------------------------------------
CLASS A B C Lehman Brothers
Municipal Bond Index
---------------------------------------------------------------------------------------------------------------------------
(if redeemed)* (if redeemed)*
---------------------------------------------------------------------------------------------------------------------------
(Inception 9/22/86) (Inception 12/18/96) (Inception 5/26/97)
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1 year -7.19% -7.94% -5.20% -2.06%
---------------------------------------------------------------------------------------------------------------------------
5 years 5.40% N/A N/A 6.91%
---------------------------------------------------------------------------------------------------------------------------
10 years or lifetime** 6.22% 2.80% 3.15% 6.89%
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
The Fund's returns are compared to the performance of the Lehman Brothers
Municipal Bond Index. You should remember that unlike the Fund, the index is
unmanaged and doesn't reflect the costs of operating a mutual fund, such as the
costs of buying, selling and holding securities.
* If shares were not redeemed, the returns for Class B would be -4.28%
and 3.68% for the one-year and lifetime periods, respectively. Returns
for Class C would be -4.28% and 3.15% for the one-year and lifetime
periods, respectively.
** Lifetime returns are shown if the Class existed for less than 10 years.
Lehman Brothers Municipal Bond Index returns are for 10 years. Index
returns for Class B and Class C lifetimes were 4.43% and 4.31%,
respectively. Maximum sales charges are included in the Fund's returns
above.
18
<PAGE>
What are the Fund's fees and expenses?
Sales charges are fees paid directly from your investments when you buy or sell
shares of the Fund.
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
CLASS A B C
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum sales charge (load) imposed on
Purchases as a percentage of offering price 3.75% none none
-------------------------------------------------------------------------------------------------
Maximum contingent deferred sales charge (load)
As a percentage of original purchase price or
Redemption price, whichever is lower none(1) 4%(2) 1%(3)
-------------------------------------------------------------------------------------------------
Maximum sales charge (load) imposed on
Reinvested dividends none none none
-------------------------------------------------------------------------------------------------
Redemption fees none none none
-------------------------------------------------------------------------------------------------
</TABLE>
Annual fund operating expenses are deducted from the Fund's assets.
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
Class A Class B Class C
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Management fees 0.55% 0.55% 0.55%
-------------------------------------------------------------------------------------------------
Distribution and service (12b-1) fees 0.25% 1.00% 1.00%
-------------------------------------------------------------------------------------------------
Other expenses 0.41% 0.41% 0.41%
-------------------------------------------------------------------------------------------------
Total annual fund operating expenses 1.21% 1.96% 1.96%
-------------------------------------------------------------------------------------------------
Fee waivers and payments(4) (0.21%) (0.21%) (0.21%)
-------------------------------------------------------------------------------------------------
Net expenses 1.00% 1.75% 1.75%
-------------------------------------------------------------------------------------------------
</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.(5) This is
an example only, and does not represent future expenses, which may be greater or
less than those shown here.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
CLASS(6) A B B C C
(if redeemed) (if redeemed)
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 year $473 $178 $578 $178 $278
-----------------------------------------------------------------------------------------------
3 years $725 $595 $895 $595 $595
-----------------------------------------------------------------------------------------------
5 years $996 $1,038 $1,238 $1,038 $1,038
-----------------------------------------------------------------------------------------------
10 years $1,768 $2,074 $2,074 $2,268 $2,268
-----------------------------------------------------------------------------------------------
</TABLE>
19
<PAGE>
(1) A purchase of Class A shares of $1 million or more may be made at net asset
value. However, if you buy the shares through a financial adviser who is
paid a commission, a contingent deferred sales charge will apply to
redemptions made within two years of purchase. Additional Class A purchase
options that involve a contingent deferred sales charge may be permitted
from time to time and will be disclosed in the Prospectus if they are
available.
(2) If you redeem Class B shares during the first two years after you buy them,
you will pay a contingent deferred sales charge of 4%, which declines to 3%
during the third and fourth years, 2% during the fifth year, 1% during the
sixth year, and 0% thereafter.
(3) Class C shares redeemed within one year of purchase are subject to a 1%
contingent deferred sales charge.
(4) The investment manager has contracted to waive fees and pay expenses
through October 31, 2001 in order to prevent total operating expenses
(excluding any taxes, interest, brokerage fees, extraordinary expenses and
12b-1 fees) from exceeding 0.75% of average daily net assets.
(5) The Fund's actual rate of return may be greater or less than the
hypothetical 5% return we use here. This example reflects the net operating
expenses with expense waivers for year one and the total operating expenses
without expense waivers for years two through ten.
(6) The Class B example reflects the conversion of Class B shares to Class A
shares after approximately eight years. Information for the ninth and tenth
years reflects expenses of the Class A shares.
20
<PAGE>
How we manage the Funds
Our investment strategies
We analyze economic and market conditions, seeking to identify the securities or
market sectors that we think are the best investments for a particular Fund.
Following is a general description of the investment strategies used to manage
the Funds and a list of securities the Funds may invest in.
We take a disciplined approach to investing, combining investment strategies and
risk management techniques that can help shareholders meet their goals.
We will generally invest in debt obligations issued by state and local
governments and their political subdivisions, agencies, authorities and
instrumentalities, exempt from federal income tax. We may also invest in debt
obligations issued by or for the District of Columbia, and its political
subdivisions, agencies, authorities and instrumentalities or territories and
possessions of the United States, which are exempt from federal income tax.
We will generally invest in securities for income rather than seeking capital
appreciation through active trading. However, we may sell securities for a
variety of reasons such as to reinvest the proceeds in higher yielding
securities, to eliminate investments not consistent with the preservation of
capital or to honor redemption requests. As a result we may realize losses or
capital gains which could be taxable to shareholders.
Delaware Tax-Free USA Fund and Delaware Tax-Free Insured Fund will generally
have a dollar-weighted average effective maturity of approximately five to 30
years. Delaware Tax-Free USA Intermediate Fund will generally have a
dollar-weighted average effective maturity between three and 10 years. This is a
more conservative strategy than funds with longer average maturities, which
should result in the Fund experiencing less price volatility when interest rates
rise or fall. Delaware National High-Yield Municipal Bond Fund will generally
have a weighted average effective maturity between 15 and 25 years.
The investment objective of each Fund described in this Prospectus is
non-fundamental. This means the Board of Trustees may change the objective
without obtaining shareholder approval. If the objective were changed, we would
notify shareholders before the change became effective.
21
<PAGE>
The securities we typically invest in
Fixed-income securities offer the potential for greater income payments than
stocks, and also may provide capital appreciation. Municipal bond securities
typically pay income free of federal income taxes and may be free of state
income taxes in the state where they are issued.
<TABLE>
<CAPTION>
--------------------------- -------------------------------------------------------------------------------------------------------
Securities How we use them
--------------------------- -------------------------------------------------------------------------------------------------------
Delaware Tax-Free Delaware Tax-Free Delaware Tax-Free USA Delaware National
USA Fund Insured Fund Intermediate Fund High-Yield Municipal
Bond Fund
--------------------------- ------------------------- ------------------------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Tax exempt obligations Under normal market Under normal market Under normal Under normal
are commonly known as conditions, the Fund conditions, the Fund conditions, the Fund conditions, the Fund
municipal bonds. These will invest 80% of its will invest 80% of its will invest at least will invest at least
are debt obligations assets in tax-exempt assets in tax-exempt 90% of its assets in 65% of its net assets
issued by or for a state debt obligations rated debt obligations rated tax-exempt debt in medium- and
or territory, its in the top four quality in the top grades by obligations rated in lower-grade tax-exempt
agencies or grades by S&P or S&P or another the top four quality obligations rated
instrumentalities, another nationally nationally recognized grades by S&P or between BBB and B-.
municipalities or other recognized statistical statistical ratings another NRSRO or
political sub-divisions. ratings organization organization (NRSRO). unrated but, in the The Fund will not make
The interest on these (NRSRO). These bonds These bonds may include manager's opinion, initial investments in
debt obligations can may include general general obligations equivalent in quality securities rated below
generally be excluded obligation bonds and bonds and revenue bonds. to the top four B-, although it may
from federal income tax revenue bonds. grades. The Fund may continue to hold such
as well as personal invest up to 10% of its securities if their
income tax in the state assets in securities rating has been reduced
where the bond is issued. rated lower than the below that grade.
Determination of a bond's top four grades or
tax-exempt status is unrated but, in the The Fund may invest all
based on the opinion of manager's opinion, or a portion of its
the bond issuer's legal equivalent in quality assets in higher grade
counsel. to obligations rated securities if the
lower than the top four manager determines that
grades. These bonds abnormal market
may include general conditions make
obligation bonds and investing in lower
revenue bonds. rated securities
inconsistent with
shareholders' best
interests.
Each Fund may also invest, without limit, in
short-term, tax-free instruments such as tax-exempt
commercial paper and general obligation, revenue and
project notes, as well as variable and floating rate
demand obligations. Short-term securities will be
rated in the top two grades by an NRSRO.
--------------------------- ----------------------------------------------------------------------------- -------------------------
</TABLE>
22
<PAGE>
<TABLE>
<CAPTION>
--------------------------- -------------------------------------------------------------------------------------------------------
Securities How we use them
--------------------------- -------------------------------------------------------------------------------------------------------
Delaware Tax-Free Delaware Tax-Free Delaware Tax-Free USA Delaware National
USA Fund Insured Fund Intermediate Fund High-Yield Municipal
Bond Fund
--------------------------- ------------------------- ------------------------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
General obligation bonds The Fund may invest The Fund may invest in The Fund may invest The Fund may invest in
are municipal bonds on without limit in general obligation without limit in general obligations and
which the payment of general obligation bonds; however, after general obligation will typically invest
principal and interest is bonds in the top four the application of bonds rated in the top in lower quality bonds
secured by the issuer's quality grades or bonds insurance, bonds four quality grades or rated between BBB and
pledge of its full faith, that are unrated, but representing at least bonds that are unrated, B- by S&P or another
credit and taxing power. which the manager 80% of net assets must but which the manager NRSRO.
determines to be of be rated AAA by S&P or determines to be of
equal quality. have an equivalent equal quality.
rating from another
NRSRO.
--------------------------- ------------------------- ------------------------- ------------------------- -------------------------
Revenue bonds are The Fund may invest The Fund may invest in The Fund may invest The Fund may invest in
municipal bonds on which without limit in revenue bonds; however, without limit in revenue bonds and will
principal and interest revenue bonds in the after the application revenue bonds in the typically invest in
payments are made from top four quality grades of insurance, bonds top four quality grades lower quality bonds
revenues derived from a or bonds that are representing 80% of net or bonds that are rated between BBB and
particular facility, from unrated, but which the assets must be rated unrated, but which the B- by S&P or another
the proceeds of a special manager determines to AAA by S&P or have an manager determines to NRSRO.
excise tax or from be of equal quality. equivalent rating from be of equal quality.
revenue generated by an another NRSRO.
operating project.
Principal and interest
are not secured by the
general taxing power.
Tax-exempt industrial
development bonds, in
most cases, are a type
of revenue bond that is
not backed by the credit
of the issuing
municipality and may
therefore involve
more risk.
--------------------------- ------------------------- ------------------------- ------------------------- -------------------------
</TABLE>
23
<PAGE>
<TABLE>
<CAPTION>
--------------------------- -------------------------------------------------------------------------------------------------------
Securities How we use them
--------------------------- -------------------------------------------------------------------------------------------------------
Delaware Tax-Free Delaware Tax-Free Delaware Tax-Free USA Delaware National
USA Fund Insured Fund Intermediate Fund High-Yield Municipal
Bond Fund
--------------------------- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Insured municipal bonds: Each Fund may invest without limit in insured bonds. We do not evaluate the creditworthiness
Various municipal issuers of the private insurer. Instead, we focus first on the creditworthiness of the actual bond issuer
may obtain insurance for and its ability to pay interest and principal.
their obligations. In the
event of a default, the It is possible that a substantial portion of a Fund's portfolio may consist of municipal bonds that
insurer is required to are insured by a single insurance company.
make payments of interest
and principal when due to Insurance is available on uninsured bonds and each Fund may purchase such insurance directly. We will
the bondholders. generally do so only if we believe that purchasing and insuring a bond provides an investment
However, there is no opportunity at least comparable to owning other available insured securities.
assurance that the
insurance company will The purpose of insurance is to protect against credit risk. It does not insure against market risk or
meet its obligations. guarantee the value of the securities in the portfolio or the value of shares of any of the Funds.
Insured obligations are
typically rated in the
top quality grades by an
NRSRO.
Insured bonds will At least 80% of Insured bonds will Insured bonds will
typically not be a Delaware Tax-Free typically not be a typically not be a
significant portion of the Insured Fund's net significant portion significant portion of
investments of Delaware assets will be of Delaware Tax-Free the investments of
Tax-Free USA Fund. invested in bonds USA Intermediate Delaware National
that are fully Fund's portfolio. High-Yield Municipal
insured. All Bond Fund.
insurers must have
AAA-rated claims
paying ability by S&P
or another NRSRO at
the time that the
insured bond is
purchased.
--------------------------- ----------------------------- ----------------------- ----------------------- -------------------------
</TABLE>
24
<PAGE>
<TABLE>
<CAPTION>
--------------------------- -------------------------------------------------------------------------------------------------------
Securities How we use them
--------------------------- -------------------------------------------------------------------------------------------------------
Delaware Tax-Free USA Fund Delaware Tax-Free Delaware Tax-Free USA Delaware National
Insured Fund Intermediate Fund High-Yield Municipal
Bond Fund
--------------------------- ----------------------------------------------------------------------------- -------------------------
<S> <C> <C> <C> <C>
Private activity or Each Fund may invest up to 20% of its assets in bonds whose income is Delaware National
private placement bonds subject to the federal alternative minimum tax. This means that a portion High-Yield Municipal
are municipal bond issues of the Fund's distributions could be subject to the federal alternative Bond Fund may invest
whose proceeds are used minimum tax that applies to certain taxpayers. without limit in these
to finance certain bonds.
non-government
activities, including
some types of industrial
revenue bonds such as
privately owned sports
and convention
facilities. The Tax
Reform Act of 1986
subjects interest income
from these bonds to the
federal alternative
minimum tax and makes the
tax-exempt status of
certain bonds dependent
on the issuer's
compliance with specific
requirements after the
bonds are issued.
--------------------------- -------------------------------------------------------------------------------------------------------
Zero coupon bonds: Zero Each Fund may invest in zero coupon bonds. The market prices of these bonds are generally more
coupon securities are volatile than the market prices of securities that pay interest periodically and are likely to react
debt obligations which do to changes in interest rates to a greater degree than interest-paying bonds having similar maturities
not entitle the holder to and credit quality. They may have certain tax consequences which, under certain conditions, could be
any periodic payments of adverse to a Fund.
interest prior to maturity
or a specified date when
the securities begin
paying current interest.
Therefore, they are issued
and traded at a price lower
than their face amounts or
par value.
--------------------------- -------------------------------------------------------------------------------------------------------
</TABLE>
25
<PAGE>
<TABLE>
<CAPTION>
---------------------------- -----------------------------------------------------------------------------------------------------
Securities How we use them
---------------------------- -----------------------------------------------------------------------------------------------------
Delaware Tax-Free USA Fund Delaware Tax-Free Delaware Tax-Free USA Delaware National
Insured Fund Intermediate Fund High-Yield Municipal
Bond Fund
---------------------------- ---------------------------------------------------- ----------------------- ------------------------
<S> <C> <C> <C> <C>
Inverse floaters are Delaware Tax-Free USA Fund and Delaware Tax-Free The Fund may invest The Fund may invest in
instruments with floating Insured Fund may invest in inverse floaters as in inverse floaters. inverse floaters.
or variable interest rates long as each Fund's combined investments in There is no limit on There is no limit on
that move in the opposite inverse floaters, futures contracts, options on the percentage of its the percentage of its
direction of short-term futures contracts and securities rated below net assets that may net assets that may be
interest rates, usually at investment grade do not exceed 20% of total net be invested in these invested in these
an accelerated speed. assets. securities. securities.
Consequently, the market
values of inverse floaters
will generally be more
volatile than other
tax-exempt investments.
These securities may be
considered to be derivative
securities.
---------------------------- ---------------------------------------------------- ----------------------- ------------------------
Variable rate and floating Each Fund may purchase "floating rate" and "variable rate" obligations without limit.
rate obligations pay
interest at rates that are
not fixed, but instead
vary with changes in
specified market rates or
indexes on pre-designated
dates.
---------------------------- -----------------------------------------------------------------------------------------------------
</TABLE>
26
<PAGE>
<TABLE>
<CAPTION>
---------------------------- -----------------------------------------------------------------------------------------------------
Securities How we use them
---------------------------- -----------------------------------------------------------------------------------------------------
Delaware Tax-Free USA Fund Delaware Tax-Free Delaware Tax-Free USA Delaware National
Insured Fund Intermediate Fund High-Yield Municipal
Bond Fund
---------------------------- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Advance refunded bonds: In Each Fund may invest without limit in advance refunded bonds. These bonds are generally considered
an advance refunding, the to be of very high quality because of the escrow account, which typically holds U.S. Treasuries.
issuer uses the proceeds
of a new bond issue to
purchase high grade
interest bearing debt
securities. These
securities are then
deposited into an
irrevocable escrow account
held by a trustee bank to
secure all future
principal and interest
payments on pre-existing
bonds, which are then
considered to be "advance
refunded bonds." Escrow
secured bonds often
receive the highest rating
from S&P and Moody's.
---------------------------- --------------------------- ------------------------ ----------------------- ------------------------
High-yield, high risk The Fund may invest up to Delaware Tax-Free The Fund may invest Delaware National
municipal bonds: Municipal 20% of its net assets in Insured Fund may up to 10% of its net High-Yield Municipal
debt obligations rated high-yield, high risk invest a portion of assets in high-yield, Bond Fund will invest
lower than investment fixed-income securities. its assets in debt high risk primarily in lower
grade by an NRSRO or, if obligations that are fixed-income rated, high-yield
unrated, of comparable considered to be below securities. securities. In doing
quality. These securities investment grade. The so, the Fund may offer
are often referred to as Fund presently intends higher income
"junk bonds" and are to limit such potential, but may
considered to be of poor investments to no more also be subject to
standing and predominately than 5% of its assets, greater risk,
speculative. as measured at the including price
time the Fund is volatility during
considering such a periods of adverse
purchase. economic conditions.
The Fund may also
experience a higher
incidence of credit
problems.
---------------------------- --------------------------- ------------------------ ----------------------- ------------------------
</TABLE>
27
<PAGE>
<TABLE>
<CAPTION>
---------------------------- -----------------------------------------------------------------------------------------------------
Securities How we use them
---------------------------- -----------------------------------------------------------------------------------------------------
Delaware Tax-Free USA Fund Delaware Tax-Free Delaware Tax-Free USA Delaware National
Insured Fund Intermediate Fund High-Yield Municipal
Bond Fund
---------------------------- --------------------------- ------------------------ ----------------------- ------------------------
<S> <C> <C> <C> <C>
Options represent a right Delaware Tax-Free USA Fund and Delaware Tax-Free The Funds may utilize options transactions in
to buy or sell a security Insured Fund may not invest in options on order to hedge against market risk and/or
at an agreed upon price at securities or any index of securities. facilitate portfolio management.
a future date. The
purchaser of an option may The Funds may purchase options on any security
or may not choose to go it is permitted to invest in or any index of
through with the securities that it is permitted to invest in.
transaction.
Use of these strategies can increase the
Certain options may be operating costs of the Funds and can lead to
considered to be loss of principal.
derivative securities.
---------------------------- -----------------------------------------------------------------------------------------------------
Futures contracts are Futures contracts may be used by the Funds to hedge market risks and/or facilitate portfolio
agreements for the management. Each of the Funds may enter into futures contracts for the purchase or sale of any
purchase or sale of security they are permitted to invest in or enter into futures contracts based on an index of
securities (or index of securities that they are permitted to invest in.
securities) at a specified
price, on a specified At times when we anticipate adverse conditions, we may want to protect gains on securities without
date. Unlike an option, a actually selling them. We might use futures or options on futures to neutralize the effect of any
futures contract must be price declines, without selling a bond or bonds.
executed unless it is sold
before the settlement Use of these strategies can increase the operating costs of the Fund and can lead to loss of
date. principal.
Certain futures and options
on futures may be considered
to be derivative securities.
---------------------------- -----------------------------------------------------------------------------------------------------
</TABLE>
28
<PAGE>
<TABLE>
<CAPTION>
---------------------------- -----------------------------------------------------------------------------------------------------
Securities How we use them
---------------------------- -----------------------------------------------------------------------------------------------------
Delaware Tax-Free Delaware Tax-Free Delaware Tax-Free USA Delaware National
USA Fund Insured Fund Intermediate Fund High-Yield Municipal
Bond Fund
---------------------------- -------------------------------------------------- ------------------------ -------------------------
<S> <C> <C> <C> <C>
Restricted securities are Delaware Tax-Free USA Fund and Delaware Tax-Free
privately placed Insured Fund may invest in futures contracts and
securities whose resale is options on futures contracts as long as each
restricted under Fund's combined investments in futures contracts
securities law. and options on futures contracts, inverse
floaters and securities rated below investment
grade do not exceed 20% of total net assets.
We may invest without limitation in privately placed securities including those that are eligible
for resale only among certain institutional buyers without registration, which are commonly known as
"Rule 144A Securities."
---------------------------- -----------------------------------------------------------------------------------------------------
Illiquid securities are Each Fund may invest up to 10% of its net assets in illiquid securities. Delaware National
securities that do not High-Yield Municipal
have a ready market, and Bond Fund may invest
cannot be easily sold up to 15% of its net
within seven days at assets in illiquid
approximately the price securities.
that a fund has valued
them.
---------------------------- -----------------------------------------------------------------------------------------------------
Repurchase agreements are Typically, we use repurchase agreements as a short-term investment for our cash position. Each Fund
agreements between a may use repurchase agreements which are at least 102% collateralized by securities in which the
buyer, such as a Fund, and Fund is permitted to invest directly. The Funds will only enter into repurchase agreements in
seller of securities in which the collateral is comprised of U.S. government securities.
which the seller agrees to
buy the securities back We may not enter into
within a specified time at repurchase agreements
the same price the buyer that represent more
paid for them, plus an than 10% of total
amount equal to an agreed assets except when
upon interest rate. investing for
Repurchase agreements are defensive purposes
often viewed as equivalent during periods of
to cash. adverse market
conditions.
---------------------------- ------------------------------------------------------------------------------ ----------------------
</TABLE>
29
<PAGE>
<TABLE>
<CAPTION>
---------------------------- ----------------------------------------------------------------------------------------------------
Securities How we use them
---------------------------- ----------------------------------------------------------------------------------------------------
Delaware Tax-Free USA Fund Delaware Tax-Free Delaware Tax-Free USA Delaware National
Insured Fund Intermediate Fund High-Yield
Municipal Bond Fund
---------------------------- --------------------------- ------------------------ ------------------------- ---------------------
<S> <C> <C> <C> <C>
Reverse repurchase * Delaware National
agreements are the same as High-Yield
repurchase agreements Municipal Bond Fund
except that a fund would may invest up to
act as the seller and 10% of total assets
agree to buy back the in reverse
securities at the same repurchase
price the buyer paid for agreements. This
them, plus an agreed upon may be preferable
interest rate. to a regular sale
because it avoids
certain market risk
and transaction
costs. However, it
is a form of
leveraging which may
exaggerate any
increases or
decreases in the
Fund's net asset
value. Because use
of this technique is
limited, we believe
it may facilitate
the Fund's ability
to provide current
income without
adversely affecting
our ability to
preserve capital.
---------------------------- ------------------------------------------------------------------------------ ---------------------
</TABLE>
* This is not a principal strategy for the Funds.
Please see the Statement of Additional Information for additional descriptions
on these securities.
Borrowing money
Each Fund may borrow money as a temporary measure for extraordinary purposes or
to facilitate redemptions. Borrowing money could result in a Fund being unable
to meet its investment objective.
Purchasing securities on a when-issued or delayed delivery basis
The Funds may buy securities on a when-issued or delayed delivery basis; that
is, entering into an agreement to buy a new issue with delivery and payment
taking place later. Usually, delivery or payment takes place 15 to 45 days
30
<PAGE>
later, but the Funds may also buy forward settlement bonds which could be
delivered up to 1.5 years from purchase date. There is no percentage limit on
the amount of each Fund's total assets, which may be invested in securities
issued in this manner. The Funds will designate cash or securities in amounts
sufficient to cover obligations and will value the designated assets daily.
Lending securities
Delaware Tax-Free Intermediate Fund may lend up to 25% of its assets to
qualified brokers, dealers and institutional investors for their use in
securities transactions. These transactions, if any, may generate additional
income for the Fund.
Concentration
Where we feel there is a limited supply of appropriate investments, each Fund
may concentrate its investments (invest more than 25% of total assets) in
municipal obligations relating to similar types of projects or with other
similar economic, business or political characteristics (such as bonds of
housing finance agencies or health care facilities). In addition, each Fund may
invest more than 25% of its assets in industrial development bonds or, in the
case of Delaware Tax-Free USA Fund, Delaware Tax-Free Insured Fund and Delaware
Tax-Free USA Intermediate Fund, pollution control bonds which may be backed only
by the assets and revenues of a non-governmental issuer. A Fund will not,
however, invest more than 25% of its total assets in bonds issued for companies
in the same industry.
Temporary defensive positions
During times of abnormal market conditions each Fund may invest in taxable
instruments for temporary defensive purposes. These could include securities
such as obligations of the U.S. government, its agencies and instrumentalities,
commercial paper, certificates of deposit of domestic banks and other debt
instruments. To the extent a Fund holds these securities, it may be unable to
achieve its investment objective.
Portfolio turnover
We anticipate that Delaware Tax-Free USA Fund's, Delaware Tax-Free Insured
Fund's and Delaware National High-Yield Municipal Bond Fund's annual portfolio
turnover will be less than 100%. We anticipate that Delaware Tax-Free USA
Intermediate Fund's annual portfolio turnover may be greater than 100%. A
turnover rate of 100% would occur if a Fund sold and replaced securities valued
at 100% of its net assets within one year. High turnover can result in increased
transaction costs and tax liability for investors.
31
<PAGE>
The risks of investing in the Funds
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
part or all of the money you invest. Before you invest in a Fund you should
carefully evaluate the risks. Because of the nature of the Funds, you should
consider your investment to be a long-term investment that typically provides
the best results when held for a number of years. Following are the chief risks
you assume when investing in these funds. Please see the Statement of Additional
Information for further discussion of these risks and other risks not discussed
here.
<TABLE>
<CAPTION>
--------------------------- -------------------------------------------------------------------------------------------------------
Risks How we strive to manage them
--------------------------- -------------------------------------------------------------------------------------------------------
Delaware Tax-Free USA Delaware Tax-Free Delaware Tax-Free USA Delaware National
Fund Insured Fund Intermediate Fund High-Yield Municipal
Bond Fund
--------------------------- --------------------------------------------------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Interest rate risk is the We do not try to increase return by predicting We do not try to In an attempt to reduce
risk that securities, and aggressively capitalizing on interest rate increase return by interest rate risk, we
particularly bonds with moves. predicting and will adjust the Fund's
longer maturities, will aggressively average maturity based
decrease in value if In an attempt to reduce interest rate risk, we capitalizing on on our view of interest
interest rates rise. will adjust a Fund's average maturity based on interest rate moves. rates. In anticipation
our view of interest rates. In anticipation of Instead, we aim to of an interest rate
an interest rate decline, we may extend average maintain an decline, we may extend
maturity and when we anticipate an increase we intermediate average average maturity and
may shorten average maturity. maturity that helps us when we anticipate an
reduce the effects of increase we may shorten
interest rate average maturity.
volatility. In an
attempt to reduce
interest rate risk, we
will adjust the Fund's
average maturity based
on our view of interest
rates. In anticipation
of an interest rate
decline, we may extend
average maturity and
when we anticipate an
increase we may shorten
average maturity.
--------------------------- -------------------------------------------------------------------------------------------------------
Market risk is the risk We maintain a long-term investment approach and focus on bonds we believe will provide a steady
that all or a majority of income stream regardless of interim market fluctuations. We do not try to predict overall market
the securities in a movements and generally do not trade for short-term purposes.
certain market--like the
stock or bond market--will
decline in value because
of factors such as
economic conditions,
future expectations or
investor confidence.
--------------------------- -------------------------------------------------------------------------------------------------------
</TABLE>
32
<PAGE>
<TABLE>
<CAPTION>
--------------------------- -------------------------------------------------------------------------------------------------------
Risks How we strive to manage them
--------------------------- -------------------------------------------------------------------------------------------------------
Delaware Tax-Free USA Delaware Tax-Free Delaware Tax-Free USA Delaware National
Fund Insured Fund Intermediate Fund High-Yield Municipal
Bond Fund
--------------------------- ------------------------- ------------------------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Industry and security We spread each Fund's assets across different types of municipal bonds and among bonds representing
risk is the risk that the different industries and regions throughout the country in order to minimize the impact that a poorly
value of securities in a performing security would have on a Fund. We also follow a rigorous selection process before choosing
particular industry or securities for the portfolio.
the value of an
individual security will As discussed under "Concentration" on page __, where we feel there is a limited supply of appropriate
decline because of investments, each Fund may concentrate its investments in just a few industries. This will expose a
changing expectations for Fund to greater industry and security risk.
the performance of that
industry or for the
individual issuer of the
security.
Delaware Tax-Free Insured
Fund may be less subject
to industry and security
risk because payment of
interest and principal on
the bonds in the portfolio
are insured, potentially
reducing the effect that
changing expectations
might have on an
individual bond.
--------------------------- ------------------------- ------------------------- ------------------------- -------------------------
Credit risk We conduct careful Delaware Tax-Free We conduct careful Delaware National
is the possibility that a credit analysis of Insured Fund is less credit analysis of High-Yield Municipal
bond's issuer (or an individual bonds; we affected by credit risk individual bonds; we Bond Fund is subject to
entity that insures the focus on high quality because the majority of focus on high quality significant credit risk
bond) will be unable to bonds and limit our the bonds in the bonds and limit our due to its investment
make timely payments of holdings of bonds rated portfolio are insured. holdings of bonds rated in lower quality,
interest and principal. below investment grade; This insurance is below investment grade; high-yielding bonds.
and we hold a number of designed to minimize and we hold a number of This risk is described
In the case of municipal different bonds in the credit risks to the different bonds in the more fully below. We
bonds, issuers may be portfolio. All of this Fund, by increasing the portfolio. All of this strive to manage this
affected by poor economic is designed to help likelihood that the is designed to help risk by maintaining a
conditions in their reduce credit risk. Fund would still reduce credit risk. number of different
states. receive payment even if bonds from different
an issuer defaulted. issuers so that if one
issuer experiences
difficulties, it will
have a lesser effect on
the entire portfolio.
--------------------------- ------------------------- ------------------------- ------------------------- -------------------------
</TABLE>
33
<PAGE>
<TABLE>
<CAPTION>
--------------------------- -------------------------------------------------------------------------------------------------------
Risks How we strive to manage them
--------------------------- -------------------------------------------------------------------------------------------------------
Delaware Tax-Free USA Delaware Tax-Free Delaware Tax-Free USA Delaware National
Fund Insured Fund Intermediate Fund High-Yield Municipal
Bond Fund
--------------------------- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Call risk is the risk We take into consideration the likelihood of prepayment when we select bonds and, in certain
that a bond issuer will environments, we may look for bonds that have protection against early prepayment.
prepay the bond during
periods of low interest
rates, forcing investors
to reinvest their money
at interest rates that
might be lower than rates
on the called bond.
--------------------------- -------------------------------------------------------------------------------------------------------
Liquidity risk is the We limit exposure to illiquid securities.
possibility that
securities cannot be
readily sold within seven
days at approximately the
price that a fund values
them.
--------------------------- ----------------------------------------------------------------------------- -------------------------
High-yield, high risk We limit the amount of the portfolio which may be invested in lower This is a significant
municipal bonds: quality, higher yielding bonds. risk for the Delaware
Investing in so-called National High-Yield
"junk" bonds entails the Municipal Bond Fund.
risk of principal loss, In striving to manage
which may be greater than this risk, we hold a
the risk involved in number of different
investment grade bonds. bonds representing a
High-yield bonds are variety of industries
sometimes issued by and municipal projects,
municipalities with less seeking to minimize the
financial strength and effect that any one
therefore less ability to bond may have on the
make projected debt portfolio.
payments on the bonds.
Some analysts believe a
protracted economic
downturn would adversely
affect the value of
outstanding bonds and the
ability of high-yield
issuers to repay principal
and interest.
--------------------------- ----------------------------------------------------------------------------- -------------------------
</TABLE>
34
<PAGE>
<TABLE>
<CAPTION>
--------------------------- -------------------------------------------------------------------------------------------------------
Risks How we strive to manage them
--------------------------- -------------------------------------------------------------------------------------------------------
Delaware Tax-Free USA Delaware Tax-Free Delaware Tax-Free USA Delaware National
Fund Insured Fund Intermediate Fund High-Yield Municipal
Bond Fund
--------------------------- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Non-diversified funds Each Fund is a non-diversified fund and is subject to this risk. Nevertheless, we typically hold
risk: Non-diversified securities from a variety of different issuers, representing different sectors and different types of
investment companies have municipal projects. We also perform extensive credit analysis on all securities. We are
the flexibility to invest particularly diligent in reviewing the credit status of bonds that represent a larger percentage of
as much as 50% of their portfolio assets.
assets in as few as two
issuers provided no
single issuer accounts
for more than 25% of the
portfolio. The remaining
50% of the portfolio must
be diversified so that no
more than 5% of a fund's
assets is invested in the
securities of a single
issuer. Because a
non-diversified fund may
invest its assets in
fewer issuers, the value
of fund shares may
increase or decrease more
rapidly than if a fund
were fully diversified.
If a fund were to invest
a large portion of its
assets in a single
issuer, the fund could be
significantly affected if
that issuer was unable to
satisfy its financial
obligations.
--------------------------- -------------------------------------------------------------------------------------------------------
</TABLE>
35
<PAGE>
Who manages the Funds
Investment manager
The Funds are 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 Funds, manages the Funds' business affairs and provides daily
administrative services. For these services, the manager was paid a fee for the
last fiscal year as follows:
Investment management fees
<TABLE>
<CAPTION>
------------------------------------------------ ---------------------- ------------------ ----------------- ---------------------
Delaware Tax-Free Delaware Delaware Delaware National
USA Fund Tax-Free Insured Tax-Free USA High-Yield
Fund Intermediate Municipal Bond Fund
Fund
------------------------------------------------ ---------------------- ------------------ ----------------- ---------------------
<S> <C> <C> <C> <C>
As a percentage of average daily net assets 0.55% 0.50% 0.35%* 0.34%*
------------------------------------------------ ---------------------- ------------------ ----------------- ---------------------
</TABLE>
*Reflects a voluntary waiver of fees by the manager.
Portfolio managers
Patrick P. Coyne and Mitchell L. Conery have primary responsibility for making
day-to-day investment decisions for each Fund. Mr. Coyne has been managing
Delaware Tax-Free USA Intermediate Fund since its inception, Delaware Tax-Free
Insured and Delaware Tax-Free USA Fund since July 1, 1994 and Delaware National
High-Yield Municipal Bond Fund since May 1, 1997. Mr. Conery became co-manager
of Delaware Tax-Free USA Intermediate Fund, Delaware Tax-Free Insured Fund and
Delaware Tax-Free USA Fund in January 1997 and of Delaware National High-Yield
Municipal Bond Fund on May 1, 1997.
Patrick P. Coyne, Vice President/Senior Portfolio Manager, is a graduate of
Harvard University with an MBA from the University of Pennsylvania's Wharton
School. Mr. Coyne joined Delaware Investment's fixed-income department in 1990.
Prior to joining Delaware Investments, he was a manager of Kidder, Peabody & Co.
Inc.'s trading desk, and specialized in trading high grade municipal bonds and
municipal futures contracts.
Mitchell L. Conery, Vice President/Senior Portfolio Manager, joined Delaware
Investments in January 1997. Mr. Conery holds a bachelor's degree from Boston
University and an MBA in Finance from the State University of New York at
Albany. He has served as an investment officer with Travelers Insurance and as a
research analyst with CS First Boston and MBIA Corporation.
36
<PAGE>
Who's who?
This diagram shows the various organizations involved with managing,
administering, and servicing the Delaware Investments Funds.
[GRAPHIC OMITTED: DIAGRAM SHOWING THE VARIOUS ORGANIZATIONS INVOLVED
WITH MANAGING, ADMINISTERING, AND SERVICING THE DELAWARE INVESTMENTS
FUNDS]
Board of Trustees
<TABLE>
<CAPTION>
Investment manager The Funds Custodians
<S> <C> <C>
Delaware Management Company Delaware Tax-Free USA Fund
One Commerce Square Delaware Tax-Free Insured Fund
Philadelphia, PA 19103 Delaware Tax-Free USA Intermediate Fund
The Chase Manhattan Bank
4 Chase Metrotech Center
Brooklyn, NY 11245
Distributor Delaware National High-Yield
Delaware Distributors, L.P. Municipal Bond Fund
One Commerce Square Mellon Bank, N.A.
Philadelphia, PA 19103 One Mellon Center
Pittsburgh, PA 15258
Portfolio managers Service agent
(see page __ for details) Delaware Service
Company, Inc.
One Commerce Square
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 and 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 the 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.
37
<PAGE>
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 most funds 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 NASD
Regulation, Inc. (NASDR(SM)) rules governing mutual fund sales practices.
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.
38
<PAGE>
About your account
Investing in the Funds
You can choose from a number of share classes for each Fund. Because each share
class has a different combination of sales charges, fees, and other features,
you should consult your financial adviser to determine which class best suits
your investment goals and time frame.
Choosing a share class
Class A
o Class A shares have an up-front sales charge of up to 3.75% that you pay
when you buy the shares. The offering price for Class A shares includes the
front-end sales charge. Class A shares of Delaware Tax-Free USA
Intermediate Fund have an up-front sales charge of 2.75%.
o If you invest $100,000 or more, your front-end sales charge will be
reduced.
o You may qualify for other reduced sales charges, as described in "How to
reduce your sales charge," and under certain circumstances the sales charge
may be waived; please see the Statement of Additional Information.
o Class A shares are also subject to an annual 12b-1 fee no greater than
0.30% (0.25% for Delaware National High-Yield Municipal Bond Fund) of
average daily net assets, which is lower than the 12b-1 fee for Class B and
Class C shares.
o Class A shares generally are not subject to a contingent deferred sales
charge except in the limited circumstances noted in the table below.
39
<PAGE>
<TABLE>
<CAPTION>
Class A sales charges
-------------------------------------------------------------------------------------------------------------------------------
Delaware Tax-Free USA Fund, Delaware Tax-Free Delaware Tax-Free USA Intermediate Fund
Insured Fund, Delaware National High-Yield
Municipal Bond Fund
-------------------------------------------------------------------------------------------------------------------------------
Amount of purchase Sales charge as Sales charge as Dealer's Sales charge as Sales charge as Dealer's
% % of amount Commission as % % of offering % of amount Commission as %
of offering invested of offering price invested of offering
price price price
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Less than 3.75% 3.90% 3.25% 2.75% 2.83% 2.35%
$100,000
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
$100,000 but 3.00% 3.09% 2.50% 2.00% 2.04% 1.75%
under $250,000
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
$250,000 but 2.50% 2.56% 2.00% 1.00% 1.01% 0.75%
under $500,000
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
$500,000 but 2.00% 2.04% 1.75% 1.00% 1.01% 0.75%
under $1 million
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>
As shown below, there is no front-end sales charge when you purchase $1 million
or more of Class A shares. However, if your financial adviser is paid a
commission on your purchase, you will have to pay a limited contingent deferred
sales charge of 1% if you redeem these shares within the first year for all
Funds and 0.50% if you redeem them within the second year for Delaware Tax-Free
USA Fund, Delaware Tax-Free Insured Fund and Delaware National High-Yield
Municipal Bond Fund, unless a specific waiver of the charge applies.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
Amount of Sales charge as % Sales charge as % of amount invested Dealer's commission as %
purchase of offering price of offering price
------------------------------------------------------------------------------------------------------------------------------
Delaware Tax-Free USA Delaware Tax-Free USA
Fund, Intermediate Fund
All Funds Delaware Tax-Free
Insured Fund,
Delaware National
High-Yield Municipal
Bond Fund
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$1 million up to none none 1.00% 0.50%
$5 million
------------------------------------------------------------------------------------------------------------------------------
Next $20 million none none 0.50% 0.25%
Up to $25 million
------------------------------------------------------------------------------------------------------------------------------
Amount over $25 none none 0.25% 0.25%
million
------------------------------------------------------------------------------------------------------------------------------
</TABLE>
40
<PAGE>
Class B
o Class B shares have no up-front sales charge, so the full amount of your
purchase is invested in the Fund. However, you will pay a contingent
deferred sales charge if you redeem your shares within six years after you
buy them (three years for Delaware Tax-Free USA Intermediate Fund).
o If you redeem Class B shares during the first two years after you buy them,
the shares will be subject to a contingent deferred sales charge of 4%. The
contingent deferred sales charge is 3% during the third and fourth years,
2% during the fifth year, 1% during the sixth year, and 0% thereafter. For
Delaware Tax-Free USA Intermediate Fund, the contingent deferred sales
charge is 2% during the first two years, 1% during the third year and 0%
thereafter.
o Under certain circumstances the contingent deferred sales charge may be
waived; please see the Statement of Additional Information.
o For approximately eight years (five years for Delaware Tax-Free USA
Intermediate Fund) after you buy your Class B shares, they are subject to
annual 12b-1 fees no greater than 1% of average daily net assets, of which
0.25% are service fees paid to the distributor, dealers or others for
providing services and maintaining accounts.
o Because of the higher 12b-1 fees, Class B shares have higher expenses and
any dividends paid on these shares are lower than dividends on Class A
shares.
o Approximately eight years (five years for Delaware Tax-Free USA
Intermediate Fund) after you buy them, Class B shares automatically convert
into Class A shares with a 12b-1 fee of no more than 0.30% (0.25% for
Delaware National High-Yield Municipal Bond Fund). Conversion may occur as
late as three months after, as applicable, the eighth or fifth anniversary
of purchase, during which time Class B's higher 12b-1 fees apply.
o You may purchase up to $250,000 of Class B shares at any one time.
Class C
o Class C shares have no up-front sales charge, so the full amount of your
purchase is invested in the Fund. However, you will pay a contingent
deferred sales charge of 1% if you redeem your shares within 12 months
after you buy them.
o Under certain circumstances the contingent deferred sales charge may be
waived; please see the Statement of Additional Information.
o Class C shares are subject to an annual 12b-1 fee which may not be greater
than 1% of average daily net assets, of which 0.25% are service fees paid
to the distributor, dealers or others for providing services and
maintaining shareholder accounts.
o Because of the higher 12b-1 fees, Class C shares have higher expenses and
pay lower dividends than Class A shares.
o Unlike Class B shares, Class C shares do not automatically convert into
another class.
o You may purchase any amount less than $1,000,000 of Class C shares at any
one time
Each share class of the Funds has adopted a separate 12b-1 plan that allows it
to pay distribution fees for the sales and distribution of its shares. Because
these fees are paid out of the Fund's assets on an ongoing basis, over time
these fees will increase the cost of your investment and may cost you more than
paying other types of sales charges.
41
<PAGE>
About your account (continued)
How to reduce your sales charge
We offer a number of ways to reduce or eliminate the sales charge on shares.
Please refer to the Statement of Additional Information for detailed information
and eligibility requirements. You can also get additional information from your
financial adviser. You or your financial adviser must notify us at the time you
purchase shares if you are eligible for any of these programs.
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
Program How it works Share class
A B C
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Letter of Intent Through a Letter of Intent you agree to X Although the Letter of Intent and
invest a certain amount in Delaware Rights of Accumulation do not apply to
Investments Funds (except money market the purchase of Class B and Class C
funds with no sales charge) over a shares, you can combine your purchase
13-month period to qualify for reduced of Class A shares with your purchase
front-end sales charges. of Class B and Class C shares to
fulfill your Letter of Intent or
qualify for Rights of Accumulation.
-----------------------------------------------------------------------------------------------------------------------------------
Rights of Accumulation You can combine your holdings or X
purchases of all funds in the Delaware
Investments family (except money market
funds with no sales charge) as well as
the holdings and purchases of your
spouse and children under 21 to qualify
for reduced front-end sales charges.
-----------------------------------------------------------------------------------------------------------------------------------
Reinvestment of Up to 12 months after you redeem For For Class B, your Not
Redeemed Shares shares, you can reinvest the Class A account will be available.
proceeds without paying a sales you will credited with be
charge as noted to the right. not have contingent
to pay an deferred sales
additional charge you
front-end previously paid on
sales the amount you
charge. are investing.
Your schedule for
contingent deferred
sales charges and
conversion to
Class A will not
start over again; it
will pick up from
the point at which
you redeemed
your shares.
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
42
<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, One
Commerce Square, Philadelphia, PA 19103-7042. 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 Bank of New York, ABA
#021000018, Bank Account number 8900403748. 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 under most circumstances you are allowed to exchange only
between like classes of shares. 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.
43
<PAGE>
About your account (continued)
How to buy shares (continued)
Once you have completed an application, you can 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.
The price you pay for shares will depend on when we receive your purchase order.
If we or an authorized agent receives your order before the close of regular
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 a
Fund's net asset value. If we receive your order after the close of regular
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.
We determine each Fund's net asset value (NAV) per share at the close of regular
trading of the New York Stock Exchange each business day that the Exchange is
open. We calculate this value by adding the market value of all the securities
and assets in a 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 securities and other assets for which market
quotations are available at their market value. We price fixed-income securities
on the basis of valuations provided to us by an independent pricing service that
uses methods approved by the Board of Trustees. Any fixed-income securities that
have a maturity of less than 60 days we price at amortized cost. For all other
securities, we use methods approved by the Board of Trustees that are designed
to price securities at their fair market value.
44
<PAGE>
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 your shares (sell them back to the fund) by mail by writing to:
Delaware Investments, One Commerce Square, Philadelphia, PA 19103-7042. 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, a bank wire fee may 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.
45
<PAGE>
About your account (continued)
How to redeem shares (continued)
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
before the close of regular trading on the New York Stock Exchange (normally
4:00 p.m. Eastern time), you will receive the net asset value next determined on
the business day we receive your request. We will deduct any applicable
contingent deferred sales charges. You may also have to pay taxes on the
proceeds from your sale of shares. 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.
If you are required to pay a contingent deferred sales charge when you redeem
your shares, the amount subject to the fee will be based on the shares' net
asset value when you purchased them or their net asset value when you redeem
them, whichever is less. This arrangement assures that you will not pay a
contingent deferred sales charge on any increase in the value of your shares.
You also will not pay the charge on any shares acquired by reinvesting dividends
or capital gains. If you exchange shares of one fund for shares of another, you
do not pay a contingent deferred sales charge at the time of the exchange. If
you later redeem those shares, the purchase price for purposes of the contingent
deferred sales charge formula will be the price you paid for the original shares
not the exchange price. The redemption price for purposes of this formula will
be the NAV of the shares you are actually redeeming.
Account minimums
If you redeem shares and your account balance falls below the required account
minimum of $1,000 ($250 for Uniform Gift to Minors Act or Uniform Transfer 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, a Fund may redeem your account after
60 days' written notice to you.
46
<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 or quarterly
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. Under most circumstances, you may reinvest dividends only
into like classes of shares.
Exchanges
You can exchange all or part of your shares for shares of the same class in
another Delaware Investments Fund without paying a front-end sales charge or a
contingent deferred sales charge at the time of the exchange. However, if you
exchange shares from a money market fund that does not have a sales charge you
will pay any applicable sales charges on your new shares. When exchanging Class
B and Class C shares of one fund for similar shares in other funds, your new
shares will be subject to the same contingent deferred sales charge as the
shares you originally purchased. The holding period for the contingent deferred
sales charge will also remain the same, with the amount of time you held your
original shares being credited toward the holding period of your new shares. You
don't pay sales charges on shares that you 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.
47
<PAGE>
About your account (continued)
Special services (continued)
MoneyLine(SM) On Demand Service
Through our MoneyLine(SM) 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. Delaware Investments does not charge a fee for this
service; however your bank may assess one.
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.
Dividends, distributions and taxes
For each Fund, dividends, if any, are paid monthly, while any capital gains are
distributed annually. We automatically reinvest all dividends and any capital
gains, 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 distributions from these Funds is the same whether you
reinvest your dividends or receive them in cash.
Dividends paid by the Funds are generally expected to be exempt from federal
income tax. However, a portion of each Fund's dividends may be derived from
income on "private activity" municipal bonds and a preference item under federal
tax law and subject to the federal alternative minimum tax. Also, dividends must
be included in the tax base for determining how much, if any, of a shareholder's
Social Security benefits are subject to federal income tax. Shareholders are
required to disclose tax-exempt interest received from the Funds on their
federal income tax returns.
Distributions from a Fund's long-term capital gains are taxable as capital
gains. Short-term capital gains are generally taxable as ordinary income. Any
capital gains may be taxable at different rates depending on the length of time
the Fund held the assets. Gain from the sale of a tax-exempt bond that was
bought after April 30, 1993 for a price less than the principal amount of the
bond is taxable to shareholders as ordinary income to the extent of the accrued
market discount. In addition, you may be subject to state and local taxes on
distributions.
The sale of Fund shares either through redemption or exchange, is a taxable
event and may result in a capital gain or loss to shareholders.
Also, for those investors subject to tax, if purchases of shares in a Fund are
made shortly before the record date for a capital gains distribution, a portion
of the investment will be returned as a taxable distribution.
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
as well as all redemptions and exchanges. No portion of a Fund's distributions
will be eligible for the dividends-received deduction for corporations. A Fund
must withhold 31% of your taxable distributions and proceeds if you do not
provide your correct taxpayer identification number, or if the IRS instructs a
Fund to do so.
48
<PAGE>
Certain management considerations
Fund companies
The Funds are separate series of the investment companies shown below.
Delaware Group Tax-Free Fund
Delaware Tax-Free USA Fund
Delaware Tax-Free Insured Fund
Delaware Tax-Free USA Intermediate Fund
Voyageur Mutual Funds
Delaware National High-Yield Municipal Bond Fund
49
<PAGE>
Financial highlights
The financial highlights tables are intended to help you understand a Fund's
financial performance. All "per share" information reflects financial results
for a single Fund share. This information for Delaware Tax-Free USA Fund,
Delaware Tax-Free Insured Fund and Delaware Tax-Free USA Intermediate Fund has
been audited by Ernst & Young LLP, whose report, along with each Fund's
financial statements, is included in the Funds' annual report. The information
for Delaware National High-Yield Municipal Bond Fund's fiscal years ended for
the periods presented from January 1, 1997 to August 31, 2000 has been audited
by Ernst & Young LLP, whose report, along with the Fund's financial statements,
is included in the Fund's annual report. Information for periods presented
through December 31, 1996 has been audited by the Fund's previous independent
auditors. The Funds' annual report is available upon request by calling
800.523.1918.
<TABLE>
<CAPTION>
--------------------------------------- ------------------------------------------------
Class A
Year Ended 8/31
------------------------------------------------
Delaware Tax-Free USA Fund 2000 1999 1998 1997 1996
--------------------------------------- --------- --------- -------- --------- ---------
--------------------------------------- --------- --------- -------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $10.890 $11.830 $11.710 $11.550 $12.070
--------------------------------------- --------- --------- -------- --------- ---------
Income (loss) from investment operations:
--------------------------------------- --------- --------- -------- --------- ---------
Net investment income 0.587 0.593 0.597 0.666 0.696
--------------------------------------- --------- --------- -------- --------- ---------
Net realized and unrealized gain
(loss) on investments (0.060) (0.916) 0.310 0.210 (0.460)
------- ------- ----- ----- -------
--------------------------------------- --------- --------- -------- --------- ---------
Total from investment operations 0.527 (0.323) 0.907 0.876 0.236
----- ------- ----- ----- -----
--------------------------------------- --------- --------- -------- --------- ---------
Less dividends and distributions:
--------------------------------------- --------- --------- -------- --------- ---------
Dividends from net investment income (0.587) (0.593) (0.597) (0.666) (0.696)
--------------------------------------- --------- --------- -------- --------- ---------
Distributions from net realized gain
on investments --- (0.024) (0.190) (0.050) (0.060)
--------- ------- ------- ------- -------
--------------------------------------- --------- --------- -------- --------- ---------
Total dividends and distributions (0.587) (0.617) (0.787) (0.716) (0.756)
------- ------- ------- ------- -------
--------------------------------------- --------- --------- -------- --------- ---------
Net asset value, end of period $10.830 $10.890 $11.830 $11.710 $11.550
======= ======= ======= ======= =======
--------------------------------------- --------- --------- -------- --------- ---------
Total return(2) 5.11% (2.90%) 8.00% 7.79% 1.91%
--------------------------------------- --------- --------- -------- --------- ---------
Ratios and supplemental data:
--------------------------------------- --------- --------- -------- --------- ---------
Net assets, end of period (000
omitted) $421,136 $485,240 $586,848 $615,852 $700,853
--------------------------------------- --------- --------- -------- --------- ---------
Ratio of expenses to average net
assets 0.97% 1.00% 0.97% 0.94% 0.94%
--------------------------------------- --------- --------- -------- --------- ---------
Ratio of net investment income to
average net assets 5.54% 5.13% 5.08% 5.73% 5.82%
--------------------------------------- --------- --------- -------- --------- ---------
Portfolio turnover 76% 59% 81% 44% 42%
--------------------------------------- --------- --------- -------- --------- ---------
</TABLE>
<PAGE>
[RESTUB TABLE]
<TABLE>
<CAPTION>
--------------------------------------- -------------------------------------------------
Class B
Year Ended 8/31
-------------------------------------------------
Delaware Tax-Free USA Fund 2000 1999 1998 1997 1996
--------------------------------------- --------- --------- --------- --------- ---------
--------------------------------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $10.890 $11.830 $11.710 $11.550 $12.070
--------------------------------------- --------- --------- --------- --------- ---------
Income (loss) from investment operations:
--------------------------------------- --------- --------- --------- --------- ---------
Net investment income 0.502 0.500 0.503 0.573 0.600
--------------------------------------- --------- --------- --------- --------- ---------
Net realized and unrealized gain
(loss) on investments (0.060) (0.916) 0.310 0.210 (0.460)
-------- ------- ----- ----- -------
--------------------------------------- --------- --------- --------- --------- ---------
Total from investment operations 0.442 (0.416) 0.813 0.783 0.140
-------- ------- ----- ----- -----
--------------------------------------- --------- --------- --------- --------- ---------
Less dividends and distributions:
--------------------------------------- --------- --------- --------- --------- ---------
Dividends from net investment income (0.502) (0.500) (0.503) (0.573) (0.600)
--------------------------------------- --------- --------- --------- --------- ---------
Distributions from net realized gain
on investments --- (0.024) (0.190) (0.050) (0.060)
--------- ------- ------- ------- -------
--------------------------------------- --------- --------- --------- --------- ---------
Total dividends and distributions (0.502) (0.524) (0.693) (0.623) (0.660)
------- ------- ------- ------- -------
--------------------------------------- --------- --------- --------- --------- ---------
Net asset value, end of period $10.830 $10.890 $11.830 $11.710 $11.550
======= ======= ======= ======= =======
--------------------------------------- --------- --------- --------- --------- ---------
Total return(2) 4.27% (3.67%) 7.15% 6.94% 1.11%
--------------------------------------- --------- --------- --------- --------- ---------
Ratios and supplemental data:
--------------------------------------- --------- --------- --------- --------- ---------
Net assets, end of period (000
omitted) $26,059 $34,289 $36,919 $35,055 $29,773
--------------------------------------- --------- --------- --------- --------- ---------
Ratio of expenses to average net
assets 1.77% 1.80% 1.77% 1.74% 1.74%
--------------------------------------- --------- --------- --------- --------- ---------
Ratio of net investment income to
average net assets 4.74% 4.33% 4.28% 4.93% 5.03%
--------------------------------------- --------- --------- --------- --------- ---------
Portfolio turnover 76% 59% 81% 44% 42%
--------------------------------------- --------- --------- --------- --------- ---------
</TABLE>
<PAGE>
[RESTUB TABLE]
<TABLE>
<CAPTION>
--------------------------------------- ------------------------------------ ----------
Class C Period
Year Ended 8/31 11/29/95(1)
----------------------------------- through
Delaware Tax-Free USA Fund 2000 1999 1998 1997 8/31/96
--------------------------------------- -------- --------- -------- -------- ----------
--------------------------------------- -------- --------- -------- -------- ----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $10.890 $11.830 $11.710 $11.550 $12.230
--------------------------------------- -------- --------- -------- -------- ----------
Income (loss) from investment operations:
--------------------------------------- -------- --------- -------- -------- ----------
Net investment income 0.502 0.500 0.504 0.573 0.450
--------------------------------------- -------- --------- -------- -------- ----------
Net realized and unrealized gain
(loss) on investments (0.060) (0.916) 0.310 0.210 (0.620)
------- ------- ----- ----- -------
--------------------------------------- -------- --------- -------- -------- ----------
Total from investment operations 0.442 (0.416) 0.814 0.783 (0.170)
----- ------- ----- ----- -------
--------------------------------------- -------- --------- -------- -------- ----------
Less dividends and distributions:
--------------------------------------- -------- --------- -------- -------- ----------
Dividends from net investment income (0.502) (0.500) (0.504) (0.573) (0.450)
--------------------------------------- -------- --------- -------- -------- ----------
Distributions from net realized gain
on investments --- (0.024) (0.190) (0.050) (0.060)
------- ------- ------- ------- -------
--------------------------------------- -------- --------- -------- -------- ----------
Total dividends and distributions (0.502) (0.524) (0.694) (0.623) (0.510)
------- ------- ------- ------- -------
--------------------------------------- -------- --------- -------- -------- ----------
Net asset value, end of period $10.830 $10.890 $11.830 $11.710 $11.550
======= ======= ======= ======= =======
--------------------------------------- -------- --------- -------- -------- ----------
Total return(2) 4.27% (3.67%) 7.15% 6.94% (1.44%)
--------------------------------------- -------- --------- -------- -------- ----------
Ratios and supplemental data:
--------------------------------------- -------- --------- -------- -------- ----------
Net assets, end of period (000
omitted) $1,851 $3,415 $2,343 $1,505 $805
--------------------------------------- -------- --------- -------- -------- ----------
Ratio of expenses to average net
assets 1.77% 1.80% 1.77% 1.74% 1.74%
--------------------------------------- -------- --------- -------- -------- ----------
Ratio of net investment income to
average net assets 4.74% 4.33% 4.28% 4.93% 5.03%
--------------------------------------- -------- --------- -------- -------- ----------
Portfolio turnover 76% 59% 81% 44% 42%
--------------------------------------- -------- --------- -------- -------- ----------
</TABLE>
(1) Date of commencement of trading; ratios have been annualized but total
return has not been annualized.
(2) Total investment return is based on the change in net asset value of a
share during the period and assumes reinvestment of distributions at net
asset value and does not reflect the impact of a sales charge.
50
<PAGE>
<TABLE>
<CAPTION>
------------------------------------- ------------------------------------------------
Delaware Tax-Free Insured Fund Class A
Year Ended 8/31
------------------------------------------------
2000 1999 1998 1997 1996
------------------------------------- -------- --------- --------- --------- ---------
------------------------------------- -------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of
period $10.360 $11.150 $11.050 $10.860 $11.050
------------------------------------- -------- --------- --------- --------- ---------
Income (loss) from investment operations:
------------------------------------- -------- --------- --------- --------- ---------
Net investment income 0.513 0.510 0.517 0.573 0.588
------------------------------------- -------- --------- --------- --------- ---------
Net realized and unrealized gain
(loss) on investments 0.030 (0.667) 0.295 0.281 (0.160)
----- ------- ----- ----- -------
------------------------------------- -------- --------- --------- --------- ---------
Total from investment operations 0.543 (0.157) 0.812 0.854 0.428
----- ------- ----- ----- -----
------------------------------------- -------- --------- --------- --------- ---------
------------------------------------- -------- --------- --------- --------- ---------
Less dividends and distributions:
------------------------------------- -------- --------- --------- --------- ---------
Dividends from net investment income (0.513) (0.510) (0.517) (0.573) (0.588)
------------------------------------- -------- --------- --------- --------- ---------
Distributions from net realized
gain on investments --- (0.123) (0.195) (0.091) (0.030)
--- ------- ------- ------- -------
------------------------------------- -------- --------- --------- --------- ---------
Total dividends and distributions (0.513) (0.633) (0.712) (0.664) (0.618)
------- ------- ------- ------- -------
------------------------------------- -------- --------- --------- --------- ---------
------------------------------------- -------- --------- --------- --------- ---------
Net asset value, end of period $10.390 $10.360 $11.150 $11.050 $10.860
======= ======= ======= ======= =======
------------------------------------- -------- --------- --------- --------- ---------
------------------------------------- -------- --------- --------- --------- ---------
Total return(2) 5.50% (1.48%) 7.57% 8.07% 3.88%
------------------------------------- -------- --------- --------- --------- ---------
------------------------------------- -------- --------- --------- --------- ---------
Ratios and supplemental data:
------------------------------------- -------- --------- --------- --------- ---------
Net assets, end of period (000
omitted) $61,722 $68,422 $74,246 $78,377 $81,149
------------------------------------- -------- --------- --------- --------- ---------
Ratio of expenses to average net
assets 0.95% 0.97% 1.10% 1.05% 0.98%
------------------------------------- -------- --------- --------- --------- ---------
Ratio of net investment income to
average net assets 5.07% 4.74% 4.65% 5.23% 5.29%
------------------------------------- -------- --------- --------- --------- ---------
Portfolio turnover 117% 48% 63% 42% 45%
------------------------------------- -------- --------- --------- --------- ---------
</TABLE>
<PAGE>
[RESTUB TABLE]
<TABLE>
<CAPTION>
------------------------------------- ------------------------------------------------
Delaware Tax-Free Insured Fund Class B
Year Ended 8/31
------------------------------------------------
2000 1999 1998 1997 1996
------------------------------------- --------- --------- --------- --------- --------
------------------------------------- --------- --------- --------- --------- --------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of
period $10.360 $11.150 $11.050 $10.860 $11.050
------------------------------------- --------- --------- --------- --------- --------
Income (loss) from investment operations:
------------------------------------- --------- --------- --------- --------- --------
Net investment income 0.432 0.430 0.427 0.485 0.499
------------------------------------- --------- --------- --------- --------- --------
Net realized and unrealized gain
(loss) on investments 0.030 (0.667) 0.295 0.281 (0.160)
----- ------- ----- ----- -------
------------------------------------- --------- --------- --------- --------- --------
Total from investment operations 0.462 (0.237) 0.722 0.766 0.339
----- ------- ----- ----- -----
------------------------------------- --------- --------- --------- --------- --------
------------------------------------- --------- --------- --------- --------- --------
Less dividends and distributions:
------------------------------------- --------- --------- --------- --------- --------
Dividends from net investment income (0.432) (0.430) (0.427) (0.485) (0.499)
------------------------------------- --------- --------- --------- --------- --------
Distributions from net realized
gain on investments --- (0.123) (0.195) (0.091) (0.030)
--- ------- ------- ------- -------
------------------------------------- --------- --------- --------- --------- --------
Total dividends and distributions (0.432) (0.553) (0.622) (0.576) (0.529)
------- ------- ------- ------- -------
------------------------------------- --------- --------- --------- --------- --------
------------------------------------- --------- --------- --------- --------- --------
Net asset value, end of period $10.390 $10.360 $11.150 $11.050 $10.860
======= ======= ======= ======= =======
------------------------------------- --------- --------- --------- --------- --------
------------------------------------- --------- --------- --------- --------- --------
Total return(2) 4.66% (2.27%) 6.72% 7.21% 3.05%
------------------------------------- --------- --------- --------- --------- --------
------------------------------------- --------- --------- --------- --------- --------
Ratios and supplemental data:
------------------------------------- --------- --------- --------- --------- --------
Net assets, end of period (000
omitted) $4,990 $5,022 $4,268 $3,619 $3,375
------------------------------------- --------- --------- --------- --------- --------
Ratio of expenses to average net
assets 1.75% 1.77% 1.90% 1.85% 1.78%
------------------------------------- --------- --------- --------- --------- --------
Ratio of net investment income to
average net assets 4.27% 3.94% 3.85% 4.43% 4.48%
------------------------------------- --------- --------- --------- --------- --------
Portfolio turnover 117% 48% 63% 42% 45%
------------------------------------- --------- --------- --------- --------- --------
</TABLE>
<PAGE>
[RESTUB TABLE]
<TABLE>
<CAPTION>
------------------------------------- -------------------------------------- ----------
Delaware Tax-Free Insured Fund Class C Period
Year Ended 8/31 11/29/95(1)
-------------------------------------- through
2000 1999 1998 1997 8/31/96
------------------------------------- --------- -------- --------- --------- ----------
------------------------------------- --------- -------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of
period $10.360 $11.150 $11.050 $10.860 $11.260
------------------------------------- --------- -------- --------- --------- ----------
Income (loss) from investment operations:
------------------------------------- --------- -------- --------- --------- ----------
Net investment income 0.432 0.430 0.425 0.485 0.375
------------------------------------- --------- -------- --------- --------- ----------
Net realized and unrealized gain
(loss) on investments 0.030 (0.667) 0.295 0.281 (0.370)
----- ------- ----- ----- -------
------------------------------------- --------- -------- --------- --------- ----------
Total from investment operations 0.462 (0.237) 0.720 0.766 0.005
----- ------- ----- ----- -----
------------------------------------- --------- -------- --------- --------- ----------
------------------------------------- --------- -------- --------- --------- ----------
Less dividends and distributions:
------------------------------------- --------- -------- --------- --------- ----------
Dividends from net investment income (0.432) (0.430) (0.425) (0.485) (0.375)
------------------------------------- --------- -------- --------- --------- ----------
Distributions from net realized
gain on investments --- (0.123) (0.195) (0.091) (0.030)
--- ------- ------- ------- -------
------------------------------------- --------- -------- --------- --------- ----------
Total dividends and distributions (0.432) (0.553) (0.620) (0.576) (0.405)
------- ------- ------- ------- -------
------------------------------------- --------- -------- --------- --------- ----------
------------------------------------- --------- -------- --------- --------- ----------
Net asset value, end of period $10.390 $10.360 $11.150 $11.050 $10.860
======= ======= ======= ======= =======
------------------------------------- --------- -------- --------- --------- ----------
------------------------------------- --------- -------- --------- --------- ----------
Total return(2) 4.66% (2.27%) 6.72% 7.21% 0.01%
------------------------------------- --------- -------- --------- --------- ----------
------------------------------------- --------- -------- --------- --------- ----------
Ratios and supplemental data:
------------------------------------- --------- -------- --------- --------- ----------
Net assets, end of period (000
omitted) $813 $1,502 $321 $89 $120
------------------------------------- --------- -------- --------- --------- ----------
Ratio of expenses to average net
assets 1.75% 1.77% 1.90% 1.85% 1.78%
------------------------------------- --------- -------- --------- --------- ----------
Ratio of net investment income to
average net assets 4.27% 3.94% 3.85% 4.43% 4.48%
------------------------------------- --------- -------- --------- --------- ----------
Portfolio turnover 117% 48% 63% 42% 45%
------------------------------------- --------- -------- --------- --------- ----------
</TABLE>
(1) Date of commencement of trading; ratios have been annualized but total
return has not been annualized.
(2) Total investment return is based on the change in net asset value of a
share during the period and assumes reinvestment of distributions at net
asset value and does not reflect the impact of a sales charge.
51
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------- -------------------------------------------- -----------------------------------------------
Class A Class B
Year Ended 8/31 Year Ended 8/31
-------------------------------------------- ----------------------------------------------
Delaware Tax-Free
USA Intermediate Fund 2000 1999 1998 1997 1996 2000 1999 1998 1997 1996
------- -------- --------- -------- -------- --------- ------- --------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of
period $10.270 $10.710 $10.460 $10.320 $10.410 $10.270 $10.710 $10.460 $10.320 $10.410
-------------------------------------- ------- -------- --------- -------- -------- --------- ------- --------- --------- ---------
Income (loss) from investment
operations:
-------------------------------------- ------- -------- --------- -------- -------- --------- ------- --------- --------- ---------
Net investment income 0.474 0.478 0.501 0.524 0.550 0.388 0.387 0.411 0.436 0.460
-------------------------------------- ------- -------- --------- -------- -------- --------- ------- --------- --------- ---------
Net realized and unrealized gain
(loss) on investments 0.090 (0.440) 0.250 0.140 (0.090) 0.090 (0.440) 0.250 0.140 (0.090)
----- ------- ----- ----- ------- ----- ------- ----- ----- -------
-------------------------------------- ------- -------- --------- -------- -------- --------- ------- --------- --------- ---------
Total from investment operations 0.564 0.038 0.751 0.664 0.460 0.478 (0.053) 0.661 0.576 0.370
----- ----- ----- ----- ----- ----- ------- ----- ----- -----
-------------------------------------- ------- -------- --------- -------- -------- --------- ------- --------- --------- ---------
-------------------------------------- ------- -------- --------- -------- -------- --------- ------- --------- --------- ---------
Less dividends and distributions:
-------------------------------------- ------- -------- --------- -------- -------- --------- ------- --------- --------- ---------
Dividends from net investment income (0.474) (0.478) (0.501) (0.524) (0.550) (0.388) (0.387) (0.411) (0.436) (0.460)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
-------------------------------------- ------- -------- --------- -------- -------- --------- ------- --------- --------- ---------
Total dividends (0.474) (0.478) (0.501) (0.524) (0.550) (0.388) (0.387) (0.411) (0.436) (0.460)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
-------------------------------------- ------- -------- --------- -------- -------- --------- ------- --------- --------- ---------
-------------------------------------- ------- -------- --------- -------- -------- --------- ------- --------- --------- ---------
Net asset value, end of period $10.360 $10.270 $10.710 $10.460 $10.320 $10.360 $10.270 $10.710 $10.460 $10.320
======= ======= ======= ======= ======= ======= ======= ======= ======= =======
-------------------------------------- ------- -------- --------- -------- -------- --------- ------- --------- --------- ---------
-------------------------------------- ------- -------- --------- -------- -------- --------- ------- --------- --------- ---------
Total return(2) 5.69% 0.29% 7.34% 6.57% 4.52% 4.80% (0.56%) 6.43% 5.67% 3.63%
-------------------------------------- ------- -------- --------- -------- -------- --------- ------- --------- --------- ---------
-------------------------------------- ------- -------- --------- -------- -------- --------- ------- --------- --------- ---------
Ratios and supplemental data:
-------------------------------------- ------- -------- --------- -------- -------- --------- ------- --------- --------- ---------
Net assets, end of period (000
omitted) $20,646 $25,186 $22,562 $21,635 $22,617 $1,751 $2,195 $1,933 $1,832 $1,490
-------------------------------------- ------- -------- --------- -------- -------- --------- ------- --------- --------- ---------
Ratio of expenses to average net
assets 0.80% 0.79% 0.67% 0.43% 0.25% 1.65% 1.64% 1.52% 1.28% 1.10%
-------------------------------------- ------- -------- --------- -------- -------- --------- ------- --------- --------- ---------
Ratio of expenses to average net
assets prior to expense limitation and
expenses paid indirectly 0.95% 0.96% 1.33% 1.02% 0.95% 1.80% 1.81% 2.18% 1.87% 1.80%
-------------------------------------- ------- -------- --------- -------- -------- --------- ------- --------- --------- ---------
Ratio of net investment income to
average net assets 4.65% 4.47% 4.73% 5.03% 5.29% 3.80% 3.62% 3.88% 4.18% 4.44%
-------------------------------------- ------- -------- --------- -------- -------- --------- ------- --------- --------- ---------
Ratio of net investment income to
average net assets prior to expense
limitation and expenses paid
indirectly 4.50% 4.25% 4.07% 4.44% 4.59% 3.65% 3.40% 3.22% 3.59% 3.74%
-------------------------------------- ------- -------- --------- -------- -------- --------- ------- --------- --------- ---------
Portfolio turnover 199% 109% 104% 34% 15% 199% 109% 104% 34% 15%
-------------------------------------- ------- -------- --------- -------- -------- --------- ------- --------- --------- ---------
</TABLE>
<PAGE>
[RESTUBBED TABLE]
<TABLE>
<CAPTION>
-------------------------------------- ------------------------------------ ----------
Class C
Year Ended 8/31 Period
------------------------------------ 11/29/95(1)
Delaware Tax-Free through
USA Intermediate Fund 2000 1999 1998 1997 8/31/96
--------- --------- -------- ------- ----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of
period $10.270 $10.710 $10.460 $10.320 $10.480
-------------------------------------- --------- --------- -------- ------- ----------
Income (loss) from investment
operations:
-------------------------------------- --------- --------- -------- ------- ----------
Net investment income 0.388 0.387 0.411 0.436 0.350
-------------------------------------- --------- --------- -------- ------- ----------
Net realized and unrealized gain
(loss) on investments 0.090 (0.440) 0.250 0.140 (0.160)
----- ------- ----- ----- -------
-------------------------------------- --------- --------- -------- ------- ----------
Total from investment operations 0.478 (0.053) 0.661 0.576 0.190
----- ------- ----- ----- -----
-------------------------------------- --------- --------- -------- ------- ----------
-------------------------------------- --------- --------- -------- ------- ----------
Less dividends and distributions:
-------------------------------------- --------- --------- -------- ------- ----------
Dividends from net investment income (0.388) (0.387) (0.411) (0.436) (0.350)
------- ------- ------- ------- -------
-------------------------------------- --------- --------- -------- ------- ----------
Total dividends (0.388) (0.387) (0.411) (0.436) (0.350)
------- ------- ------- ------- -------
-------------------------------------- --------- --------- -------- ------- ----------
-------------------------------------- --------- --------- -------- ------- ----------
Net asset value, end of period $10.360 $10.270 $10.710 $10.460 $10.320
======= ======= ======= ======= =======
-------------------------------------- --------- --------- -------- ------- ----------
-------------------------------------- --------- --------- -------- ------- ----------
Total return(2) 4.80% (0.56%) 6.43% 5.67% 1.84%
-------------------------------------- --------- --------- -------- ------- ----------
-------------------------------------- --------- --------- -------- ------- ----------
Ratios and supplemental data:
-------------------------------------- --------- --------- -------- ------- ----------
Net assets, end of period (000
omitted) $2,441 $3,310 $1,996 $1,426 $193
-------------------------------------- --------- --------- -------- ------- ----------
Ratio of expenses to average net
assets 1.65% 1.64% 1.52% 1.28% 1.10%
-------------------------------------- --------- --------- -------- ------- ----------
Ratio of expenses to average net
assets prior to expense limitation and
expenses paid indirectly 1.80% 1.81% 2.18% 1.87% 1.80%
-------------------------------------- --------- --------- -------- ------- ----------
Ratio of net investment income to
average net assets 3.80% 3.62% 3.88% 4.18% 4.44%
-------------------------------------- --------- --------- -------- ------- ----------
Ratio of net investment income to
average net assets prior to expense
limitation and expenses paid
indirectly 3.65% 3.40% 3.22% 3.59% 3.74%
-------------------------------------- --------- --------- -------- ------- ----------
Portfolio turnover 199% 109% 104% 34% 15%
-------------------------------------- --------- --------- -------- ------- ----------
</TABLE>
(1) Date of commencement of trading; ratios have been annualized but total
return has not been annualized.
(2) Total investment return is based on the change in net asset value of a share
during the period and assumes reinvestment of distributions at net asset
value and does not reflect the impact of a sales charge. Total investment
return reflects an expense limitation.
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------- -------------------------------------------------------------
Class A
-------------------------------------------------------------
Eight Period
Year Year Months Year 8/1/96 Year
Delaware National High-Yield Ended Ended Ended Ended through Ended
Municipal Bond Fund 8/31/00 8/31/99 8/31/98(1) 12/31/97(2) 12/31/96(3) 7/31/96
-------------------------------------- --------- ------- --------- ---------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
-------------------------------------- --------- ------- --------- ---------- ---------- --------
Net asset value, beginning of
period $10.340 $10.800 $10.720 $10.400 $10.190 $10.170
-------------------------------------- ------- ------- ------- ------- ------- -------
Income (loss) from investment
operations:
-------------------------------------- ------- ------- ------- ------- ------- -------
Net investment income 0.564 0.557 0.398 0.648 0.260 0.630
-------------------------------------- ------- ------- ------- ------- ------- -------
Net realized and unrealized gain
(loss) on investments (0.393) (0.435) 0.115 0.390 0.210 0.140
------- ------- ------- ------- ------- -------
-------------------------------------- ------- ------- ------- ------- ------- -------
Total from investment operations 0.171 0.122 0.513 1.038 0.470 0.770
------- ------- ------- ------- ------- -------
-------------------------------------- ------- ------- ------- ------- ------- -------
Less dividends and distributions:
-------------------------------------- ------- ------- ------- ------- ------- -------
Dividends from net investment income (0.561) (0.557) (0.398) (0.647) (0.260) (0.630)
-------------------------------------- ------- ------- ------- ------- ------- -------
Distributions from net realized gain
on investments --- (0.025) (0.035) (0.071) --- (0.120)
------- ------- ------- ------- ------- -------
-------------------------------------- ------- ------- ------- ------- ------- -------
Total dividends and distributions (0.561) (0.582) (0.433) (0.718) (0.260) (0.750)
------- ------- ------- ------- ------- -------
-------------------------------------- ------- ------- ------- ------- ------- -------
Net asset value, end of period $9.950 $10.340 $10.800 $10.720 $10.400 $10.190
====== ======= ======= ======= ======= =======
-------------------------------------- ------- ------- ------- ------- ------- -------
Total return(5) 1.85% 1.08% 4.87% 10.32% 4.52% 7.78%
-------------------------------------- ------- ------- ------- ------- ------- -------
Ratios and supplemental data:
-------------------------------------- ------- ------- ------- ------- ------- -------
Net assets, end of period (000
omitted) $78,207 $86,013 $69,606 $55,458 $59,105 $63,460
-------------------------------------- ------- ------- ------- ------- ------- -------
Ratio of expenses to average net
assets 1.00% 1.00% 0.92% 0.84% 0.87%(6) 0.85%
-------------------------------------- ------- ------- ------- ------- ------- -------
Ratio of expenses to average net
assets prior to expense limitation
and expenses paid indirectly 1.21% 1.22% 1.12% 1.12% 1.07%(6) 0.96%
-------------------------------------- ------- ------- ------- ------- ------- -------
Ratio of net investment income to
average net assets 5.71% 5.18% 5.52% 6.15% 6.06%(6) 6.10%
-------------------------------------- ------- ------- ------- ------- ------- -------
Ratio of net investment income to
average net assets prior to expense
limitation and expenses paid
indirectly 5.50% 4.96% 5.32% 5.87% 5.86%(6) 5.99%
-------------------------------------- ------- ------- ------- ------- ------- -------
Portfolio turnover 61% 33% 43% 45% 7% 0%
-------------------------------------- ------- ------- ------- ------- ------- -------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------- -----------------------------------------------------
Class B
-----------------------------------------------------
Eight Period
Year Year Months Year 12/18/96(4)
Delaware National High-Yield Ended Ended Ended Ended through
Municipal Bond Fund 8/31/00 8/31/99 8/31/98(1) 12/31/97(2) 12/31/96
-------------------------------------- -------- -------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C>
-------------------------------------- ------- ------- ------- ------- -------
Net asset value, beginning of
period $10.360 $10.820 $10.730 $10.400 $10.370
-------------------------------------- ------- ------- ------- ------- -------
Income (loss) from investment
operations:
-------------------------------------- ------- ------- ------- ------- -------
Net investment income 0.491 0.476 0.348 0.534 0.010
-------------------------------------- ------- ------- ------- ------- -------
Net realized and unrealized gain
(loss) on investments (0.384) (0.435) 0.122 0.433 0.030
------- ------- ------- ------- -------
-------------------------------------- ------- ------- ------- ------- -------
Total from investment operations 0.107 0.041 0.470 0.967 0.040
------- ------- ------- ------- -------
-------------------------------------- ------- ------- ------- ------- -------
Less dividends and distributions:
-------------------------------------- ------- ------- ------- ------- -------
Dividends from net investment income (0.487) (0.476) (0.345) (0.566) (0.010)
-------------------------------------- ------- ------- ------- ------- -------
Distributions from net realized gain
on investments --- (0.025) (0.035) (0.071) ---
------- ------- ------- ------- -------
-------------------------------------- ------- ------- ------- ------- -------
Total dividends and distributions (0.487) (0.501) (0.380) (0.637) (0.010)
------- ------- ------- ------- -------
-------------------------------------- ------- ------- ------- ------- -------
Net asset value, end of period $9.980 $10.360 $10.820 $10.730 $10.400
======= ======= ======= ======= =======
-------------------------------------- ------- ------- ------- ------- -------
Total return(5) 1.10% 0.42% 4.44% 9.57% 0.43%
-------------------------------------- ------- ------- ------- ------- -------
Ratios and supplemental data:
-------------------------------------- ------- ------- ------- ------- -------
Net assets, end of period (000
omitted) $18,374 $21,423 $10,620 $3,573 $88
-------------------------------------- ------- ------- ------- ------- -------
Ratio of expenses to average net
assets 1.75% 1.75% 1.67% 1.56% 1.45%(6)
-------------------------------------- ------- ------- ------- ------- -------
Ratio of expenses to average net
assets prior to expense limitation
and expenses paid indirectly 1.96% 1.97% 1.87% 1.84% 1.66%(6)
-------------------------------------- ------- ------- ------- ------- -------
Ratio of net investment income to
average net assets 4.96% 4.43% 4.77% 5.43% 4.65%(6)
-------------------------------------- ------- ------- ------- ------- -------
Ratio of net investment income to
average net assets prior to expense
limitation and expenses paid
indirectly 4.75% 4.21% 4.57% 5.15% 4.44%(6)
-------------------------------------- ------- ------- ------- ------- -------
Portfolio turnover 61% 33% 43% 45% 7%
-------------------------------------- ------- ------- ------- ------- -------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------- -------------------------------------
Class C
-------------------------------------
Eight Period
Year Year Months 5/26/97(4)
Delaware National High-Yield Ended Ended Ended through
Municipal Bond Fund 8/31/00 8/31/99 8/31/98(1) 12/31/97
-------------------------------------- -------- -------- --------- ---------
<S> <C> <C> <C> <C>
-------------------------------------- -------- -------- --------- ---------
Net asset value, beginning of
period $10.370 $10.830 $10.740 $10.440
-------------------------------------- ------- ------- ------- -------
Income (loss) from investment
operations:
-------------------------------------- ------- ------- ------- -------
Net investment income 0.492 0.476 0.348 0.315
-------------------------------------- ------- ------- ------- -------
Net realized and unrealized gain
(loss) on investments (0.386) (0.435) 0.122 0.391
------- ------- ------- -------
-------------------------------------- ------- ------- ------- -------
Total from investment operations 0.106 0.041 0.470 0.706
------- ------- ------- -------
-------------------------------------- ------- ------- ------- -------
Less dividends and distributions:
-------------------------------------- ------- ------- ------- -------
Dividends from net investment income (0.486) (0.476) (0.345) (0.335)
-------------------------------------- ------- ------- ------- -------
Distributions from net realized gain
on investments --- (0.025) (0.035) (0.071)
------- ------- ------- -------
-------------------------------------- ------- ------- ------- -------
Total dividends and distributions (0.486) (0.501) (0.380) (0.406)
------- ------- ------- -------
-------------------------------------- ------- ------- ------- -------
Net asset value, end of period $9.990 $10.370 $10.830 $10.740
======= ======= ======= =======
-------------------------------------- ------- ------- ------- -------
Total return(5) 1.08% 0.32% 4.44% 6.88%
-------------------------------------- ------- ------- ------- -------
Ratios and supplemental data:
-------------------------------------- ------- ------- ------- -------
Net assets, end of period (000
omitted) $8,770 $10,267 $4,690 $1,220
-------------------------------------- ------- ------- ------- -------
Ratio of expenses to average net
assets 1.75% 1.75% 1.67% 1.62%(6)
-------------------------------------- ------- ------- ------- -------
Ratio of expenses to average net
assets prior to expense limitation
and expenses paid indirectly 1.96% 1.97% 1.87% 1.90%(6)
-------------------------------------- ------- ------- ------- -------
Ratio of net investment income to
average net assets 4.96% 4.43% 4.77% 5.37%(6)
-------------------------------------- ------- ------- ------- -------
Ratio of net investment income to
average net assets prior to expense
limitation and expenses paid
indirectly 4.75% 4.21% 4.57% 5.09%(6)
-------------------------------------- ------- ------- ------- -------
Portfolio turnover 61% 33% 43% 45%
-------------------------------------- ------- ------- ------- -------
</TABLE>
(1) Ratios have been annualized but total return has not been annualized.
(2) Commencing May 1, 1997, Delaware Management Company replaced Voyageur Fund
Managers, Inc. as the Fund's investment manager.
(3) On November 6, 1996, the Fund's shareholders approved a change of investment
adviser from IFG Asset Management Services, Inc. to Voyageur Fund Managers,
Inc.
(4) Commencement of operations.
(5) Total investment return is based on the change in net asset value of a share
during the period and assumes reinvestment of distributions at net asset
value and does not reflect the impact of a sales charge. Total investment
return reflects an expense limitation.
(6) Annualized.
52
<PAGE>
How to read the Financial highlights
Net investment income
Net investment income includes dividend and interest income earned from a fund's
investments; it is after expenses have been deducted.
Net realized and unrealized gain (loss) on investments
A realized gain occurs when we sell an investment at a profit, while a realized
loss occurs when we sell an investment at a loss. When an investment increases
or decreases in value but we do not sell it, we record an unrealized gain or
loss. The amount of realized gain per share that we pay to shareholders, if any,
would be listed under "Less dividends and distributions-Distributions from net
realized gain on investments."
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 a fund. In calculating this figure for the financial highlights
table, we include applicable fee waivers, exclude front-end and contingent
deferred sales charges, and assume the shareholder has reinvested all dividends
and realized gains.
Net assets
Net assets represent the total value of all the assets in a fund's portfolio,
less 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.
Portfolio turnover
This figure tells you the amount of trading activity in a fund's portfolio. For
example, a fund with a 50% turnover has bought and sold half of the value of its
total investment portfolio during the stated period.
53
<PAGE>
[begin 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 ratings organization.
Capital
The amount of money you invest.
Capital appreciation
An increase in the value of an investment.
Capital gains distributions
Payments to mutual fund shareholders of profits (realized gains) from the sale
of a fund's portfolio securities. Usually paid once a year; may be either
short-term gains or long-term gains.
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.
Depreciation
A decline in an investment's value.
54
<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.
Duration
A measurement of a fixed-income investment's price volatility. The larger the
number, the greater the likely price change for a given change in interest
rates.
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.
Lehman Brothers Municipal Bond Index
The Lehman Brothers Municipal Bond Index is an index that includes approximately
15,000 bonds. To be included in the index, a municipal bond must meet the
following criteria: a minimum credit rating of at least Baa; has been part of a
deal of at least $50 million; been issued within the last 5 years, and has a
maturity of at least 2 years. Bonds subject to the Alternative minimum tax are
excluded. Bonds with floating or zero coupons are also excluded
Lehman Brothers Insured Municipal Bond Index
Lehman Brothers Insured Municipal Bond Index is an index that tracks
approximately 5,100 municipal bonds that are backed by an issuer and have a
rating of BBB or better.
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.
Market capitalization
The value of a corporation determined by multiplying the current market price of
a share of common stock by the number of shares held by shareholders. A
corporation with one million shares outstanding and the market price per share
of $10 has a market capitalization of $10 million.
Maturity
The length of time until a bond issuer must repay the underlying loan principal
to bondholders.
55
<PAGE>
Merrill Lynch 3-7 Year Municipal Bond Index
Merrill Lynch 3-7 Year Municipal Bond Index provides a broad-based measure of
the performance of the U.S. tax-exempt bond market. This index tracks bonds with
maturities between 3 and 7 years.
NASD Regulation, Inc. (NASDR(SM))
The independent subsidiary of the National Association of Securities Dealers,
Inc. responsible for regulating the securities industry.
Nationally recognized statistical ratings 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,
Inc. (Moody's), Standard & Poor's (S&P), Duff & Phelps, Inc. (Duff), and Fitch
IBCA, 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.
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.
Standard deviation
A measure of an investment's volatility; for mutual funds, measures how much a
fund's total return has typically varied from its historical average.
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.
56
<PAGE>
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.
57
<PAGE>
Delaware Tax-Free USA Fund
Delaware Tax-Free Insured Fund
Delaware Tax-Free USA Intermediate Fund
Delaware National High-Yield Municipal Bond Fund
Additional information about the Funds' investments is available in the Funds'
annual and semi-annual reports to shareholders. In the Funds' shareholder
reports, you will find a discussion of the market conditions and investment
strategies that significantly affected the Funds' performance during the report
period. You can find more detailed information about the Funds 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 these Funds, you can write to us at One Commerce Square, Philadelphia, PA
19103-7042, or call toll-free 800.523.1918. You may also obtain additional
information about the Funds from your financial adviser.
You can find reports and other information about the Funds on the EDGAR database
on the SEC web site (http://www.sec.gov). You can also get copies of this
information, after payment of a duplicating fee, by e-mailing the SEC at
[email protected] or by writing to the Public Reference Section of the SEC,
Washington, D.C. 20549-0102. Information about the Funds, including their
Statement of Additional Information, can be reviewed and copied at the SEC's
Public Reference Room in Washington, D.C. You can get information on the Public
Reference Room by calling the SEC at 1.202.942.8090.
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 and retirement plan
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.
58
<PAGE>
Investment Company Act file number: 811-3850
Investment Company Act file number: 811-7742
<TABLE>
<CAPTION>
-------------------------------------------------------------- -------------------------------- ------------------------
Fund name CUSIP number NASDAQ symbol
-------------------------------------------------------------- -------------------------------- ------------------------
<S> <C> <C>
Delaware Tax-Free USA Fund A Class 245909106 DMTFX
-------------------------------------------------------------- -------------------------------- ------------------------
Delaware Tax-Free USA Fund B Class 245909403 DTFCX
-------------------------------------------------------------- -------------------------------- ------------------------
Delaware Tax-Free USA Fund C Class 245909700 DUSCX
-------------------------------------------------------------- -------------------------------- ------------------------
Delaware Tax-Free Insured Fund A Class 245909205 DMFIX
-------------------------------------------------------------- -------------------------------- ------------------------
Delaware Tax-Free Insured Fund B Class 245909502 DTXBX
-------------------------------------------------------------- -------------------------------- ------------------------
Delaware Tax-Free Insured Fund C Class 245909809 DTXCX
-------------------------------------------------------------- -------------------------------- ------------------------
Delaware Tax-Free USA Intermediate Fund A Class 245909304 DMUSX
-------------------------------------------------------------- -------------------------------- ------------------------
Delaware Tax-Free USA Intermediate Fund B Class 245909601 DUIBX
-------------------------------------------------------------- -------------------------------- ------------------------
Delaware Tax-Free USA Intermediate Fund C Class 245909882 DUICX
-------------------------------------------------------------- -------------------------------- ------------------------
Delaware National High-Yield Municipal Bond Fund A Class 928928241 CXHYX
-------------------------------------------------------------- -------------------------------- ------------------------
Delaware National High-Yield Municipal Bond Fund B Class 928928233 DVNYX
-------------------------------------------------------------- -------------------------------- ------------------------
Delaware National High-Yield Municipal Bond Fund C Class 928928225 DVHCX
-------------------------------------------------------------- -------------------------------- ------------------------
</TABLE>
DELAWARE
INVESTMENTS
-----------
Philadelphia * London
P-011 [--] PP 10/00
59
<PAGE>
Delaware Investments includes funds with a wide range of investment objectives.
Stock funds, income funds, 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.
One Commerce Square
Philadelphia, PA 19103
SHAREHOLDER SERVICING,
DIVIDEND DISBURSING,
ACCOUNTING SERVICES
AND TRANSFER AGENT
Delaware Service Company, Inc.
One Commerce Square
Philadelphia, PA 19103
LEGAL COUNSEL
Stradley, Ronon, Stevens & Young, LLP
One Commerce Square
Philadelphia, PA 19103
INDEPENDENT AUDITORS
Ernst & Young LLP
Two Commerce Square
Philadelphia, PA 19103
CUSTODIANS
USA Fund, Insured Fund,
Intermediate Fund
The Chase Manhattan Bank
4 Chase Metrotech Center
Brooklyn, NY 11245
National High-Yield Fund
Mellon Bank, N.A.
One Mellon Center
Pittsburgh, PA 15258
-------------------------------------------------------------------------
DELAWARE TAX-FREE USA FUND
-------------------------------------------------------------------------
DELAWARE TAX-FREE INSURED FUND
-------------------------------------------------------------------------
DELAWARE TAX-FREE USA INTERMEDIATE FUND
-------------------------------------------------------------------------
DELAWARE NATIONAL HIGH-YIELD MUNICIPAL BOND FUND
-------------------------------------------------------------------------
PART B
STATEMENT OF
ADDITIONAL INFORMATION
-------------------------------------------------------------------------
OCTOBER 30, 2000
DELAWARE(SM)
INVESTMENTS
-----------
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
October 30, 2000
Delaware Group Tax-Free Fund
Voyageur Mutual Funds
One Commerce Square, Philadelphia, PA 19103
For Prospectus, Performance and Information on Existing Accounts of
Class A Shares, Class B Shares and Class C Shares: Nationwide 800-523-1918
Dealer Services: (BROKER/DEALERS ONLY) Nationwide 800-362-7500
This Statement of Additional Information ("Part B") describes shares of
each fund listed below (individually, a "Fund" and collectively, the "Funds"),
which is a series of an open-end management investment company, commonly
referred to as a mutual fund. This Part B supplements the information contained
in the current Prospectus for the Funds dated October 30, 2000 as it may be
amended from time to time. Part B should be read in conjunction with the Funds'
Prospectus. Part B is not itself a prospectus but is, in its entirety,
incorporated by reference into the Prospectus. The Prospectus for the Funds may
be obtained by writing or calling your investment dealer or by contacting the
Funds' national distributor, Delaware Distributors, L.P. (the "Distributor"),
One Commerce Square, Philadelphia, PA 19103. The Funds' financial statements,
the notes relating thereto, the financial highlights and the reports 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.
Delaware Group Tax-Free Fund ("Tax-Free Fund")
Delaware Tax-Free USA Fund ("USA Fund")
Delaware Tax-Free Insured Fund ("Insured Fund")
Delaware Tax-Free USA Intermediate Fund ("Intermediate Fund")
Voyageur Mutual Funds
Delaware National High-Yield Municipal Bond Fund ("National High-Yield Fund")
Each Fund offers three retail classes of shares: "Class A Shares," "Class B
Shares" and "Class C Shares" (individually, a "Class" and collectively, the
"Classes"). This Part B describes each Fund and each Class, except where noted.
<TABLE>
<S> <C>
TABLE OF CONTENTS Dividends and Realized Securities Profits Distributions
Cover Page Taxes
Investment Objectives and Policies Investment Management Agreement
Insurance Officers and Trustees
Performance Information General Information
Trading Practices and Brokerage Financial Statements
Purchasing Shares Appendix A
Investment Plans Appendix B - Investment Objectives of the Funds
Determining Offering Price and Net Asset Value in the Delaware Investments Family
Redemption and Exchange Appendix C - Description of Ratings
</TABLE>
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INVESTMENT OBJECTIVES AND POLICIES
The investment objective of USA Fund and of Intermediate Fund is to seek as
high a level of current interest income exempt from federal income tax as is
available from municipal bonds and as is consistent with prudent investment
management and preservation of capital. Intermediate Fund pursues its investment
objective by investing in municipal bonds with a dollar weighted average
maturity of between three and 10 years and utilizing various investment
strategies, as described below, which differ from the strategies utilized by USA
Fund and Insured Fund. The investment objective of Insured Fund is to seek as
high a level of current interest income exempt from federal income tax as is
available from municipal bonds and as is consistent with prudent investment
management and preservation of capital. Insured Fund seeks to achieve its
objective by investing primarily in municipal bonds that are protected by
insurance guaranteeing the payment of principal and interest, when due.
The investment objective of National High-Yield Fund is to seek a high
level of current income exempt from federal income tax primarily through
investment in a portfolio of medium- and lower-grade Municipal Obligations. The
Fund may invest in medium- and lower-grade Municipal Obligations rated between
BBB and B- (inclusive) by Standard & Poor's ("S&P") or Fitch IBCA, Inc.
("Fitch"), Baa and B3 (inclusive) by Moody's Investors Service, Inc.
("Moody's"), comparably rated short-term Municipal Obligations and non-rated
Municipal Obligations determined by the Fund's investment adviser to be of
comparable quality. The Fund may also invest in higher rated securities.
Investment in medium- and lower-grade Municipal Obligations involves special
risks as compared with investment in higher-grade municipal securities,
including potentially greater sensitivity to a general economic downturn or to a
significant increase in interest rates, greater market price volatility and less
liquid secondary market trading. Investment in the Fund may not be appropriate
for all investors.
The investment objective of each Fund, described above, is non-fundamental
and may be changed by the Board of Trustees without shareholder approval of the
affected Fund. There is no assurance that the objective of any Fund can be
achieved. Bond insurance reduces the risk of loss due to default by an issuer,
but such bonds remain subject to the risk that market value may shift for other
reasons. Also, there is no assurance that any insurance company will meet its
obligations.
Appendix C--Description of Ratings contains excerpts describing ratings of
Municipal Obligations from S&P, Moody's and Fitch.
Each Fund invests primarily in Municipal Obligations paying interest income
which, in the opinion of the bond issuer's counsel, is exempt from federal
income tax. Municipal Obligations include debt obligations issued by state and
local governments to raise funds for various public purposes such as hospitals,
schools and general operating expenses. These securities include obligations
issued by or on behalf of states, territories and possessions of the United
States and the District of Columbia and their political subdivisions, agencies,
authorities and instrumentalities. Some Municipal Obligations are backed by the
issuer's full faith and credit while others are secured by a specific revenue
source and are not backed by any general taxing power. The Funds will invest in
both types of obligations. With respect to the National High-Yield Fund,
Municipal Obligations also include certain derivative instruments.
USA Fund, Insured Fund and Intermediate Fund -- USA Fund and Insured Fund
seek to achieve their respective objectives by investing their assets in a
nondiversified portfolio consisting primarily of intermediate obligations up to
10 years and long-term obligations up to 50 years in maturity, and Intermediate
Fund seeks to achieve its objective by investing its assets in a nondiversified
portfolio consisting primarily of intermediate obligations, issued by or on
behalf of states, territories and possessions of the United States and the
District of Columbia and their political subdivisions, agencies and
instrumentalities, the interest income from which, in the opinion of each
issuer's Counsel, is exempt from federal income tax. A Fund may invest in other
debt obligations, but if it does, at least 80% of its assets will be invested in
the types of securities listed above.
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The portfolio of Intermediate Fund will typically have a dollar weighted
average maturity of between three and 10 years. Intermediate Fund may, from time
to time, employ certain techniques to shorten or lengthen the dollar weighted
average maturity of the portfolio, including futures transactions, options on
futures and the purchase of debt securities at a premium or a discount. Although
the dollar weighted average maturity of Intermediate Fund's portfolio will be
between three and 10 years, Intermediate Fund may purchase individual securities
with any maturity.
The principal risk to which a Fund is subject is price fluctuation due to
changes in interest rates caused by government policies and economic factors
which are beyond the control of Delaware Management Company (the "Manager"). In
addition, although some municipal bonds are government obligations backed by the
issuer's full faith and credit, others are only secured by a specific revenue
source and not by the general taxing power. Each Fund may invest in both types
of bonds.
USA Fund will normally invest at least 80% of its assets in debt
obligations, as stated above, which are rated by S&P, Moody's or Fitch at the
time of purchase as being within their top four grades. The fourth grade is
considered a medium grade and has speculative characteristics. USA Fund may,
however, invest up to 20% of its assets in securities with a rating lower than
the top four and in unrated securities. These securities are speculative and may
involve greater risks and have higher yields. They will only be purchased when
the Manager considers them particularly attractive and their purchase to be
consistent with the objective of preserving capital. Intermediate Fund intends
to invest at least 90% of its portfolio in debt obligations that are either
rated in the top four grades by Moody's, S&P or Fitch at the time of purchase or
unrated, but in the opinion of the Manager, similar in credit quality to
obligations so rated. The fourth grade is considered medium grade and may have
speculative characteristics. Intermediate Fund may invest up to 10% of its
assets in securities that are rated lower than the top four grades or unrated,
but in the Manager's opinion similar in credit quality to obligations so rated.
These securities are speculative and may involve greater risks and have higher
yields. Investing in debt obligations which are not rated in the top four grades
(or which have credit qualities similar to such rated obligations) entails
certain risks, including the risk of loss of principal, which may be greater
than the risks involved in investment grade obligations, and which should be
considered by investors contemplating an investment in the Fund. Such
obligations are sometimes sold by issuers whose earnings at the time of issuance
are less than the projected debt service on the obligations. The Manager will
evaluate the creditworthiness of the issuer and the issuer's ability to meet its
obligations to pay interest and repay principal.
Insured Fund will normally invest at least 80% of its assets in debt
obligations which are insured by various insurance companies which undertake to
pay to a holder, when due, the interest or principal amount of an obligation if
the interest or principal is not paid by the issuer when due. See Insurance.
Insured Fund may invest a portion of its assets in debt obligations that are
considered to be below investment grade. The Fund presently intends to limit
such investments to no more than 5% of its assets, measured at the time of
purchase.
Each Fund will invest its assets in securities of varying maturities,
without limitation, depending on market conditions. Typically, the remaining
maturity of municipal bonds purchased by USA Fund and Insured Fund will range
between five and 30 years. Each Fund may also invest in short-term, tax-free
instruments such as tax-exempt commercial paper and general obligation, revenue
and project notes. The Funds may also invest in variable and floating rate
demand obligations (longer-term instruments with an interest rate that
fluctuates and a demand feature that allows the holder to sell the instruments
back to the issuer from time to time) but no Fund intends to invest more than 5%
of its assets in these instruments. Short-term securities will be rated in the
top two grades by a nationally-recognized statistical rating agency. The Manager
will attempt to adjust the maturity structure of the portfolios to provide a
high level of tax-exempt income consistent with preservation of capital.
4
<PAGE>
Under abnormal conditions, each Fund may invest in taxable instruments for
temporary defensive purposes. These would include obligations of the U.S.
government, its agencies and instrumentalities, commercial paper, certificates
of deposit of domestic banks and other debt instruments. In connection with
defensive portfolio investments, Insured Fund may invest more than 20% of its
assets in uninsured securities which may be lower rated or unrated. Such
securities may involve increased risks or may generate taxable income, and each
Fund will only exceed 20% of its assets in such investments for temporary
defensive purposes.
National High-Yield Fund -- National High-Yield Fund will normally invest
at least 65% of its total assets in medium-and lower-grade Municipal Obligations
rated, at the time of investment, between BBB and B- (inclusive) by S&P, Baa and
B3 (inclusive) by Moody's, or BBB and B- (inclusive) by Fitch, or Municipal
Obligations determined by the Manager to be of comparable quality.
Medium-grade Municipal Obligations are rated BBB by S&P or Fitch, Baa by
Moody's or are determined by the Manager to be of comparable quality.
The Fund may invest in lower-grade Municipal Obligations rated, at the time
of investment, no lower than B- by S&P or Fitch, or B3 by Moody's, or in
municipal securities determined by the Manager to be of comparable quality.
Municipal Obligations rated B by S&P or Fitch generally are regarded by S&P or
Fitch, on balance, as predominantly speculative with respect to capacity to pay
interest or repay principal in accordance with the terms of the obligations.
While such securities will likely have some quality and protective
characteristics, in S&P's or Fitch's view these are outweighed by large
uncertainties or major risk exposure to adverse conditions. Securities rated B
by Moody's are viewed by Moody's as generally lacking characteristics of the
desirable investment. In Moody's view, assurance of interest and principal
payments or of maintenance of other terms of the contract over any long period
of time may be small.
The Fund will not make initial investments in Municipal Obligations rated,
at the time of investment, below B- by S&P or Fitch, or below B3 by Moody's, or
in Municipal Obligations determined by the Manager to be of comparable quality.
The Fund may retain Municipal Obligations which are downgraded after investment.
There is no minimum rating with respect to securities that the Fund may hold if
downgraded after investment.
Investment in medium- and lower-grade securities involves special risks as
compared with investment in higher-grade securities, including potentially
greater sensitivity to a general economic downturn or to a significant increase
in interest rates, greater market price volatility and less liquid secondary
market trading. See Risk Considerations, below. There can be no assurance that
the Fund will achieve its investment objective, and the Fund may not be an
appropriate investment for all investors.
At times the Manager may judge that conditions in the markets for medium-
and lower-grade Municipal Obligations make pursuing the Fund's basic investment
strategy of investing primarily in such Municipal Obligations inconsistent with
the best interests of shareholders. At such times, the Fund may invest all or a
portion of its assets in higher grade Municipal Obligations and in Municipal
Obligations determined by the Manager to be of comparable quality. Although such
higher grade Municipal Obligations generally entail less credit risk, such
higher grade Municipal Obligations may have a lower yield than medium- and
lower-grade Municipal Obligations and investment in such higher grade Municipal
Obligations may result in a lower yield to Fund shareholders. The Manager also
may judge that conditions in the markets for long- and intermediate-term
Municipal Obligations in general make pursuing the Fund's basic investment
strategy inconsistent with the best interests of the Fund's shareholders. At
such times, the Fund may pursue strategies primarily designed to reduce
fluctuations in the value of the Fund's assets, including investing the Fund's
assets in high-quality, short-term Municipal Obligations and in high-quality,
short-term taxable securities. See Taxes.
5
<PAGE>
The Fund may invest without limitation in short-term Municipal Obligations
or in taxable obligations on a temporary, defensive basis due to market
conditions or, with respect to taxable obligations, for liquidity purposes. Such
taxable obligations, whether purchased for liquidity purposes or on a temporary,
defensive basis, may include: obligations of the U.S. government, its agencies
or instrumentalities; other debt securities rated within the three highest
grades by either Moody's, Fitch or S&P commercial paper rated in the highest
grade by any of such rating services (Prime-1, F-1+ or A-1, respectively);
certificates of deposit and bankers' acceptances of domestic banks which have
capital, surplus and undivided profits of over $100 million; high-grade taxable
Municipal Obligations; and repurchase agreements with respect to any of the
foregoing investments. The Fund also may hold its assets in cash and in
securities of tax-exempt money market mutual funds.
All Funds - Each Fund may invest more than 25% of its assets in municipal
obligations relating to similar types of projects or with other similar
economic, business or political characteristics (such as bonds of housing
finance agencies or health care facilities). In addition, each Fund may invest
more than 25% of its assets in industrial development bonds or, except with
respect to National High Yield Municipal Bond Fund, pollution control bonds
which may be backed only by the assets and revenues of a nongovernmental issuer.
A Fund will not, however, invest more than 25% of its total assets in bonds
issued for companies in the same industry.
Each Fund may also invest in "when-issued securities" for which the Fund
will maintain a segregated account which it will mark to market daily.
When-issued securities involve commitments to purchase new issues of securities
which are offered on a when-issued basis which usually involve delivery and
payment up to 45 days after the date of the transaction. During this period
between the date of commitment and the date of delivery, the Fund does not
accrue interest on the investment, but the market value of the bonds could
fluctuate. This can result in a Fund having unrealized appreciation or
depreciation which could affect the net asset value of its shares.
6
<PAGE>
Tax-Free Fund and Voyageur Mutual Funds are registered as open-end
management investment companies and each Fund's portfolio of assets is
nondiversified. Each Fund has the ability to invest as much as 50% of its assets
in as few as two issuers provided that no single issuer accounts for more than
25% of the portfolio. The remaining 50% must be diversified so that no more than
5% is invested in the securities of a single issuer. Because the Funds may
invest their assets in fewer issuers, the value of Fund shares may fluctuate
more rapidly than if the Funds were fully diversified. In the event a Fund
invests more than 5% of its assets in a single issuer, it would be affected more
than a fully-diversified fund if that issuer were to encounter difficulties in
satisfying its financial obligations. Except as set forth below, each Fund may
invest without limitation in U.S. government securities or government agency
securities backed by the U.S. government or its agencies or instrumentalities.
Percentage limitations outlined above are determined at the time an investment
is made.
Set forth below are other more specific investment restrictions, some of
which limit the percentage of assets which may be invested in certain types of
securities. While the Funds are permitted, they normally do not borrow money or
invest in repurchase agreements. Up to 20% of USA Fund's, Insured Fund's and
Intermediate Fund's assets may be invested in securities whose interest is
subject to the federal alternative minimum income tax. National High-Yield Fund
may invest without limit in securities whose interest is subject to the federal
alternative minimum income tax. From time to time, a substantial portion of the
assets of a Fund may be invested in municipal bonds insured as to payment of
principal and interest by a single insurance company, which is believed by the
Funds to be consistent with their policies and restrictions.
7
<PAGE>
Municipal Obligations
As used in this Part B, the term "Municipal Obligations" refers to debt
obligations issued by or on behalf of a state or territory or its agencies,
instrumentalities, municipalities and political subdivisions. With respect to
National High-Yield Fund only, the term "Municipal Obligations" also includes
Derivative Municipal Obligations as defined below.
Municipal Obligations are primarily debt obligations issued to obtain funds
for various public purposes such as constructing public facilities and making
loans to public institutions. The two principal classifications of Municipal
Obligations are general obligation bonds and revenue bonds. General obligation
bonds are generally secured by the full faith and credit of an issuer possessing
general taxing power and are payable from the issuer's general unrestricted
revenues and not from any particular fund or revenue source. Revenue bonds are
payable only from the revenues derived from a particular source or facility,
such as a tax on particular property or revenues derived from, for example, a
municipal water or sewer utility or an airport. Municipal Obligations that
benefit private parties in a manner different than members of the public
generally (so-called private activity bonds or industrial development bonds) are
in most cases revenue bonds, payable solely from specific revenues of the
project to be financed. The credit quality of private activity bonds is usually
directly related to the creditworthiness of the user of the facilities (or the
creditworthiness of a third-party guarantor or other credit enhancement
participant, if any).
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 nongovernment activities, and could
include some types of industrial revenue bonds such as privately-owned sports
and convention facilities. The Act also makes the tax-exempt status of certain
bonds depend on the issuer's compliance with specific requirements after the
bonds are issued.
Within these principal classifications of Municipal Obligations, there is a
variety of types of municipal securities. Certain Municipal Obligations may
carry variable or floating rates of interest whereby the rate of interest is not
fixed but varies with changes in specified market rates or indexes, such as a
bank prime rate or a tax-exempt money market index. Accordingly, the yield on
such obligations can be expected to fluctuate with changes in prevailing
interest rates. Other Municipal Obligations are zero coupon securities, which
are debt obligations which do not entitle the holder to any periodic interest
payments prior to maturity and are issued and traded at a discount from their
face amounts. The market prices of zero coupon securities are generally more
volatile than the market prices of securities that pay interest periodically.
Municipal Obligations also include state or municipal leases and
participation interests therein. A Fund may invest in these types of obligations
without limitation. Municipal leases are obligations issued by state and local
governments or authorities to finance the acquisition of equipment and
facilities such as fire, sanitation or police vehicles or telecommunications
equipment, buildings or other capital assets. Municipal lease obligations,
except in certain circumstances, are considered illiquid by the staff of the
SEC. Municipal lease obligations held by a Fund will be treated as illiquid
unless they are determined to be liquid pursuant to guidelines established by
the appropriate Board of Trustees. Under these guidelines, a Fund's investment
adviser will consider factors including, but not limited to (1) whether the
lease can be canceled, (2) what assurance there is that the assets represented
by the lease can be sold, (3) the municipality's general credit strength (e.g.,
its debt, administrative, economic and financial characteristics), (4) the
likelihood that the municipality will discontinue appropriating funding for the
leased property because the property is no longer deemed essential to the
operations of the municipality (e.g., the potential for an "event of
non-appropriation"), and (5) the legal recourse in the event of failure to
appropriate. Additionally, the lack of an established trading market for
municipal lease obligations may make the determination of fair market value more
difficult.
The yields on Municipal Obligations are dependent on a variety of factors,
including general money market conditions, general conditions of the municipal
bond market, size of a particular offering, maturity of the obligation and
rating of the issue. The imposition of a Fund's management fee, as well as other
operating expenses, will have the effect of reducing the yield to investors.
8
<PAGE>
Derivative Municipal Obligations. National High-Yield Fund may also acquire
Derivative Municipal Obligations, which are custodial receipts or trust
certificates ("custodial receipts") underwritten by securities dealers or banks
that evidence ownership of future interest payments, principal payments or both
on certain Municipal Obligations. The underwriter of these certificates or
receipts typically purchases and deposits the securities in an irrevocable trust
or custodial account with a custodian bank, which then issues receipts or
certificates that evidence ownership of the periodic unmatured coupon payments
and the final principal payment on the obligations. Although under the terms of
a custodial receipt or trust certificate, the Fund may be authorized to assert
its rights directly against the issuer of the underlying obligation, the Fund
could be required to assert through the custodian bank those rights as may exist
against the underlying issuer. Thus, in the event the underlying issuer fails to
pay principal and/or interest when due, the Fund may be subject to delays,
expenses and risks that are greater than those that would have been involved if
the Fund had purchased a direct obligation of the issuer.
In addition, in the event that the trust or custodial account in which the
underlying security had been deposited is determined to be an association
taxable as a corporation, instead of a non-taxable entity, it would be subject
to state income tax (but not federal income tax) on the income it earned on the
underlying security, and the yield on the security paid to the National
High-Yield Fund and its shareholders would be reduced by the amount of taxes
paid. Furthermore, amounts paid by the trust or custodial account to the Fund
would lose their tax-exempt character and become taxable, for federal and state
purposes, in the hands of the Fund and its shareholders. However, the Fund will
only invest in custodial receipts which are accompanied by a tax opinion stating
that interest payable on the receipts is tax-exempt. If the Fund invests in
custodial receipts, it is possible that a portion of the discount at which the
Fund purchases the receipts might have to be accrued as taxable income during
the period that the Fund holds the receipts.
The principal and interest payments on the Derivative Municipal Obligations
underlying custodial receipts or trust certificates may be allocated in a number
of ways. For example, payments may be allocated such that certain custodial
receipts or trust certificates may have variable or floating interest rates and
others may be stripped securities which pay only the principal or interest due
on the underlying Municipal Obligations. National High-Yield Fund may also
invest in custodial receipts or trust certificates which are "inverse floating
obligations" (also sometimes referred to as "residual interest bonds"). These
securities pay interest rates that vary inversely to changes in the interest
rates of specified short term Municipal Obligations or an index of short-term
Municipal Obligations. Thus, as market interest rates increase, the interest
rates on inverse floating obligations decrease. Conversely, as market rates
decline, the interest rates on inverse floating obligations increase. Such
securities have the effect of providing a degree of investment leverage, since
the interest rates on such securities will generally change at a rate which is a
multiple of the change in the interest rates of the specified Municipal
Obligations or index. As a result, the market values of inverse floating
obligations will generally be more volatile than the market values of other
Municipal Obligations and investments in these types of obligations will
increase the volatility of the net asset value of shares of the Fund.
Municipal Leases
A portion of each Fund's assets may be invested in municipal lease
obligations, primarily through certificates of participation ("COPs"). COPs
function much like installment purchase agreements and are widely used by state
and local governments to finance the purchase of property. The lease format is
generally not subject to constitutional limitations on the issuance of state
debt, and COPs enable a governmental issuer to increase government liabilities
beyond constitutional debt limits. A principal distinguishing feature separating
COPs from municipal debt is the lease, which contains a "nonappropriation" or
"abatement" clause. This clause provides that, although the municipality will
use its best efforts to make lease payments, it may terminate the lease without
penalty if its appropriating body does not allocate the necessary funds. The
Funds intend to invest only in COPs rated within the four highest rating
categories of Moody's, S&P or Fitch, or in unrated COPs believed to be of
comparable quality.
9
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Diversification
Although each Fund is characterized as a non-diversified fund under the
Investment Company Act of 1940 (the "1940 Act"), a Fund intends to conduct its
operations so that it will qualify under the Internal Revenue Code of 1986, as
amended (the "Code") as a "regulated investment company."
For purposes of such diversification, the identification of the issuer of
Municipal Obligations depends on the terms and conditions of the security. If a
state or a political subdivision thereof pledges its full faith and credit to
payment of a security, the state or the political subdivision, respectively, is
deemed the sole issuer of the security. If the assets and revenues of an agency,
authority or instrumentality of a state or a political subdivision thereof are
separate from those of the state or political subdivision and the security is
backed only by the assets and revenues of the agency, authority or
instrumentality, such agency, authority or instrumentality is deemed to be the
sole issuer. Moreover, if the security is backed only by revenues of an
enterprise or specific projects of the state, a political subdivision or agency,
authority or instrumentality, such as utility revenue bonds, and the full faith
and credit of the governmental unit is not pledged to the payment thereof, such
enterprise or specific project is deemed the sole issuer.
Similarly, in the case of an industrial development bond, if that bond is
backed only by certain revenues to be received from the non-governmental user of
the project financed by the bond, then such non-governmental user is deemed to
be the sole issuer. If, however, in any of the above cases, a state, political
subdivision or some other entity guarantees a security and the value of all
securities issued or guaranteed by the guarantor and owned by the Fund exceeds
10% of the value of the Fund's total assets, the guarantee is considered a
separate security and is treated as an issue of the guarantor. Investments in
municipal obligations refunded with escrowed U.S. government securities will be
treated as investments in U.S. government securities for purposes of determining
the Fund's compliance with the 1940 Act diversification requirements.
Repurchase Agreements
Repurchase agreements are instruments 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. A 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 a Fund to
invest temporarily available cash on a short-term basis. Generally, repurchase
agreements are of short duration often less than one week but on occasion for
longer periods. A 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 obligation. Should an issuer
of a repurchase agreement fail to repurchase the underlying security, the loss
to a Fund, if any, would be the difference between the repurchase price and the
market value of the security. In addition, should such an issuer default, the
Manager believes that, barring extraordinary circumstances, the Fund will be
entitled to sell the underlying securities or otherwise receive adequate
protection for its interest in such securities, although there could be a delay
in recovery. A Fund considers the creditworthiness of the bank or dealer from
whom it purchases repurchase agreements. A Fund will monitor such transactions
to assure that the value of the underlying securities subject to repurchase
agreements is at least equal to the repurchase price. The underlying securities
will be limited to those described above.
National High-Yield Fund may enter into repurchase agreements with respect
to not more than 10% of its total assets (taken at current value), except when
investing for defensive purposes during times of adverse market conditions.
National High-Yield Fund may enter into repurchase agreements with respect to
any securities which it may acquire consistent with its investment policies and
restrictions.
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A Fund will limit its investments in repurchase agreements to those which
the Manager, under the guidelines of the Board of Trustees, determines to
present minimal credit risks and which are of high quality. In addition, a Fund
must have collateral of at least 102% of the repurchase price, including the
portion representing a Fund's yield under such agreements which is monitored on
a daily basis. Such collateral is held by the Custodian in book entry form. Such
agreements may be considered loans under the 1940 Act, but a Fund considers
repurchase agreements contracts for the purchase and sale of securities, and it
seeks to perfect a security interest in the collateral securities so that it has
the right to keep and dispose of the underlying collateral in the event of
default.
The funds in the Delaware Investments family have obtained an exemption
from the joint-transaction prohibitions of Section 17(d) of the 1940 Act to
allow certain Delaware Investments funds jointly to invest cash balances. A Fund
may invest cash balances in a joint repurchase agreement in accordance with the
terms of the exemptive order and subject generally to the conditions described
above.
Reverse Repurchase Agreements
National High-Yield Fund may engage in "reverse repurchase agreements" with
banks and securities dealers with respect to not more than 10% of its total
assets. Reverse repurchase agreements are ordinary repurchase agreements in
which the Fund is the seller of, rather than the investor in, securities and
agrees to repurchase them at an agreed upon time and price. Use of a reverse
repurchase agreement may be preferable to a regular sale and later repurchase of
the securities because it avoids certain market risks and transaction costs.
Because certain of the incidents of ownership of the security are retained by
the Fund, reverse repurchase agreements are considered a form of borrowing by
the Fund from the buyer, collateralized by the security. At the time the Fund
enters into a reverse repurchase agreement, cash or liquid securities having a
value sufficient to make payments for the securities to be repurchased will be
segregated, and will be marked to market daily and maintained throughout the
period of the obligation. Reverse repurchase agreements may be used as a means
of borrowing for investment purposes subject to the 10% limitation set forth
above. This speculative technique is referred to as leveraging. Leveraging may
exaggerate the effect on net asset value of any increase or decrease in the
market value of the Fund's portfolio. Money borrowed for leveraging will be
subject to interest costs which may or may not be recovered by income from or
appreciation of the securities purchased. Because the Fund does not currently
intend to utilize reverse repurchase agreements in excess of 10% of total
assets, the Fund believes the risks of leveraging due to use of reverse
repurchase agreements to principal are reduced. The Manager believes that the
limited use of leverage may facilitate the Fund's ability to provide high
current income.
Advance Refunded Bonds
Escrow secured bonds or defeased bonds are created when an issuer refunds
in advance of maturity (or pre-refunds) an outstanding bond issue which is not
immediately callable, and it becomes necessary or desirable to set aside funds
for redemption of the bonds at a future date. In an advance refunding, the
issuer will use the proceeds of a new bond issue to purchase high grade interest
bearing debt securities which are then deposited in an irrevocable escrow
account held by a trustee bank to secure all future payments of principal and
interest of the advance refunded bond. Escrow secured bonds will often receive a
rating of triple A from S&P and Moody's.
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Forward Commitments
New issues of Municipal Obligations and other securities are often
purchased on a "when issued" or delayed delivery basis, with delivery and
payment for the securities normally taking place 15 to 45 days after the date of
the transaction. The payment obligation and the interest rate that will be
received on the securities are each fixed at the time the buyer enters into the
commitment. Each Fund may enter into such "forward commitments" if it holds, and
maintains until the settlement date in a segregated account, cash or liquid
securities in an amount sufficient to meet the purchase price. There is no
percentage limitation on a Fund's total assets which may be invested in forward
commitments. Municipal Obligations purchased on a when-issued basis and the
securities held in the Fund's portfolio are subject to changes in value (both
generally changing in the same way, i.e., appreciating when interest rates
decline and depreciating when interest rates rise) based upon the public's
perception of the creditworthiness of the issuer and changes, real or
anticipated, in the level of interest rates. Municipal Obligations purchased on
a when-issued basis may expose the Fund to risk because they may experience such
fluctuations prior to their actual delivery. Purchasing Municipal Obligations on
a when-issued basis can involve the additional risk that the yield available in
the market when the delivery takes place actually may be higher than that
obtained in the transaction itself. Any significant commitment by a Fund to the
purchase of securities on a when-issued basis may increase the volatility of the
Fund's net asset value. Although a Fund will generally enter into forward
commitments with the intention of acquiring securities for its portfolio, it may
dispose of a commitment prior to settlement if the Fund's Manager deems it
appropriate to do so. A Fund may realize short-term profits or losses upon the
sale of forward commitments.
Illiquid Securities
USA, Insured and Intermediate Funds may invest up to 10% and National
High-Yield Fund may invest up to 15% of its net assets in illiquid securities. A
security is considered illiquid if it cannot be sold in the ordinary course of
business within seven days at approximately the price at which it is valued.
Illiquid securities may offer a higher yield than securities that are more
readily marketable, but they may not always be marketable on advantageous terms.
The sale of illiquid securities often requires more time and results in
higher brokerage charges or dealer discounts than does the sale of securities
eligible for trading on national securities exchanges or in the over-the-counter
markets. The Fund may be restricted in its ability to sell such securities at a
time when the Manager deems it advisable to do so. In addition, in order to meet
redemption requests, the Fund may have to sell other assets, rather than such
illiquid securities, at a time that is not advantageous.
Certain securities in which a Fund may invest, including municipal lease
obligations, certain restricted securities and commercial paper issued pursuant
to the private placement exemption of Section 4(2) of the Securities Act of 1933
(the "1933 Act"), historically have been considered illiquid by the staff of the
SEC. In accordance with more recent staff positions, however, the Fund will
treat such securities as liquid and not subject to the above percentage
limitation when they have been determined to be liquid by the Fund's investment
adviser subject to the oversight of and pursuant to procedures adopted by the
Fund's Board of Trustees.
Inverse Floaters
Intermediate Fund and National High-Yield Fund may invest in inverse
floaters. USA Fund and Insured Fund may invest in inverse floaters to the extent
that investments in these securities, when combined with futures contracts and
options on such futures contracts and below investment grade securities, do not
exceed 20% of a Fund's total assets. Inverse floaters are instruments with
floating or variable interest rates that move in the opposite direction, usually
at an accelerated speed, to short-term interest rates or interest rate indices.
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Private Purpose Bonds
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 nongovernment activities, and could
include some types of industrial revenue bonds such as privately-owned sports
and convention facilities. The Act also makes the tax-exempt status of certain
bonds depend on the issuer's compliance with specific requirements after the
bonds are issued.
Each Fund intends to seek to achieve a high level of tax-exempt income.
However, if a Fund invests in newly-issued private purpose bonds, a portion of
that Fund's distributions would be subject to the federal alternative minimum
tax. National High-Yield Fund may invest up to 100% and each of the other Funds
may invest up to 20% of its assets in bonds the income from which is subject to
the federal alternative minimum tax.
Rule 144A Securities
Each Fund may invest in restricted securities, including securities
eligible for resale without registration pursuant to Rule 144A ("Rule 144A
Securities") under the 1933 Act, as discussed more fully below.
Rule 144A permits many privately placed and legally restricted securities
to be freely traded among certain institutional buyers such as a Fund. 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 a Fund's 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, a Fund's holdings
of illiquid securities exceed the Fund's limit on investments in such
securities, the Manager will determine what action to take to ensure that each
Fund continues to adhere to such limitation.
Zero Coupon Bonds
The Funds may invest in zero coupon bonds. Zero coupon bonds are debt
obligations which do not entitle the holder to any periodic payments of interest
prior to maturity or a specified date when the securities begin paying current
interest, and therefore are issued and traded at a discount from their face
amounts or par value.
The market prices of zero coupon securities are generally more volatile
than the market prices of securities that pay interest periodically and are
likely to respond to changes in interest rates to a greater degree than do
non-zero coupon securities having similar maturities and credit quality. Current
federal income tax law requires that a holder of a taxable zero coupon security
report as income each year the portion of the original issue discount of such
security that accrues that year, even though the holder receives no cash
payments of interest during the year. Each Fund has qualified as a regulated
investment company under the Internal Revenue Code. Accordingly, during periods
when a Fund receives no interest payments on its zero coupon securities, it will
be required, in order to maintain its desired tax treatment, to distribute cash
approximating the income attributable to such securities. Such distribution may
require the sale of portfolio securities to meet the distribution requirements
and such sales may be subject to the risk factor discussed above.
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Options and Futures
To the extent indicated below, the Funds may utilize put and call
transactions and may utilize futures transactions to hedge against market risk
and facilitate portfolio management. Options and futures may be used to attempt
to protect against possible declines in the market value of a Fund's portfolio
resulting from downward trends in the debt securities markets (generally due to
a rise in interest rates), to protect the Fund's unrealized gains in the value
of its portfolio securities, to facilitate the sale of such securities for
investment purposes, to manage the effective maturity or duration of the Fund's
portfolio or to establish a position in the securities markets as a temporary
substitute for purchasing particular securities. The use of options and futures
is a function of market conditions. Other transactions may be used by the Fund
in the future for hedging purposes as they are developed to the extent deemed
appropriate by the appropriate Board of Trustees.
Options on Securities
To the extent indicated below, Intermediate Fund and National High-Yield
Fund may write (i.e., sell) covered put and call options and purchase call
options on the securities in which it may invest and on indices of securities in
which it may invest, to the extent such put and call options are available.
National High-Yield Fund may also purchase put options on indices of securities
in which it may invest, to the extent such put options are available.
A put option gives the buyer of such option, upon payment of a premium, the
right to deliver a specified amount of a security to the writer of the option on
or before a fixed date at a predetermined price. A call option gives the
purchaser of the option, upon payment of a premium, the right to call upon the
writer to deliver a specified amount of a security on or before a fixed date, at
a predetermined price.
In purchasing a call option, the Fund would be in a position to realize a
gain if, during the option period, the price of the security increased by an
amount in excess of the premium paid. It would realize a loss if the price of
the security declined or remained the same or did not increase during the period
by more than the amount of the premium. In purchasing a put option, the Fund
would be in a position to realize a gain if, during the option period, the price
of the security declined by an amount in excess of the premium paid. It would
realize a loss if the price of the security increased or remained the same or
did not decrease during that period by more than the amount of the premium. If a
put or call option purchased by the Fund were permitted to expire without being
sold or exercised, its premium would be lost by the Fund. The Intermediate Fund
may also purchase (i) call options to the extent that premiums paid for such
options do not exceed 2% of the Fund's total assets and (ii) put options to the
extent that premiums paid for such options do not exceed 2% of the Fund's total
assets.
If a put option written by the Fund were exercised, the Fund would be
obligated to purchase the underlying security at the exercise price. If a call
option written by the Fund were exercised, the Fund would be obligated to sell
the underlying security at the exercise price. The risk involved in writing a
put option is that there could be a decrease in the market value of the
underlying security caused by rising interest rates or other factors. If this
occurred, the option could be exercised and the underlying security would then
be sold to the Fund at a higher price than its current market value. The risk
involved in writing a call option is that there could be an increase in the
market value of the underlying security caused by declining interest rates or
other factors. If this occurred, the option could be exercised and the
underlying security would then be sold by the Fund at a lower price than its
current market value. These risks could be reduced by entering into a closing
transaction. The Fund retains the premium received from writing a put or call
option whether or not the option is exercised.
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The Funds may engage in listed options transactions on the various national
securities exchanges or in the over-the-counter market. Over-the-counter options
are purchased or written by the Fund in privately negotiated transactions. Such
options are illiquid, and it may not be possible for the Fund to dispose of an
option it has purchased or terminate its obligations under an option it has
written at a time when the Manager believes it would be advantageous to do so.
Over-the-counter options are subject to the Funds' illiquid investment
limitation.
Participation in the options market involves investment risks and
transaction costs to which the Fund would not be subject absent the use of this
strategy. If the Manager's predictions of movements in the direction of the
securities and interest rate markets are inaccurate, the adverse consequences to
the Fund may leave the Fund in a worse position than if such strategy was not
used. Risks inherent in the use of options include (a) dependence on the
Manager's ability to predict correctly movements in the direction of interest
rates and security prices; (b) imperfect correlation between the price of
options and movements in the prices of the securities being hedged; (c) the fact
that the skills needed to use these strategies are different from those needed
to select portfolio securities; (d) the possible absence of a liquid secondary
market for any particular instrument at any time; and (e) the possible need to
defer closing out certain hedged positions to avoid adverse tax consequences.
Futures Contracts and Options on Futures Contracts
The Funds may enter into contracts for the purchase or sale for future
delivery of securities or, with respect to the National High-Yield Fund,
contracts based on financial indices including any index of securities in which
the Fund may invest ("futures contracts") and may purchase and write put and
call options to buy or sell futures contracts ("options on futures contracts").
USA Fund and Insured Fund may invest in futures contracts and options on such
futures contracts to the extent that investments in these securities, when
combined with inverse floaters and below investment grade securities, do not
exceed 20% of a Fund's total assets. A "sale" of a futures contract means the
acquisition of a contractual obligation to deliver the securities called for by
the contract at a specified price on a specified date. The purchaser of a
futures contract on an index agrees to take or make delivery of an amount of
cash equal to the difference between a specified dollar multiple of the value of
the index on the expiration date of the contract ("current contract value") and
the price at which the contract was originally struck. Options on futures
contracts to be written or purchased by a Fund will be traded on or subject to
the rules of the particular futures exchange designated by the Commodity Futures
Trading Commission ("CFTC"). The successful use of such instruments draws upon
the Manager's experience with respect to such instruments and usually depends
upon the Manager's ability to forecast interest rate movements correctly. Should
interest rates move in an unexpected manner, the Fund may not achieve the
anticipated benefits of futures contracts or options on futures contracts or may
realize losses and would thus be in a worse position than if such strategies had
not been used. In addition, the correlation between movements in the price of
futures contracts or options on futures contracts and movements in the prices of
the securities hedged or used for cover will not be perfect.
A Fund's use of financial futures and options thereon will in all cases be
consistent with applicable regulatory requirements. To the extent required to
comply with applicable SEC releases and staff positions, when purchasing a
futures contract or writing a put option, the Fund will maintain in a segregated
account cash or liquid securities equal to the value of such contracts, less any
margin on deposit. In addition, the rules and regulations of the CFTC currently
require that, in order to avoid "commodity pool operator" status, the Fund must
use futures and options positions (a) for "bona fide hedging purposes" (as
defined in the regulations) or (b) for other purposes so long as aggregate
initial margins and premiums required in connection with non-hedging positions
do not exceed 5% of the liquidation value of the Fund's portfolio. There are no
other numerical limits on the Fund's use of futures contracts and options on
futures contracts.
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Portfolio Loan Transactions
Intermediate Fund may loan up to 25% of its assets to qualified
broker/dealers or institutional investors for their use relating to short sales
or other security transactions.
It is the understanding of the Manager that the staff of the Securities and
Exchange Commission (the "SEC" or the "Commission") permits portfolio lending by
registered investment companies if certain conditions are met. These conditions
are as follows: 1) each transaction must have 100% collateral in the form of
cash, U.S. Treasury Bills and Notes, or irrevocable letters of credit payable by
banks acceptable to the Fund from the borrower; 2) this collateral must be
valued daily and should the market value of the loaned securities increase, the
borrower must furnish additional collateral to the Fund; 3) the Fund must be
able to terminate the loan after notice, at any time; 4) the Fund must receive
reasonable interest on any loan, and any dividends, interest or other
distributions on the lent securities, and any increase in the market value of
such securities; 5) the Fund may pay reasonable custodian fees in connection
with the loan; and 6) the voting rights on the lent securities may pass to the
borrower; however, if the Trustees know that a material event will occur
affecting an investment loan, they must either terminate the loan in order to
vote the proxy or enter into an alternative arrangement with the borrower to
enable the trustees to vote the proxy.
The major risk to which a Fund would be exposed on a loan transaction is
the risk that the borrower would go bankrupt at a time when the value of the
security goes up. Therefore, the Funds will only enter into loan arrangements
after a review of all pertinent facts by the Manager, under the supervision of
the Board of Trustees, including the creditworthiness of the borrowing broker,
dealer or institution and then only if the consideration to be received from
such loans would justify the risk. Creditworthiness will be monitored on an
ongoing basis by the Manager.
The ratings of S&P, Moody's and other rating services represent their
opinion as to the quality of the money market instruments 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.
Variable or Floating Rate Demand Notes
The Funds may purchase "floating-rate" and "variable-rate" obligations.
Variable or floating rate demand notes ("VRDNs") are tax-exempt obligations
which contain a floating or variable interest rate adjustment formula and an
unconditional right of demand to receive payment of the unpaid principal balance
plus accrued interest upon a short notice period (generally up to 30 days) prior
to specified dates, either from the issuer or by drawing on a bank letter of
credit, a guarantee or insurance issued with respect to such instrument. The
interest rates are adjustable at intervals ranging from daily to up to six
months to some prevailing market rate for similar investments, such adjustment
formula being calculated to maintain the market value of the VRDN at
approximately the par value of the VRDN upon the adjustment date. The
adjustments are typically based upon the price rate of a bank or some other
appropriate interest rate adjustment index. The Manager will decide which
variable or floating rate demand instruments a Fund will purchase in accordance
with procedures prescribed by the Board of Trustees to minimize credit risks.
Any VRDN must be of high quality as determined by the Manager and subject to
review by the Board of Trustees, with respect to both its long-term and
short-term aspects, except where credit support for the instrument is provided
even in the event of default on the underlying security, the Fund may rely only
on the high quality character of the short-term aspect of the demand instrument,
i.e., the demand feature. A VRDN which is unrated must have high quality
characteristics similar to those rated in accordance with policies and
guidelines determined by the Board of Trustees. If the quality of any VRDN falls
below the quality level required by the Board of Trustees and any applicable
rules adopted by the SEC, a Fund must dispose of the instrument within a
reasonable period of time by exercising the demand feature or by selling the
VRDN in the secondary market, whichever is believed by the Manager to be in the
best interests of the Fund and its shareholders.
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Variable and floating rate notes for which no readily available market
exists will be purchased in an amount which, together with securities with legal
or contractual restrictions on resale or for which no readily available market
exists (including repurchase agreements providing for settlement more than seven
days after notice), exceed 10% of National High-Yield Fund's total assets only
if such notes are subject to a demand feature that will permit the Fund to
demand payment of the principal within seven days after demand by the Fund. If
not rated, such instruments must be found by the Manager under guidelines
established by the Fund's Board of Trustees, to be of comparable quality to
instruments that are rated high quality. A rating may be relied upon only if it
is provided by a nationally recognized statistical rating organization that is
not affiliated with the issuer or guarantor of the instruments.
Concentration Policy
National High-Yield Fund may not invest more than 25% of its total assets
in the securities of any industry, although, for purposes of this limitation,
tax-exempt securities and U.S. government obligations are not considered to be
part of any industry. The Fund may invest more than 25% of its total assets in
industrial development revenue bonds. In addition, it is possible that the Fund
from time to time will invest more than 25% of its total assets in a particular
segment of the municipal bond market, such as housing, health care, utility,
transportation, education or industrial obligations. In such circumstances,
economic, business, political or other changes affecting one bond (such as
proposed legislation affecting the financing of a project; shortages or price
increases of needed materials; or a declining market or need for the project)
might also affect other bonds in the same segment, thereby potentially
increasing market or credit risk.
Housing Obligations. The Fund may invest, from time to time, more than 25%
of its total assets in obligations of public bodies, including state and
municipal housing authorities, issued to finance the purchase of single-family
mortgage loans or the construction of multifamily housing projects. Economic and
political developments, including fluctuations in interest rates, increasing
construction and operating costs and reductions in federal housing subsidy
programs, may adversely impact on revenues of housing authorities. Furthermore,
adverse economic conditions may result in an increasing rate of default of
mortgagors on the underlying mortgage loans. In the case of some housing
authorities, inability to obtain additional financing also could reduce revenues
available to pay existing obligations. Single-family mortgage revenue bonds are
subject to extraordinary mandatory redemption at par at any time in whole or in
part from the proceeds derived from prepayments of underlying mortgage loans and
also from the unused proceeds of the issue within a stated period which may be
within a year from the date of issue.
Health Care Obligations. The Fund may invest, from time to time, more than
25% of its total assets in obligations issued by public bodies, including state
and municipal authorities, to finance hospital or health care facilities or
equipment. The ability of any health care entity or hospital to make payments in
amounts sufficient to pay maturing principal and interest obligations is
generally subject to, among other things, the capabilities of its management,
the confidence of physicians in management, the availability of physicians and
trained support staff, changes in the population or economic condition of the
service area, the level of and restrictions on federal funding of Medicare and
federal and state funding of Medicaid, the demand for services, competition,
rates, government regulations and licensing requirements and future economic and
other conditions, including any future health care reform.
Utility Obligations. The Fund may invest, from time to time, more than 25%
of its total assets in obligations issued by public bodies, including state and
municipal utility authorities, to finance the operation or expansion of
utilities. Various future economic and other conditions may adversely impact
utility entities, including inflation, increases in financing requirements,
increases in raw material costs and other operating costs, changes in the demand
for services and the effects of environmental and other governmental
regulations.
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Transportation Obligations. The Fund may invest, from time to time, more
than 25% of its total assets in obligations issued by public bodies, including
state and municipal authorities, to finance airports and highway, bridge and
toll road facilities. The major portion of an airport's gross operating income
is generally derived from fees received from signatory airlines pursuant to use
agreements which consist of annual payments for airport use, occupancy of
certain terminal space, service fees and leases. Airport operating income may
therefore be affected by the ability of the airlines to meet their obligations
under the use agreements. The air transport industry is experiencing significant
variations in earnings and traffic, due to increased competition, excess
capacity, increased costs, deregulation, traffic constraints and other factors,
and several airlines are experiencing severe financial difficulties. The
revenues of issuers which derive their payments from bridge, road or tunnel toll
revenues could be adversely affected by competition from toll-free vehicular
bridges and roads and alternative modes of transportation. Such revenues could
also be adversely affected by a reduction in the availability of fuel to
motorists or significant increases in the costs thereof.
Education Obligations. The Fund may invest, from time to time, more than
25% of its total assets in obligations of issuers which are, or which govern the
operation of, schools, colleges and universities and whose revenues are derived
mainly from tuition, dormitory revenues, grants and endowments. General problems
of such issuers include the prospect of a declining percentage of the population
consisting of college aged individuals, possible inability to raise tuition and
fees sufficiently to cover increased operating costs, the uncertainty of
continued receipt of federal grants, state funding and alumni support, and
government legislation or regulations which may adversely affect the revenues or
costs of such issuers.
Industrial Revenue Obligations. The Fund may invest, from time to time,
more than 25% of its total assets in obligations issued by public bodies,
including state and municipal authorities, to finance the cost of acquiring,
constructing or improving various industrial projects. These projects are
usually operated by corporate entities. Issuers are obligated only to pay
amounts due on the bonds to the extent that funds are available from the
unexpended proceeds of the bonds or receipts or revenues of the issuer under an
arrangement between the issuer and the corporate operator of a project. The
arrangement may be in the form of a lease, installment sale agreement,
conditional sale agreement or loan agreement, but in each case the payments of
the issuer are designed to be sufficient to meet the payments of amounts due on
the bonds. Regardless of the structure, payment of bonds is solely dependent
upon the creditworthiness of the corporate operator of the project and, if
applicable, the corporate guarantor. Corporate operators or guarantors may be
affected by many factors which may have an adverse impact on the credit quality
of the particular company or industry. These include cyclicality of revenues and
earnings, regulatory and environmental restrictions, litigation resulting from
accidents or deterioration resulting from leveraged buy-outs or takeovers. The
bonds may be subject to special or extraordinary redemption provisions which may
provide for redemption at par or accredited value, plus, if applicable, a
premium.
Other Risks. The exclusion from gross income for purposes of federal income
taxes for certain housing, health care, utility, transportation, education and
industrial revenue bonds depends on compliance with relevant provisions of the
Code. The failure to comply with these provisions could cause the interest on
the bonds to become includable in gross income, possibly retroactively to the
date of issuance, thereby reducing the value of the bonds, subjecting
shareholders to unanticipated tax liabilities and possibly requiring the Fund to
sell the bonds at the reduced value. Furthermore, such a failure to meet these
ongoing requirements may not enable the holder to accelerate payment of the bond
or require the issuer to redeem the bond.
Concentration
In applying a Fund's policy on concentration: (i) utility companies will be
divided according to their services, for example, gas, gas transmission,
electric and telephone will each be considered a separate industry; (ii)
financial service companies will be classified according to the end users of
their services, for example, automobile finance, bank finance and diversified
finance will each be considered a separate industry; and (iii) asset backed
securities will be classified according to the underlying assets securing such
securities.
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Investment Restrictions
Fundamental Restrictions - Tax-Free Fund and Voyageur Mutual Funds have
adopted the following restrictions and fundamental policies which are applied to
each Fund except as noted. Fundamental restrictions cannot be changed without
approval by the holders of a majority of the outstanding voting securities of a
Fund, which is the lesser of more than 50% of the outstanding voting securities,
or 67% of the voting securities present at a shareholder meeting if 50% or more
of the voting securities are present in person or represented by proxy of a Fund
which proposes to change its fundamental policy.
Each Fund may not:
1. Make investments that will result in the concentration (as that term may
be defined in the 1940 Act, any rule or order thereunder, or 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 tax-exempt obligations or
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 Securities Act of 1933.
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.
Non-Fundamental Restrictions - In addition to the fundamental policies and
investment restrictions described above, and the various general investment
policies described in the Prospectus, each 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. A 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, a 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. A 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 valued the
investment.
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The following are additional non-fundamental investment restrictions.
The following non-fundamental investment restrictions apply to USA Fund,
Insured Fund and Intermediate Fund. Restrictions 4, 6 and 8 listed below apply
only to USA Fund and Insured Fund.
A Fund may not:
1. Invest more than 20% of its assets in securities whose interest is
subject to federal income tax.
2. Borrow money in excess of 10% of the value of its assets and then only
as a temporary measure for extraordinary purposes. Any borrowing will be done
from a bank and to the extent that such borrowing exceeds 5% of the value of a
Fund's assets, asset coverage of at least 300% is required. In the event that
such asset coverage shall at any time fall below 300%, the Fund shall, within
three days thereafter (not including Sunday or holidays) or such longer period
as the SEC may prescribe by rules and regulations, reduce the amount of its
borrowings to such an extent that the asset coverage of such borrowings shall be
at least 300%. A Fund will not issue senior securities as defined in the 1940
Act, except for notes to banks. (The issuance of three series of shares is not
deemed to be the issuance of senior securities so long as such series comply
with the appropriate provisions of the 1940 Act.) Investment securities will not
normally be purchased while there is an outstanding borrowing.
3. Sell securities short.
4. Write or purchase put or call options.
5. Underwrite the securities of other issuers, except that a Fund may
participate as part of a group in bidding for the purchase of municipal bonds
directly from an issuer for its own portfolio in order to take advantage of the
lower purchase price available to members of such a group; nor invest more than
10% of the value of a Fund's net assets in illiquid assets.
6. Purchase or sell commodities or commodity contracts.
7. Purchase or sell real estate, but this shall not prevent a Fund from
investing in municipal bonds secured by real estate or interests therein.
8. Make loans to other persons except through the use of repurchase
agreements or the purchase of commercial paper. For these purposes, the purchase
of a portion of debt securities which is part of an issue to the public shall
not be considered the making of a loan.
9. With respect to 50% of the value of its assets, invest more than 5% of
its assets in the securities of any one issuer or invest in more than 10% of the
outstanding voting securities of any one issuer, except that U.S. government and
government agency securities backed by the U.S. government, or its agencies or
instrumentalities may be purchased without limitation. For the purpose of this
limitation, the Funds will regard each state and political subdivision, agency
or instrumentality of a state and each multistate agency of which a state is a
member as a separate issuer.
10. Invest in companies for the purpose of exercising control.
11. Invest in securities of other investment companies, except as they are
acquired as part of a merger, consolidation or acquisition of assets.
12. Invest more than 25% of its total assets in any particular industry or
industries, except that a Fund may invest more than 25% of the value of its
total assets in municipal bonds and in obligations issued or guaranteed by the
U.S. government, its agencies or instrumentalities.
20
<PAGE>
Tax-Free Fund has also adopted an additional restriction applicable only to
Insured Fund.
Insured Fund will not:
13. Invest more than 20% of its assets in securities (other than U.S.
government securities, securities of agencies of the U.S. government and
securities backed by the U.S. government or its agencies or instrumentalities)
which are not covered by insurance guaranteeing the payment, when due, of
interest on and the principal of such securities, except for defensive purposes.
Tax-Free Fund also has determined that, from time to time, more than 10% of
a Fund's assets may be invested in municipal bonds insured as to principal and
interest by a single insurance company. Tax-Free Fund believes such investments
are consistent with the foregoing restrictions.
If a percentage restriction is adhered to at the time of investment, a
later increase or decrease in percentage resulting from a change in value of net
assets will not result in a violation of the restrictions.
Although not a fundamental investment restriction, the Funds currently do
not invest their assets in real estate limited partnerships or oil, gas and
other mineral leases.
The following non-fundamental investment restrictions apply to National
High-Yield Fund.
National High-Yield Fund will not:
(1) Borrow money (provided that the Fund may enter into reverse repurchase
agreements with respect to not more than 10% of its total assets), except from
banks for temporary or emergency purposes in an amount not exceeding 20% of the
value of the Fund's total assets, including the amount borrowed. The Fund may
not borrow for leverage purposes, provided that the Fund may enter into reverse
repurchase agreements for such purposes, and securities will not be purchased
while outstanding borrowings exceed 5% of the value of the Fund's total assets.
(2) Underwrite securities issued by other persons except to the extent
that, in connection with the disposition of portfolio investments, the Fund may
be deemed to be an underwriter under federal securities laws.
(3) Purchase or sell real estate, although it may purchase securities which
are secured by or represent interests in real estate.
(4) Make loans, except by purchase of debt obligations in which the Fund
may invest consistent with its investment policies, and through repurchase
agreements.
(5) Invest 25% or more if its total assets in the securities of any
industry, although, for purposes of this limitation, tax-exempt securities and
U.S. government obligations are not considered to be part of any industry.
(6) Issue any senior securities (as defined in the 1940 Act), except as set
forth in investment restriction number (1) above, and except to the extent that
using options, futures contracts and options on futures contracts, purchasing or
selling on a when-issued or forward commitment basis or using similar investment
strategies may be deemed to constitute issuing a senior security.
(7) Purchase or sell commodities or futures or options contracts with
respect to physical commodities. This restriction shall not restrict the Fund
from purchasing or selling, on a basis consistent with any restrictions
contained in its then-current prospectus, any financial contracts or instruments
which may be deemed commodities (including, by way of example and not by way of
limitation, options, futures, and options on futures with respect, in each case,
to interest rates, currencies, stock indices, bond indices or interest rate
indices).
21
<PAGE>
(8) Invest more than 5% of its total assets in securities of any single
investment company, nor more than 10% of its total assets in securities of two
or more investment companies, except as part of a merger, consolidation or
acquisition of assets.
(9) Buy or sell oil, gas or other mineral leases, rights or royalty
contracts.
(10) Write puts if, as a result, more than 50% of the Fund's assets would
be required to be segregated to cover such puts.
(11) Make short sales of securities or maintain a short position for the
account of the Fund, unless at all times when a short position is open it owns
an equal amount of such securities or owns securities which, without payment of
any further consideration, are convertible into or exchangeable for securities
of the same issue as, and equal in amount to, the securities sold short.
Except for the Fund's policy with respect to borrowing, any investment
restriction or limitation which involves a maximum percentage of securities or
assets shall not be considered to be violated unless an excess over the
percentage occurs immediately after an acquisition of securities or a
utilization of assets and such excess results therefrom.
INSURANCE
The Manager anticipates that substantially all of the insured Tax-Exempt
Obligations in Insured Fund's investment portfolio will be covered by either
Primary Insurance or Secondary Market Insurance. However, as a non-fundamental
policy, Insured Fund must obtain Portfolio Insurance on all Tax-Exempt
Obligations requiring insurance that are not covered by either Primary Insurance
or Secondary Market Insurance. Both Primary Insurance and Secondary Market
Insurance are non-cancelable and continue in force so long as the insured
security is outstanding and the respective insurer remains in business. Premiums
for Portfolio Insurance, if any, would be paid from Fund assets and would reduce
the current yield on its investment portfolio by the amount of such premiums.
Because Portfolio Insurance coverage terminates upon the sale of an insured
security from the Fund's portfolio, such insurance does not have an effect on
the resale value of the security. Therefore, unless the Fund elects to purchase
Secondary Market Insurance with respect to such securities or such securities
are already covered by Primary Insurance, it generally will retain any such
securities insured by Portfolio Insurance which are in default or in significant
risk of default, and will place a value on the insurance equal to the difference
between the market value of the defaulted security and the market value of
similar securities which are not in default.
Insured Fund is authorized to obtain Portfolio Insurance from insurers that
have obtained a claims-paying ability rating of "AAA" from S&P or "Aaa" (or a
short-term rating of "MIG-1") from Moody's, including AMBAC Indemnity
Corporation ("AMBAC"), Municipal Bond Investors Assurance Corporation ("MBIA"),
Financial Guaranty Insurance Company ("FGIC") and Financial Security Assurance,
Inc. ("FSA").
A Moody's insurance claims-paying ability rating is an opinion of the
ability of an insurance company to repay punctually senior policyholder
obligations and claims. An insurer with an insurance claims-paying ability
rating of Aaa is adjudged by Moody's to be of the best quality. In the opinion
of Moody's, the policy obligations of an insurance company with an insurance
claims-paying ability rating of Aaa carry the smallest degree of credit risk
and, while the financial strength of these companies is likely to change, such
changes as can be visualized are most unlikely to impair the company's
fundamentally strong position. An S&P insurance claims-paying ability rating is
an assessment of an operating insurance company's financial capacity to meet
obligations under an insurance policy in accordance with its terms. An insurer
with an insurance claims-paying ability rating of AAA has the highest rating
assigned by S&P.
22
<PAGE>
The capacity of an insurer so rated to honor insurance contracts is adjudged by
S&P to be extremely strong and highly likely to remain so over a long period of
time.
An insurance claims-paying ability rating by Moody's or S&P does not
constitute an opinion on any specific insurance contract in that such an opinion
can only be rendered upon the review of the specific insurance contract.
Furthermore, an insurance claims-paying ability rating does not take into
account deductibles, surrender or cancellation penalties or the timeliness of
payment; nor does it address the ability of a company to meet non-policy
obligations (i.e., debt contracts).
The assignment of ratings by Moody's or S&P to debt issues that are fully
or partially supported by insurance policies, contracts or guarantees is a
separate process from the determination of insurance claims-paying ability
ratings. The likelihood of a timely flow of funds from the insurer to the
trustee for the bondholders is a likely element in the rating determination for
such debt issues.
Each of AMBAC, MBIA, FGIC, and FSA has an insurance claims-paying ability
rating of Aaa from Moody's and AAA from S&P.
AMBAC has received a letter ruling from the Internal Revenue Service which
holds in effect that insurance proceeds representing maturing interest on
defaulted municipal obligations paid by AMBAC to municipal bond funds
substantially similar to the Insured Fund, under policy provisions substantially
identical to those contained in its municipal bond insurance policy, will
excludable from federal gross income under Section 103(a) of the Code.
As of December 31, 1998, AMBAC's total equity capital (GAAP) was
$2,096,090,000, up 11.94% from December 31, 1997 and as of December 31, 1999,
AMBAC's total equity capital (GAAP) was $2,018,450,000, down 3.70% from December
31, 1998. For the six months ended June 30, 2000, total equity capital (GAAP)
amounted to $2,230,100,000 (unaudited).
As of December 31, 1998, MBIA had total equity capital (GAAP) of
$3,792,200,000, up 12.81% from December 31, 1997 and as of December 31, 1999,
MBIA had total equity capital (GAAP) of $3,513,100,000 down 7.35% from December
31, 1998. For the six months ended June 30, 2000, total equity capital (GAAP)
amounted to $3,716,844,000 (unaudited).
As of December 31, 1998, FGIC's total equity capital (GAAP) amounted to
$2,071,718,000, up 6.08% from December 31, 1997 and as of December 31, 1999,
FGIC's total equity capital (GAAP) amounted to $2,039,100,000 up 1.56% from
December 31, 1998. For the six months ended June 30, 2000, total equity capital
(GAAP) amounted to $2,096,400,000 (unaudited).
As of December 31, 1998, FSA's total equity capital (GAAP) was
1,065,436,000, up 21.73% from December 31, 1997 and as of December 31, 1999,
FSA's total equity capital (GAAP) was $1,251,984,000, up 17.51% from December
31, 1998. For the six months ended June 30, 2000, total equity capital (GAAP)
was $1,308,846,000 (unaudited).
23
<PAGE>
PERFORMANCE INFORMATION
From time to time, each Fund may state total return for its Classes in
advertisements and other types of literature. Any statement of total return
performance data for a Class will be accompanied by information on the average
annual compounded rate of return for that Class over, as relevant, the most
recent one-, five- and ten-year (or life of fund, if applicable) periods. Each
Fund may also advertise aggregate and average total return information for its
Classes over additional periods of time.
The average annual total rate of return for a 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 from which,
in the case of only Class A Shares, the maximum front-end
sales charge is deducted;
T = average annual total return;
n = number of years;
ERV = redeemable value of the hypothetical $1,000 purchase at the
end of the period after the deduction of the applicable CDSC,
if any, with respect to Class B Shares and Class C Shares.
In presenting performance information for Class A Shares, the Limited CDSC
applicable to only certain redemptions of those shares will not be deducted from
any computation of total return. See the Prospectus for a description of the
Limited CDSC and the limited instances in which it applies. All references to a
CDSC in this Performance Information section will apply to Class B Shares or
Class C Shares.
Total return performance for each Class of the Funds will be computed by
adding all reinvested income and realized securities profits distributions plus
the change in net asset value during a specific period and dividing by the
offering price at the beginning of the period. It will not reflect any income
taxes payable by shareholders on the reinvested distributions included in the
calculation. Because securities prices fluctuate, past performance should not be
considered as a representative of the results which may be realized from an
investment in each Fund in the future.
Aggregate or cumulative total return is calculated in a similar manner,
except that the results are not annualized. Each calculation assumes the maximum
front-end sales charge, if any, is deducted from the initial $1,000 investment
at the time it is made and that all distributions are reinvested at net asset
value, and with respect to Class B Shares and Class C Shares, reflects the
deduction of the CDSC that would be applicable upon complete redemption of such
shares. In addition, each Fund may present total return information that does
not reflect the deduction of the maximum front-end sales charge or any
applicable CDSC.
24
<PAGE>
The performance of each Class of the Funds, as shown below, is the average
annual total return quotation through August 31, 2000, computed as described
above. The average annual total return for Class A Shares at offer reflects the
maximum front-end sales charge of 3.75% with respect to USA Fund Class A Shares,
Insured Fund Class A Shares and National High-Yield Fund Class A Shares and
2.75% with respect to Intermediate Fund Class A Shares paid on the purchase of
shares. The average annual total return for Class A Shares at net asset value
(NAV) does not reflect the payment of any front-end sales charge. The average
annual total return for Class B and C Shares including deferred sales charge
reflects the deduction of the applicable CDSC that would be paid if the shares
were redeemed at August 31, 2000. The average annual total return for Class B
and C Shares excluding deferred sales charge assumes the shares were not
redeemed at August 31, 2000 and therefore does not reflect the deduction of a
CDSC.
Securities prices fluctuated during the periods covered and past results
should not be considered as representative of future performance.
Average Annual Total Return
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Class A Class A Class B Class B Class C Class C
(at offer)(5) (at NAV) (including CDSC)(6) (excluding CDSC) (including CDSC) (excluding CDSC)
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
USA Fund(1)
------------------------------------------------------------------------------------------------------------------------------------
1 year ended 8/31/00 1.20% 5.11% 0.29% 4.27% 3.28% 4.27%
------------------------------------------------------------------------------------------------------------------------------------
3 years ended 8/31/00 1.98% 3.30% 1.59% 2.48% 2.48% 2.48%
------------------------------------------------------------------------------------------------------------------------------------
5 years ended 8/31/00 3.11% 3.90% 2.76% 3.08% N/A N/A
------------------------------------------------------------------------------------------------------------------------------------
10 years ended 8/31/00 5.85% 6.25% N/A N/A N/A N/A
------------------------------------------------------------------------------------------------------------------------------------
15 years ended 8/31/00 7.27% 7.54% N/A N/A N/A N/A
------------------------------------------------------------------------------------------------------------------------------------
Life of Fund 7.99% 8.24% 3.58% 3.58% 2.68% 2.68%
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Insured Fund(2)
------------------------------------------------------------------------------------------------------------------------------------
1 year ended 8/31/00 1.57% 5.50% 0.66% 4.66% 3.66% 4.66%
------------------------------------------------------------------------------------------------------------------------------------
3 years ended 8/31/00 2.48% 3.79% 2.07% 2.96% 2.96% 2.96%
------------------------------------------------------------------------------------------------------------------------------------
5 years ended 8/31/00 3.85% 4.65% 3.49% 3.82% N/A N/A
------------------------------------------------------------------------------------------------------------------------------------
10 years ended 8/31/00 5.65% 6.06% N/A N/A N/A N/A
------------------------------------------------------------------------------------------------------------------------------------
15 years ended 8/31/00 6.87% 7.14% N/A N/A N/A N/A
------------------------------------------------------------------------------------------------------------------------------------
Life of Fund 6.89% 7.15% 4.18% 4.18% 3.36% 3.36%
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Intermediate Fund (3)(7)
------------------------------------------------------------------------------------------------------------------------------------
1 year ended 8/31/00 2.78% 5.69% 2.80% 4.80% 3.80% 4.80%
------------------------------------------------------------------------------------------------------------------------------------
3 years ended 8/31/00 3.41% 4.39% 3.20% 3.51% 3.51% 3.51%
------------------------------------------------------------------------------------------------------------------------------------
5 years ended 8/31/00 4.28% 4.85% 3.97% 3.97% N/A N/A
------------------------------------------------------------------------------------------------------------------------------------
Life of Fund 5.16% 5.55% 4.37% 4.37% 3.79% 3.79%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
25
<PAGE>
Average Annual Total Return
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Class A Class A Class B Class B Class C Class C
(at offer)(5) (at NAV) (including CDSC)(6) (excluding CDSC) (including CDSC) (excluding CDSC)
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
National High-
Yield Fund (4)(7)
------------------------------------------------------------------------------------------------------------------------------------
1 year ended 8/31/00 -1.95% 1.85% -2.75% 1.10% 0.12% 1.08%
------------------------------------------------------------------------------------------------------------------------------------
3 years ended 8/31/00 2.65% 3.95% 2.35% 3.24% 3.23% 3.23%
------------------------------------------------------------------------------------------------------------------------------------
5 years ended 8/31/00 5.07% 5.89% N/A N/A N/A N/A
------------------------------------------------------------------------------------------------------------------------------------
10 years ended 8/31/00 6.83% 7.24% N/A N/A N/A N/A
------------------------------------------------------------------------------------------------------------------------------------
Life of Fund 6.90% 7.19% 3.55% 4.25% 3.87% 3.87%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
26
<PAGE>
(1) Commencement of operations for the Classes of USA Fund are as follows:
Class A--January 11, 1984
Class B--May 2, 1994
Class C--November 29, 1995
(2) Commencement of operations for the Classes of Insured Fund are as follows:
Class A--March 25, 1985
Class B--May 2, 1994
Class C--November 29, 1995
(3) Commencement of operations for the Classes of Intermediate Fund are as
follows:
Class A--January 7, 1993
Class B--May 2, 1994
Class C--November 29, 1995
(4) Commencement of operations for the Classes of National High-Yield Fund
are as follows:
Class A--September 22, 1986
Class B--December 18, 1996
Class C--May 26, 1997
(5) Effective June 9, 1997, the maximum front-end sales charge for Class A of
USA and Insured Funds was reduced from 4.75% to 3.75%. The above
performance numbers are calculated using 3.75% as the applicable sales
charge for all time periods. Effective June 9, 1997, the maximum front-end
sales charge of Intermediate Fund was reduced from 3.00% to 2.75%. The
above performance numbers are calculated using 2.75% as the applicable
sales charge for all time periods. The performance numbers are more
favorable than they would have been had they been calculated using the
former front-end sales charges.
(6) Beginning June 9, 1997, the CDSC schedule for Class B of National
High-Yield Fund changed as follows: (i) 4% if shares are redeemed within
two years of purchase; (ii) 3% if shares are redeemed during the third or
fourth year following purchase; (iii) 2% if shares are redeemed during the
fifth year following purchase; (iv) 1% if shares are redeemed during the
sixth year following purchase; and (v) 0% thereafter. The above figures
have been calculated using this new schedule.
(7) Reflects expense caps in effect during the period.
27
<PAGE>
Each Fund may also quote the current yield of each of its Classes in
advertisements and investor communications.
The yield computation is determined by dividing the net investment income
per share earned during the period by the maximum offering price per share on
the last day of the period and annualizing the resulting figure, according to
the following formula:
a-b 6
YIELD = 2[(-------- + 1) - 1]
cd
Where: a = dividends and interest earned during the period;
b = expenses accrued for the period (net of reimbursements);
c = the average daily number of shares outstanding during the period
that were entitled to receive dividends; and
d = the maximum offering price per share on the last day of the
period.
The above formula will be used in calculating quotations of yield for each
Class of the Funds, based on specified 30-day periods identified in advertising
by the Funds. Yield calculations assume the maximum front-end sales charge, if
any, and do not reflect the deduction of any contingent deferred sales charge.
Actual yield on Class A Shares may be affected by variations in front-end sales
charges on investments. Past performance, such as is reflected in quoted yields,
should not be considered as a representation of the results which may be
realized from an investment in any Class in the future. The yields shown below
for Intermediate Fund and National High-Yield Fund reflect voluntary waiver and
payment of expenses. See Investment Management Agreements. For the 30-day period
ended August 31, 2000, the yield of each Class was as follows:
<TABLE>
<CAPTION>
Class A Shares Class B Shares Class C Shares
-------------- -------------- --------------
<S> <C> <C> <C>
USA Fund 4.99% 4.39% 4.39%
Insured Fund 4.30% 3.67% 3.67%
Intermediate Fund 4.47% 3.75% 3.75%
National High-Yield Fund 5.21% 4.65% 4.65%
</TABLE>
The Fund may also publish a tax-equivalent yield for a Class based on
federal and, if applicable, state tax rates, which demonstrates the taxable
yield necessary to produce an after-tax yield equivalent to the Class' yield.
For the 30-day period ended August 31, 2000, the tax-equivalent yields (assuming
a federal income tax rate of 31%) of each Class were as follows:
<TABLE>
<CAPTION>
Class A Shares Class B Shares Class C Shares
-------------- -------------- --------------
<S> <C> <C> <C>
USA Fund 7.23% 6.36% 6.36%
Insured Fund 6.23% 5.32% 5.32%
Intermediate Fund 6.48% 5.43% 5.43%
National High-Yield Fund 7.55% 6.74% 6.74%
</TABLE>
28
<PAGE>
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, a Fund may advertise a
tax-equivalent yield assuming other income tax rates, when applicable.
Investors should note that the income earned and dividends paid by a
Fund will vary with the fluctuation of interest rates and performance of the
portfolio. The net asset value of a Fund may change. Unlike money market funds,
each Fund invests in longer-term securities that fluctuate in value and do so in
a manner inversely correlated with changing interest rates. Each Fund's net
asset value will tend to rise when interest rates fall. Conversely, each Fund's
net asset values will tend to fall as interest rates rise. Normally,
fluctuations in interest rates have a greater effect on the prices of
longer-term bonds. The value of the securities held in a Fund will vary from day
to day and investors should consider the volatility of a Fund's net asset values
as well as the yield before making a decision to invest.
The average weighted portfolio maturity at August 31, 2000 was 22.82
years for USA Fund, 24.96 years for Insured Fund, 13.34 years for Intermediate
Fund and 18.88 years for National High-Yield Fund.
From time to time, the Fund may also 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 and 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 of the Fund (or Fund Class) may be compared to data prepared by
Lipper Analytical Services, Inc., Morningstar, Inc. or to the performance of
unmanaged indices compiled or maintained by statistical research firms such as
Lehman Brothers or Salomon Brothers, Inc.
Lipper Analytical Services, Inc. maintains statistical performance
databases, as reported by a diverse universe of independently-managed mutual
funds. Morningstar, Inc. is a mutual fund rating service that rates mutual funds
on the basis of risk-adjusted performance. 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 sales charge or other 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 Funds
may invest and the assumptions that were used in calculating the blended
performance will be described.
The Funds may also promote each Class' yield and/or total return
performance and use comparative performance information computed by and
available from certain industry and general market research and publications,
such as Lipper Analytical Services, Inc., IBC/Donoghue's Money Market Report and
Morningstar, Inc.
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.
29
<PAGE>
The performance of multiple indices compiled and maintained by
statistical research firms, such as Morgan Stanley, Salomon Brothers and Lehman
Brothers, 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 Funds may invest and the assumptions that were used in
calculating the blended performance will be described.
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 Funds 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 Funds. The Funds may also compare performance to that of other
compilations or indices that may be developed and made available in the future.
The Funds 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 Funds (such as value investing, market timing,
dollar cost averaging, asset allocation, constant ratio transfer, automatic
account rebalancing, the advantages and disadvantages of investing in
tax-deferred and taxable investments, or global or international 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 a 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 Funds. In addition, selected indices may be used to illustrate
historic performance of selected asset classes. The Funds 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 Funds. 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 Funds 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 Funds and may
illustrate how to find the listings of the Funds in newspapers and periodicals.
Materials may also include discussions of other funds, products, and services.
The Funds may quote various measures of volatility and benchmark
correlation in advertising. In addition, the Funds 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 Funds may advertise its current interest rate sensitivity,
duration, weighted average maturity or similar maturity characteristics.
Advertisements and sales materials relating to the Funds may include information
regarding the background and experience of its portfolio managers.
30
<PAGE>
The following tables present examples, for purposes of illustration
only, of cumulative total return performance for each Class through August 31,
2000. For these purposes, the calculations assume the reinvestment of any
capital gains distributions and income dividends paid during the indicated
periods. The performance does not reflect any income taxes, if applicable,
payable by shareholders on the reinvested distributions included in the
calculations. The performance of Class A Shares reflects the maximum front-end
sales charge paid on the purchase of shares but may also be shown without
reflecting the impact of any front-end sales charge. The performance of Class B
Shares and Class C Shares is calculated both with the applicable CDSC included
and excluded. Past performance is not a guarantee of future results. Performance
shown for short periods of time may not be representative of longer term
results.
Cumulative Total Return
<TABLE>
<CAPTION>
Class B Class B Class C Class C
Class A Class A (including (excluding (including (excluding
(at offer)(5) (at NAV) CDSC)(6) CDSC) CDSC) CDSC)
------------------------------------------------------------------------------------------------
USA Fund(1)
----------
<S> <C> <C> <C> <C> <C> <C>
3 months ended 8/31/00 1.47% 5.46% 1.25% 5.25% 4.25% 5.25%
6 months ended 8/31/00 2.42% 6.43% 2.01% 6.01% 5.01% 6.01%
9 months ended 8/31/00 1.73% 5.73% 1.10% 5.10% 4.10% 5.10%
1 year ended 8/31/00 1.20% 5.11% 0.29% 4.27% 3.28% 4.27%
3 years ended 8/31/00 6.06% 10.23% 4.84% 7.62% 7.62% 7.62%
5 years ended 8/31/00 16.55% 21.08% 14.56% 16.36% N/A N/A
10 years ended 8/31/00 76.52% 83.38% N/A N/A N/A N/A
15 years ended 8/31/00 186.44% 197.65% N/A N/A N/A N/A
Life of Fund 259.32% 273.25% 24.98% 24.98% 13.43% 13.43%
Insured Fund(2)
3 months ended 8/31/00 1.54% 5.51% 1.30% 5.30% 4.30% 5.30%
6 months ended 8/31/00 2.33% 6.32% 1.89% 5.89% 4.89% 5.89%
9 months ended 8/31/00 2.20% 6.23% 1.59% 5.59% 4.59% 5.59%
1 year ended 8/31/00 1.57% 5.50% 0.66% 4.66% 3.66% 4.66%
3 years ended 8/31/00 7.62% 11.80% 6.34% 9.16% 9.16% 9.16%
5 years ended 8/31/00 20.81% 25.50% 18.72% 20.60% N/A N/A
10 years ended 8/31/00 73.25% 80.05% N/A N/A N/A N/A
15 years ended 8/31/00 170.83% 181.35% N/A N/A N/A N/A
Life of Fund 179.63% 190.48% 29.62% 29.62% 17.04% 17.04%
</TABLE>
31
<PAGE>
Cumulative Total Return
<TABLE>
<CAPTION>
Class B Class B Class C Class C
Class A Class A (including (excluding (including (excluding
(at offer)(5) (at NAV) CDSC)(6) CDSC) CDSC) CDSC)
------------------------------------------------------------------------------------------------
Intermediate Fund(3)(7)
-----------------------
<S> <C> <C> <C> <C> <C> <C>
3 months ended 8/31/00 1.31% 4.12% 1.90% 3.90% 2.90% 3.90%
6 months ended 8/31/00 2.54% 5.39% 2.95% 4.95% 3.95% 4.95%
9 months ended 8/31/00 2.47% 5.38% 2.71% 4.71% 3.71% 4.71%
1 year ended 8/31/00 2.78% 5.69% 2.80% 4.80% 3.80% 4.80%
3 years ended 8/31/00 10.60% 13.77% 9.92% 10.91% 10.91% 10.91%
5 years ended 8/31/00 23.29% 26.73% 21.47% 21.47% N/A N/A
Life of Fund 46.99% 51.11% 31.14% 31.14% 19.37% 19.37%
National High- Yield Fund (4)(7)
--------------------------------
3 months ended 8/31/00 0.73% 4.70% 0.60% 4.60% 3.48% 4.48%
6 months ended 8/31/00 1.29% 5.24% 0.95% 4.95% 3.83% 4.83%
9 months ended 8/31/00 -0.50% 3.37% -1.17% 2.79% 1.78% 2.77%
1 year ended 8/31/00 -1.95% 1.85% -2.75% 1.10% 0.12% 1.08%
3 years ended 8/31/00 8.15% 12.33% 7.22% 10.05% 10.02% 10.02%
5 years ended 8/31/00 28.08% 33.11% N/A N/A N/A N/A
10 years ended 8/31/00 93.68% 101.26% N/A N/A N/A N/A
Life of Fund 153.37% 163.13% 13.80% 16.68% 13.19% 13.19%
</TABLE>
(1) Commencement of operations for the Classes of USA Fund are as follows:
Class A--January 11, 1984
Class B--May 2, 1994
Class C--November 29, 1995
(2) Commencement of operations for the Classes of Insured Fund
are as follows:
Class A--March 25, 1985
Class B--May 2, 1994
Class C--November 29, 1995
(3) Commencement of operations for the Classes of Intermediate Fund
are as follows:
Class A--January 7, 1993
Class B--May 2, 1994
Class C--November 29, 1995
(4) Commencement of operations for the Classes of National High-Yield Fund
are as follows:
Class A--September 22, 1986
Class B--December 18, 1996
Class C--May 26, 1997
(5) Effective June 9, 1997, the maximum front-end sales charge for Class A
of USA and Insured Funds was reduced from 4.75% to 3.75%. The above
performance numbers are calculated using 3.75% as the applicable sales
charge for all time periods. Effective June 9, 1997, the maximum
front-end sales charge of Intermediate Fund was reduced from 3.00% to
2.75%. The above performance numbers are calculated using 2.75% as the
applicable sales charge for all time periods. The performance numbers
are more favorable than they would have been had they been calculated
using the former front-end sales charges.
(6) Beginning June 9, 1997, the CDSC schedule for Class B of National
High-Yield Fund changed as follows: (i) 4% if shares are redeemed
within two years of purchase; (ii) 3% if shares are redeemed during the
third or fourth year following purchase; (iii) 2% if shares are
redeemed during the fifth year following purchase; (iv) 1% if shares
are redeemed during the sixth year following purchase; and (v) 0%
thereafter. The above figures have been calculated using this new
schedule.
(7) Reflects expense caps in effect during the period.
32
<PAGE>
Because every investor's goals and risk threshold are different, the
Distributor, as distributor for Tax-Free Fund and Voyageur Mutual Funds and
other mutual funds in 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 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 Manager's overriding investment philosophy and how that philosophy impacts
the Funds', and other Delaware Investments funds', investment disciplines
employed in seeking the objectives of each Fund and other funds in the Delaware
Investments family. The Distributor may also from time to time cite general or
specific information about the institutional clients of the Manager's
affiliates, including the number of such clients serviced by such affiliates.
Dollar-Cost Averaging
For many people, deciding when to invest can be a difficult decision.
Security prices tend to move up and down over various market cycles and logic
says to invest when prices are low. However, 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, 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. You also should consider your financial ability to
continue to purchase shares during periods of low fund share prices. Delaware
Investments offers three services -- Automatic Investing Plan, Direct Deposit
Purchase Plan and the Wealth Builder Option -- that can help to keep your
regular investment program on track. See Investing by Electronic Fund Transfer -
Direct Deposit Purchase Plan and Automatic Investing Plan under Investment Plans
and Wealth Builder Option under Investment Plans for a complete description of
these services, including restrictions or limitations.
33
<PAGE>
The example below illustrates how dollar-cost averaging can work. In a
fluctuating market, the average cost per share over a period of time will be
lower than the average price per share for the same time period.
<TABLE>
<CAPTION>
Number
Investment Price Per of Shares
Amount Share Purchased
<S> <C> <C> <C>
Month 1 $100 $10.00 10
Month 2 $100 $12.50 8
Month 3 $100 $5.00 10
Month 4 $100 $10.00 20
----------------------------------------------------------------------------------------
$400 $37.50 48
</TABLE>
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 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. Each Fund may include illustrations showing the power
of compounding in advertisements and other types of literature.
TRADING PRACTICES AND BROKERAGE
Banks, brokers or dealers are selected to execute transactions on
behalf of a Fund for the purchase or sale of portfolio securities on the basis
of the Manager's judgment of their professional capability to provide the
service. The primary consideration is to have banks, brokers or dealers 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. In nearly all instances, trades are made on a
net basis where a 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. 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, a Fund pays a minimal share transaction cost when the transaction
presents no difficulty.
During the past three fiscal years, no brokerage commissions were paid
by any Fund.
34
<PAGE>
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.
During the fiscal year ended August 31, 2000, there were no portfolio
transactions in the Funds resulting in brokerage commissions directed to brokers
for brokerage and research services.
As provided in the Securities Exchange Act of 1934 (the "1934 Act") and
the Investment Management Agreement for each Fund, 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 Funds believe 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 Funds 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 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 Board of
Trustees that the advantages of combined orders outweigh the possible
disadvantages of separate transactions.
Consistent with the Conduct Rules of the NASD, and subject to seeking
best execution, the Manager 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 such funds as a factor in the selection of
brokers and dealers to execute Fund portfolio transactions.
35
<PAGE>
Portfolio Turnover
It is generally anticipated that each Fund's (except Intermediate
Fund's) portfolio turnover rate will be less than 100%. Intermediate Fund's
portfolio turnover may exceed 100%. A turnover rate of 100% would occur, for
example, if all the investments in a Fund's portfolio at the beginning of the
year were replaced by the end of the year. High turnover rate can result in
increased transaction costs for a Fund and tax liability for its investors. A
Fund will not attempt to achieve or be limited to a predetermined rate of
portfolio turnover for a Fund, such a turnover always being incidental to
transactions undertaken with a view to achieving each Fund's investment
objective in relation to anticipated movements in the general level of interest
rates.
In investing for liberal current income, a Fund may hold securities
for any period of time, subject to complying with the Internal Revenue Code (the
"Code") and the 1940 Act, when changes in circumstances or conditions make such
a move desirable in light of the investment objective. To that extent, the Fund
may realize gains or losses. See Taxes. The turnover rate also may be affected
by cash requirements for redemptions and repurchases of Fund shares.
The portfolio turnover rate of each Fund is calculated by dividing the
lesser of purchases or sales of portfolio securities for the particular fiscal
year by the monthly average of the value of the portfolio securities owned by
the Fund during the particular fiscal year, exclusive of securities whose
maturities at the time of acquisition are one year or less.
During the past two fiscal years, the portfolio turnover rates of the
Funds were as follows:
August 31,
2000 1999
---- ----
USA Fund 76% 59%
Insured Fund 117% 48%
Intermediate Fund 199% 109%
National High-Yield Fund 61% 33%
PURCHASING SHARES
The Distributor serves as the national distributor for each Fund's
shares and has agreed to use its best efforts to sell shares of each Fund. See
the Prospectus for additional information on how to invest. Shares of each Fund
are offered on a continuous basis and may be purchased through authorized
investment dealers or directly by contacting a Fund or the Distributor.
The minimum initial investment generally is $1,000 for each Class of
each Fund. Subsequent purchases of such Classes generally must be at least $100.
The initial and subsequent minimum investments for Class A Shares will be waived
for purchases by officers, trustees and employees of any Delaware Investments
fund, 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.
36
<PAGE>
Each purchase of Class B Shares is subject to a maximum purchase
limitation of $250,000. For Class C Shares, each purchase must be in an amount
that is less than $1,000,000. A Fund will reject any purchase order of more than
$250,000 of Class B Shares and $1,000,000 or more for Class C Shares. An
investor may exceed these limitations by making cumulative purchases over a
period of time. An investor should keep in mind, however, that reduced front-end
sales charges apply to investments of $100,000 or more of Class A Shares, and
that Class A Shares are subject to lower annual 12b-1 Plan expenses than Class B
Shares and Class C Shares and generally are not subject to a CDSC.
Selling dealers are responsible for transmitting orders promptly. A
Fund reserves the right to reject any order for the purchase of a Fund's shares
if in the opinion of management such rejection is in such Fund's best interest.
If a purchase is canceled because your check is returned unpaid, you are
responsible for any loss incurred. A 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. Each 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.
Each 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, and no CDSC
will apply to such assessments.
Each 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 without the imposition of a
CDSC or Limited CDSC if he or she redeems any portion of his or her account.
The NASD has adopted amendments to its Conduct Rules relating to
investment company sales charges. Each Fund and the Distributor intend to
operate in compliance with these rules.
Class A Shares of USA Fund, Insured Fund and National High-Yield Fund
are purchased at the offering price which reflects a maximum front-end sales
charge of 3.75%. Shares of Intermediate Fund A Class are also purchased at the
offering price which reflects a maximum front-end sales charge of 2.75%.
However, lower sales charges apply for larger purchases. See the table in the
Prospectus. Class A Shares are also subject to 12b-1 annual Plan expenses for
the life of the investment.
Class B Shares of USA Fund, Insured Fund and National High-Yield Fund
are purchased at net asset value and are subject to a CDSC of: (i) 4% if shares
are redeemed within two years of purchase; (ii) 3% if shares are redeemed during
the third or fourth year following purchase; (iii) 2% if shares are redeemed
during the fifth year following purchase; (iv) 1% if shares are redeemed during
the sixth year following purchase; and (v) 0% thereafter. Class B Shares of USA
Fund, Insured Fund, and National High-Yield Fund are also subject to annual
12b-1 Plan expenses which are higher than those to which Class A Shares are
subject and are assessed against Class B Shares for approximately eight years
after purchase. Class B Shares of Intermediate Fund are purchased at net asset
value and are subject to a CDSC of: (i) 2% if shares are redeemed within two
years of purchase; and (ii) 1% if shares are redeemed during the third year
following purchase. Such shares are also subject to annual 12b-1 Plan expenses
which are higher than those to which Class A Shares are subject and are assessed
against Class B Shares for approximately five years after purchase. See
Automatic Conversion of Class B Shares, below.
37
<PAGE>
Class C Shares of each Fund are purchased at net asset value and are
subject to a CDSC of 1% if shares are redeemed within 12 months following
purchase. Class C Shares are also subject to annual 12b-1 Plan expenses for the
life of the investment which are equal to those to which Class B Shares are
subject.
See Plans under Rule 12b-1 under Purchasing Shares and Determining
Offering Price and Net Asset Value in this Part B.
Certificates representing shares purchased are not ordinarily issued,
in the case of Class A Shares, unless a shareholder submits a specific request.
Certificates are not issued in the case of Class B Shares or Class C Shares.
However, purchases not involving the issuance of certificates are confirmed to
the investor and 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 that is permitted to obtain a certificate 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 a 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 a Fund for further
information. Investors who hold certificates representing any of their shares
may only redeem those shares by written request. The investor's certificate(s)
must accompany such request.
Alternative Purchase Arrangements - Class A, Class B and Class C Shares
The alternative purchase arrangements of Class A, Class B and Class C
Shares permit investors to choose the method of purchasing shares that is most
suitable for their needs given the amount of their purchase, the length of time
they expect to hold their shares and other relevant circumstances. Investors
should determine whether, given their particular circumstances, it is more
advantageous to purchase Class A Shares and incur a front-end sales charge and
annual 12b-1 Plan expenses of up to a maximum of 0.30% of the average daily net
assets of Class A Shares of USA Fund, Insured Fund and Intermediate Fund
(currently, no more than 0.15% of the average daily net assets of Intermediate
Fund A Class) or 0.25% of the average daily net assets of Class A Shares of
National High-Yield Fund, or to purchase either Class B Shares or Class C Shares
and have the entire initial purchase amount invested in a Fund with the
investment thereafter subject to a CDSC and 12b-1 annual expenses.
The higher 12b-1 Plan expenses on Class B Shares and Class C Shares
will be offset to the extent a return is realized on the additional money
initially invested upon the purchase of such shares. However, there can be no
assurance as to the return, if any, that will be realized on such additional
money. In addition, the effect of any return earned on such additional money
will diminish over time. In comparing Class B Shares to Class C Shares,
investors should also consider the duration of the annual 12b-1 Plan expenses to
which each of the classes is subject and the desirability of an automatic
conversion feature, which is available only for Class B Shares.
For the distribution and related services provided to, and the expenses
borne on behalf of, the Funds, the Distributor and others will be paid, in the
case of Class A Shares, from the proceeds of the front-end sales charge and
12b-1 Plan fees and, in the case of Class B Shares and Class C Shares, from the
proceeds of the 12b-1 Plan fees and, if applicable, the CDSC incurred upon
redemption. Financial advisers may receive different compensation for selling
Class A Shares, Class B Shares and Class C Shares. Investors should understand
that the purpose and function of the respective 12b-1 Plans and the CDSCs
applicable to Class B Shares and Class C Shares are the same as those of the
12b-1 Plan and the front-end sales charge applicable to Class A Shares in that
such fees and charges are used to finance the distribution of the respective
Classes. See Plans Under Rule 12b-1.
Dividends, if any, paid on Class A Shares, Class B Shares and Class C
Shares will be calculated in the same manner, at the same time and on the same
day and will be in the same amount, except that the additional amount of 12b-1
Plan expenses relating to Class B Shares and Class C Shares will be borne
exclusively by such shares. See Determining Offering Price and Net Asset Value.
38
<PAGE>
Class A Shares
Purchases of $100,000 or more of Class A Shares at the offering price
carry reduced front-end sales charges as shown in the table in the Prospectus,
and may include a series of purchases over a 13-month period under a Letter of
Intention signed by the purchaser. See Special Purchase Features - Class A
Shares, below for more information on ways in which investors can avail
themselves of reduced front-end sales charges and other purchase features.
From time to time, upon written notice to all of its dealers, the
Distributor may hold special promotions for specified periods during which the
Distributor may reallow to dealers up to the full amount of the front-end sales
charge. In addition, certain dealers who enter into an agreement to provide
extra training and information on Delaware Investments products and services and
who increase sales of Delaware Investments funds may receive an additional
commission of up to 0.15% of the offering price in connection with the sales of
Class A Shares. Such dealers must meet certain requirements in terms of
organization and distribution capabilities and their ability to increase sales.
The Distributor should be contacted for further information on these
requirements as well as the basis and circumstances upon which the additional
commission will be paid. Participating dealers may be deemed to have additional
responsibilities under the securities laws.
Dealer's Commission
As described in the Prospectus, for initial purchases of Class A Shares
of $1,000,000 or more, a dealer's commission may be paid by the Distributor to
financial advisers through whom such purchases are effected.
For accounts with assets over $1 million, the dealer commission resets
annually to the highest incremental commission rate on the anniversary of the
first purchase. In determining a financial adviser's eligibility for the
dealer's commission, purchases of Class A Shares of other Delaware Investments
funds as to which a Limited CDSC applies (see Contingent Deferred Sales Charge
for Certain Redemptions of Class A Shares Purchased at Net Asset Value under
Redemption and Exchange) may be aggregated with those of the Class A Shares of a
Fund. Financial advisers also may be eligible for a dealer's commission in
connection with certain purchases made under a Letter of Intention or pursuant
to an investor's Right of Accumulation. Financial advisers should contact the
Distributor concerning the applicability and calculation of the dealer's
commission in the case of combined purchases.
An exchange from other Delaware Investments funds will not qualify for
payment of the dealer's commission, unless a dealer's commission or similar
payment has not been previously paid on the assets being exchanged. The schedule
and program for payment of the dealer's commission are subject to change or
termination at any time by the Distributor at its discretion.
Contingent Deferred Sales Charge - Class B Shares and Class C Shares
Class B Shares and Class C Shares are purchased without a front-end
sales charge. Class B Shares redeemed within prescribed periods after purchase
may be subject to a CDSC imposed at the rates and within the time periods set
forth below, and Class C Shares redeemed within 12 months of purchase may be
subject to a CDSC of 1%. CDSCs are charged as a percentage of the dollar amount
subject to the CDSC. The charge will be assessed on an amount equal to the
lesser of the net asset value at the time of purchase of shares being redeemed
or the net asset value of those shares at the time of redemption. No CDSC will
be imposed on increases in net asset value above the initial purchase price, nor
will a CDSC be assessed on redemption of shares acquired through the
reinvestment of dividends or capital gains distributions. For purposes of this
formula, the "net asset value at the time of purchase" will be the net asset
value at purchase of Class B Shares or Class C Shares of a Fund, even if those
shares are later exchanged for shares of another Delaware Investments fund. In
the event of an exchange of the shares, the "net asset value of such shares at
the time of redemption" will be the net asset value of the shares that were
acquired in the exchange. See Waiver of Contingent Deferred Sales Charge - Class
B and Class C Shares under Redemption and Exchange for a list of the instances
in which the CDSC is waived.
39
<PAGE>
During the seventh year after purchase, and thereafter, until converted
automatically into Class A Shares of the corresponding Fund, USA Fund B Class,
Insured Fund B Class and National High-Yield Fund B Class will still be subject
to the annual 12b-1 Plan expenses of up to 1% of the average daily net assets of
the relevant Class B Shares. At the end of approximately eight years after
purchase, the investor's USA Fund B Class, Insured Fund B Class and National
High-Yield Fund B Class will be automatically converted into Class A Shares of
the same Fund. During the fourth year after purchase, and thereafter, until
converted automatically into Class A Shares of Intermediate Fund, Class B Shares
of this Fund will still be subject to annual 12b-1 Plan expenses of up to 1% of
the average daily net assets of those shares. At the end of approximately five
years after purchase, the investor's Class B Shares will be automatically
converted into Class A Shares of Intermediate Fund. See Automatic Conversion of
Class B Shares, below. Investors are reminded that the Class A Shares into which
Class B Shares will convert are subject to ongoing annual 12b-1 Plan expenses.
Such conversion will constitute a tax-free exchange for federal income tax
purposes.
In determining whether a CDSC applies to a redemption of Class B
Shares, it will be assumed that Class B Shares of USA, Insured and National
High-Yield Funds held for more than six years and Class B Shares of Intermediate
Fund held for more than three years are redeemed first, followed by shares
acquired through the reinvestment of dividends or distributions, and finally by
shares held longest during the six-year or three-year period, as applicable.
With respect to Class C Shares, it will be assumed that shares held for more
than 12 months are redeemed first followed by shares acquired through the
reinvestment of dividends or distributions, and finally by shares held for 12
months or less.
All investments made during a calendar month, regardless of what day of
the month the investment occurred, will age one month on the last day of that
month and each subsequent month.
The CDSC is waived on certain redemptions of Class B Shares and Class C
Shares. See Waiver of Contingent Deferred Sales Charge - Class B Shares and
Class C Shares under Redemption and Exchange.
Deferred Sales Charge Alternative - Class B Shares
Class B Shares may be purchased at net asset value without a front-end
sales charge and, as a result, the full amount of the investor's purchase
payment will be invested in Fund shares. The Distributor currently compensates
dealers or brokers for selling Class B Shares of USA, Insured and National
High-Yield Funds at the time of purchase from its own assets in an amount equal
to no more than 4% of the dollar amount purchased. Such payments for Class B
Shares of Intermediate Fund is currently in an amount equal to no more than 2%.
In addition, from time to time, upon written notice to all of its dealers, the
Distributor may hold special promotions for specified periods during which the
Distributor may pay additional compensation to dealers or brokers for selling
Class B Shares at the time of purchase. As discussed below, however, Class B
Shares are subject to annual 12b-1 Plan expenses of up to a maximum of 1% for
approximately eight years after purchase for USA, Insured and National
High-Yield Funds and approximately five years after purchase for Intermediate
Fund and, if Class B Shares of USA, Insured and National High-Yield Funds are
redeemed within six years of purchase and Class B Shares of Intermediate Fund
are redeemed within three years of purchase, a CDSC.
Proceeds from the CDSC and the annual 12b-1 Plan fees, if any, are paid
to the Distributor and others for providing distribution and related services,
and bearing related expenses, in connection with the sale of Class B Shares.
These payments support the compensation paid to dealers or brokers for selling
Class B Shares. Payments to the Distributor and others under the Class B 12b-1
Plan may be in an amount equal to no more than 1% annually. The combination of
the CDSC and the proceeds of the 12b-1 Plan fees makes it possible for a Fund to
sell Class B Shares without deducting a front-end sales charge at the time of
purchase.
Holders of Class B Shares who exercise the exchange privilege described
below will continue to be subject to the CDSC schedule for Class B Shares
described in this Part B, even after the exchange. USA, Insured and National
High-Yield Funds' Class B Shares' CDSC schedule may be higher than the CDSC
schedule for Class B Shares acquired as a result of the exchange. See Redemption
and Exchange.
40
<PAGE>
Automatic Conversion of Class B Shares
Class B Shares of USA, Insured and National High-Yield Funds, other
than shares acquired through reinvestment of dividends, held for eight years
after purchase are eligible for automatic conversion into Class A Shares. Class
B Shares of Intermediate Fund, other than shares acquired through reinvestment
of dividends, held for five years after purchase are eligible for automatic
conversion into Class A Shares. Conversions of Class B Shares into Class A
Shares will occur only four times in any calendar year, on the 18th business day
or next business day of March, June, September and December (each, a "Conversion
Date"). If, as applicable, the eighth or fifth anniversary after a purchase of
Class B Shares falls on a Conversion Date, an investor's Class B Shares will be
converted on that date. If such anniversary occurs between Conversion Dates, an
investor's Class B Shares will be converted on the next Conversion Date after
the anniversary. Consequently, if a shareholder's anniversary falls on the day
after a Conversion Date, that shareholder will have to hold Class B Shares for
as long as three additional months after, as applicable, the eighth or fifth
anniversary of purchase before the shares will automatically convert into Class
A Shares. Investors are reminded that the Class A Shares into which Class B
Shares will convert are subject to ongoing annual 12b-1 Plan expenses to the
maximum limits noted above.
Class B Shares of a fund acquired through a reinvestment of dividends
will convert to the corresponding Class A Shares of that fund (or, in the case
of Delaware Group Cash Reserve, the Delaware Cash Reserve Fund Consultant Class)
pro-rata with Class B Shares of that fund not acquired through dividend
reinvestment.
All such automatic conversions of Class B Shares will constitute
tax-free exchanges for federal income tax purposes.
Level Sales Charge Alternative - Class C Shares
Class C Shares may be purchased at net asset value without a front-end
sales charge and, as a result, the full amount of the investor's purchase
payment will be invested in Fund shares. The Distributor currently compensates
dealers or brokers for selling Class C Shares at the time of purchase from its
own assets in an amount equal to no more than 1% of the dollar amount purchased.
As discussed below, Class C Shares are subject to annual 12b-1 Plan expenses
and, if redeemed within 12 months of purchase, a CDSC.
Proceeds from the CDSC and the annual 12b-1 Plan fees are paid to the
Distributor and others for providing distribution and related services, and
bearing related expenses, in connection with the sale of Class C Shares. These
payments support the compensation paid to dealers or brokers for selling Class C
Shares. Payments to the Distributor and others under the Class C 12b-1 Plan may
be in an amount equal to no more than 1% annually.
Holders of Class C Shares who exercise the exchange privilege described
below will continue to be subject to the CDSC schedule for Class C Shares as
described in this Part B. See Redemption and Exchange.
Plans Under Rule 12b-1
Pursuant to Rule 12b-1 under the 1940 Act, each of the Class A, Class B
and Class C Shares have a separate distribution plan under Rule 12b-1. Each Plan
permits the relevant Fund to pay for certain distribution, promotional and
related expenses involved in the marketing of only the Class of shares to which
the Plan applies.
The Plans permit a Fund, pursuant to its Distribution Agreement, to pay
out of the assets of the respective Class A Shares, Class B Shares and Class C
Shares monthly fees to the Distributor for its services and expenses in
distributing and promoting sales of the shares of such classes. These expenses
include, among other things, preparing and distributing advertisements, sales
literature and 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 agreements with the Distributor.
The Plan expenses relating to Class B Shares and Class C Shares are also used to
pay the Distributor for advancing the commission costs to dealers with respect
to the initial sale of such shares.
41
<PAGE>
In addition, each Fund may make payments out of the assets of Class A,
Class B and Class C Shares directly to other unaffiliated parties, such as
banks, who either aid in the distribution of shares of, or provide services to,
such Classes.
The maximum aggregate fee payable by a Fund under its Plans, and each
Fund's Distribution Agreement, is on an annual basis, up to 0.30% of average
daily net assets of Class A Shares of USA, Insured and Intermediate Funds and
0.25% of average daily net assets of Class A Shares of National High-Yield Fund,
and up to 1% (0.25% of which are service fees to be paid to the Distributor,
dealers or others for providing personal service and/or maintaining shareholder
accounts) of each of the Class B Shares' and Class C Shares' average daily net
assets for the year. The Board of Trustees may reduce these amounts at any time.
The Distributor has agreed to waive the distribution fees of USA, Insured and
Intermediate Funds to the extent such fee for any day exceeds the net investment
income realized by the Classes for such day.
Effective June 1, 1992, Tax-Free Fund's Board of Trustees has
determined that the annual fee, payable on a monthly basis, under the separate
Plans relating to USA Fund A Class and Insured Fund A Class, will be equal to
the sum of: (i) the amount obtained by multiplying 0.30% by the average daily
net assets represented by Class A Shares of the Fund that were acquired by
shareholders on or after June 1, 1992; and (ii) the amount obtained by
multiplying 0.10% by the average daily net assets represented by Class A Shares
of the Fund that were acquired before June 1, 1992. While this is the method for
calculating the 12b-1 expenses to be paid by the USA Fund A Class and Insured
Fund A Class, the fee is a Class A Shares' expense so that all shareholders of
Class A Shares of each such Fund regardless of when they purchased their shares
will bear 12b-1 expenses at the same rate. As Class A Shares of such Funds are
sold on or after June 1, 1992, the initial rate of at least 0.10% will increase
over time. Thus, as the proportion of Class A Shares purchased on or after June
1, 1992 to Class A Shares outstanding prior to June 1, 1992 increases, the
expenses attributable to payments under the Plans will also increase (but will
not exceed 0.30% of average daily net assets). In addition, on September 17,
1992, Tax-Free Fund's Board of Trustees set the fee for Intermediate Fund A
Class at 0.15% of average daily net assets. While this describes the current
basis for calculating the fees which will be payable under the Plans with
respect to USA Fund A Class, Insured Fund A Class and Intermediate Fund A Class,
such Plans permit a full 0.30% on all Class A Shares' assets to be paid at any
time following appropriate Board approval.
All of the distribution expenses incurred by the Distributor and
others, such as broker/dealers, in excess of the amount paid on behalf of Class
A, Class B and Class C Shares would be borne by such persons without any
reimbursement from such Classes. Subject to seeking best execution, a Fund may,
from time to time, buy or sell portfolio securities from or to firms which
receive payments under the Plans.
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 Plans and the Distribution Agreements, as amended, have been
approved by the Board of Trustees of the Funds, including a majority of the
trustees who are not "interested persons" (as defined in the 1940 Act) of the
Funds and who have no direct or indirect financial interest in the Plans, by
vote cast in person at a meeting duly called for the purpose of voting on the
Plans and such Agreements. Continuation of the Plans and the Distribution
Agreements, as amended, must be approved annually by the Board of Trustees in
the same manner as specified above.
42
<PAGE>
Each year, the trustees must determine whether continuation of the
Plans is in the best interest of shareholders of, respectively, Class A Shares,
Class B Shares and Class C Shares of each Fund and that there is a reasonable
likelihood of the Plan relating to a Class providing a benefit to that Class.
The Plans and the Distribution Agreements, as amended, may be terminated with
respect to a Class at any time without penalty by a majority of those trustees
who are not "interested persons" or by a majority vote of the relevant Class'
outstanding voting securities. Any amendment materially increasing the
percentage payable under the Plans must likewise be approved by a majority vote
of the relevant Class' outstanding voting securities, as well as by a majority
vote of those trustees who are not "interested persons." With respect to each
Class A Shares' Plan, any material increase in the maximum percentage payable
thereunder must also be approved by a majority of the outstanding voting
securities of the respective Fund's B Class. Also, any other material amendment
to the Plans must be approved by a majority vote of the trustees including a
majority of the noninterested trustees having no interest in the Plans. In
addition, in order for the Plans to remain effective, the selection and
nomination of trustees who are not "interested persons" of the Funds must be
effected by the trustees who themselves are not "interested persons" and who
have no direct or indirect financial interest in the Plans. Persons authorized
to make payments under the Plans must provide written reports at least quarterly
to the Board of Trustees for their review.
The amount and purpose of 12b-1 plan payments from each Class were as
follows for the fiscal year ended August 31, 2000.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
USA Fund Insured Fund
-----------------------------------------------------------------------------------------------------------------------------------
Class A Class B Class C Class A Class B Class C
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Advertising --- --- --- $15 --- ---
-----------------------------------------------------------------------------------------------------------------------------------
Annual/Semi-Annual Reports $8,048 $286 $37 $1,658 --- $24
-----------------------------------------------------------------------------------------------------------------------------------
Broker Trails $878,450 $76,038 $18,229 $126,140 $11,999 $6,093
-----------------------------------------------------------------------------------------------------------------------------------
Broker Sales Charges --- $96,627 $7,622 --- $12,778 $5,232
-----------------------------------------------------------------------------------------------------------------------------------
Dealer Service Expenses --- --- --- --- --- ---
-----------------------------------------------------------------------------------------------------------------------------------
Interest on Broker Sales Charges --- $113,859 $44 --- $20,392 $174
-----------------------------------------------------------------------------------------------------------------------------------
Commissions to Wholesalers $25,051 $5,728 $9 $5,072 $2,037 $139
-----------------------------------------------------------------------------------------------------------------------------------
Promotional-Broker Meetings --- $257 --- $1,001 --- $21
-----------------------------------------------------------------------------------------------------------------------------------
Promotional-Other --- $575 $49 $1,176 --- ---
-----------------------------------------------------------------------------------------------------------------------------------
Prospectus Printing $2,444 $23 $1 --- --- ---
-----------------------------------------------------------------------------------------------------------------------------------
Telephone --- --- --- --- --- ---
-----------------------------------------------------------------------------------------------------------------------------------
Wholesaler Expenses --- $7,301 $587 --- $177 $191
-----------------------------------------------------------------------------------------------------------------------------------
Other --- --- --- --- --- ---
-----------------------------------------------------------------------------------------------------------------------------------
Total $913,993 $300,694 $26,578 $135,062 $47,383 $11,874
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
43
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Intermediate Fund National High-Yield Fund
-----------------------------------------------------------------------------------------------------------------------------------
Class A Class B Class C Class A Class B Class C
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Advertising --- --- --- --- --- ---
-----------------------------------------------------------------------------------------------------------------------------------
Annual/Semi-Annual Reports --- $35 --- --- $207 ---
-----------------------------------------------------------------------------------------------------------------------------------
Broker Trails $33,073 $3,203 $17,989 $200,541 $51,122 $51,165
-----------------------------------------------------------------------------------------------------------------------------------
Broker Sales Charges --- $13,505 $10,358 --- $61,577 $45,944
-----------------------------------------------------------------------------------------------------------------------------------
Dealer Service Expenses --- --- --- --- --- ---
-----------------------------------------------------------------------------------------------------------------------------------
Interest on Broker Sales Charges --- $1,257 --- --- $79,268 $372
-----------------------------------------------------------------------------------------------------------------------------------
Commissions to Wholesalers $1,590 $1,172 $156 $1,831 $8,414 $136
-----------------------------------------------------------------------------------------------------------------------------------
Promotional-Broker Meetings --- $101 --- --- --- ---
-----------------------------------------------------------------------------------------------------------------------------------
Promotional-Other --- $56 --- --- $453 ---
-----------------------------------------------------------------------------------------------------------------------------------
Prospectus Printing --- $1 --- --- $16 ---
-----------------------------------------------------------------------------------------------------------------------------------
Telephone --- --- --- --- --- ---
-----------------------------------------------------------------------------------------------------------------------------------
Wholesaler Expenses --- $1,760 --- --- $151 ---
-----------------------------------------------------------------------------------------------------------------------------------
Other --- --- --- --- --- ---
-----------------------------------------------------------------------------------------------------------------------------------
Total $34,63 $21,090 $28,503 $202,372 $201,208 $97,617
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
44
<PAGE>
Other Payments to Dealers - Class A, Class B and Class C Shares
From time to time, at the discretion of the Distributor, all registered
broker/dealers whose aggregate sales of the Classes exceed certain limits as set
by the Distributor, may receive from the Distributor an additional payment of up
to 0.25% of the dollar amount of such sales. The Distributor may also provide
additional promotional incentives or payments to dealers that sell shares of
funds in the Delaware Investments family. In some instances, these incentives or
payments may be offered only to certain dealers who maintain, have sold or may
sell certain amounts of shares. The Distributor may also pay a portion of the
expense of preapproved dealer advertisements promoting the sale of Delaware
Investments fund shares.
Special Purchase Features - Class A Shares
Buying Class A Shares at Net Asset Value
Class A Shares may be reinvested without a front-end sales charge under
the Dividend Reinvestment Plan and, under certain circumstances, the Exchange
Privilege and the 12-Month Reinvestment Privilege.
Current and former officers, trustees and employees of each Fund, any
other fund in the Delaware Investments family, the Manager, or any of the
Manager's current affiliates and those that may in the future be created, legal
counsel to the funds and registered representatives, and employees of
broker/dealers who have entered into Dealer's Agreements with the Distributor
may purchase Class A Shares and shares of any of the other funds in the Delaware
Investments family, including any fund that may be created at net asset value.
Family members (regardless of age) of such persons at their direction, and any
employee benefit plan established by any of the foregoing funds, corporations,
counsel or broker/dealers may also purchase Class A Shares at net asset value.
Class A Shares may also be purchased at net asset value by current and former
officers, trustees and employees (and members of their families) of the
Dougherty Financial Group LLC.
Purchases of Class A Shares may also be made by clients of registered
representatives of an authorized investment dealer at net asset value within 12
months after the registered representative changes employment, if the purchase
is funded by proceeds from an investment where a front-end sales charge,
contingent deferred sales charge or other sales charge has been assessed.
Purchases of Class A Shares may also be made at net asset value by bank
employees who provide services in connection with agreements between the bank
and unaffiliated brokers or dealers concerning sales of shares of Delaware
Investments funds. Officers, trustees and key employees of institutional clients
of the Manager or any of its affiliates may purchase Class A Shares at net asset
value. Moreover, purchases may be effected at net asset value for the benefit of
the clients of brokers, dealers and registered investment advisers affiliated
with a broker or dealer, if such broker, dealer or investment adviser has
entered into an agreement with the Distributor providing specifically for the
purchase of Class A Shares in connection with special investment products, such
as wrap accounts or similar fee based programs. Such purchasers are required to
sign a letter stating that the purchase is for investment only and that the
securities may not be resold except to the issuer. Such purchasers may also be
required to sign or deliver such other documents as a Fund may reasonably
require to establish eligibility for purchase at net asset value.
45
<PAGE>
Class A Shares of Intermediate Fund may be purchased at net asset value
by any investor within 90 days after a redemption of shares from a fund outside
of funds in the Delaware Investments family provided that: 1) the redeemed
shares were purchased no more than five years before the proposed purchase of
Class A Shares of a Fund; and 2) a front-end sales charge was paid in connection
with the purchase of the redeemed shares or a contingent-deferred sales charge
was paid upon their redemption.
A Fund must be notified in advance that the trade qualifies for
purchase at net asset value.
Letter of Intention
The reduced front-end sales charges described above with respect to
Class A Shares are also applicable to the aggregate amount of purchases made by
any such purchaser previously enumerated within a 13-month period pursuant to a
written Letter of Intention provided by the Distributor and signed by the
purchaser, and not legally binding on the signer or the Funds which provides for
the holding in escrow by the Transfer Agent, of 5% of the total amount of Class
A Shares intended to be purchased until such purchase is completed within the
13-month period. A Letter of Intention may be dated to include shares purchased
up to 90 days prior to the date the Letter is signed. The 13-month period begins
on the date of the earliest purchase. If the intended investment is not
completed, except as noted below, the purchaser will be asked to pay an amount
equal to the difference between the front-end sales charge on Class A Shares
purchased at the reduced rate and the front-end sales charge otherwise
applicable to the total shares purchased. If such payment is not made within 20
days following the expiration of the 13-month period, the Transfer Agent will
surrender an appropriate number of the escrowed shares for redemption in order
to realize the difference. Those purchasers may include the value (at offering
price at the level designated in their Letter of Intention) of all Classes of
shares of a Fund and of the other mutual funds in Delaware Investments
previously purchased and still held as of the date of their Letter of Intention
toward the completion of such Letter, except as described below. Those
purchasers cannot include shares that did not carry a front-end sales charge,
CDSC or Limited CDSC, unless the purchaser acquired those shares through an
exchange from a Delaware Investments fund that did carry a front-end sales
charge, CDSC or Limited CDSC.
Combined Purchases Privilege
When you determine the availability of the reduced front-end sales
charges on Class A Shares, you can include, subject to the exceptions described
below, the total amount of shares of any Class you own of a Fund and all other
Delaware Investments mutual funds. In addition, if you are an investment
advisory client of the Manager's affiliates you may include assets held in a
stable value account in the total amount. However, you cannot include mutual
fund shares that do not carry a front-end sales charge, CDSC or Limited CDSC,
unless you acquired those shares through an exchange from a Delaware Investments
mutual fund that did carry a front-end sales charge, CDSC or Limited CDSC.
46
<PAGE>
The privilege also extends to all purchases made at one time by an
individual; or an individual, his or her spouse and their children under 21; or
a trustee or other fiduciary of trust estates or fiduciary accounts for the
benefit of such family members (including certain employee benefit programs).
Right of Accumulation
When you determine the availability of the reduced front-end sales
charges on Class A Shares, you can include, subject to the exceptions described
below, the total amount of shares any Class of you own of a Fund and all other
Delaware Investments mutual funds. However, you cannot include mutual fund
shares that do not carry a front-end sales charge, CDSC or Limited CDSC, unless
you acquired those shares through an exchange from a Delaware Investments mutual
fund that did carry a front-end sales charge, CDSC or Limited CDSC. If, for
example, any such purchaser has previously purchased and still holds Class A
Shares and/or shares of any other of the classes described in the previous
sentence with a value of $60,000 and subsequently purchases $40,000 at offering
price of additional shares of Class A Shares, the charge applicable to the
$40,000 purchase would currently be 3.00% for USA, Insured and National
High-Yield Fund and 2.00% for Intermediate Fund. For the purpose of this
calculation, the shares presently held shall be valued at the public offering
price that would have been in effect were the shares purchased simultaneously
with the current purchase. Investors should refer to the table of sales charges
for Class A Shares to determine the applicability of the Right of Accumulation
to their particular circumstances.
12-Month Reinvestment Privilege
Holders of Class A Shares and Class B Shares of a Fund (and of the
Institutional Class holding shares which were acquired through an exchange from
one of the other mutual funds in the Delaware Investments family offered with a
front-end sales charge) who redeem such shares have one year from the date of
redemption to reinvest all or part of their redemption proceeds in the same
Class of the Fund or in the same Class of any of the other funds in the Delaware
Investments family. In the case of Class A Shares, the reinvestment will not be
assessed a front-end sales charge and in the case of Class B Shares, the amount
of the CDSC previously charged on the redemption will be reimbursed by the
Distributor. The reinvestment will be subject to applicable eligibility and
minimum purchase requirements and must be in states where shares of such other
funds may be sold. This reinvestment privilege does not extend to Class A Shares
where the redemption of the shares triggered the payment of a Limited CDSC.
Persons investing redemption proceeds from direct investments in mutual funds in
the Delaware Investments family, offered without a front-end sales charge will
be required to pay the applicable sales charge when purchasing Class A Shares.
The reinvestment privilege does not extend to a redemption of Class C Shares.
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. In the case of
Class B Shares, the time that the previous investment was held will be included
in determining any applicable CDSC due upon redemptions as well as the automatic
conversion into Class A Shares.
A redemption and reinvestment of Class B Shares could have income tax
consequences. Shareholders will receive from the Distributor the amount of the
CDSC paid at the time of redemption as part of the reinvested shares, which may
be treated as a capital gain to the shareholder for tax purposes. 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 the 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.
47
<PAGE>
The Prospectus contains more complete information about the fund,
including charges and expenses.
Investors should consult their financial advisers or the Transfer
Agent, which also serves as the Fund's shareholder servicing agent, about the
applicability of the Class A Limited CDSC in connection with the features
described above.
INVESTMENT PLANS
Reinvestment Plan/Open Account
Unless otherwise designated by shareholders in writing, dividends from
net investment income and distributions from realized securities profits, if
any, will be automatically reinvested in additional shares of the respective
Classes in which an investor has an account (based on the net asset value of
that Fund in effect on the reinvestment date) and will be credited to the
shareholder's account on that date. Confirmations of each dividend payment from
net investment income will be mailed to shareholders quarterly. A confirmation
of each distribution from realized securities profits, if any, will be mailed to
shareholders in the first quarter of the fiscal year.
Under the Reinvestment Plan/Open Account, shareholders may purchase and
add full and fractional shares to their plan accounts at any time either through
their investment dealers or by sending a check or money order to the specific
Fund and Class in which shares are being purchased. Such purchases, which must
meet the minimum subsequent purchase requirements set forth in the Prospectus
and this Part B, are made for Class A Shares at the public offering price and
for Class B Shares and Class C Shares at the net asset value, at the end of the
day of receipt. A reinvestment plan may be terminated at any time. This plan
does not assure a profit nor protect against depreciation in a declining market.
Reinvestment of Dividends in Other Funds in the Delaware Investments Family
Subject to applicable eligibility and minimum initial purchase
requirements, and the limitations set forth below, holders of Class A, Class B
and Class C Shares may automatically reinvest dividends and/or distributions
from a Fund in any of the other Delaware Investments mutual funds, including the
Funds, in states where their shares may be sold. Such investments will be made
at net asset value per share at the close of business on the reinvestment date
without any front-end sales charge or service fee. Nor will such investments be
subject to a CDSC or Limited CDSC. 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.
Subject to the following limitations, dividends and/or distributions
from other funds in the Delaware Investments family may be invested in shares of
the Funds at net asset value, provided an account has been established.
Dividends from Class A Shares may not be directed to Class B Shares or Class C
Shares. Dividends from Class B Shares may only be directed to other Class B
Shares, and dividends from Class C Shares may only be directed to other Class C
Shares.
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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 a 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 privileges.
Holders of Class A Shares of a Fund may exchange all or part of their
shares for certain of the shares of other funds in the Delaware Investments
family, including other Class A Shares, but may not exchange their Class A
Shares for Class B Shares or Class C Shares of the Fund or of any other fund in
the Delaware Investments family. Holders of Class B Shares of a Fund are
permitted to exchange all or part of their Class B Shares only into Class B
Shares of other Delaware Investments funds. Similarly, holders of Class C Shares
of a Fund are permitted to exchange all or part of their Class C Shares only
into Class C Shares of other Delaware Investments funds. Class B Shares of a
Fund and Class C Shares of a Fund acquired by exchange will continue to carry
the CDSC and, in the case of Class B Shares, the automatic conversion schedule
of the fund from which the exchange is made. For purposes of determining the
time of the automatic conversion into Class A Shares, the holding period of
Class B Shares of a Fund acquired by exchange will be added to that of the
shares that were exchanged.
Permissible exchanges into Class A Shares of a Fund will be made
without a front-end sales charge, except for exchanges of shares that were not
previously subject to a front-end sales charge (unless such shares were acquired
through the reinvestment of dividends). Permissible exchanges into Class B
Shares or Class C Shares of a Fund will be made without the imposition of a CDSC
by the fund from which the exchange is being made at the time of the exchange.
Investing by Electronic Fund Transfer
Direct Deposit Purchase Plan--Investors may arrange for the Fund to
accept for investment in Class A, Class B or Class C Shares, through an agent
bank, preauthorized government or private recurring payments. This method 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--Shareholders of Class A, Class B and Class C
Shares may make automatic investments by authorizing, in advance, monthly or
quarterly payments directly from their checking account for deposit into their
Fund account. This type of investment will be handled in either of the following
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 must complete an authorization form. Either service can be
discontinued by the shareholder at any time without penalty by giving written
notice.
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Payments to a 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,
a 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. A 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 Tax-Free Fund or Voyageur
Mutual Funds for proper instructions.
MoneyLine(SM) On Demand
You or your investment dealer may request purchases of shares by phone
using MoneyLine(SM) On Demand. When you authorize a 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 Funds do 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
Classes through regular liquidations of shares in their accounts in other mutual
funds in the Delaware Investments family. Shareholders of the Fund Classes may
elect to invest in one or more of the other mutual funds in Delaware Investments
family through the Wealth Builder Option. If in connection with the election of
the Wealth Builder Option, you wish to open a new account to receive the
automatic investment, such new account must meet the minimum initial purchase
requirements described in the prospectus of the fund that you select. All
investments under this option are exchanges and are therefore subject to the
same conditions and limitations as other exchanges noted above.
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 in the Delaware
Investments family, subject to the conditions and limitations set forth in the
Fund Classes' 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. See Redemption and Exchange for a brief summary of the tax consequences
of exchanges. Shareholders can terminate their participation in Wealth Builder
at any time by giving written notice to the fund from which exchanges are made.
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Asset Planner
To invest in Delaware Investments funds using the Asset Planner asset
allocation service, you should complete an 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 Investing by Exchange. Also see
Buying Class A Shares at Net Asset Value. 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, Class B and Class C 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 a Fund and of other funds in the
Delaware Investments family may be used in the same Strategy with Consultant
Class shares that are offered by certain other Delaware Investments funds.
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 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.
DETERMINING OFFERING PRICE AND NET ASSET VALUE
Orders for purchases of Class A Shares are effected at the offering
price next calculated by the Fund in which shares are being purchased after
receipt of the order by each Fund, its respective agents or certain other
authorized persons. Orders for purchases of Class B Shares and Class C Shares of
each Fund are effected at the net asset value per share next calculated by the
Fund in which shares are being purchased after receipt of the order by each
Fund, its respective agents or certain other authorized persons. Selling dealers
have the responsibility of transmitting orders promptly. See Distribution and
Service under Investment Management Agreements.
The offering price for Class A Shares consists of the net asset value
per share, plus any applicable front-end sales charges. Offering price and net
asset value are computed as of 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.
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An example showing how to calculate the net asset value per share and,
in the case of the Class A Shares, the offering price per share, is included in
each Fund's financial statements which are incorporated by reference into this
Part B.
Each Fund's net asset value per share is computed by adding the value
of all securities and other assets in the portfolio of that Fund, deducting any
liabilities of the Fund and dividing by the number of Fund shares outstanding.
In determining a Fund's total net assets, portfolio securities are valued at
fair value, using methods determined in good faith by the Board of Trustees.
This method utilizes the services of an independent pricing organization which
employs a combination of methods including, among others, the obtaining of
market valuations from dealers who make markets and deal in such securities, and
by comparing valuations with those of other comparable securities in a matrix of
such securities. A pricing service's activities and results are reviewed by the
officers of the Fund. In addition, money market instruments having a maturity of
less than 60 days are valued at amortized cost. Expenses and fees of each Fund
are accrued daily.
Each Class of a Fund will bear, pro-rata, all of the common expenses of
the relevant Fund. The net asset values of all outstanding shares of each Class
of a Fund will be computed on a pro-rata basis for each outstanding share based
on the proportionate participation in such Fund represented by the value of
shares of that Class. All income earned and expenses incurred by a Fund will be
borne on a pro-rata basis by each outstanding share of a Class, based on each
Class' percentage in such Fund represented by the value of shares of such
Classes, except that Class A, Class B and Class C Shares alone will bear the
12b-1 Plan expenses payable under their respective Plans. Due to the specific
distribution expenses and other costs that would be allocable to each Class, the
dividends paid to each Class of a Fund may vary. However, the net asset value
per share of each Class of a Fund is expected to be equivalent.
REDEMPTION AND EXCHANGE
You can redeem or exchange your shares in a number of different ways. The
exchange service is useful if your investment requirements change and you want
an easy way to invest in other tax-advantaged funds, equity funds, bond funds or
money market funds. This service is also useful if you are anticipating a major
expenditure and want to move a portion of your investment into a fund that has
the checkwriting feature. Exchanges are subject to the requirements of each
fund. Further, in order for an exchange to be processed, shares of the fund
being acquired must be registered in the state where the acquiring shareholder
resides. An exchange constitutes, for tax purposes, the sale of one fund and the
purchase of another. The sale may involve a capital gain or loss to the
shareholder for federal income tax purposes. You may want to consult your
financial adviser or investment dealer to discuss which funds in Delaware
Investments will best meet your changing objectives, and the consequences of any
exchange transaction. You may also call Delaware Investments directly for fund
information.
Your shares will be redeemed or exchanged at a price based on the net
asset value next determined after a Fund receives your request in good order,
subject, in the case of a redemption, to any applicable CDSC or Limited CDSC.
For example, redemption or exchange requests received in good order after the
time the offering price and net asset value of shares are determined will be
processed on the next business day. A shareholder submitting a redemption
request may indicate that he or she wishes to receive redemption proceeds of a
specific dollar amount. In the case of such a request, a Fund will redeem the
number of shares necessary to deduct the applicable CDSC in the case of Class B
Shares and Class C Shares, and, if applicable, the Limited CDSC in the case of
Class A Shares and tender to the shareholder the requested amount, assuming the
shareholder holds enough shares in his or her account for the redemption to be
processed in this manner. Otherwise, the amount tendered to the shareholder upon
redemption will be reduced by the amount of the applicable CDSC or Limited CDSC.
Redemption proceeds will be distributed promptly, as described below, but not
later than seven days after receipt of a redemption request. The Funds may
modify, terminate or suspend the exchange privilege upon 60 days' notice to
shareholders.
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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. Each Fund
may suspend, terminate or amend the terms of the exchange privilege upon 60
days' written notice to shareholders.
In addition to redemption of Fund shares, the Distributor, acting as
agent of the Funds, offers to repurchase Fund shares from broker/dealers acting
on behalf of shareholders. The redemption or repurchase price, which may be more
or less than the shareholder's cost, is the net asset value per share next
determined after receipt of the request in good order by the respective Fund,
its agent or certain other authorized persons (see Distribution and Service
under Investment Management Agreements), subject to any applicable CDSC or
Limited CDSC. This is computed and effective at the time the offering price and
net asset value are determined. See Determining Offering Price and Net Asset
Value. The Funds and the Distributor end their business days at 5 p.m., Eastern
time. This offer is discretionary and may be completely withdrawn without
further notice by the Distributor.
Orders for the repurchase of Fund shares which are submitted to the
Distributor prior to the close of its business day will be executed at the net
asset value per share computed that day (subject to any applicable CDSC or
Limited CDSC), if the repurchase order was received by the broker/dealer from
the shareholder prior to the time the offering price and net asset value are
determined on such day. The selling dealer has the responsibility of
transmitting orders to the Distributor promptly. Such repurchase is then settled
as an ordinary transaction with the broker/dealer (who may make a charge to the
shareholder for this service) delivering the shares repurchased.
Payment for shares redeemed will ordinarily be mailed the next business
day, but in no case later than seven days, after receipt of a redemption request
in good order by the respective Fund, its agent or certain other authorized
persons (see Distribution and Service under Investment Management Agreements);
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.
Each Fund will process written and telephone redemption requests to the
extent that the purchase orders for the shares being redeemed have already
settled. Each Fund will honor redemption requests as to shares for which a check
was tendered as payment, but a 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. Each 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.
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 involved will automatically redeem from the shareholder's account the Fund
shares purchased by the check plus any dividends earned thereon. Shareholders
may be responsible for any losses to a 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 a Fund of securities owned by it is not reasonably practical,
or it is not reasonably practical for a Fund fairly to value its assets, or in
the event that the SEC has provided for such suspension for the protection of
shareholders, a Fund may postpone payment or suspend the right of redemption or
repurchase. In such case, a shareholder may withdraw the 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.
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Payment for shares redeemed or repurchased may be made in either cash
or kind, or partly in cash and partly in kind. Any portfolio securities paid or
distributed in kind would be valued as described in Determining Offering Price
and Net Asset Value. Subsequent sale by an investor receiving a distribution in
kind could result in the payment of brokerage commissions. However, each Fund
has elected to be governed by Rule 18f-1 under the 1940 Act pursuant to which
the Fund is obligated to redeem Fund shares solely in cash up to the lesser of
$250,000 or 1% of the net asset value of such Fund during any 90-day period for
any one shareholder.
The value of a Fund's investments is subject to changing market prices.
Thus, a shareholder reselling shares to a Fund may sustain either a gain or
loss, depending upon the price paid and the price received for such shares.
Certain redemptions of Class A Shares purchased at net asset value may
result in the imposition of a Limited CDSC. See Contingent Deferred Sales Charge
for Certain Redemptions of Class A Shares Purchased at Net Asset Value, below.
Class B Shares of USA, Insured and National High-Yield Fund are subject to a
CDSC of: (i) 4% if shares are redeemed within two years of purchase; (ii) 3% if
shares are redeemed during the third or fourth year following purchase; (iii) 2%
if shares are redeemed during the fifth year following purchase; (iv) 1% if
shares are redeemed during the sixth year following purchase; and (v) 0%
thereafter. Class B Shares of Intermediate Fund are subject to a CDSC of 2%
during the first two years of purchase, 1% during the third year of purchase and
0% thereafter. Class C Shares of each Fund are subject to a CDSC of 1% if shares
are redeemed within 12 months following purchase. See Contingent Deferred Sales
Charge - Class B Shares and Class C Shares. Except for the applicable CDSC or
Limited CDSC, and with respect to the expedited payment by wire for which there
may be a bank wiring cost, there is no fee charged for redemptions or
repurchases, but such fees could be charged at any time in the future.
Holders of Class B Shares or Class C Shares that exchange their shares
("Original Shares") for shares of the other funds in the Delaware Investments
family (in each case, "New Shares") in a permitted exchange, will not be subject
to a CDSC that might otherwise be due upon redemption of Original Shares.
However, such shareholders will continue to be subject to the CDSC and, in the
case of Class B Shares, the automatic conversion schedule of Original Shares as
described in this Part B and any CDSC assessed upon redemption will be charged
by the fund from which the Original Shares were exchanged. In an exchange of
shares from Class B of USA, Insured and National High-Yield Fund, the CDSC
schedule for such Class may be higher than the CDSC schedule relating to New
Shares acquired as a result of the exchange. For purposes of computing the CDSC
that may be payable upon a disposition of the New Shares, the period of time
that an investor held Original Shares is added to the period of time that an
investor held New Shares. The automatic conversion schedule of Original Shares
of Class B Shares of USA, Insured and National High-Yield Fund may be longer
than that of the New Shares. Consequently, an investment in New Shares by
exchange may subject an investor to the higher 12b-1 fees applicable to Class B
Shares USA, Insured and National High-Yield Fund shares for a longer period of
time than if the investment in New Shares were made directly.
Small Accounts
Before a Fund involuntarily redeems shares from an account that, under
the circumstances listed in the Prospectus, has remained below the minimum
amounts required by the Funds' Prospectus and sends the proceeds to the
shareholder, the shareholder will be notified in writing that the value of the
shares in the account is less than the minimum required and will be allowed 60
days from the date of notice to make an additional investment to meet the
required minimum. Any redemption in an inactive account established with a
minimum investment may trigger mandatory redemption. No CDSC or Limited CDSC
will apply to the redemptions described in this paragraph.
* * *
Each Fund has made available certain redemption privileges, as
described below. The Funds reserve the right to suspend or terminate these
expedited payment procedures upon 60 days' written notice to shareholders.
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Written Redemption
You can write to each Fund at One Commerce Square, 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 Funds require 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
Transfer Association Medallion Program ("STAMP"). Each Fund reserves the right
to reject a signature guarantee supplied by an eligible institution based on its
creditworthiness. The Funds may require further documentation from corporations,
executors, retirement plans, administrators, trustees or guardians.
Payment is normally mailed the next business day after receipt of your
redemption request. If your Class A Shares are in certificate form, the
certificate(s) must accompany your request and also be in good order.
Certificates are issued for Class A Shares only if a shareholder submits a
specific request. Certificates are not issued for Class B Shares or Class C
Shares.
Written Exchange
You may also write to each Fund (at One Commerce Square, Philadelphia,
PA 19103) to request an exchange of any or all of your shares into another
mutual fund in Delaware Investments, 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 Class A Shares in certificate form, you may
redeem or exchange only by written request and you must return your
certificates.
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 which you have your account
in writing that you do not wish to have such services available with respect to
your account. Each 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 Funds by telephone during periods when market or economic conditions
lead to an unusually large volume of telephone requests.
Neither the Funds nor their 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, each 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, such Fund or the Transfer Agent may be liable for any losses due to
unauthorized or fraudulent transactions. Telephone instructions received by the
Fund Classes are generally tape 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 address of record. 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.
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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. If the
proceeds are wired to the shareholder's account at a bank which is not a member
of the Federal Reserve System, there could be a delay in the crediting of the
funds to the shareholder's bank account. A bank wire fee may be deducted from
redemption proceeds. 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 separate fees for this redemption method, but the mail
time may delay getting funds into your bank account. Simply call the Shareholder
Service Center prior to the time the offering price and net asset value are
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 other funds in Delaware Investments under the same registration,
subject to the same conditions and limitations as other exchanges noted above.
As with the written exchange service, telephone exchanges are subject to the
requirements of each fund, as described 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 each 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 a 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. See
MoneyLine(SM) On Demand under Investment Plans.
Timing Accounts
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
Funds will refuse any new timing arrangements, as well as any new purchases (as
opposed to exchanges) in Delaware Investments funds from Timing Firms. A 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.
Redemptions of Timing Accounts--Redemption requests made from Timing
Accounts will be made only by check. Redemption proceeds from these accounts
will not be wired to shareholder bank accounts. Such checks will be sent no
later than seven days after receipt of a redemption request in good order.
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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. Each 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).
Each 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 a
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 a 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 Plans
Shareholders of Class A Shares, Class B Shares and Class C Shares who
own or purchase $5,000 or more of shares at the offering price, or net asset
value, as applicable, 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 Funds do not recommend any
specific amount of withdrawal. This is particularly useful to shareholders
living on fixed incomes, since it can provide them with a stable supplemental
amount. 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 the 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.
Shareholders should not purchase additional shares while participating in a
Systematic Withdrawal Plan.
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. This gain or loss may be long-term or short-term depending on the
holding period for the specific shares liquidated.
57
<PAGE>
Withdrawals under this plan made concurrently with the purchases of
additional shares may be disadvantageous to the shareholder. Purchases of Class
A Shares through a periodic investment program in a fund managed by the Manager
must be terminated before a Systematic Withdrawal Plan with respect to such
shares can take effect, except if the shareholder is Delaware Investments funds
which do not carry a sales charge. Redemptions of Class A Shares pursuant to a
Systematic Withdrawal Plan may be subject to a Limited CDSC if the purchase was
made at net asset value and a dealer's commission has been paid on that
purchase. The applicable Limited CDSC for Class A Shares and CDSC for Class B
and C Shares redeemed via a Systematic Withdrawal Plan will be waived if the
annual amount withdrawn in each year is less than 12% of the account balance on
the date that the Plan is established. If the annual amount withdrawn in any
year exceeds 12% of the account balance on the date that the Systematic
Withdrawal Plan is established, all redemptions under the Plan will be subjected
to the applicable contingent deferred sales charge, including an assessment for
previously redeemed amounts under the Plan. Whether a waiver of the contingent
deferred sales charge is available or not, the first shares to be redeemed for
each Systematic Withdrawal Plan payment will be those not subject to a
contingent deferred sales charge because they have either satisfied the required
holding period or were acquired through the reinvestment of distributions.
See Waivers of Contingent Deferred Sales Charges, below.
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 Funds reserve 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 at any time by giving written notice.
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 Funds do not charge a
fee for any this service; however, your bank may charge a fee.
Shareholders should consult with their financial advisers to determine
whether a Systematic Withdrawal Plan would be suitable for them.
Contingent Deferred Sales Charge for Certain Redemptions of Class A Shares
Purchased at Net Asset Value
For purchases of $1,000,000 or more made on or after July 1, 1998, a
Limited CDSC will be imposed on certain redemptions of Class A Shares (or shares
into which such Class A Shares are exchanged) according to the following
schedule: (1) 1.00% if shares are redeemed during the first year after the
purchase; and (2) 0.50% if such shares of USA Fund, Insured Fund and National
High-Yield Fund are redeemed during the second year after the purchase, if such
purchases were made at net asset value and triggered the payment by the
Distributor of the dealer's commission described above.
The Limited CDSC will be paid to the Distributor and will be assessed
on an amount equal to the lesser of: (1) the net asset value at the time of
purchase of the Class A Shares being redeemed or (2) the net asset value of such
Class A Shares at the time of redemption. For purposes of this formula, the "net
asset value at the time of purchase" will be the net asset value at purchase of
the Class A Shares even if those shares are later exchanged for shares of
another Delaware Investments fund and, in the event of an exchange of Class A
Shares, the "net asset value of such shares at the time of redemption" will be
the net asset value of the shares acquired in the exchange.
58
<PAGE>
Redemptions of such Class A Shares held for more than two years (one
year with respect to Intermediate Fund) will not be subjected to the Limited
CDSC and an exchange of such Class A Shares into another Delaware Investments
fund will not trigger the imposition of the Limited CDSC at the time of such
exchange. The period a shareholder owns shares into which Class A Shares are
exchanged will count towards satisfying the two-year holding period. The Limited
CDSC is assessed if such two year period (one-year period with respect to
Intermediate Fund) is not satisfied irrespective of whether the redemption
triggering its payment is of Class A Shares of a Fund or Class A Shares acquired
in the exchange.
In determining whether a Limited CDSC is payable, it will be assumed
that shares not subject to the Limited CDSC are the first redeemed followed by
other shares held for the longest period of time. The Limited CDSC will not be
imposed upon shares representing reinvested dividends or capital gains
distributions, or upon amounts representing share appreciation. All investments
made during a calendar month, regardless of what day of the month the investment
occurred, will age one month on the last day of that month and each subsequent
month.
Waivers of Contingent Deferred Sales Charges
Waiver of Limited Contingent Deferred Sales Charge -- Class A Shares
--The Limited CDSC for Class A Shares on which a dealer's commission has been
paid will be waived in the following instances: (i) redemptions that result from
a Fund's right to liquidate a shareholder's account if the aggregate net asset
value of the shares held in the account is less than the then-effective minimum
account size; (ii) distributions from an account if the redemption results from
the death of the registered owner, or a registered joint owner, of the account
(in the case of accounts established under the Uniform Gifts to Minors or
Uniform Transfers to Minors Acts or trust accounts, the waiver applies upon the
death of all beneficial owners) or a total and permanent disability (as defined
in Section 72 of the Code) of all registered owners occurring after the purchase
of the shares being redeemed; and (ii) redemptions by the classes of
shareholders who are permitted to purchase shares at net asset value, regardless
of the size of the purchase (see Buying Class A Shares at Net Asset Value under
Purchasing Shares).
Waiver of Contingent Deferred Sales Charge -- Class B Shares and Class
C Shares -- The CDSC is waived on certain redemptions of Class B Shares in
connection with the following redemptions: (i) redemptions that result from a
Fund's right to liquidate a shareholder's account if the aggregate net asset
value of the shares held in the account is less than the then-effective minimum
account size; and (ii) distributions from an account if the redemption results
from the death of the registered owner, or a registered joint owner, of the
account (in the case of accounts established under the Uniform Gifts to Minors
or Uniform Transfers to Minors Acts or trust accounts, the waiver applies upon
the death of all beneficial owners) or a total and permanent disability (as
defined in Section 72 of the Code) of all registered owners occurring after the
purchase of the shares being redeemed.
The CDSC of Class C Shares is waived in connection with the following
redemptions: (i) redemptions that result from a Fund's right to liquidate a
shareholder's account if the aggregate net asset value of the shares held in the
account is less than the then-effective minimum account size; and (ii)
distributions from an account if the redemption results from the death of the
registered owner, or a registered joint owner, of the account (in the case of
accounts established under the Uniform Gifts to Minors or Uniform Transfers to
Minors Acts or trust accounts, the waiver applies upon the death of all
beneficial owners) or a total and permanent disability (as defined in Section 72
of the Code) of all registered owners occurring after the purchase of the shares
being redeemed.
* * *
In addition, the Limited CDSC will be waived on Class A Shares and
the CDSC will be waived on Class B Shares and Class C Shares redeemed
in accordance with a Systematic Withdrawal Plan if the annual amount withdrawn
under the Plan does not exceed 12% of the value of the account on the date that
the Systematic Withdrawal Plan was established.
59
<PAGE>
DIVIDENDS AND REALIZED SECURITIES PROFITS DISTRIBUTIONS
Each Fund declares a dividend to shareholders of each Class of the
respective Fund's shares from net investment income on a daily basis. Dividends
are declared each day the Funds are open and cash dividends are paid monthly.
Payment by check of cash dividends will ordinarily be mailed within three
business days after the payable date. In determining daily dividends, the amount
of net investment income for each Fund will be determined at the time the
offering price and net asset value are determined (see Determining Offering
Price and Net Asset Value) and shall include investment income accrued by the
respective Fund, less the estimated expenses of that 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. 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 a Fund will share proportionately in the
investment income and expenses of that Fund, except that Class A Shares, Class B
Shares and Class C Shares alone will incur distribution fees under their
respective 12b-1 Plans.
Dividends are automatically reinvested in additional shares of the
paying Fund at net asset value, unless an election to receive dividends in cash
has been made. 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. A 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 United States 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.
Any distributions from net realized securities profits will be made
annually during the quarter following the close of the fiscal year. Such
distributions will be reinvested in shares, unless the shareholder elects to
receive them in cash. The Funds will mail a quarterly statement showing a Class'
dividends paid and all the transactions made during the period.
Tax-Free Fund anticipates that most of USA, Insured and Intermediate
Funds' dividends paid to shareholders will be exempt from federal income taxes.
Voyageur Mutual Funds anticipates that most of National High-Yield
Fund's dividends paid to shareholders will be exempt from federal income taxes.
60
<PAGE>
TAXES
Federal Income Tax Aspects
Each Fund has qualified, and intends to continue to qualify, as a
regulated investment company as defined under Subchapter M of the Internal
Revenue Code of 1986 (the "Code"), as amended, so as not to be liable for
federal income tax to the extent its earnings are distributed. The term
"regulated investment company" does not imply the supervision of management or
investment practices by any government agency. Each Fund is treated as a single
tax entity, and any capital gains and losses for each Fund are calculated
separately. The Funds have no fixed policy with regard to distributions of
realized securities profits when such realized securities profits may be offset
by capital losses carried forward. Currently, however, the Funds intend to
offset realized securities profits to the extent of capital losses carried
forward, if any.
Distributions by a Fund representing net interest received on municipal
bonds are considered tax-exempt income and are not includable by shareholders in
gross income for federal income tax purposes. Although exempt from regular
federal income tax, interest paid on certain types of municipal obligations is
deemed to be a preference item under federal tax law and is subject to the
federal alternative minimum tax. Distributions by a Fund representing net
interest income received by the Fund from certain temporary investments (such as
certificates of deposit, commercial paper and obligations of the U.S.
government, its agencies and instrumentalities), accretion of market discount on
tax-exempt bonds purchased by the Fund after April 30, 1993 and net short-term
capital gains realized by the Fund, if any, will be taxable to shareholders as
ordinary income and will not qualify for the deduction for dividends received by
corporations. Distributions from long-term capital gains realized by a Fund, if
any, will be taxable to shareholders as long-term capital gains regardless of
the length of time an investor has held such shares, and these gains are
currently taxed at long-term capital gains rates. The tax status of dividends
and distributions paid to shareholders will not be affected by whether they are
paid in cash or in additional shares. The percentage of taxable income at the
end of the year will not necessarily bear relationship to the experience over a
shorter period of time. Shareholders of a Fund may incur a tax liability for
federal, state and local taxes upon the sale or redemption of shares of the
Fund. Tax-Free Fund has been advised by Counsel that if, under present tax laws,
any amounts are paid to the Insured Fund in lieu of interest on tax-exempt bonds
pursuant to the various insurance on the portfolio securities, they will be
treated as tax-exempt income when distributed to shareholders.
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 a Fund is not deductible.
The Funds 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 Code. Persons who are
or may be considered "substantial users" should consult their tax advisers in
this matter before purchasing shares of a Fund.
Tax-Free Fund and Voyageur Mutual Funds intend to use the "average
annual" method of allocation in the event a 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 a Fund at any time during the year.
Under the Taxpayer Relief Act of 1997 (the "1997 Act"), as revised by
the Internal Revenue Service Restructuring and Reform Act of 1998 (the "1998
Act") and the Omnibus Consolidated and Emergency Supplemental Appropriations
Act, a 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
(10% for individual investors in the 15% tax bracket).
"Short-term capital gains": Gains on securities sold by a Fund that do
not meet the long-term holdings period are considered short term
capital gains and are taxable as ordinary income.
61
<PAGE>
"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 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.
Any loss incurred on the redemption or exchange of shares held for six
months or less will be disallowed to the extent of any exempt-interest dividends
distributed to you with respect to your Fund shares and any remaining loss will
be treated as a long-term capital loss to the extent of any long-term capital
gains distributed to you by the Fund on those shares.
All or a portion of any loss that you realize upon the redemption of
your Fund shares will be disallowed to the extent that you buy other shares in
the Fund (through reinvestment of dividends or otherwise) within 30 days before
or after your share redemption. Any loss disallowed under these rules will be
added to your tax basis in the new shares you buy.
If you redeem some or all of yours shares in a Fund, and then reinvest
the sales proceeds in such Fund or in another Delaware Investments fund within
90 days of buying the original shares, the sales charge that would otherwise
apply to your reinvestment may be reduced or eliminated. The IRS will require
you to report gain or loss on the redemption of your original shares in a Fund.
In doing so, all or a portion of the sales charge that you paid for your
original shares in a Fund will be excluded from your tax basis in the shares
sold (for the purpose of determining gain or loss upon the sale of such shares).
The portion of the sales charge excluded will equal the amount that the sales
charge is reduced on your reinvestment. Any portion of the sales charge excluded
from your tax basis in the shares sold will be added to the tax basis of the
shares you acquire from your reinvestment.
When Intermediate Fund or Nation High-Yield Fund writes a call or put
option, an amount equal to the premium received by it is included in the Funds'
Statement of Assets and Liabilities as an asset and as an equivalent liability.
The amount of the liability is subsequently "marked to market" to reflect the
current market value of the option written. If an option which a Fund has
written either expires on its stipulated expiration date, or if the Funds enter
into a closing purchase transaction, the Funds realize a gain (or loss if the
cost of the closing transaction exceeds the premium received when the option was
sold) without regard to any unrealized gain or loss on the underlying security,
and the liability related to such option is extinguished. Any such gain or loss
is a short-term capital gain or loss for federal income tax purposes. If a call
option which a Fund have written is exercised, the Fund realizes a capital gain
or loss (long-term or short-term, depending on the holding period of the
underlying security) from the sale of the underlying security and the proceeds
from such sale are increased by the premium originally received. If a put option
which a Fund have written is exercised, the amount of the premium originally
received will reduce the cost of the security which the Fund purchase upon
exercise of the option.
62
<PAGE>
The premium paid by Intermediate Fund or National High-Yield Fund for
the purchase of a put option is recorded in the section of the Funds' Statement
of Assets and Liabilities as an investment and subsequently adjusted daily to
the current market value of the option. For example, if the current market value
of the option exceeds the premium paid, the excess would be unrealized
appreciation and, conversely, if the premium exceeds the current market value,
such excess would be unrealized depreciation. If a put option which a Fund have
purchased expires on the stipulated expiration date, the Funds realize a capital
loss for federal income tax purposes in the amount of the cost of the option. If
a Fund sell the put option, it realizes a capital gain or loss, depending on
whether the proceeds from the sale are greater or less than the cost of the
option. If a Fund exercise a put option, it realizes a capital gain or loss
(long-term or short-term, depending on the holding period of the underlying
security) from the sale of the underlying security and the proceeds from such
sale will be decreased by the premium originally paid. However, since the
purchase of a put option is treated as a short sale for federal income tax
purposes, the holding period of the underlying security could be affected by
such a purchase.
The Code includes special rules applicable to listed options which
Intermediate Fund or National High-Yield Fund may write, purchase or sell. Such
options are classified as Section 1256 contracts under the Code. The character
of gain or loss under a Section 1256 contract is generally treated as 60%
long-term gain or loss and 40% short-term gain or loss. When held by a Fund at
the end of a fiscal year, these options are required to be treated as sold at
market value on the last day of the fiscal year for federal income tax purposes
("marked to market").
Over-the-counter options are not classified as Section 1256 contracts
and are not subject to the 60/40 gain or loss treatment or the "marked to
market" rule. Any gains or losses recognized by Intermediate Fund or National
High-Yield Fund from over-the-counter option transactions generally constitute
short-term capital gains or losses.
The initial margin deposits made when entering into futures contracts
are recognized as assets due from the broker. During the period the futures
contract is open, changes in the value of the contract will be reflected at the
end of each day.
Futures contracts held by a Fund at the end of each fiscal year will be
required to be "marked to market" for federal income tax purposes. Any
unrealized gain or loss on futures contracts will therefore be recognized and
deemed to consist of 60% long-term capital gain or loss and 40% short-term
capital gain or loss. Therefore adjustments are made to the tax basis in the
futures contract to reflect the gain or loss recognized at year end.
Tax-Free Fund and Voyageur Mutual Funds must meet several requirements
to maintain its status as a regulated investment company. Among these
requirements are that at least 90% of its investment company taxable income be
derived from dividends, interest, payment with respect to securities loans and
gains from the sale or disposition of securities; and, that at the close of each
quarter of its taxable year at least 50% of the value of its assets consist of
cash and cash items, government securities, securities of other regulated
investment companies and, subject to certain diversification requirements, other
securities. To avoid federal excise taxes, the Internal Revenue Code requires
each Fund to distribute to you by December 31 of each year, at a minimum, the
following amounts: 98% of its taxable ordinary income earned during the calendar
year; 98% of its capital gain net income earned during the twelve month period
ending October 31; and 100% of any undistributed amounts from the prior year.
Each Fund intends to declare and pay these amounts in December (or in January
that are treated by you as received in December) to avoid these excise taxes,
but can give no assurances that its disclosures will be sufficient to eliminate
all taxes at the Fund level.
The Internal Revenue Service has ruled publicly that an Exchange-traded
call option is a security for purposes of the 50% of assets tests and that its
issuer is the issuer of the underlying security, not the writer of the option,
for purposes of the diversification requirements.
63
<PAGE>
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. Tax-Free Fund and Voyageur Mutual Funds will report annually for
each Fund the percentage of interest income earned on municipal obligations on a
state-by-state basis during the preceding calendar year. Shares of each Fund,
also, will be exempt from Pennsylvania county personal property taxes.
INVESTMENT MANAGEMENT AGREEMENTS
The Manager, located at One Commerce Square, Philadelphia, PA 19103,
furnishes investment management services to each Fund, subject to the
supervision and direction of the Board of Trustees.
The Manager and its predecessors have been managing the funds in the
Delaware Investments family since 1938. On August 31, 2000, the Manager and its
affiliates within Delaware Investments, including Delaware International
Advisers Ltd., were managing in the aggregate more than $45 billion in assets in
various institutional or separately managed (approximately $25,254,020,000) and
investment company (approximately $20,263,880,000) accounts.
Each Fund's Investment Management Agreement is dated November 1, 1999
and was approved by the initial shareholder on that date. Each Agreement had an
initial term of two years and may be renewed each year 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
affected Fund, and only if the terms and the renewal thereof have been approved
by vote of a majority of the trustees of each 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. Each Agreement is terminable without
penalty on 60 days' notice by the trustees of each Fund or by the Manager. Each
Agreement will terminate automatically in the event of its assignment.
The annual compensation paid by a Fund for investment management
services under its Investment Management Agreement is equal to the following
amount:
--------------------------------------------------------------------------------
Insured Fund 0.50% on the first $500 million;
Intermediate Fund 0.475% on the next $500 million;
0.45% on the next $1.5 billion;
0.425% on assets in excess of $2.5 billion
--------------------------------------------------------------------------------
USA Fund 0.55% on the first $500 million;
National High-Yield Fund 0.50% on the next $500 million;
0.45% on the next $1.5 billion;
0.425% on assets in excess of $2.5 billion
--------------------------------------------------------------------------------
On August 31, 2000 the total net assets of each Fund were as follows:
----------------------------------------------------------
USA Fund $449,045,973
----------------------------------------------------------
Insured Fund $67,525,086
----------------------------------------------------------
Intermediate Fund $24,838,169
----------------------------------------------------------
National High-Yield Fund $105,350,831
----------------------------------------------------------
64
<PAGE>
The Manager makes and implements all investment decisions on behalf of
the Funds. The Manager pays the Funds' rent and salaries of all trustees,
officers and employees of the Funds who are affiliated with both the Managers
and the Funds. On August 31, 2000, investment management fees paid for each Fund
for the past three fiscal years were as follows:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
Fund August 31, 2000 August 31, 1999 August 31, 1998
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
USA Fund $2,613,178 paid $3,380,637 paid $3,772,773 paid
--------------------------------------------------------------------------------------------------------------
Insured Fund $347,340 paid $437,947 paid $476,167 paid
--------------------------------------------------------------------------------------------------------------
Intermediate Fund $137,907 earned $142,282 earned $125,100 earned
$96,435 paid $94,776 paid $-0- paid
$41,472 waived $47,506 waived $125,100 waived
--------------------------------------------------------------------------------------------------------------
National High-Yield Fund* $603,325 earned $622,425 earned $315,067 earned
$374,431 paid $393,534 paid $218,873 paid
$228,894 waived $228,891 waived $96,164 waived
--------------------------------------------------------------------------------------------------------------
</TABLE>
*Information for the 1998 is the period January 1, 1998 through August 31, 1998.
Investment management fees for the Fund's fiscal year ended December 31, 1997
were as follows: $362,050 earned, $208,295 paid and $153,755 waived.
Except for those expenses borne by the Manager under the Investment
Management Agreements and the Distributor under the Distribution Agreements,
each Fund is responsible for all of its own expenses. Among others, these
include the investment management fees; transfer and dividend disbursing agent
fees and costs; custodian expenses; federal and state securities registration
fees; proxy costs; and the costs of preparing prospectuses and reports sent to
shareholders.
65
<PAGE>
The Manager has contracted to waive its annual management fees and pay
expenses of Intermediate Fund from November 1, 2000 through October 31, 2001, in
order to prevent total operating expenses (excluding any taxes, interest,
brokerage fees, extraordinary expenses and 12b-1 fees) from exceeding 0.65% of
average daily net assets. Prior to November 1, 2000, the Manager voluntarily
waived waive its annual management fees and paid expenses of Intermediate Fund
in order to prevent total operating expenses from exceeding the amounts noted
below.
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
Period Total Operating Expense Limitations as a
percentage of average daily net assets
------------------------------------------------------------------------------------------------------------------------
<S> <C>
From commencement of operations through May 1, 1994(1) 0.25% (excluding any taxes, interest, brokerage fees,
extraordinary expenses but including 12b-1 fees)
------------------------------------------------------------------------------------------------------------------------
From May 2, 1994 through December 31, 19961 0.10% (excluding any taxes, interest, brokerage fees,
extraordinary expenses and 12b-1 fees)
------------------------------------------------------------------------------------------------------------------------
From January 1, 1997 through June 30, 1997 0.35% (excluding any taxes, interest, brokerage fees,
extraordinary expenses and 12b-1 fees)
------------------------------------------------------------------------------------------------------------------------
From July 1, 1997 through December 31, 1997 0.45% (excluding any taxes, interest, brokerage fees,
extraordinary expenses and 12b-1 fees)
------------------------------------------------------------------------------------------------------------------------
From January 1, 1998 through January 31, 1999 0.55% (excluding any taxes, interest, brokerage fees,
extraordinary expenses and 12b-1 fees)
------------------------------------------------------------------------------------------------------------------------
From February 1, 1999 through July 20, 1999 0.60% (excluding any taxes, interest, brokerage fees,
extraordinary expenses and 12b-1 fees)
------------------------------------------------------------------------------------------------------------------------
From July 21, 1999 through October 31, 2000 0.65% (excluding any taxes, interest, brokerage fees,
extraordinary expenses and 12b-1 fees)
------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) From the commencement of operations through June 30, 1994. This waiver and
expense limitation was extended to June 30, 1994, but modified, effective May 2,
1994 through December 31, 1996, to provide that annual operating expenses would
not exceed 0.10%. Because 12b-1 Plan fees have been set at 0.15% by Tax-Free
Fund's Board of Trustees for Intermediate Fund A Class, the amount of the
voluntary waiver with respect to each such Class, as modified, was equivalent to
the waiver operative through May 1, 1994.
The Manager has contracted to waive its annual management fees and pay
expenses of National High-Yield Fund from November 1, 2000 through October 31,
2001, in order to prevent total operating expenses (excluding any taxes,
interest, brokerage fees, extraordinary expenses and 12b-1 fees) from exceeding
0.75% of average daily net assets. Prior to November 1, 2000, the Manager
elected voluntarily to waive its annual management fees and to pay expenses of
the Fund through October 31, 2000 in order to prevent total operating expenses
(excluding any taxes, interest, brokerage fees, extraordinary expenses and 12b-1
fees) from exceeding 0.75% of average daily net assets.
In connection with the merger transaction described below Manager
agreed for a period of two years ending on April 30, 1999, to pay the operating
expenses (excluding interest expense, taxes, brokerage fees, commissions and
Rule 12b-1 fees) of the Fund which exceeded 1% of the Fund's average daily net
assets on an annual basis up to certain limits as set forth in this Part B. This
agreement replaced a similar provision in the Fund's investment advisory
contracts with the Fund's predecessor investment adviser.
66
<PAGE>
Distribution and Service
The Distributor, Delaware Distributors, L.P., located at One Commerce
Square, Philadelphia, PA 19103, serves as the national distributor of each
Fund's shares under separate Distribution Agreements dated November 1, 1999. The
Distributor is an affiliate of the Manager and bears all of the costs of
promotion and distribution, except for payments by each Fund on behalf of its
Class A Shares, Class B Shares and Class C Shares under the 12b-1 Plans for each
such Class. The Distributor 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 One Commerce Square, Philadelphia, PA 19103, serves as
each Fund's shareholder servicing, dividend disbursing and transfer agent
pursuant to Shareholders Services Agreements dated November 1, 1999. The
Transfer Agent also provides accounting services to the Funds 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.
Each 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 each Fund. For purposes of pricing, each 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.
67
<PAGE>
OFFICERS AND TRUSTEES
The business and affairs of Tax-Free Fund and Voyageur Mutual Funds are
managed under the direction of its respective Board of Trustees.
Certain officers and trustees of the Funds hold identical positions in
each of the other funds in the Delaware Investments family. On September 29,
2000, Tax-Free Fund's officers and trustees owned less than 1% of the
outstanding shares of each of its classes. As of the same date, Voyageur Mutual
Funds officers and trustees owned less than 0% of the outstanding shares of each
of its classes.
As of September 29, 2000, management believes the following accounts
held of record 5% or more of the outstanding shares of a Class. Management has
no knowledge of beneficial ownership.
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
Class Name and Address of Account Share Amount Percentage
<S> <C> <C> <C>
----------------------------------------------------------------------------------------------------------------------------
Tax-Free USA Fund Merrill Lynch, Pierce, Fenner & Smith 279,597.260 11.77%
B Class For the sole benefit of its customers
Attn: Fund Administration SEC#97D23
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484
----------------------------------------------------------------------------------------------------------------------------
Tax-Free USA Fund Merrill Lynch, Pierce, Fenner & Smith 34,648.030 22.42%
C Class For the sole benefit of its customers
Attn: Fund Administration SEC#97H07
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484
----------------------------------------------------------------------------------------------------------------------------
Salomon Smith Barney Inc. 18,797.000 12.16%
00141202518
333 West 34th Street - 3rd Floor
New York, NY 10001
----------------------------------------------------------------------------------------------------------------------------
Master Builders and Specialists Inc. 9,910.330 6.41%
216 South Pierce Street
Lafayette, LA 70501-5914
----------------------------------------------------------------------------------------------------------------------------
Dean Witter 9,253.960 5.98%
For the benefit of Maurice M. Mullendore
PO Box 250
Church Street Station
New York, NY 10008-0250
----------------------------------------------------------------------------------------------------------------------------
Tax-Free Insured Fund Merrill Lynch, Pierce, Fenner & Smith 60,020.800 12.39%
B Class For the sole benefit of its customers
Attn: Fund Administration SEC#97D26
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
68
<PAGE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
Class Name and Address of Account Share Amount Percentage
<S> <C> <C> <C>
----------------------------------------------------------------------------------------------------------------------------
Tax-Free Insured Fund NFSC FEBO #L2H-007960 52,386.380 37.70%
C Class Sue Dell Thoman
4020 Rita Marie Drive
Columbus, OH 43220-4927
----------------------------------------------------------------------------------------------------------------------------
Merrill Lynch, Pierce, Fenner & Smith 37,383.960 26.90%
For the sole benefit of its customers
Attn: Fund Administration SEC#97H08
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484
----------------------------------------------------------------------------------------------------------------------------
Wachovia Securities, Inc. 19,502.690 14.03%
FBO 315-13672-10
PO Box 1220
Charlotte, NC 28201-1220
----------------------------------------------------------------------------------------------------------------------------
Mago Banda and Rafaela S. Banda JT WROS 7,027.870 5.05%
Tod M. Gloria Chavana ET AL
250 Charben Drive
San Antonio, TX 78237-3117
----------------------------------------------------------------------------------------------------------------------------
Tax-Free Intermediate MerrillsLynch, Pierce, Fenner & Smith 34,053.160 20.89%
Fund B Class For the sole benefit of its customers
Attn: Fund Administration SEC#97D27
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484
----------------------------------------------------------------------------------------------------------------------------
Donna M. Falcone and 11,595.470 7.11%
Robert A. Falcone JT WROS
837 Old National Pike
Brownsville, PA 15417-9253
----------------------------------------------------------------------------------------------------------------------------
Mary Delvin Dorsey TTEE 9,162.580 5.62%
Mary Delvin Dorsey REV
Trust U/A DTD 12/20/88
8800 S. Ocean Drive - Apt 506
Jensen Beach, FL 34957-2145
----------------------------------------------------------------------------------------------------------------------------
Donaldson Lufkin Jenrette 8,512.870 5.22%
Securities Corporation Inc.
PO Box 2052
Jersey City, NJ 07303-2052
----------------------------------------------------------------------------------------------------------------------------
Prudential Securities Inc. FBO 8,198.320 5.03%
Mr. Robert G. Klay
Mrs. Majorie I. Klay CO-TTEES
Klay Family Trust
UA DTD 09/02/98
Plainfield, IN 46168
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
69
<PAGE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
Class Name and Address of Account Share Amount Percentage
<S> <C> <C> <C>
----------------------------------------------------------------------------------------------------------------------------
Tax-Free Intermediate Donaldson Lufkin Jenrette 46,685.340 19.67%
Fund C Class Securities Corporation Inc.
PO Box 2052
Jersey City, NJ 07303-2052
----------------------------------------------------------------------------------------------------------------------------
NFSC FEBO #CJK-189561 27,932.210 11.77%
Jeanne R. Derbes
2302 N. Harbour Dr.
Lynn Haven, FL 32444-2057
----------------------------------------------------------------------------------------------------------------------------
Merrill Lynch, Pierce, Fenner & Smith 20,231.530 8.52%
For the sole benefit of its customers
Attn: Fund Administration SEC#97H09
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484
----------------------------------------------------------------------------------------------------------------------------
Jacob N. Gust 12,802.580 5.39%
Barbara A Olive JT TEN
4614 81st North
Fargo, ND 58102-7501
----------------------------------------------------------------------------------------------------------------------------
National First Clearing Corporation 403,544.630 5.15%
High-Yield Fund Account 2297-6324
A Class Juanita M. Daly
3800 Howard Hughes Pkwy
Suite 1500
Las Vegas, NV 89109-5909
----------------------------------------------------------------------------------------------------------------------------
Merrill Lynch, Pierce, Fenner & Smith 398,034.640 5.08%
For the sole benefit of its customers
Attn: Fund Administration SEC#97L94
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484
----------------------------------------------------------------------------------------------------------------------------
National Merrill Lynch, Pierce, Fenner & Smith 505,625.500 27.76%
High-Yield Fund For the sole benefit of its customers
B Class Attn: Fund Administration SEC#97L95
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484
----------------------------------------------------------------------------------------------------------------------------
National Merrill Lynch, Pierce, Fenner & Smith 347,459.210 42.30%
High-Yield Fund For the sole benefit of its customers
C Class Attn: Fund Administration SEC#97L96
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484
----------------------------------------------------------------------------------------------------------------------------
Reagan Family Partners 55,581.350 6.76%
Robert L. Reagan General Partner
Dalene C. Reagan General Partner
125 Crestline Dr.
Kerrville, TX 78028-8801
----------------------------------------------------------------------------------------------------------------------------
NFSC FEBO #BNX-043591 51,680.830 6.29%
Bette Smyth TTEE
Harold W. Davis Trust
U/A 7/12/98
517 Clermont Avenue
Dallas, TX 75223-1207
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
70
<PAGE>
DMH Corp., Delvoy, Inc., Delaware Management Business Trust, Delaware
Management Company (a series of Delaware Management Business Trust), Delaware
Management Company, Inc., 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., Delaware General
Management, Inc. and Retirement Financial Services, Inc. are direct or indirect,
wholly owned subsidiaries of Delaware Management Holdings, Inc. ("DMH"). DMH and
the Manager are indirect, wholly owned subsidiaries, and subject to the ultimate
control, of Lincoln National Corporation. Lincoln National Corporation, with
headquarters in Philadelphia, PA, is a diversified organization with operations
in many aspects of the financial services industry, including insurance and
investment management.
Prior to May 1, 1997, Voyageur Fund Managers, Inc. ("Voyageur") had
been retained under an investment advisory contract to act as National
High-Yield Fund's investment adviser, subject to the authority of the Board of
Directors. Voyageur was an indirect, wholly-owned subsidiary of Dougherty
Financial Group, Inc. ("DFG"). After the close of business on April 30, 1997,
Voyageur became an indirect, wholly owned subsidiary of Lincoln National
Corporation ("Lincoln National") as a result of Lincoln National's acquisition
of DFG. LNC, headquartered in Philadelphia, PA, owns and operates insurance and
investment management businesses, including Delaware Management Holding, Inc.
("DMH"). Affiliates of DMH serve as adviser, distributor and transfer agent for
the Delaware Investments family.
Because Lincoln National's acquisition of DFG resulted in a change of
control of Voyageur, the Fund's previous investment advisory agreement with
Voyageur was "assigned", as that term is defined by the 1940 Act, and the
previous agreements therefore terminated upon the completion of the acquisition.
The Board of Directors of Voyageur Mutual Funds, Inc. unanimously approved new
advisory agreements at a meeting held in person on February 14, 1997, and called
for a shareholders meeting to approve the new agreement. At a meeting held on
April 11, 1997, the shareholders of the Fund approved its Investment Management
Agreement with the Manager, an indirect wholly-owned subsidiary of LNC, to
become effective after the close of business on April 30, 1997, the date the
acquisition was completed. On May 30, 1997, Voyageur was merged into the Manager
and the Manager became the investment manager for the Fund.
71
<PAGE>
Trustees and principal officers of Tax-Free Fund and Voyageur Mutual
Funds are noted below along with their ages 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>
------------------------------------------------------------------------------------------------------------------------------------
Trustee and Officer Business Experience
<S> <C>
------------------------------------------------------------------------------------------------------------------------------------
*Wayne A. Stork (63) Chairman, Trustee/Director of Tax-Free Fund and Voyageur Mutual Funds and each of the
other 31 investment companies in the Delaware Investments family
Prior to January 1, 1999, Mr. Stork was Director of Delaware Capital Management, Inc.;
Chairman, President and Chief Executive Officer and Director/Trustee 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 and Chief Executive Officer of Delaware International
Advisers Ltd.; Chairman, Chief Executive Officer and Director of Delaware International
Holdings Ltd.; Chief Executive Officer of Delaware Management Holdings, Inc.; President
and Chief Executive Officer of Delvoy, Inc Director of Delaware Service Company, Inc.
and Retirement Financial Services, Inc.
Prior to January 1, 2000, Mr. Stork was Chairman and Director of Delaware Management
Holdings, Inc. and a Director of Delaware International Advisers Ltd.
In addition, during the five years prior to January 1, 2000, Mr. Stork has served in
various executive capacities at different times within Delaware Investments.
------------------------------------------------------------------------------------------------------------------------------------
----------------------
* Trustee affiliated with Delaware Tax-Free Fund's and Voyageur Mutual Funds' investment manager and considered an "interested
person" as defined in the 1940 Act.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
72
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Trustee and Officer Business Experience
<S> <C>
------------------------------------------------------------------------------------------------------------------------------------
*David K. Downes (60) President, Chief Executive Officer, Chief Financial Officer and Trustee/Director of
Tax-Free Fund and Voyageur Mutual Funds and each of the other 31 investment companies
in the Delaware Investments family
President and Director of Delaware Management Company, Inc.
President of Delaware Management Company (a series of Delaware Management Business
Trust)
President, Chief Executive Officer and Director of Delaware Capital Management, Inc.
Chairman, President, Chief Executive Officer and Director of Delaware Service Company,
Inc.
President, Chief Operating Officer, Chief Financial Officer and Director of Delaware
International Holdings Ltd.
President, Chief Operating Officer and Director of Delaware General Management, Inc.
Chairman and Director of Delaware Management Trust Company and Retirement Financial
Services, Inc.
Executive Vice President, Chief Operating Officer and Chief Financial Officer of
Delaware Management Holdings, Inc., Founders CBO Corporation, Delaware Distributors,
L.P. and Delaware Investment Advisers (a series of Delaware Management Business Trust)
Executive Vice President, Chief Financial Officer, Chief Operating 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.
Executive Vice President, Chief Operating Officer, Chief Financial Officer and Director
of Vantage Global Advisors, Inc.
During the past five years, Mr. Downes has served in various executive capacities at
different times within Delaware Investments.
------------------------------------------------------------------------------------------------------------------------------------
----------------------
* Trustee affiliated with Delaware Tax-Free Fund's and Voyageur Mutual Funds' investment manager and considered an "interested
person" as defined in the 1940 Act.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
73
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Trustee and Officer Business Experience
<S> <C>
------------------------------------------------------------------------------------------------------------------------------------
Walter P. Babich (72) Trustee/Director of Tax-Free Fund and Voyageur Mutual Funds and each of the other 31
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 (63) Trustee/Director of Tax-Free Fund and Voyageur Mutual Funds and each of the other 31
investment companies in the Delaware Investments family
Private Investor.
P.O. Box 819, Gwynedd Valley, PA 19437
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. He was also a Partner of Complete Care
Services from 1995 to 1999.
------------------------------------------------------------------------------------------------------------------------------------
Anthony D. Knerr (61) Trustee/Director of Tax-Free Fund and Voyageur Mutual Funds and each of the other 31
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.
------------------------------------------------------------------------------------------------------------------------------------
Ann R. Leven (59) Trustee/Director of Tax-Free Fund and Voyageur Mutual Funds and each of the other 31
investment companies in the Delaware Investments family
785 Park Avenue, New York, NY 10021
Retired Treasurer, National Gallery of Art
From 1994 to 1999, Ms. Leven was the Treasurer of the National Gallery of Art and from
1990 to 1994, Ms. Leven was Deputy Treasurer of the National Gallery of Art. In
addition, 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.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
74
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Trustee and Officer Business Experience
<S> <C>
------------------------------------------------------------------------------------------------------------------------------------
Thomas F. Madison (64) Trustee/Director of Tax-Free Fund and Voyageur Mutual Funds and each of the other 31
investment companies in the Delaware Investments family
200 South Fifth Street, Suite 2100, Minneapolis, Minnesota 55402
President and Chief Executive Officer, MLM Partners, Inc.
From 1996 to 1999, Mr. Madison was Chairman of the Board of Communications Holdings,
Inc. 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 (74) Trustee/Director of Tax-Free Fund and Voyageur Mutual Funds and each of the other 31
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.
------------------------------------------------------------------------------------------------------------------------------------
Janet L. Yeomans (52) Trustee/Director of Tax-Free Fund and Voyageur Mutual Funds and each of the other 31
investment companies in the Delaware Investments family.
Building 220-13W-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.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
75
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Officer Business Experience
<S> <C>
------------------------------------------------------------------------------------------------------------------------------------
William E. Dodge (51) Executive Vice President and Chief Investment Officer, Equity of Tax-Free Fund and
Voyageur Mutual Funds and each of the other 31 investment companies in the Delaware
Investments family and Delaware Management Company (a series of Delaware Management
Business Trust)
Executive Vice President of Delaware Management Business Trust and Delaware Capital
Management, Inc.
President and Chief Investment Officer, Equity of Delaware Investment Advisers (a
series of Delaware Management Business Trust)
Executive Vice President, Equity and Director of Vantage Global Advisors, Inc.
Prior to joining Delaware Investments in 1999, Mr. Dodge was President, Director of
Marketing, and Senior Portfolio Manager for Marvin & Palmer Associates.
------------------------------------------------------------------------------------------------------------------------------------
Jude T. Driscoll (37) Executive Vice President/Head of Fixed-Income of Tax-Free Fund and Voyageur Mutual
Funds and each of the other 31 investment companies in the Delaware Investments family,
Delaware Management Company (a series of Delaware Management Business Trust) and
Delaware Investment Advisers (a series of Delaware Management Business Trust)
Executive Vice President of Delaware Management Business Trust and Delaware Capital
Management, Inc.
Before joining Delaware Investments in 2000, Mr. Driscoll was Senior Vice President,
Director of Fixed Income Process at Conseco Capital Management from June 1998 to August
2000. Prior to that, he was Managing Director for NationsBanc Capital Markets from 1996
to 1998, Vice President of Goldman Sachs from 1991-1995 and Assistant Vice President of
Conseco Capital Management from 1989 to 1990.
------------------------------------------------------------------------------------------------------------------------------------
Richard J. Flannery (42) Executive Vice President/General Counsel of Tax-Free Fund and Voyageur Mutual Funds and
each of the other 31 investment companies in the Delaware Investments family, Delaware
Management Holdings, 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. and Founders CBO Corporation.
Executive Vice President/General Counsel and Director of Delaware International
Holdings Ltd., Founders Holdings, Inc., Delvoy, Inc., DMH Corp., Delaware Management
Company, Inc., Delaware Service Company, Inc., Delaware Capital Management, Inc.,
Retirement Financial Services, Inc., Delaware Distributors, Inc., Delaware General
Management, Inc. and Delaware Management Business Trust Company.
Executive Vice President/General Counsel and Trustee of Delaware Management Business
Trust.
Director of Delaware International Advisers Ltd.
Director of HYPPCO Finance Company Ltd.
Executive Vice President/General Counsel and Director of Vantage Global Advisors, Inc.
During the past five years, Mr. Flannery has served in various executive capacities at
different times within Delaware Investments.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
76
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Officer Business Experience
<S> <C>
------------------------------------------------------------------------------------------------------------------------------------
Richelle S. Maestro (42) Senior Vice President/Deputy General Counsel and Secretary of Tax-Free Fund and
Voyageur Mutual Funds and each of the other 31 investment companies in the Delaware
Investments family, Delaware Management Company (a series of Delaware Management
Business Trust), Delaware Management Holdings, Inc., DMH Corp., Delvoy, Inc., Delaware
Management Company, Inc., 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., Delaware Management Trust Company,
Delaware General Management, Inc., Delaware International Holdings Ltd., Founders
Holdings, Inc.
Secretary of Founders CBO Corporation
During the past five years, Ms. Maestro has served in various executive capacities at
different times within Delaware Investments.
------------------------------------------------------------------------------------------------------------------------------------
Joseph H. Hastings (50) Senior Vice President/Corporate Controller of Tax-Free Fund and Voyageur Mutual Funds
and each of the other 31 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., Founders
Holdings, Inc., Delaware General Management, Inc. and Delaware Management Business
Trust
Chief Financial Officer of Retirement Financial Services, Inc.
Executive Vice President, Chief Financial Officer and Treasurer of Delaware Management
Trust Company
Senior Vice President/Assistant Treasurer of Founders CBO Corporation
Senior Vice President/Corporate Controller of Vantage Global Advisors, Inc.
During the past five years, Mr. Hastings has served in various executive capacities at
different times within Delaware Investments.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
77
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Officer Business Experience
<S> <C>
------------------------------------------------------------------------------------------------------------------------------------
Michael P. Bishof (38) Senior Vice President and Treasurer of Tax-Free Fund and Voyageur Mutual Funds and each
of the other 31 investment companies in the Delaware Investments family
Senior Vice President/Investment Accounting of Delaware Service Company, Inc., Delaware
Capital Management, Inc., Delaware Distributors, L.P., Delaware Management Company (a
series of Delaware Management Business Trust) and Founders Holdings, Inc.
Senior Vice President/Investment Accounting and Treasurer of Delaware Investment
Advisers (a series of Delaware Management Business Trust)
Senior Vice President/Manager of Investment Accounting of Delaware International
Holdings Ltd.
Senior Vice President and Assistant Treasurer of Founders CBO Corporation
Senior Vice President/Investment Accounting of Vantage Global Advisors, Inc.
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.
------------------------------------------------------------------------------------------------------------------------------------
Patrick P. Coyne (37) Vice President/Senior Portfolio Manager of Tax-Free Fund and Voyageur Mutual Funds and
each of the other 31 investment companies in the Delaware Investments family, Delaware
Capital Management, Inc., Delaware Management Company (a series of Delaware Management
Business Trust) and Delaware Investment Advisers (a series of Delaware Management
Business Trust)
During the past five years, Mr. Coyne has served in various capacities at different
times within the Delaware organization.
------------------------------------------------------------------------------------------------------------------------------------
Mitchell L. Conery (41) Vice President/Senior Portfolio Manager of Tax-Free Fund and Voyageur Mutual Funds and
each of the other 31 investment companies in the Delaware Investments family, Delaware
Management Company (a series of Delaware Management Business Trust) and Delaware
Investment Advisers (a series of Delaware Management Business Trust)
Before joining the Delaware Investments in 1997, Mr. Conery was an investment officer
with Travelers Insurance from 1995 through 1996 and a research analyst with CS First
Boston from 1992 to 1995.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
78
<PAGE>
The following is a compensation table listing for each trustee entitled to
receive compensation, the aggregate compensation received from Tax-Free Fund and
Voyageur Mutual Funds and the total compensation received from all Delaware
Investments funds for the fiscal year ended August 31, 2000 and an estimate of
annual benefits to be received upon retirement under the Delaware Investments
Retirement Plan for Directors/Trustees as of August 31, 2000. Only the
independent trustees of Tax-Free Fund and Voyageur Mutual Funds receive
compensation from the Funds.
<TABLE>
<CAPTION>
Pension or
Retirement
Aggregate Benefits Total
Compensation Accrued Estimated Compensation
from Aggregate as Part of Tax-Free Annual from all
Delaware Compensation Fund and Benefits Delaware
Tax-Free from Voyageur Voyageur Mutual Upon Investment
Name Fund Mutual Funds Funds Expenses Retirement(1) Companies(2)
<S> <C> <C> <C> <C> <C>
John H. Durham (3) $1,858 $849 None $38,000 $53,796
Ann R. Leven $2,047 $1,479 None $38,000 $66,001
Walter P. Babich $1,858 $1,368 None $38,000 $60,001
Anthony D. Knerr $2,015 $1,461 None $38,000 $65,001
Thomas F. Madison $2,015 $1,461 None $38,000 $65,001
Charles E. Peck $2,015 $1,461 None $38,000 $65,001
Janet L. Yeomans $1,858 $1,368 None $38,000 $60,001
</TABLE>
(1) Under the terms of the Delaware Group Retirement Plan for
Directors/Trustees, 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 August 31, 2000, 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 director or trustee, based on the number of investment companies
in the Delaware Investments family as of that date.
(2) Effective as of September 22, 2000, each independent trustee/director will
receive a total annual retainer fee of $50,000 for serving as a
trustee/director for all 33 investment companies in Delaware Investments,
plus $3,145 for each Board Meeting attended. Members of the audit committee
will receive additional annual compensation of $5,000 plus $1,000 for each
meeting in excess of five in any calendar year from all investment
companies, in the aggregate, with the exception of the chairperson, who
will receive $8,000 plus $1,000 for each meeting in excess of five in any
calendar year. Members of the nominating committee will receive additional
compensation of $1,000 from all investment companies, in the aggregate, for
each committee meeting. In addition, the chairperson of the nominating
committee will receive an annual retainer of $500. The Coordinating
Trustee/Director of the Delaware Investments funds will receive an
additional retainer of $8,000 from all investment companies.
(3) Mr. Durham joined the board of Voyageur Mutual Funds effective as of May 1,
2000.
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GENERAL INFORMATION
Tax-Free Fund and Voyageur Mutual Funds are open-end management investment
companies. Each Fund's portfolio of assets is nondiversified as defined by the
1940 Act. Delaware Group Tax-Free Fund was originally organized as a Maryland
corporation on August 17, 1983. USA, Insured and Intermediate Funds are series
of Tax-Free Fund. Voyageur Mutual Funds was originally organized as a Minnesota
corporation in April 1993. National High-Yield Fund is one of several series of
Voyageur Mutual Funds. Both Delaware Group Tax-Free Fund and Voyageur Mutual
Funds were reorganized as Delaware business trusts on November 1, 1999.
The Manager is the investment manager of each Fund. The Manager also
provides investment management services to certain of the other funds in the
Delaware Investments family. An affiliate of the Manager manages private
investment accounts. While investment decisions for each 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 each Fund.
Delaware or Delaware International also manages the investment options for
Delaware-Lincoln ChoicePlus and Delaware Medallion (SM) III Variable Annuities.
ChoicePlus is issued and distributed by Lincoln National Life Insurance Company.
ChoicePlus 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 ChoicePlus 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,
although actual performance will differ due to such factors as different expense
levels, asset size and its timing of purchases and redemptions. See Delaware
Group Premium Fund in Appendix B.
The Delaware Investments Family of Funds, the Manager and the Distributor,
in compliance with SEC Rule 17j-1 under the 1940 Act, have adopted Codes of
Ethics which govern personal securities transactions. Under the Codes of Ethics,
persons subject to the Codes are permitted to engage in personal securities
transactions, including securities that may be purchased or held by the
Portfolios, subject to the requirements set forth in Rule 17j-1 and certain
other procedures set forth in the applicable Code of Ethics. The Codes of Ethics
for the Delaware Investments Family of Funds, the Manager and the Distributor
are on public file with, and are available from, the SEC.
The Distributor acts as national distributor for each Fund and for the
other mutual funds in the Delaware Investments family. The Distributor received
net commissions from each Fund on behalf of its Class A Shares, after
reallowances to dealers, as follows:
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--------------------------------------------------------------------------------
USA Fund A Class
--------------------------------------------------------------------------------
Total
Amount of Amounts Net
Fiscal Underwriting Reallowed Commission
Year Ended Commission To Dealers to Distributor
--------------------------------------------------------------------------------
8/31/00 $207,338 $187,875 $19,463
8/31/99 321,029 281,829 39,200
8/31/98 314,525 264,400 50,125
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Insured Fund A Class
--------------------------------------------------------------------------------
Total
Amount of Amounts Net
Fiscal Underwriting Reallowed Commission
Year Ended Commission to Dealers to Distributor
--------------------------------------------------------------------------------
8/31/00 $37,989 $33,377 $4,612
8/31/99 99,657 85,806 13,851
8/31/98 38,389 32,986 5,403
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Intermediate Fund A Class
--------------------------------------------------------------------------------
Total
Amount of Amounts Net
Fiscal Underwriting Reallowed Commission
Year Ended Commission to Dealers to Distributor
--------------------------------------------------------------------------------
8/31/00 $19,918 $16,766 $3,152
8/31/99 60,931 49,236 11,695
8/31/98 43,288 34,492 8,796
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
National High Yield Fund A Class
--------------------------------------------------------------------------------
Total
Amount of Amounts Net
Fiscal Underwriting Reallowed Commission
Year Ended Commission to Dealers to Distributor
--------------------------------------------------------------------------------
8/31/00 $105,526 $93,140 $12,386
8/31/99 330,680 299,148 31,532
8/31/98 245,289 211,329 33,960
12/31/97* 110,688 94,679 16,009
--------------------------------------------------------------------------------
* For the period January 1, 1998 through August 31, 1998.
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The Distributor received Limited CDSC payments with respect to Class A Shares as
follows:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
Limited CDSC Payments
Fiscal -------------------------------------------------------------------------
Year Ended National
USA Fund Insured Fund Intermediate High-Yield
A Class A Class Fund A Class Fund A Class
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
8/31/00 $--- $--- $--- $---
8/31/99 18,494 --- --- ---
8/31/98 --- --- --- $198
-------------------------------------------------------------------------------------------
</TABLE>
The Distributor received CDSC payments with respect to Class B Shares as
follows:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
CDSC Payments
Fiscal ----------------------------------------------------------------------------
Year Ended National
USA Fund Insured Fund Intermediate High-Yield
B Class B Class Fund B Class Fund B Class
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
8/31/00 $204,518 $26,050 $12,031 $143,095
8/31/99 164,331 11,341 4,314 30,476
8/31/98 113,024 10,935 2,055 23,578
-------------------------------------------------------------------------------------------
</TABLE>
The Distributor received CDSC payments with respect to Class C Shares as
follows:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
CDSC Payments
---------------------------------------------------------------------------
National
Fiscal USA Fund Insured Fund Intermeidate High-Yield
Year Ended C Class C Class Fund C Class Fund C Class
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
8/31/00 $1,281 $1,225 $1,125 $9,746
8/31/99 1,533 948 1,940 10,308
8/31/98 439 607 10,004 1,194*
-------------------------------------------------------------------------------------------
</TABLE>
* For the period January 1, 1998 through August 31, 1998. There were no CDSC
payments made to the Distributor for the fiscal year ended December 31, 1997.
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. The Transfer Agent is paid a
fee by each 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. Compensation is fixed each year and approved by the
Board of Trustees, including a majority of the disinterested trustees. The
Transfer Agent also provides
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accounting services to the Funds. 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 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.
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The Manager and its affiliates own the name "Delaware Group." Under certain
circumstances, including the termination of Tax-Free Fund's advisory
relationship with the Manager or its distribution relationship with the
Distributor, the Manager and its affiliates could cause Tax-Free Fund to delete
the words "Delaware Group" from Tax-Free Fund's name.
The Chase Manhattan Bank ("Chase"), 4 Chase Metrotech Center, Brooklyn NY
11245, is custodian of each of USA, Insured and Intermediate Fund's securities
and cash. As custodian for each Fund, Chase maintains a separate account or
accounts for each Fund; receives, holds and releases portfolio securities on
account of each Fund; makes receipts and disbursements of money on behalf of
each Fund; and collects and receives income and other payments and distributions
on account of each Fund's portfolio securities.
Mellon Bank, N.A. ("Mellon"), One Mellon Center, Pittsburg, PA 15258, is
custodian of National High-Yield Fund's securities and cash. As custodian for
the Fund, Mellon 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
Each Trust has a present unlimited authorized number of shares of
beneficial interest with no par value allocated to each Class.
Each Fund offers three classes of shares, each representing a proportionate
interest in the assets of that Fund, and each having the same voting and other
rights and preferences as the other classes, except that, as a general matter,
shareholders of Class A Shares, Class B Shares and Class C Shares of a Fund may
vote only on matters affecting the 12b-1 Plan that relates to the class of
shares that they hold. However, Class B Shares of a Fund may vote on any
proposal to increase materially the fees to be paid by the Fund under the Rule
12b-1 Plans relating to its Class A Shares. General expenses of a Fund will be
allocated on a pro-rata basis to the classes according to asset size, except
that expenses of the Rule 12b-1 Plans of each Fund's Class A, Class B and Class
C Shares will be allocated solely to those classes. Shares have no preemptive
rights, are fully transferable and, when issued, are fully paid and
nonassessable.
Prior to May 2, 1994, Tax-Free USA Fund A Class was known as Tax-Free USA
Fund, and prior to June 1, 1992, it was known as USA Series. Prior to May 2,
1994, Tax-Free Insured Fund A Class was known as Tax-Free Insured Fund, and
prior to June 1, 1992, it was known as USA Insured Series. Prior to May 2, 1994,
Tax-Free USA Intermediate Fund A Class was known as Tax-Free USA Intermediate
Fund.
Beginning August 16, 1999, the names of Tax-Free USA Fund, Tax-Free Insured
Fund, Tax-Free USA Intermediate Fund and National High Yield Municipal Bond Fund
changed to Delaware Tax-Free USA Fund, Delaware Tax-Free Insured Fund, Delaware
Tax-Free USA Intermediate Fund and Delaware National High-Yield Municipal Bond
Fund, respectively. Corresponding changes have also been made to each Fund's
classes.
Effective as of November 1, 1999, the name of Delaware Group Tax-Free Fund,
Inc. changed to Delaware Group Tax-Free Fund and the name of Voyageur Mutual
Funds, Inc. changed to Voyageur Mutual Funds.
Noncumulative Voting
Tax-Free Fund's and Voyageur Mutual Funds' shares have noncumulative voting
rights which means that the holders of more than 50% of the shares of a Trust
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 Securities and Exchange
Commission.
84
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FINANCIAL STATEMENTS
Ernst & Young LLP serves as the independent auditors for Tax-Free Fund and
Voyageur Mutual Funds and, in its capacity as such, audits the annual financial
statements of each of the Funds. Each 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 August 31, 2000, are included in
the Funds' Annual Report to shareholders. The financial statements, the notes
relating thereto, the financial highlights and the reports of Ernst & Young LLP,
listed above are incorporated by reference from the Annual Report into this Part
B. KPMG LLP (formerly named KPMG Peat Marwick LLP), National High-Yield
Municipal Bond Fund's previous auditors, audited the annual financial statements
and financial highlights of the Fund for the fiscal years or periods ending on
or before December 31, 1996.
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APPENDIX A
General Characteristics and Risks of Options and Futures - Intermediate Fund and
National High-Yield Fund
Conditions in the securities, futures and options markets will determine
whether and in what circumstances the Fund will employ any of the techniques or
strategies described below. The Fund's ability to pursue certain of these
strategies may be limited by applicable regulations of the Commodity Futures
Trading Commission (the "CFTC") and the federal tax requirements applicable to
regulated investment companies. Transactions in options and futures contracts
may give rise to income that is subject to regular federal income tax and,
accordingly, in normal circumstances the Fund does not intend to engage in such
practices to a significant extent.
The use of futures and options, and the possible benefits and attendant
risks, are discussed below.
Futures Contracts and Related Options. The Fund may enter into contracts
for the purchase or sale for future delivery (a "futures contract") of
fixed-income securities or contracts based on financial indices including any
index of securities in which the Fund may invest. A "sale" of a futures contract
means the undertaking of a contractual obligation to deliver the securities, or
the cash value of an index, called for by the contract at a specified price
during a specified delivery period. A "purchase" of a futures contract means the
undertaking of a contractual obligation to acquire the securities, or cash value
of an index, at a specified price during a specified delivery period. The Fund
may also purchase and sell (write) call and put options on financial futures
contracts. An option on a futures contract gives the purchaser the right, in
return for the premium paid, to assume a position in a futures contract at a
specified exercise price at any time during, or at the termination of, the
period specified in the terms of the option. Upon exercise, the writer of the
option delivers the futures contract to the holder at the exercise price. The
Fund would be required to deposit with its custodian initial margin and
maintenance margin with respect to put and call options on futures contracts
written by it.
Although some financial futures contracts by their terms call for the
actual delivery or acquisition of securities, in most cases the contractual
commitment is closed out before delivery without having to make or take delivery
of the security. The offsetting of a contractual obligation is accomplished by
purchasing (or selling, as the case may be) on a commodities exchange an
identical futures contract calling for delivery in the same period. The Fund's
ability to establish and close out positions in futures contracts and options on
futures contracts will be subject to the liquidity of the market. Although the
Fund generally will purchase or sell only those futures contracts and options
thereon for which there appears to be a liquid market, there is no assurance
that a liquid market on an exchange will exist for any particular futures
contract or option thereon at any particular time. Where it is not possible to
effect a closing transaction in a contract or to do so at a satisfactory price,
the Fund would have to make or take delivery under the futures contract, or, in
the case of a purchased option, exercise the option. The Fund would be required
to maintain initial margin deposits with respect to the futures contract and to
make variation margin payments until the contract is closed. The Fund will incur
brokerage fees when they purchase or sell futures contracts.
At the time a futures contract is purchased or sold, the Fund must deposit
in a custodial account cash or securities as a good faith deposit payment (known
as "initial margin"). It is expected that the initial margin on futures
contracts the Fund may purchase or sell may range from approximately 1.5% to
approximately 5% of the value of the securities (or the securities index)
underlying the contract. In certain circumstances, however, such as during
periods of high volatility, the Fund may be required by an exchange to increase
the level of its initial margin payment. Initial margin requirements may be
increased generally in the future by regulatory action. An outstanding futures
contract is valued daily in a process known as "marking to market." If the
market value of the futures contract has changed, the Fund will be required to
make or will be entitled to receive a payment in cash or specified high quality
debt securities in an amount equal to any decline or increase in the value of
the futures contract. These additional deposits or credits are calculated and
required on a daily basis and are known as "variation margin."
86
<PAGE>
There may be an imperfect correlation between movements in prices of the
futures contract the Fund purchases or sells and the portfolio securities being
hedged. In addition, the ordinary market price relationships between securities
and related futures contracts may be subject to periodic distortions.
Specifically, temporary price distortions could result if, among other things,
participants in the futures market elect to close out their contracts through
offsetting transactions rather than meet variation margin requirements,
investors in futures contracts decide to make or take delivery of underlying
securities rather than engage in closing transactions or if, because of the
comparatively lower margin requirements in the futures market than in the
securities market, speculators increase their participation in the futures
market. Because price distortions may occur in the futures market and because
movements in the prices of securities may not correlate precisely with movements
in the prices of futures contracts purchased or sold by the Fund in a hedging
transaction, even if Voyageur correctly forecasts market trends the Fund's
hedging strategy may not be successful. If this should occur, the Fund could
lose money on the futures contracts and also on the value of its portfolio
securities.
Although the Fund believes that the use of futures contracts and options
thereon will benefit it, if the Manager's judgment about the general direction
of securities prices or interest rates is incorrect, the Fund's overall
performance may be poorer than if it had not entered into futures contracts or
purchased or sold options thereon. For example, if the Fund seeks to hedge
against the possibility of an increase in interest rates, which generally would
adversely affect the price of fixed-income securities held in its portfolio, and
interest rates decrease instead, the Fund will lose part or all of the benefit
of the increased value of its assets which it has hedged due to the decrease in
interest rates because it will have offsetting losses in its futures positions.
In addition, particularly in such situations, the Fund may have to sell assets
from its portfolio to meet daily margin requirements at a time when it may be
disadvantageous to do so.
Options on Securities. The Fund may purchase and sell (write) options on
securities, which options may be either exchange-listed or over-the-counter
options. The Fund may write call options only if the call option is "covered." A
call option written by the Fund is covered if the Fund owns the securities
underlying the option or has a contractual right to acquire them or owns
securities which are acceptable for escrow purposes. The Fund may write put
options only if the put option is "secured." A put option written by the Fund is
secured if the Fund, which is obligated as a writer of a put option, invests an
amount, not less than the exercise price of a put option, in eligible
securities.
The writer of an option may have no control over when the underlying
securities must be sold, in the case of a call option, or purchased, in the case
of a put option; the writer may be assigned an exercise notice at any time prior
to the termination of the obligation. Whether or not an option expires
unexercised, the writer retains the amount of the premium. This amount, of
course, may, in the case of a covered call option, be offset by a decline in the
market value of the underlying security during the option period. If a call
option is exercised, the writer experiences a profit or loss from the sale of
the underlying security. If a put option is exercised, the writer must fulfill
the obligation to purchase the underlying security at the exercise price which
will usually exceed the then market value of the underlying security.
The writer of an option that wishes to terminate its obligation may effect
a "closing purchase transaction." This is accomplished by buying an option of
the same series as the option previously written. The effect of the purchase is
that the writer's position will be canceled by the clearing corporation.
However, a writer may not effect a closing purchase transaction after being
notified of the exercise of an option. Likewise, an investor who is the holder
of an option may liquidate its position by effecting a "closing sale
transaction." This is accomplished by selling an option of the same series as
the option previously purchased. There is no guarantee that either a closing
purchase or a closing sale transaction can be effected.
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<PAGE>
Effecting a closing transaction in the case of a written call option will
permit the Fund to write another call option on the underlying security with
either a different exercise price or expiration date or both, or in the case of
a written put option will permit the Fund to write another put option to the
extent that the exercise price thereof is secured by deposited cash or
short-term securities. Also, effecting a closing transaction will permit the
cash or proceeds from the concurrent sale of any securities subject to the
option to be used for other Fund investments. If the Fund desires to sell a
particular security from its portfolio on which it has written a call option, it
will effect a closing transaction prior to or concurrent with the sale of the
security.
The Fund will realize a profit from a closing transaction if the price of
the transaction is less than the premium received from writing the option or is
more than the premium paid to purchase the option; the Fund will realize a loss
from a closing transaction if the price of the transaction is more than the
premium received from writing the option or is less than the premium paid to
purchase the option. Because increases in the market price of a call option will
generally reflect increases in the market price of the underlying security, any
loss resulting from the repurchase of a call option is likely to be offset in
whole or in part by appreciation of the underlying security owned by the Fund.
An option position may be closed out only where there exists a secondary
market for an option of the same series. If a secondary market does not exist,
it might not be possible to effect closing transactions in particular options
with the result that the Fund would have to exercise the options in order to
realize any profit. If the Fund is unable to effect a closing purchase
transaction in a secondary market, it will not be able to sell the underlying
security until the option expires or it delivers the underlying security upon
exercise. Reasons for the absence of a liquid secondary market include the
following: (i) there may be insufficient trading interest in certain options,
(ii) restrictions may be imposed by a national securities exchange ("Exchange")
on opening transactions or closing transactions or both, (iii) trading halts,
suspensions or other restrictions may be imposed with respect to particular
classes or series of options or underlying securities, (iv) unusual or
unforeseen circumstances may interrupt normal operations on an Exchange, (v) the
facilities of an Exchange or the Options Clearing Corporation may not at all
times be adequate to handle current trading volume, or (vi) one or more
Exchanges could, for economic or other reasons, decide or be compelled at some
future date to discontinue the trading of options (or a particular class or
series of options), in which event the secondary market on that Exchange (or in
that class or series of options) would cease to exist, although outstanding
options on that Exchange that had been issued by the Options Clearing
Corporation as a result of trades on that Exchange would continue to be
exercisable in accordance with their terms.
The Fund may purchase put options to hedge against a decline in the value
of its portfolio. By using put options in this way, the Fund will reduce any
profit it might otherwise have realized in the underlying security by the amount
of the premium paid for the put option and by transaction costs.
The Fund may purchase call options to hedge against an increase in the
price of securities that the Fund anticipates purchasing in the future. The
premium paid for the call option plus any transaction costs will reduce the
benefit, if any, realized by the Fund upon exercise of the option, and, unless
the price of the underlying security rises sufficiently, the option may expire
worthless to the Fund.
The Fund may purchase and sell options that are exchange-traded or that are
traded over-the counter ("OTC options"). Exchange-traded options in the United
States are issued by a clearing organization affiliated with the exchange on
which the option is listed which, in effect, guarantees every exchange-traded
option transaction. In contrast, OTC options are contracts between the Fund and
its counterparty with no clearing organization guarantee. Thus, when the Fund
purchases OTC options, it must rely on the dealer from which it purchased the
OTC option to make or take delivery of the securities underlying the option.
Failure by the dealer to do so would result in the loss of the premium paid by
the Fund as well as the loss of the expected benefit of the transaction.
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<PAGE>
Although the Fund will enter into OTC options only with dealers that agree
to enter into, and which are expected to be capable of entering into, closing
transactions with the Fund, there can be no assurance that the Fund will be able
to liquidate an OTC option at a favorable price at any time prior to expiration.
Until the Fund is able to effect a closing purchase transaction in a covered OTC
call option the Fund has written, it will not be able to liquidate securities
used as cover until the option expires or is exercised or different cover is
substituted. This may impair the Fund's ability to sell a portfolio security at
a time when such a sale might be advantageous. In the event of insolvency of the
counterparty, the Fund may be unable to liquidate an OTC option. In the case of
options written by the Fund, the inability to enter into a closing purchase
transaction may result in material losses to the Fund.
Regulatory Restrictions. To the extent required to comply with applicable
SEC releases and staff positions, when entering into futures contracts or
certain option transactions, such as writing a put option, the Fund will
maintain, in a segregated account, cash or liquid high-grade securities equal to
the value of such contracts. Compliance with such segregation requirements may
restrict the Fund's ability to invest in intermediate- and long-term Tax Exempt
Obligations.
The Fund intend to comply with CFTC regulations and avoid "commodity pool
operator" status. These regulations require that futures and options positions
be used (a) for "bona fide hedging purposes" (as defined in the regulations) or
(b) for other purposes so long as aggregate initial margins and premiums
required in connection with non-hedging positions do not exceed 5% of the
liquidation value of the Fund's portfolio. The Fund currently does not intend to
engage in transactions in futures contracts or options thereon for speculation.
Accounting Considerations. When the Fund writes an option, an amount equal
to the premium received by it is included in the Fund's Statement of Assets and
Liabilities as a liability. The amount of the liability subsequently is marked
to market to reflect the current market value of the option written. When the
Fund purchases an option, the premium paid by the Fund is recorded as an asset
and subsequently is adjusted to the current market value of the option.
89
<PAGE>
APPENDIX B - INVESTMENY OBJECTIVES OF THE FUNDS IN THE DELAWARE INVESTMENTS
FAMILY
Following is a summary of the investment objectives of 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. As a balanced fund, the fund
invests at least 25% of its assets in fixed-income securities and the remaining
in equity securities. 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 capital appreciation by investing in common
stocks issued by emerging growth companies exhibiting strong capital
appreciation potential. Delaware Technology and Innovation Fund seeks to provide
long-term capital growth by investing primarily in stocks the investment adviser
believes will benefit from technological advances and improvements.
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 Growth Opportunities 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 in high yield, high risk 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 Corporate Bond Fund seeks to provide investors with total return by
investing primarily in corporate bonds. Delaware Extended Duration Bond Fund
seeks to provide investors with total return by investing primarily in corporate
bonds
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.
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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.
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 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 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 Pennsylvania Fund seeks a high level of current interest
income exempt from federal and, to the extent possible, certain Pennsylvania
state and local taxes, consistent with the preservation of capital. 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.
Foundation Funds are "fund of funds" which invest in other funds in the
Delaware Investments family (referred to as "Underlying Funds"). Foundation
Funds Delaware Income Portfolio seeks a combination of current income and
preservation of capital with capital appreciation by investing primarily in a
mix of fixed income and domestic equity securities, including fixed income and
domestic equity Underlying Funds. Foundation 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. Foundation 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 that provide the potential for capital appreciation and
income. Delaware Emerging Markets
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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. 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. Balanced
Series seeks a balance of capital appreciation, income and preservation of
capital. As a "balanced" fund, the Series invests at least 25% of its assets in
fixed-income securities and the remainder primarily in equity securities.
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 is a money market
fund which seeks the highest level of income consistent with preservation of
capital and liquidity through investments in short-term money market
instruments. Convertible Securities Series--seeks a high level of total return
on its assets through a combination of capital appreciation and current income.
The Series intends to pursue its investment objective by investing primarily in
convertible securities. Devon Series seeks current income and capital
appreciation. The Series will seek to achieve its objective 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. The Series seeks to achieve its objective by investing primarily
in equity securities of issuers located or operating in emerging countries.
Global Bond Series seeks current income consistent with preservation of
principal by investing primarily in fixed-income securities that may also
provide the potential for capital appreciation. The Series will invest in
fixed-income securities of issuers from at least three different countries, one
of which may be the United States. 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. Growth
Opportunities Series seeks long-term capital appreciation by investing its
assets in a diversified portfolio of securities exhibiting the potential for
significant growth. High Yield Series seeks total return and, as a secondary
objective, high current income. It seeks to achieve its objective by investing
primarily in high-yield corporate bonds. International Equity Series seeks
long-term growth without undue risk to principal by investing primarily in
equity securities of foreign issuers providing the potential for capital
appreciation and income. REIT Series seeks to achieve maximum long-term total
return. Capital appreciation is a secondary objective. It seeks to achieve its
objectives by investing in securities of companies primarily engaged in the real
estate industry. Select Growth Series seeks long-term capital appreciation. The
Series attempts to achieve its investment objective by investing primarily in
equity securities of companies of all sizes which the manager believes have the
potential for high earnings growth. Small Cap Value Series seeks capital
appreciation by investing primarily in small cap common stocks whose market
value appears low relative to their underlying value or future earnings and
growth potential. Social Awareness
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Series seeks to achieve long-term capital appreciation. The Series seeks to
achieve its objective by investing primarily in equity securities of medium- to
large-sized companies expected to grow over time that meet the Series' "Social
Criteria" strategy. Strategic Income Series seeks high current income and total
return. The Series seeks to achieve its objective 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. Technology and Innovation Series seeks to provide long-term capital
growth. The Series invest primarily in stocks that the manager believes will
benefit from technological advances and improvements. 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. U.S.
Growth Series seeks to maximize capital appreciation. The Series seeks to
achieve its objective by investing primarily in stocks of companies of all
sizes. We look for stocks with low dividend yields, strong balance sheets and
high expected earnings growth rates as compared to other companies in the same
industry.
Delaware U.S. 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. 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
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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 Montana Municipal Bond Fund seeks as high a level of current
income exempt from federal income tax and from the Montana personal income tax,
as is consistent with 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 Select 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 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.
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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 the funds' prospectus(es).
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APPENDIX C - DESCRIPTION OF RATINGS
General Rating Information
Bonds
The ratings list below can be further described as follows. For all
categories lower than Aaa, Moody's Investors Service, Inc. includes a "1", "2"
or "3" following the rating to designate a high, medium or low rating,
respectively. Similarly, for all categories lower than AAA, Standard & Poor's
and Fitch IBCA, Inc. may add a "+" or "-" following the rating to characterize a
higher or lower rating, respectively.
<TABLE>
<S> <C> <C>
Moody's Investors Aaa Highest quality, smallest degree of investment risk.
Service, Inc.
Aa High quality; together with Aaa bonds, they
compose the high-grade bond group
A Upper-medium-grade obligations; many favorable
investment attributes.
Baa Medium-grade obligations; neither highly protected nor
poorly secured. Interest and principal appear adequate
for the present, but certain protective elements may be
lacking or may be unreliable over any great length of time.
Ba More uncertain with speculative elements. Protective of
interest and principal payments not well safeguarded in
good and bad times.
B Lack characteristics of desirable investment; potentially
low assurance of timely interest and principal payments or
maintenance of other contract terms over time.
Caa Poor standing, may be in default; elements of danger with
respect to principal or interest payments.
Ca Speculative in high degree; could be in default or have
other marked shortcomings.
C Lowest rated. Extremely poor prospects of ever attaining
investment standing.
Standard & Poor's AAA Highest rating; extremely strong capacity to pay principal
and interest.
AA High quality; very strong capacity to pay principal and
interest.
A Strong capacity to pay principal and interest; somewhat
more susceptible to the adverse effects of changing
circumstances and economic conditions.
BBB Adequate capacity to pay principal and interest; normally
exhibit adequate protection parameters, but adverse
economic conditions or changing circumstances more likely
to lead to weakened capacity to pay principal and interest
than for higher-rated bonds.
BB, B, Predominantly speculative with respect to the issuer's
capacity to
CCC, CC meet required interest and principal payments. BB-lowest
degree of speculation; CC-the highest degree of speculation.
Quality and protective characteristics outweighed by large
uncertainties or major risk exposure to adverse conditions.
D In default.
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C>
Fitch IBCA, Inc. AAA Highest quality; obligor has exceptionally strong ability to pay
interest and repay principal, which is unlikely to be affected by
reasonably foreseeable events. AA Very high quality; obligor's
ability to pay interest and repay principal is very strong.
Because bonds rated in the AAA and AA categories are not
significantly vulnerable to foreseeable future developments,
short-term debt of these issuers is generally rated F-1+.
A High quality; obligor's ability to pay interest and repay principal
is considered to be strong, but may be more vulnerable to
adverse changes in economic conditions and circumstances than
higher-rated bonds.
BBB Satisfactory credit quality; obligor's ability to pay interest and
repay principal is considered adequate. Unfavorable changes in economic
conditions and circumstances are more likely to adversely affect these
bonds and impair timely payment. The likelihood that the ratings of
these bonds will fall below investment grade is higher than for
higher-rated bonds.
BB, Not investment grade; predominantly speculative with respect to the
CCC, issuer's capacity to repay interest and repay principal in accordance
CC, C with the terms of the obligation for bond issues not in default. BB
is the least speculative. C is the most speculative.
Commercial Paper
Moody's S&P Fitch
P-1 Superior quality A-1+ Extremely strong quality F-1+ Exceptionally strong quality
A-1 Strong quality F-1 Very strong quality
P-2 Strong quality A-2 Satisfactory quality F-2 Good credit quality
P-3 Acceptable quality A-3 Adequate quality F-3 Fair quality
B Speculative quality F-S Weak credit quality
C Doubtful quality
State and Municipal Notes
Moody's S&P Fitch
MIG1/
VMIG1 Best quality SP1+ Very strong quality F-1+ Exceptionally strong quality
SP1 Strong grade F-1 Very strong quality
MIG2/
VMIG2 High quality SP2 Satisfactory grade F-2 Good credit quality
MIG3/
VMIG3 Favorable quality F-3 Fair credit quality
MIG4/
VMIG4 Adequate quality
SG Speculative quality SP3 Speculative grade F-S Weak credit quality
</TABLE>
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Earnings and Dividend Rankings for Common Stocks
Standard & Poor's. The investment process involves assessment of
various factors -- such as product and industry position, corporate resources
and financial policy -- with results that make some common stocks more highly
esteemed than others. In this assessment, Standard & Poor's believes that
earnings and dividend performance is the end result of the interplay of these
factors and that, over the long run, the record of this performance has a
considerable bearing on relative quality. The rankings, however, do not pretend
to reflect all of the factors, tangible or intangible, that bear on stock
quality.
Relative quality of bonds or other debt, that is, degrees of protection
for principal and interest, called creditworthiness, cannot be applied to common
stocks, and therefore rankings are not to be confused with bond quality ratings
which are arrived at by a necessarily different approach.
Growth and stability of earnings and dividends are deemed key elements
in establishing Standard & Poor's earnings and dividend rankings for common
stocks, which are designed to capsulize the nature of this record in a single
symbol. It should be noted, however, that the process also takes into
consideration certain adjustments and modifications deemed desirable in
establishing such rankings.
The point of departure in arriving at these rankings is a computerized
scoring system based on per-share earnings and dividend records of the most
recent ten years -- a period deemed long enough to measure significant time
segments of secular growth, to capture indications of basic change in trend as
they develop, and to encompass the full peak-to-peak range of the business
cycle. Basic scores are computed for earnings and dividends, then adjusted as
indicated by a set of predetermined modifiers for growth, stability within
long-term trend, and cyclicality. Adjusted scores for earnings and dividends are
then combined to yield a final score.
Further, the ranking system makes allowance for the fact that, in
general, corporate size imparts certain recognized advantages from an investment
standpoint. Conversely, minimum size limits (in terms of corporate sales volume)
are set for the various rankings, but the system provides for making exceptions
where the score reflects an outstanding earnings-dividend record.
The final score for each stock is measured against a scoring matrix
determined by analysis of the scores of a large and representative sample of
stocks. The range of scores in the array of this sample has been aligned with
the following ladder of rankings:
A+ Highest B+ Average C Lowest
A High B Below Average D In Reorganization
A- Above Average B- Lower
NR signifies no ranking because of insufficient data or because the
stock is not amenable to the ranking process.
The positions as determined above may be modified in some instances by
special considerations, such as natural disasters, massive strikes, and
non-recurring accounting adjustments.
A ranking is not a forecast of future market price performance, but is
basically an appraisal of past performance of earnings and dividends, and
relative current standing. These rankings must not be used as market
recommendations; a high-score stock may at times be so overpriced as to justify
its sale, while a low-score stock may be attractively priced for purchase.
Rankings based upon earnings and dividend records are no substitute for complete
analysis. They cannot take into account potential effects of management changes,
internal company policies not yet fully reflected in the earnings and dividend
record, public relations standing, recent competitive shifts, and a host of
other factors that may be relevant to investment status and decision.
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Preferred Stock Rating
<TABLE>
<CAPTION>
<S> <C> <C>
Moody's Investors Service, Inc. Aaa Considered to be a top-quality preferred stock. This rating indicates
good asset protection and the least risk of dividend impairment
within the universe of preferred stocks.
Aa Considered a high-grade preferred stock. This rating indicates that
there is reasonable assurance that earnings and asset protection
will remain relatively well maintained in the foreseeable future.
A Considered to be an upper-medium grade preferred stock. While risks
are judged to be somewhat greater than in the "aaa" and "aa"
classifications, earnings and asset protection are,
nevertheless, expected to be maintained at adequate levels.
Baa Considered to be medium-grade, neither highly protected nor poorly
secured. Earnings and asset protection appear adequate at
present but may be questionable over any great length of time.
Ba Considered to have speculative elements and its future cannot be
considered well assured. Earnings and asset protection may be
very moderate and not well safeguarded during adverse periods.
Uncertainty of position characterizes preferred stocks in this
class.
B Generally lacks the characteristics of a desirable investment. Assurance
of dividend payments and maintenance of other terms of the issue
over any long period of time may be small.
Caa Likely to be in arrears on dividend payments. This rating designation
does not purport to indicate the future status of payments.
Ca Speculative in a high degree and is likely to be in arrears on dividends
with little likelihood of eventual payment.
C The lowest rated class of preferred or preference stock. Issues so rated
can be regarded as having extremely poor prospects of ever attaining
any real investment standing.
Standard & Poor's AAA Has the highest rating that may be assigned by Standard & Poor's to a
preferred stock issue and indicates an extremely strong capacity
to pay the preferred stock obligations.
AA Qualifies as a high-quality fixed income security. The capacity to pay
preferred stock obligations is very strong, although not as
overwhelming as for issues rated "AAA."
A Backed by a sound capacity to pay the preferred stock obligations,
although it is somewhat more susceptible to the adverse effects
of changes in circumstances and economic conditions.
BBB Regarded as backed by an adequate capacity to pay the preferred stock
obligations. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to
make payments for a preferred stock in this category than for
issues in the "A" category.
BB,B, Regarded, on balance, as predominantly speculative with respect to CCC
the issuer's capacity to pay preferred stock obligations. "BB"
indicates the lowest degree of speculation and "CCC" the highest
degree of speculation. While such issues will likely have some
quality and protective characteristics, these are outweighed by
large uncertainties or major risk exposures to adverse
conditions.
CC Reserved for a preferred stock issue in arrears on dividends or sinking
fund payments but that is currently paying.
C A non-paying issue.
D A non-paying issue with the issuer in default on debt instruments.
NR Indicates that no rating has been requested, that there is insufficient
information on which to base a rating, or that S&P does not rate a
particular type of obligation as a matter of policy.
</TABLE>
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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. 25 filed August 16, 1999.
(2) Certificate of Trust (December 17, 1998) incorporated into this
filing by reference to Post-Effective Amendment No. 25 filed
August 16, 1999.
(b) By-Laws. By-Laws (December 17, 1998) incorporated into this filing
by reference to Post-Effective Amendment No. 25 filed August 16,
1999.
(c) Copies of All Instruments Defining the Rights of Holders.
(1) Agreement and Declaration of Trust. Articles III, IV, V and VI
of Agreement and Declaration of Trust incorporated into this
filing by reference to Post-Effective Amendment No. 25 filed
August 16, 1999.
(2) By-Laws. Article II of By-Laws incorporated into this filing by
reference to Post-Effective Amendment No. 25 filed August 16,
1999.
(d) Investment Management Agreement.
(1) Executed Investment Management Agreement (November 1, 1999)
between Delaware Management Company and the Registrant attached
as Exhibit.
(e) (1) Distribution Agreement.
(i) Executed Distribution Agreement (April 3, 1995) between
Delaware Distributors, L.P. and the Registrant on behalf
of Delaware Tax-Free USA Fund incorporated into this
filing by reference to Post-Effective Amendment No. 22
filed October 30, 1996.
(ii) Executed Distribution Agreement (April 3, 1995) between
Delaware Distributors, L.P. and the Registrant on behalf
of Delaware Tax-Free Insured Fund incorporated into this
filing by reference to Post-Effective Amendment No. 22
filed October 30, 1996.
(iii) Executed Distribution Agreement (April 3, 1995) between
Delaware Distributors, L.P. and the Registrant on behalf
of Delaware Tax-Free USA Intermediate Fund incorporated
into this filing by reference to Post-Effective Amendment
No. 22 filed October 30, 1996.
<PAGE>
(iv) Executed Amendment No. 1 to Distribution Agreement
(November 29, 1995) on behalf of Delaware Tax-Free USA
Fund incorporated into this filing by reference to
Post-Effective Amendment No. 22 filed October 30, 1996.
(v) Executed Amendment No. 1 to Distribution Agreement
(November 29, 1995) on behalf of Tax-Free Insured Fund
incorporated into this filing by reference to
Post-Effective Amendment No. 22 filed October 30, 1996.
(vi) Executed Amendment No. 1 to Distribution Agreement
(November 29, 1995) on behalf of Tax-Free USA
Intermediate Fund incorporated into this filing by
reference to Post Effective Amendment No. 22 filed
October 30, 1996.
(vii) Executed Adoption Agreement relating to the Distributions
Agreements (November 1, 1999) between the Registrant and
Delaware Distributors, L.P. attached as Exhibit.
(2) Administration and Service Agreement. Form of Administration
and Service Agreement (as amended November 1995) incorporated
into this filing by reference to Post-Effective Amendment No.
21 filed November 24, 1995.
(3) Dealer's Agreement. Attached as Exhibit.
(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. 22 filed October
30, 1996.
(f) Inapplicable.
(g) Custodian Agreement.
(1) Executed Custodian Agreement (May 1996) with The Chase
Manhattan Bank incorporated into this filing by reference to
Post-Effective Amendment No. 24 filed October 28, 1998.
(2) Executed Securities Lending Agreement (December 22, 1998) with
The Chase Manhattan Bank attached as Exhibit.
(3) Executed Letter to add Delaware Tax-Free USA Fund, Delaware
Tax-Free Insured Fund and Delaware Tax-Free USA Intermediate
Fund to Schedule A of the Global Custody Agreement with The
Chase Manhattan Bank incorporated into this filing by reference
to Post-Effective Amendment No. 24 filed October 28, 1998.
(h) Other Material Contracts.
(1) Executed Shareholders Services Agreement (June 29, 1988)
between Delaware Service Company, Inc. and the Registrant on
behalf of Delaware Tax-Free USA Fund incorporated into this
filing by to Post-Effective Amendment No. 22 filed October 30,
1996.
<PAGE>
(2) Executed Shareholders Services Agreement (June 29, 1988)
between Delaware Service Company, Inc. and the Registrant on
behalf of Delaware Tax-Free Insured Fund incorporated into this
filing by reference to Post-Effective Amendment No. 22 filed
October 30, 1996.
(3) Executed Shareholders Services Agreement (November 10, 1992)
between Delaware Service Company, Inc. and the Registrant on
behalf of Delaware Tax-Free USA Intermediate Fund incorporated
into this filing by reference to Post-Effective Amendment No.
22 filed October 30, 1996.
(4) Executed Adoption Agreement relating to the Shareholders
Services Agreements (November 1, 1999) between the Registrant
and Delaware Service Company, Inc. attached as Exhibit.
(5) Executed Schedule A (April 20, 2000) to the Shareholders
Services Agreements between Delaware Service Company, Inc. and
the Registrant attached as Exhibit.
(6) Executed Delaware Group of Funds Fund Accounting Agreement
(August 19, 1996) between Delaware Service Company, Inc. and
the Registrant incorporated into this filing by reference to
Post-Effective Amendment No. 22 filed October 30, 1996.
(i) Opinion of Counsel. Incorporated into this filing by reference to
Post-Effective Amendment No. 25 filed August 16, 1999.
(j) Consent and Report of Auditors. Attached as Exhibit.
(k) Inapplicable.
(l) Undertaking of Initial Shareholders. Incorporated in this
filing by reference to Pre-Effective Amendment No. 1 filed
November 22, 1983.
(m) Plans under Rule 12b-1.
(1) Executed Plan under Rule 12b-1 for Delaware Tax-Free USA Fund A
Class (November 29, 1995) incorporated into this filing by
reference to Post-Effective Amendment No. 22 filed October 30,
1996.
(2) Executed Plan under Rule 12b-1 for Delaware Tax-Free USA Fund B
Class (November 29, 1995) incorporated into this filing by
reference to Post-Effective Amendment No. 22 filed October 30,
1996.
(3) Executed Plan under Rule 12b-1 for Delaware Tax-Free USA Fund C
Class (November 29, 1995) incorporated into this filing by
reference to Post-Effective Amendment No. 22 filed October 30,
1996.
(4) Executed Plan under Rule 12b-1 for Delaware Tax-Free Insured
Fund A Class (November 29, 1995) incorporated into this filing
by reference to Post-Effective Amendment No. 22 filed October
30, 1996.
(5) Executed Plan under Rule 12b-1 for Delaware Tax-Free Insured
Fund B Class (November 29, 1995) incorporated into this filing
by reference to Post-Effective Amendment No. 22 filed October
30, 1996.
<PAGE>
(6) Executed Plan under Rule 12b-1 for Delaware Tax-Free Insured
Fund C Class (November 29, 1995) incorporated into this filing
by reference to Post-Effective Amendment No. 22 filed October
30, 1996.
(7) Executed Plan under Rule 12b-1 for Delaware Tax-Free USA
Intermediate Fund A Class (November 29, 1995) incorporated into
this filing by reference to Post-Effective Amendment No. 22
filed October 30, 1996.
(8) Executed Plan under Rule 12b-1 for Delaware Tax-Free USA
Intermediate Fund B Class (November 29, 1995) incorporated into
this filing by reference to Post-Effective Amendment No. 22
filed October 30, 1996.
(9) Executed Plan under Rule 12b-1 for Delaware Tax-Free USA
Intermediate Fund C Class (November 29, 1995) incorporated into
this filing by reference to Post-Effective Amendment No. 22
filed October 30, 1996.
(n) Inapplicable.
(o) Inapplicable.
(p) Codes of Ethics. Codes of Ethics for the Registrant, Delaware
Management Company, a series of Delaware Management Business Trust,
and Delaware Distributors, L.P. attached as Exhibit.
(q) Power of Attorney. Incorporated into this filing by reference to
Post-Effective Amendment No. 25 filed August 16, 1999.
Item 24. Persons Controlled by or under Common Control with Registrant. None.
Item 25. Indemnification. Article VI of the By-Laws incorporated into this
filing by reference to Post-Effective Amendment No. 25 filed August 16,
1999.
Item 26. Business and Other Connections of Investment Adviser.
Delaware Management Company, a series of Delaware Management Business
Trust, (the "Manager") serves as investment manager to the Registrant
and also serves as investment manager or sub-adviser to certain of the
other funds in the Delaware Investments family (Delaware Group Equity
Funds I, Delaware Group Equity Funds II, Delaware Group Equity Funds
III, Delaware Group Equity Funds IV, Delaware Group Equity Funds V,
Delaware Group Government Fund, Delaware Group Income Funds, Delaware
Group Limited-Term Government Funds, Delaware Group Cash Reserve,
Delaware Group State Tax-Free Income Trust, Delaware Group Tax-Free
Money Fund, Delaware Group Premium Fund, Delaware Group Global &
International Funds, Delaware Pooled Trust, Delaware Group Adviser
Funds, Delaware Group Dividend and Income Fund, Inc., Delaware Group
Global Dividend and Income Fund, Inc., Delaware Group Foundation Funds,
Voyageur Intermediate Tax-Free Funds, Voyageur Tax-Free Funds, Voyageur
Funds, Voyageur Insured Funds, Voyageur Investment Trust, Voyageur
Mutual Funds, Voyageur Mutual Funds II, Voyageur Mutual Funds III,
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.) as well as to certain non-affiliated registered investment
companies. In addition, certain officers of the Manager also serve as
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
<PAGE>
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>
------------------------------------------------- --------------------------------------------------------------------------------
Positions and Offices with Delaware Management Company and its affiliates and
Name and Principal Business Address* other Positions and Offices Held
<S> <C>
------------------------------------------------- --------------------------------------------------------------------------------
Charles E. Haldeman, Jr. (1) Chief Executive Officer of Delaware Management Company (a series of Delaware
Management Business Trust); President, Chief Executive Officer and Director of
Delaware Management Holdings, Inc.; Chief Executive Officer and Director of
DMH Corp.; Chief Executive Officer and Director of Delvoy, Inc.; Chief
Executive Officer and Director of Delaware Management Company, Inc.; Chief
Executive Officer and Trustee of Delaware Management Business Trust, Director
of Delaware Service Company, Inc.; Director of Delaware Capital Management,
Inc.; Director of Retirement Financial Services, Inc.; Director of Delaware
Distributors, Inc.; Chief Executive Officer and Director of Delaware
International Holdings Ltd.; Chairman and Director of Delaware International
Advisers Ltd.; Chief Executive Officer of Delaware General Management, Inc.
Chairman, Chief Executive Officer and Director of Vantage Global Advisors, Inc.
------------------------------------------------- --------------------------------------------------------------------------------
David K. Downes President of Delaware Management Company (a series of Delaware Management
Business Trust); President and Director of Delaware Management Company, Inc.;
President, Chief Executive Officer and Director of Delaware Capital
Management, Inc.; Chairman, President, Chief Executive Officer and Director of
Delaware Service Company, Inc.; President, Chief Operating Officer, Chief
Financial Officer and Director of Delaware International Holdings Ltd.;
President, Chief Operating Officer and Director of Delaware General
Management, Inc.; Chairman and Director of Delaware Management Trust Company;
Chairman and Director of Retirement Financial Services, Inc.; Executive Vice
President, Chief Operating Officer, Chief Financial Officer of Delaware
Management Holdings, Inc.; Executive Vice President, Chief Operating Officer,
Chief Financial Officer of Founders CBO Corporation; Executive Vice President,
Chief Operating Officer, Chief Financial Officer of Delaware Investment
Advisers (a series of Delaware Management Business Trust); 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 Delaware Distributors, Inc.; Executive Vice President,
Chief Operating Officer, Chief Financial Officer of Delaware Distributors,
L.P.; Executive Vice President, Chief Operating Officer, Chief Financial
Officer and Director of Founders Holdings, Inc.; Executive Vice President,
Chief Operating Officer, Chief Financial Officer and Director of Delvoy, Inc.;
Executive Vice President, Chief Operating Officer, Chief Financial Officer and
Trustee of Delaware Management Business Trust; Director of Delaware
International Advisers Ltd.; President, Chief Executive Officer, Chief
Financial Officer and Trustee/Director of each fund in the Delaware
Investments family
Executive Vice President, Chief Operating Officer, Chief Financial Officer and
Director of Vantage Global Advisors, Inc.
------------------------------------------------- --------------------------------------------------------------------------------
John C. E. Campbell Executive Vice President/Global Marketing & Client Services of Delaware
Management Company (a series of Delaware Management Business Trust); Executive
Vice President/Global Marketing & Client Services of Delaware Investment
Advisers (a series of Delaware Management Business Trust); Executive Vice
President/Global Marketing & Client Services of Retirement Financial Services,
Inc.; Director of Delaware International Advisers Ltd.
Executive Vice President/Marketing & Client Services of Vantage Global
Advisors, Inc.
------------------------------------------------- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------- --------------------------------------------------------------------------------
Positions and Offices with Delaware Management Company and its affiliates and
Name and Principal Business Address* other Positions and Offices Held
<S> <C>
------------------------------------------------- --------------------------------------------------------------------------------
William E. Dodge (2) Executive Vice President and Chief Investment Officer, Equity of Delaware
Management Company (a series of Delaware Management Business Trust); Executive
Vice President of Delaware Management Business Trust; President and Chief
Investment Officer, Equity of Delaware Investment Advisers (a series of
Delaware Management Business Trust); Executive Vice President of Delaware
Capital Management, Inc.; Executive Vice President and Chief Investment
Officer, Equity of each fund in the Delaware Investments family.
Executive Vice President/Equities and Director of Vantage Global Advisors, Inc.
------------------------------------------------- --------------------------------------------------------------------------------
Jude T. Driscoll (3) Executive Vice President/Head of Fixed-Income of Delaware Management Company
(a series of Delaware Management Business Trust); Executive Vice President/Head
of Fixed-Income of Delaware Investment Advisers (a series of Delaware Management
Business Trust); Executive Vice President of Delaware Management Business Trust;
Executive Vice President of Delaware Capital Management, Inc.; Executive Vice
President/Head of Fixed-Income of each fund in the Delaware Investments family
------------------------------------------------- --------------------------------------------------------------------------------
Richard J. Flannery Executive Vice President/General Counsel of Delaware Management Company (a
series of Delaware Management Business Trust); Executive Vice
President/General Counsel of Delaware Management Holdings, Inc.; Executive
Vice President/General Counsel of Delaware Investment Advisers (a series of
Delaware Management Business Trust); Executive Vice President/General Counsel
of Founders CBO Corporation; Executive Vice President/General Counsel and
Director of Delaware International Holdings Ltd.; Executive Vice
President/General Counsel and Director of Founders Holdings, Inc.; Executive
Vice President/General Counsel and Director of Delvoy, Inc.; Executive Vice
President/General Counsel and Director of DMH Corp.; 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/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
Distributors, Inc.; Executive Vice President/General Counsel of Delaware
Distributors, L.P.; Executive Vice President/General Counsel and Director of
Delaware Management Trust Company; Executive Vice President/General Counsel
and Director of Delaware General Management, Inc.; Director of Delaware
International Advisers Ltd.; Director of HYPPCO Finance Company Ltd.;
Executive Vice President and General Counsel of each fund in the Delaware
Investments family
Executive Vice President/General Counsel and Director of Vantage Global
Advisors, Inc.
Limited Partner of Stonewall Links, L.P. since 1991, Bulltown Rd., Elverson,
PA; Director and Member of Executive Committee; Membership Officer of
Stonewall Links, Inc. since 1991, Bulltown Rd., Elverson, PA
------------------------------------------------- --------------------------------------------------------------------------------
Richard G. Unruh, Jr. Executive Vice President and Chief Investment Officer of Delaware Management
Company (a series of Delaware Management Business Trust); Director of Delaware
International Advisers Ltd.; Chief Executive Officer and Chief Investment Officer
of Delaware Investment Advisers (a series of Delaware Management Business
Trust); Executive Vice President of Delaware Management Holdings, Inc.;
Executive Vice President of Delaware Capital Management, Inc.; Executive Vice
President and Trustee of Delaware Management Business Trust; Executive Vice
President and Chief Investment Officer, Fixed-Income 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
------------------------------------------------- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------- --------------------------------------------------------------------------------
Positions and Offices with Delaware Management Company and its affiliates and
Name and Principal Business Address* other Positions and Offices Held
<S> <C>
------------------------------------------------- --------------------------------------------------------------------------------
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 and Director of
Delaware Management Trust Company; Senior Vice President/Operations of
Delaware Distributors, L.P.
------------------------------------------------- --------------------------------------------------------------------------------
Michael P. Bishof Senior Vice President/Investment Accounting of Delaware Management Company (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/Investment Accounting of Delaware Distributors L.P.; Senior
Vice President/Investment Accounting of Founders Holdings, Inc.; Senior Vice
President/Treasurer/ Investment Accounting of Delaware Investment Advisers (a
series of Delaware Management Business Trust); Senior Vice President/Manager
of Investment Accounting of Delaware International Holdings, Inc.; Senior Vice
President/Assistant Treasurer of Founders CBO Corporation; Senior Vice
President/Treasurer of each fund in the Delaware Investments family
Senior Vice President/Investment Accounting of Vantage Global Advisors, Inc.
------------------------------------------------- --------------------------------------------------------------------------------
Lisa O. Brinkley Senior Vice President/Compliance Director of Delaware Management Company (a
series of Delaware Management Business Trust); Senior Vice
President/Compliance Director of Delaware Management Holdings, Inc.; Senior
Vice President/Compliance Director of DMH Corp.; Senior Vice
President/Compliance Director of Delvoy, Inc.; Senior Vice
President/Compliance Director of Delaware Management Company, Inc.; Senior
Vice President/Compliance Director of Delaware Management Business Trust;
Senior Vice President/Compliance Director of Delaware Investment Advisers (a
series of Delaware Management Business Trust); Senior Vice
President/Compliance Director of Delaware Service Company, Inc.; Senior Vice
President/Compliance Director of Delaware Capital Management, Inc.; Senior
Vice President/Compliance Director of Retirement Financial Services, Inc.;
Senior Vice President/Compliance Director/Assistant Secretary of Delaware
Management Trust Company; Senior Vice President/Compliance Director of
Delaware Distributors, Inc.; Senior Vice President/Compliance Director of
Delaware Distributors, L.P.; Senior Vice President/Compliance Director of
Delaware General Management, Inc.; Senior Vice President/Compliance Director
of each fund in the Delaware Investments family
Senior Vice President of Vantage Global Advisors, Inc.
------------------------------------------------- --------------------------------------------------------------------------------
Joshua Brooks Senior Vice President/Deputy To Chief Executive Officer of Delaware Management
Company (a series of Delaware Management Business Trust); Senior Vice
President/Deputy To Chief Executive Officer of Delaware Investment Advisers (a
series of Delaware Management Business Trust); Senior Vice President/Deputy To
Chief Executive Officer of Delaware Management Holdings, Inc.
Managing Director of Vantage Global Advisors, Inc.
------------------------------------------------- --------------------------------------------------------------------------------
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.
Senior Vice President/Equity Trading of Vantage Global Advisors, Inc.
------------------------------------------------- --------------------------------------------------------------------------------
Roger A. Early Senior Vice President/Senior Portfolio Manager of Delaware Management Company (a
series 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 each fund in
the Delaware Investments family
Vice President of Vantage Global Advisors, Inc.
------------------------------------------------- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------- --------------------------------------------------------------------------------
Positions and Offices with Delaware Management Company and its affiliates and
Name and Principal Business Address* other Positions and Offices Held
<S> <C>
------------------------------------------------- --------------------------------------------------------------------------------
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 Management,
Inc.; Senior Vice President/Senior Portfolio Manager of each fund in the
Delaware Investments family
------------------------------------------------- --------------------------------------------------------------------------------
Gerald S. Frey Senior Vice President/Senior Portfolio Manager of Delaware Management Company
(a series 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 Management, Inc.; Senior Vice President/Senior Portfolio
Manager of each fund in the Delaware Investments family
------------------------------------------------- --------------------------------------------------------------------------------
Susan L. Hanson Senior Vice President/Global Marketing & Client Services of Delaware
Management Company (a series of Delaware Management Business Trust); Senior
Vice President/Global Marketing & Client Services of Delaware Investment
Advisers (a series of Delaware Management Business Trust)
------------------------------------------------- --------------------------------------------------------------------------------
Joseph H. Hastings Senior Vice President/Corporate Controller and Treasurer of Delaware
Management Company (a series of Delaware Management Business Trust); Senior
Vice President/Corporate Controller and Treasurer of Delaware Management
Holdings, Inc.; Senior Vice President/Corporate Controller and Treasurer of
DMH Corp.; Senior Vice President/Corporate Controller and Treasurer of
Delaware Management Company, Inc.; Senior Vice President/Corporate Controller
and Treasurer of Delaware Distributors, L.P.; Senior Vice President/Corporate
Controller and Treasurer of Delaware Distributors, Inc.; Senior Vice
President/Corporate Controller and Treasurer of Delaware Service Company,
Inc.; Senior Vice President/Corporate Controller and Treasurer of Delaware
Capital Management, Inc.; Senior Vice President/Corporate Controller and
Treasurer of Delaware International Holdings Ltd.; Senior Vice
President/Corporate Controller and Treasurer of Delvoy, Inc.; Senior Vice
President/Corporate Controller and Treasurer of Founders Holdings, Inc.;
Senior Vice President/Corporate Controller and Treasurer of Delaware
Management Business Trust; Senior Vice President/Corporate Controller and
Treasurer of Delaware General Management, Inc.; Executive Vice President/Chief
Financial Officer/Treasurer of Delaware Management Trust Company; Chief
Financial Officer of Retirement Financial Services, Inc.; Senior Vice
President/Assistant Treasurer of Founders CBO Corporation; Senior Vice
President/Corporate Controller of Delaware Investment Advisers (a series of
Delaware Management Business Trust); Senior Vice President/Corporate
Controller of each fund in the Delaware Investments family
Senior Vice President/Corporate Controller of Vantage Global Advisors, Inc.
------------------------------------------------- --------------------------------------------------------------------------------
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 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 Delaware General Management, Inc.; Senior Vice President/Human
Resources of each fund in the Delaware Investments family
Senior Vice President/Human Resources of Vantage Global Advisors, Inc.
------------------------------------------------- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------- --------------------------------------------------------------------------------
Positions and Offices with Delaware Management Company and its affiliates and
Name and Principal Business Address* other Positions and Offices Held
<S> <C>
------------------------------------------------- --------------------------------------------------------------------------------
Richelle S. Maestro Senior Vice President, Secretary and Deputy General Counsel of Delaware
Management Company (a series of Delaware Management Business Trust); Senior
Vice President, Secretary and Deputy General Counsel of Delaware Management
Holdings, Inc.; Senior Vice President, 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, Secretary and Deputy
General Counsel of Delaware Management Business Trust; Senior Vice President,
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, Secretary and Deputy General Counsel
of Retirement Financial Services, Inc.; Senior Vice President, Secretary and
Deputy General Counsel of Delaware Distributors, Inc.; Senior Vice President,
Secretary and Deputy General Counsel of Delaware Distributors, L.P.; Senior
Vice President and Secretary of Delaware International Holdings Ltd.; Senior
Vice President, Secretary and Deputy General Counsel of Founders Holdings,
Inc.; Secretary of Founders CBO Corporation; Senior Vice President, Secretary
and Deputy General Counsel of Delaware Management Trust Company; Senior Vice
President, Secretary and Deputy General Counsel of Delaware General
Management, Inc.; Senior Vice President, 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.
------------------------------------------------- --------------------------------------------------------------------------------
Paul M. Ross Senior Vice President/Global Marketing & Client Services of Delaware
Management Company (a series of Delaware Management Business Trust); Senior
Vice President/Global Marketing & Client Services of Delaware Investment
Advisers (a series of Delaware Management Business Trust)
------------------------------------------------- --------------------------------------------------------------------------------
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.
Senior Vice President/Chief Information Officer of Vantage Global Advisors, Inc.
------------------------------------------------- --------------------------------------------------------------------------------
Frank M. Staves Senior Vice President/Client Services of Delaware Management Company (a series
of Delaware Management Business Trust); Senior Vice President/Client Services
of Delaware Investment Advisers (a series of Delaware Management Business Trust)
------------------------------------------------- --------------------------------------------------------------------------------
Gary T. Abrams Vice President/Equity Trader of Delaware Management Company (a series of
Delaware Management Business Trust); Vice President/Equity Trader of Delaware
Investment Advisers (a series of Delaware Management Business Trust)
Vice President/Equity Trading of Vantage Global Advisors, Inc.
------------------------------------------------- --------------------------------------------------------------------------------
Christopher S. Adams Vice President/Senior Equity Analyst of Delaware Management Company (a series
of Delaware Management Business Trust); Vice President/Senior Equity Analyst
of Delaware Investment Advisers (a series of Delaware Management Business Trust)
Vice President of Vantage Global Advisors, Inc.
------------------------------------------------- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------- --------------------------------------------------------------------------------
Positions and Offices with Delaware Management Company and its affiliates and
Name and Principal Business Address* other Positions and Offices Held
<S> <C>
------------------------------------------------- --------------------------------------------------------------------------------
Peter C. Andersen (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
------------------------------------------------- --------------------------------------------------------------------------------
Damon J. Andres 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
------------------------------------------------- --------------------------------------------------------------------------------
Robert L. Arnold 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
------------------------------------------------- --------------------------------------------------------------------------------
Marshall T. Bassett 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
------------------------------------------------- --------------------------------------------------------------------------------
Joseph Baxter (5) Vice President/Senior Municipal Bond Trader of Delaware Management Company (a
series of Delaware Management Business Trust); Vice President/Senior Municipal
Bond Trader of Delaware Investment Advisers (a series of Delaware Management
Business Trust)
------------------------------------------------- --------------------------------------------------------------------------------
Christopher S. Beck 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. Biester Vice President/Equity Trader of Delaware Management Company (a series of
Delaware Management Business Trust); Vice President/Equity Trader of Delaware
Investment Advisers (a series of Delaware Management Business Trust)
Vice President/Equity Trading of Vantage Global Advisors, Inc.
------------------------------------------------- --------------------------------------------------------------------------------
Vincent A. Brancaccio Vice President/Senior Equity Trader of Delaware Management Company (a series
of Delaware Management Business Trust); Vice President/Senior Equity Trader of
Delaware Investment Advisers (a series of Delaware Management Business Trust)
------------------------------------------------- --------------------------------------------------------------------------------
Ryan K. Brist (6) Vice President/Head of Fixed-Income Trading of Delaware Management Company (a
series of Delaware Management Business Trust); Vice President/head of
Fixed-Income Trading of Delaware Investment Advisers (a series of Delaware
Management Business Trust)
------------------------------------------------- --------------------------------------------------------------------------------
Michael P. Buckley Vice President/Portfolio Manager and Senior Municipal Bond Analyst of Delaware
Management Company (a series of Delaware Management Business Trust); Vice
President/Portfolio Manager and Senior Municipal Bond Analyst of Delaware
Investment Advisers (a series of Delaware Management Business Trust); Vice
President/Portfolio Manager and Senior Municipal Bond Analyst 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 Delaware Distributors, Inc.; Vice
President/Client Services of Delaware General Management, Inc.; Vice
President/Client Services of each fund in the Delaware Investments family
------------------------------------------------- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------- --------------------------------------------------------------------------------
Positions and Offices with Delaware Management Company and its affiliates and
Name and Principal Business Address* other Positions and Offices Held
<S> <C>
------------------------------------------------- --------------------------------------------------------------------------------
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 Capital Management, Inc.; Vice President/Portfolio
Manager of each fund in the Delaware Investments family
------------------------------------------------- --------------------------------------------------------------------------------
Donald M. Cobin (7) Vice President/Director of Research of Delaware Management Company (a series
of Delaware Management Business Trust); Vice President/Director of Research of
Delaware Investment Advisers (a series of Delaware Management Business Trust);
Vice President/Director of Research of each funds in the Delaware Investments
family
------------------------------------------------- --------------------------------------------------------------------------------
Mitchell L. Conery 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
------------------------------------------------- --------------------------------------------------------------------------------
David F. Connor (8) Vice President/Deputy General Counsel/Assistant Secretary of Delaware
Management Company (a series of Delaware Management Business Trust); Vice
President/Deputy General Counsel/Assistant Secretary of Delaware Investment
Advisers (a series of Delaware Management Business Trust); Vice
President/Deputy General Counsel/Assistant Secretary of Delaware Management
Business Trust; Vice President/Deputy General Counsel/Assistant Secretary of
Delaware Service Company, Inc.; Vice President/Deputy General
Counsel/Assistant Secretary of Delaware Capital Management, Inc.; Vice
President/Deputy General Counsel/Assistant Secretary of Delaware Management
Trust Company; Vice President/Deputy General Counsel/Assistant Secretary of
Delaware Distributors, L.P.; Vice President/Deputy General Counsel/Assistant
Secretary of Retirement Financial Services, Inc.; Vice President/Deputy
General Counsel/Assistant Secretary 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);
Vice President/Senior Portfolio Manager for each fund in the Delaware Investments
family
Managing Director of Vantage Global Advisors, Inc.
------------------------------------------------- --------------------------------------------------------------------------------
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
------------------------------------------------- --------------------------------------------------------------------------------
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); Director of Delaware International Advisers Ltd.; Vice
President/Senior Portfolio Manager of each fund in the Delaware Investments
family
------------------------------------------------- --------------------------------------------------------------------------------
James Paul Dokas 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
Managing Director of Vantage Global Advisors, Inc.
------------------------------------------------- --------------------------------------------------------------------------------
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
------------------------------------------------- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------- --------------------------------------------------------------------------------
Positions and Offices with Delaware Management Company and its affiliates and
Name and Principal Business Address* other Positions and Offices Held
<S> <C>
------------------------------------------------- --------------------------------------------------------------------------------
Joel A. Ettinger 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 Delaware General Management, Inc.; Vice
President/Taxation of each fund in the Delaware Investments family
Vice President/Taxation and Assistant Secretary of Vantage Global Advisors, Inc.
------------------------------------------------- --------------------------------------------------------------------------------
Phoebe W. Figland Vice President/Investment Accounting of Delaware Management Company (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
------------------------------------------------- --------------------------------------------------------------------------------
John P. Finnegan Vice President/Investment Accounting of Delaware Management Company (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
------------------------------------------------- --------------------------------------------------------------------------------
Joseph Fiorilla Vice President/Trading Operations of Delaware Management Company (a series of
Delaware Management Business Trust); Vice President/Trading Operations of
Delaware Investment Advisers (a series of Delaware Management Business Trust)
------------------------------------------------- --------------------------------------------------------------------------------
Charles E. Fish Vice President/Senior Equity Trader of Delaware Management Company (a series
of Delaware Management Business Trust); Vice President/Senior Equity Trader of
Delaware Investment Advisers (a series of Delaware Management Business Trust)
------------------------------------------------- --------------------------------------------------------------------------------
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 Trader of Delaware Management Company (a series of
Delaware Management Business Trust);Vice President/Equity Trader of Delaware
Investment Advisers (a series of Delaware Management Business Trust)
Vice President/Equity Trading of Vantage Global Advisors, Inc.
------------------------------------------------- --------------------------------------------------------------------------------
Andrea Giles 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
------------------------------------------------- --------------------------------------------------------------------------------
Robert E. Ginsberg Vice President/Senior Equity Analyst of Delaware Management Company (a series
of Delaware Management Business Trust); Vice President/Senior Equity Analyst
of Delaware Investment Advisers (a series of Delaware Management Business Trust)
------------------------------------------------- --------------------------------------------------------------------------------
Barry Gladstein Vice President/Equity Analyst of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Equity Analyst of Delaware Investment
Advisers (a series of Delaware Management Business Trust); Vice President/Equity
Analyst of Delaware Capital Management, Inc.
------------------------------------------------- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------- --------------------------------------------------------------------------------
Positions and Offices with Delaware Management Company and its affiliates and
Name and Principal Business Address* other Positions and Offices Held
<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 Delaware Capital Management, Inc.; Vice
President/Portfolio Manager of each fund in the Delaware Investments family
------------------------------------------------- --------------------------------------------------------------------------------
Brian T. Hannon Vice President/Equity Analyst of Delaware Management Company (a series of
Delaware Management Business Trust); Vice President/Equity Analyst of Delaware
Investment Advisers (a series of Delaware Management Business Trust)
------------------------------------------------- --------------------------------------------------------------------------------
John A. Heffern 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
------------------------------------------------- --------------------------------------------------------------------------------
Stuart N. Hosansky 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
------------------------------------------------- --------------------------------------------------------------------------------
Francis J. Houghton, Jr. (9) 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 of Delaware Distributors, Inc.; Vice
President/Senior Portfolio Manager of each fund in the Delaware Investments
family; Executive Vice President of Delaware General Management, Inc.
------------------------------------------------- --------------------------------------------------------------------------------
Elizabeth H. Howell 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
------------------------------------------------- --------------------------------------------------------------------------------
Christian Hyldahl (10) Vice President/Senior Equity Analyst of Delaware Management Company (a series
of Delaware Management Business Trust); Vice President/Senior Equity Analyst
of Delaware Investment Advisers (a series of Delaware Management Business
Trust); Vice President/Senior Equity Analyst of each fund in the Delaware
Investments family
------------------------------------------------- --------------------------------------------------------------------------------
Jeffrey W. Hynoski 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
------------------------------------------------- --------------------------------------------------------------------------------
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
------------------------------------------------- --------------------------------------------------------------------------------
John B. Jares (11) 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
------------------------------------------------- --------------------------------------------------------------------------------
Audrey E. Kohart Vice President/Assistant Controller, Corporate Accounting of Delaware
Management Company (a series of Delaware Management Business Trust); Vice
President/Assistant Controller, Corporate Accounting of Delaware Investment
Advisers (a series of Delaware Management Business Trust)
------------------------------------------------- --------------------------------------------------------------------------------
Steven T. Lampe 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
------------------------------------------------- --------------------------------------------------------------------------------
SooHee Lee 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)
------------------------------------------------- --------------------------------------------------------------------------------
Michael E. Leverone (12) 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)
------------------------------------------------- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------- --------------------------------------------------------------------------------
Positions and Offices with Delaware Management Company and its affiliates and
Name and Principal Business Address* other Positions and Offices Held
<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
Management Holdings, Inc.; Vice President, Assistant Secretary and Associate
General Counsel of Delvoy, Inc.; 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 DMH Corp.;
Vice President, Assistant Secretary and Associate General Counsel of Delaware
Management Company, Inc.; Vice President, Assistant Secretary and Associate
General Counsel of Delaware Management Business Trust; Vice President,
Assistant Secretary and Associate General Counsel of each fund in the Delaware
Investments family
------------------------------------------------- --------------------------------------------------------------------------------
Andrew M. McCullagh, Jr. 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
------------------------------------------------- --------------------------------------------------------------------------------
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
------------------------------------------------- --------------------------------------------------------------------------------
Michael Morris (13) Vice President/Senior Equity Analyst of Delaware Management Company (a series
of Delaware Management Business Trust); Vice President/Senior Equity Analyst
of Delaware Investment Advisers (a series of Delaware Management Business Trust)
------------------------------------------------- --------------------------------------------------------------------------------
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; Director of HYPPCO Finance Company Ltd.; Vice President/Senior
Portfolio Manager of each fund in the Delaware Investments family
------------------------------------------------- --------------------------------------------------------------------------------
Robert A. Norton, Jr. Vice President/Equity Analyst of Delaware Management Company (a series of
Delaware Management Business Trust); Vice President/Equity Analyst of Delaware
Investment Advisers (a series of Delaware Management Business Trust)
------------------------------------------------- --------------------------------------------------------------------------------
Patrick J. O'Brien (14) Vice President/Senior Equity Analyst of Delaware Management Company (a series
of Delaware Management Business Trust); Vice President/Senior Equity Analyst
of Delaware Investment Advisers (a series of Delaware Management Business Trust)
------------------------------------------------- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------- --------------------------------------------------------------------------------
Positions and Offices with Delaware Management Company and its affiliates and
Name and Principal Business Address* other Positions and Offices Held
<S> <C>
------------------------------------------------- --------------------------------------------------------------------------------
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
Management Holdings, Inc.; Vice President, Assistant Secretary and Associate
General Counsel of Delvoy, Inc.; 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 DMH Corp.;
Vice President, Assistant Secretary and Associate General Counsel of Delaware
Management Company, Inc.; Vice President, Assistant Secretary and Associate
General Counsel of Delaware Management Business Trust; Vice President,
Assistant Secretary and Associate General Counsel of each fund in the Delaware
Investments family
Vice President, Assistant Secretary and Associate General Counsel of Vantage
Global Advisors, Inc.
------------------------------------------------- --------------------------------------------------------------------------------
John J. O'Connor Vice President/Investment Accounting of Delaware Management Company (a series
of Delaware Management Business Trust); Vice President/Investment
Accounting/Assistant Treasurer of Delaware Investment Advisers (a series of
Delaware Management Business Trust); Vice President/Investment Accounting of
Delaware Service Company, Inc.; Vice President/Assistant Treasurer of each
fund in the Delaware Investments family
------------------------------------------------- --------------------------------------------------------------------------------
Tim Rabe (15) Vice President/High-Yield Trader of Delaware Management Company (a series of
Delaware Management Business Trust); Vice President/High-Yield Trader of
Delaware Investment Advisers (a series of Delaware Management Business Trust)
------------------------------------------------- --------------------------------------------------------------------------------
Richard Salus Vice President/Assistant Controller of Delaware Management Company (a series
of Delaware Management Business Trust); Vice President/Assistant Controller of
Delaware Investment Advisers (a series of Delaware Management Business Trust);
Vice President/Assistant Controller of Delvoy, Inc.; Vice President/Assistant
Controller of Delaware Management Company, Inc.; Vice President/Assistant
Controller of Delaware Management Trust Company; Vice President/Assistant
Controller of Delaware Management Business Trust; Vice President/Assistant
Controller of Delaware Service Company, Inc.; Vice President/Assistant
Controller of Delaware Capital Management, Inc.; Vice President/Assistant
Controller of Retirement Financial Services, Inc.; Vice President/Assistant
Controller of Delaware Distributors, L.P.; Vice President/Assistant Controller
of Delaware Distributors, Inc.; Vice President/Assistant Controller of
Delaware International Holdings Ltd.; Vice President/Assistant Controller of
Delaware General Management, Inc.; Vice President/Assistant Controller of
Delaware Management Holdings, Inc.; Vice President/Assistant Controller of DMH
Corp.
Vice President/Assistant Controller of Vantage Global Advisors, Inc.
------------------------------------------------- --------------------------------------------------------------------------------
Robert D. Schwartz (16) 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/Assistant Secretary of Delaware General Management, Inc.; Vice
President fo Delaware Distributors, Inc.; Vice President/ Portfolio Manager of
each fund in the Delaware Investments family
------------------------------------------------- --------------------------------------------------------------------------------
Richard D. Seidel Vice President/Assistant Controller/Manager, Payroll of Delaware Management
Company (a series of Delaware Management Business Trust); Vice
President/Assistant Controller/Manager, Payroll of Delaware Investment
Advisers (a series of Delaware Management Business Trust)
------------------------------------------------- --------------------------------------------------------------------------------
Michael T. Taggart Vice President/Facilities and Administrative Services of Delaware Management
Company (a series of Delaware Management Business Trust);Vice
President/Facilities and Administrative Services of Delaware Investment
Advisers (a series of Delaware Management Business Trust); Vice
President/Facilities and Administrative Services of Delaware Service Company,
Inc.; Vice President/Facilities and Administrative Services of Delaware
Distributors, L.P.
------------------------------------------------- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------- --------------------------------------------------------------------------------
Positions and Offices with Delaware Management Company and its affiliates and
Name and Principal Business Address* other Positions and Offices Held
<S> <C>
------------------------------------------------- --------------------------------------------------------------------------------
Ward W. Tatge (17) Vice President/Senior Research Analyst of Delaware Management Company (a
series of Delaware Management Business Trust); Vice President/Senior Research
Analyst of Delaware Investment Advisers (a series of Delaware Management
Business Trust); Vice President/Senior Research Analyst of each fund in the
Delaware Investments family
------------------------------------------------- --------------------------------------------------------------------------------
Thomas J. Trotman 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
------------------------------------------------- --------------------------------------------------------------------------------
Lori P. Wachs 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
------------------------------------------------- --------------------------------------------------------------------------------
Laura Wagner Vice President/Investment Accounting of Delaware Management Company (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
------------------------------------------------- --------------------------------------------------------------------------------
James J. Wright (18) Vice President/Senior Equity Analyst of Delaware Management Company (a series
of Delaware Management Business Trust); Vice President/Senior Equity Analyst
of Delaware Investment Advisers (a series of Delaware Management Business
Trust); Vice President/Senior Equity Analyst of each fund in the Delaware
Investments family
------------------------------------------------- --------------------------------------------------------------------------------
</TABLE>
*Business Address is One Commerce Square, Philadelphia, PA 19103.
--------------------------------------------------------------------------------
(1) PRESIDENT, CHIEF OPERATING OFFICER AND DIRECTOR, United Asset Management,
Boston, MA March 1998-January 2000.
(2) PRESIDENT, DIRECTOR OF MARKETING AND SENIOR PORTFOLIO MANAGER, Marvin &
Palmer Associates, Wilmington, DE 1996-1998.
(3) SENIOR VICE PRESIDENT AND DIRECTOR, Conseco Capital Management,
Indianapolis, IN, June 1998 to August 2000.
(4) PORTFOLIO MANAGER Conseco Capital Management, Indianapolis, IN, December
1997-July 2000.
(5) VICE PRESIDENT/PORTFOLIO MANAGER, First Union National Bank, Philadelphia,
PA, May 1982-August 1999.
(6) SENIOR TRADER/CORPORATE SPECIALIST, Conseco Capital Management,
Indianapolis, IN, August 1995-August 2000.
(7) ASSISTANT VICE PRESIDENT/SENIOR SECURITIES ANALYST, Conseco Capital
Management, Indianapolis, IN, 1997 to August 2000.
(8) ASSISTANT GENERAL COUNSEL, Prudential Investments, Newark, NJ, March
1998-July 2000.
(9) PRESIDENT AND PORTFOLIO MANAGER, Lynch and Mayer, Inc., New York, NY
January 1990-February 2000.
(10) REGIONAL CONSULTANT/SUMMER INTERN, Merrill Lynch, Los Angeles, CA,
1994-1997. STUDENT 1994-1999.
(11) VICE PRESIDENT/PORTFOLIO MANAGER, Berger Funds, LLC, Denver, CO,
1997-February 2000.
(12) VICE PRESIDENT, State Street Bank, Boston, MA, August 1996-February 2000.
(13) FINANCIAL ANALYST, Walnut Street Association, Wyomissing, PA, December
1998-June 1999.
(14) ANALYST, Schneider Capital Management, Wayne, PA, January 1997-January
1999. SENIOR ANALYST, Prudential Insurance Company, Newark, NJ, February
1999-May 2000.
(15) PORTFOLIO MANAGER, Conseco Capital Management, Indianapolis, IN, June
1996-July 2000.
(16) VICE PRESIDENT, Lynch and Mayer, Inc., New York, NY, February 1993 to
February 2000.
(17) HIGH-YIELD ANALYST, Credit Suisse First Boston, 1997 to 1998. HIGH-YIELD
ANALYST, Conseco Capital Management, Indianapolis, IN 1999 to 2000.
(18) MANAGING DIRECTOR/RESEARCH, Schuylkill Capital Management, Philadelphia,
PA, 1997-May 2000.
--------------------------------------------------------------------------------
<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 Address* Positions and Offices with Underwriter Positions and Offices with Registrant
<S> <C> <C>
------------------------------------------ -------------------------------------------- --------------------------------------------
Delaware Distributors, Inc. General Partner None
------------------------------------------ -------------------------------------------- --------------------------------------------
Delaware Investment Advisers Limited Partner None
------------------------------------------ -------------------------------------------- --------------------------------------------
Delaware Capital Management, Inc. Limited Partner None
------------------------------------------ -------------------------------------------- --------------------------------------------
Westley V. Thompson Vice Chairman None
------------------------------------------ -------------------------------------------- --------------------------------------------
Bruce D. Barton President/Chief Executive Office None
------------------------------------------ -------------------------------------------- --------------------------------------------
David K. Downes Executive Vice President/Chief Operating President/Chief Executive Officer/Chief
Officer/Chief Financial Officer Financial Officer
------------------------------------------ -------------------------------------------- --------------------------------------------
Richard J. Flannery Executive Vice President/General Counsel Executive Vice President/General Counsel
------------------------------------------ -------------------------------------------- --------------------------------------------
Diane M. Anderson Senior Vice President/Retirement Operations None
------------------------------------------ -------------------------------------------- --------------------------------------------
Douglas L. Anderson Senior Vice President/Operations None
------------------------------------------ -------------------------------------------- --------------------------------------------
Michael P. Bishof Senior Vice President/Investment Accounting Senior Vice President/Treasurer
------------------------------------------ -------------------------------------------- --------------------------------------------
Lisa O. Brinkley Senior Vice President/Compliance Director Senior Vice President/Compliance Director
------------------------------------------ -------------------------------------------- --------------------------------------------
Larry Carr Senior Vice President/Variable Annuity None
Sales Director
------------------------------------------ -------------------------------------------- --------------------------------------------
Terrence P. Cunningham Senior Vice President/National Sales None
Director, Financial Institutions
------------------------------------------ -------------------------------------------- --------------------------------------------
Darryl S. Grayson Senior Vice President/Director, Internal None
Sales
------------------------------------------ -------------------------------------------- --------------------------------------------
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
------------------------------------------ -------------------------------------------- --------------------------------------------
Karina J. Istvan Senior Vice President/Retail Product None
Management
------------------------------------------ -------------------------------------------- --------------------------------------------
Mark R. Kiniry Senior Vice President/Western Sales None
Manager/Wirehouse Regional
------------------------------------------ -------------------------------------------- --------------------------------------------
Stephen W. Long Senior Vice President/National Sales None
Director, Wirehouse & Wrap Channel
------------------------------------------ -------------------------------------------- --------------------------------------------
Richelle S. Maestro Senior Vice President/Deputy General Senior Vice President/Deputy General
Counsel/Secretary Counsel/ Secretary
------------------------------------------ -------------------------------------------- --------------------------------------------
Mac McAuliffe Senior Vice President/Sales Manager None
Director
------------------------------------------ -------------------------------------------- --------------------------------------------
Doff Meyer Senior Vice President/Retail Investor None
Management
------------------------------------------ -------------------------------------------- --------------------------------------------
J. Chris Meyer Senior Vice President/Director, Product None
Management
------------------------------------------ -------------------------------------------- --------------------------------------------
Stephen C. Nell Senior Vice President/National Retirement None
Sales
------------------------------------------ -------------------------------------------- --------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------ -------------------------------------------- --------------------------------------------
Name and Principal Business Address* Positions and Offices with Underwriter Positions and Offices with Registrant
<S> <C> <C>
------------------------------------------ -------------------------------------------- --------------------------------------------
Henry W. Orvin Senior Vice President/Sales Manager None
Director
------------------------------------------ -------------------------------------------- --------------------------------------------
Scott P. Passias Senior Vice President/Regional Consultant None
Director
------------------------------------------ -------------------------------------------- --------------------------------------------
Christopher H. Price Senior Vice President/Insurance Products None
------------------------------------------ -------------------------------------------- --------------------------------------------
Philip G. Rickards Senior Vice President/Regional Consultant None
Director
------------------------------------------ -------------------------------------------- --------------------------------------------
Linda D. Schulz Senior Vice President/Regional Consultant None
Director
------------------------------------------ -------------------------------------------- --------------------------------------------
James L. Shields Senior Vice President/Chief Information None
Officer
------------------------------------------ -------------------------------------------- --------------------------------------------
Steven Sorenson Senior Vice President/Director of None
Independent Planner & Insurance and
Registered Investment Adviser Channels
------------------------------------------ -------------------------------------------- --------------------------------------------
Andrew J. Whitaker Senior Vice President/Regional Consultant None
Director
------------------------------------------ -------------------------------------------- --------------------------------------------
Richard P. Allen Vice President/Senior Regional Consultant None
------------------------------------------ -------------------------------------------- --------------------------------------------
Patrick A. Bearss Vice President/Senior Regional Consultant None
------------------------------------------ -------------------------------------------- --------------------------------------------
Larry Bridwell Vice President/Senior Regional Consultant None
------------------------------------------ -------------------------------------------- --------------------------------------------
William S. Carroll Vice President/Senior Regional Consultant None
------------------------------------------ -------------------------------------------- --------------------------------------------
Elisa C. Colkitt Vice President/Broker Dealer Operations & None
Service Support
------------------------------------------ -------------------------------------------- --------------------------------------------
David F. Connor Vice President/Deputy General Vice President/Deputy General
Counsel/Assistant Secretary Counsel/Assistant Secretary
------------------------------------------ -------------------------------------------- --------------------------------------------
Thomas J. Durkin Vice President/Intermediary Sales-Midwest None
Region
------------------------------------------ -------------------------------------------- --------------------------------------------
Donald A. Edmunds Vice President/Senior Regional Consultant None
------------------------------------------ -------------------------------------------- --------------------------------------------
Joel A. Ettinger Vice President/Taxation Vice President/Taxation
------------------------------------------ -------------------------------------------- --------------------------------------------
Edward A. Foley Vice President/Marketing None
------------------------------------------ -------------------------------------------- --------------------------------------------
Susan T. Friestedt Vice President/Retirement Services None
------------------------------------------ -------------------------------------------- --------------------------------------------
John L. Greico Vice President/Senior Key Account Manager None
------------------------------------------ -------------------------------------------- --------------------------------------------
Ronald A. Haimowitz Vice President/Senior Regional Consultant None
------------------------------------------ -------------------------------------------- --------------------------------------------
Edward J. Hecker Vice President/Senior Regional Consultant None
------------------------------------------ -------------------------------------------- --------------------------------------------
John R. Herron Vice President/Senior Regional Consultant None
------------------------------------------ -------------------------------------------- --------------------------------------------
Dinah J. Huntoon Vice President/Product Manager, Equities None
------------------------------------------ -------------------------------------------- --------------------------------------------
Thomas Intoccia Vice President/Independent Planner & None
Insurance Key Accounts
------------------------------------------ -------------------------------------------- --------------------------------------------
Alan L. Ireton Vice President/Retirement Marketing None
------------------------------------------ -------------------------------------------- --------------------------------------------
Christopher L. Johnston Vice President/Senior Regional Consultant None
------------------------------------------ -------------------------------------------- --------------------------------------------
Michael J. Jordan Vice President/Senior Regional Consultant None
------------------------------------------ -------------------------------------------- --------------------------------------------
Jeffrey M. Kellogg Vice President/Product Manager, None
Fixed-Income & International
------------------------------------------ -------------------------------------------- --------------------------------------------
Carolyn Kelly Vice President/Senior Regional Consultant None
------------------------------------------ -------------------------------------------- --------------------------------------------
Richard M. Koerner Vice President/Senior Regional Consultant None
------------------------------------------ -------------------------------------------- --------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------ -------------------------------------------- --------------------------------------------
Name and Principal Business Address* Positions and Offices with Underwriter Positions and Offices with Registrant
<S> <C> <C>
------------------------------------------ -------------------------------------------- --------------------------------------------
Ellen M. Krott Vice President/Marketing None
------------------------------------------ -------------------------------------------- --------------------------------------------
John LeBoeuf Vice President/Senior Regional Consultant None
------------------------------------------ -------------------------------------------- --------------------------------------------
Philip Y. Lin Vice President/Associate General Vice President/Associate General
Counsel/Assistant Secretary Counsel/Assistant Secretary
------------------------------------------ -------------------------------------------- --------------------------------------------
John R. Logan Vice President/ Senior Regional Consultant None
------------------------------------------ -------------------------------------------- --------------------------------------------
Joseph R. Long Vice President/Retirement Sales None
------------------------------------------ -------------------------------------------- --------------------------------------------
Michael D. Mabry Vice President/Associate General Vice President/Associate General
Counsel/Assistant Secretary Counsel/Assistant Secretary
------------------------------------------ -------------------------------------------- --------------------------------------------
Theodore T. Malone Vice President/Senior Regional Consultant None
------------------------------------------ -------------------------------------------- --------------------------------------------
Raymond G. McCarthy Vice President/National Accounts, None
Independent Planner & Insurance Channels
------------------------------------------ -------------------------------------------- --------------------------------------------
Joanne C. McCranie Vice President/Senior Regional Consultant None
------------------------------------------ -------------------------------------------- --------------------------------------------
Scott L. Metzger Vice President/Business Development None
------------------------------------------ -------------------------------------------- --------------------------------------------
Jamie L. Meyer Vice President/Senior Regional Consultant None
------------------------------------------ -------------------------------------------- --------------------------------------------
Christopher W. Moore Vice President/Senior Regional Consultant None
------------------------------------------ -------------------------------------------- --------------------------------------------
Andrew F. Morris Vice President/Senior Regional Consultant None
------------------------------------------ -------------------------------------------- --------------------------------------------
Scott E. Naughton Vice President/Senior Regional Consultant None
------------------------------------------ -------------------------------------------- --------------------------------------------
Nancy Nawn Vice President/Senior Wrap Product Manager None
------------------------------------------ -------------------------------------------- --------------------------------------------
Julie A. Nye Vice President/Senior Regional Consultant None
------------------------------------------ -------------------------------------------- --------------------------------------------
Daniel J. O'Brien Vice President/Insurance Products None
------------------------------------------ -------------------------------------------- --------------------------------------------
James L. O'Brien Vice President/Wirehouse/Regional Key None
Accounts
------------------------------------------ -------------------------------------------- --------------------------------------------
David P. O'Connor Vice President/Associate General Vice President/Associate General
Counsel/Assistant Secretary Counsel/Assistant Secretary
------------------------------------------ -------------------------------------------- --------------------------------------------
Joseph T. Owczarek Vice President/Senior Regional Consultant None
------------------------------------------ -------------------------------------------- --------------------------------------------
Otis S. Page Vice President/Senior Regional Consultant None
------------------------------------------ -------------------------------------------- --------------------------------------------
Robinder Pal Vice President/Retail Investor Services None
Planning & Budgeting
------------------------------------------ -------------------------------------------- --------------------------------------------
John Register Vice President/Senior Regional Consultant None
------------------------------------------ -------------------------------------------- --------------------------------------------
Laura E. Roman Vice President/Senior Regional Consultant None
------------------------------------------ -------------------------------------------- --------------------------------------------
Robert A. Rosso Vice President/Senior Regional Consultant None
------------------------------------------ -------------------------------------------- --------------------------------------------
Richard Salus Vice President/Assistant Controller None
------------------------------------------ -------------------------------------------- --------------------------------------------
Gordon E. Searles Vice President/Client Services None
------------------------------------------ -------------------------------------------- --------------------------------------------
Catherine A. Seklecki Vice President/Retirement Sales None
------------------------------------------ -------------------------------------------- --------------------------------------------
John C. Shalloe Vice President/Wrap Fee Senior Regional None
Consultant
------------------------------------------ -------------------------------------------- --------------------------------------------
Darren Smith Vice President/Senior Regional Consultant None
------------------------------------------ -------------------------------------------- --------------------------------------------
Kimberly M. Spangler Vice President/Senior Regional Consultant None
------------------------------------------ -------------------------------------------- --------------------------------------------
Michael T. Taggart Vice President/Facilities & Administrative None
Services
------------------------------------------ -------------------------------------------- --------------------------------------------
Bryon Townsend Vice President/Senior Regional Consultant None
------------------------------------------ -------------------------------------------- --------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------ -------------------------------------------- --------------------------------------------
Name and Principal Business Address* Positions and Offices with Underwriter Positions and Offices with Registrant
<S> <C> <C>
------------------------------------------ -------------------------------------------- --------------------------------------------
James R. Van Deventer Vice President/Defined Contribution Sales- None
South
------------------------------------------ -------------------------------------------- --------------------------------------------
Julia R. Vander Els Vice President/Retirement Plan None
Communications
------------------------------------------ -------------------------------------------- --------------------------------------------
Jeffrey Vankuelen Vice President/Senior Regional Consultant None
------------------------------------------ -------------------------------------------- --------------------------------------------
Scott Whitehouse Vice President/Senior Regional Consultant None
------------------------------------------ -------------------------------------------- --------------------------------------------
Wesley Williams Vice President/Senior Regional Consultant None
------------------------------------------ -------------------------------------------- --------------------------------------------
</TABLE>
* Business address of each is One Commerce Square, Philadelphia, PA 19103.
(c) Inapplicable.
Item 28. Location of Accounts and Records.
All accounts and records are maintained in Philadelphia at One Commerce
Square, Philadelphia, PA 19103.
Item 29. Management Services. None.
Item 30. Undertakings. Not Applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, this Registrant certifies that it meets all 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
25th day of October, 2000.
DELAWARE GROUP TAX-FREE 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>
President/Chief Executive Officer/ October 25, 2000
/s/David K. Downes Chief Financial Officer (Principal
--------------------------------------- Executive Officer/Principal Accounting
David K. Downes Officer) and Trustee
/s/Wayne A. Stork Trustee October 25, 2000
---------------------------------------
Wayne A. Stork
/s/John H. Durham Trustee October 25, 2000
---------------------------------------
John H. Durham
/s/ Anthony D. Knerr Trustee October 25, 2000
---------------------------------------
Anthony D. Knerr
/s/ Ann R. Leven Trustee October 25, 2000
---------------------------------------
Ann R. Leven
/s/Thomas F. Madison Trustee October 25, 2000
---------------------------------------
Thomas F. Madison
/s/Charles E. Peck Trustee October 25, 2000
---------------------------------------
Charles E. Peck
/s/Walter P. Babich Trustee October 25, 2000
---------------------------------------
Walter P. Babich
/s/Janet L. Yeomans Trustee October 25, 2000
---------------------------------------
Janet 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 (November 1, 1999)
EX-99.E1VII Executed Adoption Agreement relating to the Distribution
Agreements (November 1, 1999)
EX-99.E3 Dealer's Agreement
EX-99.G2 Securities Lending Agreement (December 22, 1998)
EX-99.H4 Executed Adoption Agreement relating to the Shareholders
Services Agreements (November 1, 1999)
EX-99.H5 Executed Schedule A (April 20, 2000) to the Shareholders
Services Agreements
EX-99.J Consent and Report of Auditors
EX-99.P Codes of Ethics
