<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
File No. 33-14363
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
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Pre-Effective Amendment No.
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Post-Effective Amendment No. 15 X
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AND
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
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Amendment No. 15
DELAWARE GROUP PREMIUM FUND, INC.
--------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
1818 Market Street, Philadelphia, Pennsylvania 19103
---------------------------------------------- ---------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (215) 751-2923
---------------
George M. Chamberlain, Jr., 1818 Market Street, Philadelphia, PA 19103
- --------------------------------------------------------------------------------
(Name and Address of Agent for Service)
Approximate Date of Public Offering: May 1, 1995
-----------
It is proposed that this filing will become effective:
- ------- immediately upon filing pursuant to paragraph (b)
X on May 1, 1995 pursuant to paragraph (b)
- -------
- ------- 60 days after filing pursuant to paragraph (a)
- ------- on (date) pursuant to paragraph (a) of Rule 485.
Registrant has registered an indefinite amount of securities
under the Securities Act of 1933 pursuant to Section 24(f)
of the Investment Company Act of 1940. The Rule 24f-2 Notice for
Registrant's most recent fiscal year was filed on February 27, 1995.
<PAGE> 2
Form N-1A
File No. 33-14363
Delaware Group Premium Fund, Inc.
--- C O N T E N T S ---
This Post-Effective Amendment No. 15 to Registration File No. 33-14363 includes
the following:
1. Facing Page
2. Contents Page
3. Cross-Reference Sheet
4. Part A - Prospectus
5. Part B - Statement of Additional Information
6. Part C - Other Information
7. Signatures
<PAGE> 3
Form N-1A
File No. 33-14363
Delaware Group Premium Fund, Inc.
CROSS-REFERENCE SHEET
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PART A
------
<TABLE>
<CAPTION>
Item No. Description Page No.
- --------- ------------ --------
<S> <C> <C>
1 Cover Page...................................................... 5
2 Synopsis........................................................ 9
3 Condensed Financial Information................................. 11
4 General Description of Registrant .............................. 51, 18
5 Management of the Fund ......................................... 44
6 Capital Stock and Other Securities ............................. 51
7 Purchase of Securities Being Offered............................ 42
8 Redemption or Repurchase........................................ 42
9 Legal Proceedings............................................... None
PART B
10 Cover Page...................................................... 54
11 Table of Contents............................................... 55
12 General Information and History................................. 89
13 Investment Objectives and Policies.............................. 56
14 Management of the Registrant.................................... 80
15 Control Persons and Principal Holders of Securities............. 82
16 Investment Advisory and Other Services.......................... N/A, 80, 89
17 Brokerage Allocation............................................ 75
</TABLE>
<PAGE> 4
Form N-1A
File No. 33-14363
Delaware Group Premium Fund, Inc.
CROSS-REFERENCE SHEET
---------------------
PART B
(Continued)
<TABLE>
<CAPTION>
Item No. Description Page No.
- -------- ----------- --------
<S> <C> <C>
18 Capital Stock and Other Securities.............................. 89
19 Purchase, Redemption and Pricing of Securities
Being Offered................................................... N/A, N/A, 78
20 Tax Status...................................................... 67, 79
21 Underwriters ................................................... 89
22 Calculation of Performance Data................................. 68
23 Financial Statements............................................ 92
PART C
24 Financial Statements and Exhibits............................... 93
25 Persons Controlled by or under Common
Control with Registrant...................................... 95
26 Number of Holders of Securities................................. 95
27 Indemnification................................................ 97
28 Business and Other Connections of Investment Adviser............ 97
29 Principal Underwriters.......................................... 103
30 Location of Accounts and Records................................ 108
31 Management Services............................................. 108
32 Undertakings.................................................... 108
</TABLE>
<PAGE> 5
Delaware
Medallion(SM)
---------
Prospectuses for Delaware Medallion
* SMA Life
Individual Variable Annuity
* Delaware Group
Premium Fund, Inc.
(PHOTO OF GEORGE WASHINGTON CROSSING THE DELAWARE RIVER)
ME-02-5/95
Printed in the U.S.A. MAY 1, 1995
<PAGE> 6
PROSPECTUS
MAY 1, 1995
DELAWARE GROUP PREMIUM FUND, INC.
1818 Market Street, Philadelphia, PA 19103
Delaware Group Premium Fund, Inc. (the "Fund") is a diversified, open-end
management investment company which is intended to meet a wide range of
investment objectives with its nine separate Portfolios. Each Portfolio
("Series") is in effect a separate fund issuing its own shares. The shares of
the Fund are sold only to separate accounts of life insurance companies
("life companies"). The separate accounts are used in conjunction with
variable annuity contracts and variable life insurance policies ("variable
contracts"). The separate accounts invest in shares of the various Series in
accordance with allocation instructions received from contract owners. The
investment objectives and principal policies of the Series are described
below. See Investment Objectives and Policies. Although each Series will
constantly strive to attain its objective, there can be no assurance that it
will be attained.
This Prospectus sets forth information that you should read and consider
before you invest. Please retain it for future reference. A Statement of
Additional Information ("Part B" of the Fund's registration statement), dated
May 1, 1995, as it may be amended from time to time, contains additional
information about the Fund and has been filed with the Securities and
Exchange Commission. Part B is incorporated by reference into this Prospectus
and is available, without charge, by writing to Delaware Distributors, L.P.
at the above address or by calling 1-800-441-7468. The Series' financial
statements appear in the Fund's Annual Report, which will accompany any
response to requests for Part B.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
BE SURE TO CONSULT YOUR FINANCIAL ADVISER WHEN MAKING INVESTMENTS. MUTUAL
FUNDS CAN BE A VALUABLE PART OF YOUR FINANCIAL PLAN; HOWEVER, SHARES OF THE
FUND ARE NOT FDIC OR NCUSIF INSURED, ARE NOT GUARANTEED BY ANY BANK OR ANY
CREDIT UNION, ARE NOT OBLIGATIONS OF ANY BANK OR ANY CREDIT UNION, AND
INVOLVE INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
SHARES OF THE FUND ARE NOT BANK OR CREDIT UNION DEPOSITS.
Equity/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. This Series has the same
objective and investment disciplines as the Decatur Total Return Fund of
Delaware Group Decatur Fund, Inc., a separate Delaware Group fund, in that it
invests generally, but not exclusively, in common stocks and income-producing
securities convertible into common stocks, consistent with the Series'
objective.
High Yield Series--seeks as high a current income as possible by investing
in rated and unrated corporate bonds (including high-yield bonds commonly
known as junk bonds), U.S. Government securities and commercial paper. This
Series has the same objective and investment disciplines as Delaware Group
Delchester High-Yield Bond Fund, Inc., a separate Delaware Group fund. An
investment in this Series may involve greater risks than an investment in a
portfolio comprised primarily of investment grade bonds.
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.
Money Market Series--seeks the highest level of income consistent with
preservation of capital and liquidity through investments in short-term money
market instruments. This Series has the same objective and investment
disciplines as Delaware Group Cash Reserve, Inc., a separate Delaware Group
fund. The shares of the Money Market Series are neither insured nor
guaranteed by the U.S. Government and there is no assurance that the Series
will be able to maintain a stable net asset value of $10.00 per share.
Growth Series--seeks long-term capital appreciation by investing its assets
in a diversified portfolio of securities exhibiting the potential for
significant growth. This Series has the same objective and investment
disciplines as Delaware Group DelCap Fund, Inc., a separate Delaware Group
fund, in that it invests in common stocks and other securities including but
not limited to, convertible securities, warrants, preferred stocks, bonds and
foreign securities, consistent with the Series' objective.
<PAGE> 7
Multiple Strategy Series--seeks a balance of capital appreciation, income
and preservation of capital. It uses a dividend-oriented valuation strategy
to select securities issued by established companies that are believed to
demonstrate potential for income and capital growth. This Series has the same
objective and investment disciplines as the Delaware Fund of Delaware Group
Delaware Fund, Inc., a separate Delaware Group fund, in that, as a "balanced"
fund, the Series, consistent with its objective, invests at least 25% of its a
ssets in fixed income securities and the remainder primarily in equity
securities.
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. This Series has
the same objective and investment disciplines as the International Equity
Series of Delaware Group Global & International Funds, Inc., a separate
Delaware Group fund, in that it invests in a broad range of equity securities
of foreign issuers, including common stocks, preferred stocks, convertible
securities and warrants, consistent with the Series' objective.
Value Series--seeks capital appreciation by investing in small- to mid-cap
common stocks whose market value appears low relative to their underlying
value or future earnings and growth potential. Emphasis will also be placed
on securities of companies that may be temporarily out of favor or whose
value is not yet recognized by the market. This Series has the same objective
and investment disciplines as Delaware Group Value Fund, Inc., a separate
Delaware Group fund.
Emerging Growth Series--seeks long-term capital appreciation by investing
primarily in small-cap common stocks and convertible securities of emerging
and other growth-oriented companies. These securities will have been judged
to be responsive to changes in the market place and to have fundamental
characteristics to support growth. Income is not an objective. This Series
has the same objective and investment disciplines as Delaware Group Trend
Fund, Inc., a separate Delaware Group fund.
<PAGE> 8
TABLE OF CONTENTS
Cover Page............................................................ 1
Summary Information................................................... 3
Financial Highlights.................................................. 4
Investment Objectives and Policies.................................... 7
Introduction........................................................ 7
Equity/Income Series................................................ 7
High Yield Series................................................... 7
Capital Reserves Series............................................. 8
Money Market Series................................................. 9
Growth Series....................................................... 10
Multiple Strategy Series............................................ 10
International Equity Series......................................... 11
Value Series........................................................ 13
Emerging Growth Series.............................................. 14
Other Considerations................................................ 14
Purchase and Redemption............................................... 19
Dividends and Distributions........................................... 19
Taxes................................................................. 19
Calculation of Offering Price and Net Asset Value Per Share........... 19
Management of the Fund................................................ 20
Performance Information............................................. 22
Distribution and Service............................................ 22
Expenses............................................................ 23
Description of Fund Shares.......................................... 23
Appendix A--Ratings for High Yield Series............................. 24
<PAGE> 9
SUMMARY INFORMATION
Capitalization
The Fund has a present authorized capitalization of five hundred million
shares of capital stock with a $.01 par value per share, with fifty million
shares allocated to each of the Fund's nine Series. See Description of Fund
Shares under Management of the Fund.
Investment Managers
Delaware Management Company, Inc. ("Delaware Management") furnishes
investment management services to the Equity/Income, High Yield, Capital
Reserves, Money Market, Growth, Multiple Strategy, Value and Emerging Growth
Series, subject to the supervision and direction of the Fund's Board of
Directors. Under the Investment Management Agreement between Delaware
Management and these eight Series, the annual compensation paid to Delaware
Management is equal to, respectively, .60%, .60%, .60%, .50%, .75%, .60%,
.75% and .75% of the average daily net assets of the Series, less, in the
case of the Equity/Income, High Yield, Capital Reserves, Money Market, Growth
and Multiple Strategy Series, a proportionate share of all directors' fees
paid to the unaffiliated directors of the Fund. Delaware Management has
elected voluntarily to waive its management fee and to reimburse the
respective Series to the extent necessary to maintain a limit on the total
operating expenses of each of these Series for a limited period. See Management
of the Fund.
Delaware International Advisers Ltd. ("Delaware International") furnishes
investment management services to the International Equity Series, subject to
the supervision and direction of the Fund's Board of Directors. Under the
Investment Management Agreement between the Series and Delaware
International, the annual compensation paid to Delaware International is
equal to .75% of the Series' average daily net assets, less a proportionate
share of all directors' fees paid to the unaffiliated directors of the Fund.
Delaware International has elected voluntarily to waive its management fee
and to reimburse the International Equity Series to the extent necessary to
maintain a limit on the total operating expenses of the Series for a limited
period. See Management of the Fund.
Investment Objectives and Policies
Each of the Fund's nine Series has a different investment objective and
seeks to achieve its objective by pursuing different investment strategies.
See Cover Page of this Prospectus and Investment Objectives and Policies.
Open-End Investment Company
The Fund, which was organized as a Maryland corporation in 1987, is an
open-end registered management investment company. The Series operate as
diversified funds for purposes of the Investment Company Act of 1940 (the
"1940 Act").
<PAGE> 10
Purchase and Redemption
Shares of the Series are sold only to separate accounts of life insurance
companies. Purchases and redemptions are made at the net asset value
calculated after receipt of the purchase or redemption order. None of the
Series nor Delaware Distributors, L.P. (the "Distributor"), assesses a charge
for purchases or redemptions. See Purchase and Redemption.
Special Considerations and Risk Factors
Prospective investors should consider a number of factors depending upon
the Series in which they propose to invest:
1. The International Equity Series invests primarily in securities issued
by non-United States companies. Each of the other eight series may also
invest a portion of their assets in securities of such companies. Investing
in securities of non-United States companies which are generally denominated
in foreign currencies, and utilization of forward foreign currency exchange
contracts in connection with transactions in such securities involve certain
considerations comprising both risk and opportunity not typically associated
with investing in United States companies. See Risk Factors and Foreign
Currency Transactions under International Equity Series and Foreign
Securities and Currency Transactions under Other Considerations.
2. Each Series has the right to engage in certain options transactions for
hedging purposes to counterbalance portfolio volatility. The Series do not
engage in such activities for speculative purposes, but there are certain
risks associated with the use of options which a prospective investor should
consider. See Options under Other Considerations.
3. The International Equity, Value and Emerging Growth Series also may
engage in certain hedging transactions involving futures contracts and
options on such contracts, and in connection with such activities will
maintain certain collateral in special accounts established by futures
commission merchants in the care of the Fund's custodian bank. While the
Series do not engage in such transactions for speculative purposes, there are
risks which result from the use of these instruments which an investor should
consider. The Fund is not registered as a commodity pool operator nor is
Delaware International or Delaware Management registered as a commodities
trading adviser in reliance upon various exemptive rules. See Futures
Contracts and Options on Futures Contracts and Risk Factors under International
Equity Series and Futures Contracts and Options on Futures Contracts under
Other Considerations.
4. The objective of the High Yield Series is to seek the highest current
income which Delaware Management believes is consistent with prudent
investment management. The assets of the Series may be invested primarily in
high-yield securities (junk bonds) and greater risks may be involved in an
investment in the Series than in an investment in a mutual fund comprised
primarily of investment grade bonds. See Risk Factors under High Yield
Series.
<PAGE> 11
FINANCIAL HIGHLIGHTS
The following financial highlights are derived from the financial statements
of Delaware Group Premium Fund, Inc. and have been audited by Ernst & Young
LLP, independent auditors. The data should be read in conjunction with the
financial statements, related notes, and the report of Ernst & Young LLP
covering such financial information and highlights, all of which are
incorporated by reference into Part B. Further information about each Series'
performance is contained in the Fund's Annual Report to shareholders. A copy
of the Fund's Annual Report (including the report of Ernst & Young LLP) may be
obtained from the Fund upon request at no charge.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
Equity/Income Series
---------------------------------------------------------------------------
7/28/88(1)
Year Ended through
12/31/94 12/31/93 12/31/92 12/31/91 12/31/90 12/31/89 12/31/88
<S> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period.......... $12.5100 $11.2200 $10.7500 $9.2400 $11.4000 $10.1600 $10.0000
Income From Investment Operations
- ---------------------------------
Net Investment Income......................... 0.4121 0.4341 0.4155 0.4502 0.4489 0.2813 0.0934
Net Gains or Losses on Securities
(both realized and unrealized).............. (0.4221) 1.2659 0.5045 1.5498 (1.9189) 1.0337 0.0666
-------- -------- -------- -------- ------- -------- --------
Total From Investment Operations............. (0.0100) 1.7000 0.9200 2.0000 (1.4700) 1.3150 0.1600
-------- -------- -------- -------- ------- -------- --------
Less Distributions
- ------------------
Dividends (from net investment income)........ (0.4200) (0.4100) (0.4500) (0.4900) (0.5600) (0.0750) none
Distributions (from capital gains)............ (0.6000) none none none (0.1300) none none
Returns of Capital............................ none none none none none none none
-------- -------- -------- -------- ------- -------- --------
Total Distributions.......................... (1.0200) (0.4100) (0.4500) (0.4900) (0.6900) (0.0750) none
-------- -------- -------- -------- ------- -------- --------
Net Asset Value, End of Period................ $11.4800 $12.5100 $11.2200 $10.7500 $9.2400 $11.4000 $10.1600
======== ======== ======== ======== ======= ======== ========
- --------------------------------------------------------------------------------------------------------------------------------
Total Return(2)............................... (0.20%) 15.45%(3) 8.82%(3) 22.32% (13.31%) 13.04% 3.77%
- ---------------
- --------------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
- -------------------------
Net Assets, End of Period (000's omitted)..... $72,725 $65,519 $38,278 $34,840 $29,598 $12,959 $1,873
Ratio of Expenses to Average Daily Net Assets. 0.71% 0.75% 0.79% 0.85% 0.96% 1.31% 2.00%
Ratio of Expenses to Average Daily Net Assets
prior to Expense Limitation................. 0.71% 0.76% 0.81% 0.85% 0.96% 1.31% 2.00%
Ratio of Net Investment Income to
Average Daily Net Assets.................... 3.63% 3.95% 3.86% 4.46% 5.80% 5.06% 6.40%
Ratio of Net Investment Income to Average
Daily Net Assets prior to Expense Limitation 3.63% 3.94% 3.84% 4.46% 5.80% 5.06% 6.40%
Portfolio Turnover Rate....................... 91% 67% 72% 79% 34% 26% --
<PAGE> 12
High Yield Series
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7/28/88(1)
Year Ended through
12/31/94 12/31/93 12/31/92 12/31/91 12/31/90 12/31/89 12/31/88
Net Asset Value, Beginning of Period.......... $9.7700 $9.2900 $9.1300 $7.4800 $9.2000 $9.8600 $10.0000
Income From Investment Operations
- ---------------------------------
Net Investment Income......................... 0.9621 0.9758 1.0224 1.0316 1.1135 1.0846 0.4754
Net Gains or Losses on Securities
(both realized and unrealized).............. (1.2300) 0.4800 0.1600 1.6500 (1.7200) (0.6350) (0.1400)
------- ------- ------- ------- ------- ------- -------
Total From Investment Operations.............. (0.2679) 1.4558 1.1824 2.6816 (0.6065) 0.4496 0.3354
------- ------- ------- ------- ------- ------- -------
Less Distributions
- ------------------
Dividends (from net investment income)........ (0.9621) (0.9758) (1.0224) (1.0316) (1.1135) (1.0846) (0.4754)
Distributions (from capital gains)............ none none none none none (0.0250) none
Returns of Capital............................ none none none none none none none
------- ------- ------- ------- ------- ------- -------
Total Distributions........................... (0.9621) (0.9758) (1.0224) (1.0316) (1.1135) (1.1096) (0.4754)
------- ------- ------- ------- ------- ------- -------
Net Asset Value, End of Period................ $8.5400 $9.7700 $9.2900 $9.1300 $7.4800 $9.2000 $9.8600
======= ======= ======= ======= ======= ======= =======
- --------------------------------------------------------------------------------------------------------------------------------
Total Return(2)............................... (2.87%) 16.36%(3) 13.44%(3) 37.53%(3) (7.13%)(3) 4.62%(3) 8.15%(3)
- --------------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
- ------------------------
Net Assets, End of Period (000's omitted)..... $43,686 $34,915 $11,311 $5,918 $5,092 $4,427 $2,425
Ratio of Expenses to Average Daily Net Assets. 0.72% 0.80% 0.80% 0.80% 0.80% 0.80% 0.80%
Ratio of Expenses to Average Daily Net Assets
prior to Expense Limitation................. 0.72% 0.82% 0.94% 1.06% 1.17% 1.50% 1.21%
Ratio of Net Investment Income to
Average Daily Net Assets.................... 10.56% 10.05% 10.93% 12.05% 13.30% 11.21% 11.00%
Ratio of Net Investment Income to Average
Daily Net Assets prior to Expense Limitation 10.56% 10.03% 10.79% 11.80% 12.93% 10.50% 10.58%
Portfolio Turnover Rate....................... 47% 43% 73% 70% 115% 19% 31%
- ------------------------
(1)Date of initial public offering; ratios and total return have been
annualized.
(2)Total return does not reflect expenses that apply to the Separate Accounts
or to the related insurance policies and inclusion of these charges would
reduce total return figures for all periods shown.
(3)Total return reflects the expense limitation referenced in Expenses under
Management of the Fund.
</TABLE>
<PAGE> 13
<TABLE>
<CAPTION>
Multiple Strategy Series
-----------------------------------------------------------------------------
7/28/88(1)
Year Ended through
12/31/94 12/31/93 12/31/92 12/31/91 12/31/90 12/31/89 12/31/88
<S> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period........ $13.3300 $13.5500 $12.9800 $10.8400 $11.8000 $10.1600 $10.0000
Income From Investment Operations
- ---------------------------------
Net Investment Income....................... 0.4373 0.3280 0.4572 1.0824 0.3411 0.1302 0.0638
Net Gains or Losses on Securities
(both realized and unrealized)............ (0.4473) 0.6920 1.2328 1.6676 (0.3911) 1.5498 0.0962
-------- -------- -------- -------- -------- -------- --------
Total From Investment Operations.......... (0.0100) 1.0200 1.6900 2.7500 (0.0500) 1.6800 0.1600
-------- -------- -------- -------- -------- -------- --------
Less Distributions
- ------------------
Dividends (from net investment income)...... (0.3400) (0.4600) (1.0600) (0.3500) (0.2700) (0.0400) none
Distributions (from capital gains).......... (0.3000) (0.7800) (0.0600) (0.2600) (0.6400) none none
Returns of Capital.......................... none none none none none none none
-------- -------- -------- -------- -------- -------- --------
Total Distributions....................... (0.6400) (1.2400) (1.1200) (0.6100) (0.9100) (0.0400) none
-------- -------- -------- -------- -------- -------- --------
Net Asset Value, End of Period.............. $12.6800 $13.3300 $13.5500 $12.9800 $10.8400 $11.8000 $10.1600
======== ======== ======== ======== ======== ======== ========
- ------------------------------------------------------------------------------------------------------------------------------
Total Return(2)............................. (0.15%) 8.18%(3) 13.85%(3) 26.58% (0.18%) 16.60% 3.77%
- ------------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
- ------------------------
Net Assets, End of Period (000's omitted)... $47,731 $37,235 $15,150 $12,138 $6,137 $3,182 $151
Ratio of Expenses to Average Daily Net Assets 0.70% 0.80% 0.86% 1.03% 1.35% 1.99% (4)
Ratio of Expenses to Average Daily Net Assets
prior to Expense Limitation............... 0.70% 0.89% 0.94% 1.03% 1.35% 1.99% --
Ratio of Net Investment Income to Average
Daily Net Assets.......................... 3.71% 3.33% 3.60% 11.35% 3.84% 2.22% (4)
Ratio of Net Investment Income to Average
Daily Net Assets prior to Expense Limitation 3.71% 3.24% 3.52% 11.35% 3.84% 2.22% --
Portfolio Turnover Rate..................... 140% 162% 202% 1,010% 210% 132% --
<PAGE> 14
Capital Reserves Series
-------------------------------------------------------------------------------
7/28/88(1)
Year Ended through
12/31/94 12/31/93 12/31/92 12/31/91 12/31/90 12/31/89 12/31/88
Net Asset Value, Beginning of Period........ $10.2600 $10.2000 $10.2300 $10.0400 $ 9.9800 $9.9700 $10.0000
Income From Investment Operations
- ---------------------------------
Net Investment Income....................... 0.6355 0.6357 0.6474 0.6687 0.7325 0.8402 0.3293
Net Gains or Losses on Securities
(both realized and unrealized)............ (0.9050) 0.1450 0.0600 0.1900 0.0600 0.0100 (0.0300)
------- -------- -------- -------- -------- ------- -------
Total From Investment Operations.......... (0.2695) 0.7807 0.7074 0.8587 0.7925 0.8502 0.2993
------- -------- -------- -------- -------- ------- -------
Less Distributions
- ------------------
Dividends (from net investment income)...... (0.6355) (0.6357) (0.6474) (0.6687) (0.7325) (0.8402) (0.3293)
Distributions (from capital gains).......... (0.0550) (0.0850) (0.0900) none none none none
Returns of Capital.......................... none none none none none none none
------- -------- -------- -------- -------- ------- -------
Total Distributions....................... (0.6905) (0.7207) (0.7374) (0.6687) (0.7325) (0.8402) (0.3293)
------- -------- -------- -------- -------- ------- -------
Net Asset Value, End of Period.............. $9.3000 $10.2600 $10.2000 $10.2300 $10.0400 $9.9800 $9.9700
======= ======== ======== ======== ======== ======= =======
- -------------------------------------------------------------------------------------------------------------------------------
Total Return(2)............................. (2.68%) 7.85%(3) 7.20%(3) 8.85%(3) 8.23%(3) 8.86%(3) 7.20%(3)
- ---------------
- -------------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
- ------------------------
Net Assets, End of Period (000's omitted)... $25,975 $24,173 $9,790 $4,392 $4,093 $2,575 $1,784
Ratio of Expenses to Average
Daily Net Assets.......................... 0.74% 0.80% 0.80% 0.80% 0.80% 0.80% 0.80%
Ratio of Expenses to Average Daily Net
Assets prior to Expense Limitation........ 0.74% 0.85% 0.98% 1.15% 1.49% 1.80% 1.26%
Ratio of Net Investment Income to Average
Daily Net Assets.......................... 6.57% 6.20% 6.39% 6.62% 7.32% 8.41% 7.63%
Ratio of Net Investment Income to Average
Daily Net Assets prior to Expense Limitation 6.57% 6.15% 6.21% 6.27% 6.62% 7.41% 7.16%
Portfolio Turnover Rate..................... 219% 198% 241% 95% 38% -- --
- ------------------------
(1)Date of initial public offering; ratios and total return have been
annualized.
(2)Total return does not reflect expenses that apply to the Separate Accounts
or to the related insurance policies and inclusion of these charges would
reduce total return figures for all periods shown.
(3)Total return reflects the expense limitation referenced in Expenses under Management of the Fund.
(4)The ratios of expenses and net investment income to average daily net assets
have been omitted as management believes that such ratios are not
meaninfgul due to the limited assets of this Series.
</TABLE>
<PAGE> 15
<TABLE>
<CAPTION>
Money Market Series
------------------------------------------------------------------------------
7/28/88(1)
Year Ended through
12/31/94 12/31/93 12/31/92 12/31/91 12/31/90 12/31/89 12/31/88
<S> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period............ $10.0000 $10.0000 $10.0000 $10.0000 $10.0000 $10.0000 $10.0000
Income From Investment Operations
- ---------------------------------
Net Investment Income........................... 0.3614 0.2451 0.3202 0.5443 0.7306 0.8288 0.3195
Net Gains or Losses on Securities
(both realized and unrealized)................ none none none none none none none
-------- -------- -------- -------- -------- -------- --------
Total From Investment Operations.............. 0.3614 0.2451 0.3202 0.5443 0.7306 0.8288 0.3195
-------- -------- -------- -------- -------- -------- --------
Less Distributions
- ------------------
Dividends (from net investment income).......... (0.3614) (0.2451) (0.3202) (0.5443) (0.7306) (0.8288) (0.3195)
Distributions (from capital gains).............. none none none none none none none
Returns of Capital.............................. none none none none none none none
-------- -------- -------- -------- -------- -------- --------
Total Distributions........................... (0.3614) (0.2451) (0.3202) (0.5443) (0.7306) (0.8288) (0.3195)
-------- -------- -------- -------- -------- -------- --------
Net Asset Value, End of Period.................. $10.0000 $10.0000 $10.0000 $10.0000 $10.0000 $10.0000 $10.0000
======== ======== ======== ======== ======== ======== ========
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return(2)................................. 3.68% 2.48% 33.25%(3) 5.58% 37.56%(3) 8.61% 37.70%(3)
- ---------------
- -----------------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
- ------------------------
Net Assets, End of Period (000's omitted)....... $20,125 $10,245 $7,774 $7,768 $8,174 $2,109 $932
Ratio of Expenses to Average Daily Net Assets... 0.66% 0.80% 0.80% 0.80% 0.80% 0.80% 0.80%
Ratio of Expenses to Average Daily Net Assets
prior to Expense Limitation................... 0.66% 0.86% 0.85% 0.99% 0.99% 2.01% 2.11%
Ratio of Net Investment Income to Average Daily
Net Assets.................................... 3.79% 2.44% 3.21% 5.45% 7.25% 8.26% 7.50%
Ratio of Net Investment Income to Average Daily
Net Assets prior to Expense Limitation........ 3.79% 2.38% 3.16% 5.26% 7.05% 7.05% 6.19%
Portfolio Turnover Rate......................... -- -- -- -- -- -- --
</TABLE>
<PAGE> 16
<TABLE>
<CAPTION>
Growth Series
------------------------------------------
7/12/91(1)
Year Ended through
12/31/94 12/31/93 12/31/92 12/31/91
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period............ $12.2400 $11.1200 $11.0300 $10.0000
Income From Investment Operations
- ---------------------------------
Net Investment Income........................... 0.0694 0.0558 0.0225 0.0098
Net Gains or Losses on Securities
(both realized and unrealized)................ (0.4994) 1.2142 0.1975 1.0202
-------- -------- -------- --------
Total From Investment Operations.............. (0.4300) 1.2700 0.2200 1.0300
-------- -------- -------- --------
Less Distributions
- ------------------
Dividends (from net investment income).......... (0.0600) (0.0200) (0.0100) none
Distributions (from capital gains).............. none (0.1300) (0.1200) none
Returns of Capital.............................. none none none none
-------- -------- -------- --------
Total Distributions........................... (0.0600) (0.1500) (0.1300) none
-------- -------- -------- --------
Net Asset Value, End of Period.................. $11.7500 $12.2400 $11.1200 $11.0300
======== ======== ======== ========
- --------------------------------------------------------------------------------------------------
Total Return(2)................................. (3.54%)(3) 11.56%(3) 1.99%(3) 21.60%
- ---------------
- --------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
- ------------------------
Net Assets, End of Period (000's omitted)....... $39,344 $33,180 $14,251 $6,950
Ratio of Expenses to Average Daily Net Assets... 0.80% 0.80% 0.98% 1.94%
Ratio of Expenses to Average Daily Net Assets
prior to Expense Limitation................... 0.88% 1.00% 1.25% 1.94%
Ratio of Net Investment Income to Average Daily
Net Assets.................................... 0.64% 0.67% 0.28% 0.33%
Ratio of Net Investment Income to Average Daily
Net Assets prior to Expense Limitation........ 0.56% 0.47% 0.01% 0.33%
Portfolio Turnover Rate......................... 43% 57% 52% 40%
</TABLE>
<PAGE> 17
<TABLE>
<CAPTION>
Emerging
International Equity Series Growth Series Value Series
------------------------------ -------------------- ----------------------
10/29/92(4) Year 12/27/93(5) Year 12/27/93(5)
Year Ended through Ended through Ended through
12/31/94 12/31/93 12/31/92 12/31/94 12/31/93 12/31/94 12/31/93
<S> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period............ $11.6200 $10.0300 $10.0000 $10.2000 $10.0000 $10.2100 $10.0000
Income From Investment Operations
- ---------------------------------
Net Investment Income........................... 0.2198 0.0523 0.0153 0.0791 none 0.1481 none
Net Gains or Losses on Securities
(both realized and unrealized)................ 0.0802 1.5477 0.0147 (0.1191) 0.2000 (0.0681) 0.2100
-------- -------- -------- -------- -------- -------- --------
Total From Investment Operations.............. 0.3000 1.6000 0.0300 (0.0400) 0.2000 0.0800 0.2100
-------- -------- -------- -------- -------- -------- --------
Less Distributions
- ------------------
Dividends (from net investment income).......... (0.0700) (0.0100) none none none none none
Distributions (from capital gains).............. (0.0100) none none none none none none
Returns of Capital.............................. none none none none none none none
-------- -------- -------- -------- -------- -------- --------
Total Distributions........................... (0.0800) (0.0100) none none none none none
-------- -------- -------- -------- -------- -------- --------
Net Asset Value, End of Period.................. $11.8400 $11.6200 $10.0300 $10.1600 $10.2000 $10.2900 $10.2100
======== ======== ======== ======== ======== ======== ========
- ------------------------------------------------------------------------------------------------------------------------------------
Total Return(2)................................. 2.57%(3) 15.97%(3) 1.73%(3) (0.39%)(3) 2.00%(3) 0.78%(3) 2.10%(3)
- ---------------
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
- ------------------------
Net Assets, End of Period (000's omitted)....... $57,649 $16,664 $177 $7,087 $204 $6,291 $210
Ratio of Expenses to Average Daily Net Assets... 0.80% 0.80% (6) 0.80% (6) 0.80% (6)
Ratio of Expenses to Average Daily Net Assets
prior to Expense Limitation................... 1.01% 1.85% -- 1.47% -- 1.41% --
Ratio of Net Investment Income to Average Daily
Net Assets.................................... 2.63% 1.85% (6) 1.63% (6) 2.62% (6)
Ratio of Net Investment Income to Average Daily
Net Assets prior to Expense Limitation........ 2.42% 0.80% -- 0.96% -- 2.01% --
Portfolio Turnover Rate......................... 13% 9% -- 59% -- 26% --
</TABLE>
- ------------------------
(1)Date of initial public offering; ratios and total return have been
annualized.
(2)Total return does not reflect expenses that apply to the Separate Accounts
or to the related insurance policies and inclusion of these charges would
reduce total return figures for all periods shown.
(3)Total return reflects the expense limitation referenced in Expenses under
Management of the Fund.
(4)Date of initial public offering; total return has been annualized.
(5)Date of initial public offering; total return has not been annualized.
(6)The ratios of expenses and net investment income to average daily net assets
have been omitted as management believes that such ratios are not
meaningful due to the limited assets of this Series.
<PAGE> 18
INVESTMENT OBJECTIVES
AND POLICIES
INTRODUCTION
The Fund, a corporation organized in Maryland on February 19, 1987, is a
diversified, open-end management investment company offering nine Series of
shares. The initial public offering of the Growth Series was July 2, 1991 and
the International Equity Series commenced operations on October 29, 1992.
The Value Series and the Emerging Growth Series commenced operations on
December 27, 1993.
Each Series' investment objective is a fundamental policy and cannot be
changed without approval by the holders of a "majority" of that Series'
outstanding shares, as defined in the 1940 Act. Although each Series will
constantly strive to attain its objective, there can be no assurance that it
will be attained. In addition to the objective and investment techniques
described below for each Series, see Other Considerations for investment
techniques available to various Series of the Fund. Part B provides more
information on the Series' investment policies and restrictions.
EQUITY/INCOME SERIES
The objective of the Equity/Income Series is to seek to achieve long-term
growth by investing primarily in securities that provide the potential for
income and capital appreciation without undue risk to principal. The Series
seeks to provide shareholders with a current return while allowing them to
participate in the capital gains potential associated with equity
investments.
Investment Strategy
The Series generally invests in common stocks and income-producing
securities that are convertible into common stocks. The portfolio manager
looks for securities having a better dividend yield than the average of the
Standard & Poor's ("S&P") 500 Stock Index, as well as capital gains
potential.
All available types of appropriate securities are under continuous study.
The Series may invest in all classes of securities, bonds and preferred and
common stocks in any proportion deemed prudent under existing market and
economic conditions. In seeking to obtain its objective, the Series may hold
securities for any period of time. For temporary, defensive purposes, the
Series may hold a substantial portion of its assets in cash or short-term
obligations.
Income-producing convertible securities include preferred stock and
debentures that pay a stated or variable interest rate or dividend and are
convertible into common stock at an established ratio. These securities,
which are usually priced at a premium to their conversion value, may allow
the Series to receive current income while participating to some extent in
any appreciation in the underlying common stock. The value of a convertible
security tends to be affected by changes in interest rates, as well as
factors affecting the market value of the underlying common stock.
The Series may be suitable for the patient investor interested in long-term
growth. The investor should be willing to accept the risks associated with
investments in common stocks and income-producing securities, including those
that are convertible into common stocks. The Series is suitable for investors
who want a current return with the possibility of capital appreciation.
Naturally, the Series cannot assure a specific rate of return or that
principal will be protected. The value of the Series' shares can be expected
to fluctuate depending upon market conditions. However, through the cautious
selection and supervision of its portfolio, the Series will strive to achieve
its objective of long-term growth through both income and capital
appreciation without undue risk to principal.
<PAGE> 19
HIGH YIELD SERIES
The objective of the High Yield Series is to seek the highest current
income which Delaware Management believes is consistent with prudent
investment management. The strategy is to invest primarily in those
securities having a liberal and consistent yield and those tending to reduce
the risk of market fluctuations. The Series will invest at least 80% of its
assets at the time of purchase in:
(1) Corporate Bonds. The Series will invest in both rated and unrated
bonds. See Appendix A to this Prospectus for information concerning ratings.
Unrated bonds may be more speculative in nature than rated bonds;
(2) Securities issued or guaranteed by the U.S. Government, its agencies or
instrumentalities; and
(3) Commercial paper of companies rated A-1 or A-2 by S&P or rated P-1 or
P-2 by Moody's Investors Service, Inc. ("Moody's").
Investment Strategy
The Series expects to invest at least 80% of its assets in securities of
the types described above. The Series must invest the remaining assets, if
any, in income-producing securities, including common stocks and preferred
stocks, some of which may have convertible features or attached warrants. For
temporary defensive purposes, the Series may hold a substantial portion of
its assets in cash or short-term obligations. In the long run, the Series'
assets are expected to be invested primarily in unrated corporate bonds and
bonds rated BBB or lower by S&P.
Risk Factors
The assets of the High Yield Series may be invested primarily in bonds
rated BBB or lower by S&P or Baa or lower by Moody's and in unrated corporate
bonds. See Appendix A to this Prospectus for more rating information.
Investing in these so-called "junk" or "high-yield" bonds entails certain
risks, including the risk of loss of principal, which may be greater than the
risks involved in investment grade bonds, and which should be considered by
investors contemplating an investment in the Series. Such bonds are sometimes
issued by companies whose earnings at the time of issuance are less than the
projected debt service on the junk bonds. In addition to the considerations
discussed elsewhere in this Prospectus, those risks include the following:
Youth and Volatility of the High-Yield Market. Although the market for
high-yield bonds has been in existence for many years, including periods of
economic downturns, the high-yield market grew rapidly during the long
economic expansion which took place in the United States during the 1980s.
During that economic expansion, the use of high-yield debt securities to
fund highly leveraged corporate acquisitions and restructurings increased
dramatically. As a result, the high-yield market grew substantially during
that economic expansion. Although experts disagree on the impact recessionary
periods have had and will have on the high-yield market, some analysts
believe a protracted economic downturn would severely disrupt the market for
high-yield bonds, would adversely affect the value of outstanding bonds and
would adversely affect the ability of high-yield issuers to repay principal
and interest. Those analysts cite volatility experienced in the high-yield
market in the past as evidence for their position. It is likely that
protracted periods of economic uncertainty would result in increased
volatility in the market prices of high-yield bonds, an increase in the
number of high-yield bond defaults and corresponding volatility in the
Series' net asset value. At times in the past, uncertainty and volatility in
the high-yield market resulted in volatility in the Series' net asset value.
<PAGE> 20
Redemptions. If, as a result of volatility in the high-yield market or other
factors, the Series experiences substantial net redemptions of the Series'
shares for a sustained period of time (i.e., more shares of the Series are
redeemed than are purchased), the Series may be required to sell securities
without regard to the investment merits of the securities to be sold. If the
Series sells a substantial number of securities to generate proceeds for
redemptions, the asset base of the Series will decrease and the Series'
expense ratio may increase.
Liquidity and Valuation. The secondary market for high-yield securities is
currently dominated by institutional investors, including mutual funds and
certain financial institutions. There is generally no established retail
secondary market for high-yield securities. As a result, the secondary market
for high-yield securities is more limited and less liquid than other
secondary securities markets. The high-yield secondary market is particularly
susceptible to liquidity problems when the institutions which dominate it
temporarily cease buying bonds for regulatory, financial or other reasons,
such as the savings and loan crisis. A less liquid secondary market may have
an adverse affect on the Series' ability to dispose of particular issues,
when necessary, to meet the Series' liquidity needs or in response to a
specific economic event, such as the deterioration in the creditworthiness of
the issuer. In addition, a less liquid secondary market makes it more
difficult for the Series to obtain precise valuations of the high-yield
securities in its portfolio. During periods involving such liquidity
problems, judgment plays a greater role in valuing high-yield securities than
is normally the case. The secondary market for high-yield securities is also
generally considered to be more likely to be disrupted by adverse publicity
and investor perceptions than the more established secondary securities
markets. The Series' privately placed high-yield securities are particularly
susceptible to the liquidity and valuation risks outlined above.
Legislative and Regulatory Action and Proposals. There are a variety of
legislative actions which have been taken or which are considered from time
to time by the United States Congress which could adversely affect the market
for high-yield bonds. For example, Congressional legislation limited the deduc
tibility of interest paid on certain high-yield bonds used to finance
corporate acquisitions. Also, Congressional legislation has, with some
exceptions, generally prohibited federally-insured savings and loan
institutions from investing in high-yield securities. Regulatory actions have
also affected the high-yield market. For example, many insurance companies
have restricted or eliminated their purchases of high-yield bonds as a result
of, among other factors, actions taken by the National Association of
Insurance Commissioners. If similar legislative and regulatory actions are
taken in the future, they could result in further tightening of the secondary
market for high-yield issues, could reduce the number of new high-yield
securities being issued and could make it more difficult for the Series to
attain its investment objective.
<PAGE> 21
Zero Coupon Bonds and Pay-in-Kind Bonds. Although the Series does not
generally purchase a substantial amount of zero coupon bonds or pay-in-kind
("PIK") bonds, from time to time the Fund may acquire zero coupon bonds and,
to a lesser extent, PIK bonds. Zero coupon bonds and PIK bonds are generally
considered to be more interest-sensitive than income-bearing bonds, to be
more speculative than interest-bearing bonds, and to have certain tax
consequences which could, under certain circumstances, be adverse to the
Series. For example, the Series accrues, and is required to distribute to
shareholders, income on its zero coupon bonds. However, the Series may not
receive the cash associated with this income until the bonds are sold or
mature. If the Series did not have sufficient cash to make the required
distribution of accrued income, the Series could be required to sell other
securities in its portfolio or to borrow to generate the cash required.
CAPITAL RESERVES SERIES
The Capital Reserves Series' objective is to seek a high stable level of
current income while attempting to minimize fluctuations in principal and
provide maximum liquidity. The Series intends to achieve its objective by
investing its assets in a diversified portfolio of short- and
intermediate-term securities, including securities issued or guaranteed by
the U.S. Government, its agencies or instrumentalities, instruments secured
by such securities and investment grade corporate notes, bonds and other debt
securities. See Diversification.
The Series is not a money market fund. A money market fund is designed for
stability of principal; consequently, the level of income fluctuates. The
Series is designed for greater stability of income at a relatively higher
level; consequently, the principal value will fluctuate over time.
Investment Strategy
The Series will attempt to provide investors with yields higher than those
available in money market vehicles by extending its portfolio maturities.
Maturity Restrictions
The Series seeks to reduce the effects of interest rate volatility on
principal by normally maintaining the average weighted maturity of the
Series' portfolio within the five- to seven-year range and not in excess of
ten years. The decision to position the portfolio at any point within this
permissible maturity range will be guided by Delaware Management's perception
of the direction of interest rates and the risks in the fixed income markets,
generally. If, in Delaware Management's judgment, interest rates are
relatively high and borrowing requirements in the economy are weakening, the
manager, generally, will extend the average weighted maturity of the Series.
Conversely, if, in its judgment, interest rates are relatively low and
borrowing requirements appear to be strengthening, it, generally, will
shorten the average weighted maturity. Delaware Management has the ability to
purchase individual securities with a remaining maturity of up to 15 years.
<PAGE> 22
Quality Restrictions
The Series will invest in:
(1) securities issued or guaranteed by the U.S. Government (e.g., Treasury
Bills and Notes), its agencies (e.g., Federal Housing Administration) or
instrumentalities (e.g., Federal Home Loan Bank) or government-sponsored
corporations (e.g., Federal National Mortgage Association) and repurchase
agreements collateralized by such securities;
(2) corporate notes, bonds and other debt securities rated investment grade
(e.g., BBB or better by S&P or Baa or better by Moody's) or, if unrated,
those securities considered to be of comparable quality by Delaware
Management;
(3) mortgage-backed securities, i.e., bonds collateralized by
mortgage-backed pass-through securities such as GNMA, FNMA and FHLMC, rated
investment grade (e.g., BBB or better by S&P or Baa or better by Moody's) or,
if unrated, those securities considered to be of comparable quality by
Delaware Management. See Other Considerations--Mortgage-Backed Securities;
(4) certificates of deposit and obligations of both U.S. and foreign banks
if they have assets of at least one billion dollars;
(5) commercial paper of companies rated P-1 or P-2 by Moody's and/or A-1 or
A-2 by S&P; and
(6) asset-backed securities, i.e., securities backed by assets such as home
equity loans and credit card receivables rated AAA by S&P or Aaa by Moody's.
See Other Considerations--Asset-Backed Securities.
Debt securities rated in the fourth category of investment grade (e.g., BBB
by S&P or Baa by Moody's) may have speculative characteristics. Changes in
economic conditions or other circumstances are more likely to lead to a
weakened capacity by issuers of such debt to make principal and interest
payments than is the case with higher rated debt. To the extent that the
rating of a corporate debt security held by the Series falls below such
fourth grade or Delaware Management determines that an unrated security no
longer is of comparable quality, the Series, as soon as practicable, will
dispose of such security, unless such disposal, in the judgment of Delaware
Management, would be detrimental to the Series in light of then prevailing
market conditions.
The Series may be suitable for the individual who wants relatively stable
and high income flow and the security associated with a portfolio of U.S.
Government- (or agency-) backed and other investment grade investments. The
investor should be willing to accept the risks associated with investing in
these securities. The types of securities in which the Series invests is
subject to fluctuations in net asset value, as well as yield. Therefore, the
Series may not be suitable for people whose overriding objective is stability
of principal. The market value of fixed income securities generally is
affected by changes in the level of interest rates. When interest rates rise,
the share value will tend to fall, and when interest rates fall, the share
value will tend to rise.
As noted above, the Series will invest in securities issued or guaranteed
by the U.S. Government, its agencies or instrumentalities or certain
corporations sponsored or established by the U.S. Government. U.S. Treasury
securities are backed by the "full faith and credit" of the United States.
Securities issued or guaranteed by Federal agencies and U.S. Government
sponsored instrumentalities may or may not be backed by the full faith and
credit of the United States. In the case of securities not backed by the full
faith and credit of the United States, the investors must look principally to
the agency or instrumentality issuing or guaranteeing the obligation for
ultimate repayment, and may not be able to assert a claim against the United
States itself in the event the agency or instrumentality does not meet its
commitment. Agencies which are backed by the full faith and credit of the
United States include the Export-Import Bank, Farmers Home Administration,
Federal Financing Bank, and others. Certain agencies and instrumentalities,
such as the Government National Mortgage Association (GNMA), are, in effect,
backed by the full faith and credit of the United States through provisions
in their charters that they may make "indefinite and unlimited" drawings on
the Treasury, if needed to service its debt. Debt from certain other agencies
and instrumentalities, including the Federal Home Loan Bank and Federal
National Mortgage Association (FNMA), are not guaranteed by the United
States, but those institutions are protected by the discretionary authority
for the U.S. Treasury to purchase certain amounts of their securities to
assist the institution in meeting its debt obligations. Finally, other
agencies and instrumentalities, such as the Farm Credit System and the
Federal Home Loan Mortgage Corporation (FHLMC), are federally chartered
institutions under U.S. Government supervision, but their debt securities are
backed only by the creditworthiness of those institutions, not the U.S.
Government.
<PAGE> 23
Some of the U.S. Government agencies that issue or guarantee securities
include the Export-Import Bank of the United States, Farmers Home
Administration, Federal Housing Administration, Maritime Administration,
Small Business Administration, and the Tennessee Valley Authority.
An instrumentality of the U.S. Government agency is a government agency
organized under Federal charter with government supervision.
Instrumentalities issuing or guaranteeing securities include, among others,
Federal Home Loan Banks, the Federal Land Banks, Central Bank for
Cooperatives, Federal Immediate Credit Banks, and the Federal National
Mortgage Associations.
MONEY MARKET SERIES
As a money market fund, this Series' objective is to seek to provide
maximum current income, while preserving principal and maintaining liquidity,
by investing at least 80% of its assets in a diversified portfolio of money
market securities and managing the portfolio to maintain a constant $10 per
share value. While the Series will make every effort to maintain a fixed net
asset value of $10 per share, there can be no assurance that this objective
will be achieved.
Quality Restrictions
The Series limits its investments to those which the Board of Directors has
determined present minimal credit risks and are of high quality and which
will otherwise meet the maturity, quality and diversification conditions with
which taxable money market funds must comply.
The Series' investments include securities issued or guaranteed by the U.S.
Government (e.g., Treasury Bills and Notes) or by the credit of its agencies
or instrumentalities (e.g., Federal Housing Administration and Federal Home
Loan Bank). The Series may invest in the certificates of deposit and
obligations of both U.S. and foreign banks if they have assets of at least
one billion dollars in accordance with the maturity, quality and
diversification conditions with which taxable money market funds must comply.
The Series also may purchase commercial paper and other corporate
obligations; if such a security or, as relevant, its issuer, is considered to
be rated, at the time of the proposed purchase, it or, as relevant, its
issuer, must be so rated in one of the two highest rating categories (e.g.,
for commercial paper, A-2 or better by S&P and P-2 or better by Moody's; and,
for other corporate obligations, AA or better by S&P and Aa or better by
Moody's) by at least two nationally-recognized statistical rating
organizations approved by the Board of Directors or, if such security is not
so rated, the purchase of the security must be approved or ratified by the
Board of Directors in accordance with the maturity, quality and
diversification conditions with which taxable money market funds must comply.
Appendix A of Part B describes the ratings of S&P, Moody's, Duff and Phelps,
Inc. and Fitch Investors Service, Inc., four of the better-known statistical
rating organizations.
<PAGE> 24
Maturity Restrictions
The Series maintains an average maturity of not more than 90 days. Also, it
does not purchase any instruments with an effective remaining maturity of
more than 13 months.
Investment Techniques
The Series intends to hold its investments until maturity, but may sell
them prior to maturity for a number of reasons. These reasons include: to
shorten or lengthen the average maturity, to increase the yield, to maintain
the quality of the portfolio or to maintain a stable share value.
If there were a national credit crisis, an issuer were to become insolvent
or interest rates were to rise, principal values could be adversely affected.
Investments in foreign banks and overseas branches of U.S. banks may be
subject to less stringent regulations and different risks than U.S. domestic
banks.
GROWTH SERIES
The objective of the Series is long-term capital appreciation. The Series'
strategy is to invest primarily in common stocks that, in the judgment of
Delaware Management, are of superior quality and in securities that are
convertible into such common stocks.
Investment Strategy
The Series will attempt to achieve its objective by purchasing securities
issued by companies whose earnings Delaware Management believes will grow
more rapidly than the average of those listed in the S&P 500 Stock Index.
Delaware Management's emphasis will be on the securities of companies that,
in its judgment, have the characteristics supporting such earnings growth.
This judgment will be based on, among other things, the financial strength of
the company, the expertise of its management, the growth potential of the
company within the industry and the growth potential of the industry itself.
The focus will be on those securities of companies Delaware Management
believes have established themselves within their industry while maintaining
growth potential.
While management believes its objective may best be achieved by investing
in common stock, the Series may also invest in other securities including,
but not limited to, convertible securities, warrants, preferred stock, bonds
and foreign securities. Any specific investment will be dependent upon the
judgment of Delaware Management. Investments may be held for any period of
time.
<PAGE> 25
The Series may make foreign investments through the purchase and sale of
sponsored or unsponsored American Depository Receipts ("ADRs"). Adrs are
receipts typically issued by a U.S. bank or trust company which evidence
ownership of underlying securities issued by a foreign corporation.
"Sponsored" ADRs are issued jointly by the issuer of the underlying security
and a depository, whereas "unsponsored" ADRs are issued without participation
of the issuer of the deposited security. Holders of unsponsored ADRs
generally bear all the costs of such facilities and the depository of an
unsponsored facility frequently is under no obligation to distribute
shareholder communications received from the issuer of the deposited security
or to pass through voting rights to the holders of such receipts in respect
of the deposited securities. Therefore, there may not be a correlation
between information concerning the issuer of the security and the market
value of an unsponsored ADR.
Should the market warrant a temporary, defensive approach, the Series may
also invest in fixed income obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities, as well as corporate bonds of
investment quality rated Baa or above by Moody's or BBB or above by S&P.
The Series may be suitable for the patient investor interested in long-term
capital appreciation. Providing current income is not an objective of the
Series and any income produced is expected to be minimal. The investor should
be willing to accept the risks associated with investments in domestic and
international securities. Ownership of Series shares reduces the bookkeeping
and administrative inconveniences connected with direct purchases of these
securities. Because the net asset value may fluctuate at times in response to
market conditions, the Series is not appropriate for a short-term investor.
MULTIPLE STRATEGY SERIES
The Multiple Strategy Series seeks to provide a balance of capital
appreciation, income and preservation of capital by strategically allocating
its assets among fixed income and equity securities, that, in the judgment of
Delaware Management, are believed to have the best potential for achieving
the Series' objective.
Investment Strategy
The Series seeks a balance of capital appreciation, income and preservation
of capital. As a "balanced" fund, the Series will generally invest at least
25% of its assets in fixed income securities, including U.S. Government
securities and corporate bonds. The balance of the portfolio will be
allocated to equity securities principally, including convertible securities,
and also to cash and cash equivalents. If the Series invested in convertible
securities, the value of the convertible security would be allocated to its
fixed income component and its conversion rights component for purposes of
the 25% fixed income allocation.
The Series uses a dividend-oriented valuation strategy to select individual
securities in which it will invest. In seeking capital appreciation, the
Series invests primarily in common stocks of established companies believed
to have a potential for long-term capital growth. In seeking current income
and preservation of capital, in addition to capital appreciation, the Series
invests in various types of fixed income securities, including U.S.
Government and government agency securities and corporate bonds. The Series
intends to invest in bonds that are rated in the top four grades by a
nationally-recognized rating agency (i.e., Moody's or S&P) at the time of
purchase, or, if unrated, are determined to be equivalent to the top four
grades in the judgment of Delaware Management. The fourth grade is considered
medium grade and may have some speculative characteristics. To the extent
that the rating of a security held by the Series falls below the fourth grade
or Delaware Management determines that an unrated security no longer is of
comparable quality, the Series, as soon as practicable, will dispose of such
security, unless such disposal, in the judgment of Delaware Management, would
be detrimental in light of then prevailing market conditions. Typically, the
maturity of the bonds will range between five and 30 years. The Series may
not concentrate investments in any industry, which means not investing more
than 25% of its assets in any one industry.
<PAGE> 26
The Series may invest in shares or convertible bonds issued by real estate
investment trusts ("REITS"). REITS invest primarily in income-producing real
estate as well as real estate related loans or interests. A REIT is not taxed
on income distributed to shareholders if it complies with several
requirements relating to its organization, ownership, assets and income, and
a requirement that it distribute to its shareholders at least 95% of its
taxable income (other than net capital gains) for each taxable year. The
Series anticipates investing only in REITS that invest the majority of their
assets directly in real property and derive their income primarily from
rents, which are known as "equity REITS." Equity REITS can also realize
capital gains by selling properties that have appreciated in value.
In pursuing its investment objective, the Series may hold securities for
any period of time. For temporary, defensive purposes, the Series may hold a
substantial portion of its assets in cash or short-term obligations,
including repurchase agreements.
The Series may be suitable for the patient investor interested in long-term
capital appreciation. The investor should be willing to accept the risks
associated with investments in equity and fixed income securities.
The value of the Series' shares can be expected to fluctuate depending upon
market conditions and, thus, an investment in the Series may not be
appropriate for a short-term investor. Investment results of the Series will
be affected by the ability of Delaware Management to anticipate changes in
economic and market conditions and, consequently, there can be no assurance
that the Series' investment objective will be realized.
INTERNATIONAL EQUITY SERIES
The objective of the International Equity Series is to achieve long-term
growth without undue risk to principal. The Series seeks to achieve this
objective by investing primarily in securities that provide the potential for
capital appreciation and income. The Series is an international fund. As
such, it may invest in securities issued in any currency and may hold
foreign currency. Under normal circumstances, at least 65% of the Series'
assets will be invested in the securities of issuers organized or having a
majority of their assets in or deriving a majority of their operating income
in at least three different countries outside of the United States.
Securities of issuers within a given country may be denominated in the
currency of another country or in multinational currency units such as the
European Currency Unit ("ECU"). The Series will operate as a diversified fund
for purposes of the 1940 Act.
<PAGE> 27
Investment Strategy
The Series will attempt to achieve its objective by investing in a broad
range of equity securities including common stocks, preferred stocks,
convertible securities and warrants. Delaware International will employ a
dividend discount analysis across country boundaries and will also use a
purchasing power parity approach to identify currencies and markets that are
overvalued or undervalued relative to the U.S. dollar.
With a dividend discount analysis, Delaware International looks at future
anticipated dividends and discounts the value of those dividends back to what
they would be worth if they were being paid today. Delaware International
uses this technique to attempt to compare the value of different investments.
With a purchasing power parity approach, Delaware International attempts to
identify the amount of goods and services that a dollar will buy in the United
States and compare that to the amount of a foreign currency required to buy
the same amount of goods and services in another country. When the dollar
buys less, the foreign currency may be considered to be overvalued. When the
dollar buys more, the currency may be considered to be undervalued.
Eventually, currencies should trade at levels that should make it possible
for the dollar to buy the same amount of goods and services overseas as in
the United States. The Series may also invest in sponsored or unsponsored
American Depository Receipts or European Depository Receipts.
While the Series may purchase securities in any foreign country, developed
and underdeveloped, or emerging market countries, it is currently anticipated
that the countries in which the Series may invest will include, but not be
limited to, Canada, Germany, the United Kingdom, France, the Netherlands,
Belgium, Spain, Switzerland, Japan, Australia, Hong Kong, and
Singapore/Malaysia. With respect to certain countries, investments by an
investment company may only be made through investments in closed-end
investment companies that in turn are authorized to invest in the securities
of such countries. Any investment the Series may make in other investment
companies is limited in amount by the 1940 Act and would involve the indirect
payment of a portion of the expenses, including advisory fees, of such other
investment companies.
For temporary, defensive purposes, the Series may invest all or a
substantial portion of its assets in high quality debt instruments issued by
foreign governments, their agencies, instrumentalities or political
subdivisions, the U.S. Government, its agencies or instrumentalities and
which are backed by the full faith and credit of the U.S. Government, or
issued by foreign or U.S. companies. Any corporate debt obligations will be
rated AA or better by S&P, or Aa or better by Moody's or, if unrated, will be
determined to be of comparable quality by Delaware International. For
example, the Series may enter the global fixed income markets when Delaware
International believes that the global equity markets are excessively
volatile or overvalued so that the Series' objective cannot be achieved in
such markets. In addition, the Series may invest in the U.S. fixed income
markets for temporary, defensive purposes when Delaware International
believes that the international equity and fixed income markets are
evidencing such excessive volatility or overvaluation. The Series may also
invest in the securities listed for defensive investing pending investment
of proceeds from new sales of Series shares and to maintain sufficient cash
to meet redemption requests.
<PAGE> 28
The Series may be suitable for the patient investor interested in long-term
growth through investments that provide the potential for capital
appreciation and income. The investor should be willing to accept the risks
associated with investments in foreign equity securities in which the Series
may invest, as well as the special investment techniques in which the Series
may engage. Naturally, the Series cannot assure a specific rate of return or
that principal will be protected. The value of the Series' shares can be
expected to fluctuate depending upon market conditions. However, through the
cautious selection and supervision of its portfolio, the Series will strive
to achieve its objective of long-term growth. See Risk Factors.
Foreign Currency Transactions
Although the Fund values its assets daily in terms of U.S. dollars, it does
not intend to convert its holdings of foreign currencies into U.S. dollars on
a daily basis. The Series will, however, from time to time, purchase or sell
foreign currencies and/or engage in forward foreign currency transactions in
order to expedite settlement of portfolio transactions and to minimize
currency value fluctuations. The Series may conduct its foreign currency
exchange transactions on a spot (i.e., cash) basis at the spot rate
prevailing in the foreign currency exchange market or through entering into
contracts to purchase or sell foreign currencies at a future date (i.e., a
"forward foreign currency" contract or "forward" contract). A forward
contract involves an obligation to purchase or sell a specific currency at a
future date, which may be any fixed number of days from the date of the
contract, agreed upon by the parties, at a price set at the time of the
contract. The Series will convert currency on a spot basis from time to time,
and investors should be aware of the costs of currency conversion.
The Series may enter into forward contracts to "lock in" the price of a
security it has agreed to purchase or sell, in terms of U.S. dollars or other
currencies in which the transaction will be consummated. By entering into a
forward contract for the purchase or sale, for a fixed amount of U.S. dollars
or foreign currency, of the amount of foreign currency involved in the
underlying security transaction, the Series will be able to protect itself
against a possible loss resulting from an adverse change in currency exchange
rates during the period between the date the security is purchased or sold
and the date on which payment is made or received.
When the Series' investment manager believes that the currency of a
particular country may suffer a significant decline against the U.S. dollar
or against another currency, the Series may enter into a forward foreign
currency contract to sell, for a fixed amount of U.S. dollars or other
appropriate currency, the amount of foreign currency approximating the value
of some or all of the Series' securities denominated in such foreign
currency.
The Series will not enter into forward contracts or maintain a net exposure
to such contracts where the consummation of the contracts would obligate the
Series to deliver an amount of foreign currency in excess of the value of the
Series' securities or other assets denominated in that currency.
At the maturity of a forward contract, the Series may either sell the
portfolio security and make delivery of the foreign currency, or it may
retain the security and terminate its contractual obligation to deliver the
foreign currency by purchasing an "offsetting" contract with the same
currency trader obligating it to purchase, on the same maturity date, the
same amount of the foreign currency. The Series may realize a gain or loss
from currency transactions.
<PAGE> 29
The Series also may purchase and write put and call options on foreign
currencies (traded on U.S. and foreign exchanges or over-the-counter) for
hedging purposes to protect against declines in the U.S. dollar cost of
foreign securities held by the Series and against increases in the U.S.
dollar cost of such securities to be acquired. Call options on foreign
currency written by the Series will be covered, which means that the Series
will own the underlying foreign currency. With respect to put options on
foreign currency written by the Series, the Series will establish a
segregated account with its custodian bank consisting of cash, U.S.
Government securities or other high-grade liquid debt securities in an
amount equal to the amount the Series will be required to pay upon exercise
of the put. See Risk Factors.
Futures Contracts and Options on Futures Contracts
The Series may enter into contracts for the purchase or sale for future
delivery of securities or foreign currencies. The principal purpose of the
purchase or sale of futures contracts for the Series is to protect the Series
against the fluctuations in interest or exchange rates which otherwise might
adversely affect the value of the Series' portfolio securities or adversely
affect the prices of securities which the Series intends to purchase at a
later date without actually buying or selling such securities. See Other
Considerations--Futures Contracts and Options on Futures Contracts and Risk
Factors.
Risk Factors
Shareholders should understand that all investments involve risk and there
can be no guarantee against loss resulting from an investment in the
International Equity Series, nor can there be any assurance that the Series'
investment objective will be attained.
The Series has the right to purchase securities in any foreign country,
developed and underdeveloped, or emerging market countries. Investors should
consider carefully the substantial risks involved in investing in securities
issued by companies and governments of foreign nations. These risks are in
addition to the usual risks inherent in domestic investments. There is the
possibility of expropriation, nationalization or confiscatory taxation, taxation
of income earned in foreign nations or other taxes imposed with respect to
investments in foreign nations, foreign exchange control (which may include
suspension of the ability to transfer currency from a given country), default
in foreign government securities, political or social instability or diplomatic
developments which could affect investments in securities of issuers in
those nations. In addition, in many countries there is less publicly
available information about issuers than is available in reports about companies
in the United States. Foreign companies are not subject to uniform
accounting, auditing and financial reporting standards, and auditing
practices and requirements may not be comparable to those applicable to
United States companies. Further, the Series may encounter difficulty or be
unable to pursue legal remedies and obtain judgments in foreign courts.
Commission rates on securities transactions in foreign countries, which are
sometimes fixed rather than subject to negotiation as in the United States,
are likely to be higher. Further, the settlement period of securities
transactions in foreign markets may be longer than in domestic markets. In
many foreign countries, there is less government supervision and regulation
of business and industry practices, stock exchanges, brokers and listed
companies than in the United States. The foreign securities markets of many
of the countries in which the Series may invest may also be smaller, less
liquid, and subject to greater price volatility than those in the United
States.
<PAGE> 30
Compared to the United States and other developed countries, underdeveloped
countries may have relatively unstable governments, economies based on only a
few industries, and securities markets that trade a small number of
securities. Prices on these exchanges tend to be volatile and, in the past,
securities in these countries have offered greater potential for gain (as
well as loss) than securities of companies located in developed countries.
Further, investments by foreign investors are subject to a variety of
restrictions in many underdeveloped countries. These restrictions may take
the form of prior governmental approval, limits on the amount or type of
securities held by foreigners, and limits on the types of companies in which
foreigners may invest. Additional restrictions may be imposed at any time by
these or other countries in which the Series invests. In addition, the
repatriation of both investment income and capital from several foreign
countries is restricted and controlled under certain regulations, including,
in some cases, the need for certain governmental consents. Although these
restrictions may in the future make it undesirable to invest in
underdeveloped countries, the Series' investment manager does not believe
that any current repatriation restrictions would affect its decision to
invest in such countries.
As in the case of other kinds of options, the writing of an option on
foreign currency will constitute only a partial hedge, up to the amount of
the premium received, and the Series could be required to purchase or sell
foreign currencies at disadvantageous exchange rates, thereby incurring
losses. The purchase of an option on foreign currency may constitute an
effective hedge against fluctuations in exchange rates, although, in the
event of rate movements adverse to the Series' position, the Series may
forfeit the entire amount of the premium plus related transaction costs.
With respect to forward foreign currency contracts, the precise matching of
forward contract amounts and the value of the securities involved is
generally not possible since the future value of such securities in foreign
currencies will change as a consequence of market movements in the value of
those securities between the date the forward contract is entered into and
the date it matures. The projection of short-term currency strategy is highly
uncertain.
It is impossible to forecast the market value of portfolio securities at
the expiration of the contract. Accordingly, it may be necessary for the
Series to purchase additional foreign currency on the spot market (and bear
the expense of such purchase) if the market value of the security is less
than the amount of foreign currency the Series is obligated to deliver (and
if a decision is made to sell the security and make delivery of the foreign
currency). Conversely, it may be necessary to sell on the spot market some of
the foreign currency received upon the sale of the portfolio security if its
market value exceeds the amount of foreign currency the Series is obligated
to deliver.
VALUE SERIES
The objective of the Series is capital appreciation. The strategy will be
to invest primarily in common stocks and issues convertible into common
stocks which, in the opinion of Delaware Management, have market values
which appear low relative to their underlying value or future earnings and
growth potential.
Securities will be purchased that Delaware Management believes to be
undervalued in relation to asset value or long-term earning power of the
companies. Delaware Management may also invest in securities of companies
where current or anticipated favorable changes within a company provide an
opportunity for capital appreciation. Delaware Management's emphasis will be
on securities of companies that may be temporarily out of favor or whose
value is not yet recognized by the market.
<PAGE> 31
Delaware Management will consider the financial strength of the company,
the nature of its management and any developments affecting the security, the
company or the industry. Securities may be out of favor due to a variety of
factors, such as lack of an institutional following, or unfavorable
developments affecting the issuer of the securities, such as poor earning
reports, dividend reductions or cyclical economic or business conditions.
Other securities considered by Delaware Management would include those of
companies where current or anticipated favorable changes such as a new
product or service, technological breakthrough, management change, projected
takeovers, changes in capitalization or redefinition of future corporate
operations provide an opportunity for capital appreciation. Delaware
Management will also consider securities where trading patterns suggest that
significant positions are being accumulated by officers of the company,
outside investors or the company itself. Delaware Management feels it may
uncover situations where those who have a vested interest in the company feel
the securities are undervalued and have appreciation potential.
Although the Series will constantly strive to attain the objective of
long-term growth, there can be no assurance that it will be attained. If
Delaware Management believes that market conditions warrant, the Series may
employ options strategies. Also, on a temporary, defensive basis, Delaware
Management may invest in fixed income obligations. The objective of the
Series may not be changed without shareholder approval.
Investment Strategy
While management believes that the Series' objective may best be attained
by investing in common stocks, the Series may also invest in other securities
including, but not limited to, convertible securities, warrants, preferred
stocks, bonds and foreign securities. Although it is expected to receive
relatively less emphasis, the Series may also invest in fixed income
securities without regard to a minimum grade level in pursuit of its
objective where there are favorable changes in a company's earnings or growth
potential or where general economic conditions and the interest rate
environment provide an opportunity for declining interest rates and consequent
appreciation in these securities. The strategies employed are dependent upon
the judgment of Delaware Management.
In investing for capital appreciation, the Series may hold securities for
any period of time. The degree of portfolio activity will affect brokerage
costs of the Series.
Should the market warrant a temporary, defensive approach, the Series may
also invest in fixed income obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities, as well as money market
instruments, and corporate bonds rated A or above by Moody's or S&P.
The Series may write covered call options on individual issues as well as
write call options on stock indices. The Series may also purchase put options
on individual issues and on stock indices. Delaware Management will employ
these techniques in an attempt to protect appreciation attained, to offset
capital losses and to take advantage of the liquidity available in the option
markets. The ability to hedge effectively using options on stock indices will
depend, in part, on the correlation between the composition of the index and
the Series' portfolio as well as the price movement of individual securities.
The Series does not currently intend to write or purchase stock index
options.
<PAGE> 32
While there is no limit on the amount of the Series' assets which may be
invested in covered call options, the Series will not invest more than 2% of
its net assets in put options. The Series will only use Exchange-traded
options. See Other Considerations--Options, below.
The Series may enter into futures contracts and buy and sell options on
futures contracts relating to securities, securities indices or interest
rates. See Other Considerations--Futures Contracts and Options on Futures
Contracts, below.
Risk Factors
The Series may be suitable for the patient investor interested in long-term
capital appreciation. The investor should be willing to accept the risks
associated with investments in domestic and international securities (and
currency hedging transactions in connection therewith), as these investments
may be speculative and subect the Series to an additional risk. See Foreign
Securities and Foreign Currency Transactions under Other Considerations.
Investing in a company temporarily out of favor may involve the risk that the
anticipated favorable change may not occur and, as a result, that security
may decline in value or not appreciate as expected. Although it will receive
relatively minor emphasis in pursuit of its objective, the Series may also
purchase, at times, lower rated or unrated corporate bonds without regard to
a grade minimum, which may be considered speculative and may increase the
portfolio's credit risk. Although the Series will not ordinarily purchase
bonds rated below B by Moody's or S&P (i.e., high-yield, high-risk fixed
income securities), it may do so if Delaware Management believes that
capital appreciation is likely. The Series will not invest more than 25% of
its net assets in bonds rated below B. Investing in such lower rated debt
securities may involve certain risks not typically associated with higher
rated securities. Such bonds are considered very speculative and may possibly
be in default or have interest payments in arrears. See High Yield Series for
additional information on the risks associated with such securities.
Net asset value may fluctuate at times in response to market conditions
and, as a result, the Series is not appropriate for a short-term investor.
This Series is designed primarily for capital appreciation. Providing
current income is not an objective of the Series. Any income produced is
expected to be minimal.
EMERGING GROWTH SERIES
Investment Strategy
The objective of the Series is long-term capital appreciation. The strategy
is to invest primarily in the common stocks and securities convertible into
common stocks of emerging and other growth-oriented companies that, in the
judgment of Delaware Management, are responsive to changes within the
marketplace and have the fundamental characteristics to support growth.
The Series will seek to identify changing and dominant trends within the
economy, the political arena and our society. The Series will purchase
securities which it believes will benefit from these trends and which have
the fundamentals to exploit them. The fundamentals include managerial skills,
product development and sales and earnings.
In investing for capital appreciation, the Series may hold securities for
any period of time. The Series may invest in repurchase agreements, but will
not normally do so except to invest excess cash balances. The Series may also
invest in foreign securities.
<PAGE> 33
The Series may purchase privately placed securities the resale of which is
restricted under applicable securities laws. Such securities may offer a
higher return than comparably registered securities but involve some
additional risk as they can be resold only in privately negotiated
transactions, in accordance with an exemption from the registration
requirements under applicable securities laws or after registration.
Income is not an objective of the Series. However, should the market
warrant a temporary defensive approach, the Series may also invest in cash
equivalents, and fixed income obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities, as well as corporate bonds.
Although the Series will constantly strive to attain the objective of
long-term capital growth, there can be no assurance that it will be attained.
The objective of the Series may not be changed without shareholder approval.
Part B provides more information on the Series' investment policies and
restrictions.
The Series may be suitable for the patient investor interested in long-term
capital appreciation. The prices of common stock, especially those of smaller
companies, tend to fluctuate, particularly in the short-term. The investor
should be willing to accept the risks associated with investments in
growth-oriented securities, some of which may be speculative and subject the
Series to an additional risk.
Net asset value may fluctuate in response to market conditions and, as a
result, the Series is not appropriate for a short-term investor.
This Series is designed primarily for capital appreciation. Providing
current income is not an objective of the Series. Any income produced is
expected to be minimal. An investor should not consider a purchase of Series
shares as equivalent to a complete investment program.
For hedging purposes, the Series may engage in options activity and enter
into futures contracts and options on futures contracts. For a discussion on
these instruments, see Other Considerations--Options and Other
Considerations--Futures Contracts and Options on Futures Contracts.
OTHER CONSIDERATIONS
When-Issued Securities
Consistent with their respective objectives, each Series may invest in U.S.
Government securities and corporate debt obligations on a when-issued basis
("when-issued securities"). These securities involve commitments to buy a new
issue with settlement up to 60 days later. The average settlement date for
when-issued securities purchased by the Series is generally between 30 and 45
days. During the time between the commitment and settlement, the Series do
not accrue interest, but the market value of the bonds may fluctuate. This
can result in a Series' share value increasing or decreasing. The Series will
not ordinarily sell when-issued securities prior to settlement. If a Series
invests in securities of this type, it will maintain a segregated account to
pay for them and mark the account to market daily.
<PAGE> 34
Mortgage-Backed Securities
The Capital Reserves and Multiple Strategy Series may also invest in
mortgage-backed securities issued or guaranteed by the U.S. Government, its
agencies or instrumentalities or government sponsored corporations or those
issued by certain private, non-government corporations, such as financial
institutions, if the securities are fully collateralized at the time of
issuance by securities or certificates issued or guaranteed by the U.S.
Government, its agencies or instrumentalities. Two principal types of
mortgage-backed securities are collateralized mortgage obligations (CMOs) and
real estate mortgage investment conduits (REMICs).
CMOs are debt securities issued by U.S. Government agencies or by financial
institutions and other mortgage lenders and collateralized by a pool of
mortgages held under an indenture. CMOs are issued in a number of classes or
series with different maturities. The classes or series are retired in
sequence as the underlying mortgages are repaid. Prepayment may shorten the
stated maturity of the obligation and can result in a loss of premium, if any
has been paid. Certain of these securities may have variable or floating inter
est rates and others may be stripped (securities which provide only the
principal or interest feature of the underlying security).
REMICs, which were authorized under the Tax Reform Act of 1986, are private
entities formed for the purpose of holding a fixed pool of mortgages secured
by an interest in real property. REMICs are similar to CMOs in that they
issue multiple classes of securities.
CMOs and REMICs issued by private entities are not government securities
and are not directly guaranteed by any government agency. They are secured by
the underlying collateral of the private issuer. The Series will invest in
such private-backed securities only if they are 100% collateralized at the
time of issuance by securities issued or guaranteed by the U.S. Government,
its agencies, or instrumentalities.
Asset-Backed Securities
The Capital Reserves, Multiple Strategy and Money Market Series may also
invest in securities which are backed by assets such as receivables on home
equity and credit card loans, and receivables regarding automobile, mobile
home and recreational vehicle loans, wholesale dealer floor plans and leases.
All such securities must be rated in the highest rating category by a
reputable credit rating agency (e.g., AAA by S&P or Aaa by Moody's). Such
receivables are securitized in either a pass-through or a pay-through
structure. Pass-through securities provide investors with an income stream
consisting of both principal and interest payments in respect of the
receivables in the underlying pool. Pay-through asset-backed securities are
debt obligations issued usually by a special purpose entity, which are
collateralized by the various receivables and in which the payments on the
underlying receivables provide the funds to pay the debt service on the debt
obligations issued. The Series may invest in these and other types of
asset-backed securities that may be developed in the future. It is the
Series' current policy to limit asset-backed investments to those represented
by interests in credit card receivables, wholesale dealer floor plans, home
equity loans and automobile loans.
<PAGE> 35
The rate of principal payment on asset-backed securities generally depends
upon the rate of principal payments received on the underlying assets. Such
rate of payments may be affected by economic and various other factors such
as changes in interest rates. Therefore, the yield may be difficult to
predict and actual yield to maturity may be more or less than the anticipated
yield to maturity. Due to the shorter maturity of the collateral backing such
securities, there is less of a risk of substantial prepayment than with
mortgage-backed securities. See Mortgage-Backed Securities above. Such
asset-backed securities do, however, involve certain risks not associated
with mortgage-backed securities, including the risk that security interests
cannot be adequately or in many cases, ever, established. In addition, with
respect to credit card receivables, a number of state and federal consumer
credit laws give debtors the right to set off certain amounts owed on the
credit cards, thereby reducing the outstanding balance. In the case of
automobile receivables, there is a risk that the holders may not have either
a proper or first security interest in all of the obligations backing such
receivables due to the large number of vehicles involved in a typical
issuance and technical requirements under state laws. Therefore, recoveries
on repossessed collateral may not always be available to support payments on
the securities. For further discussion concerning the risks of investing in
such asset-backed securities, see Part B.
Foreign Securities and Foreign Currency Transactions
As noted above, the International Equity Series intends to invest its
assets primarily in securities of foreign issuers. Each of the other Series
may invest up to 25% of its assets in securities of issuers organized or
having a majority of their assets in or deriving a majority of their
operating income outside the United States. In connection with investments in
foreign securities, a Series may, from time to time, conduct foreign currency
exchange transactions on a spot (i.e., cash) basis at the spot rate
prevailing in the foreign currency exchange market or through entering into
contracts to purchase or sell foreign currencies at a future date (i.e., a
"forward foreign currency" contract or "forward" contract). A Series will
engage in these foreign currency transactions in order to expedite settlement
of portfolio transactions and to minimize currency value fluctuations.
Investing in foreign securities and, in conjunction therewith, engaging in
foreign currency transactions present special considerations not presented by
investments in securities issued by United States companies. See Risk Factors
and Foreign Currency Transactions under International Equity Series for a
discussion of these considerations.
Options
To achieve the Series' objectives, the Series, except for the Money Market
Series, intend to use certain hedging techniques which might not be
conveniently available to individuals.
These techniques will be used at the respective investment manager's
discretion to protect a Series' principal value.
The Series may purchase put options, write covered call options and enter
into closing transactions in connection therewith in respect of securities in
which they may invest. The International Equity Series may also purchase call
options and enter into related closing transactions. In purchasing put and
call options, the premium paid by the Series, plus any transaction costs,
will reduce any benefit realized by the Series upon exercise of the option.
<PAGE> 36
A put option gives a Series the right to sell one of its securities for an
agreed price up to an agreed date. The advantage is that the Series can be
protected should the market value of the security decline. However, the
Series must pay a premium for this right, whether it exercises it or not.
A covered call option obligates a Series to sell one of its securities for
an agreed price up to an agreed date. The advantage is that the Series
receives premium income, which may offset the cost of purchasing put options.
However, the Series may lose the potential market appreciation of the
security if the respective investment manager's judgment is wrong and
interest rates fall.
A call option enables the purchaser, in return for the premium paid, to
purchase securities from the writer of the option at an agreed upon date. The
advantage is that the purchaser may hedge against an increase in the price of
securities it ultimately wishes to buy.
Closing transactions essentially let a Series offset a put option or call
option prior to its exercise or expiration. If it cannot effect a closing
transaction, it may have to hold a security it would otherwise sell with a
potential decline in net asset value, or deliver a security it might want to
hold.
Each Series, other than the International Equity Series, will use
Exchange-traded options, but reserve the right to use over-the-counter
options upon written notice to shareholders. The International Equity Series
may use both Exchange-traded and over-the-counter options. Certain
over-the-counter options may be illiquid. The International Equity Series
will only invest in such options to the extent consistent with its 10% limit
on investments in illiquid securities.
The Growth, International Equity, Value and Emerging Growth Series also may
write call options and purchase put options on stock indices and enter into
closing transactions in connection therewith. The International Equity Series
also may purchase call options on stock indices and enter into closing
transactions in connection therewith. The Series will not engage in
transactions on stock indices for speculative purposes. Writing or purchasing
a call option on stock indices is similar to the writing or purchasing of a
call option on an individual stock. Purchasing a protective put option on
stock indices is similar to the purchase of protective puts on an individual
stock. Stock indices used will include, but will not be limited to, the S&P
100 and the S&P Over-the-Counter 250. The ability to hedge effectively using
options on stock indices will depend on the degree to which price movements
in the underlying index correlate with price movements in the portfolio
securities of, as the case may be, the Growth, International Equity, Value or
Emerging Growth Series.
Futures Contracts and Options on Futures Contracts
For hedging purposes, each of the International Equity, Value and Emerging
Growth Series may enter into futures contracts relating to securities,
securities indices or interest rates. In addition, the International Equity
Series may enter into futures transactions relating to foreign currency.
A futures contract is a bilateral agreement providing for the purchase and
sale of a specified type and amount of a financial instrument or foreign
currency, or for the making and acceptance of a cash settlement at a stated
time in the future for a fixed price. By its terms, a futures contract
provides for a specified settlement date on which, in the case of the
majority of interest rate and foreign currency futures contracts, the
fixed-income securities or currency underlying the contract are delivered by
the seller and paid for by the purchaser, or on which, in the case of
securities index futures contracts and certain interest rate and foreign
currency futures contracts, the difference between the price at which the
contract was entered into and the contract's closing value is settled between
the purchaser and seller in cash. Futures contracts differ from options in
that they are bilateral agreements, with both the purchaser and the seller
equally obligated to complete the transaction. In addition, futures
contracts call for settlement only on the expiration date, and cannot be
"exercised" at any other time during their term.
<PAGE> 37
The purchase or sale of a futures contract also differs from the purchase
or sale of a security or the purchase of an option in that no purchase price
is paid or received. Instead, an amount of cash or cash equivalents, which
varies but may be as low as 5% or less of the value of the contract, must be
deposited with the broker as "initial margin" as a good faith deposit.
Subsequent payments to and from the broker, referred to as "variation
margin," are made on a daily basis as the value of the index or instrument
underlying the futures contract fluctuates, making positions in the futures
contract more or less valuable, a process known as "marking to the market."
A futures contract may be purchased or sold only on an exchange, known as a
"contract market," designated by the Commodity Futures Trading Commission for
the trading of such contract, and only through a registered futures
commission merchant which is a member of such contract market. A commission
must be paid on each completed purchase and sale transaction. The contract
market clearing house guarantees the performance of each party to a futures
contract, by in effect taking the opposite side of such contract. At any time
prior to the expiration of a futures contract, a trader may elect to close
out its position by taking an opposite position on the contract market on
which the position was entered into, subject to the availability of a
secondary market, which will operate to terminate the initial position. At
that time, a final determination of variation margin is made and any loss
experienced by the trader is required to be paid to the contract market
clearing house while any profit due to the trader must be delivered to it.
Interest rate futures contracts currently are traded on a variety of
fixed-income securities, including long-term U.S. Treasury Bonds, U.S.
Treasury Notes, GNMA modified pass-through mortgage-backed securities, U.S.
Treasury Bills, bank certificates of deposit and commercial paper. In
addition, interest rate futures contracts include contracts on indexes of
municipal securities. Foreign currency futures contracts currently are traded
on the British pound, Canadian dollar, Japanese yen, Swiss franc, German mark
and on Eurodollar deposits.
A securities index or municipal bond index futures contract provides for
the making and acceptance of a cash settlement in much the same manner as the
settlement of an option on a securities index. The types of indexes
underlying securities index futures contracts are essentially the same as
those underlying securities index options, as described above. The index
underlying a municipal bond index futures contract is a broad based index of
municipal securities designed to reflect movements in the municipal securities
market as a whole. The index assigns weighted values to the securities
included in the index and its composition is changed periodically.
<PAGE> 38
Each Series may also purchase and write options on the types of futures
contracts that Series could invest in.
A call option on a futures contract provides the holder with the right to
purchase, or enter into a "long" position in, the underlying futures
contract. A put option on a futures contract provides the holder with the
right to sell, or enter into a "short" position in, the underlying futures
contract. In both cases, the option provides for a fixed exercise price up to
a stated expiration date. Upon exercise of the option by the holder, the
contract market clearing house establishes a corresponding short position for
the writer of the option, in the case of a call option, or a corresponding
long position in the case of a put option and the writer delivers to the
holder the accumulated balance in the writer's margin account which
represents the amount by which the market price of the futures contract at
exercise exceeds, in the case of a call, or is less than, in the case of a
put, the exercise price of the option on the futures contract. In the event
that an option written by the Fund is exercised, the Fund will be subject to
all the risks associated with the trading of futures contracts, such as
payment of variation market deposits. In addition, the writer of an option on
a futures contract, unlike the holder, is subject to initial and variation
margin requirements on the option position.
A position in an option on a futures contract may be terminated by the
purchaser or seller prior to expiration by effecting a closing purchase or
sale transaction, subject to the availability of a liquid secondary market,
which is the purchase or sale of an option of the same series (i.e., the same
exercise price and expiration date) as the option previously purchased or
sold. The difference between the premiums paid and received represents the
trader's profit or loss on the transaction.
An option, whether based on a futures contract, a securities index, a
security or foreign currency, becomes worthless to the holder when it
expires. Upon exercise of an option, the exchange or contract market clearing
house assigns exercise notices on a random basis to those of its members
which have written options of the same series and with the same expiration
date. A brokerage firm receiving such notices then assigns them on a random
basis to those of its customers which have written options of the same series
and expiration date. A writer therefore has no control over whether an option
will be exercised against it, nor over the timing of such exercise.
To the extent that interest or exchange rates or securities prices move in
an unexpected direction, the Series may not achieve the anticipated benefits
of investing in futures contracts and options thereon, or may realize a loss.
To the extent that the Series purchases an option on a futures contract and
fails to exercise the option prior to the exercise date, it will suffer a
loss of the premium paid. Further, the possible lack of a secondary market
could prevent the Series from closing out its positions relating to futures.
Borrowings
Each Series may borrow money as a temporary measure for extraordinary
purposes or to facilitate redemptions. The Series will not borrow money in
excess of one-third of the value of their net assets. See Part B for
additional possible restrictions on borrowing. The Series have no intention
of increasing their net income through borrowing. Any borrowing will be done
from a bank and, to the extent that such borrowing exceeds 5% of the value of
the Series' net assets, asset coverage of at least 300% is required. In the
event that such asset coverage shall at any time fall below 300%, the Series
shall, within three days thereafter (not including Sunday or holidays) or
such longer period as the U.S. Securities and Exchange Commission may
prescribe by rules and regulations, reduce the amount of their borrowings to
an extent that the asset coverage of such borrowings shall be at least 300%.
The Series will not pledge more than 15% of their net assets, or issue senior
securities as defined in the 1940 Act, except for notes to banks. Investment
securities will not be purchased while the Series has an outstanding
borrowing.
<PAGE> 39
Repurchase Agreements
The Series may also use repurchase agreements which are at least 100%
collateralized by U.S. Government securities. Each Series may enter into
repurchase agreements with broker/dealers or banks which are deemed
creditworthy by the respective investment manager under guidelines approved
by the Board of Directors. A repurchase agreement is a short-term investment
in which the purchaser (i.e., the Series) acquires ownership of a debt
security and the seller agrees to repurchase the obligation at a future time
and set price, thereby determining the yield during the purchaser's holding
period. The value of the securities subject to the repurchase agreement is
marked to market daily. In the event of a bankruptcy or other default of the
seller, the Series could experience delays and expenses in liquidating the
underlying securities.
The funds in the Delaware Group have obtained an exemption from the
joint-transaction prohibitions of Section 17(d) of the 1940 Act to allow the
Delaware Group funds jointly to invest cash balances. Each Series may invest
cash balances in joint repurchase agreements in accordance with the terms of
the Order and subject to the conditions described above.
Portfolio Loan Transactions
Each Series, except for the Money Market Series, may, from time to time,
lend securities (but not in excess of 25% of its assets) from its portfolio
to brokers, dealers and financial institutions and receive collateral in cash
or short-term U.S. Government securities. While the loan is outstanding, this
collateral will be maintained at all times in an account equal to at least
100% of the current market value of the loaned securities plus accrued
interest. Such cash collateral will be invested in short-term securities, the
income from which will increase the return of the Series.
The major risk to which a Series 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, a Series will only enter into loan arrangements
after a review of all pertinent facts by the respective investment manager,
subject to overall supervision by the Board of Directors, 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 respective
investment manager.
<PAGE> 40
Liquidity and Rule 144A Securities
In order to assure that each Series has sufficient liquidity, as a matter
of fundamental policy, no Series may invest more than 10% of its net assets
in illiquid assets. For all Series, other than the International Equity,
Value and Emerging Growth Series, this policy shall extend to all restricted
securities, including securities eligible for resale without registration
pursuant to Rule 144A ("Rule 144A Securities") (described below), and
repurchase agreements maturing in more than seven days. With respect to the
International Equity, Value and Emerging Growth Series and subject to the
following paragraphs, this policy shall not limit the acquisition of
securities purchased in reliance upon Rule 144A of the Securities Act of 1933
("1933 Act"). Rule 144A permits many privately placed and legally restricted
securities to be freely traded among certain institutional buyers such as the
Series. Investing in Rule 144A Securities could have the effect of increasing
the level of illiquidity of a Series to the extent that qualified
institutional buyers become, for a time, uninterested in purchasing these
securities.
While maintaining oversight, the Board of Directors has delegated to the
respective investment manager the day-to-day functions of determining whether
or not individual Rule 144A Securities are liquid for purposes of the
International Equity, Value and Emerging Growth Series' 10% limitation on
investments in illiquid assets. The Board has instructed the managers 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; (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 respective manager determines that a Rule 144A Security which was
previously determined to be liquid is no longer liquid and, as a result, the
International Equity, Value or Emerging Growth Series' holdings of illiquid
securities exceed the Series' 10% limit on investment in such securities, the
respective manager will determine what action shall be taken to ensure that
the Series continues to adhere to such limitation.
* * *
Each Series' investment objective, the Fund's designation as an open-end
investment company, each Series' designation as a diversified fund, and their
policies concerning portfolio lending, borrowing and purchases of illiquid
securities may not be changed unless authorized by the vote of a majority of
the Series' outstanding voting securities. A "majority vote of the
outstanding voting securities" is the vote by the holders of the lesser of
(a) 67% or more of a Series' voting securities present in person or
represented by proxy if the holders of more than 50% of the outstanding
voting securities of such Series are present or represented by proxy; or b)
more than 50% of a Series' outstanding voting securities. Part B lists other
more specific investment restrictions of the Series which may not be changed
without a majority shareholder vote. A brief discussion of those factors that
materially affected the Series' performance during its most recently
completed fiscal year appears in the Series' Annual Report. The remaining
investment policies are not fundamental and may be changed by the Board of
Directors of the Fund without a shareholder vote.
<PAGE> 41
Diversification
The Fund was established as the underlying investment for variable
contracts issued by life companies. Section 817(h) of the Internal Revenue
Code of 1986, as amended (the "Code"), imposes certain diversification
standards on the underlying assets of variable contracts held in the
Portfolios of the Fund. The Code provides that a variable contract shall not
be treated as an annuity contract or life insurance for any period (and any
subsequent period) for which the investments are not, in accordance with
regulations prescribed by the United States Treasury Department ("Treasury
Department"), adequately diversified. Disqualification of the variable
contract would result in the imposition of federal income tax to the contract
owner with respect to earnings allocable to the contract prior to
distributions under the contract (e.g., withdrawals). The Code contains a
safe harbor provision which provides that variable contracts meet the
diversification requirements if, as of the close of each quarter, the
underlying assets meet the diversification standards for a regulated investment
company and no more than 55 percent of the total assets consist of cash, cash
items, U.S. Government securities and securities of other regulated
investment companies.
Treasury Department Regulations (Treas. Reg. Section 1.817-5) provide that
a fund will be deemed to be considered adequately diversified if (i) no more
than 55 percent of the value of the total assets of the fund is represented
by any one investment; (ii) no more than 70 percent of such value is
represented by any two investments; (iii) no more than 80 percent of such
value is represented by any three investments; and (iv) no more than 90
percent of such value is represented by any four investments.
The Technical and Miscellaneous Revenue Act of 1988 provides that for
purposes of determining whether or not the diversification standards imposed
on the underlying assets of variable contracts by Section 817(h) of the Code
have been met, "each United States government agency or instrumentality shall
be treated as a separate issuer."
Each Series of the Fund will be managed in such a manner as to comply with
these diversification requirements.
Ratings
Appendix A of Part B describes the ratings of S&P, Moody's, Duff and
Phelps, Inc. and Fitch Investors Service, Inc., four of the better-known
statistical rating organizations. Appendix A to this Prospectus includes
additional information concerning the ratings of securities in the High Yield
Series. The rating descriptions included in Appendix A also apply to the
high-yield, high-risk securities in which the Value Series may invest.
<PAGE> 42
PURCHASE AND REDEMPTION
Shares are sold only to separate accounts of life companies at net asset
value. (See Calculation of Offering Price and Net Asset Value Per Share.)
Redemptions will be effected by the separate accounts at the net asset value
next determined after receipt of the order to meet obligations under the
variable contracts. The Money Market Series is managed to maintain a constant
$10 per share net asset value although there is no assurance that this
objective can be achieved. Contract owners do not deal directly with the Fund
with respect to the acquisition or redemption of Fund shares.
DIVIDENDS AND DISTRIBUTIONS
Dividends for the High Yield, Capital Reserves and Money Market Series are
declared daily and paid monthly on the first business day after the end of
the month. Short-term capital gains distributions, if any, may be paid with
the daily dividend; otherwise, any distributions from net realized securities
profits normally will be distributed following the close of the fiscal year.
The Fund's fiscal year ends on December 31. During the fiscal year ended
December 31, 1994, $0.9621, $0.6355 and $0.3614 per share was paid from the
High Yield, Capital Reserves and Money Market Series' net investment income,
respectively. In addition, $0.055 per share was paid from the Capital
Reserves Series' net realized securities profits.
For the Equity/Income, Multiple Strategy and the International Equity
Series, the Fund will make payments from the Series' net investment income
quarterly. Distributions from the respective Series' net realized securities
profits, if any, normally will be made following the close of the fiscal
year. For the fiscal year ended December 31, 1994, $0.42, $0.34 and $0.07 per
share was paid from the Equity/Income, Multiple Strategy and International
Equity Series' net investment income, respectively. In addition, a
distribution of $0.60, $0.30 and $0.01 per share was paid from the
Equity/Income, Multiple Strategy and International Equity Series' net
realized securities profits, respectively.
For the Growth and Value Series, the Fund will make payments from the
Series' net income and net realized securities profits, if any, once a year.
For the fiscal year ended December 31, 1994, $0.06 per share was paid from
the Growth Series' net investment income.
For the Emerging Growth Series, the Fund will make payments from the
Series' net investment income and net realized securities profits, if any,
twice a year.
All dividends and distributions are automatically reinvested in additional
Series shares.
<PAGE> 43
TAXES
The Fund has qualified as a regulated investment company under Subchapter M
of the Internal Revenue Code. As such, the Fund will not be subject to
federal income tax to the extent its earnings are distributed. The Fund
intends to distribute substantially all of the respective Series' net
investment income and net capital gains. Shareholders may be proportionately
liable for taxes on income and gains of the Series but shareholders not
subject to tax on their income will not be required to pay tax on amounts
distributed to them, and the Fund will inform shareholders of the amount and
nature of such income or gains.
CALCULATION OF OFFERING
PRICE AND NET ASSET VALUE
PER SHARE
The offering price is the net asset value ("NAV") per share next determined
after an order is received. The 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 such exchange is open.
A Series' NAV per share is computed by adding the value of all securities
and other assets in that Series' portfolio, deducting any liabilities of that
Series (expenses and fees are accrued daily) and dividing by the number of
that Series' shares outstanding. The valuation criteria set forth below apply
equally to securities purchased in reliance upon Rule 144A of the 1933 Act.
In determining each Series' total net assets, portfolio securities listed or
traded on a national securities exchange, except for bonds, are valued at the
last sale price on the exchange upon which such securities are primarily
traded. Securities not traded on a particular day, over-the-counter
securities and government and agency securities are valued at the mean value
between bid and asked prices. Foreign securities expressed in foreign
currency values will be converted into U.S. dollar values at the mean between
the currencies' bid and offered quotations. Debt securities (other than short-
term investments) are priced at fair value by an independent pricing service
using methods approved by the Fund's Board of Directors. Short-term
investments having a maturity of less than 60 days are valued at amortized
cost, which approximates market value. All securities in the Money Market
Series are valued at amortized cost. Under the direction of the Board of
Directors, certain procedures have been adopted to monitor the value of the
Money Market Series' securities and stabilize the price per share at $10. All
other securities are valued at their fair value as determined in good faith
and in a method approved by the Fund's Board of Directors.
The International Equity Series' portfolio will be comprised primarily of
foreign securities. From time to time, those securities may be listed
primarily on foreign exchanges which trade on days when the New York Stock
Exchange is closed (such as Saturday). As a result, the NAV of that Series
may be significantly affected by such trading on days when shareholders have
no access to that Series. To the extent other Series hold foreign securities
which are so listed, the net asset value of those Series also could be
affected by trading on days when shareholders have no access to those Series.
<PAGE> 44
MANAGEMENT OF THE FUND
Directors
The business and affairs of the Fund are managed under the direction of its
Board of Directors. Part B contains additional information regarding the
directors and officers.
Investment Managers
Delaware Management furnishes investment management services to each Series
of the Fund other than the International Equity Series. Delaware
International, an affiliate of Delaware Management, furnishes investment
management services to the International Equity Series.
Delaware Management and its predecessors have been managing the funds in
the Delaware Group since 1938. On December 31, 1994, Delaware Management and
its affiliate, Delaware International, were supervising in the aggregate more
than $24 billion in assets in the various institutional (approximately
$15,456,416,000) and investment company (approximately $9,253,901,000)
accounts.
Delaware Management is an indirect, wholly-owned subsidiary of Delaware
Management Holdings, Inc. ("DMH"). Delaware International is also controlled
by DMH through several subsidiaries. On April 3, 1995, a merger between DMH
and a wholly-owned subsidiary of Lincoln National Corporation ("Lincoln
National") was completed. In connection with the merger, new Investment
Management Agreements between the Fund on behalf of the Series, and, as
relevant, Delaware Management and Delaware International, were executed
following shareholder approval. As a result of the merger, DMH, Delaware
Management and Delaware International became indirect, wholly-owned
subsidiaries of and are thus subject to the ultimate control of Lincoln
National. Lincoln National, with headquarters in Fort Wayne, Indiana, is a
diversified organization with operations in many aspects of the financial
services industry, including insurance and investment management. Delaware
Management's address is One Commerce Square, 2005 Market Street,
Philadelphia, PA 19103. Delaware International's address is Veritas House,
125 Finsbury Pavement, London, England EC2A 1NQ.
Delaware Management manages each of the Series' (other than the
International Equity Series) portfolios and makes investment decisions which
are implemented by the Fund's Trading Department. For these services,
Delaware Management is paid an annual fee equal to 5/10 of 1% of the average
daily net assets of the Money Market Series, 3/4 of 1% of the average daily
net assets of the Growth, Value and Emerging Growth Series and 6/10 of 1% of
each of the other Series' average daily net assets, less, in the case of the
Equity/Income, High Yield, Capital Reserves, Money Market, Growth and
Multiple Strategy Series, a proportionate share of all directors' fees paid
to the unaffiliated directors of the Fund. The investment management fee
incurred by each Series for the fiscal year ended December 31, 1994 was as
follows: Equity/Income Series--0.60%; High Yield Series--0.60%; Capital
Reserves Series--0.59%; Money Market Series--0.49%; Growth Series--0.75%;
Multiple Strategy Series--0.60%; Value Series--0.75%; and Emerging Growth
Series--0.75%, of average daily net assets. After considering the waiver of
fees by Delaware Management, as described under Expenses on page 23, the
investment management fee paid by each Series was as follows: Equity/Income
Series--0.60%; High Yield Series--0.60%; Capital Reserves Series--0.59%; Money
Market Series--0.49%; Growth Series--0.66%; Multiple Strategy Series--0.60%;
Value Series--0.14%; and Emerging Growth Series--0.08%, of average daily net
assets.
<PAGE> 45
Delaware International manages the International Equity Series portfolio
and implements investment decisions on behalf of the Series. For these
services, Delaware International is paid an annual fee equal to .75% of the
average daily net assets of the International Equity Series, less a
proportionate share of all directors' fees paid to the unafilliated directors
of the Fund. See Expenses for a discussion of a voluntary waiver of its
management fee undertaken by Delaware International. The investment
management fee incurred by the International Equity Series for the fiscal
year ended December 31, 1994 was 0.74% of average daily net assets. After
considering the waiver of fees by Delaware International, as described under
Expenses, 0.53% of average daily net assets was paid by the International
Equity Series.
John B. Fields has primary responsibility for making day-to-day investment
decisions for the Equity/Income Series. He has been the Senior Portfolio
Manager of this Series since 1992. Mr. Fields, who has 24 years experience in
investment management, earned a bachelor's degree and an MBA from Ohio State
University. Before joining the Delaware Group in 1992, he was Director of
Domestic Equity Risk Management at DuPont. Prior to that, he was Director of
Equity Research at Comerica Bank. Mr. Fields is a member of the Financial
Analysts Society.
In making investment decisions for the Equity/Income Series, Mr. Fields
works with a team of 12 portfolio managers and analysts, each of whom
specializes in a different industry sector and makes recommendations
accordingly. Mr. Fields also regularly consults with Wayne A. Stork and
Richard G. Unruh, Jr. Mr. Stork, Chairman of Delaware Management and the
Fund's Board of Directors, is a graduate of Brown University and attended New
York University's Graduate School of Business Administration. Mr. Stork joined
the Delaware Group in 1962 and has served in various executive capacities at
different times within the Delaware organization. Mr. Unruh is a graduate of
Brown University and received his MBA from the University of Pennsylvania's
Wharton School. He joined the Delaware Group in 1982 after 19 years of
investment management experience with Kidder, Peabody & Co. Inc. Mr. Unruh
was named an executive vice president of the Fund in 1994. He is also a
member of the Board of Directors of the Manager and DMC and was named an
executive vice president of DMC in 1994.
Paul A. Matlack, Gerald T. Nichols and James R. Raith, Jr. have primary
responsibility for making day-to-day investment decisions for the High Yield
Series. Mr. Matlack and Mr. Nichols have been members of this Series'
management team since 1990, and were named co-managers of this Series in
January 1993. Mr. Raith was named co-manager in January 1994. A Chartered
Financial Analyst, Mr. Matlack is a graduate of the University of
Pennsylvania with an MBA in Finance from George Washington University. He
began his career at Mellon Bank as a credit specialist, and later served as a
corporate loan officer for Mellon Bank and then Provident National Bank.
Mr. Nichols is a graduate of the University of Kansas, where he received a
BS in Business Administration and an MS in Finance. Prior to joining the
Delaware Group, he was a high-yield credit analyst at Waddell & Reed, Inc.
and subsequently the investment officer for a private merchant banking firm.
He is a Chartered Financial Analyst.
<PAGE> 46
Mr. Raith is a 1973 graduate of Holy Cross University and received his MBA
in Finance from Tulane University in 1975. Before joining the Delaware Group
in 1987, he held portfolio management positions in both fixed income and
equity management including managing life insurance reserves at ICH
Corporation and managing high-yield pension assets for Firestone Tire and
Rubber. Prior to being named co-manager of the Series, Mr. Raith managed
separate accounts for the Delaware Group's institutional clients using the
same strategy employed in managing the Series.
In making investment decisions for the High Yield Series, Mr. Matlack, Mr.
Nichols and Mr. Raith regularly consult with Paul E. Suckow. Mr. Suckow is
Delaware Management's Chief Investment Officer for Fixed Income. A Chartered
Financial Analyst, he is a graduate of Bradley University with an MBA from
Western Illinois University. Mr. Suckow was a fixed income portfolio manager
at the Delaware Group from 1981 to 1985. He returned to the Delaware Group in
1993 after eight years with Oppenheimer Management Corporation.
Gary A. Reed has primary responsibility for making investment decisions for
the Capital Reserves and Money Market Series. He has been each Series' senior
portfolio manager since 1989. He holds an AB in Economics from the University
of Chicago and an MA in Economics from Columbia University. He began his
career in 1978 with the Equitable Life Assurance Company in New York City,
where he specialized in credit analysis. Prior to joining the Delaware Group
in 1989, Mr. Reed was Vice President and Manager of the fixed income
department at Irving Trust Company in New York. In making investment
decisions for the Capital Reserves and Money Market Series, Mr. Reed
regularly consults with Paul E. Suckow.
Edward N. Antoian has primary responsibility for making day-to-day
investment decisions for the Growth Series and the Emerging Growth Series. He
has been each Series' senior portfolio manager since its inception. A
graduate of The State University of New York at Albany with an MBA in Finance
from the University of Pennsylvania's Wharton School, Mr. Antoian began his
career with Price Waterhouse. Prior to joining the Delaware Group in June
1984, he worked in the Institutional Equity Department of E.F. Hutton in
Philadelphia. A Chartered Financial Analyst, Mr. Antoian is a member of the
Philadelphia Finance Association and the Philadelphia Securities Association.
In making investment decisions for each Series, Mr. Antoian regularly
consults with Wayne A. Stork, David C. Dalrymple, William H. Miller and other
members of the Delaware Group's equity department. Mr. Dalrymple is a Senior
Portfolio Manager. He is a CFA, has been working with Mr. Antoian since 1991,
and is a graduate of Clarkson University with an MBA from Cornell's Johnson
School of Management. Mr. Miller is an Assistant Portfolio Manager. He holds
a BA in Economics from Trinity College. Prior to joining the Delaware Group
in 1995, he worked as a technology analyst for Janney Montgomery Scott in
Philadelphia and he has also served as an institutional salesman for
Rutherford Brown & Catherwood.
<PAGE> 47
George H. Burwell and Gary A. Reed have primary responsibility for making
day-to-day investment decisions for the Multiple Strategy Series. Mr.
Burwell, who has been the Multiple Strategy Series' senior portfolio manager
for equities since 1992, holds a BA from the University of Virginia. Prior to
joining the Delaware Group in 1992, Mr. Burwell was a portfolio manager for
Midlantic Bank in Edison, New Jersey, where he managed an equity mutual fund
and three commingled funds. Mr. Burwell is a Chartered Financial Analyst. Mr.
Reed has been the Multiple Strategy Series' senior portfolio manager for
fixed income since 1989.
In making investment decisions for the Multiple Strategy Series, Mr.
Burwell and Mr. Reed regularly consult with Wayne A. Stork, Richard G. Unruh,
Jr. and Paul E. Suckow.
Edward A. Trumpbour has primary responsibility for making day-to-day
investment decisions for the Value Series. He has been the Series' senior
portfolio manager since its inception. Mr. Trumpbour is a graduate of
Georgetown University with an MBA from the University of Pennsylvania's
Wharton School. Mr. Trumpbour joined the Delaware Group in 1985 as a
portfolio analyst for the equity team. He began his career as a senior
auditor with E.F. Hutton and later served as a research analyst at Gabelli &
Company. In making investment decisions for the Value Series, Mr. Trumpbour
consults with Wayne A. Stork and Richard G. Unruh, Jr.
Clive A. Gillmore has primary responsibility for making day-to-day
investment decisions for the International Equity Series. He has been the
senior portfolio manager for this Series since its inception. A graduate of
the University of Warwick and having begun his career at Legal and General
Investment Management, Mr. Gillmore joined the Delaware Group in 1990 after
eight years of investment experience. His most recent position prior to
joining the Delaware Group was as a Pacific Basin equity analyst and senior
portfolio manager for Hill Samuel Investment Advisers Ltd. Mr. Gillmore
completed the London Business School Investment program.
In making investment decisions for this Series, Mr. Gillmore regularly
consults with an international equity team of seven members, three of whom
research the Pacific Basin and four of whom research the European Markets.
Mr. Gillmore also regularly consults with David G. Tilles. Mr. Tilles, who is
Chief Investment Officer for Delaware International, is a graduate of the
University of Warwick with a BS in management sciences. Before joining the
Delaware Group in 1990, he was Chief Investment Officer of Hill Samuel
Investment Advisers Ltd. He is a member of the Institute of Investment
Management & Research and the Operational Research Society.
<PAGE> 48
Portfolio Trading Practices
The Series normally will not invest for short-term trading purposes.
However, the Series may sell securities without regard to the length of time
they have been held. The degree of portfolio activity will affect brokerage
costs of the Series. Given the respective Series' investment objectives, the
annual portfolio turnover rates are not expected to exceed 100% for the
Equity/Income, High Yield, Growth and International Equity Series, 200% for
the Capital Reserves and Multiple Strategy Series, and may exceed 100% for
the Value and Emerging Growth Series. The portfolio turnover rates for the
fiscal years ended December 31, 1993 and 1994 for the Equity/Income, High
Yield, Capital Reserves, Multiple Strategy, Growth and International Equity
Series were 67% and 91%, respectively, 43% and 47%, respectively, 198% and
219%, respectively, 162% and 140%, respectively, 57% and 43%, respectively,
and 9% and 13%, respectively. The portfolio turnover rates for the Value and
Emerging Growth Series for the fiscal year ended December 31, 1994 were 26%
and 59%, respectively.
Best efforts are used to obtain the best available price and most favorable
execution for portfolio transactions. Orders may be placed with brokers or
dealers who provide brokerage and research services to the respective
investment manager or their respective advisory clients. These services may
be used by the respective investment manager in servicing any of their
respective accounts. Subject to best price and execution, the respective
investment manager may consider a broker/dealer's sales of variable contracts
in placing portfolio orders, and may place orders with broker/dealers that
have agreed to defray certain Series expenses such as custodian fees.
PERFORMANCE INFORMATION
Equity/Income, High Yield, Capital Reserves, Growth, Multiple Strategy,
International Equity, Value and Emerging Growth Series
From time to time, the Fund may quote the above listed Series' total return
performance in advertising and other types of literature. Total return will
be based on a hypothetical $1,000 investment, reflecting the reinvestment of
all distributions at net asset value. Each presentation will include the
average annual total return for one-, five- and ten-year (or life of Series,
if applicable) periods. The Fund may also advertise aggregate and average
total return information concerning the Series over additional periods of
time.
From time to time, the Fund may also quote the High Yield and Capital
Reserves Series' yield or total return performance in advertising and other
types of literature. The current yield for both Series will be calculated by
dividing the annualized net investment income earned by the Series during a
recent 30-day period by the maximum offering price per share on the last day
of the period. The yield formula provides for semi-annual compounding which
assumes that net investment income is earned and reinvested at a constant
rate and annualized at the end of a six-month period.
Because securities' prices fluctuate, investment results of the Series will
fluctuate and past performance should not be considered as a representation
of future results.
<PAGE> 49
Money Market Series
From time to time, the Fund may publish the Series' "yield" and "effective
yield." Both yield figures are based on historical earnings and are not
intended to indicate future performance. The "yield" of the Series refers to
the income generated by an investment in the Series over a specified
seven-day period. This income is then "annualized," which means the amount of
income generated by the investment during that week is assumed to be
generated each week over a 52-week period and is shown as a percentage of the
investment. The "effective yield" is calculated in a similar manner but, when
annualized, the income earned by an investment in the Series is assumed to be
reinvested. The "effective yield" will be slightly higher than the "yield"
because of the compounding effect of this assumed reinvestment. The Fund may
also publish aggregate and average annual total return information concerning
the Series which will reflect the compounded rate of return of an investment
in the Series over a specified period of time and will assume the investment
of all distributions at net asset value. Yield fluctuates and is not
guaranteed. Past performance is not an indication of future results.
DISTRIBUTION AND SERVICE
The Distributor, Delaware Distributors, L.P. (which formerly conducted
business as Delaware Distributors, Inc.), serves as the national distributor
for each Series under Distribution Agreements dated April 3, 1995. It bears
all of the costs of promotion and distribution.
Delaware Service Company, Inc. (the "Transfer Agent") is the shareholder
servicing, dividend disbursing and transfer agent for the Equity/Income, High
Yield, Capital Reserves, Multiple Strategy, Growth, International Equity,
Value and Emerging Growth Series under the Amended and Restated Shareholders
Services Agreement dated December 13, 1993 and for the Money Market Series
under the Shareholders Services Agreement dated June 29, 1988.
The Distributor and the Transfer Agent are also indirect, wholly-owned
subsidiaries of DMH.
<PAGE> 50
EXPENSES
Each Series is responsible for all of its own expenses other than those
borne by the respective investment manager under the Investment Management
Agreements and those borne by the Distributor under the Distribution
Agreements.
With respect to the High Yield, Capital Reserves and Money Market Series,
Delaware Management elected voluntarily to waive its fee and reimburse those
Series to limit certain expenses of those Series to 8/10 of 1% of average
daily net assets for six months following their initial public offering. This
waiver has been extended through December 31, 1995. For the fiscal year ended
December 31, 1994, the High Yield, Capital Reserves and Money Market Series'
ratios of expenses to average daily net assets were 0.72%, 0.74% and 0.66%,
respectively.
With respect to the Equity/Income, Multiple Strategy and Growth Series,
Delaware Management has elected voluntarily to waive its fee and reimburse
those Series to the extent necessary to limit certain expenses of each Series
to 8/10 of 1% of each Series' average daily net assets for the period July 1,
1992 through June 30, 1993. This waiver has been extended through December
31, 1995. For the fiscal year ended December 31, 1994, the Equity/Income,
Multiple Strategy and Growth Series' ratios of expenses to average daily net
assets were 0.71%, 0.70% and 0.80%, respectively. The expense ratio for the
Growth Series reflects the waiver of fees described above.
With respect to the International Equity Series, Delaware International has
elected voluntarily to waive its fee and to reimburse the Series to the
extent necessary to limit certain expenses to 8/10 of 1% of average daily net
assets for the period from commencement of the public offering for the
Series through June 30, 1993. This waiver has been extended through December
31, 1995. For the fiscal year ended December 31, 1994, the International
Equity Series' ratio of expenses to average daily net assets was 0.80%,
reflecting the waiver.
In connection with the Value and Emerging Growth Series, Delaware
Management has elected voluntarily to waive its fee and to reimburse the
Series to the extent necessary to limit certain expenses to 8/10 of 1% of
average daily net assets for the period from commencement of the public
offering for the Series through June 30, 1994. This waiver has been extended
through December 31, 1995. For the fiscal year ended December 31, 1994, the
Value and Emerging Growth Series' ratio of expenses to average daily net
assets was 0.80%.
<PAGE> 51
DESCRIPTION OF FUND SHARES
Shares of the Fund are sold only to separate accounts of life companies.
Currently, the shares of the Fund are sold only to Variable Accounts A and B
of American International Life Assurance Company of New York, Variable
Accounts I and II of AIG Life Insurance Company, Separate Accounts VA-K, VEL
II and Inheiritage of State Mutual Life Assurance Company of America and
Separate Accounts VA-K, VEL, VELII and Inheiritage of SMA Life Assurance
Company. In the future, shares of the Fund may be sold to separate accounts
of other affiliated or unaffiliated life companies to fund variable
contracts. The Fund's Board of Directors will monitor events in order to
identify any material irreconcilable conflicts which may possibly arise and
to determine what action, if any, should be taken in response thereto. An
irreconcilable conflict that is not resolved might result in the withdrawal
of a substantial amount of assets, causing a negative impact on net asset
value.
As a "series" type of mutual fund, the Fund issues separate classes or
series of stock, currently the nine Series described in this Prospectus.
Additional series may be established in the future. An interest in the Fund is
limited to the assets of the particular Series in which shares are held, and
shareholders of each Series are entitled to a pro-rata share of all dividends
and distributions arising from an investment in such Series.
The Fund was organized as a Maryland corporation on February 19, 1987. The
authorized capital stock of the Fund consists of five hundred million shares
of common stock, $.01 par value. Each of the nine Series is currently
allocated fifty million shares. The Fund may establish additional series and
may allocate its shares either to such new classes or to any of the nine
existing Series.
Each Series' shares have equal voting rights and are equal in all other
respects. Each Series will vote separately on any matter which affects only
that Series. Shareholders get one vote for each share held; fractional shares
are voted. The Fund will hold annual meetings as necessary for shareholder
matters to be voted under the 1940 Act or otherwise. Shares of each Series
will have a priority over shares of any other Series of the Fund in the
assets and income of that Series.
Because of current federal securities law requirements, the Fund expects
that its life company shareholders will offer their contract owners the
opportunity to instruct them as to how Series shares allocable to their
variable contracts will be voted with respect to certain matters, such as
approval of investment advisory agreements. An insurance company will vote
all Series shares held in a separate account in the same proportion as it
receives instructions from contract owners in that separate account. Under
certain circumstances, which are described more fully in the accompanying
prospectuses for the separate accounts which invest in the Fund, the voting
instructions received from contract owners may be disregarded.
<PAGE> 52
APPENDIX A--RATINGS FOR
HIGH YIELD SERIES
The High Yield Series' assets are invested primarily in bonds rated BBB or
lower by S&P or Baa or lower by Moody's and in unrated corporate bonds. These
credit ratings evaluate only the safety of principal and interest and do not
consider the market value risk associated with high-yield securities. The
table set forth below shows the percentage of the Series' securities included
in each of the specified rating categories and shows the percentage of the
Series' assets held in United States government securities. Certain
securities may not be rated because the rating agencies were either not asked
to provide ratings (e.g., many issuers of privately placed bonds do not seek
ratings) or because the rating agencies declined to provide a rating for some
reason, such as insufficient data. The table below shows the percentage of
the Series' securities which are not rated. The information contained in the
table was prepared based on a dollar weighted average of the Series'
portfolio composition based on month end data for the Series' fiscal year
ended December 31, 1994. The paragraphs following the table contain excerpts
from Moody's and S&P's ratings descriptions.
Rating Moody's Average Weighted
and/or Percentage of
S&P Portfolio
--------------- ----------------
United States
Treasury Obligations 0.00%
Aaa/AAA 0.00%
Aa/AA 0.00%
A/A 1.56%
Baa/BBB 7.64%
Ba/BB 9.71%
B/B 72.40%
Caa/CCC 6.85%
Not Rated 1.84%
General Rating Information
Bonds
Excerpts from Moody's description of its bond ratings: Aaa--judged to be the
best quality. They carry the smallest degree of investment risk; Aa--judged to
be of high quality by all standards; A--possess favorable attributes and are
considered "upper medium" grade obligations; Baa--considered as medium grade
obligations. Interest payments and principal security appear adequate for the
present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time; Ba--judged to
have speculative elements; their future cannot be considered as well assured.
Often the protection of interest and principal payments may be very moderate
and thereby not well safeguarded during both good and bad times over the
future. Uncertainty of position characterizes bonds in this class;
B--generally lack characteristics of the desirable investment. Assurance of
interest and principal payments or of maintenance of other terms of the
contract over any long period of time may be small; Caa--are of poor standing.
Such issues may be in default or there may be present elements of danger with
respect to principal or interest; Ca--represent obligations which are
speculative in a high degree. Such issues are often in default or have other
marked shortcomings; C--the lowest rated class of bonds and issues so rated
can be regarded as having extremely poor prospects of ever attaining any real
investment standing.
<PAGE> 53
Excerpts from S&P's description of its bond ratings: AAA--highest grade
obligations. They possess the ultimate degree of protection as to principal
and interest; AA--also qualify as high grade obligations, and in the majority
of instances differ from AAA issues only in a small degree; A--strong ability
to pay interest and repay principal although more susceptible to changes in
circumstances; BBB--regarded as having an adequate capacity to pay interest
and repay principal; BB, B, CCC, CC--regarded, on balance, as predominantly
speculative with respect to capacity to pay interest and repay principal in
accordance with the terms of the obligation. BB indicates the lowest degree
of speculation and CC the highest degree of speculation. While such debt will
likely have some quality and protective characteristics, these are outweighed
by large uncertainties or major risk exposures to adverse conditions;
C--reserved for income bonds on which no interest is being paid; D--in
default, and payment of interest and/or repayment of principal is in arrears.
Commercial Paper
Excerpts from Moody's description of its two highest commercial paper
ratings: P-1--the highest grade possessing greatest relative strength;
P-2--second highest grade possessing less relative strength than the highest
grade.
Excerpts from S&P's description of its two highest commercial paper
ratings: A-1--judged to be the highest investment grade category possessing
the highest relative strength; A-2--investment grade category possessing less
relative strength than the highest rating.
<PAGE> 54
-----------------------------
DELAWARE GROUP
-----------------------------
PREMIUM FUND, INC.
-----------------------------
-----------------------------
-----------------------------
Part B
Statement of
INVESTMENT MANAGERS Additional Information
Delaware Management Company, Inc. ----------------------------
One Commerce Square MAY 1, 1995
Philadelphia, PA 19103
Delaware International Advisers Ltd.
Veritas House
125 Finsbury Pavement
London, England EC2A INQ
NATIONAL DISTRIBUTOR
Delaware Distributors, L.P.
1818 Market Street
Philadelphia, PA 19103
SHAREHOLDER SERVICING,
DIVIDEND DISBURSING
AND TRANSFER AGENT
Delaware Service Company, Inc.
1818 Market Street
Philadelphia, PA 19103
LEGAL COUNSEL
Stradley, Ronon, Stevens & Young
One Commerce Square
Philadelphia, PA 19103
INDEPENDENT AUDITORS
Ernst & Young LLP
Two Commerce Square
Philadelphia, PA 19103
CUSTODIANS
Chemical Bank
450 West 33rd Street
New York, NY 10001
Morgan Guaranty Trust Company of New York DELAWARE
60 Wall Street GROUP
New York, NY 10260 --------
DGPF-SAI-4/95-U
<PAGE> 55
- -------------------------------------------------
PART B--STATEMENT OF ADDITIONAL INFORMATION
MAY 1, 1995
- -------------------------------------------------
DELAWARE GROUP
- -------------------------------------------------
PREMIUM FUND, INC.
- -------------------------------------------------
1818 Market Street
Philadelphia, PA 1910
- -------------------------------------------------
TABLE OF CONTENTS
- -------------------------------------------------
Cover Page 1
- -------------------------------------------------
Investment Objectives and Policies 2
- -------------------------------------------------
Accounting and Tax Issues 11
- -------------------------------------------------
Performance Information 12
- -------------------------------------------------
Trading Practices and Brokerage 16
- -------------------------------------------------
Offering Price 18
- -------------------------------------------------
Dividends and Realized Securities
- -------------------------------------------------
Profits Distributions 19
- -------------------------------------------------
Taxes 19
- -------------------------------------------------
Investment Management Agreements 19
- -------------------------------------------------
Officers and Directors 21
- -------------------------------------------------
General Information 25
- -------------------------------------------------
Appendix A--Description of Ratings 26
- -------------------------------------------------
Appendix B--The Company Life Cycle 27
- -------------------------------------------------
Financial Statements 28
- -------------------------------------------------
Delaware Group Premium Fund, Inc. ("Premium Fund" or the "Fund") is a
diversified, open-end management investment company which is intended to meet a
wide range of investment objectives with its nine separate Portfolios
("Series"). Each Series is in effect a separate fund issuing its own shares.
The shares of the Fund are sold only to separate accounts of life insurance
companies ("life companies"). The separate accounts are used in conjunction with
variable annuity contracts and variable life insurance policies ("variable
contracts"). The separate accounts invest in shares of the various Series in
accordance with allocation instructions received from contract owners.
This Statement of Additional Information ("Part B" of the registration
statement) supplements the information contained in the current Prospectuses of
the Fund dated May 1, 1995, as may be amended from time to time. It should be
read in conjunction with the prospectuses for the variable contracts and the
Fund. Part B is not itself a prospectus but is, in its entirety, incorporated by
reference into the Fund's Prospectuses. The Fund's Prospectuses may be obtained
by writing or calling your investment dealer or by contacting the Fund's
national distributor, Delaware Distributors, L.P. (the "Distributor"), 1818
Market Street, Philadelphia, PA 19103.
1
<PAGE> 56
INVESTMENT OBJECTIVES AND POLICIES
The investment objectives of the Series are below. There can be no assurance
that the objectives of any Series will be realized.
Equity/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. This Series has the same
objective and investment disciplines as the Decatur Total Return Fund of
Delaware Group Decatur Fund, Inc., a separate Delaware Group fund, in that
it invests generally, but not exclusively, in common stocks and
income-producing securities convertible into common stocks, consistent with
the Series' objective.
High Yield Series seeks as high a current income as possible by investing in
rated and unrated corporate bonds (including high-yield bonds commonly known
as junk bonds), U.S. Government securities and commercial paper. This Series
has the same objective and investment disciplines as Delaware Group
Delchester High-Yield Bond Fund, Inc., a separate Delaware Group fund. An
investment in the Series may involve greater risks than an investment in a
portfolio comprised primarily of investment grade bonds.
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.
Money Market Series seeks the highest level of income consistent with
preservation of capital and liquidity through investments in short-term
money market instruments. This Series has the same objective and investment
disciplines as Delaware Group Cash Reserve, Inc., a separate Delaware Group
fund.
Growth Series seeks long-term capital appreciation by investing its assets
in a diversified portfolio of securities exhibiting the potential for
significant growth. This Series has the same objective and investment
disciplines as Delaware Group DelCap Fund, Inc., a separate Delaware Group
fund, in that it invests in common stocks and other securities including,
but not limited to, convertible securities, warrants, preferred stocks,
bonds and foreign securities, consistent with the Series' objective.
Multiple Strategy Series seeks a balance of capital appreciation, income and
preservation of capital. It uses a dividend-oriented valuation strategy to
select securities issued by established companies that are believed to
demonstrate potential for income and capital growth. This Series has the
same objective and investment disciplines as the Delaware Fund of Delaware
Group Delaware Fund, Inc., a separate Delaware Group fund, in that, as a
"balanced" fund, the Series, consistent with its objective, invests at least
25% of its assets in fixed income securities and the remainder primarily in
equity securities.
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. This Series has
the same objective and investment disciplines as the International Equity
Series of Delaware Group Global & International Funds, Inc., a separate
Delaware Group fund, in that it invests in a broad range of equity
securities of foreign issuers including common stocks, preferred stocks,
convertible securities and warrants, consistent with the Series' objective.
Value Series seeks capital appreciation by investing in small- to mid-cap
common stocks whose market value appears low relative to their underlying
value or future earnings and growth potential. Emphasis will also be placed
on securities of companies that may be tempo-rarily out of favor or whose
value is not yet recognized by the market. This Series has the same
objective and investment disciplines as Delaware Group Value Fund, Inc., a
separate Delaware Group fund.
Emerging Growth Series seeks long-term capital appreciation by investing
primarily in small-cap common stocks and convertible securities of emerging
and other growth-oriented companies. These securities will have been judged
to be responsive to changes in the market place and to have fundamental
characteristics to support growth. Income is not an objective. This Series
has the same objective and investment disciplines as Delaware Group Trend
Fund, Inc., a separate Delaware Group fund.
<PAGE> 57
INVESTMENT RESTRICTIONS
The Fund has the following restrictions for each Series which may not be
amended without approval of a majority of the outstanding voting securities of
the affected Series, which is the lesser of more than 50% of the outstanding
voting securities or 67% of the voting securities of the affected Series present
at a shareholder meeting if 50% or more of the voting securities are present in
person or represented by proxy. The percentage limitations contained in the
restrictions and policies set forth herein apply at the time of purchase of
securities. Each Series will not:
1. Invest more than 5% of the value of its assets in securities of any one
issuer (other than obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities). This restriction shall apply to only 75% of the
assets of the International Equity, Value and Emerging Growth Series.
2. Purchase more than 10% of the voting securities of any company, or invest
in any company for the purpose of exercising control or management.
3. Purchase or retain securities of a company which has an officer or
director who is an officer or director of the Fund, or an officer or director of
its investment manager if such persons, each owning beneficially more than 12 of
1% of the shares of the company, own in the aggregate more than 5% thereof.
2
<PAGE> 58
4. Purchase any security issued by any other investment company (except in
connection with a merger, consolidation or offer of exchange) if after such
purchase it would: (a) own more than 3% of the voting stock of such company, (b)
own securities of such company having a value in excess of 5% of a Series'
assets or (c) own securities of investment companies having an aggregate value
in excess of 10% of a Series' assets. Any such purchase shall be at the
customary brokerage commission. The limitations set forth in this restriction do
not apply to purchases by the International Equity Series of securities issued
by closed-end investment companies, all of which must be at the customary
brokerage commission.
5. Make any investment in real estate unless necessary for office space or
the protection of investments already made. (This restriction does not preclude
a Series' purchase of securities secured by real estate or interests therein, or
securities issued by companies which invest in real estate or interests therein,
including real estate investment trusts.)
6. Purchase securities on margin, make short sales of securities or maintain
a net short position (except that a Series may obtain such short-term credit as
may be necessary for the clearance of purchases and sales of portfolio
securities). This restriction shall not prohibit the Series from satisfying
margin requirements with respect to futures transactions.
7. Invest in interests in oil, gas or other mineral exploration or
development programs, commodities or commodities contracts. This restriction
shall not prohibit the International Equity, Value and Emerging Growth Series
from entering into futures contracts or options thereon, to the extent that not
more than 5% of its assets are required as futures contract margin deposits and
premiums on options and only to the extent that obligations under such contracts
and transactions represent not more than 20% of the Series' assets.
8. Borrow money in excess of one-third of the value of its net assets and
then only as a temporary measure for extraordinary purposes or to facilitate
redemptions. The Series have no intention of increasing their net income through
borrowing. Any borrowing will be done from a bank and to the extent that such
borrowing exceeds 5% of the value of a Series' assets, asset coverage of at
least 300% is required. In the event that such asset coverage shall at any time
fall below 300%, the Series shall, within three days thereafter (not including
Sunday and holidays) or such longer period as the Securities and Exchange
Commission may prescribe by rules and regulations, reduce the amount of its
borrowings to an extent that the asset coverage of such borrowings shall be at
least 300%. A Series will not pledge more than 15% of its net assets. A Series
shall not issue senior securities as defined in the Investment Company Act of
1940, except for notes to banks.
9. Make loans, except to the extent that purchases of debt obligations
(including repurchase agreements) in accordance with each Series' investment
objective and policies are considered loans and except that each Series 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.
10. Invest more than 5% of the value of its total assets in securities of
companies less than three years old. Such three-year period shall include the
operation of any predecessor company or companies.
11. Invest more than 25% of its total assets in any particular industry,
except that a Series may invest more than 25% of the value of its total assets
in obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities, certificates of deposit and bankers' acceptances of banks
with over one billion dollars in assets or bank holding companies whose
securities are rated A-2 or better by Standard & Poor's Corporation ("S&P") or
P-2 or better by Moody's Investors Service, Inc. ("Moody's").
12. Act as an underwriter of securities of other issuers, except that a Series
may acquire restricted or not readily-marketable securities under circumstances
where, if such securities are sold, a Series might be deemed to be an
underwriter for the purposes of the Securities Act of 1933.
In addition, the following investment restrictions may be changed by the Board
of Directors:
(a) Each Series will not invest in warrants valued at lower of cost or market
exceeding 5% of a Series' net assets. Included within that amount, but not to
exceed 2% of a Series' net assets, may be warrants not listed on the New York
Stock Exchange or American Stock Exchange. This restriction shall not apply to
the International Equity Series.
(b) The Money Market Series will not invest more than 25% of its assets in
foreign banks which are subject to the same regulation as United States banks or
to foreign branches of United States banks where such a bank is liable for the
obligations of the branch.
While the Series are permitted under certain circumstances to borrow money,
they do not normally do so. No investment securities will be purchased while
a Series has an outstanding borrowing. The Fund has undertaken, for so long as
required by California Regulatory Authority and so long as insurance policy
premiums or proceeds of contracts sold in California are used to purchase Fund
shares, each Series will not borrow money in excess of 25% of the value of its
net assets.
ADDITIONAL INFORMATION ON THE MONEY MARKET AND CAPITAL RESERVES SERIES
Money Market Instruments
The Capital Reserves Series may, from time to time, invest all or part of its
available assets in money market instruments maturing in one year or less. The
Money Market Series will invest all of its available assets in instruments which
have a remaining maturity of 13 months or less at the time of acquisition and
which will otherwise meet the maturity, quality and diversification conditions
with which taxable money market funds must comply. The types of instruments
which these Series may purchase are described below:
3
<PAGE> 59
1. U.S. Government Securities--Securities issued or guaranteed by the U.S.
Government, including Treasury Bills, Notes and bonds.
2. U.S. Government Agency Securities--Obligations issued or guaranteed by
agencies or instrumentalities of the U.S. Government whether supported by the
full faith and credit of the U.S. Treasury or the credit of a particular
agency or instrumentality.
3. Bank Obligations--Certificates of deposit, bankers' acceptances and other
short-term obligations of U.S. commercial banks and their overseas branches and
foreign banks of comparable quality, provided each such bank combined with its
branches has total assets of at least one billion dollars, and certificates and
issues of domestic savings and loan associations of one billion dollars in
assets whose deposits are insured by the Federal Deposit Insurance Corporation.
Any obligations of foreign banks shall be denominated in U.S. dollars.
Obligations of foreign banks and obligations of overseas branches of U.S. banks
are subject to somewhat different regulations and risks than those of U.S.
domestic banks. In particular, a foreign country could impose exchange controls
which might delay the release of proceeds from that country. Such deposits are
not covered by the Federal Deposit Insurance Corporation. Because of conflicting
laws and regulations, an issuing bank could maintain that liability for an
investment is solely that of the overseas branch which could expose the Series
to a greater risk of loss. The Series will only buy short-term instruments in
nations where these risks are minimal. The Series will consider these factors
along with other appropriate factors in making an investment decision to acquire
such obligations and will only acquire those which, in the opinion of
management, are of an investment quality comparable to other debt securities
bought by the Series. Either Series may invest more than 25% of its assets in
foreign banks except that this limitation shall not apply to United States
branches of foreign banks which are subject to the same regulations as United
States banks or to foreign branches of United States banks where such a bank is
liable for the obligations of the branch. This policy may be changed by the
Board of Directors without shareholder approval.
The Money Market Series is subject to certain maturity, quality and
diversification conditions applicable to taxable money market funds. Thus, if a
bank obligation or, as relevant, its issuer is considered to be rated at the
time of the proposed purchase, it or, as relevant, its issuer must be so rated
in one of the two highest rating categories by at least two
nationally-recognized statistical rating organizations or, if such security or,
as relevant, its issuer is not so rated, the purchase of the security must be
approved or ratified by the Board of Directors in accordance with the maturity,
quality and diversification conditions with which taxable money market funds
must comply.
4. Commercial Paper--Short-term promissory notes issued by corporations which
at the time of purchase are rated A-2 or better by S&P or P-2 or better by
Moody's or which have received comparable ratings from a nationally-recognized
statistical rating organization approved by the Board of Directors or, if not
rated, issued or guaranteed by a corporation with outstanding debt rated AA, Aa
or better by S&P or Moody's. The Money Market Series invests in commercial paper
in accordance with the restrictions set forth in the Prospectuses.
5. Short-term Corporate Debt--In addition to the other debt securities
described in the Prospectuses, corporate notes, bonds and debentures which at
the time of purchase are rated AA or better by S&P or Aa or better by Moody's or
which have received comparable ratings from a nationally-recognized statistical
rating organization approved by the Board of Directors, provided such securities
have one year or less remaining to maturity. Such securities generally have
greater liquidity and are subject to considerably less market fluctuation than
longer issues. The Money Market Series invests in corporate notes, bonds and
debentures in accordance with the restrictions set forth in the Prospectuses.
The ratings of S&P, Moody's and other rating services represent their opinions
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 Series will further evaluate these securities.
See Appendix A--Description of Ratings.
ADDITIONAL INFORMATION ON
THE CAPITAL RESERVES, MONEY MARKET AND MULTIPLE STRATEGY SERIES
Asset-Backed Securities
The Capital Reserves, Money Market and Multiple Strategy Series may invest a
portion of their assets in asset-backed securities. The rate of principal
payment on asset-backed securities generally depends on the rate of principal
payments received on the underlying assets. Such rate of payments may be
affected by economic and various other factors such as changes in interest
rates. Therefore, the yield may be difficult to predict and actual yield to
maturity may be more or less than the anticipated yield to maturity. The credit
quality of most asset-backed securities depends primarily on the credit quality
of the assets underlying such securities, how well the entities issuing the
securities are insulated from the credit risk of the originator or affiliated
entities, and the amount of credit support provided to the securities.
Asset-backed securities are often backed by a pool of assets representing the
obligations of a number of different parties. To lessen the effect of failures
by obligors on underlying assets to make payments, such securities may contain
elements of credit support. Such credit support falls into two categories: (i)
liquidity protection, and (ii) protection against losses resulting from ultimate
default by an obligor on the underlying assets. Liquidity protection refers to
the provision of advances, generally by the entity administering the pool of
assets, to ensure that the receipt of payments due on the underlying pool is
timely. Protection against losses resulting from ultimate default enhances the
likelihood of payments of the obligations on at least some of the assets in the
pool. Such protection may be provided through guarantees, insurance policies or
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letters of credit obtained by the issuer or sponsor from third parties, through
various means of structuring the transaction or through a combination of such
approaches. The Series will not pay any additional fees for such credit support,
although the existence of credit support may increase the price of a security.
Examples of credit support arising out of the structure of the transaction
include "senior-subordinated securities" (multiple class securities with one or
more classes subordinate to other classes as to the payment of principal thereof
and interest thereon, with the result that defaults on the underlying assets are
borne first by the holders of the subordinated class), creation of "reserve
funds" (where cash or investments, sometimes funded from a portion of the
payments on the underlying assets, are held in reserve against future losses)
and "over collateralization" (where the scheduled payments on, or the principal
amount of, the underlying assets exceeds that required to make payments of the
securities and pay any servicing or other fees). The degree of credit support
provided for each issue is generally based on historical information respecting
the level of credit information respecting the level of credit risk associated
with the underlying assets. Delinquencies or losses in excess of those
anticipated could adversely affect the return on an investment in such issue.
ADDITIONAL INFORMATION ON
THE CAPITAL RESERVES SERIES
Average Weighted Maturity
The Capital Reserves Series ordinarily maintains its average dollar weighted
portfolio maturity within the five to seven year range, but not in excess of ten
years. However, many of the securities in which the Series invests will have
remaining maturities in excess of seven years. The Series may purchase
individual securities with a remaining maturity of up to 15 years.
Some of the securities in the Series' portfolio may have periodic interest
rate adjustments based upon an index such as the 91-day Treasury Bill rate. This
periodic interest rate adjustment tends to lessen the volatility of the
security's price. With respect to securities with an interest rate adjustment
period of one year or less, the Series will, when determining average weighted
maturity, treat such a security's maturity as the amount of time remaining until
the next interest rate adjustment.
Instruments such as GNMA, FNMA and FHLMC securities and similar securities
backed by amortizing loans generally have shorter effective maturities than
their stated maturities. This is due to changes in amortization caused by
demographic and economic forces such as interest rate movements. These effective
maturities are calculated based upon historical payment patterns. For purposes
of determining the Series' average weighted maturity, the maturities of such
securities will be calculated based upon the issuing agency's payment factors
using industry-accepted valuation models.
ADDITIONAL INFORMATION ON THE MONEY MARKET SERIES
The Series intends to achieve its objective by investing at least 80% of its
assets in a diversified portfolio of money market instruments. See Money Market
Instruments below and Appendix A--Description of Ratings.
The Series maintains its net asset value at $10 per share by valuing its
securities on an amortized cost basis. See Offering Price. The Series maintains
a dollar weighted average portfolio maturity of not more than 90 days and does
not purchase any issue having a remaining maturity of more than 13 months. In
addition, the Series limits its investments, including repurchase agreements, to
those instruments which the Board of Directors determines present minimal credit
risks and which are of high quality. The Series may sell portfolio securities
prior to maturity in order to realize gains or losses or to shorten the average
maturity if it deems such actions appropriate to maintain a stable net asset
value. While the Series will make every effort to maintain a fixed net asset
value of $10 per share, there can be no assurance that this objective will be
achieved.
While the Series intends to hold its investments until maturity when they will
be redeemable at their full principal value plus accrued interest, it may
attempt, from time to time, to increase its yield by trading to take advantage
of market variations. Also, revised evaluations of the issuer or redemptions may
cause sales of portfolio investments prior to maturity or at times when such
sales might otherwise not be desirable. The Series' right to borrow to
facilitate redemptions may reduce but does not guarantee a reduction in the need
for such sales. The Series will not purchase new securities while any borrowings
are outstanding. See Dividends and Realized Securities Profits Distributions and
Taxes for effect of any capital gains distributions.
A shareholder's rate of return will vary with the general interest rate levels
applicable to the money market instruments in which the Series invests. In the
event of an increase in current interest rates, a national credit crisis or if
one or more of the issuers became insolvent prior to the maturity of the
instruments, principal values could be adversely affected. Investments in
obligations of foreign banks and of overseas branches of U.S. banks may be
subject to less stringent regulations and different risks than those of U.S.
domestic banks. The rate of return and the net asset value will be affected by
such other factors as sales of portfolio securities prior to maturity and the
Series' operating expenses.
ADDITIONAL INFORMATION ON
THE INTERNATIONAL EQUITY, VALUE AND EMERGING GROWTH SERIES
Futures Contracts and Options on Futures Contracts
Futures Contracts--As noted in the Prospectus each of the International
Equity, Value and Emerging Growth Series may enter into futures contracts
relating to securities, securities indices or interest rates. In addition, the
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International Equity Series may enter into foreign currency futures contracts.
(Unless otherwise specified, interest rate futures contracts, securities and
securities index futures contracts and foreign currency futures contracts are
collectively referred to as "futures contracts.") Such investment strategies
will be used as a hedge and not for speculation.
Purchases or sales of stock or bond index futures contracts are used for
hedging purposes to attempt to protect a Series' current or intended investments
from broad fluctuations in stock or bond prices. For example, a Series may sell
stock or bond index futures contracts in anticipation of or during a market
decline to attempt to offset the decrease in market value of the Series'
securities portfolio that might otherwise result. If such decline occurs, the
loss in value of portfolio securities may be offset, in whole or part, by gains
on the futures position. When a Series is not fully invested in the securities
market and anticipates a significant market advance, it may purchase stock or
bond index futures contracts in order to gain rapid market exposure that may, in
part or entirely, offset increases in the cost of securities that the Series
intends to purchase. As such purchases are made, the corresponding positions in
stock or bond index futures contracts will be closed out.
Interest rate futures contracts are purchased or sold for hedging purposes to
attempt to protect against the effects of interest rate changes on a Series'
current or intended investments in fixed income securities. For example, if a
Series owned long-term bonds and interest rates were expected to increase, that
Series might sell interest rate futures contracts. Such a sale would have much
the same effect as selling some of the long-term bonds in that Series'
portfolio. However, since the futures market is more liquid than the cash
market, the use of interest rate futures contracts as a hedging technique allows
a Series to hedge its interest rate risk without having to sell its portfolio
securities. If interest rates did increase, the value of the debt securities in
the portfolio would decline, but the value of that Series' interest rate futures
contracts would be expected to increase at approximately the same rate, thereby
keeping the net asset value of that Series from declining as much as it
otherwise would have. On the other hand, if interest rates were expected to
decline, interest rate futures contracts could be purchased to hedge in
anticipation of subsequent purchases of long-term bonds at higher prices.
Because the fluctuations in the value of the interest rate futures contracts
should be similar to those of long-term bonds, a Series could protect itself
against the effects of the anticipated rise in the value of long-term bonds
without actually buying them until the necessary cash became available or the
market had stabilized. At that time, the interest rate futures contracts could
be liquidated and that Series' cash reserve could then be used to buy long-term
bonds on the cash market.
As noted in the Prospectus, the International Equity Series may purchase and
sell foreign currency futures contracts for hedging purposes to attempt to
protect its current or intended investments from fluctuations in currency
exchange rates. Such fluctuations could reduce the dollar value of portfolio
securities denominated in foreign currencies, or increase the cost of
foreign-denominated securities to be acquired, even if the value of such
securities in the currencies in which they are denominated remains constant. The
Series may sell futures contracts on a foreign currency, for example, when it
holds securities denominated in such currency and it anticipates a decline in
the value of such currency relative to the dollar. In the event such decline
occurs, the resulting adverse effect on the value of foreign-denominated
securities may be offset, in whole or in part, by gains on the futures
contracts. However, if the value of the foreign currency increases relative to
the dollar, the Series' loss on the foreign currency futures contract may or may
not be offset by an increase in the value of the securities because a decline in
the price of the security stated in terms of the foreign currency may be greater
than the increase in value as a result of the change in exchange rates.
Conversely, the Series could protect against a rise in the dollar cost of
foreign-denominated securities to be acquired by purchasing futures contracts on
the relevant currency, which could offset, in whole or in part, the increased
cost of such securities resulting from a rise in the dollar value of the
underlying currencies. When the Series purchases futures contracts under such
circumstances, however, and the price of securities to be acquired instead
declines as a result of appreciation of the dollar, the Series will sustain
losses on its futures position which could reduce or eliminate the benefits of
the reduced cost of portfolio securities to be acquired.
The Series may also engage in currency "cross hedging" when, in the opinion of
the International Equity Series' investment manager, Delaware International
Advisers Ltd. ("Delaware International"), the historical relationship among
foreign currencies suggests that the Series may achieve protection against
fluctuations in currency exchange rates similar to that described above at a
reduced cost through the use of a futures contract relating to a currency other
than the U.S. dollar or the currency in which the foreign security is
denominated. Such "cross hedging" is subject to the same risks as those
described above with respect to an unanticipated increase or decline in the
value of the subject currency relative to the dollar.
Options on Futures Contracts--As noted in the Prospectus, each of the
International Equity, Value and Emerging Growth Series may purchase and write
options on the types of futures contracts that Series could invest in.
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The writing of a call option on a futures contract constitutes a partial hedge
against declining prices of the securities in the Series' portfolio. If the
futures price at expiration of the option is below the exercise price, a Series
will retain the full amount of the option premium, which provides a partial
hedge against any decline that may have occurred in the Series' portfolio
holdings. The writing of a put option on a futures contract constitutes a
partial hedge against increasing prices of the securities or other instruments
required to be delivered under the terms of the futures contract. If the futures
price at expiration of the put option is higher than the exercise price, a
Series will retain the full amount of the option premium, which provides a
partial hedge against any increase in the price of securities which the Series
intends to purchase. If a put or call option a Series has written is
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exercised, the Series will incur a loss which will be reduced by the amount of
the premium it receives. Depending on the degree of correlation between changes
in the value of its portfolio securities and changes in the value of its options
on futures positions, a Series' losses from exercised options on futures may to
some extent be reduced or increased by changes in the value of portfolio
securities.
The Series may purchase options on futures contracts for hedging purposes
instead of purchasing or selling the underlying futures contracts. For example,
where a decrease in the value of portfolio securities is anticipated as a result
of a projected marketwide decline or changes in interest or exchange rates, a
Series could, in lieu of selling futures contracts, purchase put options
thereon. In the event that such decrease occurs, it may be offset, in whole or
part, by a profit on the option. If the market decline does not occur, the
Series will suffer a loss equal to the price of the put. Where it is projected
that the value of securities to be acquired by a Series will increase prior to
acquisition, due to a market advance or changes in interest or exchange rates, a
Series could purchase call options on futures contracts, rather than purchasing
the underlying futures contracts. If the market advances, the increased cost of
securities to be purchased may be offset by a profit on the call. However, if
the market declines, the Series will suffer a loss equal to the price of the
call, but the securities which the Series intends to purchase may be less
expensive.
Options on Foreign Currencies
The International Equity Series may purchase and write options on foreign
currencies for hedging purposes in a manner similar to that in which futures
contracts on foreign currencies, or forward contracts, will be utilized. For
example, a decline in the dollar value of a foreign currency in which portfolio
securities are denominated will reduce the dollar value of such securities, even
if their value in the foreign currency remains constant. In order to protect
against such diminutions in the value of portfolio securities, the Series may
purchase put options on the foreign currency. If the value of the currency does
decline, the Series will have the right to sell such currency for a fixed amount
in dollars and will thereby offset, in whole or in part, the adverse effect on
its portfolio which otherwise would have resulted.
Conversely, where a rise in the dollar value of a currency in which securities
to be acquired are denominated is projected, thereby increasing the cost of such
securities, the Series may purchase call options thereon. The purchase of such
options could offset, at least partially, the effects of the adverse movement in
exchange rates. As in the case of other types of options, however, the benefit
to the Series deriving from purchases of foreign currency options will be
reduced by the amount of the premium and related transaction costs. In addition,
where currency exchange rates do not move in the direction or to the extent
anticipated, the Series could sustain losses on transactions in foreign currency
options which would require it to forego a portion or all of the benefits of
advantageous changes in such rates.
The Series may write options on foreign currencies for the same types of
hedging purposes. For example, where the Series anticipates a decline in the
dollar value of foreign currency denominated securities due to adverse
fluctuations in exchange rates, it could, instead of purchasing a put option,
write a call option on the relevant currency. If the expected decline occurs,
the option will most likely not be exercised, and the diminution in the value of
portfolio securities will be offset by the amount of the premium received.
Similarly, instead of purchasing a call option to hedge against the
anticipated increase in the dollar cost of securities to be acquired, the Series
could write a put option on the relevant currency which, if rates move in the
manner projected, will expire unexercised and allow the Series to hedge such
increased costs up to the value of the premium. As in the case of other types of
options, however, the writing of a foreign currency option will constitute only
a partial hedge up to the amount of the premium, and only if rates move in the
expected direction. If this does not occur, the option may be exercised and the
Series would be required to purchase or sell the underlying currency at a loss
which may not be offset by the amount of the premium. Through the writing of
options on foreign currencies, the Series also may be required to forego all or
a portion of the benefit which might otherwise have been obtained from favorable
movements in exchange rates.
The Series intends to write covered call options on foreign currencies. A call
option written on a foreign currency by the Series is "covered" if the Series
owns the underlying foreign currency covered by the call or has an absolute and
immediate right to acquire that foreign currency without additional cash
consideration (or for additional cash consideration held in a segregated account
by the Series' custodian bank) upon conversion or exchange of other foreign
currency held in its portfolio. A call option is also covered if the Series has
a call on the same foreign currency and in the same principle amount as the call
written where the exercise price of the call held (a) is equal to less than the
exercise price of the call written, or (b) is greater than the exercise price of
the call written if the difference is maintained by the Series in cash, U.S.
Government securities or other high-grade liquid debt securities in a
segregated account with its custodian bank.
With respect to writing put options, at the time the put is written, the
Series will establish a segregated account with its custodian bank consisting of
cash, U.S. Government securities or other high-grade liquid debt securities in
an amount equal in value to the amount the Series will be required to pay upon
exercise of the put. The account will be maintained until the put is exercised,
has expired, or the Series has purchased a closing put of the same series as the
one previously written.
REPURCHASE AGREEMENTS
Each of the Fund's nine Series may, from time to time, enter into repurchase
transactions. 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
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ownership of the security but the seller agrees, at the time of sale, to
repurchase it at a mutually agreed-upon time and price. The Series 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 purchase security. Such transactions afford an opportunity for
the Series to invest temporarily available cash. The Series' 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 such an issuer default, the investment managers believe that,
barring extraordinary circumstances, the Series 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. The Series
consider the creditworthiness of the bank or dealer from whom it purchases
repurchase agreements. The Series 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.
The funds in the Delaware Group have obtained an exemption from the
joint-transaction prohibitions of Section 17(d) of the Investment Company Act of
1940 to allow the Delaware Group funds jointly to invest cash balances. Each
Series of the Fund may invest cash balances in a joint repurchase agreement in
accordance with the terms of the Order and subject generally to the conditions
described above.
PORTFOLIO LOAN TRANSACTIONS
Each of the Fund's nine Series, except for the Money Market Series, 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 Series' respective investment manager that the
staff of the Securities and Exchange 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, short-term U.S. Govern-ment securities, 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 Series; 3) the
Series must be able to terminate the loan after notice, at any time; 4) the
Series 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 Series may pay reasonable custodian fees in
connection with the loan; 6) the voting rights on the lent securities may pass
to the borrower; however, if the directors of the Fund 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 directors to vote the proxy.
The major risk to which a Series 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, a Series will only enter into loan arrangements
after a review of all pertinent facts by the Series' respective investment
manager, under the supervision of the Board of Directors, 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 Series' respective
investment manager.
FOREIGN SECURITIES
To the extent the Fund's nine Series are authorized and intend to invest in
foreign securities, investors should recognize that investing in securities of
foreign issuers involves certain considerations, including those set forth in
the Prospectuses, which are not typically associated with investing in United
States issuers. Since the stocks of foreign companies are frequently denominated
in foreign currencies, and since the Series may temporarily hold uninvested
reserves in bank deposits in foreign currencies, the Series will be affected
favorably or unfavorably by changes in currency rates and in exchange control
regulations, and may incur costs in connection with conversions between various
currencies. The investment policies of the Series permit them to enter into
forward foreign currency exchange contracts and various related currency
transactions in order to hedge the Series' holdings and commitments against
changes in the level of future currency rates. Such contracts involve an
obligation to purchase or sell a specific currency at a future date at a price
set at the time of the contract.
There has been in the past, and there may be again in the future, an interest
equalization tax levied by the United States in connection with the purchase of
foreign securities such as those purchased by the Series. Payment of such
interest equalization tax, if imposed, would reduce the Series' rate of return
on its investment. Dividends paid by foreign issuers may be subject to
withholding and other foreign taxes which may decrease the net return on such
investments as compared to dividends paid to the Series by United States
corporations. Special rules govern the federal income tax treatment of certain
transactions denominated in terms of a currency other than the U.S. dollar or
determined by reference to the value of one or more currencies other than the
U.S. dollar. The types of transactions covered by the special rules generally
include the following: (i) the acquisition of, or becoming the obligor under, a
bond or other debt instrument (including, to the extent provided in Treasury
Regulations, preferred stock); (ii) the accruing of certain trade receivables
and payables; and (iii) the entering into or acquisition of any forward
contract, futures contract, option and similar financial instruments other than
any "regulated futures contract" or "nonequity option" marked to market. The
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disposition of a currency other than the U.S. dollar by a U.S. taxpayer is also
treated as a transaction subject to the special currency rules. However, foreign
currency-related regulated futures contracts and non-equity options are
generally not subject to the special currency rules, if they are or would be
treated as sold for their fair market value at year-end under the marking to
market rules applicable to other futures contracts, unless an election is made
to have such currency rules apply. With respect to transactions covered by the
special rules, foreign currency gain or loss is calculated separately from any
gain or loss on the underlying transaction and is normally taxable as ordinary
gain or loss. A taxpayer may elect to treat as capital gain or loss foreign
currency gain or loss arising from certain identified forward contracts, futures
contracts and options that are capital assets in the hands of the taxpayer and
which are not part of a straddle. Certain transactions subject to the special
currency rules that are part of a "section 988 hedging transaction" (as defined
in the Internal Revenue Code of 1986 (the "Code"), as amended, and the Treasury
Regulations) will be integrated and treated as a single transaction or otherwise
treated consistently for purposes of the Code. The income tax effects of
integrating and treating a transaction as a single transaction are generally to
create a synthetic debt instrument that is subject to the original discount
provisions. It is anticipated that some of the non-U.S. dollar denominated
investments and foreign currency contracts the Series may make or enter into
will be subject to the special currency rules described above.
FOREIGN CURRENCY TRANSACTIONS
In connection with the Series' investment in foreign securities, the Series
may purchase or sell currencies and/or engage in forward foreign currency
transactions in order to expedite settlement of portfolio transactions and to
minimize currency value fluctuations.
Forward foreign currency contracts are traded in the interbank market
conducted directly between currency traders (usually large commercial banks) and
their customers. A forward contract generally has no deposit requirement, and no
commissions are charged at any stage for trades. The Series will account for
forward contracts by marking to market each day at daily exchange rates.
When the Series enters into a forward contract to sell, for a fixed amount of
U.S. dollars or other appropriate currency, the amount of foreign currency
approximating the value of some or all of the Series' assets denominated in such
foreign currency, the Series' custodian bank or subcustodian will place cash or
liquid high grade debt securities in a separate account of the Series in an
amount not less than the value of the Series' total assets committed to the
consummation of such forward contracts. If the additional cash or securities
placed in the separate account declines, additional cash or securities will be
placed in the account on a daily basis so that the value of the account will
equal the amount of the Series' commitments with respect to such contracts.
OPTIONS
Each of the Fund's nine Series, except for the Money Market Series, may write
call options and purchase put options on a covered basis only. The International
Equity Series may also purchase call options. The Series also may enter into
closing transactions with respect to such options transactions. No Series will
engage in option transactions for speculative purposes.
To the extent authorized to engage in option transactions, the Series may
invest in options that are Exchange listed and the International Equity Series
may invest in the options that are traded over-the-counter. The other Series
reserve the right to invest in over-the-counter options upon written notice to
their shareholders. The Series will enter into an option position only if there
appears to be a liquid market for such options. However, there can be no
assurance that a liquid secondary market will be maintained. Thus, it may not be
possible to close option positions and this may have an adverse impact on a
Series' ability to effectively hedge its securities.
A. Covered Call Writing--A Series may write covered call options from time to
time on such portion of its portfolio, without limit, as the respective
investment manager determines is appropriate in seeking to obtain the Series'
investment objective. A call option gives the purchaser of such option the right
to buy, and the writer, in this case the Series, has the obligation to sell the
underlying security at the exercise price during the option period. The
advantage to a Series of writing covered calls is that the Series receives a
premium which is additional income. However, if the security rises in value, the
Series may not fully participate in the market appreciation.
During the option period, a covered call option writer may be assigned an
exercise notice by the broker/dealer through whom such call option was sold
requiring the writer to deliver the underlying security against payment of the
exercise price. This obligation is terminated upon the expiration of the option
period or at such earlier time in which the writer effects a closing purchase
transaction. A closing purchase transaction cannot be effected with respect to
an option once the option writer has received an exercise notice for such
option.
With respect to such options, the Series may enter into closing purchase
transactions. A closing purchase transaction is one in which the Series, when
obligated as a writer of an option, terminates its obligation by purchasing an
option of the same series as the option previously written.
Closing purchase transactions will ordinarily be effected to realize a profit
on an outstanding call option, to prevent an underlying security from being
called, to permit the sale of the underlying security or to enable the Series to
write another call option on the underlying security with either a different
exercise price or expiration date or both. The Series may realize a net gain or
loss from a closing purchase transaction depending upon whether the net amount
of the original premium received on the call option is more or less than the
cost of effecting the closing purchase transaction. Any loss incurred in a
closing purchase transaction may be partially or entirely offset by the premium
received from a sale of a different call option on the same underlying security.
Such a loss may also be wholly or partially offset by unrealized appreciation in
9
<PAGE> 66
the market value of the underlying security. Conversely, a gain resulting from a
closing purchase transaction could be offset in whole or in part by a decline in
the market value of the underlying security.
If a call option expires unexercised, the Series will realize a short-term
capital gain in the amount of the premium on the option less the commission
paid. Such a gain, however, may be offset by depreciation in the market value of
the underlying security during the option period. If a call option is exercised,
the Series will realize a gain or loss from the sale of the underlying security
equal to the difference between the cost of the underlying security and the
proceeds of the sale of the security plus the amount of the premium on the
option less the commission paid.
The market value of a call option generally reflects the market price of an
underlying security. Other principal factors affecting market value include
supply and demand, interest rates, the price volatility of the underlying
security and the time remaining until the expiration date.
A Series will write call options only on a covered basis, which means that the
Series will own the underlying security subject to a call option at all times
during the option period. Unless a closing purchase transaction is effected, the
Series would be required to continue to hold a security which it might otherwise
wish to sell or deliver a security it would want to hold. Options written by the
Series will normally have expiration dates between one and nine months from the
date written. The exercise price of a call option may be below, equal to or
above the current market value of the underlying security at the time the option
is written.
B. Purchasing Put Options--A Series may invest up to 2% of its total assets in
the purchase of put options. The Series will, at all times during which it holds
a put option, own the security covered by such option.
A put option purchased by the Series gives it the right to sell one of its
securities for an agreed price up to an agreed date. The Series intend to
purchase put options in order to protect against a decline in market value of
the underlying security below the exercise price less the premium paid for the
option ("protective puts"). The ability to purchase put options will allow a
Series to protect unrealized gain in an appreciated security in its portfolio
without actually selling the security. If the security does not drop in value,
the Series will lose the value of the premium paid. A Series may sell a put
option which it has previously purchased prior to the sale of the securities
underlying such option. Such sales will result in a net gain or loss depending
on whether the amount received on the sale is more or less than the premium and
other transaction costs paid on the put option which is sold.
The Series may sell a put option purchased on individual portfolio securities.
Additionally, the Series may enter into closing sale transactions. A closing
sale transaction is one in which a Series, when it is the holder of an
outstanding option, liquidates its position by selling an option of the same
series as the option previously purchased.
C. Purchasing Call Options--The International Equity Series may purchase call
options to the extent that premiums paid by the Series do not aggregate more
than 2% of the Series' total assets. When the Series purchases a call option, in
return for a premium paid by the Series to the writer of the option, the Series
obtains the right to buy the security underlying the option at a specified
exercise price at any time during the term of the option. The writer of the call
option, who receives the premium upon writing the option, has the obligation,
upon exercise of the option, to deliver the underlying security against payment
of the exercise price. The advantage of purchasing call options is that the
Series may alter portfolio characteristics and modify portfolio maturities
without incurring the cost associated with portfolio transactions.
The Series may, following the purchase of a call option, 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. The
Series will realize a profit from a closing sale transaction if the price
received on the transaction is more than the premium paid to purchase the
original call option; the Series will realize a loss from a closing sale
transaction if the price received on the transaction is less than the premium
paid to purchase the original call option.
Although the Series will generally purchase only those call options for which
there appears to be an active secondary market, there is no assurance that a
liquid secondary market on an Exchange will exist for any particular option, or
at any particular time, and for some options no secondary market on an Exchange
may exist. In such event, it may not be possible to effect closing transactions
in particular options, with the result that the Series would have to exercise
its options in order to realize any profit and would incur brokerage commissions
upon the exercise of such options and upon the subsequent disposition of the
underlying securities acquired through the exercise of such options. Further,
unless the price of the underlying security changes sufficiently, a call option
purchased by the Series may expire without any value to the Series.
D. Options on Stock Indices--The Growth, International Equity, Value and
Emerging Growth Series also may write call options and purchase put options on
certain stock indices and enter into closing transactions in connection
therewith. A stock index assigns relative values to the common stocks included
in the index with the index fluctuating with changes in the market values of the
underlying common stock.
Options on stock indices are similar to options on stocks but have different
delivery requirements. Stock options provide the right to take or make delivery
of the underlying stock at a specified price. A stock index option gives the
holder the right to receive a cash "exercise settlement amount" equal to (i) the
amount by which the fixed exercise price of the option exceeds (in the case of a
put) or is less than (in the case of a call) the closing value of the underlying
index on the date of exercise, multiplied by (ii) a fixed "index multiplier."
Receipt of this cash amount will depend upon the closing level of the stock
index upon which the option is based being greater than (in the case of a call)
or less than (in the case of a put) the exercise price of the option. The amount
10
<PAGE> 67
of cash received will be equal to such difference between the closing price of
the index and exercise price of the option expressed in dollars times a
specified multiple. The writer of the option is obligated, in return for the
premium received, to make delivery of this amount. Gain or loss to the Series on
transactions in stock index options will depend on price movements in the stock
market generally (or in a particular industry or segment of the market) rather
than price movements of individual securities.
As with stock options, the Growth, International Equity, Value and Emerging
Growth Series may offset positions in stock index options prior to expiration by
entering into a closing transaction on an Exchange or may let the option expire
unexercised.
A stock index fluctuates with changes in the market values of the stock so
included. Some stock index options are based on a broad market index such as the
Standard & Poor's 500 or the New York Stock Exchange Composite Index, or a
narrower market index such as the Standard & Poor's 100. Indices are also based
on an industry or market segment such as the AMEX Oil and Gas Index or the
Computer and Business Equipment Index. Options on stock indices are currently
traded on the following Exchanges among others: The Chicago Board Options
Exchange, New York Stock Exchange and American Stock Exchange.
The Series' ability to hedge effectively all or a portion of its securities
through transactions in options on stock indices depends on the degree to which
price movements in the underlying index correlate with price movements in the
Series' portfolio securities. Since the Series' portfolio will not duplicate the
components of an index, the correlation will not be exact. Consequently, the
Series bear the risk that the prices of the securities being hedged will not
move in the same amount as the hedging instrument. It is also possible that
there may be a negative correlation between the index or other securities
underlying the hedging instrument and the hedged securities which would result
in a loss on both such securities and the hedging instrument.
Positions in stock index options may be closed out only on an Exchange which
provides a secondary market. There can be no assurance that a liquid secondary
market will exist for any particular stock index option. Thus, it may not be
possible to close such an option. The inability to close options positions could
have an adverse impact on the Series' ability to effectively hedge its
securities. The Series will enter into an option position only if there appears
to be a liquid secondary market for such options.
The Growth, International Equity, Value and Emerging Growth Series will not
engage in transactions in options on stock indices for speculative purposes but
only to protect appreciation attained, to offset capital losses and to take
advantage of the liquidity available in the option markets.
ACCOUNTING AND TAX ISSUES
When a Series writes a call, or purchases a put option, an amount equal to the
premium received or paid by it is included in the Series' assets and liabilities
as an asset and as an equivalent liability.
In writing a call, the amount of the liability is subsequently "marked to
market" to reflect the current market value of the option written. The current
market value of a written option is the last sale price on the principal
Exchange on which such option is traded or, in the absence of a sale, the mean
between the last bid and asked prices. If an option which a Series has written
expires on its stipulated expiration date, a Series recognizes a capital gain.
If a Series enters into a closing purchase transaction with respect to an option
which a Series has written, a Series realizes 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. If a call option which a
Series has written is exercised, a Series realizes a capital gain or loss from
the sale of the underlying security and the proceeds from such sale are
increased by the premium originally received.
The premium paid by a Series for the purchase of a put option is recorded in
the Series' 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. The current market
value of a purchased option is the last sale price on the principal Exchange on
which such option is traded or, in the absence of a sale, the mean between the
last bid and asked prices. If an option which a Series has purchased expires on
the stipulated expiration date, a Series realizes a short-term or long-term
capital loss for federal income tax purposes in the amount of the cost of the
option. If a Series exercises 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.
Options on Certain Stock Indices--Accounting for options on certain stock
indices will be in accordance with generally accepted accounting principles. The
amount of any realized gain or loss on closing out such a position will result
in a realized gain or loss for tax purposes. Such options held by the Growth,
International Equity, Value or Emerging Growth Series at the end of each fiscal
year will be required to be "marked to market" for federal income tax purposes.
11
<PAGE> 68
Sixty percent of any net gain or loss recognized on such deemed sales or on any
actual sales will be treated as long-term capital gain or loss, and the
remainder will be treated as short-term capital gain or loss.
Other Tax Requirements--Each Series has qualified, and intends to continue to
qualify, as a regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended. A Series must meet several requirements to
achieve or maintain its status as a regulated investment company. Among these
requirements are that at least 90% of each Series' investment company taxable
income be derived from dividends, interest, payment with respect to securities
loans and gains from the sale or disposition of securities; that at the close of
each quarter of its taxable year at least 50% of the value of each Series'
assets consist of cash and cash items, government securities, securities of
other regulated investment companies and, subject to certain diversification
requirements, other securities; and that less than 30% of each Series' gross
income be derived from sales of securities held for less than three months.
The requirement that not more than 30% of each Series' gross income be derived
from gains from the sale or other disposition of securities held for less than
three months may restrict a Series in its ability to write covered call options
on securities which it has held less than three months, to write options which
expire in less than three months, to sell securities which have been held less
than three months and to effect closing purchase transactions with respect to
options which have been written less than three months prior to such
transactions. Consequently, in order to avoid realizing a gain within the
three-month period, a Series may be required to defer the closing out of a
contract beyond the time when it might otherwise be advantageous to do so. A
Series may also be restricted in the sale of purchased put options and the
purchase of put options for the purpose of hedging underlying securities because
of the application of the short sale holding period rules with respect to such
underlying securities.
The straddle rules of Section 1092 may apply. Generally, the straddle rules
provide that a loss realized on a position of a straddle may be recognized
only to the extent it exceeds the unrecognized gain at year-end in other
positions of the straddle. Losses which are deferred to the extent of
unrecognized gains will be carried over to the succeeding taxable year subject
to the same general limitations.
PERFORMANCE INFORMATION
Contract owners and prospective investors will be interested in learning from
time to time the current yield of the High Yield and Capital Reserves Series
and, in addition, the effective compounded yield of the Money Market Series.
Advertisements of performance of the underlying Series, if any, will be
accompanied by a statement of performance of the separate account. As explained
under Dividends and Realized Securities Profits Distributions, dividends for the
High Yield, Capital Reserves and Money Market Series are declared daily from net
investment income. Yield will fluctuate as income earned fluctuates.
From time to time, the Fund may state each Series' total return in
advertisements and other types of literature. Any statements of total return
performance data will be accompanied by information on the Series' average
annual total rate of return over the most recent one-, five-, and ten-year
periods. Each Series may also advertise aggregate and average total return
information over additional periods of time.
Each Series' average annual total rate of return is based on a hypothetical
$1,000 investment that includes capital appreciation and depreciation during the
stated periods. The following formula will be used for the actual computations:
n
P(1+T) = ERV
Where: P = a hypothetical initial purchase order of
$1,000;
T = average annual total return;
n = number of years;
ERV = redeemable value of the hypothetical
$1,000 purchase at the end of the period.
Aggregate total return is calculated in a similar manner, except that the
results are not annualized. Each calculation assumes all distributions are
reinvested at net asset value.
The performance of each Series, as shown below, is the average annual total
return quotations for the one-, three- and five-year periods ended December 31,
1994 for the Equity/Income, High Yield, Capital Reserves, Money Market and
Multiple Strategy Series, for the one- and three-year periods ended December 31,
1994 for the Growth Series, for the one-year period ended December 31, 1994 for
the International Equity, Value and Emerging Growth Series, and for the life of
each Series. Securities prices fluctuated during the periods covered and past
results should not be considered as representative of future performance.
12
<PAGE> 69
Annual Average Total Return*
Equity/ High Capital Money Multiple
Income Yield Reserves Market Strategy Growth
1 year 1 year
ended ended
12/31/94 (0.2%) (2.9%) (2.7%) 3.7% (0.2%) 12/31/94 (3.5%)
3 years 3 years
ended ended
12/31/94 7.8% 8.6% 4.0% 3.1% 7.1% 12/31/94 3.2%
Period
5 years 7/12/91**
ended through
12/31/94 5.9% 10.4% 5.8% 4.5% 9.2% 12/31/94 5.7%
Period
7/28/88**
through
12/31/94 6.8% 9.3% 6.4% 5.3% 10.0%
International Emerging
Equity Value Growth
1 year 1 year
ended ended
12/31/94 2.6% 12/31/94 0.8% (0.4%)
Period Period
10/29/92** 12/27/93**
to through
12/31/94 8.5% 12/31/94 2.9% 1.6%
*The respective investment manager elected to waive voluntarily the portion of
its annual compensation under its Investment Management Agreement with each
Series to limit operating expenses of the Series to .80%. In the absence of
such voluntary waiver, performance would have been affected negatively.
**Date of initial public offering.
The High Yield and Capital Reserves Series may also quote its current yield,
calculated as described below, in advertisements and investor communications.
The yield computation for the High Yield and Capital Reserves Series 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
---
YIELD =2[( cd + 1)/6 -1]
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;
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, based on
specific 30-day periods identified in advertising by the Series. The yields of
the High Yield and Capital Reserves Series as of December 31, 1994 using this
formula were 10.96% and 6.98%, respectively.
Yield quotations are based on the offering price determined by the Series' net
asset value on the last day of the period and will fluctuate depending on the
period covered.
The Money Market Series may also quote its current yield in advertisements and
investor communications.
Yield calculation for the Money Market Series begins with the value of a
hypothetical account of one share at the beginning of a seven-day period; this
is compared with the value of that same account at the end of the same period
(including shares purchased for the account with dividends earned during the
period). The net change in the account value is generally the net income earned
per share during the period, which consists of accrued interest income plus or
minus amortized purchase discount or premium, less all accrued expenses
(excluding expenses reimbursed by the investment manager) but does not include
realized gains or losses or unrealized appreciation or depreciation.
The current yield of the Money Market Series represents the net change in this
hypothetical account annualized over 365 days. In addition, a shareholder may
achieve a compounding effect through reinvestment of dividends which is
reflected in the effective yield shown below.
<PAGE> 70
The following is an example, for purposes of illustration only, of the current
and effective yield calculations for the Money Market Series for the seven-day
period ended December 31, 1994.
Value of a hypothetical account with one share
at the beginning of the period.................................$10.00000000
Value of the same account at the end of
the period..................................................... 10.01017557
============
Net change in account value...................................... .01017557*
Base period return = net change in
account value + beginning account value........................ .001017557
Current yield [base period return
x (365 + 7)]................................................... 5.31%**
=====
Effective yield (1 + base period) 365/7.......................... 5.45%***
=====
Weighted average life to maturity of the portfolio on December 31, 1994 was 28
days.
*This represents the net income per share for the seven calendar days ended
December 31, 1994.
**This represents the average of annualized net investment income per share
for the seven calendar days ended December 31, 1994.
***This represents the current yield for the seven calendar days ended December
31, 1994 compounded daily.
The yield quoted at any time represents the amount being earned on a current
basis and is a function of the types of instruments in the Money Market Series'
portfolio, their quality and length of maturity and the Series' operating
expenses. The length of maturity for the portfolio is the average dollar
weighted maturity of the portfolio. This means that the portfolio has an average
maturity of a stated number of days for its issues. The calculation is weighted
by the relative value of the investment.
13
<PAGE> 71
The yield will fluctuate daily as the income earned on the investments of the
Money Market Series fluctuates. Accordingly, there is no assurance that the
yield quoted on any given occasion will remain in effect for any period of time.
It should also be emphasized that the Fund is an open-end investment company and
that there is no guarantee that the net asset value or any stated rate of return
will remain constant. Investment performance is not insured. Investors comparing
results of the Money Market Series with investment results and yields from other
sources such as banks or savings and loan associations should understand these
distinctions. Historical and comparative yield information may, from time to
time, be presented by the Money Market Series. Although the Money Market Series
determines the yield on the basis of a seven-calendar-day period, it may, from
time to time, use a different time span.
Other funds of the money market type may calculate their yield on a different
basis and the yield quoted by the Series could vary upward or downward if
another method of calculation or base period were used.
Investors should note that income earned and dividends paid by the High Yield
Series and Capital Reserves Series will also vary depending upon fluctuations in
interest rates and performance of each Series' portfolio. The net asset value of
each Series may change. Unlike the Money Market Series, the High Yield and
Capital Reserves Series invest in longer-term securities that fluctuate in value
and do so in a manner inversely correlated with changing interest rates. The
Series' net asset values will tend to rise when interest rates fall. Conversely,
the Series' 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 the Series will vary from
day to day and investors should consider the volatility of the Series' net asset
values as well as their yields before making a decision to invest.
Comparative Information
From time to time, performance of each Series in the Fund may be compared to
various industry indices.
The Fund may quote actual total return performance, dividend results and other
performance information in advertising and other types of literature of those
Series that invest primarily in equity securities and may compare that
information to, or may separately illustrate similar information reported by the
Standard and Poor's 500 Stock Index and the Dow Jones Industrial Average and
other unmanaged indices. The Standard & Poor's 500 Stock Index and the Dow Jones
Industrial Average are industry accepted unmanaged indices of
generally-conservative securities used for measuring general market performance.
The total return performance reported will reflect the reinvestment of all
distributions on a quarterly basis and market price fluctuations. The indices do
not take into account any sales charges or other fees. In seeking a particular
investment objective, a Series' portfolio may include common stocks considered
by the respective investment manager to be more aggressive than those tracked by
these indices.
Each Series' total return performance 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 also reflect the maximum sales charge
paid, if any, for the illustrated investment amount, but not any income taxes
payable by shareholders on the reinvested distributions included in the
calculation. Because security prices fluctuate, past performance should not be
considered as a representation of the results which may be realized from an
investment in the Series in the future.
Each Series may also state total return performance in the form of an average
annual return. The average annual return figure will be computed by taking the
sum of the particular Series' annual return, then dividing that figure by the
number of years in the overall period indicated. The computation will reflect
the impact of the maximum sales charge paid, if any, on the illustrated
investment amount against the first year's return.
From time to time, the Fund may quote actual total return and/or yield
performance for the Series in advertising and other types of literature compared
to indices or averages of alternative financial products available to
prospective investors. For example, the performance comparisons may include the
average return of various bank instruments, some of which may carry certain
return guarantees offered by leading banks and thrifts as monitored by Bank Rate
Monitor, and those of generally-accepted corporate bond and government security
price indices of various durations prepared by Lehman Brothers and Salomon
Brothers, Inc. These indices are not managed for any investment goal.
Comparative information on the Consumer Price Index and representative mutual
fund indices maintained by CDA Technologies, Inc. may also be used. 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. CDA Technologies, Inc. is a performance evaluation service that
maintains a statistical database of performance, as reported by a diverse
universe of independently-managed mutual funds.
Statistical and performance information and various indices compiled and
maintained by organizations such as the following may also be used in preparing
exhibits comparing certain industry trends and competitive mutual fund
performance to comparable Series activity and performance and in illustrating
general financial planning principles. From time to time, certain mutual fund
performance ranking information, calculated and provided by these
organizations, may also be used in the promotion of sales in the Fund. Any
indices used are not managed for any investment goal.
CDA Technologies, Inc., Lipper Analytical Services, Inc. and Morningstar, Inc.
are performance evaluation services that maintain statistical performance
databases, as reported by a diverse universe of independently-managed mutual
funds.
14
<PAGE> 72
Ibbotson Associates, Inc. is a consulting firm that provides a variety of
historical data including total return, capital appreciation and income on the
stock market as well as other investment asset classes, and inflation. With
their permission, this information will be used primarily for comparative
purposes and to illustrate general financial planning principles.
Interactive Data Corporation is a statistical access service that maintains a
database of various international industry indicators, such as historical and
current price/earning information, individual equity and fixed income price
and return information.
Compustat Industrial Databases, a service of Standard & Poor's, may also be
used in preparing performance and historical stock and bond market exhibits.
This firm maintains fundamental databases that provide financial, statistical
and market information covering more than 7,000 industrial and non-industrial
companies.
Russell Indexes is an investment analysis service that provides both current
and historical stock performance information, focusing on the business
fundamentals of those firms issuing the security.
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.
Morgan Stanley Capital International is a statistical and research firm that
maintains a statistical database of international securities. This firm also
compiles and maintains a number of unmanaged indices of inter-national
securities. These indices are designed to measure the performance of the stock
markets of the USA, Europe, Canada, Mexico, Australia and the Far East, and
that of international industry groups.
FT-Actuaries World Indices are jointly compiled by The Financial Times, Ltd.;
Goldman, Sachs & Co.; and Wood Mackenzie & Co., Ltd. in conjunction with the
Institute of Actuaries and the Faculty of Actuaries. Indices maintained by
this group primarily focus on compiling statistical information on
international financial markets and industry sectors, stock and bond issues
and certain fundamental information about the companies issuing the
securities. Statistical information on international currencies is also
maintained.
Current interest rate and yield information on government debt obligations of
various durations, as reported weekly by the Federal Reserve (Bulletin H.15),
may also be used. As well, current industry rate and yield information on all
industry available fixed income securities, as reported weekly by the Bond
Buyer, may be used in preparing comparative illustrations.
The following table is an example, for purposes of
illustration only, of cumulative total return performance for the three-, six-
and nine-month periods ended December 31, 1994, for the one-, three- and
five-year periods ended December 31, 1994 and for the life of the Equity/Income,
High Yield, Capital Reserves, Money Market and Multiple Strategy Series.
Cumulative total return provided for the Growth Series is for the three-, six-
and nine-month periods ended December 31, 1994, for the one- and three-year
periods ended December 31, 1994 and for the life of the Series. Cumulative total
return provided for the International Equity, Value and Emerging Growth Series
is for the three-, six- and nine-month periods ended December 31, 1994, for the
one-year period ended December 31, 1994 and for the life of the Series. For
these purposes, the calculations assume the reinvestment of any realized
securities profits distributions and income dividends paid during the indicated
periods.
<PAGE> 73
Cumulative Total Return*
Equity/ High Capital Money Multiple
Income Yield Reserves Market Strategy Growth
3 months 3 months
ended ended
12/31/94 (3.2%) 0.1% (0.2%) 1.2% (1.4%) 12/31/94 (2.7%)
6 months 6 months
ended ended
12/31/94 0.8% (1.6%) 0.4% 2.2% 0.9% 12/31/94 4.7%
9 months 9 months
ended ended
12/31/94 3.4% (1.9%) (0.5%) 3.0% 1.2% 12/31/94 (2.4%)
1 year 1 year
ended ended
12/31/94 (0.2%) (2.9%) (2.7%) 3.7% (0.2%) 12/31/94 (3.5%)
3 years 3 years
ended ended
12/31/94 25.4% 28.2% 12.5% 9.7% 23.0% 12/31/94 9.8%
Period
5 years 7/12/91**
ended through
12/31/94 33.0% 63.8% 32.5% 24.6% 55.4% 12/31/94 21.1%
Period
7/28/88**
through
12/31/94 52.7% 77.2% 48.7% 39.7% 84.1%
International Emerging
Equity Value Growth
3 months 3 months
ended ended
12/31/94 (0.9%) 12/31/94 (1.7%) (0.6%)
6 months 6 months
ended ended
12/31/94 1.0% 12/31/94 3.1% 3.8%
9 months 9 months
ended ended
12/31/94 2.3% 12/31/94 1.5% 1.0%
1 year 1 year
ended ended
12/31/94 2.6% 12/31/94 0.8% (0.4%)
Period Period
10/29/92** 12/27/93**
through through
12/31/94 19.3% 12/31/94 2.9% 1.6%
*The respective investment manager elected to waive voluntarily the portion of
its annual compensation under its Investment Management Agreement with each
Series to limit operating expenses of the Series to .80%. In the absence of
such voluntary waiver, performance would have been affected negatively.
**Date of initial public offering.
15
<PAGE> 74
Because every investor's goals and risk threshold are different, certain
advertising and other related literature may provide general information about
investment alternatives and scenarios that will allow investors to assess their
personal goals. This information will include general material about investing
as well as materials reinforcing various industry-accepted principles of prudent
and responsible personal financial planning. One typical way of addressing these
issues is to compare an individual's goals and the length of time the individual
has to attain these goals to his or her risk threshold. In addition, information
may be provided discussing the respective investment manager's overriding
investment philosophy and how that philosophy affects the Series', and other
Delaware Group funds', investment disciplines employed in meeting their
objectives.
THE POWER OF COMPOUNDING
As part of your Variable Annuity contract, any earnings from your investment
selection are automatically reinvested to purchase additional shares of a
Series. This gives your investment yet another opportunity to grow. It's called
the Power of Compounding and the following charts illustrate just how powerful
that can be.
COMPOUNDED RETURNS
Results of various assumed fixed rates of return on a $10,000 investment
compounded monthly for 10 years:
----------------------------------------------
$40| |
| |
35| # |
| |
T 30| |
H | # |
O 25| |
U | # |
S 20| |
A | # |
N 15| |
D | |
S 10| * * * * |
| |
5| |
| |
0| |
--------------------------------------------
6% 8% 10% 12%
* = INITIAL INVESTMENT # = COMPOUND INTEREST
===============================================================================
6% 8% 10% 12%
===============================================================================
INITIAL INVESTMENT $10,000 $10,000 $10,000 $10,000
- -------------------------------------------------------------------------------
COMPOUND INTEREST $18,194 $22,196 $27,070 $33,004
===============================================================================
<PAGE> 75
Results of various assumed fixed rates of return on a $10,000 investment
compounded quarterly for 10 years:
----------------------------------------------
$40| |
| |
35| # |
| |
T 30| |
H | # |
O 25| |
U | # |
S 20| |
A | # |
N 15| |
D | |
S 10| * * * * |
| |
5| |
| |
0| |
--------------------------------------------
6% 8% 10% 12%
* = INITIAL INVESTMENT # = COMPOUND INTEREST
===============================================================================
6% 8% 10% 12%
===============================================================================
INITIAL INVESTMENT $10,000 $10,000 $10,000 $10,000
- -------------------------------------------------------------------------------
COMPOUND INTEREST $18,140 $22,080 $26,851 $32,620
===============================================================================
These figures are calculated assuming a fixed constant investment return and
assume no fluctuation in the value of principal. These figures do not reflect
payment of applicable taxes, are not intended to be a projection of investment
results and do not reflect the actual performance results of any of the
Series.
TRADING PRACTICES AND
BROKERAGE
The Fund or, in the case of the International Equity Series, Delaware
International selects banks, brokers or dealers to execute transactions on
behalf of the Series for the purchase or sale of portfolio securities on the
basis of its judgment of their professional capability to provide the service.
The primary consideration is to have banks, brokers or dealers execute
transactions at best price and execution. Best price and execution refers to
16
<PAGE> 76
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. The Fund pays
reasonably competitive brokerage commission rates based upon the professional
knowledge of its trading department or, in the case of the International Equity
Series, Delaware International, as to rates paid and charged for similar
transactions throughout the securities industry. In some instances, the Fund
pays a minimal share transaction cost when the transaction presents no
difficulty. Some trades are made on a net basis where the Fund either buys the
securities directly from the dealer or sells them to the dealer. In these
instances, there is no direct commission charged, but there is a spread (the
difference between the buy and sell price) which is in the equivalent of a
commission.
During the fiscal years ended December 31, 1992, 1993 and 1994, the aggregate
dollar amounts of brokerage commissions paid by the Equity/Income Series were
$64,268, $133,337 and $217,957, respectively, Multiple Strategy Series were
$46,924, $75,275 and $81,947, respectively, and Growth Series were $14,584,
$30,521 and $34,086, respectively. From October 29, 1992 (date of initial public
offering) to December 31, 1992, there were no brokerage commissions paid by the
International Equity Series. For the fiscal years ended December 31, 1993 and
1994, the aggregate dollar amount of brokerage commissions paid by the
International Equity Series were $29,430 and $167,836, respectively. For the
fiscal year ended December 31, 1994, the aggregate dollar amounts of brokerage
commissions paid by the Value and Emerging Growth Series amounted to $3,179 and
$4,127, respectively.
The respective investment manager may allocate out of all commission business
generated by all of the funds and accounts under management by the respective
investment manager, 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; securi-ties 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 respective investment 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 December 31, 1994, portfolio transactions of the
Equity/Income, Growth, International Equity, Value and Emerging Growth Series in
the amounts of $60,269,990, $10,770,057, $36,304,952, $108,637 and $603,194,
respectively, resulting in brokerage commissions of $104,744, $25,930, $125,707,
$342 and $2,208, respectively, were directed to brokers for brokerage and
research services provided.
As provided in the Securities Exchange Act of 1934 and the Investment
Management Agreements, higher commissions are permitted to be paid to
broker/dealers who provide brokerage and research services than to
broker/dealers who do not provide such services, if such higher commissions are
deemed reasonable in relation to the value of the brokerage and research
services provided. Although transactions are directed to broker/dealers who
provide such brokerage and research services, the Fund believes that the
commissions paid to such broker/dealers are not, in general, higher than
commissions that would be paid to broker/dealers not providing such services and
that such commissions are reasonable in relation to the value of the brokerage
and research services provided. In some instances, services may be provided to
the respective investment manager which constitute in some part brokerage and
research services used by the respective investment manager in connection with
its investment decision-making process and constitute in some part services used
by the respective investment manager in connection with administrative or other
functions not related to its investment decision-making process. In such cases,
the respective investment 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 respective investment manager in connection with administrative or other
functions not related to its investment decision-making process. In addition, so
long as no fund is disadvantaged, portfolio transactions which generate
commissions or their equivalent are allocated to broker/dealers who provide
daily portfolio pricing services to the Fund and to other funds in the Delaware
Group. Subject to best price and execution, commissions allocated to brokers
providing such pricing services may or may not be generated by the funds
receiving the pricing service.
The respective investment 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 price and 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
respective investment manager and the Fund's Board of Directors that the
advantages of combined orders outweigh the possible disadvantages of separate
transactions.
<PAGE> 77
Consistent with the Rules of Fair Practice of the National Association of
Securities Dealers, Inc., and subject to seeking best price and execution, the
Fund may place orders with broker/dealers which have agreed to defray certain
Series expenses such as custodian fees, and may, at the request of the
17
<PAGE> 78
Distributor, give consideration to sales of the variable contracts as a factor
in the selection of brokers and dealers to execute Series portfolio
transactions.
Portfolio Turnover
The rate of portfolio turnover will not be a limiting factor when portfolio
changes are deemed appropriate for each Series. Given the respective Series'
investment objectives, the Fund anticipates that the annual rates of portfolio
turnover will not generally exceed 100% for the Equity/Income, High Yield,
Growth and International Equity Series, 200% for the Capital Reserves and
Multiple Strategy Series and may exceed 100% for the Value and Emerging Growth
Series. It is possible that in any particular year market conditions or other
factors might result in portfolio activity at a greater rate than anticipated.
The portfolio turnover rate of each Series 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 Series
during the particular fiscal year, exclusive of securities whose maturities at
the time of acquisition are one year or less.
The degree of portfolio activity may affect brokerage costs incurred by each
Series. A turnover rate of 100% would occur, for example, if all the investments
in a Series' portfolio at the beginning of the year were replaced by the end of
the year. In investing to achieve their respective objective, a Series may hold
securities for any period of time. Portfolio turnover will also be increased if
a Series writes a large number of call options which are subsequently exercised.
The turnover rate also may be affected by cash requirements from redemptions and
repurchases of Series' shares.
The portfolio turnover rates for the fiscal years ended December 31, 1993 and
1994 for the Equity/Income, High Yield, Capital Reserves, Multiple Strategy,
Growth and International Equity Series were 67% and 91%, respectively, 43% and
47%, respectively, 198% and 219%, respectively, 162% and 140%, respectively, 57%
and 43%, respectively, and 9% and 13%, respectively. For the fiscal year ended
December 31, 1994, the portfolio turnover rates for the Value and Emerging
Growth Series were 26% and 59%, respectively.
OFFERING PRICE
The offering price of shares is the net asset value per share next to be
determined after an order is received. The purchase of shares becomes effective
at the close of business on the day on which the investment is received from the
life company and after any dividend is declared. Dividends, if any, begin to
accrue on the next business day. There is no sales charge.
The purchase will be effected at the net asset value next computed after the
receipt of Federal Funds provided they are received by the close of regular
trading on the New York Stock Exchange (ordinarily, 4 p.m., Eastern time) on
days when such exchange is open. The New York Stock Exchange is scheduled to be
open Monday through Friday throughout the year except for New Year's Day,
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. In the event of changes in Securities
and Exchange Commission requirements or the Fund's change in time of closing,
the Fund reserves the right to price at a different time, to price more often
than once daily or to make the offering price effective at a different time.
An example showing how to calculate the net asset value per share is included
in the Series' financial statements which are incorporated by reference into
this Part B.
The net asset value per share is computed by adding the value of all
securities and other assets in a Series' portfolio, deducting any liabilities of
that Series and dividing by the number of that Series' shares outstanding.
Expenses and fees are accrued daily. The Prospectuses describe how securities
are valued.
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 Series of securities owned by it is not reasonably practical, or
it is not reasonably practical for a Series fairly to value its assets, or in
the event that the Securities and Exchange Commission has provided for such
suspension for the protection of shareholders, the Fund may postpone payment or
suspend the right of redemption or repurchase. In such case, the shareholder may
withdraw a request for redemption or leave it standing as a request for
redemption at the net asset value next determined after the suspension has been
terminated.
Money Market Series
The Board of Directors has adopted certain procedures to monitor and stabilize
the price per share of the Money Market Series. Calculations are made each day
to compare part of the Series' value with the market value of instruments of
similar character. At regular intervals all issues in the portfolio are valued
at market value. Securities maturing in more than 60 days are valued more
frequently by obtaining market quotations from market makers. The portfolio will
also be valued by market makers at such other times as is felt appropriate. In
the event that a deviation of more than 1/2 of 1% exists between the Series' $10
per share offering and redemption prices and the net asset value calculated by
reference to market quotations, or if there is any other deviation which the
Board of Directors believes would result in a material dilution to shareholders
or purchasers, the Board of Directors will promptly consider what action, if
any, should be initiated, such as changing the price to more or less than $10
per share.
18
<PAGE> 79
DIVIDENDS AND REALIZED
SECURITIES PROFITS
DISTRIBUTIONS
Dividends for the High Yield and Capital Reserves Series are declared daily
and paid monthly on the first business day after the end of the month.
Short-term capital gains distributions, if any, may be paid with the daily
dividend; otherwise, any distributions from net realized securities profits
normally will be distributed following the close of the fiscal year. For the
fiscal year ended December 31, 1994, dividends totaling $0.9621 and $0.6355 per
share were paid from the High Yield and Capital Reserves Series' net investment
income, respectively. In addition, $0.055 per share was paid from the Capital
Reserves Series' net realized securities profits.
For the Equity/Income, Multiple Strategy and the International Equity Series,
the Fund will make payments from the Series' net investment income quarterly.
Distributions from the respective Series' net realized securities profits, if
any, normally will be made following the close of the fiscal year. For the
fiscal year ended December 31, 1994, dividends totaling $0.42, $0.34 and $0.07
per share were paid from the Equity/Income, Multiple Strategy and International
Equity Series' net investment income, respectively. In addition, a distribution
of $0.60, $0.30 and $0.01 per share was paid from the Equity/Income, Multiple
Strategy and International Equity Series' realized securities profits,
respectively.
The Growth and Value Series will make payments from its net income and net
realized securities profits, if any, once a year. For the fiscal year ended
December 31, 1994, a dividend of $0.06 per share was paid from the Growth
Series' net investment income.
For the Emerging Growth Series, the Fund will make payments from the Series'
net investment income and net realized securities profits, if any, twice a year.
All dividends and distributions are automatically reinvested.
Money Market Series
The Fund declares a dividend of this Series' net investment income on a daily
basis, to shareholders of record at the time of the previous calculation of the
Series' net asset value, each day that the Fund is open for business. Payment of
dividends will be made monthly on the first business day after the end of the
month. The amount of net investment income will be determined at the time the
offering price and net asset value are determined (see Offering Price), and
shall include investment income accrued, less the estimated expenses of the
Series 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 at the time the offering price and net
asset value are determined, as noted above, will be deducted immediately before
the net asset value calculation is made. See Offering Price. Net investment
income earned on days when the Fund is not open will be declared as a dividend
on the next business day. An investor begins earning dividends when payments for
shares purchased are converted into Federal Funds and are available for
investment. For the fiscal year ended December 31, 1994, dividends totaling
$0.3614 per share were paid from the Money Market Series' net investment income.
To the extent necessary to maintain a $10 per share net asset value, the Board
of Directors will consider temporarily reducing or suspending payment of daily
dividends, or making a distribution of realized securities profits or other
distributions at the time the net asset value per share has changed.
TAXES
Each Series has qualified, and intends to continue to qualify, as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986, as
amended. As such, the Fund will not be subject to federal income tax to the
extent its earnings are distributed.
Each Series of the Fund is treated as a single tax entity, and any capital
gains and losses for each Series are calculated separately. It is each Series'
policy to pay out substantially all net investment income and net realized gains
to relieve the Fund of federal income tax liability on that portion of its
income paid to shareholders under the Internal Revenue Code.
Each Series has no fixed policy with regard to distributions of realized
securities profits when such realized securities profits may be offset by
capital losses carried forward. Presently, however, each Series intends to
offset realized securities profits to the extent of the capital losses carried
forward.
<PAGE> 80
INVESTMENT MANAGEMENT
AGREEMENTS
Delaware Management Company, Inc. ("Delaware Management"), located at One
Commerce Square, 2005 Market Street, Philadelphia, PA 19103, furnishes
investment management services to the Equity/Income, High Yield, Capital
Reserves, Money Market, Growth, Multiple Strategy, Value and Emerging Growth
Series. Delaware International Advisers Ltd., located at Veritas House, 125
Finsbury Pavement, London, England EC2A 1NQ, furnishes investment management
services to the International Equity Series. Such services are provided subject
to the supervision and direction of the Fund's Board of Directors. Delaware
International is affiliated with Delaware Management.
Delaware Management and its predecessors have been managing the funds in the
Delaware Group since 1938. The aggregate assets of these funds on December 31,
1994 were approximately $9,253,901,000. Investment advisory services are also
provided to institutional accounts with assets on December 31, 1994 of
approximately $15,456,416,000.
19
<PAGE> 81
The Investment Management Agreements for each Series, dated April 3, 1995,
were approved by shareholders on March 29, 1995 and will remain in effect for an
initial period of two years. The Agreements may be renewed only if such renewal
and continuance are specifically approved at least annually by the Board of
Directors or by vote of a majority of the outstanding voting securities of the
Series, and only if the terms and the renewal thereof have been approved by the
vote of a majority of the directors of the Fund who are not parties thereto or
interested persons of any such party, cast in person at a meeting called for the
purpose of voting on such approval. The Agreements are terminable without
penalty on 60 days' notice by the directors of the Fund or by the respective
investment manager. The Agreements will terminate automatically in the event of
their assignments.
The annual compensation paid by the Money Market Series for investment
management services is equal to 5/10 of 1% of its average daily net assets, by
the Growth, International Equity, Value and Emerging Growth Series is equal to
3/4 of 1% of its average daily net assets and, by each other Series is equal to
6/10 of 1% of average daily net assets, less, with the exception of the Value
and Emerging Growth Series, each Series' proportionate share of all directors'
fees paid to the unaffiliated directors of the Fund.
On December 31, 1994, the total net assets of the Fund were $320,612,220,
broken down as follows: Equity/Income Series--$72,724,783; High Yield
Series--$43,685,668; Capital Reserves Series--$25,975,097; Money Market
Series--$20,124,551; Growth Series--$39,344,208; Multiple Strategy
Series--$47,730,731; International Equity Series--$57,649,238; Value
Series--$6,291,185; and Emerging Growth Series--$7,086,759.
The respective investment manager makes all investment decisions for the
Series to which it provides investment management services. In addition,
Delaware Management pays the salaries of all directors, officers and employees
who are affiliated with both it and the Fund. For the fiscal years ended
December 31, 1992 and December 31, 1993, the investment management fee incurred
by the Equity/Income Series amounted to $207,858 and $302,835, respectively, of
which $199,837 and $298,117, respectively, was paid after consideration of the
waiver described below. For the fiscal years ended December 31, 1992 and
December 31, 1993, such fee incurred by the Multiple Strategy Series amounted to
$88,668 and $156,031, respectively, of which $75,860 and $127,098, respectively,
was paid after consideration of the waiver described below. For the fiscal year
ended December 31, 1994, investment management fees paid by the Equity/Income
and Multiple Strategy Series amounted to $422,361 and $262,703, respectively.
For the fiscal years ended December 31, 1992, 1993 and 1994, the investment
management fee incurred by the Growth Series amounted to $75,842, $173,640 and
$274,800, respectively, of which $48,097, $125,578 and $244,127, respectively,
was paid after considering the waiver described below. For the fiscal year ended
December 31, 1992, investment management fees incurred by the High Yield and
Money Market Series amounted to $43,996 and $36,327, respectively, of which
$33,288 and $32,371, respectively, was paid after consideration of the waiver
and for the fiscal year ended December 31, 1993, investment management fees
incurred amounted to $123,285 and $43,278, respectively, of which $113,956 and
$36,993, respectively, was paid after consideration of the waiver. For the
fiscal year ended December 31, 1994, investment management fees paid by the High
Yield and Money Market Series amounted to $241,993 and $81,666, respectively.
For the fiscal years ended December 31, 1992 and 1993, the investment management
fees incurred by the Capital Reserves Series amounted to $36,351 and $99,054,
respectively, of which $24,798 and $89,445, respectively, was paid after
consideration of the waiver. For the fiscal year ended December 31, 1994, the
investment management fee paid by the Capital Reserves Series amounted to
$150,708. For the period October 29, 1992 (date of initial public offering) to
December 31, 1992 and for the fiscal year ended December 31, 1993, the
investment management fees incurred by the International Equity Series amounted
to $88 and $32,209, respectively, and no amounts were paid by the Series due to
the waiver described below. For the fiscal year ended December 31, 1994, the
investment management fee incurred by the International Equity Series amounted
to $294,997, and $209,618 was paid due to the waiver of fees described below.
For the fiscal year ended December 31, 1994, investment management fees incurred
by the Value and Emerging Growth Series amounted to $25,775 and $25,229,
respectively, and $4,738 and $2,545, respectively, was paid due to the waiver of
fees described below.
Except for those expenses borne by the respective investment manager under the
Investment Management Agreements and the Distributor under the Distribution
Agreements, each Series is responsible for all of its own expenses. Among
others, these include the Series' proportionate share of rent and certain other
administrative expenses; the investment management fees; transfer and dividend
disbursing agent fees and costs; custodian expenses; federal securities
registration fees; proxy costs; and the costs of preparing prospectuses and
reports sent to shareholders. The ratios of expenses to average daily net assets
for the Equity/Income, High Yield, Capital Reserves, Money Market, Growth,
Multiple Strategy, International Equity, Value and Emerging Growth Series for
the fiscal year ended December 31, 1994 were 0.71%, 0.72%, 0.74%, 0.66%, 0.80%,
0.70%, 0.80%, 0.80% and 0.80%, respectively. The expense ratio of the Growth,
International Equity, Value and Emerging Growth Series reflect the waiver of
fees described below.
In connection with the High Yield, Capital Reserves and Money Market Series,
Delaware Management elected voluntarily to waive its fee and reimburse these
Series for the first six months following their public offering to the extent
that any such Series' annual operating expenses, exclusive of taxes, interest,
brokerage commissions and extraordinary expenses, exceed .80% of average daily
net assets. This waiver has been extended through December 31, 1995. In
connection with the Equity/Income, Multiple Strategy and Growth Series, Delaware
Management elected voluntarily to waive its fee and reimburse those Series to
20
<PAGE> 82
the extent that any such Series' annual operating expenses, exclusive of taxes,
interest, brokerage commissions and extraordinary expenses, exceed .80% of
average daily net assets for the period from July 1, 1992 through June 30, 1993.
This waiver has been extended through December 31, 1995. Similarly, Delaware
International has voluntarily elected to waive its fee and reimburse the
International Equity Series to the extent the Series' annual operating expenses,
exclusive of taxes, interest, brokerage commissions and extraordinary expenses
exceed .80% for the period from the commencement of the Series' operations
through June 30, 1993. This waiver has been extended through June 30, 1995. In
connection with the Value and Emerging Growth Series, Delaware Management has
elected voluntarily to waive its fee and reimburse these Series for the period
from the commencement of the Series' operations through June 30, 1994 to the
extent that any such Series' annual operating expenses, exclusive of taxes,
interest, brokerage commissions and extraordinary expenses, exceed .80% of
average daily net assets. This waiver has been extended through December 31,
1995.
Distribution and Service
Delaware Distributors, L.P. (which formerly conducted business as Delaware
Distributors, Inc.), located at 1818 Market Street, Philadelphia, PA 19103, is
the national distributor of each Series under Distribution Agreements dated
April 3, 1995. It is an affiliate of Delaware Management and Delaware
International and bears all of the costs of promotion and distribution. Prior to
January 3, 1995, Delaware Distributors, Inc. ("DDI") served as the national
distributor of the Series' shares. On that date Delaware Distributors, L.P., a
newly formed limited partnership, succeeded to the business of DDI. All officers
and employees of DDI became officers and employees of Delaware Distributors,
L.P. DDI is the corporate general partner of Delaware Distributors, L.P. and
both DDI and Delaware Distributors, L.P. are indirect, wholly-owned subsidiaries
of Delaware Management Holdings, Inc.
Delaware Service Company, Inc., another affiliate of Delaware Management and
Delaware International, is the Fund's shareholder servicing, dividend disbursing
and transfer agent for the Equity/Income, High Yield, Capital Reserves, Multiple
Strategy, Growth, International Equity, Value and Emerging Growth Series
pursuant to the Amended and Restated Shareholders Services Agreement dated
December 13, 1993 and for the Money Market Series pursuant to the Shareholders
Services Agreement dated June 29, 1988. Delaware Service Company, Inc. is also
an indirect, wholly-owned subsidiary of Delaware Management Holdings, Inc.
OFFICERS AND DIRECTORS
The business and affairs of the Fund are managed under the direction of its
Board of Directors.
Certain officers and directors of the Fund hold identical positions in each of
the other funds in the Delaware Group.
DMH Corp., Delaware Management Company, Inc., 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. and Delaware Investment Counselors, Inc.
are direct or indirect, wholly-owned subsidiaries of Delaware Management
Holdings, Inc. ("DMH"). On April 3, 1995, a merger between DMH and a
wholly-owned subsidiary of Lincoln National Corporation ("Lincoln National") was
completed. In connection with the merger, new Investment Management Agreements
between the Fund on behalf of the Series, and, as relevant, Delaware Management
and Delaware International, were executed following shareholder approval. As a
result of the merger, DMH, Delaware Management and Delaware International became
indirect, wholly-owned subsidiaries of and are thus subject to the ultimate
control of Lincoln National. Lincoln National, with headquarters in Fort Wayne,
Indiana, is a diversified organization with operations in many aspects of the
financial services industry, including insurance and investment management.
Directors and principal officers of the Fund 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.
<PAGE> 83
*Wayne A. Stork (57)
Chairman, Director and/or Trustee of the Fund and each of the other 16 Funds
in the Delaware Group.
Chairman, Chief Executive Officer, Chief Investment
Officer and Director of Delaware Management
Company, Inc.
Chairman, Chief Executive Officer and Director of
Delaware Management Holdings, Inc., DMH Corp.,
Delaware International Advisers Ltd., Delaware
International Holdings Ltd. and Founders Holdings, Inc.
Chairman and Director of Delaware Management Trust
Company.
Director of Delaware Distributors, Inc., Delaware
Service Company, Inc. and Delaware Investment
Counselors, Inc.
During the past five years, Mr. Stork has served in various executive
capacities at different times within the Delaware organization.
- ----------
*Director affiliated with the investment manager of the Fund and considered
an "interested person" as defined in the Investment Company Act of 1940.
21
<PAGE> 84
Brian F. Wruble (52)
President and Chief Executive Officer of the Fund and 15 other Funds in the
Delaware Group (which excludes Delaware Pooled Trust, Inc.).
Director of Delaware International Advisers Ltd. and
Delaware Investment Counselors, Inc.
President, Chief Operating Officer and Director of Delaware
Management Holdings, Inc., DMH Corp. and
Delaware Management Company, Inc.
Chairman, Chief Executive Officer and Director of Delaware
Service Company, Inc.
Chairman and Director of Delaware Distributors, Inc.
Chairman of Delaware Distributors, L.P.
President of Founders Holdings, Inc.
From 1992 to 1995, Mr. Wruble was a director of the
Fund and a director and/or trustee of each of the other funds in the
Delaware Group. Before joining the Delaware Group in 1992, Mr. Wruble was
Chairman, President and Chief Executive Officer of Equitable Capital
Management Corporation from July 1985 through April 1992 and was Executive
Vice President of Equitable Life Assurance Society of the United States
from September 1984 through April 1992 and Chief Investment Officer from
April 1991 through April 1992. Mr. Wruble has previously held executive
positions with Smith Barney, Harris Upham, and H.C. Wainwright & Co.
Winthrop S. Jessup (49)
Executive Vice President of the Fund and 15 other Funds in the Delaware Group
(which excludes Delaware Pooled Trust, Inc.).
President and Chief Executive Officer of Delaware Pooled
Trust, Inc.
President and Director of Delaware Investment
Counselors, Inc.
Executive Vice President and Director of Delaware Manage-
ment Holdings, Inc., DMH Corp., Delaware Manage-
ment Company, Inc., Delaware Management Trust
Company, Delaware International Holdings Ltd. and
Founders Holdings, Inc.
Vice Chairman and Director of Delaware Distributors, Inc.
Vice Chairman of Delaware Distributors, L.P.
Director of Delaware Service Company, Inc. and
Delaware International Advisers Ltd.
During the past five years, Mr. Jessup has served in various executive
capacities at different times within the Delaware organization.
Richard G. Unruh, Jr. (55)
Executive Vice President of the Fund and each of the other 16 Funds in the
Delaware Group.
Executive Vice President and Director of Delaware Manage-
ment Company, Inc.
Senior Vice President of Delaware Management Hold-
ings, Inc.
During the past five years, Mr. Unruh has served in various executive
capacities at different times within the Delaware organization.
Walter P. Babich (67)
Director and/or Trustee of the Fund and each of the other 16 Funds in the
Delaware Group.
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.
Anthony D. Knerr (56)
Director and/or Trustee of the Fund and each of the other 16 Funds in the
Delaware Group.
500 Fifth Avenue, New York, NY 10110.
Consultant, 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 (54)
Director and/or Trustee of the Fund and each of the other 16 Funds in the
Delaware Group.
785 Park Avenue, New York, NY 10021.
Treasurer, National Gallery of Art.
From 1984 to 1990, Ms. Leven was Treasurer and Chief Fiscal Officer of the
Smithsonian Institution, Washington, DC, and from 1975 to 1994, she was
Adjunct Professor of Columbia Business School.
W. Thacher Longstreth (74)
Director and/or Trustee of the Fund and each of the other 16 Funds in the
Delaware Group.
1617 John F. Kennedy Boulevard, Philadelphia, PA 19103.
Vice Chairman, Packquisition Corp., a financial printing,
commercial printing and information processing firm.
Philadelphia City Councilman.
President, MLW, Associates.
Director, Tasty Baking Company.
Director, Healthcare Services Group.
<PAGE> 85
Charles E. Peck (69)
Director and/or Trustee of the Fund and each of the other 16 Funds in the
Delaware Group.
P.O. Box 1102, Columbia, MD 21044.
Secretary, Enterprise Homes, Inc.
From 1981 to 1990, Mr. Peck was Chairman and Chief
Executive Officer of The Ryland Group, Inc.,
Columbia, MD.
22
<PAGE> 86
David K. Downes (55)
Senior Vice President/Chief Administrative Officer/Chief Financial Officer of
the Fund, each of the other 16 Funds in the Delaware Group and Delaware
Management Company, Inc.
President/Chief Executive Officer and Director of Delaware
Management Trust Company.
Senior Vice President/Chief Administrative Officer/Chief
Financial Officer/Treasurer of Delaware Management
Holdings, Inc.
Senior Vice President/Chief Financial Officer/Treasurer and Director of DMH
Corp.
Senior Vice President/Chief Administrative Officer and
Director of Delaware Distributors, Inc.
Senior Vice President/Chief Administrative Officer of
Delaware Distributors, L.P.
Senior Vice President/Chief Administrative Officer/Chief
Financial Officer and Director of Delaware Service
Company, Inc.
Chief Financial Officer and Director of Delaware
International Holdings Ltd.
Senior Vice President/Chief Financial Officer/Treasurer of
Delaware Investment Counselors, Inc.
Senior Vice President/Chief Financial Officer and Director
of Founders Holdings, Inc.
Director of Delaware International Advisers Ltd.
Before joining the Delaware Group in 1992, Mr. Downes
was Chief Administrative Officer, Chief Financial Officer and Treasurer of
Equitable Capital Management Corporation, New York, from December 1985
through August 1992, Executive Vice President from December 1985 through
March 1992, and Vice Chairman from March 1992 through August 1992.
George M. Chamberlain, Jr. (48)
Senior Vice President and Secretary of the Fund, each of
the other 16 Funds in the Delaware Group, Delaware
Management Holdings, Inc. and Delaware
Distributors, L.P.
Senior Vice President, Secretary and Director of DMH Corp., Delaware
Management Company, Inc., Delaware Distributors, Inc., Delaware Service
Company, Inc., Delaware Management Trust Company and Founders Holdings, Inc.
Secretary and Director of Delaware International
Holdings Ltd.
Senior Vice President and Secretary of Delaware
Investment Counselors, Inc.
Director of Delaware International Advisers Ltd.
Attorney.
During the past five years, Mr. Chamberlain has served
in various capacities at different times within the
Delaware organization.
Paul E. Suckow (47)
Senior Vice President/Chief Investment Officer, Fixed
Income of the Fund, each of the other 16 Funds
in the Delaware Group and Delaware Management
Company, Inc.
Senior Vice President and Director of Founders Holdings, Inc.
Before returning to the Delaware Group in 1993,
Mr. Suckow was Executive Vice President and Director
of Fixed Income for Oppenheimer Management
Corporation, New York, NY. Prior to that, Mr. Suckow
was a fixed income portfolio manager for the
Delaware Group.
Edward N. Antoian (39)
Vice President/Senior Portfolio Manager of the Fund, of seven other equity
funds in the Delaware Group and of Delaware Management Company, Inc.
During the past five years, Mr. Antoian has served in such capacities within
the Delaware organization.
Edward A. Trumpbour (37)
Vice President/Senior Portfolio Manager of the Fund, of seven other equity
funds in the Delaware Group and of Delaware Management Company, Inc.
During the past five years, Mr. Trumpbour has served in such capacities within
the Delaware organization.
John B. Fields (49)
Vice President/Senior Portfolio Manager of the Fund, of seven other equity
funds in the Delaware Group and of Delaware Management Company, Inc.
Before joining the Delaware Group in 1992, Mr. Fields served as a director of
domestic equity risk management for DuPont, Wilmington, DE.
George H. Burwell (33)
Vice President/Senior Portfolio Manager of the Fund, of seven other equity
funds in the Delaware Group and of Delaware Management Company, Inc.
Before joining the Delaware Group in 1992, Mr. Burwell was a portfolio manager
for Midlantic Bank, New Jersey. In addition, he was a security analyst for
Balis & Zorn, New York and for First Fidelity Bank, New Jersey.
<PAGE> 87
Gary A. Reed (40)
Vice President/Senior Portfolio Manager of the Fund, of the tax-exempt and
other income funds in the Delaware Group and of Delaware Management Company,
Inc.
During the past five years, Mr. Reed has served in such capacities within the
Delaware organization.
Gerald T. Nichols (37)
Vice President/Senior Portfolio Manager of the Fund, of nine other income
funds in the Delaware Group and of Delaware Management Company, Inc.
Vice President of Founders Holdings, Inc.
During the past five years, Mr. Nichols has served in
various capacities at different times within the
Delaware organization.
23
<PAGE> 88
Paul A. Matlack (35)
Vice President/Senior Portfolio Manager of the Fund, of nine other income
funds in the Delaware Group and of Delaware Management Company, Inc.
Vice President of Founders Holdings, Inc.
During the past five years, Mr. Matlack has served in
various capacities at different times within the
Delaware organization.
James R. Raith, Jr. (44)
Vice President/Senior Portfolio Manager of the Fund, of nine other income
funds in the Delaware Group and of Delaware Management Company, Inc.
Vice President of Founders Holdings, Inc.
During the past five years, Mr. Raith has served in
various capacities at different times within the
Delaware organization.
Joseph H. Hastings (45)
Vice President/Corporate Controller of the Fund, each of the other 16 Funds in
the Delaware Group, Delaware Management Holdings, Inc., DMH Corp., Delaware
Management Company, Inc., Delaware Distributors, L.P., Delaware
Distributors, Inc., Delaware Service Company, Inc. and Founders Holdings,
Inc.
Vice President/Corporate Controller/Treasurer of Delaware
Management Trust Company.
1818 Market Street, Philadelphia, PA 19103.
Before joining the Delaware Group in 1992, Mr. Hastings
was Chief Financial Officer for Prudential Residential Services, L.P., New
York, NY from 1989 to 1992. Prior to that, Mr. Hastings served as Controller
and Treasurer for Fine Homes International, L.P., Stamford, CT from 1987 to
1989.
Eugene J. Cichanowsky (48)
Vice President/Corporate Tax of the Fund, each of the other 16 Funds in the
Delaware Group, Delaware Management Holdings, Inc., DMH Corp., Delaware
Management Company, Inc., Delaware Distributors, L.P., Delaware
Distributors, Inc., Delaware Service Company, Inc., Founders Holdings, Inc.
and Delaware Management Trust Company.
1818 Market Street, Philadelphia, PA 19103.
During the past five years, Mr. Cichanowsky has served
in various capacities at different times within the
Delaware organization.
Theresa M. Messina (33)
Vice President/Treasurer of the Fund, each of the other
16 Funds in the Delaware Group and Delaware
Service Company, Inc.
Vice President/Treasurer of Founders Holdings, Inc.
Vice President/Assistant Treasurer of Delaware Manage-
ment Company, Inc., Delaware Distributors, L.P., and
Delaware Distributors, Inc.
Vice President of Delaware International Holdings, Ltd.
Before joining the Delaware Group in 1994, Ms. Messina
was Vice President/Treasurer for Capital Holdings, Frazer, PA. Prior to
that, Ms. Messina was Vice President/Fund Accounting for SEI Corporation,
Wayne, PA from 1988 to 1994.
The following is a compensation table listing for each director entitled to
receive compensation, the aggregate compensation received from the Fund, the
total compensation received from all Delaware Group funds and an estimate of
annual benefits to be received upon retirement under the Delaware Group
Retirement Plan as of December 31, 1994.
Pension or
Retirement Estimated Total
Benefits Annual Compensation
Aggregate Accrued Benefits from all 17
Compensation as Part of Upon Delaware
Name from Fund Fund Expenses Retirement* Group Funds
W. Thacher Longstreth $1,447.74 None $18,100 $37,132.69
Ann R. Leven $1,747.44 None $18,100 $45,268.64
Walter P. Babich $1,718.91 None $18,100 $44,268.65
Anthony D. Knerr $1,723.41 None $18,100 $44,268.72
Charles E. Peck $1,447.74 None $18,100 $37,132.69
*Under the terms of the Delaware Group Retirement Plan for directors/trustees,
each disinterested 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 the Fund for a period
equal to the lesser of the number of years that such person served as a
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 directors of the Fund at the time of such person's retirement. If an
eligible director retired as of December 31, 1994, he or she would be entitled
to annual payments totaling $18,100, in the aggregate, from all of the funds in
the Delaware Group, based on the number of funds in the Delaware Group as of
that date.
24
<PAGE> 89
GENERAL INFORMATION
Delaware Management is the investment manager of each Series of the Fund other
than the International Equity Series. Delaware International is the investment
manager of the International Equity Series. Delaware Management or its
affiliate, Delaware International, manages the other funds in the Delaware
Group. Delaware Management, through a separate division, also manages private
investment accounts. While investment decisions of the Series are made
independently from those of the other funds and accounts, they may make
investment decisions at the same time.
Access persons and advisory persons of the Delaware Group of funds, as those
terms are defined in SEC Rule 17j-1 under the Investment Company Act of 1940,
who provide services to Delaware Management, Delaware International or their
affiliates, are permitted to engage in personal securities transactions subject
to the exceptions set forth in Rule 17j-1 and the following general restrictions
and procedures: (1) certain blackout periods apply to personal securities
transactions of those persons; (2) transactions must receive advance clearance
and must be completed on the same day as the clearance is received; (3) certain
persons are prohibited from investing in initial public offerings of securities
and other restrictions apply to investments in private placements of securities;
(4) opening positions may only be closed-out at a profit after a 60-day holding
period has elapsed; and (5) the Compliance Officer must be informed periodically
of all securities transactions and duplicate copies of brokerage confirmations
and account statements must be supplied to the Compliance Officer.
Delaware Distributors, L.P. acts as national distributor for the Fund and
for the other mutual funds in the Delaware Group.
In addition, Delaware Service Company, Inc., an affiliate of Delaware
Management, acts as shareholder servicing, dividend disbursing and transfer
agent for the Fund and for the other mutual funds in the Delaware Group.
Compensation is fixed each year and approved by the Board of Directors,
including a majority of the disinterested directors.
Delaware Management and its affiliates own the name "Delaware Group." Under
certain circumstances, including the termination of the Fund's advisory
relationship with Delaware Management or its distribution relationship with
Delaware Distributors, L.P., Delaware Management and its affiliates could cause
the Fund to delete the words "Delaware Group" from the Fund's name.
The legality of the issuance of the shares offered hereby, pursuant to
registration under the Investment Company Act Rule 24f-2, has been passed upon
for the Fund by Messrs. Stradley, Ronon, Stevens & Young, Philadelphia,
Pennsylvania.
The initial public offering date for the Equity/Income, High Yield, Capital
Reserves, Money Market and Multiple Strategy Series was July 28, 1988. The
initial public offering date for the Growth Series was July 2, 1991. The
International Equity Series commenced operations on October 29, 1992. The Value
and Emerging Growth Series commenced operations on December 27, 1993.
Capitalization
The Fund has a present authorized capitalization of five hundred million
shares of capital stock with a $.01 par value per share. The Board of Directors
has allocated fifty million shares to each Series. While all shares have equal
voting rights on matters affecting the entire Fund, each Series would vote
separately on any matter which affects only that Series, such as investment
objective and policy or action to dissolve the Series, and as otherwise
prescribed by the Investment Company Act of 1940. Shares of each Series have a
priority in that Series' assets, and in gains on and income from the portfolio
of that Series. Shares have no preemptive rights, are fully transferable and,
when issued, are fully paid and nonassessable. All shares participate equally in
dividends, and upon liquidation would share equally.
Noncumulative Voting
These shares have noncumulative voting rights which means that the holders of
more than 50% of the shares of the Fund voting for the election of directors can
elect all the directors if they choose to do so, and, in such event, the holders
of the remaining shares will not be able to elect any directors.
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 ("SEC"). Shareholders may obtain a copy of the Registration Statement
by contacting the SEC in Washington, DC.
25
<PAGE> 90
APPENDIX A--DESCRIPTION
OF RATINGS
Commercial Paper
Excerpts from S&P's description of its two highest commercial paper ratings:
A-1--judged to be the highest investment grade category possessing the highest
relative strength; A-2--investment grade category possessing less relative
strength than the highest rating.
Excerpts from Moody's description of its two highest commercial paper ratings:
P-1--the highest grade possessing greatest relative strength; P-2--second
highest grade possessing less relative strength than the highest grade.
Excerpts from Duff and Phelps, Inc.'s description of its two highest ratings:
Category 1--Top Grade: Duff 1-Plus--Highest certainty of timely payment.
Short-term liquidity, including internal operating factors and/or ready access
to alternative sources of funds, is clearly outstanding, and safety is just
below risk-free U.S. Treasury short-term obligations. Duff 1--Very high
certainty of timely payment. Liquidity factors are excellent and supported by
good fundamental protection factors. Risk factors are minor. Duff 1-Minus--High
certainty of timely payment. Liquidity factors are strong and supported by good
fundamental protection factors. Risk factors are very small. Category 2--Good
Grade: Duff 2--Good certainty of timely payment. Liquidity factors and company
fundamentals are sound. Although ongoing internal funds' needs may enlarge total
financing requirements, access to capital markets is good. Risk factors are
small.
Excerpts from Fitch Investors Service, Inc.'s description of its two highest
ratings: F-1--Highest grade commercial paper assigned this rating is regarded as
having the strongest degree of assurance for timely payment. F-2--Very good
grade issues assigned this rating reflect an assurance of timely payment only
slightly less in degree than the strongest issues.
Bonds
Excerpts from Moody's description of its bond ratings: Aaa--judged to be the
best quality. They carry the smallest degree of investment risk; Aa--judged to
be of high quality by all standards; A--possess favorable attributes and are
considered "upper medium" grade obligations; Baa--considered as medium grade
obligations. Interest payments and principal security appear adequate for the
present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time; Ba--judged to have
speculative elements; their future cannot be considered as well assured. Often
the protection of interest and principal payments may be moderate and thereby
not well safeguarded during both good and bad times over the future. Uncertainty
of position characterizes bonds in this class; B--generally lack characteristics
of the desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may be
small; Caa--are of poor standing. Such issues may be in default or there may be
present elements of danger with respect to principal or interest; Ca--represent
obligations which are speculative in a high degree. Such issues are often in
default or have other marked shortcomings; C--the lowest rated class of bonds,
and issues so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.
Excerpts from S&P's description of its bond ratings: AAA--highest grade
obligations. They possess the ultimate degree of protection as to principal and
interest; AA--also qualify as high grade obligations, and in the majority of
instances differ from AAA issues only in a small degree; A--strong ability to
pay interest and repay principal although more susceptible to changes in
circumstances; BBB--regarded as having an adequate capacity to pay interest and
repay principal; BB, B, CCC, CC--regarded, on balance, as predominantly
speculative with respect to capacity to pay interest and repay principal in
accordance with the terms of the obligation. BB indicates the lowest degree of
speculation and CC the highest degree of speculation. While such debt will
likely have some quality and protective characteristics, these are outweighed by
large uncertainties or major risk exposures to adverse conditions; C--reserved
for income bonds on which no interest is being paid; D--in default, and payment
of interest and/or repayment of principal is in arrears.
26
<PAGE> 91
APPENDIX B
The Company Life Cycle
Traditional business theory contends that a typical company progresses through
basically four stages of development, keyed closely to a firm's sales.
1. Emerging Growth--a period of experimentation
in which the company builds awareness of a new product or firm.
2. Accelerated Development--a period of rapid growth with potentially high
profitability and acceptance of the product.
3. Maturing Phase--a period of diminished real growth due to dependence on
replacement or sustained product demand.
4. Cyclical Stage--a period in which a company faces
a potential saturation of demand for its product. At this point, a firm either
diversifies or becomes obsolete.
The Growth Series concentrates on seeking and actively managing the potentials
held by firms entering phase 2 of this development cycle. The following
illustration of a firm's hypothetical development is intended to graphically
depict the full development cycle.
Graphic of Hypothetical Corporate Life Cycle
GRAPH
The above chart illustrates the path traditionally followed by companies that
successfully survive the growth sequence. Hypothetical Corporate Life Cycle
Chart shows in a line illustration, the stages that a typical company would go
through, beginning with the emerging stage where sales growth is steep to the
accelerated stage where sales growth continues at a steep pace to the mature
phase where growth levels off to the cyclical stage where sales show more
definitive highs and lows.
27
<PAGE> 92
FINANCIAL STATEMENTS
The Fund's Statements of Net Assets, Statements of Operations, Statements of
Changes in Net Assets and Notes to Financial Statements, as well as the report
of Ernst & Young LLP, independent auditors, for the fiscal year ended December
31, 1994 are included in the Fund's Annual Report to shareholders. The financial
statements and the report of Ernst & Young LLP listed above are incorporated by
reference from the Annual Report into this Part B.
28
<PAGE> 93
Form N-1A
File No. 33-14363
Delaware Group Premium Fund, Inc.
PART C
Other Information
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
Part A - Financial Highlights
*Part B - Statements of Net Assets
Statements of Operations
Statements of Changes in Net Assets
Notes to Financial Statements
Accountant's Report
* The financial statements and Accountant's Report listed above are
incorporated by reference from the Registrant's Annual Report for the
fiscal year ended December 31, 1994 into Part B.
(b) Exhibits:
(1) Articles of Incorporation. Incorporated by reference to
Pre-Effective Amendment No. 1 filed October 13, 1987,
Post-Effective Amendment No. 4 filed April 30, 1990,
Post-Effective Amendment No. 7 filed May 3, 1991,
Post-Effective Amendment No. 11 filed April 28, 1993 and
Post-Effective Amendment No. 13 filed April 26, 1994.
(2) By-Laws. Attached as Exhibit.
(3) Voting Trust Agreement. Inapplicable.
i
<PAGE> 94
Form N-1A
File No. 33-14363
Delaware Group Premium Fund, Inc.
(4) Specimen Certificates. Incorporated by reference to
Post-Effective Amendment No. 1 filed February 8, 1988,
Post-Effective Amendment No. 2 filed July 13, 1988, Post-
Effective Amendment No. 7 filed May 3, 1991, Post-Effective
Amendment No. 10 filed August 7, 1992 and Post-Effective
Amendment No. 12 filed October 13, 1993.
(5) Investment Management Agreements. Investment Management
Agreements attached as Exhibit.
(6) (a) Distribution Agreement. Incorporated by reference to
Post-Effective Amendment No. 2 filed July 13, 1988,
Post-Effective Amendment No. 8 filed December 30, 1991,
Post-Effective Amendment No. 11 filed April 28, 1993
and Form of Distribution Agreements between Delaware
Distributors, Inc. and the Registrant for the Value and
Emerging Growth Series incorporated by reference to
Post-Effective Amendment No. 12 filed October 13, 1993.
(b) Administration and Service Agreement. Form of
Administration and Service Agreement attached as
Exhibit.
(c) Dealer's Agreement. Attached as Exhibit.
(d) Form of Mutual Fund Agreement for the Delaware Group of
Funds attached as Exhibit.
(7) Bonus, Profit Sharing, Pension Contracts. Amended and
Restated Profit Sharing Plan attached as Exhibit.
(8) Custodian Agreement. Incorporated by reference to
Post-Effective Amendment No. 3 filed April 26, 1989,
Post-Effective Amendment No. 8 filed December 30, 1991,
Post-Effective Amendment No. 11 filed April 28, 1993 and
Post-Effective Amendment No. 14 filed July 29, 1994.
(9) Other Material Contracts. Incorporated by reference to
Post-Effective Amendment No. 2 filed July 13, 1988 and
Post-Effective Amendment No. 14 filed July 29, 1994.
(10) Opinion of Counsel. Filed with letter relating to Rule 24f-2
on February 27, 1995.
ii
<PAGE> 95
Form N-1A
File No. 33-14363
Delaware Group Premium Fund, Inc.
(11) Consent of Auditors. Attached as Exhibit.
(12) Inapplicable.
(13) Subscription Agreement. Incorporated by reference to
Pre-Effective Amendment No. 1 filed October 13, 1987.
(14-15) Inapplicable.
(16) Schedules of Computation for each Performance Quotation.
Incorporated by reference to Post-Effective Amendment No. 11
filed April 28, 1993 and Post- Effective Amendment No. 13
filed April 26, 1994.
Schedules of Computation for each non-standardized
Performance Quotation attached as Exhibit.
(17) Financial Data Schedule. Attached as Exhibit.
(18) Inapplicable.
(19) Other: Directors' Power of Attorney. Attached as Exhibit.
Item 25. Persons Controlled by or under Common Control with Registrant. None.
Item 26. Number of Holders of Securities.
(1) (2)
Number of
Title of Class Record Holders
-------------- --------------
(a) Delaware Group Premium Fund, Inc.'s
High Yield Series
Common Stock Par Value 6 Accounts as of
$.01 Per Share March 31, 1995
(b) Delaware Group Premium Fund, Inc.'s
Capital Reserves Series
Common Stock Par Value 5 Accounts as of
$.01 Per Share March 31, 1995
iii
<PAGE> 96
Form N-1A
File No. 33-14363
Delaware Group Premium Fund, Inc.
(1) (2)
Number of
Title of Class Record Holders
-------------- --------------
(c) Delaware Group Premium Fund, Inc.'s
Equity/Income Series
Common Stock Par Value 6 Accounts as of
$.01 Per Share March 31, 1995
(d) Delaware Group Premium Fund, Inc.'s
Multiple Strategy Series
Common Stock Par Value 8 Accounts as of
$.01 Per Share March 31, 1995
(e) Delaware Group Premium Fund, Inc.'s
Money Market Series
Common Stock Par Value 5 Accounts as of
$.01 Per Share March 31, 1995
(f) Delaware Group Premium Fund, Inc.'s
Growth Series
Common Stock Par Value 6 Accounts as of
$.01 Per Share March 31, 1995
(g) Delaware Group Premium Fund, Inc.'s
International Equity Series
Common Stock Par Value 8 Accounts as of
$.01 Per Share March 31, 1995
(h) Delaware Group Premium Fund, Inc.'s
Value Series
Common Stock Par Value 3 Acounts as of
$.01 Per Share March 31, 1995
(i) Delaware Group Premium Fund, Inc.'s
Emerging Growth Series
Common Stock Par Value 3 Accounts as of
$.01 Per Share March 31, 1995
iv
<PAGE> 97
Form N-1A
File No. 33-14363
Delaware Group Premium Fund, Inc.
Item 27. Indemnification. Incorporated by reference to initial
Registration Statement filed May 14, 1987 and
Post-Effective Amendment No. 3 filed April 26, 1989.
Item 28. Business and Other Connections of Investment Adviser.
(a) Delaware Management Company, Inc. ("DMC") serves as investment
manager to the Equity/Income, High Yield, Capital Reserves, Money Market,
Growth, Multiple Strategy, Emerging Growth and Value Series. In addition, DMC
also serves as investment manager or sub-adviser to certain other funds in the
Delaware Group (Delaware Group Delaware Fund, Inc., Delaware Group Trend Fund,
Inc., Delaware Group Value Fund, Inc., Delaware Group DelCap Fund, Inc.,
Delaware Group Decatur Fund, Inc., Delaware Group Delchester High-Yield Bond
Fund, Inc., Delaware Group Government Fund, Inc., Delaware Group Treasury
Reserves, Inc., Delaware Group Cash Reserve, Inc., Delaware Group Tax-Free Fund,
Inc., DMC Tax-Free Income Trust-Pennsylvania, Delaware Group Tax-Free Money
Fund, Inc., Delaware Group Global & International Funds, Inc., Delaware Pooled
Trust, Inc., Delaware Group Dividend and Income Fund, Inc., and Delaware Group
Global Dividend and Income Fund, Inc.) and provides investment advisory services
to institutional accounts, primarily retirement plans and endowment funds. In
addition, certain directors of DMC also serve as directors/trustees of the other
Delaware Group funds, and certain officers are also officers of these other
funds. A company owned by DMC's parent company acts as principal underwriter to
the mutual funds in the Delaware Group (see Item 29 below) and another such
company acts as the shareholder servicing, dividend disbursing and transfer
agent for all of the mutual funds in the Delaware Group.
The following persons serving as directors or officers of DMC have held
the following positions with the Registrant during the past two years:
<TABLE>
<CAPTION>
Positions and Offices Positions and Offices
Name and Principal Business Address* with DMC with Registrant
- ------------------------------------ ------------------------- -----------------------
<S> <C> <C>
Wayne A. Stork Chairman of the Board, Chief Chairman of the Board
Executive Officer, Chief and Director
Investment Officer and Director
Brian F. Wruble President, Chief Operating President and Chief
Officer and Director Executive Officer
Winthrop S. Jessup Executive Vice President Executive Vice President
and Director
Richard G. Unruh, Jr. Executive Vice President Executive Vice President
and Director
</TABLE>
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
v
<PAGE> 98
Form N-1A
File No. 33-14363
Delaware Group Premium Fund, Inc.
<TABLE>
<CAPTION>
Positions and Offices Positions and Offices
Name and Principal Business Address* with DMC with Registrant
- ------------------------------------ -------------------------- ----------------------------
<S> <C> <C>
Paul E. Suckow(1) Senior Vice President/ Senior Vice President/
Chief Investment Officer, Chief Investment Officer,
Fixed Income Fixed Income
David K. Downes Senior Vice President/Chief Senior Vice President/Chief
Administrative Officer/Chief Administrative Officer/Chief
Financial Officer Financial Officer
George M. Chamberlain, Jr. Senior Vice President/ Senior Vice President/
Secretary and Director Secretary
Eric E. Miller Vice President/ Vice President/
Assistant Secretary Assistant Secretary
Richelle S. Maestro Vice President/ Vice President/
Assistant Secretary Assistant Secretary
Richard J. Flannery Managing Director/Corporate Vice President
and Tax Affairs
Joseph H. Hastings Vice President/ Vice President/
Corporate Controller Corporate Controller
Eugene J. Cichanowsky Vice President/ Vice President/
Corporate Tax Corporate Tax
Bruce A. Ulmer(2) Vice President/Director Vice President/Director
of Internal Audit of Internal Audit
Lisa O. Brinkley(3) Vice President/Compliance Vice President/Compliance
Theresa M. Messina(4) Vice President/ Vice President/Treasurer
Assistant Treasurer
Joseph A. Finelli Vice President/ Vice President/
Client Services Client Services
</TABLE>
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
vi
<PAGE> 99
Form N-1A
File No. 33-14363
Delaware Group Premium Fund, Inc.
<TABLE>
<CAPTION>
Positions and Offices Positions and Offices
Name and Principal Business Address* with DMC with Registrant
- ------------------------------------ ----------------------------- ---------------------------
<S> <C> <C>
Rosemary E. Milner Vice President/Legal Vice President/Legal
Douglas L. Anderson(5) Vice President/ None
Operations
Diane Z. Frustaci Vice President/ None
Human Resources
Michael T. Taggart(6) Vice President/Facilities None
Management and Administrative
Services
Gerald T. Nichols Vice President/Senior Vice President/Senior
Portfolio Manager Portfolio Manager
J. Michael Pokorny Vice President/Senior Vice President/Senior
Portfolio Manager Portfolio Manager
James R. Raith, Jr. Vice President/Senior Vice President/Senior
Portfolio Manager Portfolio Manager
Patrick P. Coyne Vice President/Senior Vice President/Senior
Portfolio Manager Portfolio Manager
Gary A. Reed Vice President/Senior Vice President/Senior
Portfolio Manager Portfolio Manager
Paul A. Matlack Vice President/Senior Vice President/Senior
Portfolio Manager Portfolio Manager
Roger A. Early(7) Vice President/Senior Vice President/Senior
Portfolio Manager Portfolio Manager
Edward N. Antoian Vice President/Senior Vice President/Senior
Portfolio Manager Portfolio Manager
</TABLE>
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
vii
<PAGE> 100
Form N-1A
File No. 33-14363
Delaware Group Premium Fund, Inc.
<TABLE>
<CAPTION>
Positions and Offices Positions and Offices
Name and Principal Business Address* with DMC with Registrant
- ------------------------------------ ------------------------ -----------------------
<S> <C> <C>
George H. Burwell Vice President/Senior Vice President/Senior
Portfolio Manager Portfolio Manager
John B. Fields Vice President/Senior Vice President/Senior
Portfolio Manager Portfolio Manager
Edward A. Trumpbour Vice President/Senior Vice President/Senior
Portfolio Manager Portfolio Manager
David C. Dalrymple Vice President/Senior Vice President/Senior
Portfolio Manager Portfolio Manager
Jennifer L. Craney Assistant Vice President/ Assistant Vice President/
Fixed Income Trading Fixed Income
Robert C. Fett Assistant Vice President/ Assistant Vice President/
Fixed Income Research Research Analyst
Paul Grillo Assistant Vice President/ Assistant Vice President/
Fixed Income Trading Fixed Income Trading
Robert C. Whiteman Assistant Vice President/ Assistant Vice President/
Fixed Income Trading Fixed Income Trading
Cynthia I. Isom Assistant Vice President/ Assistant Vice President/
Fixed Income Trading Trading
Lorraine Warren Assistant Vice President/ Assistant Vice President/
Trading Trading
Helen C. Merichko Assistant Vice President/ None
Administration and Planning
Richard W. Buckmaster(8) Assistant Vice President/ None
Internal Audit
</TABLE>
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
viii
<PAGE> 101
Form N-1A
File No. 33-14363
Delaware Group Premium Fund, Inc.
<TABLE>
<CAPTION>
Positions and Offices Positions and Offices
Name and Principal Business Address* with DMC with Registrant
- ------------------------------------ ------------------------- ------------------------
<S> <C> <C>
Miriam C. Mayerson Assistant Vice President/ None
Planning
Susan L. Hanson(9) Assistant Vice President/ None
Assistant Controller
Patricia A. Olivieri Human Resources Officer None
Nancy L. Nessler(10) Human Resources Officer None
</TABLE>
1 Executive Vice President and Director of Fixed Income, Oppenheimer Management
Corporation prior to April 1993.
2 Assistant Vice President and Director of Internal Audit, Vanguard Group prior
to June 1993 and Senior Vice President and Director of Internal Audit,
Thomson McKinnon Securities prior to December 1992.
3 Vice President and Compliance Officer, Banc One Securities Corporation prior
to August 1994 and Assistant Vice President and Compliance Officer, Aetna
Life and Casulty prior to March 1993.
4 Vice President/Treasurer, Capital Holdings prior to October 1994 and Vice
President/Fund Accounting, SEI Corporation prior to June 1994.
5 Vice President of Operations, Supervised Service Company prior to March 1994.
6 Assistant Vice President/Administrative Services, United Pacific Life
Insurance prior to January 1994.
7 Senior Vice President and Portfolio Manager, Federated Investors prior to
July 1994.
8 Senior EDP Audit Manager, The Vanguard Group prior to November 1993.
9 Manager of Financial Advisory Services, Coopers & Lybrand prior to March
1994.
10 Employment Recruiter, Silo, Inc. prior to February 1994.
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
(b) Delaware International Advisers Ltd. ("Delaware International")
serves as investment manager to the International Equity Series of the
Registrant. In addition, Delaware International also serves as investment
manager or sub-adviser to certain other funds in the Delaware Group (Delaware
Pooled Trust, Inc., Delaware Group Global & International Funds, Inc. and
Delaware Group Global Dividend and Income Fund, Inc.) and other institutional
accounts. Information regarding the officers and directors of Delaware
International and the positions they have held with the Registrant during the
past two fiscal years is provided below.
<TABLE>
<CAPTION>
Positions and Offices Positions and Offices
Name and Principal Business Address Delaware International with Registrant
- ----------------------------------- -------------------------- ------------------------
<S> <C> <C>
*Wayne A. Stork Chairman of the Board, Chairman of the Board
Chief Executive Officer and Director
and Director
**G. Roger H. Kitson Vice Chairman and Director None
</TABLE>
* Business address is 1818 Market Street, Philadelphia, PA 19103.
** Business address is Veritas House, 125 Finsbury Pavement, London, England
EC2A 1NQ.
ix
<PAGE> 102
Form N-1A
File No. 33-14363
Delaware Group Premium Fund, Inc.
<TABLE>
<CAPTION>
Positions and Offices Positions and Offices
Name and Principal Business Address Delaware International with Registrant
- ------------------------------------ ------------------------- -------------------------
<S> <C> <C>
**David G. Tilles Managing Director, Chief None
Investment Officer
and Director
**John Emberson Secretary/Compliance Officer/ None
Finance Officer/Director
*Brian F. Wruble Director President and Chief
Executive Officer
*David K. Downes Director Senior Vice President/Chief
Administrative Officer/Chief
Financial Officer
*George M. Chamberlain, Jr. Director Senior Vice President/
Secretary
*Winthrop S. Jessup Director Executive Vice President
*Richard G. Unruh, Jr. Director Executive Vice President
*Richard J. Flannery Director Vice President
*John C. E. Campbell Director None
**Timothy W. Sanderson Senior Portfolio Manager/ None
Deputy Compliance Officer/
Director Equity Research
**Clive A. Gillmore Senior Portfolio Manager/ None
Director U.S. Mutual Fund
Liason
</TABLE>
* Business address is 1818 Market Street, Philadelphia, PA 19103.
** Business address is Veritas House, 125 Finsbury Pavement, London, England
EC2A 1NQ.
x
<PAGE> 103
Form N-1A
File No. 33-14363
Delaware Group Premium Fund, Inc.
<TABLE>
<CAPTION>
Positions and Offices Positions and Offices
Name and Principal Business Address Delaware International with Registrant
- ----------------------------------- ------------------------------- ----------------------
<S> <C> <C>
**Hamish O. Parker Senior Portfolio Manager/ None
Director U.S. Marketing Liason
**Ian G. Sims Senior Portfolio Manager/ None
Deputy Managing Director
**Elizabeth A. Desmond Senior Portfolio Manager None
**Gavin A. Hall Senior Portfolio Manager None
**Christopher A. Moth(1) Portfolio Manager None
**Richard J. Ginty(2) Assistant Portfolio Manager None
**Fiona Fraser(3) Assistant Portfolio Manager None
</TABLE>
1 Senior Actuarial Trainee, Guardian Royal Exchange prior to April 1993.
2 Research Analyst, Kleinworth Benson Ltd. prior to May 1993.
3 Investment Assistant, Touche, Remnant and Co. prior to April 1993.
* Business address is 1818 Market Street, Philadelphia, PA 19103.
** Business address is Veritas House, 125 Finsbury Pavement, London,
England EC2A 1NQ.
Item 29. Principal Underwriters.
(a) Delaware Distributors, L.P. serves as principal underwriter for all the
mutual funds in the Delaware Group.
(b) Information with respect to each director, officer or partner of
principal underwriter:
<TABLE>
<CAPTION>
Name and Principal Business Address* Positions with Underwriter Positions with Registrant
- ------------------------------------ --------------------------- -------------------------
<S> <C> <C>
Delaware Distributors, Inc. General Partner None
Delaware Management
Company, Inc. Limited Partner None
Delaware Investment
Counselors, Inc. Limited Partner None
</TABLE>
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
xi
<PAGE> 104
Form N-1A
File No. 33-14363
Delaware Group Premium Fund, Inc.
<TABLE>
<CAPTION>
Name and Principal Business Address* Positions with Underwriter Positions with Registrant
- ------------------------------------ --------------------------- -------------------------
<S> <C> <C>
Brian F. Wruble Chairman President and Chief
Executive Officer
Winthrop S. Jessup Vice Chairman Executive Vice President
Keith E. Mitchell President and Chief None
Executive Officer
David K. Downes Senior Vice President/ Senior Vice President/Chief
Chief Administrative Officer Financial Officer/Chief
Administrative Officer
George M. Chamberlain, Jr. Senior Vice President/ Senior Vice President/
Secretary Secretary
J. Lee Cook Senior Vice President/ None
National Sales Manager
Stephen H. Slack Senior Vice President/Wholesaler None
William F. Hostler Senior Vice President None
Marketing Services
Richard J. Flannery Managing Director/Corporate Vice President
& Tax Affairs
Joseph A. Finelli Vice President/Chief Vice President/
Financial Officer Client Services
Theresa M. Messina Vice President/Assistant Vice President/Treasurer
Treasurer
Eric E. Miller Vice President/ Vice President/
Assistant Secretary Assistant Secretary
Richelle S. Maestro Vice President/ Vice President/
Assistant Secretary Assistant Secretary
</TABLE>
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
xii
<PAGE> 105
Form N-1A
File No. 33-14363
Delaware Group Premium Fund, Inc.
<TABLE>
<CAPTION>
Name and Principal Business Address* Positions with Underwriter Positions with Registrant
- ------------------------------------- ----------------------------- ----------------------------
<S> <C> <C>
Joseph H. Hastings Vice President/ Vice President/
Corporate Controller Corporate Controller
Eugene J. Cichanowsky Vice President/Corporate Tax Vice President/Corporate Tax
Lisa O. Brinkley Vice President/Compliance Vice President/Compliance
Rosemary E. Milner Vice President/Legal Vice President/Legal
Diane M. Anderson Vice President/Institutional None
Qualified Plans
Diane Z. Frustaci Vice President/Human Resources None
Denise F. Guerriere Vice President/Client Services None
Minette van Noppen Vice President/Marketing/ None
Defined Contribution Plans
Julia R. Vander Els Vice President/ None
Institutional Retirement
Jerome J. Alrutz Vice President/ None
Institutional Retirement
Michael J. Cole Vice President/ None
Institutional Retirement
Joanne A. Mettenheimer Vice President/ None
National Accounts
Christopher H. Price Vice President/Annuity None
Marketing & Administration
Jennifer B. Streitweiser Vice President/ None
Fixed Income Coordinator
</TABLE>
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
xiii
<PAGE> 106
Form N-1A
File No. 33-14363
Delaware Group Premium Fund, Inc.
<TABLE>
<CAPTION>
Name and Principal Business Address* Positions with Underwriter Positions with Registrant
- ------------------------------------ ---------------------------- --------------------------
<S> <C> <C>
Thomas S. Butler Vice President/ None
DDI Administration
Frank Albanese Vice President/Wholesaler None
William S. Carroll Vice President/Wholesaler None
William L. Castetter Vice President/Wholesaler None
Thomas J. Chadie Vice President/Wholesaler None
Douglas R. Glennon Vice President/Wholesaler None
Paul D. Graffy Vice President/Wholesaler None
Alan D. Kessler Vice President/Wholesaler None
William M. Kimbrough Vice President/Wholesaler None
Mac McAuliffe Vice President/Wholesaler None
Patrick L. Murphy Vice President/Wholesaler None
Henry W. Orvin Vice President/Wholesaler None
Jackson B. Reece, Jr. Vice President/Wholesaler None
Philip G. Richards Vice President/Wholesaler None
Dion D. Rooney Vice President/Wholesaler None
Michael W. Rose Vice President/Wholesaler None
Thomas E. Sawyer Vice President/Wholesaler None
Sanford G. Simmons, Jr. Vice President/Wholesaler None
Robert E. Stansbury Vice President/Wholesaler None
</TABLE>
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
xiv
<PAGE> 107
Form N-1A
File No. 33-14363
Delaware Group Premium Fund, Inc.
<TABLE>
<CAPTION>
Name and Principal Business Address* Positions with Underwriter Positions with Registrant
- ------------------------------------ --------------------------- -------------------------
<S> <C> <C>
Larry D. Stone Vice President/Wholesaler None
Carl E. Sundgren Vice President/Wholesaler None
Holly W. Reimel Assistant Vice President/ None
Telemarketing
Daniel J. O'Brien Assistant Vice President/ None
Insurance Products
Helen C. Merichko Assistant Vice President/ None
Administration & Planning
Catherine A. Seklecki Assistant Vice President/ None
Retirement Plans
Jodie L. Johnson Assistant Vice President/ None
Retirement Plans
Dinah J. Huntoon Assistant Vice President/ None
Product Management
Catherine Love Assistant Vice President/ None
National Accounts
Maria E. Pollack Assistant Vice President/ None
Administration Manager
Susan T. Friestedt Assistant Vice President/ None
Customer Service
Ellen M. Krott Assistant Vice President/ None
Communications
Andrew J. Whittaker Assistant Vice President/ None
Wholesaler
</TABLE>
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
xv
<PAGE> 108
Form N-1A
File No. 33-14363
Delaware Group Premium Fund, Inc.
<TABLE>
<CAPTION>
Name and Principal Business Address* Positions with Underwriter Positions with Registrant
- ------------------------------------- --------------------------- --------------------------
<S> <C> <C>
John A. Cionci Marketing Officer/ None
Wholesaler
Zina DeVassal Marketing Officer/ None
Wholesaler
</TABLE>
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
(c) Not Applicable.
Item 30. Location of Accounts and Records. All accounts and records are
maintained in Philadelphia at 1818 Market Street, Philadelphia, PA
19103 or One Commerce Square, Philadelphia, PA 19103.
Item 31. Management Services. None.
Item 32. Undertakings.
(a) Not Applicable.
(b) Not Applicable.
(c) The Registrant hereby undertakes to furnish each person to whom
a prospectus is delivered with a copy of the Registrant's annual
report to shareholders, upon request and without charge.
xvi
<PAGE> 109
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, this Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in this City of Philadelphia and Commonwealth of Pennsylvania on
this 20th day of April, 1995.
DELAWARE GROUP PREMIUM FUND, INC.
By /s/Brian F. Wruble
-------------------------
Brian F. Wruble
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 Dat
--------- ----- ------
<S> <C> <C>
/s/ Wayne A. Stork Chairman of the Board and Director April 20, 1995
- ----------------------------------------------
Wayne A. Stork
President and Chief
/s/ Brian F. Wruble Executive Officer April 20, 1995
- ----------------------------------------------
Brian F. Wruble
Senior Vice President/Chief Administrative
Officer/Chief Financial Officer (Principal
Financial Officer/Principal Accounting
/s/ David K. Downes Officer) April 20, 1995
- ---------------------------------------------
David K. Downes
/s/ Walter P. Babich * Director April 20, 1995
- ---------------------------------------------
Walter P. Babich *
/s/ Anthony D. Knerr * Director April 20, 1995
- ---------------------------------------------
Anthony D. Knerr
/s/ Ann R. Leven * Director April 20, 1995
- ---------------------------------------------
Ann R. Leven
/s/ W. Thacher Longstreth * Director April 20, 1995
- --------------------------------------------
W. Thacher Longstreth
/s/ Charles E. Peck * Director April 20, 1995
- ---------------------------------------------
Charles E. Peck
</TABLE>
*By /s/ Wayne A. Stork
-----------------------
Wayne A. Stork
as Attorney-in-Fact for
each of the persons indicated
<PAGE> 110
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Exhibits
to
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
<PAGE> 111
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Numbered Page
Exhibit No. Exhibit Number
- ------------ -------- -------------
<S> <C> <C>
(b)(2) By-Laws 112
(b)(5) Investment Management Agreements 129
(b)(6)(b) Form of Administration and
Service Agreement 178
(b)(6)(c) Dealer's Agreement 181
(b)(6)(d) Form of Mutual Fund Agreement
for the Delaware Group of Funds 189
(b)(7) Amended and Restated Profit Sharing Plan 193
(b)(11) Consent of Auditors 226
(b)(16) Schedules of Computation for
each non-standardized Performance
Quotation 229
(b)(17) Financial Data Schedule 294
(b)(19) Directors' Power of Attorney 303
</TABLE>
<PAGE> 112
EX-3.EXHIBIT 24(b)(2)(ii)
DELAWARE GROUP PREMIUUM FUND, INC.
CERTIFICATION OF AMENDMENT TO BY-LAWS
AMENDING SECTION 7 OF ARTICLE III
JANUARY 28, 1995
The Undersigned Secretary of Delaware Group Premium Fund, Inc. does
hereby certify that at the Board of Directors of the Fund at a meeting duly
called and held on January 28, 1995 did adopt the following resolution
amending Section 7 of Article III of the Fund's by-laws:
RESOLVED, that Article III, Section 7, be amended in its entirely to
read as follows:
Section 7. At any meeting of the stockholders of the Corporation
every stockholder having the right to vote shall be entitled, in
person or by proxy appointed by an instrument in writing subscribed
by such stockholder or by his duly authorized attorney-in-fact and
bearing a date not more than eleven months prior to said meeting
unless such instrument provides for a longer period, to one vote for
each share of stock having voting power registered in his name on
the books of the Corporation.
IN WITNESS WHEREOF, I have hereto subscribed my name this 28th day of
January, 1995.
/s/George M. Chamberlain, Jr.
-----------------------------
George M. Chamberlain, Jr.
Secretary
<PAGE> 113
DELAWARE GROUP PREMIUM FUND, INC.
CERTIFICATION OF AMENDMENT TO BY-LAWS
AMENDING SECTION 2 OF ARTICLE VI
NOVEMBER 21, 1991
The Undersigned Secretary of Delaware Group Premium Fund, Inc. does hereby
certify that at the Board of Directors of the Fund at a meeting duly called
and held on November 21, 1991 did adopt the following resolution amending
Section 2 of Article VI of the Fund's by-laws:
RESOLVED, that Article VI, Section 2 of the Fund's by-laws be amended to
read in its entirely as follows:
Section 2. The Chairman of the Board shall be elected from the
membership of the Board of Directors, but other officers need not be
members of the Board of Directors. Any two or more offices may be held by
the same person except the offices of President and Vice President. All
officers of the Corporation shall serve for one year and until their
successors shall have been duly elected and shall have qualified;
provided, however, that any officer may be removed at any time, either
with or without cause, by action by the Board of Directors.
AND FURTHER RESOLVED, that the appropriate officers of the Fund are
hereby authorized to take such other steps as may be necessary to
implement the aforesaid amendment.
IN WITNESS WHEREOF, I have hereto subscribed my name this 21st day of
November, 1991.
/s/George M. Chamberlain, Jr.
-----------------------------
George M. Chamberlain, Jr.
<PAGE> 114
DELAWARE GROUP PREMIUM FUND, INC.
CERTIFICATION OF AMENDMENT TO BY-LAWS
AMENDING SECTION 8 OF ARTICLE IV
JULY 22, 1991
The Undersigned Secretary of Delaware Group Premium Fund, Inc. does hereby
certify that at the Board of Directors of the Fund at a meeting duly called
and held on July 22, 1991 did adopt the following resolution amending Section
8 of Article IV of the Fund's by-laws:
RESOLVED, that Article IV, Section 8, be amended in its entirely to read
as follows:
Section 8. The Board of Directors may hold their meetings and keep the
books of the Corporation outside of the State of Maryland at such place
or places as it may from time to time determine.
AND FURTHER RESOLVED, that the Secretary of the Fund is hereby
authorized and directed to include a certified copy of this
Amendment with the corporate records of the Fund; and further
RESOLVED, that the books and records of the Fund shall be maintained
at the offices of the Fund in the City of Philadelphia.
IN WITNESS WHEREOF, I have hereto subscribed my name this 22nd day of July,
1991.
/s/George M. Chamberlain, Jr.
-------------------------------
George M. Chamberlain, Jr.
<PAGE> 115
DELAWARE GROUP PREMIUM FUND, INC.
CERTIFICATION OF AMENDMENT TO BY-LAWS
LENDING SECTION 2 OF ARTICLE III
JANUARY 17, 1991
The Undersigned Secretary of Delaware Group Premium Fund, Inc. does
hereby certify that at the Board of Directors of the Fund at a meeting duly
called and held on January 17, 1991 did adopt the following resolution
amending Section 2 of ARTICLE III of the Fund's by-laws:
WHEREAS, the Board of Directors of the Fund deems it to be in the
best interests of the Fund to amend the By-Laws of the Fund to
provide that holders of at least 10% of the Fund's shares be
permitted, at the Fund's cost, to call a special stockholders
meeting for any purpose, in order to enable the Fund's shares to be
qualified and sold in the State of California; and therefore be it
RESOLVED, that the By-Laws of the Fund are hereby amended by
inserting, as amended Section 2 of ARTICLE III, the following:
Section 2. Special meetings of the stockholders may be called at
any time by the Chairman, President or a majority of the members of
the Board of Directors and shall be called by the Secretary upon the
written request of the holders of at least ten percent of the shares
of the capital stock of the Corporation issued and outstanding and
entitled to vote at such meeting. Upon receipt of a written request
from such holders entitled to call a special meeting, which shall
state the purpose of the meeting and the matter proposed to be acted
on at it, the Secretary shall issue notice of such meeting. The cost
of preparing and mailing the notice of a special meeting of
stockholders shall be borne by the Corporation. Special meetings
of the stockholders shall be held at the principal office of the
Corporation, or at such other place within or without the State of
Maryland as the Board of Directors may from time to time direct, or
at such place within or without the State of Maryland as shall be
specified in the notice of such meeting.
IN WITNESS WHEREOF, I have hereto subscribed my name this 17th day of
January, 1991.
/s/George M. Chamberlain, Jr.
-------------------------------
George M. Chamberlain, Jr.
<PAGE> 116
DELAWARE GROUP PREMIUM FUND, INC.
CERTIFICATION OF AMENDMENT TO BY-LAWS
INSERTING A NEW ARTICLE VII AND RENUMBERING THE SUBSEQUENT
ARTICLES
FEBRUARY 16, 1989
The Undersigned Secretary of Delaware Group Premium Fund, Inc. does
hereby certify that the Board of Directors of the Fund at a meeting duly
called and held on February 16, 1989 did adopt the following resolutions
inserting a new Article VII and renumbering the subsequent articles of the
Fund's by-laws:
WHEREAS, the Board of Directors of the Fund deems it to be in the best
interests of the Fund to amend the By- Laws of the Fund to allow
indemnification of officers and directors to the full extent provided by
Maryland law;
NOW THEREFORE, BE IT RESOLVED, that the By-Laws of the Fund are hereby
amended by renumbering ARTICLES VIII, IX, X, XI, XII AND XIII as ARTICLES IX,
X, XI, XII, XIII and XIV, and by inserting as ARTICLE VII, the following:
"INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 1. The Corporation shall indemnify each Officer and
Director made party to a proceeding, by reason of service in such
capacity, to the fullest extent, and in the manner provided, under
Section 2-418 of the Maryland General Corporation Law: (i) unless it
is proved that the person seeking indemnification did not meet the
standard of conduct set forth in subsection (b)(1) of such section;
and (ii) provided, that the Corporation shall not indemnify any
Officer or Director for any liability to the Corporation or its
security holders arising from the wilful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the
conduct of such person's office.
<PAGE> 117
Section 2. The provisions of clause (i) of Section 1 herein
notwithstanding, the Corporation shall indemnify each Officer and
Director against reasonable expenses incurred in connection with the
successful defense of any proceeding to which each such Officer or
Director is a party by reason of service in such capacity.
Section 3. The Corporation, in the manner and to the extent
provided by applicable law, shall advance to each Officer and
Director who is made party to a proceeding by reason of service in
such capacity the reasonable expenses incurred by such person in
connection therewith."
IN WITNESS WHEREOF, I have hereto subscribed my name this 16th day of
February, 1989.
/s/George M. Chamberlain, Jr.
-------------------------------
George M. Chamberlain, Jr. Secretary
<PAGE> 118
DELAWARE GROUP PREMIUM FUND, INC.
CERTIFICATION OF AMENDMENT TO BY-LAWS
ARTICLE 3, SECTION 2
JUNE 16, 1988
The Undersigned Secretary of Delaware Group Premium Fund, Inc. does
hereby certify that the Board of Directors of the Fund at a meeting duly
called and held on June 16, 1988 did adopt the following resolution amending
Article 3, Section 2 of the Fund's by-laws:
RESOLVED, that Article III, Section 2 of the By- laws of the Fund
be amended to read as follows:
Section 2. Special meetings of the stockholders may be called at any
time by the Chairman, President or a majority of the members of the
Board of Directors and shall be called by the Secretary upon the
written request of the holders of at least twenty-five percent of
the shares of the capital stock of the Corporation issued and
outstanding and entitled to vote at such meeting; provided, if the
matter proposed to be acted on is substantially the same as a matter
voted on at any special meeting held during the preceding twelve
months, such written request shall be made by holders of at least a
majority of the capital stock of the Corporation issued and
outstanding and entitled to vote at such meetings. A special meeting
of the stockholders shall also be called by the Secretary upon the
written request of at least ten percent of the shares of the capital
stock of the Corporation issued and outstanding and entitled to vote
at such meeting, for the express purpose of voting upon the question
of removal of a director or directors. Upon receipt of a written
request from such holders entitled to call a special meeting, which
shall state the purpose of the meeting and the matter proposed to
be acted on at it, the Secretary shall inform the holders who made
such request of the reasonably estimated cost of preparing and
mailing a notice of a meeting and upon payment of such costs to the
Corporation the Secretary shall issue notice of such meeting.
Special meetings of the stockholders shall be held at the principal
office of the Corporation, or at such other place within or without
the State of Maryland as the Board of Directors may from time to
time direct, or at such place within or without the State of
Maryland as shall be specified in the notice of such meeting.
IN WITNESS WHEREOF, I have hereto subscribed my name this 16th day of
June, 1988.
/s/ George M. Chamberlain, Jr.
------------------------------------
George M. Chamberlain, Jr. Secretary
<PAGE> 119
DELAWARE GROUP PREMIUM FUND, INC.
BY-LAWS
Revised as of May 21, 1987
ARTICLE I
OFFICES
Section 1. The principal office of the Corporation shall be in the City of
Baltimore, State of Maryland. The Corporation shall also have offices at such
other places as the Board of Directors may from time to time determine or the
business of the Corporation may require.
ARTICLE II
STOCKHOLDERS AND STOCK CERTIFICATES
Section 1. Every stockholder of record shall be entitled to a stock
certificate representing the shares owned by him. Stock certificates shall be
in such form as may be required by law and as the Board of Directors shall
prescribe. Every stock certificate shall be signed by the Chairman or the
President or a Vice President and by the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary, and sealed with the corporate seal,
which may be a facsimile, either engraved or printed. Stock certificates may
bear the facsimile signatures of the officers authorized to sign such
certificates.
Section 2. Shares of the capital stock of the Corporation shall be
transferable only on the books of the Corporation by the person in whose name
such shares are registered, or by his duly authorized attorney or
representative. In all cases of transfer by an attorney-in-fact, the original
power of attorney, or an official copy thereof duly certified, shall be
deposited and remain with the Corporation or its duly authorized transfer
agent. In case of transfers by executors, administrators, guardians or there
legal representatives, duly authenticated evidence of their authority shall be
produced, and may be required to be deposited and remain with the Corporation
or its duly authorized transfer its duly authorized transfer agent, properly
endorsed.
Section 3. Any person desiring a certificate for shares of the capital
stock of the Corporation to be issued in lieu of one lost or destroyed shall
make an affidavit or affirmation setting forth the loss or destruction of such
stock certificate, and shall advertise such loss or destruction in such manner
as the Board of Directors may require, and shall, if the Board of Directors
shall so require, give the Corporation a bond or indemnity, in such form and
with such security as may be satisfactory to the Board, indemnifying the
Corporation against any loss that may result upon the issuance of a new stock
certificate. Upon receipt of such affidavit and proof of publication of the
advertisement of such loss or destruction, and the bond, if any, required by the
Board of Directors, a new stock certificate may be issued of the same tenor and
for the number of shares as the one alleged to have been lost or destroyed.
Section 4. The Corporation shall be entitled to treat the holder of record
of any share or shares of its capital stock as the owner thereof and,
accordingly, shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether
or not the Corporation shall have express or other notice thereof.
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ARTICLE III
MEETINGS OF STOCKHOLDERS
Section 1. An annual meeting of the stockholders of the Corporation for the
election of directors and for the transaction of general business shall not be
required to be held in any year except that an annual meeting must be held if
any of the following items is required to be acted upon by shareholders under
the Investment Company Act of 1940: election of directors, approval of the
investment advisory agreement, ratification of the selection of independent
public accountants, or approval of a distribution agreement. Any such meeting
shall be held at the principal office of the Corporation, or at such other place
within or without the State of Maryland as the Board of Directors may from time
to time prescribe, on the third Tuesday in April at 10:00 am. or at such other
date and time as the Board of Directors may from time to time prescribe. A
notice of any change in the place of the annual meeting shall be given to each
stockholder not less than ten days before the election is held.
Section 2. Special meetings of the stockholders may be called at any time
by the Chairman, President or a majority of the members of the Board of
Directors and shall be called by the secretary upon the written request of the
holders of at least twenty-five percent of the shares of the capital stock of
the Corporation issued and outstanding and entitled to vote at such meeting;
provided, if the matter proposed to be acted on is substantially the same as a
matter voted on at any special meeting held during the preceding twelve months,
such written request shall be made by holders of at least a majority of the
capital stock of the Corporation issued and outstanding and entitled to vote at
such meetings. Upon receipt of a written request from such holders entitled to
call a special meeting, which shall state the purpose of the meeting and the
matter proposed to be acted on at it, the Secretary shall inform the holders who
made such request of the reasonably estimated cost of preparing and mailing a
notice of a meeting and upon payment of such costs to the Corporation the
Secretary shall issue notice of such meeting. Special meetings of the
stockholders shall be held at the principal office of the Corporation, or at
such other place within or without the State of Maryland as the Board of
Directors may from time to time direct, or at such place within or without the
State of Maryland as shall be specified in the notice of such meeting.
Section 3. Notice of the time and place of the annual or any special
meeting of the stockholders shall be given to each stockholder entitled to
notice of such meeting not less than ten days nor more than ninety days prior
to the date of such meeting. In the case of special meetings of the
stockholders, the notice shall specify the object or objects of such meeting,
and no business shall be transacted at such meeting other than that mentioned
in the call.
<PAGE> 121
Section 4. The Board of Directors may close the stock transfer books of the
Corporation for a period not exceeding twenty days preceding the date of any
meeting of stockholders, or the date for payment of any dividend, or the date
for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or for a period of not
exceeding twenty days in connection with the obtaining of the consent of
stockholders for any purpose; provided, however, that in lieu of closing the
stock transfer books as aforesaid, the Board of Directors may fix in advance a
date, not exceeding ninety days preceding the date of any meeting of
stockholders, or the date for payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with obtaining
such consent, as a record date for the determination of the stockholders
entitled to notice of, and to vote at any such meeting and any adjournment
thereof, or entitled to receive payment of any such dividend or to receive
such allotment of rights, or to exercise the rights in respect of any such
change, conversion or exchange of capital stock or to give such consent, and
in such case such stockholders and only such stockholders as shall be
stockholders of record on the date sofixed shall be entitled to such notice of,
and to vote at, such meeting and an adjournment thereof, or to receive payment
of such dividend or to receive such allotment of rights or to exercise such
rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after any such record
date fixed as aforesaid.
Section 5. At all meetings of the stockholders a quorum shall consist of
the holders of a majority of the outstanding shares of the capital stock of
the Corporation entitled to vote at such meeting. In the absence of a quorum
no business shall be transacted except that the stockholders present in person
or by proxy and entitled to vote at such meeting shall have power to adjourn
the meeting from time to time to a date not more than one hundred twenty days
after the original record date without further notice other than announcement
at the meeting. At any such adjourned meeting at which a quorum shall be
present any business day be transacted which might have been transacted at the
meeting on the date specified in the original notice. If a quorum is present
at any meeting, the holders of a majority of the shares of capital stock of
the Corporation issued and outstanding and entitled to vote at the meeting who
shall be present in person or by proxy at such meeting shall have power to
approve any matter properly before the meeting, except a plurality of all
votes cast at a meeting at which a quorum is present shall be sufficient for
the election of a director. The holders of such majority shall also have power
to adjourn the meeting to any specific time or times, and no notice of any
such adjourned meeting need be given to stockholders absent or otherwise.
Section 6. At all meetings of the stockholders the following order of
business shall be substantially observed, as far as it is consistent with the
purpose of the meeting:
Election of Directors;
Ratification of Selection of Auditors;
New business.
Section 7. At any meeting of the stockholders of the Corporation every
stockholder having the right to vote shall be entitled, in person or by proxy
appointed by an instrument in writing subscribed by such stockholder and
bearing a date not more than eleven months prior to said meeting unless such
instrument provides for a longer period, to one vote for each share of stock
having voting power registered in his name on the books of the Corporation.
<PAGE> 122
ARTICLE IV
DIRECTORS
Section 1. The Board of Directors shall consist of not less than three nor
more than twelve members. The Board of Directors may by a vote of the entire
board increase or decrease the number of directors without a vote of the
stockholders; provided, that any such decrease shall not affect the tenure of
office of any director. Directors need not hold any shares of the capital
stock of the Corporation.
Section 2. The directors shall be elected by the stockholders of the
Corporation at an annual meeting, if held, or at a special meeting called for
such purpose, and shall hold office until their successors shall be duly
elected and shall qualify.
Section 3. The Board of Directors shall have the control and management of
the business of the Corporation, and in addition to the powers and authority
by these By-Laws expressly conferred upon them, may exercise, subject to the
provisions of the laws of the State of Maryland and of the Articles of
Incorporation of the Corporation, all such powers of the Corporation and do
all such acts and things as are not required by law or by the Articles of
Incorporation to be exercised or done by the stockholders.
Section 4. The Board of Directors shall have power to fill vacancies
occurring on the Board, whether by death, resignation or otherwise. A vacancy
on the Board of Directors resulting from an cause except an increase in the
number of directors may be filled by a vote of the majority of the remaining
members of the Board, though less than a quorum. A vacancy on the Board of
Directors resulting from an increase in the number of directors may be filled
by a majority of the entire Board of Directors. A director elected by the
Board of Directors to fill a vacancy shall serve until the next annual meeting
of stockholders and until his successor is elected and qualifies. If less than
a majority of the directors in office shall have been elected by the
stockholders, a meeting of the stockholders shall be called as required under
the Investment Company Act of 1940, as amended.
Section 5. The Board of Directors shall have power to appoint, and at its
discretion to remove or suspend, any officers, managers, superintendents,
subordinates, assistants, clerks, agents and employees, permanently or
temporarily, as the Board may think fit, and to determine their duties and to
fix, and from time to time to change, their salaries or emoluments, and to
require security in such instances and in such amounts as it may deem proper.
Section 6. In case of the absence of an officer of the Corporation, or for
any other reason which may seem sufficient to the Board of Directors, the
Board may delegate his powers and duties for the time being to any other
officer of the Corporation or to any director.
Section 7. The Board of Directors may, by resolution or resolutions passed
by a majority of the whole Board, designate one or more committees, each
committee to consist of two or more of the directors of the Corporation which,
to the extent provided in such resolution or resolutions and by applicable
law, shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation. Such committee or
committees shall have such name or names as may be determined from time to
time by resolution adopted by the Board of Directors. Any such committee shall
keep regular minutes of its proceedings, and shall report the same to the
Board when required.
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Section 8. The Board of Directors may held their meetings and keep the
books of the Corporation, except the original or a duplicate stock ledger and
the original or a certified copy of these By-Laws, outside of the State of
Maryland, at such place or places as they may from time to time determine.
Section 9. The Board of Directors shall have power to fix, and from time to
time to change the compensation, if any, of the directors of the Corporation.
Section 10. Upon retirement of a Director, the Board may elect him or her
to the position of Director Emeritus. Said Director Emeritus shall serve for
one year and may be re-elected by the Board from year to year thereafter. Said
Director Emeritus shall not vote at meetings of Directors and shall not be
held responsible for actions of the Board but shall receive fees paid to Board
members for serving as such.
ARTICLE V
DIRECTORS MEETINGS
Section 1. The first regular meeting of the Board of Directors shall be
held each year within seven business days following the annual meeting of
stockholders at which the Directors are elected. Regular meetings of the Board
of Directors shall also be held without notice at such times and places as may
be from time to time prescribed by the Board.
Section 2. Special meetings of the Board of Directors may be called at any
time by the Chairman, and shall be called by the Chairman upon the written
request of a majority of the members of the Board of Directors. Unless notice
is waived by all the members of the Board of Directors, notice of any special
meeting shall be given to each director at least twenty-four hours prior to
the date of such meeting, and such notice shall provide the time and place of
such special meetings.
Section 3. One-third of the entire Board of Directors shall constitute a
quorum for the transaction of business at any meeting; except that if the
number of directors on the Board is less than six, two members shall
constitute a quorum for the transaction of business at any meeting. The act of
a majority of the directors present at any meeting where there is a quorum
shall be the act of the Board of Directors except as may be otherwise required
by Maryland law or the Investment Company Act of 1940.
<PAGE> 124
Section 4. The order of business at meetings of the Board of Directors
shall be prescribed from time to time by the Board.
ARTICLE VI
OFFICERS AND AGENTS
Section 1. At the first meeting of the Board of Directors after the
election of Directors in each year, the Board shall elect a Chairman, a
President and Chief Executive Officer, one or more Vice Presidents, a
Secretary and a Treasurer and may elect or appoint one or more Assistant
Secretaries, one or more Assistant Treasurers, and such other officers and
agents as the Board may deem necessary and as the business of the Corporation
may require.
Section 2. The Chairman of the Board and the President shall be elected
from the membership of the Board of Directors, but other officers need not be
members of the Board of Directors. Any two or more offices may be held by the
same person except the offices of President and Vice President. All officers
of the Corporation shall serve for one year and until their successors shall
have been duly elected and shall have qualified; provided, however, that any
officer may be remove at any time, either with or without cause, by action by
the Board of Directors.
ARTICLE VII
DUTIES OF OFFICERS
CHAIRMAN OF THE BOARD
Section 1. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board of Directors and shall be a member ex officio of all
standing committees. He shall have those duties and responsibilities as shall be
assigned to him by the Board of Directors. In the absence, resignation,
disability or death of the President, the Chairman shall exercise all the powers
and perform all the duties of the President until his return, or until such
disability shall be removed or until a new President shall have been elected.
PRESIDENT
Section 2. The President shall be the Chief Executive Officer and head of
the Corporation, and in the recess of the Board of Directors shall have the
general control and management of its business and affairs, subject, however
to the regulations of the Board of Directors.
<PAGE> 125
The President shall, in the absence of the Chairman, preside at all
meetings of the stockholders and the Board of Directors. In the event of the
absence, resignation, disability or death of the Chairman, the President shall
exercise all powers and perform all duties of the Chairman until his return,
or until such disability shall have been received or until a new Chairman
shall have been elected.
VICE PRESIDENTS
Section 3. The Executive Vice President, and the Vice Presidents, shall
have those duties and responsibilities as shall be assigned to them by the
Chairman or the President. In the event of the absence, resignation,
disability or death of the Chairman and President, the Executive Vice
President shall exercise all the powers and perform all the duties of the
President until his return, or until such disability shall be removed or until
a new President shall have been elected.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 4. The Secretary shall attend all meetings of the stockholders and
shall record all the proceedings thereof in a book to be kept for that purpose,
and he shall be the custodian of the corporate seal of the Corporation. In the
absence of the Secretary, an Assistant Secretary or any other person appointed
or elected by the Board of Directors, as is elsewhere in these By-laws provided,
may exercise the rights and perform the duties of the Secretary.
Section 5. The Assistant Secretary, or, if there be more than one Assistant
Secretary, then the Assistant Secretaries in the order of their seniority,
shall, in the absence or disability of the Secretary, perform the duties and
exercise the powers of the secretary. Any Assistant Secretary elected by the
Board shall also perform such other duties and exercise such the powers as the
Board of Directors shall from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 6. The Treasurer shall keep full and correct accounts of the
receipts and expenditures of the Corporation in books belonging to the
Corporation, and shall deposit all monies and valuable effects in the name and
to the credit of the Corporation and in such depositories as may be designated
by the Board of Directors, and shall, if the Board shall so direct, give bond
with sufficient security and in such amount as may be required by the Board of
Directors for the faithful performance of his duties.
<PAGE> 126
He shall disburse funds of the Corporation as may be ordered by the Board
of Directors, taking proper vouchers for such disbursements, and shall render
to the President and Board of Directors at the regular meetings of the Board,
or whenever they may require it, an account of all his transactions as the
chief fiscal officer of the Corporation and of the financial condition of the
Corporation, and shall present each year before the annual meeting of the
stockholders a full financial report of the preceding fiscal year.
Section 7. The Assistant Treasurer, or, if there be more than one Assistant
Treasurer, then the Assistant Treasurers in the order of their seniority,
shall, in the absence or disability of the Treasurer, perform the duties and
exercise the powers of the Treasurer. Any Assistant Treasurer elected by the
board shall also perform such duties and exercise such powers as the Board of
Directors shall from time to time prescribe.
ARTICLE VIII
CHECKS, DRAFTS, NOTES, ETC.
Section 1. All checks shall bear the signature of such person or persons
as the Board of Directors may from time to time direct.
Section 2. All notes and other similar obligations and acceptances of
drafts by the Corporation shall be signed by such person or persons as the
Board of Directors may from time to time direct.
Section 3. Any officer of the Corporation or any other employee, as the
Board of Directors may from time to time direct, shall have full power to
endorse for deposit all checks and all negotiable paper drawn payable to his
or their order or the order of the Corporation.
ARTICLE IX
CORPORATE SEAL
Section 1. The corporate seal of the Corporation shall have inscribed
thereon the name of the Corporation, the year of its organization, and the
words "Corporate Seal, Maryland." Such seal may be used by causing it or a
facsimile thereof to be impressed or affixed or otherwise reproduced.
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ARTICLE X
DIVIDENDS
Section 1. Dividends upon the shares of the capital stock of the
Corporation may, subject to the provisions of the Articles of Incorporation of
the Corporation, if any, be declared by the Board of Directors at any regular
or special meeting, pursuant to law. Dividends may be paid in cash, in
property, or in shares of the capital stock of the Corporation.
Section 2. Before payment of any dividend there may be set aside out of any
funds of the Corporation available for dividends such sum or sums as the Board
of Directors may, from time to time, in their absolute discretion, think
proper as a reserve fund to meet contingencies, or for equalizing dividends,
or for repairing or maintaining any property of the Corporation, or for such
other purpose as the Board of Directors shall deem to be for the best
interests of the Corporation, and the Board of Directors may abolish any such
reserve in the manner in which it was created.
ARTICLE XI
FISCAL YEAR
Section 1. The fiscal year of the Corporation shall begin on December 1 of
each year, and end on November 30 of each year.
ARTICLE XII
NOTICES
Section 1. Whenever under the provisions of these By-Laws notice is
required to be given to any director or stockholder, such notice is deemed
given when it is personally delivered, left at the residence or usual place of
business of the director or stockholder, or mailed to such director or
stockholder at such address as shall appear on the books of the Corporation
and such notice, if mailed, shall be deemed to be given at the time it shall
be so deposited in the United States mail postage prepaid. In the case of
directors, such notice may also be given orally by telephone or by telegraph
or cable.
Section 2. Any notice required to be given under these By-laws may be
waived in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein.
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ARTICLE XIII
AMENDMENTS
Section 1. These By-Laws may be amended, altered or repealed by the
affirmative vote of the holders of a majority of the shares of capital stock
of the Corporation issued and outstanding and entitled to vote thereon, or by
a majority of the Board of Directors, as the case may be.
<PAGE> 129
EX-10.EXHIBIT 24(b)(5)
DELAWARE GROUP PREMIUM FUND, INC.
EMERGING GROWTH SERIES
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, made by and between DELAWARE GROUP PREMIUM FUND, INC., a
Maryland corporation (the "Fund") for the EMERGING GROWTH SERIES (the "Series")
and DELAWARE MANAGEMENT COMPANY, INC., a Delaware corporation (the "Investment
Manager").
W I T N E S S E T H:
WHEREAS, the Fund has been organized and operates as an investment
company registered under the Investment Company Act of 1940 and engages in the
business of investing and reinvesting its assets in securities; and
WHEREAS, the Investment Manager is a registered Investment Adviser
under the Investment Advisers Act of 1940 and engages in the business of
providing investment management services; and
WHEREAS, the parent company of the Investment Manager has completed a
merger transaction which resulted in a change of control of the Investment
Manager and an automatic termination of the previous Investment Management
Agreement for the Series dated as of the 13th day of December, 1993; and
WHEREAS, the Board of Directors of the Fund and shareholders of the
Series have determined to enter into a new Investment Management Agreement with
the Investment Manager to be effective as of the date hereof.
<PAGE> 130
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and each of the parties hereto intending to be legally bound hereby,
it is agreed as follows:
1. The Fund hereby employs the Investment Manager to manage the
investment and reinvestment of the Series' assets and to administer its affairs,
subject to the direction of the Board and officers of the Fund for the period
and on the terms hereinafter set forth. The Investment Manager hereby accepts
such employment and agrees during such period to render the services and assume
the obligations herein set forth for the compensation herein provided. The
Investment Manager shall for all purposes herein, be deemed to be an independent
contractor, and shall, unless otherwise expressly provided and authorized, have
no authority to act for or represent the Fund in any way, or in any way be
deemed an agent of the Fund. The Investment Manager shall regularly make
decisions as to what securities to purchase and sell on behalf of the Series,
and shall give written instructions to the Trading Department maintained by the
Fund for implementation of such decisions and shall furnish the Board of
Directors of the Fund with such information and reports regarding the Series'
investments as the Investment Manager deems appropriate or as the Directors of
the Fund may reasonably request.
2. The Fund shall conduct its own business and affairs and shall bear
the expenses and salaries necessary and incidental thereto including, but not in
limitation of the foregoing, the costs incurred in: the maintenance of its
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<PAGE> 131
corporate existence; the maintenance of its own books, records and procedures;
dealing with its own shareholders; the payment of dividends; transfer of stock,
including issuance, redemption and repurchase of shares; preparation of share
certificates; reports and notices to shareholders; calling and holding of
shareholders' meetings; miscellaneous office expenses; brokerage commissions;
custodian fees; legal and accounting fees; taxes; and federal and state
registration fees.
Directors, officers and employees of the Investment Manager may be
directors, officers and employees of other funds which have the same Investment
Manager. Directors, officers and employees of the Investment Manager who are
Directors, officers and/or employees of the Fund shall not receive any
compensation from the Fund for acting in such dual capacity.
In the conduct of the respective business of the parties hereto and in
the performance of this Agreement, the Fund and the Investment Manager may share
facilities common to each, with appropriate proration of expenses between them.
3. (a) The Fund shall place and execute its own orders for the purchase
and sale of portfolio securities. Subject to the primary objective of obtaining
the best available price and execution, the Fund will place orders for the
purchase and sale of portfolio securities with such broker/dealers selected from
among those designated from time to time by the Investment Manager who provide
statistical, factual and financial information and services to the Fund, to the
Investment
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<PAGE> 132
Manager, or to any other fund for which the Investment Manager provides
investment advisory services. Broker/dealers who sell shares of the funds of
which Delaware Management Company, Inc. is Investment Manager shall only receive
orders for the purchase or sale of portfolio securities to the extent that the
placing of such orders is in compliance with the Rules of the Securities and
Exchange Commission and the National Association of Securities Dealers, Inc.
(b) Notwithstanding the provisions of subparagraph (a) above and
subject to such policies and procedures as may be adopted by the Board of
Directors and officers of the Fund, the Investment Manager may ask the Fund and
the Fund may agree to pay a member of an exchange, broker or dealer an amount of
commission for effecting a securities transaction in excess of the amount of
commission another member of an exchange, broker or dealer would have charged
for effecting that transaction, in such instances where it and the Investment
Manager have determined in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research services
provided by such member, broker or dealer, viewed in terms of either that
particular transaction or the Investment Manager's overall responsibilities with
respect to the Fund and to other funds and other advisory accounts for which the
Investment Manager exercises investment discretion.
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<PAGE> 133
4. As compensation for the services to be rendered to the Fund by the
Investment Manager under the provisions of this Agreement, the Fund shall pay to
the Investment Manager monthly from the Series' assets a fee (at an annual rate)
equal to .75% of the average daily net assets of the Series during the month.
If this Agreement is terminated prior to the end of any calendar month,
the management fee shall be prorated for the portion of any month in which this
Agreement is in effect according to the proportion which the number of calendar
days, during which the Agreement is in effect, bears to the number of calendar
days in the month, and shall be payable within 10 days after the date of
termination.
5. The services to be rendered by the Investment Manager to the Fund
under the provisions of this Agreement are not to be deemed to be exclusive, and
the Investment Manager shall be free to render similar or different services to
others so long as its ability to render the services provided for in this
Agreement shall not be impaired thereby.
6. The Investment Manager, its directors, officers, employees, agents
and shareholders may engage in other businesses, may render investment advisory
services to other investment companies, or to any other corporation,
association, firm or individual, and may render underwriting services to the
Fund or to any other investment company, corporation, association, firm or
individual.
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<PAGE> 134
7. In the absence of willful misfeasance, bad faith, gross negligence,
or a reckless disregard of the performance of duties of the Investment Manager
to the Fund, the Investment Manager shall not be subject to liabilities to the
Fund or to any shareholder of the Fund for any action or omission in the course
of, or connected with, rendering services hereunder or for any losses that may
be sustained in the purchase, holding or sale of any security, or otherwise.
8. This Agreement shall be executed and become effective as of the date
written below. It shall continue in effect for a period of two years and may be
renewed thereafter only so long as such renewal and continuance is specifically
approved at least annually by the Board of Directors or by vote of a majority of
the outstanding voting securities of the Series and only if the terms and the
renewal hereof have been approved by the vote of a majority of the Directors of
the Fund, who are not parties hereto or interested persons of any such party,
cast in person at a meeting called for the purpose of voting on such approval.
No amendment to this Agreement shall be effective unless the terms thereof have
been approved by the vote of a majority of the outstanding voting securities of
the Series and by the vote of a majority of Directors of the Fund who are not
parties to the Agreement or interested persons of any such party, cast in person
at a meeting called for the purpose of voting on such approval. Notwithstanding
the foregoing, this Agreement may be terminated by the Fund at any time, without
the payment of a penalty, on sixty days' written notice to the Investment
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<PAGE> 135
Manager of the Fund's intention to do so, pursuant to action by the Board of
Directors of the Fund or pursuant to vote of a majority of the outstanding
voting securities of the Series. The Investment Manager may terminate this
Agreement at any time, without the payment of a penalty on sixty days' written
notice to the Fund of its intention to do so. Upon termination of this
Agreement, the obligations of all the parties hereunder shall cease and
terminate as of the date of such termination, except for any obligation to
respond for a breach of this Agreement committed prior to such termination, and
except for the obligation of the Fund to pay to the Investment Manager the fee
provided in Paragraph 4 hereof, prorated to the date of termination. This
Agreement shall automatically terminate in the event of its assignment.
9. This Agreement shall extend to and bind the heirs, executors,
administrators and successors of the parties hereto.
10. For the purposes of this Agreement, the terms "vote of a majority
of the outstanding voting securities"; "interested persons"; and "assignment"
shall have the meanings defined in the Investment Company Act of 1940.
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<PAGE> 136
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement by having it signed by their duly authorized officers as of this 3rd
day of April, 1995.
DELAWARE GROUP PREMIUM FUND, INC.
for the EMERGING GROWTH SERIES
Attest: /s/ Eric E. Miller By: /s/ Brian F. Wruble
-------------------------- -----------------------------
DELAWARE MANAGEMENT COMPANY, INC.
Attest: /s/ Richelle S. Maestro By: /s/ Wayne A. Stork
-------------------------- -----------------------------
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<PAGE> 137
DELAWARE GROUP PREMIUM FUND, INC.
GROWTH SERIES
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made by and between DELAWARE GROUP PREMIUM FUND, INC. (the
"Fund"), a Maryland corporation, for the GROWTH SERIES (the "Series") and
DELAWARE MANAGEMENT COMPANY, INC., a Delaware corporation (the "Investment
Manager").
W I T N E S S E T H:
WHEREAS, the Fund has been organized and operates as an investment
company registered under the Investment Company Act of 1940 and engages in the
business of investing and reinvesting its assets in securities; and
WHEREAS, the Investment Manager is a registered Investment Adviser
under the Investment Advisers Act of 1940 and engages in the business of
providing investment management services; and
WHEREAS, the parent company of the Investment Manager has completed a
merger transaction which resulted in a change of control of the Investment
Manager and an automatic termination of the previous Investment Management
Agreement for the Series dated as of the 1st day of July, 1991; and
WHEREAS, the Board of Directors of the Fund and shareholders of the
Series have determined to enter into a new Investment Management Agreement with
the Investment Manager to be effective as of the date hereof.
<PAGE> 138
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and each of the parties hereto intending to be legally bound hereby,
it is agreed as follows:
1. The Fund hereby employs the Investment Manager to manage the
investment and reinvestment of Series' assets and to administer its affairs,
subject to the direction of the Board of Directors and officers of the Fund for
the period and on the terms hereinafter set forth. The Investment Manager hereby
accepts such employment and agrees during such period to render the services and
assume the obligations herein set forth for the compensation herein provided.
The Investment Manager shall, for all purposes herein, be deemed to be an
independent contractor, shall not in any way be deemed an agent of the Fund, and
shall, unless otherwise expressly provided and authorized, have no authority to
act for or represent the Fund in any way. The Investment Manager shall regularly
make decisions as to what securities to purchase and sell on behalf of the
Series and shall give written instructions to the Trading Department maintained
by the Fund for implementation of such decisions and shall furnish the Board of
Directors of the Fund with such information and reports regarding the Series'
investments as the Investment Manager deems appropriate or as the Directors of
the Fund may reasonably request.
2. The Fund shall conduct its own business and affairs and shall bear
the expenses and salaries necessary and incidental thereto including, but not in
limitation of the foregoing, the costs incurred in: the maintenance of its
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<PAGE> 139
corporate existence; the maintenance of its own books, records and procedures;
dealing with its own stockholders; the payment of dividends; transfer of stock;
issue, sale, redemption and repurchases of shares including costs and fees of
federal and state registrations; preparation of share certificates; reports and
notices to shareholders; calling and holding of stockholders' meetings;
miscellaneous office expenses; brokerage commissions; custodian fees; legal and
accounting fees; and taxes. The Fund shall bear all of its own organizational
costs.
Directors, officers and employees of the Investment Manager may be
directors, officers and employees of other funds which have the same Investment
Manager. Directors, officers and employees of the Investment Manager who are
Directors, officers and/or employees of the Fund shall not receive any
compensation from the Fund for acting in such dual capacity.
In the conduct of the respective business of the parties hereto and in
the performance of this Agreement, the Fund and the Investment Manager may share
facilities common to each, with appropriate proration of expenses between them.
3. (a) The Fund shall place and execute its own orders for the purchase
and sale of portfolio securities. Subject to the primary objective of obtaining
the best available price and execution, the Fund will place orders for the
purchase and sale of portfolio securities with such broker/dealers selected from
among those designated from time to time by the Investment Manager who provide
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<PAGE> 140
statistical, factual and financial information and services to the Fund, to the
Investment Manager, or to any other fund for which the Investment Manager
provides investment advisory services and may place such orders with
broker/dealers who sell shares of the Fund or who sell shares of any other fund
for which the Investment Manager provides investment advisory services.
Broker/dealers who sell shares of the funds of which Delaware Management
Company, Inc. is Investment Manager shall only receive orders for the purchase
or sale of portfolio securities to the extent that the placing of such orders is
in compliance with the Rules of the Securities and Exchange Commission and the
National Association of Securities Dealers, Inc.
(b) Notwithstanding the provisions of subparagraph (a) above and
subject to such policies and procedures as may be adopted by the Board of
Directors and officers of the Fund, the Investment Manager may ask the Fund, and
the Fund may agree, to pay a member of an exchange, broker or dealer an amount
of commission for effecting a securities transaction in excess of the amount of
commission another member of an exchange, broker or dealer would have charged
for effecting that transaction, in such instances where it and the Investment
Manager have determined in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research services
provided by such member, broker or dealer, viewed in terms of either that
particular transaction or the Investment Manager's overall responsibilities with
respect to the Fund and to other funds for which the Investment Manager
exercises investment discretion.
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<PAGE> 141
4. The Fund shall pay to the Investment Manager as compensation for its
services under this Agreement monthly, from the Series' assets, a fee (at an
annual rate) equal to .75% of the daily average net assets of the Series, less a
proportionate share of fees paid to the members of the Board of Directors of the
Fund during the relevant period, based upon the number of the Fund's publicly
offered series.
If this Agreement is terminated prior to the end of the calendar month,
the management fee shall be prorated for the portion of any month in which this
Agreement is in effect according to the proportion which the number of calendar
days during which the Agreement is in effect bears to the number of calendar
days in the month, and shall be payable within 10 days after the date of
termination.
5. The services to be rendered by the Investment Manager to the Fund
under the provisions of this Agreement are not to be deemed to be exclusive, and
the Investment Manager shall be free to render similar or different services to
others so long as its ability to render the services provided for in this
Agreement shall not be impaired thereby.
6. The Investment Manager, its Directors, officers, employees, agents
and shareholders may engage in other businesses, may render investment advisory
services to other investment companies, or to any other corporation,
association, firm or individual and may render underwriting services to the Fund
or to any other investment company, corporation, association, firm or
individual.
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<PAGE> 142
7. In the absence of willful misfeasance, bad faith, gross negligence,
or a reckless disregard of the performance of duties of the Investment Manager
to the Fund, the Investment Manager shall not be subject to liabilities to the
Fund or to any shareholder of the Fund for any action or omission in the course
of, or connected with, rendering services hereunder or for any losses that may
be sustained in the purchase, holding or sale of any security, or otherwise.
8. This Agreement shall be executed and become effective as of the date
written below if approved by the vote of a majority of the outstanding voting
securities of the Series. It shall continue in effect for a period of two years
from the date of execution of this Agreement and may be renewed thereafter only
so long as such renewal and continuance is specifically approved at least
annually by the Board of Directors or by vote of a majority of the outstanding
voting securities of the Series and only if the terms and the renewal hereof
have been approved by the vote of a majority of the Directors of the Fund, who
are not parties hereto or interested persons of any such party, cast in person
at a meeting called for the purpose of voting on such approval. No amendment to
this Agreement shall be effective unless the terms thereof have been approved by
the vote of a majority of the outstanding voting securities of the Series and
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<PAGE> 143
by the vote of a majority of Directors of the Fund who are not parties to the
Agreement or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval. Notwithstanding the
foregoing, this Agreement may be terminated by the Fund at any time, without the
payment of a penalty, on sixty days' written notice to the Investment Manager of
the Fund's intention to do so, pursuant to action by the Board of Directors of
the Fund or pursuant to vote of a majority of the outstanding voting securities
of the Series. The Investment Manager may terminate this Agreement at any time,
without the payment of penalty on sixty days' written notice to the Fund of its
intention to do so. Upon termination of this Agreement, the obligations of all
the parties hereunder shall cease and terminate as of the date of such
termination, except for any obligation to respond for a breach of this Agreement
committed prior to such termination, and except for the obligation of the Fund
to pay to the Investment Manager the fee provided in Paragraph 4 hereof,
prorated to the date of termination. This Agreement shall automatically
terminate in the event of its assignment.
9. This Agreement shall extend to and bind the heirs, executors,
administrators and successors of the parties hereto.
10. For the purposes of this Agreement, the terms "vote of a majority
of the outstanding voting securities"; "interested persons"; and "assignment"
shall have the meanings defined in the Investment Company Act of 1940.
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<PAGE> 144
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
having it signed by their duly authorized officers as of the 3rd day of April,
1995.
DELAWARE MANAGEMENT COMPANY, INC.
Attest: /s/ Richelle S. Maestro By: /s/ Wayne A. Stork
--------------------------- -------------------------------
DELAWARE GROUP PREMIUM FUND, INC.
for the GROWTH SERIES
Attest: /s/ Eric E. Miller By: /s/ Brian F. Wruble
--------------------------- -------------------------------
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<PAGE> 145
DELAWARE GROUP PREMIUM FUND, INC.
INTERNATIONAL EQUITY SERIES
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, made by and between DELAWARE GROUP PREMIUM FUND, INC., a
Maryland corporation (the "Fund") for the INTERNATIONAL EQUITY SERIES (the
"Series") and DELAWARE INTERNATIONAL ADVISERS LTD., a U.K. company (the
"Investment Manager").
W I T N E S S E T H:
WHEREAS, the Fund has been organized and operates as an investment
company registered under the Investment Company Act of 1940 and engages in the
business of investing and reinvesting its assets in securities; and WHEREAS, the
Investment Manager is a registered Investment Adviser under the Investment
Advisers Act of 1940 and engages in the business of providing investment
management services; and
WHEREAS, the Investment Manager is a registered Investment Adviser
under the Investment Advisers Act of 1940 and engages in the business of
providing investment management services; and
WHEREAS, the parent company of the Investment Manager has completed a
merger transaction which resulted in a change of control of the Investment
Manager and an automatic termination of the previous Investment Management
Agreement for the Series dated as of the 7th day of October, 1992; and
WHEREAS, the Board of Directors of the Fund and shareholders of the
Series have determined to enter into a new Investment Management Agreement with
the Investment Manager to be effective as of the date hereof.
<PAGE> 146
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and each of the parties hereto intending to be legally bound, it is
agreed as follows:
1. The Fund hereby employs the Investment Manager to manage the
investment and reinvestment of the Series' assets and to administer its affairs,
subject to the direction of the Board and officers of the Fund for the period
and on the terms hereinafter set forth. The Investment Manager hereby accepts
such employment and agrees during such period to render the services and assume
the obligations herein set forth for the compensation herein provided. The
Investment Manager shall for all purposes herein, be deemed to be an independent
contractor, and shall, unless otherwise expressly provided and authorized, have
no authority to act for or represent the Fund in any way, or in any way be
deemed an agent of the Fund. The Investment Manager shall regularly make
decisions as to what securities to purchase and sell on behalf of the Series,
shall effect the purchase and sale of investments in furtherance of the Series'
objectives and policies and shall furnish the Board of Directors of the Fund
with such information and reports regarding the Series' investments as the
Investment Manager deems appropriate or as the Directors of the Fund may
reasonably request.
2. The Fund shall conduct its own business and affairs and shall bear
the expenses and salaries necessary and incidental thereto including, but not in
limitation of the foregoing, the costs incurred in: the maintenance of its
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<PAGE> 147
corporate existence; the maintenance of its own books, records and procedures;
dealing with its own shareholders; the payment of dividends; transfer of stock,
including issuance, redemption and repurchase of shares; preparation of share
certificates; reports and notices to shareholders; calling and holding of
shareholders' meetings; miscellaneous office expenses; brokerage commissions;
custodian fees; legal and accounting fees; taxes; and federal and state
registration fees.
3. (a) Subject to the primary objective of obtaining the best available
prices and execution, the Investment Manager will place orders for the purchase
and sale of portfolio securities with such broker/dealers who provide
statistical, factual and financial information and services to the Fund, to the
Investment Manager or to any other fund for which the Investment Manager
provides investment advisory services and/or with broker/dealers who sell shares
of the Fund or who sell shares of any other fund for which the Investment
Manager provides investment advisory services. Broker/dealers who sell shares of
the funds of which Delaware International Advisers Ltd. is Investment Manager,
shall only receive orders for the purchase or sale of portfolio securities to
the extent that the placing of such orders is in compliance with the Rules of
the Securities and Exchange Commission and the National Association of
Securities Dealers, Inc.
(b) Notwithstanding the provisions of subparagraph (a) above and
subject to such policies and procedures as may be adopted by the Board of
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<PAGE> 148
Directors and officers of the Fund, the Investment Manager may ask the Fund and
the Fund may agree to pay a member of an exchange, broker or dealer an amount of
commission for effecting a securities transaction in excess of the amount of
commission another member of an exchange, broker or dealer would have charged
for effecting that transaction, in such instances where it and the Investment
Manager have determined in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research services
provided by such member, broker or dealer, viewed in terms of either that
particular transaction or the Investment Manager's overall responsibilities with
respect to the Fund and to other funds and other advisory accounts for which the
Investment Manager exercises investment discretion.
4. As compensation for the services to be rendered to the Fund by the
Investment Manager under the provisions of this Agreement, the Fund shall pay to
the Investment Manager monthly from the Series' assets a fee (at an annual rate)
equal to .75% of the average daily net assets of the Series during the month,
less the Series' proportionate part of all fees paid to members of the Board of
Directors of the Fund during the same period based on the number of publicly
offered Series of the Fund.
If this Agreement is terminated prior to the end of any calendar month,
the management fee shall be prorated for the portion of any month in which this
Agreement is in effect according to the proportion which the number of calendar
days, during which the Agreement is in effect, bears to the number of calendar
days in the month, and shall be payable within 10 days after the date of
termination.
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<PAGE> 149
5. The services to be rendered by the Investment Manager to the Fund
under the provisions of this Agreement are not to be deemed to be exclusive, and
the Investment Manager shall be free to render similar or different services to
others so long as its ability to render the services provided for in this
Agreement shall not be impaired thereby.
6. The Investment Manager, its directors, officers, employees, agents
and shareholders may engage in other businesses, may render investment advisory
services to other investment companies, or to any other corporation,
association, firm or individual, and may render underwriting services to the
Fund or to any other investment company, corporation, association, firm or
individual.
7. In the absence of willful misfeasance, bad faith, gross negligence,
or a reckless disregard of the performance of duties of the Investment Manager
to the Fund, the Investment Manager shall not be subject to liabilities to the
Fund or to any shareholder of the Fund for any action or omission in the course
of, or connected with, rendering services hereunder or for any losses that may
be sustained in the purchase, holding or sale of any security, or otherwise.
8. This Agreement shall be executed and become effective as of the date
written below. It shall continue in effect for a period of two years and may be
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<PAGE> 150
renewed thereafter only so long as such renewal and continuance is specifically
approved at least annually by the Board of Directors or by vote of a majority of
the outstanding voting securities of the Series and only if the terms and the
renewal hereof have been approved by the vote of a majority of the Directors of
the Fund, who are not parties hereto or interested persons of any such party,
cast in person at a meeting called for the purpose of voting on such approval.
No amendment to this Agreement shall be effective unless the terms thereof have
been approved by the vote of a majority of the outstanding voting securities of
the Series and by the vote of a majority of Directors of the Fund who are not
parties to the Agreement or interested persons of any such party, cast in person
at a meeting called for the purpose of voting on such approval. Notwithstanding
the foregoing, this Agreement may be terminated by the Fund at any time, without
the payment of a penalty, on sixty days' written notice to the Investment
Manager of the Fund's intention to do so, pursuant to action by the Board of
Directors of the Fund or pursuant to vote of a majority of the outstanding
voting securities of the Series. The Investment Manager may terminate this
Agreement at any time, without the payment of a penalty on sixty days' written
notice to the Fund of its intention to do so. Upon termination of this
Agreement, the obligations of all the parties hereunder shall cease and
terminate as of the date of such termination, except for any obligation to
respond for a breach of this Agreement committed prior to such termination, and
except for the obligation of the Fund to pay to the Investment Manager the fee
provided in Paragraph 4 hereof, prorated to the date of termination. This
Agreement shall automatically terminate in the event of its assignment.
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<PAGE> 151
9. This Agreement shall extend to and bind the heirs, executors,
administrators and successors of the parties hereto.
10. For the purposes of this Agreement, the terms "vote of a majority
of the outstanding voting securities"; "interested persons"; and "assignment"
shall have the meanings defined in the Investment Company Act of 1940.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
having it signed by their duly authorized officers as of the 3rd day of April,
1995.
DELAWARE GROUP PREMIUM FUND, INC.
for the INTERNATIONAL EQUITY SERIES
Attest: /s/ Richelle S. Maestro By: /s/ Brian F. Wruble
-------------------------- --------------------------------
DELAWARE INTERNATIONAL ADVISERS LTD.
Attest: /s/ John Emberson By: /s/ David G. Tilles
--------------------------- --------------------------------
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<PAGE> 152
DELAWARE GROUP PREMIUM FUND, INC.
MONEY MARKET SERIES
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made by and between DELAWARE GROUP PREMIUM FUND, INC., a
Maryland corporation (the "Fund"), for the MONEY MARKET SERIES, and any
additional Series that may subsequently subscribe to this Agreement (the
"Series") and DELAWARE MANAGEMENT COMPANY, INC., a Delaware corporation (the
"Investment Manager").
W I T N E S S E T H:
WHEREAS, the Fund has been organized and operates as an investment
company registered under the Investment Company Act of 1940 and engages in the
business of investing and reinvesting its assets in securities; and
WHEREAS, the Investment Manager is a registered Investment Adviser
under the Investment Advisers Act of 1940 and engages in the business of
providing investment management services; and
WHEREAS, the parent company of the Investment Manager has completed a
merger transaction which resulted in a change of control of the Investment
Manager and an automatic termination of the previous Investment Management
Agreement for the Series dated as of the 29th day of June, 1988; and
WHEREAS, the Board of Directors of the Fund and shareholders of the
Series have determined to enter into a new Investment Management Agreement with
the Investment Manager to be effective as of the date hereof.
<PAGE> 153
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and each of the parties hereto intending to be legally bound hereby,
it is agreed as follows:
l. The Fund hereby employs the Investment Manager to manage the
investment and reinvestment of Series' assets and to administer its affairs,
subject to the direction of the Board of Directors and officers of the Fund for
the period and on the terms hereinafter set forth. The Investment Manager hereby
accepts such employment and agrees during such period to render the services and
assume the obligations herein set forth for the compensation herein provided.
The Investment Manager shall, for all purposes herein, be deemed to be an
independent contractor, shall not in any way be deemed an agent of the Fund, and
shall, unless otherwise expressly provided and authorized, have no authority to
act for or represent the Fund in any way. The Investment Manager shall regularly
make decisions as to what securities to purchase and sell on behalf of the
Series and shall give written instructions to the Trading Department maintained
by the Fund for implementation of such decisions and shall furnish the Board of
Directors of the Fund with such information and reports regarding the Series'
investments as the Investment Manager deems appropriate or as the Directors of
the Fund may reasonably request.
2. The Fund shall conduct its own business and affairs and shall bear
the expenses and salaries necessary and incidental thereto including, but not in
limitation of the foregoing, the costs incurred in: the maintenance of its
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<PAGE> 154
corporate existence; the maintenance of its own books, records and procedures;
dealing with its own stockholders; the payment of dividends; transfer of stock;
issue, sale, redemption and repurchases of shares including costs and fees of
federal and state registrations; preparation of share certificates; reports and
notices to shareholders; calling and holding of stockholders' meetings;
miscellaneous office expenses; brokerage commissions; custodian fees; legal and
accounting fees; and taxes. The Fund shall bear all of its own organizational
costs.
Directors, officers and employees of the Investment Manager may be
directors, officers and employees of other funds which have the same Investment
Manager. Directors, officers and employees of the Investment Manager who are
Directors, officers and/or employees of the Fund shall not receive any
compensation from the Fund for acting in such dual capacity.
In the conduct of the respective business of the parties hereto and in
the performance of this Agreement, the Fund and the Investment Manager may share
facilities common to each, with appropriate proration of expenses between them.
3. (a) The Fund shall place and execute its own orders for the purchase
and sale of portfolio securities. Subject to the primary objective of obtaining
the best available prices and execution, the Fund will place orders for the
purchase and sale of portfolio securities with such broker/dealers selected from
among those designated from time to time by the Investment Manager who provide
-3-
<PAGE> 155
statistical, factual and financial information and services to the Fund, to the
Investment Manager, or to any other fund for which the Investment Manager
provides investment advisory services and may place such orders with
broker/dealers who sell shares of the Fund or who sell shares of any other fund
for which the Investment Manager provides investment advisory services.
Broker/dealers who sell shares of the funds of which Delaware Management
Company, Inc. is Investment Manager shall only receive orders for the purchase
or sale of portfolio securities to the extent that the placing of such orders is
in compliance with the Rules of the Securities and Exchange Commission and the
National Association of Securities Dealers, Inc.
(b) Notwithstanding the provisions of subparagraph (a) above and
subject to such policies and procedures as may be adopted by the Board of
Directors and officers of the Fund, the Investment Manager may ask the Fund, and
the Fund may agree, to pay a member of an exchange, broker or dealer an amount
of commission for effecting a securities transaction in excess of the amount of
commission another member of an exchange, broker or dealer would have charged
for effecting that transaction, in such instances where it and the Investment
Manager have determined in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research services
provided by such member, broker or dealer, viewed in terms of either that
particular transaction or the Investment Manager's overall responsibilities with
respect to the Fund and to other funds for which the Investment Manager
exercises investment discretion.
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<PAGE> 156
4. The Fund shall pay to the Investment Manager as compensation for its
services under this Agreement a fee for the Series as set forth in Schedule A
attached hereto and incorporated as a part hereof. If this Agreement is
terminated prior to the end of the calendar month, the management fee shall be
prorated for the portion of any month in which this Agreement is in effect
according to the proportion which the number of calendar days during which the
Agreement is in effect bears to the number of calendar days in the month, and
shall be payable within 10 days after the date of termination.
5. The services to be rendered by the Investment Manager to the Fund
under the provisions of this Agreement are not to be deemed to be exclusive, and
the Investment Manager shall be free to render similar or different services to
others so long as its ability to render the services provided for in this
Agreement shall not be impaired thereby.
6. The Investment Manager, its Directors, officers, employees, agents
and shareholders may engage in other businesses, may render investment advisory
services to other investment companies, or to any other corporation,
association, firm or individual and may render underwriting services to the Fund
or to any other investment company, corporation, association, firm or
individual.
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<PAGE> 157
7. In the absence of willful misfeasance, bad faith, gross negligence,
or a reckless disregard of the performance of duties of the Investment Manager
to the Fund, the Investment Manager shall not be subject to liabilities to the
Fund or to any shareholder of the Fund for any action or omission in the course
of, or connected with, rendering services hereunder or for any losses that may
be sustained in the purchase, holding or sale of any security, or otherwise.
8. This Agreement shall be executed and become effective as of the date
written below if approved by the vote of a majority of the outstanding voting
securities of the Series. It shall continue in effect for a period of two years
from the date of execution of this Agreement and may be renewed thereafter only
so long as such renewal and continuance is specifically approved at least
annually by the Board of Directors or by vote of a majority of the outstanding
voting securities of the Series and only if the terms and the renewal hereof
have been approved by the vote of a majority of the Directors of the Fund, who
are not parties hereto or interested persons of any such party, cast in person
at a meeting called for the purpose of voting on such approval. No amendment to
this Agreement shall be effective unless the terms thereof have been approved by
the vote of a majority of the outstanding voting securities of the Series and by
the vote of a majority of Directors of the Fund who are not parties to the
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<PAGE> 158
Agreement or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval. Notwithstanding the
foregoing, this Agreement may be terminated by the Fund at any time, without the
payment of a penalty, on sixty days' written notice to the Investment Manager of
the Fund's intention to do so, pursuant to action by the Board of Directors of
the Fund or pursuant to vote of a majority of the outstanding voting securities
of the Series. The Investment Manager may terminate this Agreement at any time,
without the payment of a penalty on sixty days' written notice to the Fund of
its intention to do so. Upon termination of this Agreement, the obligations of
all the parties hereunder shall cease and terminate as of the date of such
termination, except for any obligation to respond for a breach of this Agreement
committed prior to such termination, and except for the obligation of the Fund
to pay to the Investment Manager the fee provided in Paragraph 4 hereof,
prorated to the date of termination. This Agreement shall automatically
terminate in the event of its assignment.
9. This Agreement shall extend to and bind the heirs, executors,
administrators and successors of the parties hereto.
10. For the purposes of this Agreement, the terms "vote of a majority
of the outstanding voting securities"; "interested persons"; and "assignment"
shall have the meanings defined in the Investment Company Act of 1940.
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<PAGE> 159
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
having it signed by their duly authorized officers as of the 3rd day of April,
1995.
DELAWARE MANAGEMENT COMPANY, INC.
Attest: /s/ Richelle S. Maestro By: /s/ Wayne A. Stork
-------------------------- ---------------------------
DELAWARE GROUP PREMIUM FUND, INC.
for the MONEY MARKET SERIES
Attest: /s/ Eric E. Miller By: /s/ Brian F. Wruble
-------------------------- -----------------------------
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<PAGE> 160
SCHEDULE A
COMPENSATION
As compensation for the services to be rendered to the Fund by the Investment
Manager under the provisions of this Agreement, the Fund shall pay to the
Investment Manager monthly from the Series' assets a fee (at an annual rate)
equal to the following percentage of the daily average net assets of the Series:
Series % per annum
------ -----------
Money Market Series .50%
The fee payable by the Series shall be reduced by a proportionate share of the
fees paid to members of the Board of Directors of the Fund during the same
period based upon the number of publicly offered Series of the Fund.
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<PAGE> 161
DELAWARE GROUP PREMIUM FUND, INC.
EQUITY/INCOME SERIES
HIGH YIELD SERIES
CAPITAL RESERVES SERIES
MULTIPLE STRATEGY SERIES
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made by and between DELAWARE GROUP PREMIUM FUND, INC. (the
"Fund"), a Maryland corporation, for the EQUITY/INCOME SERIES, the HIGH YIELD
SERIES, the CAPITAL RESERVES SERIES, the MULTIPLE STRATEGY SERIES, and any
additional Series that may subsequently subscribe to this Agreement
(collectively the "Series") and DELAWARE MANAGEMENT COMPANY, INC., a Delaware
corporation (the "Investment Manager").
W I T N E S S E T H:
WHEREAS, the Fund has been organized and operates as an investment
company registered under the Investment Company Act of 1940 and engages in the
business of investing and reinvesting its assets in securities; and
WHEREAS, the Investment Manager is a registered Investment Adviser
under the Investment Advisers Act of 1940 and engages in the business of
providing investment management services; and
WHEREAS, the parent company of the Investment Manager has completed a
merger transaction which resulted in a change of control of the Investment
Manager and an automatic termination of the previous Investment Management
Agreement for the Series dated as of the 29th day of June, 1988; and
<PAGE> 162
WHEREAS, the Board of Directors of the Fund and shareholders of the
Series have determined to enter into a new Investment Management Agreement with
the Investment Manager to be effective as of the date hereof.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and each of the parties hereto intending to be legally bound hereby,
it is agreed as follows:
l. The Fund hereby employs the Investment Manager to manage the
investment and reinvestment of Series' assets and to administer its affairs,
subject to the direction of the Board of Directors and officers of the Fund for
the period and on the terms hereinafter set forth. The Investment Manager hereby
accepts such employment and agrees during such period to render the services and
assume the obligations herein set forth for the compensation herein provided.
The Investment Manager shall, for all purposes herein, be deemed to be an
independent contractor, shall not in any way be deemed an agent of the Fund, and
shall, unless otherwise expressly provided and authorized, have no authority to
act for or represent the Fund in any way. The Investment Manager shall regularly
make decisions as to what securities to purchase and sell on behalf of the
Series and shall give written instructions to the Trading Department maintained
by the Fund for implementation of such decisions and shall furnish the Board of
Directors of the Fund with such information and reports regarding the Series'
investments as the Investment Manager deems appropriate or as the Directors of
the Fund may reasonably request.
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<PAGE> 163
2. The Fund shall conduct its own business and affairs and shall bear
the expenses and salaries necessary and incidental thereto including, but not in
limitation of the foregoing, the costs incurred in: the maintenance of its
corporate existence; the maintenance of its own books, records and procedures;
dealing with its own stockholders; the payment of dividends; transfer of stock;
issue, sale, redemption and repurchases of shares including costs and fees of
federal and state registrations; preparation of share certificates; reports and
notices to shareholders; calling and holding of stockholders' meetings;
miscellaneous office expenses; brokerage commissions; custodian fees; legal and
accounting fees; and taxes. The Fund shall bear all of its own organizational
costs.
Directors, officers and employees of the Investment Manager may be
directors, officers and employees of other funds which have the same Investment
Manager. Directors, officers and employees of the Investment Manager who are
Directors, officers and/or employees of the Fund shall not receive any
compensation from the Fund for acting in such dual capacity.
In the conduct of the respective business of the parties hereto and in
the performance of this Agreement, the Fund and the Investment Manager may share
facilities common to each, with appropriate proration of expenses between them.
3.(a) The Fund shall place and execute its own orders for the purchase
and sale of portfolio securities. Subject to the primary objective of obtaining
the best available prices and execution, the Fund will place orders for the
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<PAGE> 164
purchase and sale of portfolio securities with such broker/dealers selected from
among those designated from time to time by the Investment Manager who provide
statistical, factual and financial information and services to the Fund, to the
Investment Manager, or to any other fund for which the Investment Manager
provides investment advisory services and may place such orders with
broker/dealers who sell shares of the Fund or who sell shares of any other fund
for which the Investment Manager provides investment advisory services.
Broker/dealers who sell shares of the funds of which Delaware Management
Company, Inc. is Investment Manager shall only receive orders for the purchase
or sale of portfolio securities to the extent that the placing of such orders is
in compliance with the Rules of the Securities and Exchange Commission and the
National Association of Securities Dealers, Inc.
(b) Notwithstanding the provisions of subparagraph (a) above and
subject to such policies and procedures as may be adopted by the Board of
Directors and officers of the Fund, the Investment Manager may ask the Fund, and
the Fund may agree, to pay a member of an exchange, broker or dealer an amount
of commission for effecting a securities transaction in excess of the amount of
commission another member of an exchange, broker or dealer would have charged
for effecting that transaction, in such instances where it and the Investment
Manager have determined in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research services
-4-
<PAGE> 165
provided by such member, broker or dealer, viewed in terms of either that
particular transaction or the Investment Manager's overall responsibilities with
respect to the Fund and to other funds for which the Investment Manager
exercises investment discretion.
4. The Fund shall pay to the Investment Manager as compensation for its
services under this Agreement a fee for each Series as set forth in Schedule A
attached hereto and incorporated as a part hereof.
If this Agreement is terminated prior to the end of the calendar month,
the management fee shall be prorated for the portion of any month in which this
Agreement is in effect according to the proportion which the number of calendar
days during which the Agreement is in effect bears to the number of calendar
days in the month, and shall be payable within l0 days after the date of
termination.
5. The services to be rendered by the Investment Manager to the Fund
under the provisions of this Agreement are not to be deemed to be exclusive, and
the Investment Manager shall be free to render similar or different services to
others so long as its ability to render the services provided for in this
Agreement shall not be impaired thereby.
6. The Investment Manager, its Directors, officers, employees, agents
and shareholders may engage in other businesses, may render investment advisory
services to other investment companies, or to any other corporation,
association, firm or individual and may render underwriting services to the
-5-
<PAGE> 166
Fund or to any other investment company, corporation, association, firm or
individual.
7. In the absence of willful misfeasance, bad faith, gross negligence,
or a reckless disregard of the performance of duties of the Investment Manager
to the Fund, the Investment Manager shall not be subject to liabilities to the
Fund or to any shareholder of the Fund for any action or omission in the course
of, or connected with, rendering services hereunder or for any losses that may
be sustained in the purchase, holding or sale of any security, or otherwise.
8. This Agreement shall be executed and become effective as of the
date written below if approved by the vote of a majority of the outstanding
voting securities of the Series. It shall continue in effect for a period of two
years from the date of execution of this Agreement and may be renewed thereafter
only so long as such renewal and continuance is specifically approved at least
annually by the Board of Directors or by vote of a majority of the outstanding
voting securities of the Series and only if the terms and the renewal hereof
have been approved by the vote of a majority of the Directors of the Fund, who
are not parties hereto or interested persons of any such party, cast in person
at a meeting called for the purpose of voting on such approval. No amendment to
this Agreement shall be effective unless the terms thereof have been approved by
the vote of a majority of the outstanding voting securities of the Series and by
the vote of a majority of Directors of the Fund who are not parties to the
Agreement or interested persons of any such party, cast in person at a meeting
-6-
<PAGE> 167
called for the purpose of voting on such approval. Notwithstanding the
foregoing, this Agreement may be terminated by the Fund at any time, without the
payment of a penalty, on sixty days' written notice to the Investment Manager of
the Fund's intention to do so, pursuant to action by the Board of Directors of
the Fund or pursuant to vote of a majority of the outstanding voting securities
of the Series. The Investment Manager may terminate this Agreement at any time,
without the payment of penalty on sixty days' written notice to the Fund of its
intention to do so. Upon termination of this Agreement, the obligations of all
the parties hereunder shall cease and terminate as of the date of such
termination, except for any obligation to respond for a breach of this Agreement
committed prior to such termination, and except for the obligation of the Fund
to pay to the Investment Manager the fee provided in Paragraph 4 hereof,
prorated to the date of termination. This Agreement shall automatically
terminate in the event of its assignment.
9. This Agreement shall extend to and bind the heirs, executors,
administrators and successors of the parties hereto.
l0. For the purposes of this Agreement, the terms "vote of a majority
of the outstanding voting securities"; "interested persons"; and "assignment"
shall have the meanings defined in the Investment Company Act of l940.
-7-
<PAGE> 168
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
having it signed by their duly authorized officers as of the 3rd day of April,
1995.
DELAWARE MANAGEMENT COMPANY, INC.
Attest: /s/ Richelle S. Maestro By: /s/ Wayne A. Stork
-------------------------- ---------------------------------
DELAWARE GROUP PREMIUM FUND INC. for
the EQUITY/INCOME SERIES,
the HIGH YIELD SERIES,
the CAPITAL RESERVES SERIES AND
the MULTIPLE STRATEGY SERIES
Attest: /s/ Eric E. Miller By: /s/ Brian F. Wruble
-------------------------- ----------------------------------
-8-
<PAGE> 169
SCHEDULE A
COMPENSATION
As compensation for the services to be rendered to the Fund by the Investment
Manager under the provisions of this Agreement, the Fund shall pay to the
Investment Manager monthly from each Series' assets a fee (at an annual rate)
equal to the following percentage of the daily average net assets of each
Series:
Series % per annum
-------- -------------
Equity/Income Series .60%
High Yield Series .60%
Capital Reserves Series .60%
Multiple Strategy Series .60%
The fee payable by each Series shall be reduced by a proportionate share of the
fees paid to members of the Board of Directors of the Fund during the same
period based upon the number of publicly offered Series of the Fund.
<PAGE> 170
DELAWARE GROUP PREMIUM FUND, INC.
VALUE SERIES
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, made by and between DELAWARE GROUP PREMIUM FUND, INC., a
Maryland corporation (the "Fund") for the VALUE SERIES (the "Series") and
DELAWARE MANAGEMENT COMPANY, INC., a Delaware corporation (the "Investment
Manager").
W I T N E S S E T H:
WHEREAS, the Fund has been organized and operates as an investment
company registered under the Investment Company Act of 1940 and engages in the
business of investing and reinvesting its assets in securities; and
WHEREAS, the Investment Manager is a registered Investment Adviser
under the Investment Advisers Act of 1940 and engages in the business of
providing investment management services; and
WHEREAS, the parent company of the Investment Manager has completed a
merger transaction which resulted in a change of control of the Investment
Manager and an automatic termination of the previous Investment Management
Agreement for the Series dated as of the 13th day of December, 1993; and
WHEREAS, the Board of Directors of the Fund and shareholders of the
Series have determined to enter into a new Investment Management Agreement with
the Investment Manager to be effective as of the date hereof.
<PAGE> 171
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and each of the parties hereto intending to be legally bound hereby,
it is agreed as follows:
1. The Fund hereby employs the Investment Manager to manage the
investment and reinvestment of the Series' assets and to administer its affairs,
subject to the direction of the Board and officers of the Fund for the period
and on the terms hereinafter set forth. The Investment Manager hereby accepts
such employment and agrees during such period to render the services and assume
the obligations herein set forth for the compensation herein provided. The
Investment Manager shall for all purposes herein, be deemed to be an independent
contractor, and shall, unless otherwise expressly provided and authorized, have
no authority to act for or represent the Fund in any way, or in any way be
deemed an agent of the Fund. The Investment Manager shall regularly make
decisions as to what securities to purchase and sell on behalf of the Series,
and shall give written instructions to the Trading Department maintained by the
Fund for implementation of such decisions and shall furnish the Board of
Directors of the Fund with such information and reports regarding the Series'
investments as the Investment Manager deems appropriate or as the Directors of
the Fund may reasonably request.
2. The Fund shall conduct its own business and affairs and shall bear
the expenses and salaries necessary and incidental thereto including, but not in
limitation of the foregoing, the costs incurred in: the maintenance of its
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<PAGE> 172
corporate existence; the maintenance of its own books, records and procedures;
dealing with its own shareholders; the payment of dividends; transfer of stock,
including issuance, redemption and repurchase of shares; preparation of share
certificates; reports and notices to shareholders; calling and holding of
shareholders' meetings; miscellaneous office expenses; brokerage commissions;
custodian fees; legal and accounting fees; taxes; and federal and state
registration fees.
Directors, officers and employees of the Investment Manager may be
directors, officers and employees of other funds which have the same Investment
Manager. Directors, officers and employees of the Investment Manager who are
Directors, officers and/or employees of the Fund shall not receive any
compensation from the Fund for acting in such dual capacity.
In the conduct of the respective business of the parties hereto and in
the performance of this Agreement, the Fund and the Investment Manager may share
facilities common to each, with appropriate proration of expenses between them.
3. (a) The Fund shall place and execute its own orders for the purchase
and sale of portfolio securities. Subject to the primary objective of obtaining
the best available price and execution, the Fund will place orders for the
purchase and sale of portfolio securities with such broker/dealers selected from
among those designated from time to time by the Investment Manager who provide
statistical, factual and financial information and services to the Fund, to the
-3-
<PAGE> 173
Investment Manager, or to any other fund for which the Investment Manager
provides investment advisory services. Broker/dealers who sell shares of the
funds of which Delaware Management Company, Inc. is Investment Manager shall
only receive orders for the purchase or sale of portfolio securities to the
extent that the placing of such orders is in compliance with the Rules of the
Securities and Exchange Commission and the National Association of Securities
Dealers, Inc.
(b) Notwithstanding the provisions of subparagraph (a) above and
subject to such policies and procedures as may be adopted by the Board of
Directors and officers of the Fund, the Investment Manager may ask the Fund and
the Fund may agree to pay a member of an exchange, broker or dealer an amount of
commission for effecting a securities transaction in excess of the amount of
commission another member of an exchange, broker or dealer would have charged
for effecting that transaction, in such instances where it and the Investment
Manager have determined in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research services
provided by such member, broker or dealer, viewed in terms of either that
particular transaction or the Investment Manager's overall responsibilities with
respect to the Fund and to other funds and other advisory accounts for which the
Investment Manager exercises investment discretion.
-4-
<PAGE> 174
4. As compensation for the services to be rendered to the Fund by the
Investment Manager under the provisions of this Agreement, the Fund shall pay to
the Investment Manager monthly from the Series' assets a fee (at an annual rate)
equal to .75% of the average daily net assets of the Series during the month.
If this Agreement is terminated prior to the end of any calendar month,
the management fee shall be prorated for the portion of any month in which this
Agreement is in effect according to the proportion which the number of calendar
days, during which the Agreement is in effect, bears to the number of calendar
days in the month, and shall be payable within 10 days after the date of
termination.
5. The services to be rendered by the Investment Manager to the Fund
under the provisions of this Agreement are not to be deemed to be exclusive, and
the Investment Manager shall be free to render similar or different services to
others so long as its ability to render the services provided for in this
Agreement shall not be impaired thereby.
6. The Investment Manager, its directors, officers, employees, agents
and shareholders may engage in other businesses, may render investment advisory
services to other investment companies, or to any other corporation,
association, firm or individual, and may render underwriting services to the
Fund or to any other investment company, corporation, association, firm or
individual.
-5-
<PAGE> 175
7. In the absence of willful misfeasance, bad faith, gross negligence,
or a reckless disregard of the performance of duties of the Investment Manager
to the Fund, the Investment Manager shall not be subject to liabilities to the
Fund or to any shareholder of the Fund for any action or omission in the course
of, or connected with, rendering services hereunder or for any losses that may
be sustained in the purchase, holding or sale of any security, or otherwise.
8. This Agreement shall be executed and become effective as of the date
written below. It shall continue in effect for a period of two years and may be
renewed thereafter only so long as such renewal and continuance is specifically
approved at least annually by the Board of Directors or by vote of a majority of
the outstanding voting securities of the Series and only if the terms and the
renewal hereof have been approved by the vote of a majority of the Directors of
the Fund, who are not parties hereto or interested persons of any such party,
cast in person at a meeting called for the purpose of voting on such approval.
No amendment to this Agreement shall be effective unless the terms thereof have
been approved by the vote of a majority of the outstanding voting securities of
the Series and by the vote of a majority of Directors of the Fund who are not
parties to the Agreement or interested persons of any such party, cast in person
at a meeting called for the purpose of voting on such approval. Notwithstanding
the foregoing, this Agreement may be terminated by the Fund at any time, without
the payment of a penalty, on sixty days' written notice to the Investment
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<PAGE> 176
Manager of the Fund's intention to do so, pursuant to action by the Board of
Directors of the Fund or pursuant to vote of a majority of the outstanding
voting securities of the Series. The Investment Manager may terminate this
Agreement at any time, without the payment of a penalty on sixty days' written
notice to the Fund of its intention to do so. Upon termination of this
Agreement, the obligations of all the parties hereunder shall cease and
terminate as of the date of such termination, except for any obligation to
respond for a breach of this Agreement committed prior to such termination, and
except for the obligation of the Fund to pay to the Investment Manager the fee
provided in Paragraph 4 hereof, prorated to the date of termination. This
Agreement shall automatically terminate in the event of its assignment.
9. This Agreement shall extend to and bind the heirs, executors,
administrators and successors of the parties hereto.
10. For the purposes of this Agreement, the terms "vote of a majority
of the outstanding voting securities"; "interested persons"; and "assignment"
shall have the meanings defined in the Investment Company Act of 1940.
-7-
<PAGE> 177
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
having it signed by their duly authorized officers as of the 3rd day of April,
1995.
DELAWARE GROUP PREMIUM FUND, INC.
for the VALUE SERIES
Attest: /s/ Eric E. Miller By: /s/ Brian F. Wruble
---------------------- ----------------------------------
DELAWARE MANAGEMENT COMPANY, INC.
Attest: /s/ Richelle S. Maestro By: /s/ Wayne A. Stork
------------------------ -----------------------------------
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<PAGE> 178
EX-1.EXHIBIT 24(b)(6)(b)
---------------------------------
Administration and Service Agreement
Gentlemen:
This Administration and Service Agreement ("Agreement") has been adopted
pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "Act") by
each fund in the _____________________ listed on Exhibit A hereto (each
individually a "Fund" and collectively the "Funds"), as part of a plan pursuant
to said rule (each individually a "Plan" and collectively the "Plans"). Each
Plan has been approved by a majority of the Directors or Trustees, as relevant,
who are not interested persons of the Fund and who have no direct or indirect
financial interest in the operation of the Plan (the "non-interested
Directors"), cast in person at a meeting called for the purpose of voting on
such Plan. Such approval included a determination that in the exercise of the
reasonable business judgment of each Board of Directors or Trustees and in light
of the Directors' or Trustees' fiduciary duties, there is a reasonable
likelihood that the Plan will benefit each Fund and its shareholders. Each Plan
and the compensation to be paid under such Plan has also been approved by a vote
of at least a majority of the outstanding voting securities of such Fund, as
defined in the Act.
The Plan(s) and this Agreement shall continue in effect for a period of
more than one year from the date of execution or adoption only so long as such
continuance is approved at least annually by the non-interested Directors or
Trustees in the manner described in the preceding paragraph. In voting to
continue a Plan, Directors and Trustees have a duty to request and evaluate, and
any contra party hereto has a duty to furnish, such information as may
reasonably be necessary to an informed determination of whether the Plan should
be continued. Similarly, in voting to continue a Plan, Directors or Trustees
must conclude, in the exercise of their reasonable business judgment and in
light of their fiduciary duties, that there is a reasonable likelihood that the
Plan will benefit the Fund and its shareholders.
TERMS
1. To the extent you provide administrative and other services, including,
but not limited to, furnishing personal and other services and assistance to
your customers who own Fund shares, answering routine inquiries regarding a
Fund, assisting in changing account designations and addresses, maintaining such
accounts or such other services as a Fund may require, to the extent permitted
by applicable statutes, rules, or regulations, we shall pay you a fee based on
the value of the shares of each Fund which are attributable to customers of your
firm (all such shares being hereinafter referred to as "qualified assets")
calculated on the basis and at the rate set forth in the Schedule attached
hereto and made a part of this Agreement (the "Schedule").
2. Without prior approval by a majority of the outstanding shares of a
Fund, the aggregate annual fees paid to you pursuant to the Schedule attached
hereto shall not exceed the amount stated as the "annual maximum" on the
Schedule, which amount shall be a specified percent of the value of the Fund's
net assets held in your customers' accounts which are eligible for payment
pursuant to this Agreement (determined in the same manner as each Fund uses to
compute its net assets as set forth in its effective Prospectus).
3. You shall furnish us and each Fund with such information as shall
reasonably be requested by the Board of Directors or Trustees with respect to
the fees paid to you pursuant to the Schedule.
<PAGE> 179
4. We shall furnish to the Board of Directors or Trustees, for their
review, on a quarterly basis, a written report of the amounts expended under the
Plan by us with respect to the relevant Fund and the purposes for which such
expenditures were made.
5. As to a Fund, this Agreement may be terminated by us or by you, by the
vote of a majority of the Directors or Trustees with responsibility for such
Fund who are non-interested Directors, or by a vote of a majority of the
outstanding voting securities of such Fund, on sixty (60) days' written notice
all without payment of any penalty. This Agreement shall also be terminated
automatically by any act that terminates a Fund's Underwriting Agreement with
its Underwriter or a Fund's Management Agreement with its manager.
6. Any obligation assumed by a Fund pursuant to this Agreement shall be
limited in all cases to the assets of such Fund and no person shall seek
satisfaction thereof from shareholders of a Fund.
7. The provisions of the Plan between each Fund and us, insofar as they
relate to you, are incorporated herein by reference.
8. This Agreement shall take effect on the date set forth
on the attached Schedule.
9. The terms and provisions of the current Prospectus and Statement of
Additional Information for each relevant Fund are hereby accepted and agreed to
by the parties hereto as evidenced by our execution hereof.
GENERAL
10. Governing Law. This Agreement will be governed by and construed in
accordance with the law of the State of ____________, without reference to that
state's choice of law doctrine.
11. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but such
counterparts shall, together, constitute only one Agreement.
12. Severability. In the event that any provision of this Agreement, or the
application of any such provision to any person or set of circumstances, shall
be determined to be invalid, unlawful, void or unenforceable to any extent, the
remainder of this Agreement, and the application of such provision to persons or
circumstances other than those as to which it is determined to be invalid,
unlawful, void or unenforceable, shall not be impaired or otherwise affected and
shall continue to be valid and enforceable to the fullest extent permitted by
law.
13. Entire Agreement. This Agreement sets forth the entire understanding
of the parties hereto and supersedes all prior agreements and understandings
between the parties hereto relating to the subject matter hereof.
14. Headings. The underlined headings contained herein are for
convenience of reference only, shall not be deemed to be a part of this
Agreement and shall not be referred to in connection with the interpretation
hereof.
-----------------------------------
By:
-----------------------------------
Agreed and Accepted:
- ------------------------------
(Name)
By:
----------------------------
(Authorized Officer)
<PAGE> 180
---------------------------------------
SCHEDULE TO ADMINISTRATION AND SERVICE AGREEMENT
---------------------------------
AND
Pursuant to the provisions of the Administration and Service Agreement
between the above parties, each Fund listed below shall pay a fee to the
above-named party based on the net asset value of each Fund's shares during the
period indicated which are attributable to the above-named party calculated as
follows:
Frequency of
Name of Fund Amount Reimbursement
- ------------ ------ -------------
- ---------------------- ------------------------------
(Name)
By: By:
------------------------- ------------------------------
(Authorized Officer)
Dated:
----------------------
<PAGE> 181
EX-1.EXHIBIT 24(b)(6)(c)
DELAWARE
GROUP Dealer's Agreement
========
- ---------------------------------------------------------------------------
We invite you, as a selected dealer, to participate as principal in the
distribution of the shares of all of the Funds in the Delaware Group of
Investment Companies which retain us, Delaware Distributors, L.P., to act as
exclusive national distributor. The term "Fund" as used in this Agreement,
refers to each Fund in the Delaware Group which retains us to promote and
sell its shares, and any Fund which may hereafter be added to the Delaware
Group and retain us as national distributor. Such additional Funds will be
included in this Agreement upon our providing you with written notice of such
inclusion.
OFFERING PRICE TO PUBLIC: Orders for shares received from you and accepted by
a Fund or its agent, Delaware Service Company, Inc., will be at the public
offering price applicable to each order as set forth in that Fund's
Prospectus. The manner of computing the net asset value of shares, the public
offering price and the effective time of orders received from you are
described in the Prospectus for each Fund. We reserve the right, at any time
and without notice, to suspend the sale of Fund Shares.
CONCESSIONS TO YOU: You will be entitled to deduct the applicable concession
as set forth in the then current Prospectus of a Fund from the purchase price
of certain purchase orders placed by you for shares of a Fund having a sales
charge. We reserve the right from time to time, without prior notice, to
modify, suspend or eliminate such concessions by amendment, sticker or
supplement to the Prospectus for the Fund. If any shares confirmed to you
under the terms of this Agreement are redeemed or repurchased by the Fund or
by us as agent for the Fund, or are tendered for redemption or repurchase,
within seven business days after the date of our confirmation of the original
purchase order, you shall promptly refund to us the concession allowed to you
on such shares.
PURCHASE PLANS: The purchase price on all orders placed by you and any
concessions or other fees otherwise due to you under this Agreement will be
subject to the then current terms and provisions of any applicable special
plans and accounts (e.g., volume purchases, letters of intent, right of
accumulation, combined purchases privilege, exchange and reinvestment
privileges and retirement plan accounts) as set forth from time to time in
the Prospectus. We must be notified when an order is placed if it qualifies
for a reduced sales charge under any of these plans. We reserve the right, at
any time, without prior notice, to modify, suspend or eliminate any such
plans or accounts by amendment, sticker or supplement to the Prospectus for
the Fund.
SALES, ORDERS AND CONFIRMATIONS: In offering Fund shares to the public or
otherwise, you shall act as dealer for your own account, and in no
transaction shall you have any authority to act as agent for the Fund, for
any other selected dealer or for us. No person is authorized to make any
representations concerning the shares of the Fund except those contained in
the Prospectus and in written information issued by the Fund or by us as a
supplement to such Prospectus. In purchasing Fund shares, you shall rely only
on such representations.
All sales must be made subject to confirmation and orders are subject to
acceptance or rejection by the Fund in its sole discretion. Your orders must be
wired, telephoned or written to the Fund or its agent. You agree to place
orders for the same number of shares sold by you at the price at which such
shares are sold. You agree that you will not purchase Fund shares except for
investment or for the purpose of covering purchase orders already received
and that you will not, as principal, sell Fund shares unless purchased by you
from the Fund under the terms hereof. You also agree that you will not
withhold placing with us orders received from your customers so as to profit
yourself from such withholding. Each of your orders shall be confirmed by you
in writing on the same day.
<PAGE> 182
PAYMENT AND ISSUANCE OF CERTIFICATES: The shares purchased by you hereunder
shall be paid for in full at the public offering price, less any concession to
you as set forth above, by check payable to the Fund, at its office, within five
business days after our acceptance of your order. If not so paid, we reserve the
right to cancel the sale and to hold you responsible for any loss sustained by
us or the Fund (including lost profit) in consequence. Certificates representing
the Fund's shares will not be issued unless a specific request is received from
the purchaser. Certificates, if requested, will be issued in the names indicated
by registration instructions accompanying your payment.
REDEMPTION: The Prospectus describes the provisions whereby the Fund, under
all ordinary circumstances, will redeem shares held by shareholders on
demand. You agree that you will not make any representations to shareholders
relating to the redemption of their shares other than the statements
contained in the Prospectus and the underlying organizational documents of
the Fund, to which it refers, and that you will quote as the redemption price
only the price determined by the Fund. You shall not repurchase any shares
from your customers at a price below that next quoted by the Fund for
redemption. You may charge a reasonable fee for services in connection with
the repurchase by you from your customers of shares. You may hold such
repurchased shares only for investment purposes or submit such shares to the
Fund for redemption.
12b-1 PLAN: With respect to any Fund that has a Distribution Plan under Rule
12b-1 (a "12b-1 Plan") of the Investment Company Act of 1940 (the "1940
Act"), we expect you to provide distribution and marketing services in the
promotion of the Fund's shares and services and assistance to your customers
who own Fund shares, including but not limited to, answering inquiries
regarding the Fund or the status of a customer's account, assisting in
changing dividend options, account designations and addresses and providing
information to customers relating to maintaining their investment in the
Fund. For such services we will pay you a fee, as established by us from time
to time, based on a portion of the net asset value of the accounts of your
clients in the Fund. We are permitted to make this payment under the terms of
the 12b-1 Plans adopted by certain of the Funds, as such Plans may be in
effect from time to time; provided, however, that no payments shall be due
and paid to you hereunder unless and until the form of this Agreement shall
have been approved by a majority of the Board of Directors or Trustees of the
Fund and by a majority of the directors or trustees who are not "interested
persons" of us, the Fund or its investment manager, as such term is defined
in the 1940 Act (i.e., non-interested directors or trustees) by vote cast in
person at a meeting called for the purpose of voting on this form of
Agreement. The 12b-1 Plans in effect on the date of this Agreement are
substantially in the form set forth as Exhibit A hereto. Each Fund reserves the
right to terminate or suspend its 12b-1 Plan at any time as specified in the
Plan and we reserve the right, at any time, without notice, to modify, suspend
or terminate payments hereunder in connection with such 12b-1 Plan. You will
furnish the Fund and us with such information as may be reasonably requested
by the Fund or its directors or trustees or by us with respect to such fees
paid to you pursuant to this Agreement.
LEGAL COMPLIANCE: This Agreement and any transaction with, or payment to, you
pursuant to the terms hereof is conditioned on your representation to us
that, as of the date of this Agreement you are, and at all times during its
effectiveness you will be: (a) a registered broker/dealer under the
Securities Exchange Act of 1934 and qualified under applicable state
securities laws in each jurisdiction in which you are required to be
qualified to act as a broker/dealer in securities, and a member in good
standing of the National Association of Securities Dealers, Inc. (the "NASD");
or (b) a foreign broker/dealer not eligible for membership in the NASD and
otherwise in compliance with applicable U.S. federal and state securities
laws. You agree to notify us promptly in writing and immediately suspend sales
of Fund shares if this representation ceases to be true. You also agree that,
whether you are a member of the NASD or a foreign broker/dealer not eligible
for such membership, you will comply with the rules of the NASD including, in
particular, Sections 2 and 26 of Article III thereof, and that you will
maintain adequate records with respect to your transactions with the Funds.
<PAGE> 183
BLUE SKY MATTERS: We shall have no obligation or responsibility with respect
to your right to sell Fund shares in any state or jurisdiction. From time to
time we may furnish you with information identifying the states and
jurisdictions under the securities laws of which it is believed a Fund's
shares may be sold. You will not transact orders for Fund shares in states or
jurisdictions in which we indicate Fund shares may not be sold. You agree to
offer and sell Fund shares outside the United States only in compliance with
all applicable laws, rules and regulations of any foreign government having
jurisdiction over such transactions in addition to any applicable laws, rules
and regulations of the United States.
LITERATURE: We will furnish you with copies of each Fund's Prospectus, sales
literature and other information made publicly available by the Fund, in
reasonable quantities upon your request. You agree to deliver a copy of the
current Prospectus in accordance with the provisions of the Securities Act of
1933 to each purchaser of Fund shares for whom you act as broker. We shall
file Fund sales literature and promotional material with NASD and SEC as
required. You may not publish or use any sales literature or promotional
materials with respect to the Funds without our prior review and written
approval.
NOTICES AND COMMUNICATIONS: All communications from you should be addressed
to us at One Commerce Square, 2005 Market Street, Philadelphia, PA 19103. Any
notice from us to you shall be deemed to have been duly given if mailed or
telegraphed to you at the address set forth below. Each of us may change the
address to which notices shall be sent by notice to the other in accordance
with the terms hereof.
TERMINATION: This Agreement may be terminated by either party at any time by
written notice to that effect and will terminate without notice upon the
appointment of a trustee for you under the Securities Investor Protection
Act, or any other act of insolvency by you. Notwithstanding the termination
of this Agreement, you shall remain liable for any amounts otherwise owing to
us or the Funds and for your portion of any transfer tax or other liability
which may be asserted or assessed against the Fund, or us, or upon any one or
more of the selected dealers based upon the claim that the selected dealers
or any of them constitute a partnership, an unincorporated business or other
separate entity.
AMENDMENT: This Agreement may be amended or revised at any time by us upon
notice to you and, unless you notify us in writing to the contrary, you will
be deemed to have accepted such modifications. Additional or modified forms
of Rule 12b-1 Plans may be included in this Agreement from time to time.
GENERAL: Your acceptance hereof will constitute an obligation on your part to
observe all the terms and conditions hereof. In the event you breach any of
the terms and conditions of this Agreement, you will indemnify us, the Funds,
and our affiliates for any damages, losses, costs and expenses (including
reasonable attorneys' fees) arising out of or relating to such breach and we
may offset any such damages, losses, costs and expenses against any amounts
due to you hereunder. Nothing contained herein shall constitute you, us and
any dealers an association or partnership. All references in this Agreement
to the "Prospectus" refer to the then current version of the Prospectus and
include the Statement of Additional Information incorporated by reference
therein and any stickers or supplements thereto. This Agreement supercedes
and replaces any prior agreement between us and you with respect to your
purchase and sale of Fund shares and is to be construed in accordance with
the laws of the State of Delaware.
Please confirm this Agreement by executing one copy of this Agreement below
and returning it to us. Keep the enclosed duplicate copy for your records.
DELAWARE DISTRIBUTORS, L.P.
By: Delaware Distributors, Inc., General Partner
By: /s/ Keith E. Mitchell
----------------------------------------
Name: Keith E. Mitchell
Title: President/Chief Executive Officer
<PAGE> 184
_____________________________________________________________________________
DEALER'S AGREEMENT ACCEPTANCE
DELAWARE DISTRIBUTORS, L.P.
The undersigned hereby confirms the Dealer's Agreement and acknowledges that
any purchase of Fund shares made during the effectiveness of this Agreement
is subject to all the applicable terms and conditions set forth in this
Agreement, and agrees to pay for the shares at the price and upon the terms
and conditions stated in the Agreement. The undersigned hereby acknowledges
receipt of Prospectuses relating to the Fund shares and confirms that, in
executing the Dealer's Agreement, it has relied on such Prospectuses and not
on any other statement whatsoever, written or oral.
INVESTMENT DEALER PLEASE SIGN HERE AND COMPLETE BELOW
BY:_________________________________________ DATE________________________
Name:_______________________________________
Title:______________________________________
____________________________________________
FIRM
____________________________________________
FIRM'S TAX IDENTIFICATION NUMBER
____________________________________________
STREET ADDRESS
____________________________________________
CITY/STATE/ZIP
<PAGE> 185
EXHIBIT A-1
FORM OF 12b-1 PLANS
A CLASS AND CONSULTANT CLASS SHARES
The 12b-1 Plans adopted by Funds in the Delaware Group
offering A Class Shares that are subject to a front-end sales
charge or Consultant Class Shares (money market funds) are
substantially in the following form:
DISTRIBUTION PLAN
The following Distribution Plan (the "Plan") has been adopted pursuant to Rule
12b-1 under the Investment Company Act of 1940 (the "Act") by the Fund (the
"Fund"), on behalf of the Fund_______________ Class ("Class"). The Plan has
been approved by a majority of the Board of Directors, including a majority of
the directors who are not interested persons of the Fund and who have no
direct or indirect financial interest in the operation of the Plan or in any
agreements related thereto, cast in person at a meeting called for the
purpose of voting on such Plan. Such approval by the directors included a
determination that in the exercise of reasonable business judgment and in
light of their fiduciary duties, there is a reasonable likelihood that the
Plan will benefit the Fund and its shareholders. The Plan has also been
approved by a vote of the holders of a majority of the outstanding voting
securities of the Class as defined in the Act.
The Fund is a corporation organized under the laws of the State of Maryland
authorized to issue different series of securities and is an open-end
management investment company registered under the Act. Delaware Management
Company, Inc. ("DMC") or Delaware International Advisers Ltd. ("Delaware
International"), an affiliate of DMC, serves as the Fund's investment adviser
and manager pursuant to an Investment Management Agreement. Delaware Service
Company, Inc. serves as the Fund's shareholder servicing, dividend disbursing
and transfer agent. Delaware Distributors, L.P. (the "Distributor") is the
principal underwriter and national distributor for the Fund's shares,
including shares of the Class, pursuant to the Distribution Agreement between
the Distributor and the Fund ("Distribution Agreement").
The Distributor may enter into agreements with other registered
broker/dealers substantially in the form of the Dealer Agreement in the
implementation of this Plan and of the Distribution Agreement between it and
the Fund. The Fund may, in addition, enter into arrangements with other than
broker/dealers which are not "affiliated persons" or "interested persons" of
the Fund, DMC, Delaware International, or the Distributor to provide to the
Fund services in the Fund's marketing of shares of the Class, such
arrangements to be reflected by Service Agreements.
The Plan provides that:
1. The Fund shall pay a monthly fee not to exceed 0.3% (3/10 of 1%) per annum
of the Fund's average daily net assets represented by shares of the Class
(the "Maximum Amount") as may be determined by the Fund's Board of Directors
from time to time. Such monthly fee shall be reduced by the aggregate sums
paid by the Fund to other than broker-dealers (the "Service Providers")
pursuant to Service Agreements referred to above.
2. (a) The Distributor shall use the monies paid to it pursuant to paragraph 1
above to furnish, or cause or encourage others to furnish, services and
incentives in connection with the promotion, offering and sale of Class
shares and, where suitable and appropriate, the retention of Class shares by
shareholders.
(b) The Service Providers shall use the monies paid respectively
to them to reimburse themselves for the actual costs they have incurred in
confirming that their customers have received the Prospectus and Statement of
Additional Information, if applicable, and as a fee for: (1) assisting such
customers in maintaining proper records with the Fund; (2) answering
questions relating to their respective accounts; and (3) aiding in
maintaining the investment of their respective customers in the Class.
<PAGE> 186
3. The Distributor shall report to the Fund at least monthly on the amount and
the use of the monies paid to it under the Plan. The Service Providers shall
inform the Fund monthly and in writing of the amounts each claims under the
Service Agreement and the Plan; both the Distributor and the Service
Providers shall furnish the Board of Directors of the Fund with such other
information as the Board may reasonably request in connection with the
payments made under the Plan and the use thereof by the Distributor and the
Service Providers, respectively, in order to enable the Board to make an
informed determination of the amount of the Fund's payments and whether the
Plan should be continued.
4. The officers of the Fund shall furnish to the Board of Directors of the
Fund, for their review, on a quarterly basis, a written report of the amounts
expended under the Plan and the purposes for which such expenditures were
made.
5. This Plan shall take effect on the date on which the Class commences
operations with public shareholders ("Commencement Date"); thereafter, it
shall continue in effect for a period of more than one year from the
Commencement Date only so long as such continuance is specifically approved at
least annually by a vote of the Board of Directors of the Fund, and of the
directors who are not interested persons of the Fund and have no direct or
indirect financial interest in the operation of the Plan or in any agreements
related to the Plan ("non-interested directors"), cast in person at a meeting
called for the purpose of voting on such Plan.
6. (a) The Plan may be terminated at any time by vote of a majority of the
non-interested directors or by vote of a majority of the outstanding voting
securities of the Class.
(b) The Plan may not be amended to increase materially the amount
to be spent for distribution pursuant to paragraph 1 thereof without approval
by the shareholders of the Class.
7. The Distribution Agreement between the Fund and the Distributor, and the
Service Agreements between the Fund and the Service Providers, shall
specifically have a copy of this Plan attached to and its terms and
provisions incorporated respectively by reference in such agreements.
8. All material amendments to this Plan shall be approved by the
non-interested directors in the manner described in paragraph 5 above.
9. So long as the Plan is in effect, the selection and nomination of the
Fund's non-interested directors shall be committed to the discretion of such
non-interested directors.
10. The definitions contained in Sections 2(a)(3), 2(a)(4), 2(a)(19) and
2(a)(42) of the Act shall govern the meaning of "affiliated person,"
"assignment," "interested person(s)" and "vote of a majority of the
outstanding voting securities," respectively, for purposes of this Plan.
<PAGE> 187
Exhibit A-2
FORM OF 12b-1 PLANS
B CLASS SHARES
The 12b-1 Plans adopted by the Funds in the Delaware Group
offering B Class Shares are substantially in the following form:
DISTRIBUTION PLAN
The following Distribution Plan (the "Plan") has been adopted pursuant to Rule
12b-1 under the Investment Company Act of 1940 (the "Act") by the Fund (the
"Fund"), on behalf of the Fund B Class (the "Class"). The Plan has been
approved by a majority of the Board of Directors, including a majority of the
Directors who are not interested persons of the Fund and who have no direct or
indirect financial interest in the operation of the Plan or in any agreements
related thereto, cast in person at a meeting called for the purpose of voting
on such Plan. Such approval by the Directors included a determination that in
the exercise of reasonable business judgment and in light of their fiduciary
duties, there is a reasonable likelihood that the Plan will benefit the Fund
and its shareholders. The Plan has been approved by a vote of the holders of
a majority of the outstanding voting securities of the Class, as defined in
the Act.
The Fund is a corporation organized under the laws of the State of Maryland,
is authorized to issue different series and classes of securities and is an
open-end management investment company registered under the Act. Delaware
Management Company, Inc. ("DMC") or Delaware International Advisers Ltd.
("Delaware International"), an affiliate of DMC, serves as the Fund's
investment adviser and manager pursuant to an Investment Management
Agreement. Delaware Service Company, Inc. serves as the Fund's shareholder
servicing, dividend disbursing and transfer agent. Delaware Distributors,
L.P. (the "Distributor") is the principal underwriter and national
distributor for the Fund's shares, including shares of the Class, pursuant to
the Distribution Agreement between the Distributor and the Fund
("Distribution Agreement").
The Plan provides that:
1.(a) The Fund shall pay to the Distributor a monthly fee not to exceed 0.75%
(3/4 of 1%) per annum of the Fund's average daily net assets represented by
shares of the Class as may be determined by the Fund's Board of Directors
from time to time.
(b) In addition to the amounts described in paragraph 1(a) above, the Fund
shall pay: (i) to the Distributor for payment to dealers or others; or (ii)
directly to others, an amount not to exceed 0.25% (1/4 of 1%) per annum of
the Fund's average daily net assets represented by shares of the Class, as a
service fee pursuant to dealer or servicing agreements, the forms of which
have been approved from time to time by the Fund's Board of Directors.
2.(a) The Distributor shall use the monies paid to it pursuant to paragraph
1(a) above to assist in the distribution and promotion of shares of the
Class. Payments made to the Distributor under the Plan may be used for, among
other things, preparation and distribution of advertisements, sales
literature and prospectuses and reports used for sales purposes, as well as
compensation related to sales and marketing personnel, and holding special
promotions. In addition, such fees may be used to pay for advancing the
commission costs to dealers with respect to the sale of Class shares.
(b) The monies to be paid pursuant to paragraph 1(b) above shall be used to
pay dealers or others for, among other things, furnishing personal services
and maintaining shareholder accounts, which services include confirming that
customers have received the Prospectus and Statement of Additional
Information, if applicable; assisting such customers in maintaining proper
records with the Fund; answering questions relating to their respective
accounts; and aiding in maintaining the investment of their respective
customers in the Fund.
<PAGE> 188
3. The Distributor shall report to the Fund at least monthly on the amount
and the use of the monies paid to it under paragraph 1(a) above. In addition,
the Distributor and others shall inform the Fund monthly and in writing of
the amounts paid under paragraph 1(b) above; both the Distributor and any
others receiving fees under the Plan shall furnish the Board of Directors of
the Fund with such other information as the Board may reasonably request in
connection with the payments made under the Plan and the use thereof by the
Distributor and others in order to enable the Board to make an informed
determination of the amount of the Fund's payments and whether the Plan
should be continued.
4. The officers of the Fund shall furnish to the Board of Directors of the
Fund, and the Directors shall review, on a quarterly basis, a written report
of the amounts expended under the Plan and the purposes for which such
expenditures were made.
5. This Plan shall take effect at such time as the Distributor shall notify
the Fund in writing of the commencement of the Plan (the "Commencement
Date"); thereafter, the Plan shall continue in effect for a period of more
than one year from the Commencement Date only so long as such continuance is
specifically approved at least annually by a vote of the Board of Directors
of the Fund, and of the Directors who are not interested persons of the Fund
and have no direct or indirect financial interest in the operation of the
Plan or in any agreements related to the Plan ("non-interested Directors"),
cast in person at a meeting called for the purpose of voting on such Plan.
6. (a) The Plan may be terminated at any time by vote of a majority of the
non-interested Directors or by vote of a majority of the outstanding voting
securities of the Class.
(b) The Plan may not be amended to increase materially the amount to be
spent for distribution pursuant to paragraph 1 thereof without approval by the
shareholders of the Class.
7. The Distribution Agreement between the Fund and the Distributor, and any
dealers or servicing agreements between the Distributor and brokers or others
or between the Fund and others receiving a servicing fee, shall specifically
have a copy of this Plan attached to, and its terms and provisions
incorporated respectively by reference in, such agreements.
8. All material amendments to this Plan shall be approved by the
non-interested Directors in the manner described in paragraph 5 above.
9. So long as the Plan is in effect, the selection and nomination of the
Fund's non-interested Directors shall be committed to the discretion of such
non-interested Directors.
10. The definitions contained in Sections 2(a)(3), 2(a)(4), 2(a)(19) and
2(a)(42) of the Act shall govern the meaning of "affiliated person,"
"assignment" "interested person(s)" and "vote of a majority of the outstanding
voting securities," respectively, for the purposes of this Plan.
This Plan shall take effect on the Commencement Date, as previously defined.
<PAGE> 189
EX-1.EXHIBIT 24(b)(6)(d)
MUTUAL FUND AGREEMENT
FOR THE DELAWARE GROUP OF FUNDS
Gentlemen:
We are the national distributor for the Delaware Group of Funds with exclusive
right to sell and distribute Fund shares. (The term "Funds" in this Agreement
refers to each or any of the Funds that from time to time comprise the Delaware
Group and for whom we act as distributor.) You have indicated that you wish to
act as agent for your customers in connection with the purchase, sale and
redemption of Fund shares and desire to provide certain services to your
customers relating to their ownership of Fund shares, all in accordance with the
terms of this Agreement.
AGENT FOR CUSTOMERS: In placing orders for the purchase and sale of Fund shares,
you will be acting as agent for your customers and will not have any authority
to act as agent for us, any of the Funds or any of our affiliates or
representatives. Neither you nor any of your employees or agents are authorized
to make any representations concerning the Funds or Fund shares except those
contained in the then current "Prospectus" and in written information issued by
the Fund or by us as a supplement to the Prospectus. In purchasing Fund shares
your customers may rely only on such authorized information.
OFFERING PRICE TO PUBLIC: Orders for shares received from you and accepted by
the Fund or its agent, Delaware Service Co. Inc., will be at the public offering
price applicable to each order as set forth in the Prospectus. The manner of
computing the net asset value, the public offering price and the effective time
of orders received from you are described in the Prospectus for each Fund. We
reserve the right at any time, without notice, to suspend the sale of Fund
shares or withdraw the public offering.
SALES, ORDERS AND CONFIRMATIONS: All orders must be made subject to
confirmation. Your orders must be wired, telephoned or written to the Fund or
its agent. You agree to place orders on behalf of your customers for the number
of shares, and at the price, as in bona fide orders from your customers. We will
not accept any conditional orders. We will send a written confirmation of each
trade indicating that the trade was on a fully disclosed basis to your customer.
It is agreed and understood that, whether shares are registered in the
purchaser's name, in your name or in the name of your nominee, your customer
will have full beneficial ownership of the Fund shares.
AGENCY FEES: On each order accepted by us for a Fund with a sales charge, we
understand that you will charge your customer an agency commission or agency
transaction fee ("agency fee") as set forth in the schedule of sales concessions
and agency fees set forth in that Fund's Prospectus, as it may be amended from
time to time. This fee shall be subject to the provisions of all terms set forth
in the Prospectus for volume purchases and special plans and accounts (e.g.
retirement plans, letters of intent, etc.) You will not receive from us a
dealer's concession or similar allowance out of the sales charge. In accordance
with interpretations by the Staff of the Securities and Exchange Commission (the
"Commission"), the agency fee will be your sole charge to your customers for
placing such orders. You may elect to make payments in either of two ways: (a)
you may send us the public offering price for the Fund shares purchased less the
amount of the agency fee due you or (b) you or your customer may send us the
entire public offering price for the Fund shares and we will, on a periodic
basis, remit to you the agency fee due. You will notify us in writing of which
method of payment you elect. If any shares sold to your customer under the terms
of this Agreement are repurchased by the Fund or by us, or are tendered to a
Fund for redemption or repurchase, within seven (7) business days after the date
of the confirmation of the original purchase order, you will promptly refund to
us full agency fee paid or allowed to you on such shares.
<PAGE> 190
PAYMENT AND ISSUANCE OF CERTIFICATES: Regardless of the payment method elected,
Fund shares purchased by you for your customers hereunder shall be paid for in
fully by check payable to the Fund at its office within five business days after
our acceptance of your order. If not so paid, the Fund reserves the right,
without notice, to cancel the sale and to hold you responsible for any loss,
including lost profit, sustained by us or the Fund in consequence. Certificates
representing Fund shares will not be issued unless a specific request is
received from you or your customer. Certificates, if requested, will be issued
in the names indicated by registration instructions accompanying payment.
REDEMPTION: The Prospectus describes the provisions whereby the Fund, under all
ordinary circumstances, will repurchase its shares from shareholders on demand.
You agree that you will not make any representations to shareholders relating to
the purchase of their Fund shares other than the statements contained in the
Prospectus and the underlying organizational documents of the Fund, to which it
refers, and that you will quote to your customers as the redemption price only
the price determined by the Fund.
12b-1 PLAN: With respect to any Fund that has a Distribution Plan under Rule
12b-1 (a "12b-1 Plan") of the Investment Company Act of 1940 (the "1940 Act"),
we expect you will provide shareholder and administrative services to your
customers, such as: answering inquiries regarding the Fund; assisting in
changing dividend options, account designations and addresses; performing
sub-accounting; establishing and maintaining shareholder accounts and records;
processing purchase and redemption transactions; providing periodic statements
and/or updates showing a customer's account balance and integrating such
statements with those of other transactions and balances in the customer's other
accounts serviced by you; and arranging for bank wires. You will transmit
promptly to customers all communications sent to you for transmittal to clients
by or on behalf of us, any Fund or such Fund's investment advisor, custodian or
transfer or dividend disbursing agent. You will promptly answer all written
complaints received by you relating to Fund accounts or promptly forward such
complaints to us and assist us in answering such complaints. For such services
we will pay you a fee as set by us from time to time, based on a portion of the
net asset value of the accounts of your clients in the Fund. We are permitted to
make this payment under the terms of the 12b-1 Plan adopted by certain of the
Funds, as such 12b-1 Plans may be in effect from time to time, provided,
however, that no payments shall be due and paid to you hereunder with respect to
a Fund unless and until the form of this Agreement shall have been approved by a
majority of the Board of Directors or Trustees of that Fund and by a majority of
the directors or trustees who are not "interested persons" of us, the Fund or
its investment manager, as such term is defined in the 1940 Act (i.e., non-
interested directors) by vote cast in person at a meeting called for the purpose
of voting on this form of Agreement. Each Fund reserves the right, at any time,
to suspend payments under its 12b-1 plan. You will furnish the Fund and us with
such information as may be reasonably requested by the Fund or its directors or
trustees or by us with respect to fees paid to you pursuant to this Agreement.
In accordance with interpretations and rulings to the Staff of the Commission,
you will not charge your customers any fees for services for which you are being
compensated under a 12b-1 Plan of a Fund.
SALE OF NO-LOAD - NON 12B-1 PLAN FUNDS: In connection with any orders placed by
you on behalf of your customers for shares of Funds that do not charge a sales
load and do not have a 12b-1 Plan, we understand that you may charge your
customers a limited service or transaction fee, in accordance with
interpretations and rulings of the Staff of the Commission.
<PAGE> 191
LEGAL COMPLIANCE: This Agreement and any transaction with or payment to you
pursuant to the terms hereof is conditioned on your representation to us that,
as of the date of this Agreement you are and at all times during its
effectiveness yo will be (a) a registered broker-dealer under the Securities
Exchange Act of 1934 and qualified under applicable state securities laws, if
any, to act as a broker or dealer in securities, and a member in good standing
of the National Association of Securities Dealers, Inc. (the "NASD"); or (b) a
"bank" as defined in Section 3(a)(6) of the Securities Exchange Act of 1934 (or
other financial institution) and not otherwise required to register as a broker
or dealer under such Act. You agree to notify us promptly in writing if this
representation ceases to be true. You also agree that you will comply with the
rules of the NASD including, in particular, Sections 2 and 26 of Article III
thereof, to the extent applicable, that you will maintain adequate records with
respect to your customers and their transactions, and that such transactions
will be without recourse against you by your customers. We recognize that, in
addition to applicable provisions of state and federal securities laws, you may
be subject to the provisions of the Glass-Steagall Act and other laws governing,
among other things, the conduct of activities by federal and state chartered and
supervised financial institutions and their affiliated organizations. Because
you will be the only one having a direct relationship with the customer, yo will
be responsible in that relationship for insuring compliance with all laws and
regulations, including those of all applicable federal and state regulatory
authorities and bodies having jurisdiction over you or your customers to the
extent applicable to securities purchases hereunder.
BLUE SKY MATTERS: We shall have no obligation or responsibility with respect to
your right to sell Fund shares in any state or jurisdiction. From time to time
we shall furnish you with information identifying the states under the
securities laws of which it is believed a Fund's shares may be sold. You will
not transact orders for Fund shares in states in which we indicate Fund shares
may not be sold.
LITERATURE: We will furnish you with copies of each Fund's Prospectus, sales
literature and other information made publicly available by the Fund, in
reasonable quantities upon your request. We shall file Fund sales literature and
promotional material with the NASD and SEC as required. You may not publish or
use any sales literature or promotional materials with respect to the Funds
without our prior review and written approval.
CUSTOMERS: The names of your customers will remain your sole property and will
not be used by us except for servicing or informational mailings and other
correspondence in the normal course of business.
NOTICES AND COMMUNICATIONS: All communications from you should be addressed to
us at 1818 Market Street, Philadelphia, PA 19103. Any notice from us to you
shall be deemed to have been duly given if mailed or telegraphed to you at the
address set forth above. Each of us may change the address to which notices
shall be sent by notice to the other in accordance with the terms hereof.
TERMINATION: This Agreement may be terminated by either party at any time by
written notice to that effect. Notwithstanding the termination of this
Agreement, you shall remain liable for any amounts otherwise owing to us or the
Fund and for your portion of any transfer tax or other liability which may be
asserted or assessed against the Fund, us or any one or more of our dealers,
based upon the claim that you and such dealers or any of them constitute a
partnership, an unincorporated business or other separate entity.
AMENDMENT: This Agreement may be amended or revised at any time by us upon
notice to you and, unless you promptly notify us in writing to the contrary, you
will be deemed to have accepted such modifications.
<PAGE> 192
GENERAL: Your acceptance hereof will constitute an obligation on your part to
observe all the terms and conditions hereof. In the event you breach any of the
terms and conditions of this Agreement, you will indemnify us, the Funds, and
our affiliates for any damages, losses, costs and expenses (including reasonable
attorneys' fees) arising out of or relating to such breach. Nothing contained
herein shall constitute you, us and any dealers an association or partnership.
All references in this Agreement to the "Prospectus" include the Statement of
Additional Information incorporated by reference therein and any stickers or
supplements thereto, provided that any requirement in this Agreement to deliver
a copy of the Prospectus shall not include the Statement of Additional
Information unless requested by the customer. This Agreement is to be construed
in accordance with the laws of the State of Delaware.
Please confirm this Agreement by executing one copy of this Agreement below and
returning it to us. Keep the enclosed duplicate copy for your records.
Date:________________ DELAWARE DISTRIBUTORS, L.P.
BY: DELAWARE DISTRIBUTORS, INC.,
General Partner
Accepted and Agreed to:
- ---------------------------
(Name of Firm)
BY:________________________
Name:
Title:
<PAGE> 193
EX-99.EXHIBIT 24(b)(7)
PROFIT SHARING PLAN
OF
DELAWARE GROUP DELAWARE FUND, INC.
SECOND AMENDMENT AND RESTATEMENT
EFFECTIVE APRIL 1, 1989
<PAGE> 194
PROFIT SHARING PLAN
OF
DELAWARE GROUP DELAWARE FUND, INC.
SECOND AMENDMENT AND RESTATEMENT
EFFECTIVE APRIL 1, 1989
TABLE OF CONTENTS
PAGE
----
ARTICLE I
PURPOSE CLAUSE . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE III
ELIGIBILITY OF EMPLOYEES
TO PARTICIPATE IN THE PLAN . . . . . . . . . . . . . . 6
ARTICLE IV
CONTRIBUTIONS TO PLAN . . . . . . . . . . . . . . . . . 7
ARTICLE V
ALLOCATION OF CONTRIBUTIONS . . . . . . . . . . . . . . 12
ARTICLE VI
RETIREMENT BENEFITS . . . . . . . . . . . . . . . . . . 14
ARTICLE VII
DISABILITY BENEFITS . . . . . . . . . . . . . . . . . . 14
ARTICLE VIII
DEATH BENEFITS . . . . . . . . . . . . . . . . . . . . 14
ARTICLE IX
OTHER SEPARATION FROM SERVICE . . . . . . . . . . . . . 16
ARTICLE X
METHOD OF PAYMENT . . . . . . . . . . . . . . . . . . . 18
ARTICLE XI
ADMINISTRATION OF PLAN . . . . . . . . . . . . . . . . 26
ARTICLE XII
AMENDMENT, CONSOLIDATION, MERGER
OR TERMINATION . . . . . . . . . . . . . . . . . . . . 29
(i)
<PAGE> 195
ARTICLE XIII
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . 30
ARTICLE XIV
LOANS . . . . . . . . . . . . . . . . . . . . . . . . . 31
ARTICLE XV
LIMITATIONS ON ALLOCATIONS . . . . . . . . . . . . . . 32
ARTICLE XVI
TOP HEAVY DEFINITIONS AND RULES . . . . . . . . . . . . 36
(ii)
<PAGE> 196
PROFIT SHARING PLAN
OF
DELAWARE GROUP DELAWARE FUND, INC.
SECOND AMENDMENT AND RESTATEMENT
EFFECTIVE APRIL 1, 1989
ARTICLE I
PURPOSE CLAUSE
This Profit Sharing Plan and the Trust Agreement forming a part
hereof are established for the benefit of the employees of Delaware Group
Delaware Fund, Inc. and the other investment companies of the Delaware Group of
Funds to promote in them a strong interest in the successful operation of the
business and to provide for them an opportunity for accumulation of funds for
their retirement benefit.
ARTICLE II
DEFINITIONS
When used herein, the following words shall have the following
meanings unless the context clearly indicates otherwise:
2.1 "Administrative Committee" or "Committee" shall mean the
Administrative Committee with authority and responsibility to manage and direct
the operation and administration of this Plan. "Administrative Committee" shall
be deemed to also mean "Administrator" and "Plan Administrator" as defined in
ERISA.
2.2 "Anniversary Date" shall mean the first day of each Plan
Year.
2.3 "Beneficiary" shall mean the person or persons designated by
a Participant to receive benefits upon the death of said Participant pursuant to
Article VIII.
2.4 "Board of Directors" shall mean the Board of Directors of the
Employer.
2.5 "Code" shall mean the Internal Revenue Code of 1986, as
amended.
2.6 "Effective Date" of the Plan shall mean October 1, 1983. The
Effective Date of this amended and restated Plan shall mean April 1, 1989,
except where indicated otherwise.
2.7 "Eligibility Computation Period" shall mean the period of
twelve (12) consecutive months beginning on the date an Employee first performs
an Hour of Service upon hire or rehire after a One Year Break in Service, and
any Plan Year following such date of hire or date of rehire following a One Year
Break in Service.
2.8 "Eligibility Year of Service" shall mean the Eligibility
Computation Period during which the Employee performs one thousand (1,000) or
more Hours of Service. Eligibility Years of Service shall include an Employee's
prior service with Delaware Management Company, Inc. or any Entity required to
be aggregated with Delaware Management Company, Inc. under Sections 414(b) or(c)
of the Code.
<PAGE> 197
2.9 "Employee" shall mean any person employed by the Employer or
by any affiliated Entity which adopts this Plan; provided, however, no person
covered by a collective bargaining agreement under which the Employer has
participated in good faith bargaining concerning retirement benefits shall be
considered an Employee for the purposes of this Plan. Any Leased Employee shall
not be considered an Employee for purposes of the Plan.
2.10 "Employer" shall mean Delaware Group Delaware Fund, Inc. and
any other affiliated investment company which adopts this Plan. Effective
October 1, 1987, and solely for purposes of determining periods of service for
eligibility for participation and vesting, the term "Employer" shall include any
corporation which is a member of a controlled group of corporations (as defined
in Section 414(b) of the Code) which includes the Employer; any trade or
business (whether or not incorporated) which is under common control (as defined
in Section 414(c) of the Code) with the Employer; any organization (whether or
not incorporated) which is a member of an affiliated service group (as defined
in Section 414(m) of the Code) which includes the Employer; and any other Entity
required to be aggregated with the Employer pursuant to regulations under
Section 414(o) of the Code.
2.11 "Employer Contribution Account" shall mean a Participant's
account derived from Employer contributions and the earnings thereon.
2.12 "Entity" shall mean an individual, partnership, corporation
or unincorporated organization.
2.13 "ERISA" shall mean the Employee Retirement Income Security
Act of 1974 and the Regulations promulgated thereunder by either the Department
of Labor or Treasury.
2.14 "Hour of Service" shall mean:
(a) Each hour for which an Employee is paid, or entitled to
payment, for the performance of duties for the Employer. These hours will be
credited to the Employee for the computation period in which the duties are
performed; and
(b) Each hour for which an Employee is paid, or entitled to
payment, by the Employer on account of a period of time during which no duties
are performed (irrespective of whether the employment relationship has
terminated) due to vacation, holiday, illness, incapacity (including
disability), layoff, jury duty, military service or leave of absence. No more
than 501 Hours of Service will be credited under this paragraph for any single
continuous period (whether or not such period occurs in a single computation
period); and
(c) Each hour for which back pay, regardless of mitigation
of damages, is either awarded or agreed to by the Employer. The same Hours of
Service will not be credited both under paragraph (a) or paragraph (b), as the
case may be, and under this paragraph (c). These hours will be credited to the
Employee for the computation period or periods to which the award or agreement
pertains rather than the computation period in which the award, agreement or
payment is made.
(d) Hours of Service will be calculated on the basis
described in Department of Labor Regulations Section 2530.200b-2(b) and (c).
<PAGE> 198
(e) Solely for purposes of determining whether a Break in
Service has occurred, for participation and vesting purposes, an individual who
is absent from work for maternity or paternity reasons will receive credit for
the Hours of Service which would otherwise have been credited to such
individual. In the event these hours cannot be determined, eight (8) Hours of
Service per day will be used. For purposes of this paragraph, an absence from
work for maternity or paternity reasons means an absence (i) by reason of the
pregnancy of the individual, (ii) by reason of the birth of a child of the
individual, (iii) by reason of the placement of a child with the individual in
connection with the adoption of the child by such individual, or (iv) for
purposes of caring for the child for a period beginning immediately following
such birth or placement. However, in no event will the hours treated as Hours of
Service under this paragraph (e), by reason of any pregnancy or placement,
exceed 501 hours. The Hours of Service credited under this paragraph will be
credited (i) in the Plan Year in which the absence begins if the crediting is
necessary to prevent a Break in Service in that period, or (ii) in all other
cases, in the following Plan Year.
(f) Effective for Plan Years beginning on or after April 1,
1994, an Employee shall be credited with 45 Hours of Service for each week for
which he would be required to be credited with at least one Hour of Service
under paragraphs (a)-(e) above.
2.15 "Leased Employee" shall mean any person described in Section
414(n) of the Code who is not an employee of the Employer who, pursuant to an
agreement between the Employer and any other person, has performed service for
the Employer (or for any related persons determined in accordance with Section
414(n)(6) of the Code) on a substantially full-time basis for a period of at
least one year and such services are of a type historically performed by
employees in the Employer's business field.
2.16 "Named Fiduciary" shall be the Administrative Committee and
the Trustee or Trustees serving from time to time and any other person who is
specifically so designated by the Board of Directors.
2.17 "Normal Retirement Date" shall mean the date on which a
Participant shall reach age 65.
2.18 "One Year Break in Service" or "Break in Service" shall mean
a Plan Year during which an Employee has or was separated from employment with
Employer and has completed 500 or less Hours of Service.
2.19 "Participant" shall mean any Employee who meets the
eligibility requirements under Article III or any Employee who is or may become
eligible to receive a benefit under the Plan or whose Beneficiaries may be
eligible to receive any such benefit.
2.20 "Participant Contribution Account" shall mean a
Participant's account derived from his voluntary contributions and the earnings
thereon.
2.21 "Plan" shall mean the Employer's Profit Sharing Plan set
forth in this document and all subsequent amendments thereto.
<PAGE> 199
2.22 "Plan Compensation" shall mean as of each Anniversary Date,
the basic compensation received by an Employee from the Employer during the
preceding Plan Year, including salary, draw, overtime and bonuses, but excluding
contributions to this or any other deferred compensation plan. Plan Compensation
includes salary reduction contributions paid by the Employer on the Employee's
behalf to a cafeteria plan, within the meaning of Section 125 of the Code,
maintained by the Employer. Effective for Plan Years beginning on or after April
1, 1994, Plan Compensation shall mean the sum of (a) the total earnings which
are received by the Employee from the Employer for the preceding Plan Year and
which are required to be reported as wages on the Employee's Form W-2 (in the
wages, tips and other compensation box) and (b) the total amount contributed by
the Employer on behalf of the Employee pursuant to a salary reduction agreement
which is not includable in the gross income of the Employee under Sections 125
or 402 (e)(3) of the Code, but excluding all of the following items (even if
includable in gross income): reimbursements or other expense allowances, fringe
benefits (cash and non-cash), moving expenses, deferred compensation and welfare
benefits.
For Plan Years beginning on or after April 1, 1989, the Plan
Compensation of each Participant taken into account under the Plan shall not
exceed $200,000, as adjusted by the Secretary of the Treasury. In determining
the Plan Compensation of a Participant for purposes of the limitations set forth
in the preceding sentence, the rules of Section 414(q)(6) of the Code shall
apply, except in applying such rules, the term "family" shall include only the
spouse of the Participant and any lineal descendants of the Participant who have
not attained age 19 before the close of the Plan Year. If, as a result of the
application of such rules, the adjusted $200,000 limitation is exceeded, then
the limitation shall be prorated among the affected individuals in proportion to
each such individual's Plan Compensation as determined under this Section 2.22
prior to the application of this limitation. Effective for Plan Years beginning
on or after January 1, 1994, the Plan Compensation of a Participant shall not
exceed $150,000, as adjusted at the time and manner prescribed by Section 401
(a)(17)(B) of the Code.
2.23 "Plan Year" shall mean a twelve-month period beginning on
April 1st and ending on March 31st. For the Plan Years beginning before April 1,
1989 and after December 31, 1986, the term Plan Year means a twelve month period
beginning October 1st and ending September 30th, except that the Plan Year
beginning October 1, 1988 is a short year which ends March 31, 1989.
2.24 "Total and Permanent Disability" shall mean incapacity,
resulting from injury or disease, of a Participant to perform any work for
Employer and shall be presumed permanent after the same has continued
uninterrupted for six months as certified by a qualified physician selected by
the Administrative Committee.
2.25 "Trustee" or "Trustees" shall mean the trustee or trustees
named in the Trust Agreement attached hereto and forming a part hereof, or any
successor thereto.
2.26 "Trust Fund" or "Fund" shall mean all property held pursuant
to the Trust Agreement.
2.27 "Valuation Date" means the last day of each Plan Year and
such other quarterly, monthly or daily dates as determined by the Administrative
Committee.
<PAGE> 200
2.28 "Year of Service" shall mean a Plan Year during which an
Employee completes at least 1,000 Hours of Service; provided, however, that for
the period from October 1, 1988 through March 31, 1990, an Employee shall be
given credit for a Year of Service if he completes 1,000 Hours of Service during
the period October 1, 1988 to September 30, 1989 and shall be given credit for
an additional Year of Service if he completes 1,000 Hours of Service during the
period April 1, 1989 to March 31, 1990. For purposes of determining a
Participant's nonforfeitable right to his Employer Contribution Account, Years
of Service shall include an Employee's prior service with Delaware Management
Company, Inc. or any other Entity required to be aggregated with Delaware
Management Company, Inc. under Sections 414(b) or (c) of the Code. An Employee
shall also receive credit for a Year of Service if he completes 1000 or more
Hours of Service during his initial Eligibility Computation Period.
2.29 Whenever used herein, the masculine provision includes the
feminine and the singular includes the plural.
ARTICLE III
ELIGIBILITY OF EMPLOYEES
TO PARTICIPATE IN THE PLAN
3.1 Each Employee who was a Participant on March 31, 1989 shall
continue as a Participant. Each other Employee shall be eligible to participate
in this Plan on the first day of the Plan Year within which he completes one
Eligibility Year of Service.
3.2 Any Participant who returns to service after a Break in
Service shall be admitted to the Plan as a Participant on his date of
re-employment.
3.3 Within 60 days of each Anniversary Date of this Plan, the
Employer shall furnish the Administrator a list showing all eligible Employees,
the date of employment, the Years of Service, the Plan Compensation of each
eligible Employee and the date of termination of any terminated Employees.
3.4 Notwithstanding the provisions of Section 3.1 to the
contrary, if an Employee is employed by the Employer on March 31, 1989 and
has completed by such date 1,000 or more Hours of Service during an
Eligibility Computation Period which began on or before October 1, 1988,
such Employee shall be eligible to participate in the Plan on October 1,
1988.
ARTICLE IV
CONTRIBUTIONS TO PLAN
4.1 Each participating Employer may contribute to the Plan's
Trust Fund for each taxable year an amount, if any, determined in accordance
with a resolution of the Board of Directors adopted before the date prescribed
by law for filing its Federal income tax return for such taxable year (including
extensions thereof); provided, however, that no contributions shall be made for
any year in excess of the amount deductible for such year under provisions of
the Code and regulations thereunder as then in effect. For Plan Years beginning
on or after April 1, 1989, the Employer may make contributions regardless of
whether or not it has Net Profits and Earnings for its tax year.
<PAGE> 201
4.2 For Plan Years beginning before April 1, 1989, Net Profits
and Earnings in any one year of operations means the net income before
provisions for Federal and State income taxes as determined by the certified
public accountants employed by the Employer in accordance with generally
accepted accounting principles of open-end management investment companies.
4.3 For each taxable year, the contributions shall accrue on the
Anniversary Date thereof, but shall not be considered as accruing during the
said taxable year prior to the Anniversary Date thereof.
4.4 The Trust Fund shall not be diverted to any use other than
the exclusive benefit of eligible Employees and their Beneficiaries.
4.5 Effective August 1, 1991, a Participant may not make
voluntary contributions to his Participant Contribution Account. Prior to August
1, 1991, a Participant may make voluntary contributions to his Participant
Contribution Account. Such contributions may be made by payroll deductions or in
such other manner and subject to such procedures as the Administrator may
prescribe. No Participant may contribute more than ten percent of his aggregate
Plan Compensation for all Plan Years during which he participated in the Plan.
4.6 Notwithstanding the provisions of Article IX, a Participant
shall have a nonforfeitable interest in all voluntary contributions made by him
and in any increase in his account attributable to such contributions.
4.7 A Participant shall have the right to withdraw the total
amount of his voluntary contributions at any time; provided, however, that such
withdrawal shall be permissible only with respect to the amount of such
Participant's voluntary contributions and not to any increase in his account
attributable to such contributions. No Participant shall be permitted to make
withdrawals of his voluntary contributions more than four times in any one
calendar year. Effective as of the date of adoption of this amended and restated
Plan, a Participant shall be permitted to make withdrawals as frequently as
monthly of all or a portion of his voluntary contributions, including the
earnings thereon.
4.8 The Fund may accept rollover contributions on behalf of an
Employee (including an Employee who has not satisfied the requirements to be
eligible to participate) from any other plan maintained for his benefit which
satisfies the requirements of a tax-qualified plan, or a rollover individual
retirement account; provided, however, that such rollovers are permitted by and
effected in accordance with the requirements of the Code. The Administrative
Committee may as a condition of acceptance of such rollovers demand such
information, opinions and statements as it deems necessary to assure that such
rollovers conform to the requirements of the federal tax laws.
4.9 An Employee for whom a rollover has been made shall be deemed
a Participant with respect to the amount contributed and shall have a
nonforfeitable interest in such amount and any increases attributable to it. Any
such rollovers shall be held in a special account for the Participant segregated
from other assets held by the fund. Such contributions will be administered and
distributed pursuant to the provisions of this Plan.
4.10 The following special non-discrimination rules pertaining to
voluntary contributions shall be applicable for Plan Years beginning on or after
October 1, 1987 and before April 1, 1990.
(a) For any Plan Year, the Contribution Percentage for all
Highly Compensated Employees will not exceed the greater of (i) or (ii) as
follows:
<PAGE> 202
(i) The Contribution Percentage for all Non-Highly
Compensated Employees, times 1.25; or
(ii) The lesser of the Contribution Percentage for all
Non-Highly Compensated Employees, times 2.0, provided that the Contribution
Percentage for all Highly Compensated Employees may not exceed the Contribution
Percentage for all Non-Highly Compensated Employees by more than two (2)
percentage points or such lesser amount as the Secretary of Treasury will
prescribe to prevent the multiple use of this alternative limitation with
respect to any Highly Compensated Employee.
(b) Distribution of Excess Aggregate Contributions.
(i) Excess Aggregate Contributions, plus any income and
minus any loss allocable thereto, will be distributed no later than the last day
of each Plan Year to Participants to whose accounts Excess Aggregate
Contributions were allocated for the preceding Plan Year.
(ii) For the Plan Year beginning on October 1, 1987,
the income or loss allocable to Excess Aggregate Contributions shall be
determined under any reasonable method, which method shall be applied on a
consistent basis for all Participants. For Plan Years beginning after 1987, the
income or loss allocable to Excess Aggregate Contributions shall be the sum of
(A) and (B) below:
(A) The income or loss for the Plan Year allocable
to the Participant's voluntary contribution Account multiplied by a fraction,
the numerator of which is the Participant's Excess Aggregate Contributions for
the year, and the denominator of which is the balance of the Participant's
voluntary contribution account as of the end of the Plan Year, minus income (or
plus losses) allocable to such account.
(B) The income or loss for the period between the
end of the Plan Year and the date of the distribution allocable to the
Participant's voluntary contribution account multiplied by the fraction
described in (A), above.
In lieu of using the formula described in (B), the income or loss
for the period between the end of the Plan Year and the date of the distribution
allocable to Excess Aggregate Contributions for the year may be calculated under
the following alternative method, provided such method is applied on a
consistent basis for all Participants: ten percent (10%) of the amount
determined under (A), above, multiplied by the number of whole calendar months
that have elapsed since the end of the Plan Year. For this purpose, if a
distribution of Excess Aggregate Contributions is made after the 15th day of a
month, that month will be counted as a whole month.
(c) The following definitions apply for purposes of this
Section 4.10.:
(i) "Contribution Percentage" means, for a group of
Participants, the average of the following ratios (calculated separately) for
each Participant in the group:
(A) The sum of voluntary contributions made on
behalf of each Participant for the Plan Year; over
(B) The Participant's Compensation for that Plan
Year, whether or not the Participant was a Participant for the entire Plan Year.
<PAGE> 203
The Contribution Percentage for any Participant who is a Highly
Compensated Employee for the Plan Year and who is eligible to have voluntary
employee contributions or employer matching contributions allocated to his
account under two or more plans described in Section 401(a) of the Code or
arrangements described in Section 401(k) of the Code that are maintained by the
employer or an entity that is required to be aggregated with the employer
pursuant to Sections 414(b), (c), (m), or (o) of the Code will be determined as
if all such contributions were made under a single plan. If a Highly Compensated
Employee participates in two or more arrangements described in Section 401(k) of
the Code that have different plan years, all such arrangements ending with or
within the same calendar year shall be treated as a single arrangement.
For purposes of determining the Contribution Percentage of a
Participant who is a five-percent owner or one of the ten most Highly
Compensated Employees, the Contribution Percentage and compensation of such
Participant will include the Contribution Percentage and Compensation of Family
Members, and such Family Members will be disregarded in determining the
Contribution Percentage for Participants who are Non-Highly Compensated
Employees.
Voluntary contributions will be considered made for a Plan Year if
made by the date specified in the applicable regulations and allocated to a
Participant's account for the Plan Year.
The determination and treatment of the Contribution Percentage of
any Participant will satisfy such other requirements as may be prescribed by
Secretary of the Treasury.
In the event that this Plan satisfies the requirements of Sections
401(m), 401(a)(4) or 410(b) of the Code only if aggregated with one or more
other plans, or if one or more other plans satisfy the requirements of such
Sections only if aggregated with this Plan, then this Section 4.10 will be
applied by determining the Contribution Percentages of eligible Participants as
if all such plans were a single plan. For plan years beginning after December
31, 1989, plans may be aggregated in order to satisfy Section 401(m) of the Code
only if they have the same plan year.
(ii) "Excess Aggregate Contributions" means, with
respect to any Plan Year, the excess of:
(A) The aggregate Contribution Percentage amounts
taken into account in computing the numerator of the Contribution Percentage
actually made on behalf of Highly Compensated Employees for such Plan Year; over
(B) The maximum Contribution Percentage amounts
permitted by the Contribution Percentage limits set forth in this Section 4.10
(determined by reducing contributions made on behalf of Highly Compensated
Employees in order of their Contribution Percentages beginning with the highest
of such percentages).
(iii) "Family Member" means an individual described in
Section 414(q)(6)(B) of the Code.
(iv) "Highly Compensated Employee" means a highly
compensated active employee or a highly compensated former employee, as
described below.
<PAGE> 204
A highly compensated active employee includes any employee who
performs service for the employer during the determination year and who, during
the look-back year: (i) received compensation from the employer in excess of
$75,000 (as adjusted pursuant to Section 415(d) of the Code); (ii) received
compensation from the employer in excess of $50,000 (as adjusted pursuant to
Section 415(d) of the Code) and was a member of the top-paid group for such
year; or (iii) was an officer of the employer and received compensation during
such year that is greater than 50 percent of the dollar limitation in effect
under Section 415(b)(1)(A) of the Code. The term Highly Compensated Employee
also includes: (i) employees who are both described in the preceding sentence if
the term "determination year" is substituted for the term "look-back year" and
the employee is one of the 100 employees who received the most compensation from
the Employer during the determination year; and (ii) employees who are five
percent owners at any time during the look-back year or determination year.
If no officer has satisfied the compensation requirement of (iii)
above during either a determination year or a look-back year, the highest paid
officer for such year shall be treated as a Highly Compensated Employee.
For this purpose, the determination year shall be the Plan Year.
The look-back shall be the twelve (12)-month period immediately preceding the
determination year.
A highly compensated former employee includes any employee who
separated from service (or was deemed to have separated) prior to the
determination year, performs no service for the employer during the
determination year, and was a highly compensated active employee for either the
separation year or any determination year ending on or after the employee's
fifty-fifth (55th) birthday.
If an employee is, during a determination year or look-back year,
a Family Member of either a five percent owner who is an active or former
employee or a Highly Compensated Employee who is one of the ten (10) most Highly
Compensated Employees ranked on the basis of compensation paid by the Employer
during such year, then the Family Member and the five percent owner or top-ten
(10) Highly Compensated Employee shall be aggregated. In such case, the Family
Member and five percent owner or top-ten Highly Compensated Employee shall be
treated as a single employee receiving compensation and Plan contributions or
benefits equal to the sum of such compensation and contributions or benefits of
the Family Member and five percent owner or ten (10) most Highly Compensated
Employee.
The determination of who is a Highly Compensated Employee,
including the determinations of the number and identity of employees in the
top-paid group, the top one hundred (100) employees, a five percent owner, the
number of employees treated as officers and the compensation that is considered,
will be made in accordance with Section 414(q) of the Code and the regulations
thereunder.
(v) "Compensation" means all of an Employee's
compensation, as that term is defined in Article XV, Limitations on Allocations,
and shall include elective contributions that are made by the Employer on behalf
of the Employee and which are not includable in income under Section 125 of the
Code. Compensation shall be subject to the limitation of Section 401(a)(17) of
the Code.
<PAGE> 205
ARTICLE V
ALLOCATION OF CONTRIBUTIONS
5.1 A separate and complete accounting shall be maintained for
each Participant which shall set forth the amount credited to or forfeited from
his Employer Contribution Account and his Participant Contribution Account.
Employer contributions and Participant contributions shall be allocated among
investment companies managed by Delaware Management Company, Inc. Each
Participant shall file a written notice with the Committee thereby making an
election as to what proportion of his contributions, including both
contributions made by the Employer and voluntary contributions, shall be
allocated to the eligible investment company funds, as announced from time to
time by the Committee. Each Participant shall have the right to change the
investment allocation of his contributions and his accumulated account balance,
in accordance with rules and procedures as announced from time to time by the
Committee, provided changes are subject to any limitations imposed on the right
of exchange by the investment media.
5.2 The Employer's contributions and any forfeitures for each
Plan Year shall be credited to the Employer Contribution Accounts of
Participants who are employed by the Employer on the Anniversary Date and
allocated in the proportion that the Plan Compensation of each Participant bears
to the total Plan Compensation of all Participants for such Plan Year. A
Participant who terminates employment on the Anniversary Date shall be treated
as employed by the Employer on the Anniversary Date. All voluntary contributions
made by a Participant prior to August 1, 1991 shall be credited to his
Participant Contribution Account.
5.3 As of the Anniversary Date, each Participant's Employer
Contribution Account and his Participant Contribution Account shall be valued at
its fair market value. For the purposes of paying benefits to a Participant, his
accounts shall be valued on the most recent Valuation Date as determined by the
Administrative Committee.
5.4 Income when earned less expenses, if any, when charged, shall
be credited to or charged against each Participant's account, in accordance with
the self-directed investments selected by the Participant.
5.5 The Committee shall, as of each Anniversary Date, determine
the total amount of forfeitures which accrued during the Plan Year and shall add
the forfeited amount to the Employer's annual contribution for the purposes of
reallocation to the remaining Participants as provided in Section 5.2.
5.6 Any allocation made and credited to the account of a
Participant under this Article shall not cause such Participant to have any
right, title or interest in or to any assets of the Trust Fund except at the
time or times, and under the terms and conditions, expressly provided for in
this Plan.
5.7 (a) In the case of a contribution to the Plan which is made
by the Employer because of a mistake of fact, the Employer may, within one year
after the payment of such contribution, withdraw such contribution from the
Trust Fund.
(b) Employer contributions to the Plan are expressly
conditioned on the deductibility of such contributions under Section 404 of the
Code. To the extent such contributions are disallowed, the Employer may, within
one year of the disallowance of the deduction, withdraw such contribution from
the Trust Fund.
<PAGE> 206
ARTICLE VI
RETIREMENT BENEFITS
6.1 Upon attaining Normal Retirement Date, a Participant shall
have a fully vested and nonforfeitable right to his entire Employer Contribution
Account and shall be entitled to retire and upon so retiring shall be entitled
to the commencement of the payment of his benefits, consisting of the balance of
his accounts, in accordance with the method of payment elected pursuant to
Article X.
6.2 A Participant who retires after his Normal Retirement Date
shall continue to be a Participant in the Plan until his actual retirement and
shall be eligible to share in the allocation of Employer contributions as
provided in Section 5.2.
ARTICLE VII
DISABILITY BENEFITS
7.1 If the employment of a Participant has been terminated prior
to his retirement date because of Total and Permanent Disability, such
Participant shall be entitled to receive his entire Participant Contribution
Account and his entire Employer Contribution Account in accordance with the
manner elected under Article X.
7.2 Upon a Participant's cessation of Total and Permanent
Disability and upon his return to work for Employer before all of his account
has been distributed, no further payments shall be made therefrom by reason of
the disability. A Participant shall have no right or obligation to repay any
amount distributed to him pursuant to Section 7.1.
ARTICLE VIII
DEATH BENEFITS
8.1 Notwithstanding anything stated in the Plan to the contrary,
if a Participant dies prior to receiving the entire non-forfeitable amount
credited to his accounts, all such undistributed nonforfeitable amounts shall be
paid to the Participant's surviving spouse, unless there is no surviving spouse
or the surviving spouse consents in writing to the payment of death benefits to
another Beneficiary. A spouse's consent must satisfy the following requirements:
(a) the consent must be in writing;
(b) the consent must be witnessed by a member of the
Administrative Committee or a notary public;
(c) the consent must approve a designation of a
specific Beneficiary, including any class of Beneficiaries or any contingent
Beneficiaries, which may not be changed without spousal consent, or the spouse
expressly permits designations by the Participant without any further spousal
consent; and
(d) the consent acknowledges the effect of the
Participant's designation of Beneficiary. If a consent permits designations by
the Participant without any requirement of further consent by such spouse, it
must acknowledge that the spouse has the right to limit consent to a specific
Beneficiary and that the spouse voluntarily elects to relinquish such right.
<PAGE> 207
Written consent of a spouse need not be obtained if the
Participant establishes to the satisfaction of the Committee that there is no
spouse or that the spouse cannot be located. Any such designation may be changed
from time to time by the Participant by filing a new designation with the
Committee, provided the spousal consent requirements above are satisfied.
8.2 Each Participant may file with the Committee a designation of
Beneficiary to receive amounts payable under this Plan upon his death. The
designation may be changed from time to time by the Participant, except that a
married Participant may not name a Beneficiary other than his spouse without a
written consent which satisfies the requirements of Section 8.1. If no
designation has been filed, or all designated Beneficiaries have predeceased the
Participant, then any amounts payable shall be paid to his surviving spouse. If
there is no surviving spouse, any amounts payable shall be paid to his estate.
8.3 If at, after or during the time when a benefit is payable to
any Beneficiary, the Administrative Committee, upon request of the Trustee or at
its own instance, mails by registered or certified mail to the Beneficiary at
the Beneficiary's last known address a written demand for his then address, or
for satisfactory evidence of his continued life or both, and, if the Beneficiary
shall fail to furnish the information to the Committee within 3 years from the
mailing of the demand, then the Committee shall distribute the remaining
benefits to the Beneficiary next entitled thereto under Section 8.3 above as if
the Beneficiary designated by the Participant or Section 8.3 were then deceased.
ARTICLE IX
OTHER SEPARATION FROM SERVICE
9.1 (a) If a Participant separates from service other than under
Articles VI, VII or VIII, he shall be entitled to receive a lump sum
distribution of his entire Participant Contribution Account and his entire
nonforfeitable Employer Contribution Account. Such distribution shall be made
upon the written request of the Participant and shall be made as soon as
practicable following the Participant's separation from service, but not later
than the close of the second Plan which such separation occurs.
(b) If the non-forfeitable portion of the Participant's
Employer Contribution Account and his Participant Contribution Account exceeds
$3500 (or ever exceeded $3500 at the time of an earlier distribution), and the
Participant does not consent in writing to receive a lump sum distribution of
his accounts by the close of the second Plan Year following his separation from
service, no distribution shall be made to the Participant until he attains his
Normal Retirement Date. Regardless of whether the Participant consents in
writing, if the non-forfeitable portion of the Participant's Employer
Contribution Account and Participant Contribution Account does not exceed $3500
(or did not exceed $3500 at the time of a prior distribution), a lump sum
distribution shall be made to the Participant of the entire value of the
non-forfeitable portion of his accounts not later than the end of the second
Plan Year following his separation from service.
(c) If a distribution is made to the Participant of the
nonforfeitable portion of his Employer Contribution Account upon his separation
from service, the non-vested portion of his Account, if any, will be treated as
a forfeiture and reallocated to remaining Participants as provided in Section
5.2. If the Participant does not receive a distribution of his Employer
Contribution Account upon his separation from service, such Account shall be
held for the Participant until he attains Normal Retirement Date and the
non-vested portion of the Account shall be treated as a forfeiture when the
Participant sustains five consecutive One Year Breaks in Service.
<PAGE> 208
(d) In the event a Participant who is less than fully vested
in his Employer Contribution Account receives a distribution of his vested
interest in such Account upon his separation from service, and such Participant
subsequently returns to employment of the Employer, the Participant's Employer
Contribution Account will be restored to the value of the Account on the date of
the distribution if the Participant repays to the Trustees the full amount of
such distribution before the earlier of five consecutive One-Year Breaks in
Service or five years after the Participant's date of reemployment. Restoration
of the forfeited amount of a Participant's Account shall be made from
forfeitures or Employer contributions.
9.2 (a) In the event a Participant separates from service with the
Employer for reasons other than retirement, disability, death or a layoff by the
Employer, he shall have a nonforfeitable right to the amount credited to his
Employer Contribution Account in accordance with the following schedule:
Completed Years of Service Percentage
---------------------------- ----------
At least But less than
0 1 0%
1 2 20%
2 3 40%
3 4 60%
4 5 80%
5 or more 100%
(b) A Participant shall have a wholly vested and
nonforfeitable right to his Employer Contribution Account upon separation from
service on account of retirement on or after the Normal Retirement Date, Total
and Permanent Disability, death while in the employ of the Employer or layoff by
the Employer. For purposes of this Section 9.2, the term "layoff" shall mean any
involuntary separation from service other than separation due to cause. If a
Participant separates from service with the Employer, the non-vested portion of
his Employer Contribution Account, if any, shall be forfeited upon the death of
the Participant.
(c) If the Employer amends the Plan in a manner which
directly or indirectly affects the computation of a Participant's nonforfeitable
percentage, each Participant who completes an Hour of Service in any Plan Year
beginning after December 31, 1988 and who has at least three Years of Service
may elect after the adoption of such amendment to have his nonforfeitable
interest computed under the Plan without regard to such amendment. The period
during which the election may be made shall commence the day the amendment is
adopted and shall end on later of:
(i) sixty (60) days after the amendment is adopted;
(ii) sixty (60) days after the amendment becomes
effective; or
(iii) sixty (60) days after the Participant is issued
written notice of the amendment by the Employer or the Committee.
9.3 (a) In the case of a Participant who has a Break in Service,
Years of Service completed before such Break shall not be counted until the
Participant has completed a Year of Service for the purpose of determining his
nonforfeitable percentage of the amount credited to his Employer Contribution
Account after such Break in Service.
<PAGE> 209
(b) Years of Service completed on reemployment and after
separation from service with the Employer in connection with which he has five
consecutive One Year Breaks in Service shall not be counted for purposes of
determining such Participant's nonforfeitable percentage right to amounts
credited to his Employer Contribution Account before such Break in Service.
ARTICLE X
METHOD OF PAYMENT
10.1 At the request of a Participant, the form of benefit
payments may be one of the following in cash:
(a) in a lump sum payment; or
(b) in periodic, monthly, quarterly, semi-annual or annual
installments over a period certain not exceeding the Participant's life
expectancy or the joint life expectancy of the Participant and his designated
Beneficiary. If periodic installments are to be paid, a Participant's account
shall be invested in the investment company funds available under the Plan as
designated by the Participant.
If periodic installments are paid over the life expectancy of the
Participant or joint life expectancy of the Participant and a designated
Beneficiary, a Participant may elect, prior to the time distributions begin,
whether or not to have his life expectancy and his Beneficiary's life expectancy
(if the Beneficiary is his spouse) annually recalculated. In the absence of such
election, life expectancies will not be recalculated.
10.2 In no event shall payments of benefits under this Plan
commence later than sixty (60) days after the close of the Plan Year in which
the latest of the following events occur:
(a) the Participant attains age sixty-five (65); or
(b) the Participant completes ten years of participation in
the Plan; or
(c) the termination of the Participant's service with the
Employer.
10.3 (a) Notwithstanding the other requirements of this Plan,
distributions on behalf of any Participant, including a five percent (5%) owner,
may be made in accordance with all of the following requirements (regardless of
when such distribution commences):
(i) The distribution by the Trust Fund is one which
would not have disqualified such Trust under Section 401(a)(9) of the Code as in
effect prior to amendment by the Deficit Reduction Act of 1984.
(ii) The distribution is in accordance with a
method of distribution designated by the Participant whose interest is being
distributed or, if the Participant is deceased, by a Beneficiary of such
Participant.
(iii) Such designation was in writing, was signed by
the Participant or the Beneficiary, and was made before January 1, 1984.
(iv) The Participant had accrued a benefit under the
Plan as of December 31, 1983.
<PAGE> 210
(v) The method of distribution designated by the
Participant or the Beneficiary specifies the time at which distribution will
commence, the period over which distributions will be made, and in the case of
any distribution upon the Participant's death, the Beneficiaries of the
Participant listed in order of priority.
(b) A distribution upon death will not be covered by this
Section unless the information in the designation contains the required
information described above with the respect to the distributions to be made
upon the death of the Participant.
(c) For any distribution which commenced before January 1,
1984, but continues after December 31, 1983, the Participant, or the
Beneficiary, to whom such distribution is being made, will be presumed to have
designated the method of distribution under which the distribution is being made
if the method of distribution was specified in writing and the distribution
satisfies the requirements in subsections (a)(i) and (v) above.
(d) If a designation is revoked, any subsequent distribution
must satisfy the requirements of Section 401(a)(9) of the Code. Any changes in
the designation will be considered to be revocation of the designation. However,
the mere substitution or addition of another Beneficiary (one not named in the
designation) under the designation will not be considered to be revocation of
the designation, so long as such substitution or addition does not alter the
period over which distributions are to be made under the designation, either
directly or indirectly (for example, by altering the relevant measuring life).
10.4 Required Distributions. All distributions required under
this Section 10.4 shall be determined and made in accordance with the proposed
regulations under Section 401(a)(9) of the Code, including the minimum
distribution incidental benefit requirement of Section 1.401(a)(9)-2 of the
proposed regulations.
(a) Required beginning date. The entire interest of a
Participant must be distributed or begin to be distributed no later than the
Participant's required beginning date.
(b) Limits on Distribution Periods. As of the first
distribution calendar year, distributions, if not made in a single-sum, may only
be made over one of the following periods (or a combination thereof):
(1) a period certain not extending beyond the life
expectancy of the Participant, or
(2) a period certain not extending beyond the joint and
last survivor expectancy of the Participant and a designated beneficiary.
(c) Determination of amount to be distributed each year. If
the Participant's interest is to be distributed in other than a single sum, the
following minimum distribution rules shall apply on or after the required
beginning date:
(1) If a Participant's benefit is to be distributed
over (i) a period not extending beyond the life expectancy of the Participant or
the joint life and last survivor expectancy of the Participant and the
Participant's designated beneficiary or (ii) a period not extending beyond the
life expectancy of the designated beneficiary, the amount required to be
distributed for each calendar year, beginning with distributions for the first
distribution calendar year, must at least equal the quotient obtained by
dividing the Participant's benefit by the applicable life expectancy.
<PAGE> 211
(2) For calendar years beginning before January 1,
1989, if the Participant's spouse is not the designated beneficiary, the method
of distribution selected must assure that at least fifty percent (50%) of the
present value of the amount available for distribution is paid within the life
expectancy of the Participant.
(3) For calendar years beginning after December 31,
1988, the amount to be distributed each year, beginning with distributions for
the first distribution calendar year, shall not be less than the quotient
obtained by dividing the Participant's benefit by the lesser of (1) the
applicable life expectancy or (2) if the Participant's spouse is not the
designated beneficiary, the applicable divisor determined from the table set
forth in Q&A-4 of Section 1.401(a)(9)-2 of the proposed regulations.
Distributions after the death of the Participant shall be distributed using the
applicable life expectancy in (c)(i)(A) above as the relevant divisor without
regard to proposed regulations Section 1.401(a)(9)-2.
(4) The minimum distribution required for the
Participant's first distribution calendar year must be made on or before the
Participant's required beginning date. The minimum distribution for other
calendar years, including the minimum distribution for the distribution calendar
year in which the Participant's required beginning date occurs, must be made on
or before December 31 of that distribution calendar year.
(d) Death Distribution Provisions.
(1) Distribution beginning before death. If the
Participant dies after distribution of his or her interest has begun, the
remaining portion of such interest will continue to be distributed at least as
rapidly as under the method of distribution being used prior to the
Participant's death.
(2) Distribution beginning after death. If the
Participant dies before distribution of his or her interest begins, distribution
of the Participant's entire interest shall be completed by December 31 of the
calendar year containing the fifth (5th) anniversary of the Participant's death
except to the extent that the Participant or his designated beneficiary elects
to receive distributions in accordance with (i) or (ii) below:
(i) if any portion of the Participant's interest
is payable to a designated beneficiary, distributions may be made over a period
certain not greater than the life expectancy of the designated beneficiary
commencing on or before December 31 of the calendar year immediately following
the calendar year in which the Participant died;
(ii) if the designated beneficiary is the
Participant's surviving spouse, the date distributions are required to begin in
accordance with (i) above shall not be earlier than the later of (1) December 31
of the calendar year immediately following the calendar year in which the
Participant died and (2) December 31 of the calendar year in which the
Participant would have attained age 70 1/2.
If the Participant has not made an election pursuant to Section
10.4(d)(2) by the time of his or her death, the Participant's designated
beneficiary must elect the method of distribution no later than the earlier of
(1) December 31 of the calendar year in which distributions would be required to
begin under this Section 10.4(d), or (2) December 31 of the calendar year which
contains the fifth (5th) anniversary of the date of death of the Participant. If
the Participant has no designated beneficiary, or if the designated beneficiary
does not elect a method of distribution, distribution of the Participant's
entire interest must be completed by December 31 of the calendar year containing
the fifth (5th) anniversary of the Participant's death.
<PAGE> 212
(3) For purposes of Section 10.4(d)(2) above, if the
surviving spouse dies after the Participant, but before payments to such spouse
begin, the provisions of Section 10.4(d)(2), with the exception of subparagraph
(ii) therein, shall be applied as if the surviving spouse were the Participant.
(4) For purposes of Section 10.4(d), distribution of a
Participant's interest is considered to begin on the Participant's required
beginning date (or, if Section 10.4(d)(3) above is applicable, the date
distribution is required to begin to the surviving spouse pursuant to Section
10.4(d)(3) above).
(e) Definitions.
(1) Applicable life expectancy. The life expectancy (or
joint and last survivor expectancy) calculated using the attained age of the
Participant (or designated beneficiary) as of the Participant's (or designated
beneficiary's) birthday in the applicable calendar year reduced by one for each
calendar year which has elapsed since the date life expectancy was first
calculated. If life expectancy is being recalculated, the applicable life
expectancy will be the life expectancy as so recalculated. The applicable
calendar year shall be the first distribution calendar year and if life
expectancy is being recalculated, such succeeding calendar year.
(2) Designated beneficiary. The individual who is
designated as the beneficiary under the Plan in accordance with Section
401(a)(9) and the proposed regulations thereunder.
(3) Distribution calendar year. A calendar year for
which a minimum distribution is required. For distributions beginning before the
Participant's death, the first distribution calendar year is the calendar year
immediately preceding the calendar year which contains the Participant's
required beginning date. For distributions beginning after the Participant's
death, the first distribution calendar year is the calendar year in which
distributions are required to begin pursuant to Section 10.4(d) above.
(4) Life expectancy. Life expectancy and joint and last
survivor expectancy are computed by use of the expected return multiples in
Tables V and VI of Section 1.72-9 of the income tax regulations. Unless
otherwise elected by the Participant by the time distributions are required to
begin, life expectancies shall not be recalculated annually. Such election shall
be irrevocable as to the Participant (or spouse) and shall apply to all
subsequent years. The life expectancy of a non-spouse designated beneficiary
may not be recalculated. A spousal designated beneficiary may not elect to have
his or her life expectancy recalculated with respect to any distribution paid
pursuant to Section 10.4(d)(2).
(5) Participant's benefit.
(i) The Participant's account balance as of the
last valuation date in the calendar year immediately preceding the distribution
calendar year (valuation calendar year) increased by the amount of any
contributions or forfeitures allocated to the account balance as of dates in the
valuation calendar year after the valuation date and decreased by distributions
made in the valuation calendar year after the valuation date.
(ii) For purposes of paragraph (i) above, if any
portion of the minimum distribution for the first distribution calendar year is
made in the second distribution calendar year on or before the required
beginning date, the amount of the minimum distribution made in the second
distribution calendar year shall be treated as if it had been made in the
immediately preceding distribution calendar year.
<PAGE> 213
(6) Required beginning date.
(i) General rule. The required beginning date of a
Participant is the first day of April of the calendar year following the
calendar year in which the Participant attains age 70 1/2.
(ii) Transitional rules. The required beginning
date of a Participant who attains age 70 1/2 before January 1, 1988, shall be
determined in accordance with (A) or (B) below:
(A) Non-five (5)-percent owners. The required
beginning date of a Participant who is not a five (5)-percent owner is the first
day of April of the calendar year following the calendar year in which the later
of retirement or attainment of age 70 1/2 occurs.
(B) Five (5)-percent owners. The required
beginning date of a Participant who is a five (5)-percent owner during any year
beginning after December 31, 1979, is the first day of April following the later
of:
(I) the calendar year in which the
Participant attains age 70 1/2, or
(II) the earlier of the calendar year
with or within which ends the Plan Year in which the Participant becomes a five
(5)-percent owner, or the calendar year in which the Participant retires.
The required beginning date of a Participant who is not a five (5)-percent owner
who attains age 70 1/2 during 1988 and who has not retired as of January 1,
1989, is April 1, 1990.
(iii) Five (5)-percent owner. A Participant is
treated as a five (5)-percent owner for purposes of this section if such
Participant is a five (5)-percent owner as defined in Section 416(i) of the Code
(determined in accordance with Section 416 but without regard to whether the
Plan is top-heavy) at any time during the Plan Year ending with or within the
calendar year in which such owner attains age 66 1/2 or any subsequent Plan
Year.
(iv) Once distributions have begun to a five
(5)-percent owner under this section, they must continue to be distributed, even
if the Participant ceases to be a five (5)-percent owner in a subsequent year.
10.5 Restrictions on Distributions Prior to Normal Retirement
Date. If the value of a Participant's vested account balance exceeds (or at the
time of any prior distribution exceeded) $3,500, the Participant must consent to
any distribution made to him before he attains the Normal Retirement Date. The
consent of the Participant shall be obtained in writing within the 90-day period
ending on the date benefits are paid. The Committee shall notify the Participant
of his right to defer any distribution until the Participant attains the Normal
Retirement Date (or would have attained the Normal Retirement Date if not
deceased). Such notification shall include a general description of the material
features, and an explanation of the relative values of, the optional forms of
benefit available under the Plan in a manner that would satisfy the notice
requirements of Section 417(a)(3) of the Code below, and shall be provided no
less than 30 days and no more than 90 days prior to the date benefits are paid.
<PAGE> 214
The consent of the Participant shall not be required to the extent that a
distribution is required to satisfy Sections 401(a)(9) or 415 of the Code. A
distribution may be paid to the Participant less than 30 days after the notice
described in this Section 10.5 is given to him, provided that the Administrative
Committee clearly informs the Participant that he has the right to a period of
at least 30 days after receiving the notice to consider the decision of whether
or not to elect the distribution and the Participant, after receiving the
notice, affirmatively elects to receive a distribution. In addition, subject to
Section 10.7, upon termination of this Plan, the Participant's entire account
balance may be distributed without the Participant's consent to the Participant
or transferred to another defined contribution plan (other than an employee
stock ownership plan, as defined in Section 4975(e)(7) of the Code) within the
same controlled group as the Employer.
10.6 Withdrawals upon Attainment of Age 59-1/2. Upon the
attainment of age 59-1/2, a Participant who is fully vested in his Employer
Contribution Account will be entitled to withdraw once a Plan Year all or any
portion of his account balance in a single sum. Any withdrawal by a Participant
under this Section 10.6 will be made only after the Participant files a written
request with the Administrative Committee pursuant to such terms and conditions
as the Committee may prescribe.
10.7 Direct Rollovers
(a) This Section applies to distributions made on or after
January 1, 1993. Notwithstanding any provision of the Plan to the contrary that
would otherwise limit a distributee's election under this Section, a distributee
may elect, at the time and in the manner prescribed by the Administrative
Committee to have any portion of an eligible rollover distribution paid directly
to an eligible retirement plan specified by the distributee in a direct
rollover.
(b) Definitions.
(i) Eligible rollover distribution: An eligible
rollover distribution is any distribution of all or any portion of the balance
to the credit of the distributee, except that an eligible rollover distribution
does not include: any distribution that is one of a series of substantially
equal periodic payments (not less frequently than annually) made for the life
(or life expectancy) of the distributee or the joint lives (or joint life
expectancies) of the distributee and the distributee's designated beneficiary,
or for a specified period of ten years or more; any distribution to the extent
such distribution is required under section 401(a)(9) of the Code; and the
portion of any distribution that is not includable in gross income (determined
without regard to the exclusion for net unrealized appreciation with respect to
employer securities).
(ii) Eligible retirement plan: An eligible retirement
plan is an individual retirement account described in section 408(a) of the
Code, an individual retirement annuity described in section 408(b) of the Code,
an annuity plan described in section 403(a) of the Code, or a qualified trust
described in section 401(a) of the Code, that accepts the distributee's eligible
rollover distribution. However, in the case of an eligible rollover distribution
to the surviving spouse, an eligible retirement plan is an individual retirement
account or individual retirement annuity.
(iii) Distributee: A distributee includes an Employee
or former Employee. In addition, the Employee's or former Employee's surviving
spouse or former spouse who is the alternate payee under a qualified domestic
relations order, as defined in section 414(p) of the Code, are distributees with
regard to the interest of the spouse or former spouse.
<PAGE> 215
(iv) Direct rollover: A direct rollover is a payment by
the Plan to the eligible retirement plan specified by the distributee.
ARTICLE XI
ADMINISTRATION OF PLAN
11.1 (a) This Plan shall be administered by a Committee which
shall consist of not less than two nor more than five members.
(b) The Committee shall serve without compensation from the
Plan. Vacancies may be filled by the Chief Executive Officer of Delaware Group
Delaware Fund, Inc. on an interim basis, until action to fill the vacancy is
taken by the Board of Directors of Delaware Group Delaware Fund, Inc.
(c) The Committee:
(1) shall act by affirmative vote of a majority of its
members at a meeting called with five days notice or in writing without a
meeting;
(2) shall appoint a Secretary who may be but need not
be one of its own members. He shall keep complete records of the administration
of the Plan;
(3) may authorize each and any one of its members to
perform routine acts and to sign documents on its behalf.
11.2 The Committee may appoint such persons or committees, employ
such attorneys, agents, accountants, investment managers, consultants,
actuaries, and other specialists as it deems necessary or desirable to advise or
assist it in the performance of its duties hereunder and the Committee may rely
upon their respective written opinions or certificates. To the extent such
persons are empowered by written notification from the Committee to perform
duties defined in ERISA as fiduciary duties, such empowerment shall constitute a
delegation of fiduciary responsibility for purposes of determining the
co-fiduciary liability under ERISA. The Committee shall review the performance
of any such persons periodically.
11.3 Administration of the Plan shall consist of interpreting and
carrying out the provisions of this Plan. The Committee shall determine the
eligibility of Employees to participate in this Plan, their rights while
Participants in this Plan and the nature and amount of benefits to be received
therefrom. The Committee shall decide any disputes which may arise under this
Plan and the Trust Agreement. The Committee may provide rules and regulations
for the administration of the Plan consistent with its terms and provisions. Any
construction or interpretation of the Plan and any determination of fact in
administering the Plan made in good faith by the Committee shall be final and
conclusive for all Plan purposes. The Committee shall have the discretionary
authority to determine eligibility for benefits and to construe the terms of the
Plan.
11.4 (a) The Committee shall prescribe a form for the
presentation of claims under the terms of this Plan and/or Trust Agreement.
(b) Upon presentation to the Committee of a claim on the
prescribed form, the Committee shall make a determination of the validity
thereof. If the determination is adverse to the claimant, the Committee shall
furnish to the claimant within 90 days after the receipt of the claim a written
notice setting forth the following:
<PAGE> 216
(1) The specific reason or reasons for the denial;
(2) Specific reference to pertinent provisions of the
Plan on which the denial is based;
(3) A description of any additional material or
information necessary for the claimant to perfect the claim and an explanation
of why such material or information is necessary; and
(4) Appropriate information as to the steps to be taken
if the claimant wishes to submit his or her claim for review.
(c) In the event of a denial of a claim, the claimant or his
duly authorized representative may appeal such denial to the Committee for a
full and fair review of the adverse determination. Claimant's request for review
must be in writing and made to the Committee within 60 days after receipt by
claimant of the written notification required under Section 11.4(b); provided,
however, such 60 day period shall be extended if circumstances so warrant.
Claimant or his duly authorized representative may submit issues and comments in
writing which shall be given full consideration by the Committee in his review.
(d) The Committee may, in its sole discretion, conduct a
hearing. A request for a hearing made by claimant will be given full
consideration. At such hearing, the claimant shall be entitled to appear and
present evidence and be represented by counsel.
(e) A decision on a request for review shall be made by the
Committee not later than 60 days after receipt of the request; provided,
however, in the event of a hearing or other special circumstances, such decision
shall be made not later than 120 days after receipt of such request. If it is
necessary to extend the period of time for making a decision beyond 60 days
after the receipt of the request, the claimant shall be notified in writing of
the extension of time prior to the beginning of such extension.
(f) The Committee's decision on review shall state in
writing the specific reasons and references to the Plan provisions on which it
is based. Such decision shall be promptly provided to the claimant. If the
decision on review is not furnished in accordance with the foregoing, the claim
shall be deemed denied on review.
11.5 The Committee shall have the power to allocate its
responsibilities among its several members, except that all matters involving
the hearing of and decision on the claims and the review of the determination of
benefits shall be made by the full Committee; provided, however, that no member
of the Committee shall participate in any matter relating solely to himself.
11.6 To the extent required by law, the Committee shall give
notice in writing to all interested parties of any amendment of this Plan and/or
Trust Agreement and of any application to any government agency for any
determination of the effect of any such amendment on the Plan within the
jurisdiction of that agency.
11.7 (a) The Committee shall administer the Plan and the Trust
Agreement forming a part thereof under uniform rules of general application.
(b) The Committee or any member thereof:
(1) May serve under the Plan and/or the Trust Agreement
in one or more fiduciary capacities, as that term is defined in ERISA; and
<PAGE> 217
(2) May resign by giving written notice thereof to the
Chief Executive Officer of Delaware Group Delaware Fund, Inc. not less than
fifteen (15) days before the effective date of such resignation; and
(3) May be removed at any time, without cause, by the
Board of Directors of Delaware Group Delaware Fund, Inc.
ARTICLE XII
AMENDMENT, CONSOLIDATION, MERGER OR TERMINATION
12.1 Delaware Group Delaware Fund, Inc. may amend the Plan and
the Trust Agreement in any manner and at any time by action of its Board of
Directors; provided, however, that no amendment shall deprive any Participant or
his Beneficiary of any vested interest he may have hereunder unless the
amendment is for the purpose of conforming the Plan to the requirements of the
Code or any other applicable law. No amendment which affects the rights,
responsibilities or duties of the Trustee may be made without the Trustee's
written consent. No amendment shall be made to the Plan which has the effect of
eliminating or reducing an early retirement benefit or a retirement-type
subsidy, eliminating an optional form of benefit or decreasing a Participant's
account balance with respect to benefits attributable to service before the
amendment. Further, if the vesting schedule of the Plan is amended, in the case
of an Employee who is a Participant as of the later of the date such amendment
is adopted or the date it becomes effective, the nonforfeitable percentage
(determined as of such date) of such Employee's right to his Employer derived
account balance will not be less than his percentage computed under the Plan
without regard to such amendment.
12.2 Any Participant on the effective date of an amendment who is
not actively participating in the Plan on such effective date shall not benefit
from an amendment unless otherwise required by law or unless such amendment is
specifically made applicable to such Participant.
12.3 In the event of any merger or consolidation with, or
transfer of assets or liabilities to, any other plan, each Participant shall be
entitled to a benefit after the merger, consolidation or transfer (if the Plan
then terminated) which is not less than the benefits he would have been entitled
to receive immediately before the merger, consolidation or transfer (if the Plan
had then terminated).
12.4 The Employer intends to continue the Plan indefinitely but
reserves the right to discontinue contributions, terminate or partially
terminate the Plan at any time. In the event of a complete discontinuance of
contributions, termination or partial termination of the Plan, the interests of
all Participants affected shall become nonforfeitable. Upon termination of the
Plan, the Employer shall in its complete discretion notify the Trustee to either
hold all assets of the Trust Fund and make payments in accordance with the terms
of the Plan or distribute to each Participant his net account balance in a lump
sum payment in cash or kind. The Employer's contribution to the Trust Fund or
the income thereof shall not be paid to, or shall not revert to Employer and
shall not be used for any purpose other than the exclusive benefit of the
Participants or their Beneficiaries.
<PAGE> 218
ARTICLE XIII
MISCELLANEOUS
13.1 To the extent permitted by law, it is a condition of the
Plan that the benefits provided hereunder shall not be subject to assignment,
anticipation, alienation, attachment, levy or transfer, and any attempt to do so
shall not be recognized. The preceding sentence shall also apply to the
creation, assignment or recognition of a right to any benefit payable with
respect to a Participant pursuant to a domestic relations order, unless such
order is determined to be a qualified domestic relations order as defined in
Section 414(p) of the Code. If provided by the terms of a qualified domestic
relations order, a distribution of benefits may be made from the Plan to the
alternate payee under such order in a single lump sum as soon as practicable
following the determination by the Administrative Committee that the order
constitutes a qualified domestic relations order. Payment of benefits may be
made to the alternate payee even though the Participant identified in the order
has not attained the earliest retirement age under the Plan. For purposes of
this Section 13.1, the "earliest retirement age" means the earlier of (i) the
date in which the Participant is entitled to a distribution under the Plan or
(ii) the later of the date the Participant attains age 50 or the earliest date
on which the Participant would begin receiving benefits if the Participant
separated from service.
13.2 Nothing herein contained shall be deemed to give any
Employee the right to be retained in the employ of Employer or to interfere with
the right of the Employer to discharge any Employee at any time, nor shall it be
deemed to give the Employer the right to require any Employee to remain in its
employ, nor shall it interfere with the Employee's right to terminate his
employment at any time.
13.3 All expenses incurred by the Trustees in the administration
of the Fund, including but not limited to the compensation of counsel,
accountants, Trustees, other agents or fiduciaries, shall be charged against the
Employer, unless otherwise paid by the Fund.
13.4 This Plan shall be interpreted in accordance with the laws
of the Commonwealth of Pennsylvania, except to the extent superseded by ERISA as
in effect from time to time.
ARTICLE XIV
LOANS
14.1 The Committee, in its sole discretion, may direct the
Trustees to make a loan to a Participant, who is a party-in-interest, as defined
in Section 3(14) of ERISA, from the Participant's account balance upon receipt
of a written request from the Participant. The total amount of any such loan
(when added to the outstanding balance of all other loans to the Participant
under the Plan or any other qualified plan of the Employer) shall not exceed the
lesser of $50,000 or 50% of the Participant's vested account balance. The
$50,000 limitation shall be reduced by the excess, if any, of the highest
outstanding balance of loans to the Participant from the Plan during the
one-year period ending on the day before the date on which such loan was made
over the outstanding balance of loans from the Plan to the Participant on the
date that such loan was made.
<PAGE> 219
14.2 A request by a Participant for a loan shall be made in
writing to the Committee and shall specify the amount of the loan. The terms and
conditions on which the Committee shall approve loans under the Plan shall be
applied on a reasonably equivalent basis with respect to all Participants. If a
Participant's request for a loan is approved by the Committee, the Committee
shall furnish the Trustees with written instructions directing the Trustees to
make the loan in a lump sum payment of cash to the Participant. In making any
loan payment under this Article XIV, the Trustees shall be fully entitled to
rely on the instructions furnished by the Committee, and shall be under no duty
to make any inquiry or investigation with respect thereto.
14.3 Loans shall be made on such terms and subject to such
limitations as the Committee may prescribe from time to time, provided that any
such loan shall be evidenced by a written note, shall bear a reasonable rate of
interest on the unpaid principal thereof, shall be adequately secured, and shall
be repaid by the Participant over a period not to exceed five years.
14.4 Any loan to a Participant under the Plan shall be secured by
the pledge of not more than 50% percent of the Participant's right, title and
interest in his vested account balance. Such pledge shall be evidenced by the
execution of a promissory note by the Participant.
14.5 The Committee shall have the sole responsibility for
insuring that a Participant timely makes all loan repayments, and for notifying
the Trustees in the event of any default by the Participant on the loan. Each
loan repayment shall be paid to the Trustees, and shall be accompanied by
written instructions from the Committee that identifies the Participant on whose
behalf the loan repayment is being made. Repayment of loans shall be made solely
by means of payroll deductions, or such other manner approved by the Committee.
14.6 In the event of a default by a Participant on a loan
repayment, all remaining principal payments on the loan shall be immediately due
and payable. The Committee shall be authorized (to the extent permitted by law)
to take any and all actions necessary and appropriate to enforce collection of
an unpaid loan. However, in the event of a default, foreclosure on the note and
attachment of security will not occur until a distributable event occurs under
the Plan.
14.7 Upon the occurrence of a Participant's retirement or death,
or earlier distribution of benefits, the unpaid balance of any loan, including
any unpaid interest, shall be deducted from any payment or distribution from the
Trust Fund to which such Participant or his Beneficiary may be entitled and his
vested interest in his account shall be reduced.
14.8 A loan to a Participant shall be considered an investment of
the separate account(s) of the Participant from which the loan is made. All loan
repayments shall be credited to such separate account(s) and reinvested in the
investment company fund designated by the Participant.
14.9 A loan may not be made to a Participant who owns (or is
considered as owning within the meaning of Section 318(a)(1) of the Internal
Revenue Code) more than 5% of the outstanding stock of the Employer.
14.10 For loans granted or renewed on or after the last day of
first Plan Year beginning on or after January 1, 1989, the Committee shall issue
written loan guidelines, which shall form part of the Plan, describing the
procedures and conditions for making loans, and may revise those guidelines at
any time, and for any reason.
<PAGE> 220
ARTICLE XV
LIMITATIONS ON ALLOCATIONS
15.1 The provisions of this Article XV shall be effective for
limitation years beginning after December 31, 1986.
(a) Notwithstanding any provisions of this Plan to the
contrary, the annual additions which may be credited to a Participant's account
for any limitation year will not exceed the lesser of the maximum permissible
amount or any other limitation contained in this Plan.
(b) As soon as is administratively feasible after the end of
the limitation year, the maximum permissible amount for the limitation year will
be determined on the basis of the Participant's actual compensation for the
limitation year.
(c) In the event that it is determined that because of the
allocation of forfeitures, a reasonable error in estimating a Participant's
annual compensation or under other limited facts and circumstances permitted by
the Commissioner of the Internal Revenue Service, if there is an excess amount
the excess will be disposed of as follows:
(1) If the Participant is covered by the Plan at the
end of the limitation year, the excess amount shall be used to reduce employer
contributions (including any allocation of forfeitures) for such Participant in
the next limitation year, and each succeeding limitation year if necessary;
(2) If the Participant is not covered by the Plan at
the end of the limitation year, the excess amount will be held unallocated in a
suspense account. The suspense account will be applied to reduce future employer
contributions (including allocation of any forfeitures) for all remaining
Participants in the next limitation year, and each succeeding limitation year if
necessary;
(3) If a suspense account is in existence at any time
during the limitation year pursuant to this Section, it will not participate in
the allocation of investment gains and losses. The entire amount allocated to
Participants from a suspense account, including any such gains or other income
or less any losses is considered an annual addition.
(d) For the purpose of applying the limitations under this
Article, all defined contribution plans maintained by the employer are to be
considered as a single plan.
15.2 Definitions. For purposes of this Article only, the
following definitions and rules of interpretation will apply:
(a) "annual additions" -- The sum of the following amounts
credited to a Participant's account for the limitation year:
(1) employer contributions;
(2) forfeitures;
(3) voluntary Employee contributions;
(4) amounts allocated after March 31, 1984, to an
individual medical account, as defined in Section 415(1)(1) of the Code, which
is part of a pension or annuity maintained by the employer;
<PAGE> 221
(5) amounts derived from contributions paid or accrued
after December 31, 1985, in taxable years ending after such date, which are
attributable to post-retirement medical benefits allocated to the separate
account of a key employee, as defined in Section 419A(d)(3) of the Code, under a
welfare benefit fund as defined in Section 419(e) of the Code, maintained by the
employer; and
(6) excess amounts applied under this Article in the
limitation year to reduce employer contributions.
(b) "compensation" -- a Participant's earned income, wages,
salaries, and fees for professional services and other amounts received (without
regard to whether an amount is paid in cash) for personal services actually
rendered in the course of employment with the employer to the extent that the
amounts are includable in gross income (including, but not limited to,
commissions paid salesmen, compensation for services on the basis of a
percentage of profits, commissions on insurance premiums, tips, bonuses, fringe
benefits, reimbursements and expense allowances), and excluding the following:
(1) Employer contributions to a plan of deferred
compensation which are not includable in the Employee's gross income for the
taxable year in which contributed, or Employer contributions under a simplified
employee pension to the extent such contributions are deductible by
the Employee, or any distributions from a plan of deferred compensation;
(2) Amounts realized from the exercise of a
nonqualified stock option, or when restricted stock (or property) held by the
Employee either becomes freely transferable or is no longer subject to a
substantial risk of forfeiture;
(3) Amounts realized from the sale, exchange or other
disposition of stock acquired under a qualified stock option; and
(4) Other amounts which received special tax benefits,
or contributions made by the employer (whether or not under a salary reduction
agreement) towards the purchase of an annuity described in Section 403(b) of the
Code (whether or not the amounts are actually excludable from the gross income
of the Employee); and
(5) Any contribution for medical benefits (within the
meaning of Section 419A(f)(2) of the Code) after separation from service which
is otherwise treated as an annual addition; and
(6) Any amount otherwise treated as an annual addition
under Section 415(i)(1) of the Code.
For purposes of applying the limitations of this
Article, compensation for a limitation year is the compensation actually paid or
includable in gross income during such year.
Notwithstanding the preceding sentence, compensation
for a Participant who is permanently and totally disabled (as defined in Section
37(e)(3) of the Code) is the compensation such Participant would have received
for the limitation year if the Participant had been paid at the rate of
compensation paid immediately before becoming permanently and totally disabled;
such imputed compensation for the disabled Participant may be taken into account
only if the Participant is not an officer, an owner, or highly compensated, and
contributions made on behalf of such Participant are nonforfeitable when made.
<PAGE> 222
(c) "employer" -- The Employer that adopts this Plan, and
all members of a controlled group of corporations (as defined in Section 414(b)
of the Code as modified by Section 415(h) of the Code), all commonly controlled
trades or businesses (as defined in Section 414(c) of the Code as modified by
Section 415(h) of the Code), or affiliated service groups (as defined in Section
414(m) of the Code) of which the adopting Employer is a part.
(d) "excess amount" -- The excess of the Participant's
annual additions for the limitation year over the maximum permissible amount.
(e) "limitation year" -- Effective April 2, 1989, the
twelve-month period beginning April 2 and ending April 1. Prior to April 2,
1989, the limitation year is the twelve-month period from November 1 through the
following October 31, except the limitation year beginning November 1, 1988
shall end April 1, 1989.
(f) "maximum permissible amount" -- The lesser of $30,000
(or, if greater, 1/4 of the dollar limitation in effect under Section
415(b)(1)(A) of the Code) or twenty-five percent (25%) of the Participant's
compensation for the limitation year.
ARTICLE XVI
TOP HEAVY DEFINITIONS AND RULES
16.1 Key employee. An Employee or former Employee, (or the
Beneficiary of such an Employee or former Employee) who at any time during the
determination period was:
(a) An officer of the Employer having an annual compensation
greater than fifty percent (50%) of the amount in effect under Section
415(b)(1)(A) of the Code for any such Plan Year;
(b) One of the ten Employees having annual compensation from
the Employer of more than the limitation in effect under Section 415(c)(1)(A) of
the Code and owning (or considered as owning within the meaning of Section 318
of the Code) the largest interests in the Employer;
(c) A person owning (or considered as owning within the
meaning of Section 318 of the Code) more than five percent (5%) of the
outstanding stock of the Employer or stock possessing more then five percent
(5%) of the total combined voting power of ail stock of the Employer, or
(d) A person who has annual compensation from the Employer
of more than $150,000 and who would be described in (c) hereof if one percent
(1%) were substituted for five percent (5%).
For purposes of (a) above, no more than fifty (50) Employees (or, if lesser, the
greater of three or ten percent of the Employees will be treated as officers.)
For purposes of (b), if two Employees have the same interest in the Employer,
the Employee having greater annual compensation from the Employer will be
treated as having a larger interest. For purposes of this Article the term
"compensation" shall have the same meaning as provided for in Article XV.
The determination period is the Plan Year containing the
determination date as defined in Section 16.8, and the four (4) preceding Plan
Years. The determination of who is a key employee will be made in accordance
with the rules and regulations under Section 416(i)(1) of the Code.
<PAGE> 223
16.2 Non-key employee. Any Employee who is not a key employee. In
addition, any Beneficiary of a non-key employee will be treated as a non-key
employee.
16.3 Permissive aggregation group. The required aggregation group
of plans plus any other plan or plans of the Employer, which considered as a
group with the required aggregation group, would continue to satisfy the
requirements of Sections 401(a)(4) and 410 of the Code.
16.4 Required aggregation group.
(a) Each qualified plan of the Employer in which at least
one key employee participates or participated at any time during the
determination period (regardless of whether the plan has terminated), and
(b) Any other qualified plan of the Employer which enables a
plan described in (a) to meet the requirements of Sections 401 (a)(4) and 410 of
the Code.
16.5 Top-heavy plan. This Plan is top-heavy for any Plan Year if
any of the following conditions exist;
(a) If the top-heavy ratio for this Plan exceeds sixty
percent (60%) and this Plan is not part of any required aggregation group or
permissive aggregation group of plans.
(b) If this Plan is part of a required aggregation group of
plans but not part of a permissive aggregation group and the top-heavy ratio for
the required aggregation group of plans exceeds sixty percent (60%).
(c) If this Plan is a part of a permissive aggregation group
of plans and the top-heavy ratio for the required aggregation group exceeds
sixty percent (60%) and the top-heavy ratio for the permissive aggregation group
exceeds sixty percent (60%).
16.6 Super top-heavy plan. For any Plan Year in which this
Plan would be a Top-Heavy Plan pursuant to Section 16.5 above if "ninety percent
(90%)" were substituted for "sixty percent (60%)" at each place where "sixty
percent (60%)" appears therein.
16.7 Top-heavy ratio.
(a) If the Employer maintains one or more defined
contribution plans (including any simplified employee pension plan) and has not
maintained any defined benefit plan which during the five (5) year period ending
on the determination date has or has had accrued benefits, the top-heavy ratio
for this Plan alone or for the required or permissive aggregation group as
appropriate is a fraction, the numerator of which is the sum of the account
balances of all key employees as of the determination date (including any part
of any account balance distributed in the five (5) year period ending on the
determination date), and the denominator of which is the sum of all account
balances (including any part of any account balance distributed in the five (5)
Year period ending on the determination date), both computed in accordance with
Section 416 of the Code and the regulations thereunder. Both the numerator and
denominator of the top-heavy ratio are increased to reflect any contribution not
actually made as of the determination date, but which is required to be taken
into account on that date under Section 416 of the Code and the regulations
thereunder.
<PAGE> 224
(b) If the Employer maintains one or more defined
contribution plans (including any simplified employee pension plan) and
maintains or has maintained one or more defined benefit plans which during the
five (5) year period ending on the Determination Date has or has had any accrued
benefits, the top-heavy ratio for any required or permissive aggregation group
as appropriate is a fraction, the numerator of which is the sum of account
balances under the aggregated defined contribution plan or plans for all key
employees determined in accordance with (2) above, and the present value of
accrued benefits under the aggregated defined benefit plan or plans for all key
employees as of the determination date, and the denominator of which is the sum
of the account balances under the aggregated defined contribution plan or plans
for all Participants, determined in accordance with (a) above, and the present
value of accrued benefits under the aggregated defined benefit plan or plans for
all Participants as of the determination dates, all determined in accordance
with Section 416 of the Code and the regulations thereunder. The accrued
benefits under a defined benefit plan in both the numerator and denominator of
the top-heavy ratio are increased for any distribution of an accrued benefit
made in the five year period ending on the determination date.
(c) For the purposes of (a) and (b) above, the value of
account balances and the present value of accrued benefits will be determined as
of the most recent valuation date that falls within or ends with the twelve (12)
month period ending on the determination date, except as provided in Section 416
of the Code and the regulations thereunder for the first and second plan years
of a defined benefit plan. The account balances and accrued benefits of a
Participant (1) who is a non-key employee but who was a key employee in a prior
year, or (2) who has not been credited with at least one Hour of Service with
any Employer maintaining the Plan at any time during the five (5) year period
ending on the determination date will be disregarded. The calculation of the
top-heavy ratio, and the extent to which distributions, rollovers, and transfers
are taken into account will be made in accordance with Section 416 of the Code
and the regulations thereunder. When aggregating plans the value of account
balances and accrued benefits will be calculated with reference to the
determination dates that fall within the same calendar year. If any individual
has not received any compensation from any employer maintaining the plan (other
than benefits under the Plan) at any time during the five (5) year period ending
on the determination date, any accrued benefit for such individual (and the
account of such individual) will not be taken into account.
Effective for Plan Years beginning after December 31, 1986,
the accrued benefit of a Participant other than a key employee shall be
determined under (i) the method, if any, that uniformly applies for accrual
purposes under all defined benefit plans maintained by the Employer or (ii) if
there is no such method, as if such benefit accrued not more rapidly than the
slowest accrual rate permitted under the fractional rule of Section 411(b)(1)(C)
of the Code.
16.8 Determination date. With respect to any Plan Year subsequent
to the first Plan Year, the last day of the preceding Plan Year. For the first
Plan Year of the Plan, the last day of that Plan Year.
16.9 Valuation date. The last day of the Plan Year.
16.10 Present value. Present value will be based upon the
interest and mortality rates specified in the Employer's defined benefit plan.
<PAGE> 225
16.11 Minimum Allocation.
(a) If in any Plan Year the Plan is a Top Heavy Plan and the
Employer does not maintain any qualified defined benefit plan in addition to
this Plan, except as provided in (b) and (c) below, the Employer contributions
and forfeitures allocated on behalf of any Participant who is a non-key employee
will not be less than the lesser of three percent (3%) of such Participant's
compensation or the largest percentage of Employer contributions and
forfeitures, as a percentage of the first $200,000 of the key employee's
compensation (as defined in Section 15.2(b)), and as limited by Section
401(a)(17) of the Code, allocated on behalf of any key employee for that year.
The minimum allocation is determined without regard to any Social Security
contributions. This minimum allocation will be made even though, under other
Plan provisions, the Participant would not otherwise be entitled to receive an
allocation, or would have received a lesser allocation for the year because of
the Participant's failure to complete 1,000 Hours of Service. The minimum
allocation (if any) required under this paragraph (a) shall be made to this Plan
only to the extent such allocation is not made for the Participant under any
other defined contribution plan(s) maintained by the Employer.
(b) In the event the Employer maintains a qualified defined
benefit plan(s) in addition to this Plan, the Employer will provide a minimum
allocation at least equal to five percent (5%) of compensation (as defined in
Section 15.2(b)) to each non-key employee, entitled under (a) above to receive a
minimum allocation, who is covered under this Plan and the qualified defined
benefit plan(s). If this Plan enables a defined benefit plan to meet the
requirements of Section 401(a) or 410 of the Code, the minimum allocation
described in (a) above must be at least three percent (3%) of a Participant's
compensation, regardless of the largest percentage of Employer contributions and
forfeitures of a key employee's compensation.
(c) The provisions in (a) and (b) above will not apply to
any Participant who was not employed by the Employer on the last day of the Plan
Year.
(d) The minimum allocation required under this Section 16.11
(to the extent required to be nonforfeitable under Section 416(b) of the Code)
may not be forfeited under Sections 411(a)(3)(B) or 411(a)(3)(D) of the Code.
IN WITNESS WHEREOF, Delaware Group Delaware Fund, Inc. has caused
this amended and restated Plan, effective April 1, 1989, to be executed by its
duly authorized officers and its corporate seal to be impressed hereon this 17th
day of November, 1994.
Attest: DELAWARE GROUP DELAWARE FUND, INC.
/s/ George M. Chamberlain, Jr. By: /s/ Brian F. Wruble
- ------------------------------ --------------------
George M. Chamberlain, Jr. Brian F. Wruble
Senior Vice President/Secretary President and Chief Executive Officer
<PAGE> 226
EXHIBIT 23.EXHIBIT 24(b)(11)
Consent of Independent Auditors
We consent to the references to our firm under the captions "Financial
Highlights" in the Prospectus and "Financial Statements" in the Statement of
Additional Information and to the use of our report dated February 7, 1995 in
the Post-Effective Amendment No. 15 to the Registration Statement (Form N-1A)
(No. 33-14363) of Delaware Group Premium Fund, Inc.
/s/ Ernst & Young LLP
---------------------
ERNST & YOUNG LLP
Philadelphia, Pennsylvania
April 24, 1995
<PAGE> 227
Report of Independent Auditors
To the Shareholders and Board of Directors
Delaware Group Premium Fund, Inc.
We have audited the accompanying statements of net assets of Delaware Group
Premium Fund, Inc. (comprised of the Equity/Income Series, the High Yield
Series, the Capital Reserves Series, the Multiple Strategy Series, the Money
Market Series, the Growth Series, the International Equity Series, the Emerging
Growth Series and the Value Series) as of December 31, 1994, and the related
statements of operations for the year then ended, the statements of changes in
net assets for each of the two years in the period then ended, and the financial
highlights for each period from the date of initial public offering of the
respective Series through December 31, 1994. These financial statements and
financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and the
financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1994 by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Delaware Group Premium Fund, Inc. at December 31, 1994, the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each
period from the date of initial public offering of the respective Series through
December 31, 1994, in conformity with generally accepted accounting principles.
/s/ Ernst & Young LLP
---------------------
ERNST & YOUNG LLP
Philadelphia, Pennsylvania
February 7, 1995
<PAGE> 228
Report of Independent Auditors
To the Shareholders and Board of Directors
Delaware Group Premium Fund, Inc. -- International Equity Series
We have audited the accompanying statements of net assets of Delaware Group
Premium Fund, Inc. -- International Equity Series as of December 31, 1994, and
the related statements of operations for the year then ended, the statements of
changes in net assets for each of the two years in the period then ended, and
the financial highlights for each period from October 29, 1992, the date of
initial public offering, through December 31, 1994. These financial statements
and financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and the
financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1994 by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Delaware Group Premium Fund, Inc. -- International Equity Series at December 31,
1994, the results of its operations for the year then ended, the changes in its
net assets for each of the two years in the period then ended, and the financial
highlights for each period from October 29, 1992, the date of initial public
offering through December 31, 1994, in conformity with generally accepted
accounting principles.
/s/ Ernst & Young LLP
---------------------
ERNST & YOUNG LLP
Philadelphia, Pennsylvania
February 7, 1995
<PAGE> 229
EX-99.EXHIBIT 24(b)(16)
DELAWARE GROUP
PREMIUM FUND - EQUITY INCOME
ANNUALIZED RATE OF RETURN
FOR FISCAL YEAR ENDING 1994
--------------------------------------------------------------------
Average Annual Compounded Rate of Return:
n
P(1 + T) = ERV
ONE
YEAR
-----------
1
$1000(1 - T) = $ 997.98
T = -.20%
THREE
YEARS
-----------
3
$1000(1 - T) = $1,253.83
T = 7.83%
FIVE
YEARS
-----------
5
$1000(1 - T) = $1,329.54
T = 5.86%
LIFE OF
FUND
-----------
6.42896175
$1000(1 - T) = $1,526.87
T = 6.80%
<PAGE> 230
DELAWARE GROUP
PREMIUM FUND - EQUITY INCOME
TOTAL RETURN PERFORMANCE
THREE MONTHS
-----------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $11.96
Initial Shares 83.612
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- --------- ------------ ---------- -----------
1994 83.612 $0.100 0.719 84.331
------- --------- ------------ ---------- -----------
Ending Shares 84.331
Ending NAV x $11.48
----------
Investment Return $968.12
Total Return Performance
------------------------
Investment Return $968.12
Less Initial Investment $1,000.00
----------
($31.88)/ $1,000.00 x 100
Total Return: -3.1880%
<PAGE> 231
DELAWARE GROUP
PREMIUM FUND - EQUITY INCOME
TOTAL RETURN PERFORMANCE
SIX MONTHS
----------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $11.58
Initial Shares 86.356
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- ----------- ----------- ----------- -----------
1994 86.356 $0.200 1.487 87.843
------- ----------- ----------- ----------- -----------
Ending Shares 87.843
Ending NAV x $11.48
----------
Investment Return $1,008.44
Total Return Performance
------------------------
Investment Return $1,008.44
Less Initial Investment $1,000.00
----------
$8.44 / $1,000.00 x 100
Total Return: 0.8438%
<PAGE> 232
DELAWARE GROUP
PREMIUM FUND - EQUITY INCOME
TOTAL RETURN PERFORMANCE
NINE MONTHS
--------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $11.39
Initial Shares 87.796
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- ----------- ----------- ----------- -----------
1994 87.796 $0.300 2.293 90.089
------- ----------- ----------- ----------- -----------
Ending Shares 90.089
Ending NAV x $11.48
-----------
Investment Return $1,034.22
Total Return Performance
------------------------
Investment Return $1,034.22
Less Initial Investment $1,000.00
-----------
$34.22 / $1,000.00 x 100
Total Return: 3.4222%
<PAGE> 233
DELAWARE GROUP
PREMIUM FUND - EQUITY INCOME
TOTAL RETURN PERFORMANCE
ONE YEAR
---------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $12.51
Initial Shares 79.936
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- --------- ---------- ---------- ---------
1994 79.936 $1.0200 6.996 86.932
------- --------- ---------- ---------- ---------
Ending Shares 86.932
Ending NAV x $11.48
---------
Investment Return $997.98
Total Return Performance
------------------------
Investment Return $997.98
Less Initial Investment $1,000.00
---------
($2.02)/$1,000.00 x 100
Total Return: -0.2021%
<PAGE> 234
DELAWARE GROUP
PREMIUM FUND - EQUITY INCOME
TOTAL RETURN PERFORMANCE
THREE YEARS
------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $10.75
Initial Shares 93.023
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- --------- ---------- ---------- ---------
1992 93.023 $0.4500 3.969 96.992
------- --------- ---------- ---------- ---------
1993 96.992 $0.4100 3.437 100.429
------- --------- ---------- ---------- ---------
1994 100.429 $1.0200 8.790 109.219
------- --------- ---------- ---------- ---------
Ending Shares 109.219
Ending NAV $11.48
---------
Investment Return $1,253.83
Total Return Performance
------------------------
Investment Return $1,253.83
Less Initial Investment $1,000.00
---------
$253.83 /$1,000.00 x 100
Total Return: 25.3834%
<PAGE> 235
DELAWARE GROUP
PREMIUM FUND - EQUITY INCOME
TOTAL RETURN PERFORMANCE
FIVE YEARS
--------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $11.40
Initial Shares 87.719
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- ----------- ------------ ----------- -----------
1989 87.719 $0.0750 -0.000 87.719
------- ----------- ------------ ----------- -----------
1990 87.719 $0.6900 6.097 93.816
------- ----------- ------------ ----------- -----------
1991 93.816 $1.0200 4.823 98.639
------- ----------- ------------ ----------- -----------
1992 98.639 $0.4500 4.208 102.847
------- ----------- ------------ ----------- -----------
1993 102.847 $0.4100 3.646 106.493
------- ----------- ------------ ----------- -----------
1994 106.493 $1.0200 9.321 115.814
------- ----------- ------------ ----------- -----------
Ending Shares 115.814
Ending NAV x $11.48
-----------
Investment Return $1,329.54
Total Return Performance
------------------------
Investment Return $1,329.54
Less Initial Investment $1,000.00
-----------
$329.54 / $1,000.00 x 100
Total Return: 32.9545%
<PAGE> 236
DELAWARE GROUP
PREMIUM FUND - EQUITY INCOME
TOTAL RETURN PERFORMANCE
LIFE OF FUND
--------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $10.00
Initial Shares 100.000
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- ----------- ------------ ----------- -----------
1988 100.000 $0.0000 0.000 100.000
------- ----------- ------------ ----------- -----------
1989 100.000 $0.0750 0.740 100.740
------- ----------- ------------ ----------- -----------
1990 100.740 $0.6900 7.003 107.743
------- ----------- ------------ ----------- -----------
1991 107.743 $0.4900 5.538 113.281
------- ----------- ------------ ----------- -----------
1992 113.281 $0.4500 4.832 118.113
------- ----------- ------------ ----------- -----------
1993 118.113 $0.4100 4.185 122.298
------- ----------- ------------ ----------- -----------
1994 122.298 $1.0200 10.705 133.003
------- ----------- ------------ ----------- -----------
Ending Shares 133.003
Ending NAV x $11.48
-----------
Investment Return $1,526.87
Total Return Performance
------------------------
Investment Return $1,526.87
Less Initial Investment $1,000.00
-----------
$526.87 / $1,000.00 x 100
Total Return: 52.6874%
<PAGE> 237
DELAWARE GROUP
PREMIUM FUND - HIGH YIELD
ANNUALIZED RATE OF RETURN
FOR FISCAL YEAR ENDING 1994
--------------------------------------------------------------------
Average Annual Compounded Rate of Return:
n
P(1 + T) = ERV
ONE
YEAR
-----------
1
$1000(1 - T) = $ 971.31
T = -2.87%
THREE
YEARS
-----------
3
$1000(1 - T) = $1,282.12
T = 8.64%
FIVE
YEARS
-----------
5
$1000(1 - T) = $1,637.60
T = 10.37%
LIFE OF
FUND
-----------
6.42896175
$1000(1 - T) = $1,771.79
T = 9.30%
<PAGE> 238
DELAWARE GROUP
PREMIUM FUND - HIGH YIELD
TOTAL RETURN PERFORMANCE
THREE MONTHS
-----------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $8.78
Initial Shares 113.895
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- --------- ------------ ---------- -----------
1994 113.895 $0.251 3.349 117.244
------- --------- ------------ ---------- -----------
Ending Shares 117.244
Ending NAV x $8.54
----------
Investment Return $1,001.26
Total Return Performance
------------------------
Investment Return $1,001.26
Less Initial Investment $1,000.00
----------
$1.26 / $1,000.00 x 100
Total Return: 0.1264%
<PAGE> 239
DELAWARE GROUP
PREMIUM FUND - HIGH YIELD
TOTAL RETURN PERFORMANCE
SIX MONTHS
----------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $9.18
Initial Shares 108.932
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- ----------- ----------- ----------- -----------
1994 108.932 $0.490 6.252 115.184
------- ----------- ----------- ----------- -----------
Ending Shares 115.184
Ending NAV x $8.54
----------
Investment Return $983.67
Total Return Performance
------------------------
Investment Return $983.67
Less Initial Investment $1,000.00
----------
($16.33)/ $1,000.00 x 100
Total Return: -1.6329%
<PAGE> 240
DELAWARE GROUP
PREMIUM FUND - HIGH YIELD
TOTAL RETURN PERFORMANCE
NINE MONTHS
--------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $9.44
Initial Shares 105.932
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- ----------- ----------- ----------- -----------
1994 105.932 $0.725 8.958 114.890
------- ----------- ----------- ----------- -----------
Ending Shares 114.890
Ending NAV x $8.54
-----------
Investment Return $981.16
Total Return Performance
------------------------
Investment Return $981.16
Less Initial Investment $1,000.00
-----------
($18.84)/ $1,000.00 x 100
Total Return: -1.8839%
<PAGE> 241
DELAWARE GROUP
PREMIUM FUND - HIGH YIELD
TOTAL RETURN PERFORMANCE
ONE YEAR
------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $9.77
Initial Shares 102.354
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- --------- ---------- --------- ----------
1994 102.354 $0.9621 11.382 113.736
------- --------- ---------- --------- ----------
Ending Shares 113.736
Ending NAV x $8.54
--------
Investment Return $971.31
Total Return Performance
------------------------
Investment Return $971.31
Less Initial Investment $1,000.00
---------
($28.69)/$1,000.00 x 100
Total Return: -2.8695%
<PAGE> 242
DELAWARE GROUP
PREMIUM FUND - HIGH YIELD
TOTAL RETURN PERFORMANCE
THREE YEARS
------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $9.13
Initial Shares 109.529
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- --------- ---------- --------- ----------
1992 109.529 $1.0224 11.434 120.963
------- --------- ---------- --------- ----------
1993 120.963 $0.9758 14.144 135.107
------- --------- ---------- --------- ----------
1994 135.107 $0.9621 15.024 150.131
------- --------- ---------- --------- ----------
Ending Shares 150.131
Ending NAV x $8.54
---------
Investment Return $1,282.12
Total Return Performance
------------------------
Investment Return $1,282.12
Less Initial Investment $1,000.00
---------
$282.12 /$1,000.00 x 100
Total Return: 28.2119%
<PAGE> 243
DELAWARE GROUP
PREMIUM FUND - HIGH YIELD
TOTAL RETURN PERFORMANCE
FIVE YEARS
------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $9.20
Initial Shares 108.696
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- --------- ---------- --------- ----------
1990 108.696 $1.1135 15.458 124.154
------- --------- ---------- --------- ----------
1991 124.154 $1.0316 15.743 139.897
------- --------- ---------- --------- ----------
1992 139.897 $1.0224 16.074 155.971
------- --------- ---------- --------- ----------
1993 155.971 $0.9758 16.594 172.565
------- --------- ---------- --------- ----------
1994 172.565 $0.9621 19.192 191.757
------- --------- ---------- --------- ----------
Ending Shares 191.757
Ending NAV x $8.54
---------
Investment Return $1,637.60
Total Return Performance
------------------------
Investment Return $1,637.60
Less Initial Investment $1,000.00
---------
$637.60 /$1,000.00 x 100
Total Return: 63.7605%
<PAGE> 244
DELAWARE GROUP
PREMIUM FUND - HIGH YIELD
TOTAL RETURN PERFORMANCE
LIFE OF FUND
--------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $10.00
Initial Shares 100.000
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- ----------- ------------ ----------- -----------
1988 100.000 $0.4754 4.886 104.886
------- ----------- ------------ ----------- -----------
1989 104.886 $1.1096 12.720 117.606
------- ----------- ------------ ----------- -----------
1990 117.606 $1.1135 16.726 134.332
------- ----------- ------------ ----------- -----------
1991 134.332 $1.0316 15.582 149.914
------- ----------- ------------ ----------- -----------
1992 149.914 $1.0224 18.839 168.753
------- ----------- ------------ ----------- -----------
1993 168.753 $0.9758 17.955 186.708
------- ----------- ------------ ----------- -----------
1994 186.708 $0.9621 20.762 207.470
------- ----------- ------------ ----------- -----------
Ending Shares 207.470
Ending NAV x $8.54
-----------
Investment Return $1,771.79
Total Return Performance
------------------------
Investment Return $1,771.79
Less Initial Investment $1,000.00
-----------
$771.79 / $1,000.00 x 100
Total Return: 77.1794%
<PAGE> 245
DELAWARE GROUP
PREMIUM FUND - CAPITAL RESERVES
ANNUALIZED RATE OF RETURN
FOR FISCAL YEAR ENDING 1994
--------------------------------------------------------------------
Average Annual Compounded Rate of Return:
n
P(1 + T) = ERV
ONE
YEAR
-----------
1
$1000(1 - T) = $ 973.16
T = -2.68%
THREE
YEARS
-----------
3
$1000(1 - T) = $1,125.10
T = 4.01%
FIVE
YEARS
-----------
5
$1000(1 - T) = $1,325.40
T = 5.80%
LIFE OF
FUND
-----------
6.42896175
$1000(1 - T) = $1,486.57
T = 6.36%
<PAGE> 246
DELAWARE GROUP
PREMIUM FUND - CAPITAL RESERVES
TOTAL RETURN PERFORMANCE
THREE MONTHS
-----------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $9.48
Initial Shares 105.485
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- --------- ------------ ---------- -----------
1994 105.485 $0.163 1.852 107.337
------- --------- ------------ ---------- -----------
Ending Shares 107.337
Ending NAV x $9.30
----------
Investment Return $998.23
Total Return Performance
------------------------
Investment Return $998.23
Less Initial Investment $1,000.00
----------
($1.77)/ $1,000.00 x 100
Total Return: -0.1766%
<PAGE> 247
DELAWARE GROUP
PREMIUM FUND - CAPITAL RESERVES
TOTAL RETURN PERFORMANCE
SIX MONTHS
----------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $9.58
Initial Shares 104.384
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- ----------- ----------- ----------- -----------
1994 104.384 $0.323 3.609 107.993
------- ----------- ----------- ----------- -----------
Ending Shares 107.993
Ending NAV x $9.30
----------
Investment Return $1,004.33
Total Return Performance
------------------------
Investment Return $1,004.33
Less Initial Investment $1,000.00
----------
$4.33 / $1,000.00 x 100
Total Return: 0.4335%
<PAGE> 248
DELAWARE GROUP
PREMIUM FUND - CAPITAL RESERVES
TOTAL RETURN PERFORMANCE
NINE MONTHS
--------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $9.82
Initial Shares 101.833
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- ----------- ----------- ----------- -----------
1994 101.833 $0.473 5.174 107.007
------- ----------- ----------- ----------- -----------
Ending Shares 107.007
Ending NAV x $9.30
-----------
Investment Return $995.17
Total Return Performance
------------------------
Investment Return $995.17
Less Initial Investment $1,000.00
-----------
($4.83)/ $1,000.00 x 100
Total Return: -0.4835%
<PAGE> 249
DELAWARE GROUP
PREMIUM FUND - CAPITAL RESERVES
TOTAL RETURN PERFORMANCE
ONE YEAR
-------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $10.26
Initial Shares 97.466
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- --------- ---------- -------- -----------
1994 97.466 $0.6905 7.175 104.641
------- --------- ---------- -------- -----------
Ending Shares 104.641
Ending NAV x $9.30
--------
Investment Return $973.16
Total Return Performance
------------------------
Investment Return $973.16
Less Initial Investment $1,000.00
---------
($26.84)/$1,000.00 x 100
Total Return: -2.6839%
<PAGE> 250
DELAWARE GROUP
PREMIUM FUND - CAPITAL RESERVES
TOTAL RETURN PERFORMANCE
THREE YEARS
-------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $10.23
Initial Shares 97.752
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- --------- ---------- --------- ----------
1992 97.752 $0.7374 7.345 105.097
------- --------- ---------- --------- ----------
1993 105.097 $0.7207 7.585 112.682
------- --------- ---------- --------- ----------
1994 112.682 $0.6905 8.296 120.978
------- --------- ---------- --------- ----------
Ending Shares 120.978
Ending NAV x $9.30
---------
Investment Return $1,125.10
Total Return Performance
------------------------
Investment Return $1,125.10
Less Initial Investment $1,000.00
---------
$125.10 /$1,000.00 x 100
Total Return: 12.5095%
<PAGE> 251
DELAWARE GROUP
PREMIUM FUND - CAPITAL RESERVES
TOTAL RETURN PERFORMANCE
FIVE YEARS
--------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $9.98
Initial Shares 100.200
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- --------- ---------- --------- ----------
1990 100.200 $0.7325 7.601 107.801
------- --------- ---------- --------- ----------
1991 107.801 $0.6687 7.355 115.156
------- --------- ---------- --------- ----------
1992 115.156 $0.7374 8.653 123.809
------- --------- ---------- --------- ----------
1993 123.809 $0.7207 8.937 132.746
------- --------- ---------- --------- ----------
1994 132.746 $0.6905 9.770 142.516
------- --------- ---------- --------- ----------
Ending Shares 142.516
Ending NAV x $9.30
---------
Investment Return $1,325.40
Total Return Performance
------------------------
Investment Return $1,325.40
Less Initial Investment $1,000.00
---------
$325.40 /$1,000.00 x 100
Total Return: 32.5399%
<PAGE> 252
DELAWARE GROUP
PREMIUM FUND - CAPITAL RESERVES
TOTAL RETURN PERFORMANCE
LIFE OF FUND
--------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $10.00
Initial Shares 100.000
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- ----------- ------------ ----------- -----------
1988 100.000 $0.3293 3.339 103.339
------- ----------- ------------ ----------- -----------
1989 103.339 $0.8402 9.043 112.382
------- ----------- ------------ ----------- -----------
1990 112.382 $0.7325 8.524 120.906
------- ----------- ------------ ----------- -----------
1991 120.906 $0.6687 8.251 129.157
------- ----------- ------------ ----------- -----------
1992 129.157 $0.7374 9.707 138.864
------- ----------- ------------ ----------- -----------
1993 138.864 $0.7207 10.022 148.886
------- ----------- ------------ ----------- -----------
1994 148.886 $0.6905 10.960 159.846
------- ----------- ------------ ----------- -----------
Ending Shares 159.846
Ending NAV x $9.30
-----------
Investment Return $1,486.57
Total Return Performance
------------------------
Investment Return $1,486.57
Less Initial Investment $1,000.00
-----------
$486.57 / $1,000.00 x 100
Total Return: 48.6568%
<PAGE> 253
DELAWARE GROUP
PREMIUM FUND - MULTIPLE STRATEGY
ANNUALIZED RATE OF RETURN
FOR FISCAL YEAR ENDING 1994
--------------------------------------------------------------------
Average Annual Compounded Rate of Return:
n
P(1 + T) = ERV
ONE
YEAR
-----------
1
$1000(1 - T) = $ 998.55
T = -.15%
THREE
YEARS
-----------
3
$1000(1 - T) = $1,229.78
T = 7.14%
FIVE
YEARS
-----------
5
$1000(1 - T) = $1,553.87
T = 9.22%
LIFE OF
FUND
-----------
6.42896175
$1000(1 - T) = $1,840.79
T = 9.96%
<PAGE> 254
DELAWARE GROUP
PREMIUM FUND - MULTIPLE STRATEGY
TOTAL RETURN PERFORMANCE
THREE MONTHS
-----------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $12.90
Initial Shares 77.519
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- --------- ------------ ---------- -----------
1994 77.519 $0.040 0.244 77.763
------- --------- ------------ ---------- -----------
Ending Shares 77.763
Ending NAV x $12.68
----------
Investment Return $986.03
Total Return Performance
------------------------
Investment Return $986.03
Less Initial Investment $1,000.00
----------
($13.97)/ $1,000.00 x 100
Total Return: -1.3965%
<PAGE> 255
DELAWARE GROUP
PREMIUM FUND - MULTIPLE STRATEGY
TOTAL RETURN PERFORMANCE
SIX MONTHS
----------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $12.65
Initial Shares 79.051
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- ----------- ----------- ----------- -----------
1994 79.051 $0.080 0.497 79.548
------- ----------- ----------- ----------- -----------
Ending Shares 79.548
Ending NAV x $12.68
----------
Investment Return $1,008.67
Total Return Performance
------------------------
Investment Return $1,008.67
Less Initial Investment $1,000.00
----------
$8.67 / $1,000.00 x 100
Total Return: 0.8669%
<PAGE> 256
DELAWARE GROUP
PREMIUM FUND - MULTIPLE STRATEGY
TOTAL RETURN PERFORMANCE
NINE MONTHS
--------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $12.65
Initial Shares 79.051
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- ----------- ----------- ----------- -----------
1994 79.051 $0.120 0.747 79.798
------- ----------- ----------- ----------- -----------
Ending Shares 79.798
Ending NAV x $12.68
-----------
Investment Return $1,011.84
Total Return Performance
------------------------
Investment Return $1,011.84
Less Initial Investment $1,000.00
-----------
$11.84 / $1,000.00 x 100
Total Return: 1.1839%
<PAGE> 257
DELAWARE GROUP
PREMIUM FUND - MULTIPLE STRATEGY
TOTAL RETURN PERFORMANCE
ONE YEAR
---------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $13.33
Initial Shares 75.019
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- --------- ---------- --------- ----------
1994 75.019 $0.6400 3.731 78.750
------- --------- ---------- --------- ----------
Ending Shares 78.750
Ending NAV x $12.68
---------
Investment Return $998.55
Total Return Performance
------------------------
Investment Return $998.55
Less Initial Investment $1,000.00
---------
($1.45)/$1,000.00 x 100
Total Return: -0.1450%
<PAGE> 258
DELAWARE GROUP
PREMIUM FUND - MULTIPLE STRATEGY
TOTAL RETURN PERFORMANCE
THREE YEARS
------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $12.98
Initial Shares 77.042
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- --------- ---------- ---------- ---------
1992 77.042 $1.1200 6.977 84.019
------- --------- ---------- ---------- ---------
1993 84.019 $1.2400 8.373 92.392
------- --------- ---------- ---------- ---------
1994 92.392 $0.6400 4.594 96.986
------- --------- ---------- ---------- ---------
Ending Shares 96.986
Ending NAV x $12.68
---------
Investment Return $1,229.78
Total Return Performance
------------------------
Investment Return $1,229.78
Less Initial Investment $1,000.00
---------
$229.78 /$1,000.00 x 100
Total Return: 22.9782%
<PAGE> 259
DELAWARE GROUP
PREMIUM FUND - MULTIPLE STRATEGY
TOTAL RETURN PERFORMANCE
FIVE YEARS
---------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $11.80
Initial Shares 84.746
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- ----------- ------------ ----------- -----------
1990 84.746 $0.9100 7.338 92.084
------- ----------- ------------ ----------- -----------
1991 92.084 $0.6100 5.261 97.345
------- ----------- ------------ ----------- -----------
1992 97.345 $1.1200 8.815 106.160
------- ----------- ------------ ----------- -----------
1993 106.160 $1.2400 10.580 116.740
------- ----------- ------------ ----------- -----------
1994 116.740 $0.6400 5.805 122.545
------- ----------- ------------ ----------- -----------
Ending Shares 122.545
Ending NAV x $12.68
-----------
Investment Return $1,553.87
Total Return Performance
------------------------
Investment Return $1,553.87
Less Initial Investment $1,000.00
-----------
$553.87 / $1,000.00 x 100
Total Return: 55.3871%
<PAGE> 260
DELAWARE GROUP
PREMIUM FUND - MULTIPLE STRATEGY
TOTAL RETURN PERFORMANCE
LIFE OF FUND
---------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $10.00
Initial Shares 100.000
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- ----------- ------------ ----------- -----------
1988 100.000 $0.0000 0.000 100.000
------- ----------- ------------ ----------- -----------
1989 100.000 $0.0400 0.394 100.394
------- ----------- ------------ ----------- -----------
1990 100.394 $0.9100 8.692 109.086
------- ----------- ------------ ----------- -----------
1991 109.086 $0.6100 6.233 115.319
------- ----------- ------------ ----------- -----------
1992 115.319 $1.1200 10.444 125.763
------- ----------- ------------ ----------- -----------
1993 125.763 $1.2400 12.533 138.296
------- ----------- ------------ ----------- -----------
1994 138.296 $0.6400 6.877 145.173
------- ----------- ------------ ----------- -----------
Ending Shares 145.173
Ending NAV x $12.68
-----------
Investment Return $1,840.79
Total Return Performance
------------------------
Investment Return $1,840.79
Less Initial Investment $1,000.00
-----------
$840.79 / $1,000.00 x 100
Total Return: 84.0794%
<PAGE> 261
DELAWARE GROUP
PREMIUM FUND - MONEY MARKET
ANNUALIZED RATE OF RETURN
FOR FISCAL YEAR ENDING 1994
--------------------------------------------------------------------
Average Annual Compounded Rate of Return:
n
P(1 + T) = ERV
ONE
YEAR
-----------
1
$1000(1 - T) = $1,036.75
T = 3.68%
THREE
YEARS
-----------
3
$1000(1 - T) = $1,096.98
T = 3.13%
FIVE
YEARS
-----------
5
$1000(1 - T) = $1,245.71
T = 4.49%
LIFE OF
FUND
-----------
6.42896175
$1000(1 - T) = $1,396.66
T = 5.33%
<PAGE> 262
DELAWARE GROUP
PREMIUM FUND - MONEY MARKET
TOTAL RETURN PERFORMANCE
THREE MONTHS
-----------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $10.00
Initial Shares 100.000
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- --------- ------------ ---------- -----------
1994 100.000 $0.118 1.183 101.183
------- --------- ------------ ---------- -----------
Ending Shares 101.183
Ending NAV x $10.00
----------
Investment Return $1,011.83
Total Return Performance
------------------------
Investment Return $1,011.83
Less Initial Investment $1,000.00
----------
$11.83 / $1,000.00 x 100
Total Return: 1.1830%
<PAGE> 263
DELAWARE GROUP
PREMIUM FUND - MONEY MARKET
TOTAL RETURN PERFORMANCE
SIX MONTHS
----------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $10.00
Initial Shares 100.000
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- ----------- ----------- ----------- -----------
1994 100.000 $0.216 2.175 102.175
------- ----------- ----------- ----------- -----------
Ending Shares 102.175
Ending NAV x $10.00
----------
Investment Return $1,021.75
Total Return Performance
------------------------
Investment Return $1,021.75
Less Initial Investment $1,000.00
----------
$21.75 / $1,000.00 x 100
Total Return: 2.1750%
<PAGE> 264
DELAWARE GROUP
PREMIUM FUND - MONEY MARKET
TOTAL RETURN PERFORMANCE
NINE MONTHS
--------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $10.00
Initial Shares 100.000
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- ----------- ----------- ----------- -----------
1994 100.000 $0.296 3.004 103.004
------- ----------- ----------- ----------- -----------
Ending Shares 103.004
Ending NAV x $10.00
-----------
Investment Return $1,030.04
Total Return Performance
------------------------
Investment Return $1,030.04
Less Initial Investment $1,000.00
-----------
$30.04 / $1,000.00 x 100
Total Return: 3.0040%
<PAGE> 265
DELAWARE GROUP
PREMIUM FUND MONEY MARKET
TOTAL RETURN PERFORMANCE
ONE YEAR
---------------------------------------------------------------
Initial Investment $1000.00
Beginning OFFER $10.00
Initial Shares 100.000
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- --------- ---------- -------- ---------
1994 100.000 $0.3614 3.675 103.675
------- --------- ---------- -------- ---------
Ending Shares 103.675
Ending NAV x $10.00
---------
Investment Return $1,036.75
Total Return Performance
------------------------
Investment Return $1,036.75
Less Initial Investment $1,000.00
---------
$36.75 /$1,000.00 x 100
Total Return: 3.6750%
<PAGE> 266
DELAWARE GROUP
PREMIUM FUND MONEY MARKET
TOTAL RETURN PERFORMANCE
THREE YEARS
------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $10.00
Initial Shares 100.000
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- --------- ---------- -------- ---------
1992 100.000 $0.3202 3.250 103.250
------- --------- ---------- -------- ---------
1993 103.250 $0.2451 2.559 105.809
------- --------- ---------- -------- ---------
1994 105.809 $0.3614 3.889 109.698
------- --------- ---------- -------- ---------
Ending Shares 109.698
Ending NAV x $10.00
--------
Investment Return $1,096.98
Total Return Performance
------------------------
Investment Return $1,096.98
Less Initial Investment $1,000.00
--------
$96.98 /$1,000.00 x 100
Total Return: 9.6980%
<PAGE> 267
DELAWARE GROUP
PREMIUM FUND - MONEY MARKET
TOTAL RETURN PERFORMANCE
FIVE YEARS
---------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $10.00
Initial Shares 100.000
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- ----------- ------------ ----------- -----------
1990 100.000 $0.7306 7.555 107.555
------- ----------- ------------ ----------- -----------
1991 107.555 $0.5443 6.003 113.558
------- ----------- ------------ ----------- -----------
1992 113.558 $0.3614 3.691 117.249
------- ----------- ------------ ----------- -----------
1993 117.249 $0.3202 2.907 120.156
------- ----------- ------------ ----------- -----------
1994 120.156 $0.2451 4.415 124.571
------- ----------- ------------ ----------- -----------
Ending Shares 124.571
Ending NAV x $10.00
-----------
Investment Return $1,245.71
Total Return Performance
------------------------
Investment Return $1,245.71
Less Initial Investment $1,000.00
-----------
$245.71 / $1,000.00 x 100
Total Return: 24.5710%
<PAGE> 268
DELAWARE GROUP
PREMIUM FUND - MONEY MARKET
TOTAL RETURN PERFORMANCE
LIFE OF FUND
---------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $10.00
Initial Shares 100.000
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- ----------- ------------ ----------- -----------
1988 100.000 $0.3195 3.235 103.235
------- ----------- ------------ ----------- -----------
1989 103.235 $0.8288 8.889 112.124
------- ----------- ------------ ----------- -----------
1990 112.124 $0.7306 8.469 120.593
------- ----------- ------------ ----------- -----------
1991 120.593 $0.5443 6.730 127.323
------- ----------- ------------ ----------- -----------
1992 127.323 $0.3202 4.136 131.459
------- ----------- ------------ ----------- -----------
1993 131.459 $0.2451 3.259 134.718
------- ----------- ------------ ----------- -----------
1994 134.718 $0.3614 4.948 139.666
------- ----------- ------------ ----------- -----------
Ending Shares 139.666
Ending NAV x $10.00
-----------
Investment Return $1,396.66
Total Return Performance
------------------------
Investment Return $1,396.66
Less Initial Investment $1,000.00
-----------
$396.66 / $1,000.00 x 100
Total Return: 39.6660%
<PAGE> 269
DELAWARE GROUP
PREMIUM FUND - GROWTH
ANNUALIZED RATE OF RETURN
FOR FISCAL YEAR ENDING 1994
--------------------------------------------------------------------
Average Annual Compounded Rate of Return:
n
P(1 + T) = ERV
ONE
YEAR
-----------
1
$1000(1 - T) = $ 964.60
T = -3.54%
THREE
YEARS
-----------
3
$1000(1 - T) = $1,097.52
T = 3.15%
LIFE OF
FUND
-----------
3.47397260
$1000(1 - T) = $1,210.58
T = 5.66%
<PAGE> 270
DELAWARE GROUP
PREMIUM FUND - GROWTH
TOTAL RETURN PERFORMANCE
THREE MONTHS
-----------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $12.08
Initial Shares 82.781
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- --------- ------------ ---------- -----------
1994 82.781 $0.000 -0.000 82.781
------- --------- ------------ ---------- -----------
Ending Shares 82.781
Ending NAV x $11.75
----------
Investment Return $972.68
Total Return Performance
------------------------
Investment Return $972.68
Less Initial Investment $1,000.00
----------
($27.32)/ $1,000.00 x 100
Total Return: -2.7323%
<PAGE> 271
DELAWARE GROUP
PREMIUM FUND - GROWTH
TOTAL RETURN PERFORMANCE
SIX MONTHS
----------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $11.22
Initial Shares 89.127
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- ----------- ----------- ----------- -----------
1994 89.127 $0.000 0.000 89.127
------- ----------- ----------- ----------- -----------
Ending Shares 89.127
Ending NAV x $11.75
----------
Investment Return $1,047.24
Total Return Performance
------------------------
Investment Return $1,047.24
Less Initial Investment $1,000.00
----------
$47.24 / $1,000.00 x 100
Total Return: 4.7242%
<PAGE> 272
DELAWARE GROUP
PREMIUM FUND - GROWTH
TOTAL RETURN PERFORMANCE
NINE MONTHS
--------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $12.04
Initial Shares 83.056
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- ----------- ----------- ----------- -----------
1994 83.056 $0.000 -0.000 83.056
------- ----------- ----------- ----------- -----------
Ending Shares 83.056
Ending NAV x $11.75
-----------
Investment Return $975.91
Total Return Performance
------------------------
Investment Return $975.91
Less Initial Investment $1,000.00
-----------
($24.09)/ $1,000.00 x 100
Total Return: -2.4092%
<PAGE> 273
DELAWARE GROUP
PREMIUM FUND - GROWTH
TOTAL RETURN PERFORMANCE
ONE YEAR
---------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $10.00
Initial Shares 100.000
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- --------- ---------- ---------- ----------
1994 100.000 $0.060 -17.906 82.094
------- --------- ---------- ---------- ----------
Ending Shares 82.094
Ending NAV x $11.75
---------
Investment Return $964.60
Total Return Performance
------------------------
Investment Return $964.60
Less Initial Investment $1,000.00
---------
($35.40)/$1,000.00 x 100
Total Return: -3.5396%
<PAGE> 274
DELAWARE GROUP
PREMIUM FUND - GROWTH
TOTAL RETURN PERFORMANCE
THREE YEARS
-------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $11.03
Initial Shares 90.662
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- --------- ---------- ---------- ---------
1992 90.662 $0.130 1.056 91.718
------- --------- ---------- ---------- ---------
1993 91.718 $0.150 1.239 92.957
------- --------- ---------- ---------- ---------
1994 92.957 $0.060 0.449 93.406
------- --------- ---------- ---------- ---------
Ending Shares 93.406
Ending NAV x $11.75
---------
Investment Return $1,097.52
Total Return Performance
------------------------
Investment Return $1,097.52
Less Initial Investment $1,000.00
---------
$97.52 /$1,000.00 x 100
Total Return: 9.7520%
<PAGE> 275
DELAWARE GROUP
PREMIUM FUND - GROWTH
TOTAL RETURN PERFORMANCE
LIFE OF FUND
---------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $10.00
Initial Shares 100.000
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- ----------- ------------ ----------- -----------
1991 100.000 $0.000 0.000 100.000
------- ----------- ------------ ----------- -----------
1992 100.000 $0.130 1.165 101.165
------- ----------- ------------ ----------- -----------
1993 101.165 $0.150 1.367 102.532
------- ----------- ------------ ----------- -----------
1994 102.532 $0.060 0.496 103.028
------- ----------- ------------ ----------- -----------
Ending Shares 103.028
Ending NAV x $11.75
-----------
Investment Return $1,210.58
Total Return Performance
------------------------
Investment Return $1,210.58
Less Initial Investment $1,000.00
-----------
$210.58 / $1,000.00 x 100
Total Return: 21.0579%
<PAGE> 276
DELAWARE GROUP
PREMIUM FUND - VALUE
ANNUALIZED RATE OF RETURN
FOR FISCAL YEAR ENDING 1994
--------------------------------------------------------------------
Average Annual Compounded Rate of Return:
n
P(1 + T) = ERV
ONE
YEAR
-----------
1
$1000(1 - T) = $1,007.83
T = .78%
LIFE OF
FUND
-----------
1.013698630
$1000(1 - T) = $1,029.00
T = 2.86%
<PAGE> 277
DELAWARE GROUP
PREMIUM FUND - VALUE
TOTAL RETURN PERFORMANCE
THREE MONTHS
--------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $10.47
Initial Shares 95.511
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- --------- ------------ ---------- -----------
1994 95.511 $0.000 0.000 95.511
------- --------- ------------ ---------- -----------
Ending Shares 95.511
Ending NAV x $10.29
----------
Investment Return $982.81
Total Return Performance
------------------------
Investment Return $982.81
Less Initial Investment $1,000.00
----------
($17.19)/ $1,000.00 x 100
Total Return: -1.7192%
<PAGE> 278
DELAWARE GROUP
PREMIUM FUND - VALUE
TOTAL RETURN PERFORMANCE
SIX MONTHS
----------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $9.98
Initial Shares 100.200
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- ----------- ----------- ----------- -----------
1994 100.200 $0.000 -0.000 100.200
------- ----------- ----------- ----------- -----------
Ending Shares 100.200
Ending NAV x $10.29
----------
Investment Return $1,031.06
Total Return Performance
------------------------
Investment Return $1,031.06
Less Initial Investment $1,000.00
----------
$31.06 / $1,000.00 x 100
Total Return: 3.1058%
<PAGE> 279
DELAWARE GROUP
PREMIUM FUND - VALUE
TOTAL RETURN PERFORMANCE
NINE MONTHS
--------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $10.14
Initial Shares 98.619
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- ----------- ----------- ----------- -----------
1994 98.619 $0.000 -0.000 98.619
------- ----------- ----------- ----------- -----------
Ending Shares 98.619
Ending NAV x $10.29
-----------
Investment Return $1,014.79
Total Return Performance
------------------------
Investment Return $1,014.79
Less Initial Investment $1,000.00
-----------
$14.79 / $1,000.00 x 100
Total Return: 1.4790%
<PAGE> 280
DELAWARE GROUP
PREMIUM FUND - VALUE
TOTAL RETURN PERFORMANCE
ONE YEAR
------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $10.21
Initial Shares 97.943
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- --------- ---------- -------- ---------
1994 97.943 $0.000 -0.000 97.943
------- --------- ---------- -------- ---------
Ending Shares 97.943
Ending NAV x $10.29
--------
Investment Return $1,007.83
Total Return Performance
------------------------
Investment Return $1,007.83
Less Initial Investment $1,000.00
--------
$7.83 /$1,000.00 x 100
Total Return: 0.7833%
<PAGE> 281
DELAWARE GROUP
PREMIUM FUND - VALUE
TOTAL RETURN PERFORMANCE
LIFE OF FUND
---------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $10.00
Initial Shares 100.000
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- ----------- ------------- ---------- -----------
1994 100.000 $0.000 0.000 100.000
------- ----------- ------------- ---------- -----------
Ending Shares 100.000
Ending NAV x $10.29
-----------
Investment Return $1,029.00
Total Return Performance
------------------------
Investment Return $1,029.00
Less Initial Investment $1,000.00
-----------
$29.00 / $1,000.00 x 100
Total Return: 2.9000%
<PAGE> 282
DELAWARE GROUP
PREMIUM FUND - INTERNATIONAL EQUITY
ANNUALIZED RATE OF RETURN
FOR FISCAL YEAR ENDING 1994
--------------------------------------------------------------------
Average Annual Compounded Rate of Return:
n
P(1 + T) = ERV
ONE
YEAR
-----------
1
$1000(1 - T) = $1,025.75
T = 2.57%
LIFE OF
FUND
-----------
2.17486339
$1000(1 - T) = $1,193.10
T = 8.46%
<PAGE> 283
DELAWARE GROUP
PREMIUM FUND - INTERNATIONAL EQUITY
TOTAL RETURN PERFORMANCE
THREE MONTHS
-----------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $11.95
Initial Shares 83.682
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- --------- ------------ ---------- -----------
1994 83.682 $0.000 -0.000 83.682
------- --------- ------------ ---------- -----------
Ending Shares 83.682
Ending NAV x $11.84
----------
Investment Return $990.79
Total Return Performance
------------------------
Investment Return $990.79
Less Initial Investment $1,000.00
----------
($9.21)/ $1,000.00 x 100
Total Return: -0.9205%
<PAGE> 284
DELAWARE GROUP
PREMIUM FUND - INTERNATIONAL EQUITY
TOTAL RETURN PERFORMANCE
SIX MONTHS
----------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $11.72
Initial Shares 85.324
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- ----------- ----------- ----------- -----------
1994 85.324 $0.000 -0.000 85.324
------- ----------- ----------- ----------- -----------
Ending Shares 85.324
Ending NAV x $11.84
----------
Investment Return $1,010.24
Total Return Performance
------------------------
Investment Return $1,010.24
Less Initial Investment $1,000.00
----------
$10.24 / $1,000.00 x 100
Total Return: 1.0236%
<PAGE> 285
DELAWARE GROUP
PREMIUM FUND - INTERNATIONAL EQUITY
TOTAL RETURN PERFORMANCE
NINE MONTHS
--------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $11.58
Initial Shares 86.356
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- ----------- ----------- ----------- -----------
1994 86.356 $0.000 0.000 86.356
------- ----------- ----------- ----------- -----------
Ending Shares 86.356
Ending NAV x $11.84
-----------
Investment Return $1,022.46
Total Return Performance
------------------------
Investment Return $1,022.46
Less Initial Investment $1,000.00
-----------
$22.46 / $1,000.00 x 100
Total Return: 2.2455%
<PAGE> 286
DELAWARE GROUP
PREMIUM FUND - INTERNATIONAL EQUITY
TOTAL RETURN PERFORMANCE
ONE YEAR
--------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $11.62
Initial Shares 86.059
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- --------- ---------- ---------- ---------
1994 86.059 $0.080 0.575 86.634
------- --------- ---------- ---------- ---------
Ending Shares 86.634
Ending NAV x $11.84
---------
Investment Return $1,025.75
Total Return Performance
------------------------
Investment Return $1,025.75
Less Initial Investment $1,000.00
---------
$25.75 /$1,000.00 x 100
Total Return: 2.5747%
<PAGE> 287
DELAWARE GROUP
PREMIUM FUND - INTERNATIONAL EQUITY
TOTAL RETURN PERFORMANCE
LIFE OF FUND
---------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $10.00
Initial Shares 100.000
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- ----------- ------------ ----------- -----------
1994 100.000 $0.090 0.769 100.769
------- ----------- ------------ ----------- -----------
Ending Shares 100.769
Ending NAV x $11.84
-----------
Investment Return $1,193.10
Total Return Performance
------------------------
Investment Return $1,193.10
Less Initial Investment $1,000.00
-----------
$193.10 / $1,000.00 x 100
Total Return: 19.3105%
<PAGE> 288
DELAWARE GROUP
PREMIUM FUND - EMERGING GROWTH
ANNUALIZED RATE OF RETURN
FOR FISCAL YEAR ENDING 1994
--------------------------------------------------------------------
Average Annual Compounded Rate of Return:
n
P(1 + T) = ERV
ONE
YEAR
-----------
1
$1000(1 - T) = $ 995.10
T = -.39%
LIFE OF
FUND
-----------
1.013698630
$1000(1 - T) = $1,016.00
T = 1.58%
<PAGE> 289
DELAWARE GROUP
PREMIUM FUND - EMERGING GROWTH
TOTAL RETURN PERFORMANCE
THREE MONTHS
----------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $10.22
Initial Shares 97.847
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- --------- ------------ ---------- -----------
1994 97.847 $0.000 -0.000 97.847
------- --------- ------------ ---------- -----------
Ending Shares 97.847
Ending NAV x $10.16
----------
Investment Return $994.13
Total Return Performance
------------------------
Investment Return $994.13
Less Initial Investment $1,000.00
----------
($5.87)/ $1,000.00 x 100
Total Return: -0.5874%
<PAGE> 290
DELAWARE GROUP
PREMIUM FUND - EMERGING GROWTH
TOTAL RETURN PERFORMANCE
SIX MONTHS
----------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $9.79
Initial Shares 102.145
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- ----------- ----------- ----------- -----------
1994 102.145 $0.000 -0.000 102.145
------- ----------- ----------- ----------- -----------
Ending Shares 102.145
Ending NAV x $10.16
----------
Investment Return $1,037.79
Total Return Performance
------------------------
Investment Return $1,037.79
Less Initial Investment $1,000.00
----------
$37.79 / $1,000.00 x 100
Total Return: 3.7793%
<PAGE> 291
DELAWARE GROUP
PREMIUM FUND - EMERGING GROWTH
TOTAL RETURN PERFORMANCE
NINE MONTHS
--------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $10.06
Initial Shares 99.404
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- ----------- ----------- ----------- ----------
1994 99.404 $0.000 0.000 99.404
------- ----------- ----------- ----------- ----------
Ending Shares 99.404
Ending NAV x $10.16
-----------
Investment Return $1,009.94
Total Return Performance
------------------------
Investment Return $1,009.94
Less Initial Investment $1,000.00
-----------
$9.94 / $1,000.00 x 100
Total Return: 0.9945%
<PAGE> 292
DELAWARE GROUP
PREMIUM FUND - EMERGING GROWTH
ANNUALIZED RATE OF RETURN
ONE YEAR
--------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $10.20
Initial Shares 98.039
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- --------- ---------- -------- ---------
1994 98.039 $0.000 -0.000 98.039
------- --------- ---------- -------- ---------
Ending Shares 98.039
Ending NAV x $10.16
---------
Investment Return $996.08
Total Return Performance
------------------------
Investment Return $996.08
Less Initial Investment $1,000.00
--------
($3.92)/$1,000.00 x 100
Total Return: -0.3924%
<PAGE> 293
DELAWARE GROUP
PREMIUM FUND - EMERGING GROWTH
TOTAL RETURN PERFORMANCE
LIFE OF FUND
---------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $10.00
Initial Shares 100.000
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
------- ---------- ----------- ----------- -----------
1994 100.000 $0.000 0.000 100.000
------- ---------- ----------- ----------- -----------
Ending Shares 100.000
Ending NAV x $10.16
-----------
Investment Return $1,016.00
Total Return Performance
------------------------
Investment Return $1,016.00
Less Initial Investment $1,000.00
-----------
$16.00 / $1,000.00 x 100
Total Return: 1.6000%
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE> 294
<ARTICLE> 6
<CIK> 0000814230
<NAME> DELAWARE GROUP PREMIUM FUND
<SERIES>
<NAME> EQUITY/INCOME SERIES
<NUMBER> 01
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> 73,517,672
<INVESTMENTS-AT-VALUE> 73,248,801
<RECEIVABLES> 938,204
<ASSETS-OTHER> 4,113
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 74,191,118
<PAYABLE-FOR-SECURITIES> 1,307,690
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 158,645
<TOTAL-LIABILITIES> 1,466,335
<SENIOR-EQUITY> 63,367
<PAID-IN-CAPITAL-COMMON> 70,996,703
<SHARES-COMMON-STOCK> 6,336,687
<SHARES-COMMON-PRIOR> 5,235,390
<ACCUMULATED-NII-CURRENT> 826,507
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,107,077
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (268,871)
<NET-ASSETS> 72,724,783
<DIVIDEND-INCOME> 3,007,757
<INTEREST-INCOME> 60,441
<OTHER-INCOME> 0
<EXPENSES-NET> 504,246
<NET-INVESTMENT-INCOME> 2,563,952
<REALIZED-GAINS-CURRENT> 1,326,221
<APPREC-INCREASE-CURRENT> (4,146,440)
<NET-CHANGE-FROM-OPS> (256,267)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2,461,871
<DISTRIBUTIONS-OF-GAINS> 3,167,456
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,740,016
<NUMBER-OF-SHARES-REDEEMED> 1,112,428
<SHARES-REINVESTED> 473,709
<NET-CHANGE-IN-ASSETS> 7,205,662
<ACCUMULATED-NII-PRIOR> 724,426
<ACCUMULATED-GAINS-PRIOR> 2,948,312
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 422,361
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 504,246
<AVERAGE-NET-ASSETS> 70,654,062
<PER-SHARE-NAV-BEGIN> 12.510
<PER-SHARE-NII> 0.412
<PER-SHARE-GAIN-APPREC> (0.422)
<PER-SHARE-DIVIDEND> 0.420
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<PER-SHARE-NAV-END> 11.480
<EXPENSE-RATIO> 0.71
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> 45,537,389
<INVESTMENTS-AT-VALUE> 42,641,400
<RECEIVABLES> 1,205,277
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<TOTAL-ASSETS> 43,849,819
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<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 164,151
<TOTAL-LIABILITIES> 164,151
<SENIOR-EQUITY> 51,161
<PAID-IN-CAPITAL-COMMON> 48,096,113
<SHARES-COMMON-STOCK> 5,116,064
<SHARES-COMMON-PRIOR> 3,575,005
<ACCUMULATED-NII-CURRENT> (223)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (1,565,394)
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<ACCUM-APPREC-OR-DEPREC> (2,895,989)
<NET-ASSETS> 43,685,668
<DIVIDEND-INCOME> 37,188
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<OTHER-INCOME> 0
<EXPENSES-NET> 290,907
<NET-INVESTMENT-INCOME> 4,254,047
<REALIZED-GAINS-CURRENT> (1,450,110)
<APPREC-INCREASE-CURRENT> (3,933,977)
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<NUMBER-OF-SHARES-REDEEMED> 1,419,313
<SHARES-REINVESTED> 470,533
<NET-CHANGE-IN-ASSETS> 8,771,023
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<ACCUMULATED-GAINS-PRIOR> (115,284)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 241,993
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 290,907
<AVERAGE-NET-ASSETS> 40,272,413
<PER-SHARE-NAV-BEGIN> 9.770
<PER-SHARE-NII> 0.962
<PER-SHARE-GAIN-APPREC> (1.230)
<PER-SHARE-DIVIDEND> (0.962)
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<PER-SHARE-NAV-END> 8.540
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<NAME> DELAWARE GROUP PREMIUM FUND
<SERIES>
<NAME> CAPITAL RESERVES SERIES
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<S> <C>
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<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> 28,644,704
<INVESTMENTS-AT-VALUE> 27,653,615
<RECEIVABLES> 309,911
<ASSETS-OTHER> 5,127
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 27,968,653
<PAYABLE-FOR-SECURITIES> 1,829,805
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 163,751
<TOTAL-LIABILITIES> 1,993,556
<SENIOR-EQUITY> 27,938
<PAID-IN-CAPITAL-COMMON> 28,404,549
<SHARES-COMMON-STOCK> 2,793,817
<SHARES-COMMON-PRIOR> 2,355,686
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (1,466,301)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (991,089)
<NET-ASSETS> 25,975,097
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,851,866
<OTHER-INCOME> 0
<EXPENSES-NET> 187,061
<NET-INVESTMENT-INCOME> 1,664,805
<REALIZED-GAINS-CURRENT> (1,447,823)
<APPREC-INCREASE-CURRENT> (896,017)
<NET-CHANGE-FROM-OPS> (679,035)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,664,805)
<DISTRIBUTIONS-OF-GAINS> (132,532)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 943,459
<NUMBER-OF-SHARES-REDEEMED> 691,333
<SHARES-REINVESTED> 186,005
<NET-CHANGE-IN-ASSETS> 1,802,320
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 114,054
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
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<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 187,061
<AVERAGE-NET-ASSETS> 25,345,805
<PER-SHARE-NAV-BEGIN> 10.260
<PER-SHARE-NII> 0.636
<PER-SHARE-GAIN-APPREC> (0.905)
<PER-SHARE-DIVIDEND> 0.636
<PER-SHARE-DISTRIBUTIONS> 0.055
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.300
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<CIK> 0000814230
<NAME> DELAWARE GROUP PREMIUM FUND
<SERIES>
<NAME> MULTIPLE STRATEGY SERIES
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<S> <C>
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<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
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<INVESTMENTS-AT-VALUE> 48,901,172
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<TOTAL-ASSETS> 49,890,360
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<NET-ASSETS> 47,730,731
<DIVIDEND-INCOME> 797,867
<INTEREST-INCOME> 1,145,194
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<INTEREST-EXPENSE> 0
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<PER-SHARE-NII> 0.437
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<CIK> 0000814230
<NAME> DELAWARE GROUP PREMIUM FUND
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<NET-ASSETS> 20,124,551
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 737,303
<OTHER-INCOME> 0
<EXPENSES-NET> 109,777
<NET-INVESTMENT-INCOME> 627,526
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<APPREC-INCREASE-CURRENT> 0
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<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 627,526
<DISTRIBUTIONS-OF-GAINS> 0
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<NUMBER-OF-SHARES-SOLD> 3,891,128
<NUMBER-OF-SHARES-REDEEMED> 2,968,317
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<NET-CHANGE-IN-ASSETS> 9,879,123
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<AVERAGE-NET-ASSETS> 16,560,913
<PER-SHARE-NAV-BEGIN> 10.000
<PER-SHARE-NII> 0.361
<PER-SHARE-GAIN-APPREC> 0
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<NAME> DELAWARE GROUP PREMIUM FUND
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<FISCAL-YEAR-END> DEC-31-1994
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<ACCUMULATED-GAINS-PRIOR> (316,442)
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<INTEREST-EXPENSE> 0
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<PER-SHARE-NAV-BEGIN> 12.240
<PER-SHARE-NII> 0.069
<PER-SHARE-GAIN-APPREC> (0.499)
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<EXPENSES-NET> 316,238
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<SHARES-REINVESTED> 11,188
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<GROSS-EXPENSE> 401,617
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<PER-SHARE-NII> 0.220
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<ARTICLE> 6
<CIK> 0000814230
<NAME> DELAWARE GROUP PREMIUM FUND
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<SHARES-COMMON-PRIOR> 19,988
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<DIVIDEND-INCOME> 2,703
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<REALIZED-GAINS-CURRENT> (35,082)
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<NUMBER-OF-SHARES-SOLD> 793,025
<NUMBER-OF-SHARES-REDEEMED> 115,208
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<ACCUMULATED-NII-PRIOR> 0
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<ARTICLE> 6
<CIK> 0000814230
<NAME> DELAWARE GROUP PREMIUM FUND
<SERIES>
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<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
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<ACCUMULATED-NII-CURRENT> 90,596
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<ACCUM-APPREC-OR-DEPREC> (101,610)
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<INTEREST-INCOME> 99,461
<OTHER-INCOME> 0
<EXPENSES-NET> 27,466
<NET-INVESTMENT-INCOME> 90,596
<REALIZED-GAINS-CURRENT> 43,411
<APPREC-INCREASE-CURRENT> (105,827)
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<NUMBER-OF-SHARES-SOLD> 612,652
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</TABLE>
<PAGE> 303
EX-24.EXHIBIT 24(b)(19)
POWER OF ATTORNEY
Each of the undersigned, a member of the Board of Directors of DELAWARE
GROUP PREMIUM FUND, INC., hereby constitutes and appoints Wayne A. Stork, W.
Thacher Longstreth and Walter P. Babich and any one of them acting singly, his
true and lawful attorneys-in-fact, in his name, place, and stead, to execute and
cause to be filed with the Securities and Exchange Commission and other federal
or state government agency or body, such registration statements, and any and
all amendments thereto as either of such designees may deem to be appropriate
under the Securities Act of 1933, as amended, the Investment Company Act of
1940, as amended, and all other applicable federal and state securities laws.
IN WITNESS WHEREOF, the undersigned have executed this instrument as of
this 20th day of April, 1995.
/s/Walter P. Babich /s/ W. Thacher Longstreth
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Walter P. Babich W. Thacher Longstreth
/s/Anthony D. Knerr /s/ Charles E. Peck
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Anthony D. Knerr Charles E. Peck
/s/Ann R. Leven /s/ Wayne A. Stork
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Ann R. Leven Wayne A. Stork
