DELAWARE GROUP PREMIUM FUND INC, 485BPOS, 1996-10-29

DELAWARE GROUP PREMIUM FUND INC
485BPOS, 1996-10-29

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<PAGE> 1

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

File No. 33-14363

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/

Pre-Effective Amendment No. / /
-------

Post-Effective Amendment No. 18 /X/
-------

AND

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/

Amendment No. 18
------

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) 255-2923
--------------

George M. Chamberlain, Jr., 1818 Market Street, Philadelphia, PA 19103
- --------------------------------------------------------------------------------
(Name and Address of Agent for Service)

Approximate Date of Public Offering: October 30, 1996
----------------

It is proposed that this filing will become effective:

immediately upon filing pursuant to paragraph (b)
---------

X on October 30, 1996 pursuant to paragraph (b)
--------

60 days after filing pursuant to paragraph (a)(1)
---------

on (date) pursuant to paragraph (a)(1)
---------

75 days after filing pursuant to paragraph (a)(2)
---------

on (date) pursuant to paragraph (a)(2) of Rule 485
---------

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, 1996.
<PAGE> 2

--- C O N T E N T S ---

This Post-Effective Amendment No. 18 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

* The Registrant's Prospectuses and Statements of Additional
Information dated May 1, 1996 are incorporated into this filing by
reference to the electronic filing of those Prospectuses and
Statements of Additional Information made pursuant to Rule 497(c)
on May 1, 1996. The Supplements to the Prospectuses dated July
18, 1996 and August 9, 1996 filed with the Commission on those
dates pursuant to Rule 487(e) are not incorporated by reference.
Those Supplements will be superseded by the Supplements included
in this filing.
<PAGE> 3

CROSS-REFERENCE SHEET

PART A

<TABLE>
<CAPTION>
Item No. Description Location in Prospectus
- -------- ----------- ----------------------
<S> <C> <C>
1 Cover Page . . . . . . . . . . . . . . . . . . . . . . . . . Cover

2 Synopsis . . . . . . . . . . . . . . . . . . . . . . . . . . Summary Information

3 Condensed Financial Information . . . . . . . . . . . . . . . Financial Highlights

4 General Description of Registrant . . . . . . . . . . . . . . Investment Objectives and
Policies; Description of
Fund Shares

5 Management of the Fund . . . . . . . . . . . . . . . . . . . Management of the Fund

6 Capital Stock and Other Securities . . . . . . . . . . . . . Dividends and Distributions;
Taxes; Description of
Fund Shares

7 Purchase of Securities Being Offered . . . . . . . . . . . . Cover; Purchase and
Redemption;
Calculation of Offering
Price and
Net Asset Value Per Share;
Management of the Fund

8 Redemption or Repurchase . . . . . . . . . . . . . . . . . . Purchase and Redemption

9 Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . None
</TABLE>
<PAGE> 4
CROSS-REFERENCE SHEET

PART B
<TABLE>
<CAPTION>
Location in Statement of
Item No. Description Additional Information
- -------- ----------- ----------------------
<S> <C> <C>
10 Cover Page . . . . . . . . . . . . . . . . . . . . . . . . . Cover

11 Table of Contents . . . . . . . . . . . . . . . . . . . . . . Table of Contents

12 General Information and History . . . . . . . . . . . . . . . General Information

13 Investment Objectives and Policies . . . . . . . . . . . . . Investment Objectives
and Policies

14 Management of the Registrant . . . . . . . . . . . . . . . . Officers and Directors

15 Control Persons and Principal Holders of Securities . . . . . Officers and Directors

16 Investment Advisory and Other Services . . . . . . . . . . . Investment Management
Agreements; Officers and
Directors; General
Information;
Financial Statements

17 Brokerage Allocation . . . . . . . . . . . . . . . . . . . . Trading Practices and
Brokerage

18 Capital Stock and Other Securities . . . . . . . . . . . . . Capitalization and
Noncumulative
Voting (under General
Information)
19 Purchase, Redemption and Pricing of Securities
Being Offered . . . . . . . . . . . . . . . . . . . . . . . . Offering Price

20 Tax Status . . . . . . . . . . . . . . . . . . . . . . . . . Accounting and Tax Issues;
Taxes

21 Underwriters . . . . . . . . . . . . . . . . . . . . . . . . Investment Management
Agreements

22 Calculation of Performance Data . . . . . . . . . . . . . . . Performance Information

23 Financial Statements . . . . . . . . . . . . . . . . . . . . Financial Statements
</TABLE>
<PAGE> 5

CROSS-REFERENCE SHEET

PART C
<TABLE>
<CAPTION>
Item No. Description Location in Part C
- -------- ----------- -------------------
<S> <C> <C>
24 Financial Statements and Exhibits . . . . . . . . . . . . . . . . . . Item 24

25 Persons Controlled by or under Common
Control with Registrant . . . . . . . . . . . . . . . . . . . . . . Item 25

26 Number of Holders of Securities . . . . . . . . . . . . . . . . . . . Item 26

27 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 27

28 Business and Other Connections of Investment Adviser . . . . . . . . . Item 28

29 Principal Underwriters . . . . . . . . . . . . . . . . . . . . . . . . Item 29

30 Location of Accounts and Records . . . . . . . . . . . . . . . . . . . Item 30

31 Management Services . . . . . . . . . . . . . . . . . . . . . . . . . Item 31

32 Undertakings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 32
</TABLE>
<PAGE> 6

The Registrant's Prospectuses and Statements of Additional Information dated
May 1, 1996 are incorporated into this filing by reference to the electronic
filing of those Prospectuses and Statements of Additional Information made
pursuant to Rule 497(c) on May 1, 1996. The Supplements to the Prospectuses
dated July 18, 1996 and August 9, 1996 filed with the Commission on those dates
pursuant to Rule 487(e) are not incorporated by reference. Those Supplements
will be superseded by the Supplements included in this filing.

<PAGE> 7
OCTOBER 30, 1996

DELAWARE GROUP PREMIUM FUND, INC.

SUPPLEMENT TO PROSPECTUS DATED MAY 1, 1996

The following revises information on page 1 of the Prospectus.

The Statement of Additional Information is available, without charge,
by writing to Delaware Distributors, L.P. at 1818 Market Street, Philadelphia,
PA 19103 or by calling 800-523-1918.

The following supplements the section of the Prospectus entitled
Financial Highlights.

The following unaudited condensed financial information for the
Equity/Income, High Yield, Capital Reserves, Money Market, Growth and Multiple
Strategy, International Equity, Emerging Growth and Value Series is derived from
the unaudited financial statements of Delaware Group Premium Fund, Inc. (the
"Fund") for the six-month period ended June 30, 1996. The data should be read in
conjunction with the financial statements and related notes which are
incorporated into the Statement of Additional Information by reference to the
Fund's Semi-Annual Report for the six months ended June 30, 1996. A copy of the
Semi-Annual Report may be obtained from the Fund upon request at no charge.

Unaudited condensed financial information for the period May 1, 1996
(date of initial public offering) through September 30, 1996 is also provided
below for the Global Bond Series. The data should be read in conjunction with
the financial statements and related notes which are included in the Statement
of Additional Information.

<PAGE> 8

<TABLE>
<CAPTION>
EQUITY/ HIGH CAPITAL MONEY MULTIPLE
INCOME YIELD RESERVES MARKET GROWTH STRATEGY
SERIES SERIES SERIES SERIES SERIES SERIES
------ ------ ------ ------ ------ ------
UNAUDITED UNAUDITED UNAUDITED UNAUDITED UNAUDITED UNAUDITED
1/1/96 1/1/96 1/1/96 1/1/96 1/1/96 1/1/96
THROUGH THROUGH THROUGH THROUGH THROUGH THROUGH
6/30/96(1) 6/30/96(1) 6/30/96(1) 6/30/96(1) 6/30/96(1) 6/30/96(1)

<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period................. $ 14.8300 $8.9400 $9.9300 $10.0000 $15.1300 $15.5000

INCOME FROM INVESTMENT OPERATIONS
Net Investment Income................................ 0.1987 0.4227 0.3092 0.2393 (0.0318) 0.2665
Net Gains (Losses) on Securities
(both realized and unrealized)............. 0.7763 (0.1210) (0.3300) none 2.0968 0.5785
--------- ------- ------- -------- -------- --------
Total From Investment Operations................. 0.9750 0.3017 (0.0208) 0.2393 2.0650 0.8450
--------- ------- ------- -------- -------- --------
LESS DISTRIBUTIONS
Dividends (from net investment income)............... (0.2200) (0.4217) (0.3092) (0.2393) (0.0700) (0.4200)
Distributions (from capital gains)................... (1.2050) none none none (1.1850) (0.6550)
Returns of Capital................................... none none none none none none
--------- ------- ------- -------- -------- --------
Total Distributions.............................. (1.4250) (0.4217) (0.3092) (0.2393) (1.2550) (1.0750)
--------- ------- ------- -------- -------- --------
Net Asset Value, End of Period....................... $ 14.3800 $8.8200 $9.6000 $10.0000 $15.9400 $15.2700
========= ======= ======= ======== ======== ========

TOTAL RETURN(3) ..................................... 7.15% 3.42% (0.21%) 2.42% 14.82%(4) 5.81%
RATIOS/SUPPLEMENTAL DATA

Net Assets, End of Period (000's omitted)............ $122,647 $55,850 $26,758 $20,942 $68,186 $66,929
Ratio of Expenses to Average Net Assets.............. 0.67% 0.69% 0.72% 0.60% 0.80% 0.66%
Ratio of Expenses to Average Net Assets
prior to Expense Limitation...................... 0.67% 0.69% 0.72% 0.60% 0.83% 0.66%
Ratio of Net Investment Income to Average Net Assets. 2.86% 9.52% 6.38% 4.81% (0.29%) 3.65%
Ratio of Net Investment Income to Average Net Assets
prior to Expense Limitation...................... 2.86% 9.52% 6.38% 4.81% (0.31%) 3.65%
Portfolio Turnover Rate.............................. 102% 118% 129% --- 85% 118%
Average Commission Rate Paid......................... $ 0.0600 N/A N/A N/A $0.0598 $0.0599

INTERNATIONAL EMERGING GLOBAL
EQUITY GROWTH VALUE BOND
SERIES SERIES SERIES SERIES
------ ------ ------ ------
UNAUDITED UNAUDITED UNAUDITED UNAUDITED
1/1/96 1/1/96 1/1/96 5/2/96(2)
THROUGH THROUGH THROUGH THROUGH
6/30/96(1) 6/30/96(1) 6/30/96(1) 9/30/96
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period................. $13.1200 $14.0200 $12.4700 $10.0000

INCOME FROM INVESTMENT OPERATIONS
Net Investment Income................................ 0.4390 0.0200 0.0596 0.1977
Net Gains (Losses) on Securities
(both realized and unrealized)............. 0.7340 2.0000 0.9704 0.4723
-------- -------- -------- --------
Total From Investment Operations................. 1.1730 2.0200 1.0300 0.6700
-------- -------- -------- --------
LESS DISTRIBUTIONS
Dividends (from net investment income)............... (0.4200) (0.0900) (0.1800) (0.1200)
Distributions (from capital gains)................... (0.1130) (0.0800) (0.4500) none
Returns of Capital................................... none none none none
-------- -------- -------- --------
Total Distributions.............................. (0.5330) (0.8900) (0.6300) (0.1200)
-------- -------- -------- --------
Net Asset Value, End of Period....................... $13.7600 $15.1500 $12.8700 $10.5500
======== ======== ======== ========

TOTAL RETURN(3) ..................................... 9.30%(4) 15.57%(4) 8.77%(4) 6.73%(4)

RATIOS/SUPPLEMENTAL DATA

Net Assets, End of Period (000's omitted)............ $103,029 $32,803 $15,331 $5,430
Ratio of Expenses to Average Net Assets.............. 0.80% 0.80% 0.80% 0.80%
Ratio of Expenses to Average Net Assets
prior to Expense Limitation...................... 0.89% 0.96% 0.99% 1.26%
Ratio of Net Investment Income to Average Net Assets. 7.17% 0.33% 1.22% 5.54%
Ratio of Net Investment Income to Average Net Assets
prior to Expense Limitation...................... 7.06% 0.17% 1.03% 5.08%
Portfolio Turnover Rate.............................. 9% 115% 108% 38%
Average Commission Rate Paid......................... $0.0163 $0.0522 $0.0561 N/A
</TABLE>

- ----------------------
(1) Ratios have been annualized but total return has not been annualized.
(2) Date of initial public offering; ratios have been annualized but total
return has not been annualized. Total return for this short of a time period may
not be representative of longer term results.
(3) 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.
(4) Total return reflects the expense limitation referenced in Expenses under
Management of the Fund in the Prospectus.
<PAGE> 9
The following amends and supplements the information in, respectively,
the first and fourth paragraphs in the section of the Prospectus entitled
Mortgage-Backed Securities under Other Considerations.

The Capital Reserves and Multiple Strategy Series may 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. Two principal types of mortgage-backed securities are
collateralized mortgage obligations (CMOs) and real estate mortgage investment
conduits (REMICs).

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. Such private-backed
securities may be 100% collateralized at the time of issuance by securities
issued or guaranteed by the U.S. Government, its agencies, or instrumentalities
(so-called "agency mortgage-backed securities") or may not be so collateralized
(so-called "non-agency mortgage-backed securities"). The Series may invest in
agency and non- agency mortgage-backed securities. For both Series, non-agency
mortgage-backed securities may comprise up to 20% of their respective assets,
but all non-agency mortgage-backed securities must i) be rated at the time of
purchase in the four top rating categories by a nationally-recognized
statistical rating organization (e.g., BBB or better by Standard & Poor's
Ratings Group ("S&P") or Baa or better by Moody's Investors Service,
Inc.("Moody's")) and (ii) represent interests in whole-loan mortgages,
multi-family mortgages, commercial mortgages or other mortgage collateral
supported by a first mortgage lien on real estate. Non-agency mortgage-backed
securities are subject to the interest rate and prepayment risks to which other
CMOs and REMICs issued by private issuers are subject. Non-agency
mortgage-backed securities may also be subject to a greater risk of loss of
interest and principal because they are not collateralized by securities issued
or guaranteed by the U.S. Government. In addition, timely information concerning
the loans underlying these securities may not be as readily available and the
market for these securities may be less liquid than the market for other CMOs
and REMICs.

The following modifies the information appearing in numbered paragraph
(6) in the section of the Prospectus entitled Quality Restrictions under Capital
Reserves Series and replaces the information in the section of the Prospectus
entitled Asset- Backed Securities under Other Considerations.

The Capital Reserves, Multiple Strategy and Money Market Series may
invest in securities which are backed by assets such as receivables on home
equity and credit loans, receivables regarding automobile, mobile home and
recreational vehicle loans,
<PAGE> 10
wholesale dealer floor plans and leases or other loans or financial receivables
currently available or which may be developed in the future. For the Capital
Reserves and Multiple Strategy Series, all such securities must be rated in one
of the four highest rating categories by a reputable rating agency (e.g., BBB or
better by S&P or Baa or better by Moody's). It is the Money Market Series'
current policy to limit asset-backed investments to those rated in the highest
rating category by a reputable rating agency (e.g., AAA by S&P or Aaa by
Moody's) and represented by interests in credit card receivables, wholesale
dealer floor plans, home equity loans and automobile loans.

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 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 or the concentration of collateral in a particular
geographic area. 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
tends to be less of a risk of substantial prepayment than with mortgage-backed
securities but the risk of such a prepayment does exist. 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, and other risks which may be
peculiar to particular classes of collateral. For example, 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.

The following amends the portfolio manager information in the section
of the Prospectus entitled Management of the Fund.

Gerald S. Frey has joined Edward N. Antoian as Vice President/Senior
Portfolio Manager and co-manager of the Growth and Emerging Growth Series. Mr.
Frey has approximately 20 years'
<PAGE> 11
experience in the money management business and holds a BA in Economics from
Bloomsburg University and an MBA from Wilkes College. Prior to joining the
Delaware Group in 1996, he was a Senior Director with Morgan Grenfell Capital
Management in New
York.

<PAGE> 12
OCTOBER 30, 1996

DELAWARE GROUP PREMIUM FUND, INC.

SUPPLEMENT TO PROSPECTUS DATED MAY 1, 1996

The following supplements the section of the Prospectus entitled
Financial Highlights.

The following unaudited condensed financial information for the
Equity/Income, High Yield, Capital Reserves, Money Market, Growth and Multiple
Strategy Series is derived from the unaudited financial statements of Delaware
Group Premium Fund, Inc. (the "Fund") for the six-month period ended June 30,
1996. The data should be read in conjunction with the financial statements and
related notes which are incorporated into the Statement of Additional
Information by reference to the Fund's Semi-Annual Report for the six months
ended June 30, 1996. A copy of the Semi-Annual Report may be obtained from the
Fund upon request at no charge.
<PAGE> 13
<TABLE>
<CAPTION>
EQUITY/INCOME SERIES HIGH YIELD SERIES CAPITAL RESERVES SERIES
-------------------- ----------------- -----------------------
UNAUDITED UNAUDITED UNAUDITED
1/1/96 1/1/96 1/1/96
THROUGH THROUGH THROUGH
6/30/96(1) 6/30/96(1) 6/30/96(1)

<S> <C> <C> <C>
Net Asset Value, Beginning of Period ............... $ 14.8300 $ 8.9400 $ 9.9300

INCOME FROM INVESTMENT OPERATIONS
Net Investment Income .............................. 0.1987 0.4227 0.3092
Net Gains (Losses) on Securities
(both realized and unrealized) ........... 0.7763 (0.1210) (0.3300)
------------- ------------- -------------
Total From Investment Operations ............... 0.9750 0.3017 (0.0208)
------------- ------------- -------------
LESS DISTRIBUTIONS
Dividends (from net investment income) ............. (0.2200) (0.4217) (0.3092)
Distributions (from capital gains) ................. (1.2050) none none
Returns of Capital ................................. none none none
------------- -------------
Total Distributions ............................ (1.4250) (0.4217) (0.3092)
------------- ------------- -------------

Net Asset Value, End of Period ..................... $ 14.3800 $ 8.8200 $ 9.6000
============= ============= =============

- ----------------------------------------

TOTAL RETURN(2) .................................... 7.15% 3.42% (0.21%)

- ----------------------------------------

RATIOS/SUPPLEMENTAL DATA

Net Assets, End of Period (000's omitted) .......... $ 122,647 $ 55,850 $ 26,758
Ratio of Expenses to Average Net Assets ............ 0.67% 0.69% 0.72%
Ratio of Expenses to Average Net Assets
prior to Expense Limitation .................... 0.67% 0.69% 0.72%
Ratio of Net Investment Income to Average Net Assets 2.86% 9.52% 6.38%
Ratio of Net Investment Income to Average Net Assets
prior to Expense Limitation .................... 2.86% 9.52% 6.38%
Portfolio Turnover Rate ............................ 102% 118% 129%
Average Commission Rate Paid ....................... $ 0.0600 $ 0.0600 N/A
</TABLE>

MONEY MARKET SERIES GROWTH SERIES MULTIPLE STRATEGY SERIES
------------------- ------------- ------------------------
UNAUDITED UNAUDITED UNAUDITED
1/1/96 1/1/96 1/1/96
THROUGH THROUGH THROUGH
6/30/96(1) 6/30/96(1) 6/30/96(1)
<S> <C> <C> <C>
Net Asset Value, Beginning of Period ............... $ 10.0000 $ 15.1300 $ 15.5000

INCOME FROM INVESTMENT OPERATIONS
Net Investment Income .............................. 0.2393 (0.0318) 0.2665
Net Gains (Losses) on Securities
(both realized and unrealized) ........... none 2.0968 0.5785
------------- ------------- -------------
Total From Investment Operations ............... 0.2393 2.0650 0.8450
------------- ------------- -------------
LESS DISTRIBUTIONS
Dividends (from net investment income) ............. (0.2393) (0.0700) (0.4200)
Distributions (from capital gains) ................. none (1.1850) (0.6550)
Returns of Capital ................................. none none none
------------- ------------- -------------
Total Distributions ............................ (0.2393) (1.2550) (1.0750)
------------- ------------- -------------

Net Asset Value, End of Period ..................... $ 10.0000 $ 15.9400 $ 15.2700
============= ============= =============

- ----------------------------------------

TOTAL RETURN(2) .................................... 2.42% 14.82%(3) 5.81%

- ----------------------------------------

RATIOS/SUPPLEMENTAL DATA

Net Assets, End of Period (000's omitted) .......... $ 20,942 $ 68,186 $ 66,929
Ratio of Expenses to Average Net Assets ............ 0.60% 0.80% 0.66%
Ratio of Expenses to Average Net Assets
prior to Expense Limitation .................... 0.60% 0.83% 0.66%
Ratio of Net Investment Income to Average Net Assets 4.81% (0.29%) 3.65%
Ratio of Net Investment Income to Average Net Assets
prior to Expense Limitation .................... 4.81% (0.31%) 3.65%
Portfolio Turnover Rate ............................ -- 85% 118%
Average Commission Rate Paid ....................... N/A $ 0.0598 $ 0.0599
</TABLE>

(1) Ratios have been annualized but total return has not 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.

(3) Total return reflects the expense limitation referenced in Expenses under
Management of the Fund in the Prospectus.
<PAGE> 14
The following amends and supplements the information in, respectively, the
first and fourth paragraphs in the section of the Prospectus entitled
Mortgage-Backed Securities under Other
Considerations.

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. Such private-backed securities
may be 100% collateralized at the time of issuance by securities issued or
guaranteed by the U.S. Government, its agencies, or instrumentalities (so-called
"agency mortgage-backed securities") or may not be so collateralized (so-called
"non-agency mortgage-backed securities"). The Series may invest in agency and
nonagency mortgage-backed securities. For both Series, non-agency
mortgage-backed securities may comprise up to 20% of their respective assets,
but all non-agency mortgage-backed securities must i) be rated at the time of
purchase in the four top rating categories by a nationally-recognized
statistical rating organization (e.g., BBB or better by Standard & Poor's
Ratings Group ("S&P") or Baa or better by Moody's Investors Service,
Inc.("Moody's")) and (ii) represent interests in whole-loan mortgages,
multi-family mortgages, commercial mortgages or other mortgage collateral
supported by a first mortgage lien on real estate. Non-agency mortgage-backed
securities are subject to the interest rate and prepayment risks to which other
CMOs and REMICs issued by private issuers are subject. Non-agency
mortgage-backed securities may also be subject to a greater risk of loss of
interest and principal because they are not collateralized by securities issued
or guaranteed by the U.S. Government. In addition, timely information concerning
the loans underlying these securities may not be as readily available and the
market for these securities may be less liquid than the market for other CMOs
and REMICs.
<PAGE> 15
The following modifies the information appearing in numbered paragraph (6)
in the section of the Prospectus entitled Quality Restrictions under Capital
Reserves Series and replaces the information in the section of the Prospectus
entitled AssetBacked Securities under Other Considerations.

The Capital Reserves, Multiple Strategy and Money Market Series may invest
in securities which are backed by assets such as receivables on home equity and
credit loans, receivables regarding automobile, mobile home and recreational
vehicle loans, wholesale dealer floor plans and leases or other loans or
financial receivables currently available or which may be developed in the
future. For the Capital Reserves and Multiple Strategy Series, all such
securities must be rated in one of the four highest rating categories by a
reputable rating agency (e.g., BBB or better by S&P or Baa or better by
Moody's). It is the Money Market Series' current policy to limit asset-backed
investments to those rated in the highest rating category by a reputable rating
agency (e.g., AAA by S&P or Aaa by Moody's) and represented by interests in
credit card receivables, wholesale dealer floor plans, home equity loans and
automobile loans.

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 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 or the concentration of collateral in a particular
geographic area. 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
tends to be less of a risk of substantial prepayment than with mortgage-backed
securities but the risk of such a prepayment does exist. 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, and other risks which may be
peculiar to particular classes of collateral. For example, 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,
<PAGE> 16
recoveries on repossessed collateral may not always be available
to support payments on the securities.

The following amends the portfolio manager information in the section of
the Prospectus entitled Management of the Fund.

Gerald S. Frey has joined Edward N. Antoian as Vice President/Senior
Portfolio Manager and co-manager of the Growth Series. Mr. Frey has
approximately 20 years' experience in the money management business and holds a
BA in Economics from Bloomsburg University and an MBA from Wilkes College. Prior
to joining the Delaware Group in 1996, he was a Senior Director with Morgan
Grenfell Capital Management in New York.

<PAGE> 17
OCTOBER 30, 1996

DELAWARE GROUP PREMIUM FUND, INC.

SUPPLEMENT TO PROSPECTUS DATED MAY 1, 1996

The following revises information on page 1 of the Prospectus.

The Statement of Additional Information is available, without charge,
by writing to Delaware Distributors, L.P. at 1818 Market Street, Philadelphia,
PA 19103 or by calling 800-523-1918.

The following supplements the section of the Prospectus entitled
Financial highlights.

The following unaudited condensed financial information for the
Equity/Income and Emerging Growth Series is derived from the unaudited financial
statements of Delaware Group Premium Fund, Inc. (the "Fund") for the six-month
period ended June 30, 1996. The data should be read in conjunction with the
financial statements and related notes which are incorporated into the Statement
of Additional Information by reference to the Fund's Semi-Annual Report for the
six months ended June 30, 1996. A copy of the Semi-Annual Report may be obtained
from the Fund upon request at no charge.

<PAGE> 18
<TABLE>
<CAPTION>
EQUITY/INCOME SERIES EMERGING GROWTH SERIES GLOBAL BOND SERIES
UNAUDITED UNAUDITED UNAUDITED
1/1/96 1/1/96 5/2/96(2)
THROUGH THROUGH THROUGH
6/30/96(1) 6/30/96(1) 9/30/96
<S> <C> <C> <C>
Net Asset Value, Beginning of Period ............... $ 14.8300 $14.0200 $ 10.0000

INCOME FROM INVESTMENT OPERATIONS
Net Investment Income .............................. 0.1987 0.0200 0.1977
Net Gains (Losses) on Securities
(both realized and unrealized) ........... 0.7763 2.0000 0.4723
--------- -------- ---------
Total From Investment Operations ............... 0.9750 2.0200 0.6700
--------- -------- ---------

LESS DISTRIBUTIONS
Dividends (from net investment income) ............. (0.2200) (0.0900) (0.1200)
Distributions (from capital gains) ................. (1.2050) (0.8000) none
Returns of Capital ................................. none none none
--------- -------- ---------
Total Distributions ............................ (1.4250) (0.8900) (0.1200)
--------- -------- ---------
Net Asset Value, End of Period ..................... $ 14.3800 $15.1500 $ 10.5500
========= ======== =========

TOTAL RETURN(3) .................................... 7.15% 15.57%(4) 6.73%(4)

RATIOS/SUPPLEMENTAL DATA

Net Assets, End of Period (000's omitted) .......... $ 122,647 $ 32,803 $ 5,430
Ratio of Expenses to Average Net Assets ............ 0.67% 0.80% 0.80%
Ratio of Expenses to Average Net Assets
prior to Expense Limitation .................... 0.67% 0.96% 1.26%
Ratio of Net Investment Income to Average Net Assets 2.86% 0.33% 5.54%
Ratio of Net Investment Income to Average Net Assets
prior to Expense Limitation .................... 2.86% 0.17% 5.08%
Portfolio Turnover Rate ............................ 102% 115% 38%
Average Commission Rate Paid ....................... $ 0.0600 $ 0.0522 N/A
</TABLE>

(1) Ratios have been annualized but total return has not been annualized.
(2) Date of initial public offering; ratios have been annualized but total
return has not been annualized. Total return for this short of a time period may
not be representative of longer term results.
(3) 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.
(4) Total return reflects the expense limitation referenced in Expenses under
Management of the Fund in the Prospectus.
<PAGE> 19

The following amends the portfolio manager information in the section
of the Prospectus entitled Management of the fund.

Gerald S. Frey has joined Edward N. Antoian as Vice President/Senior
Portfolio Manager and co-manager of the Emerging Growth Series. Mr. Frey has
approximately 20 years' experience in the money management business and holds a
BA in Economics from Bloomsburg University and an MBA from Wilkes College. Prior
to joining the Delaware Group in 1996, he was a Senior Director with Morgan
Grenfell Capital Management in New York.
<PAGE> 20
OCTOBER 30, 1996

DELAWARE GROUP PREMIUM FUND, INC.
INTERNATIONAL EQUITY SERIES

SUPPLEMENT TO PROSPECTUS DATED MAY 1, 1996

The following revises information on page 1 of the Prospectus.

The Statement of Additional Information is available, without charge,
by writing to Delaware Distributors, L.P. at 1818 Market Street, Philadelphia,
PA 19103 or by calling 800-523-1918.

The following supplements the information in the section of the
Prospectus entitled Financial Highlights.

The following unaudited condensed financial information for the
International Equity Series is derived from the unaudited financial statements
of Delaware Group Premium Fund, Inc. (the "Fund") for the six-month period ended
June 30, 1996. The data should be read in conjunction with the financial
statements and related notes which are incorporated into the Statement of
Additional Information by reference to the Fund's Semi-Annual Report for the six
months ended June 30, 1996. A copy of the Semi-Annual Report may be obtained
from the Fund upon request at no charge.
<PAGE> 21
<TABLE>
<CAPTION>
INTERNATIONAL EQUITY SERIES
UNAUDITED
1/1/96
THROUGH
6/30/96(1)
<S> <C>
Net Asset Value, Beginning of Period..................... $13.1200

INCOME FROM INVESTMENT OPERATIONS
Net Investment Income.................................... 0.4390
Net Gains (Losses) on Securities
(both realized and unrealized)................. 0.7340
------
Total From Investment Operations..................... 1.1730
------
LESS DISTRIBUTIONS
Dividends (from net investment income)................... (0.4200)
Distributions (from capital gains)....................... (0.1130)
Returns of Capital....................................... none
Total Distributions.................................. (0.5330)
--------
Net Asset Value, End of Period........................... $13.7600
========

TOTAL RETURN(2) ......................................... 9.30%(3)

RATIOS/SUPPLEMENTAL DATA

Net Assets, End of Period (000's omitted)................ $103,029
Ratio of Expenses to Average Net Assets.................. 0.80%
Ratio of Expenses to Average Net Assets
prior to Expense Limitation.......................... 0.89%
Ratio of Net Investment Income to Average Net Assets..... 7.17%
Ratio of Net Investment Income to Average Net Assets
prior to Expense Limitation.......................... 7.06%
Portfolio Turnover Rate.................................. 9%
Average Commission Rate Paid............................. $ 0.0163
</TABLE>

(1) Ratios have been annualized but total return has not 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.
(3) Total return reflects the expense limitation referenced in
Expenses under Management of the Fund in the Prospectus.

<PAGE> 22
OCTOBER 30, 1996
DELAWARE GROUP PREMIUM FUND, INC.
SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION DATED MAY 1, 1996

The following provides updated information in the section of the
Statement of Additional Information entitled Performance Information.

The performance of each Series, other than the Global Bond Series, as
shown below, is the average annual total return quotations through June 30,
1996. The performance of Global Bond Series, as shown below, is the aggregate
total return quotations through September 30, 1996. Securities prices fluctuated
during the periods covered and past results should not be considered as
representative of future performance.

AVERAGE ANNUAL TOTAL RETURN*
<TABLE>
<CAPTION>

EQUITY/ HIGH CAPITAL MONEY MULTIPLE
INCOME YIELD RESERVES MARKET STRATEGY GROWTH
<S> <C> <C> <C> <C> <C> <C> <C>
1 year 1 year
ended ended
6/30/96 23.01% 9.69% 4.78% 5.16% 19.42% 6/30/96 31.51%

3 years 3 years
ended ended
6/30/96 15.51% 7.16% 4.21% 4.28% 11.53% 6/30/96 16.31%

Period
5 years 7/12/91**
ended through
6/30/96 15.08% 11.29% 6.14% 3.98% 12.16% 6/30/96 12.56%

Period
7/28/88**
through
6/30/96 10.63% 9.92% 6.86% 5.33% 12.06%
</TABLE>

INTERNATIONAL EMERGING
EQUITY VALUE GROWTH
<S> <C> <C> <C> <C>
1 year 1 year
ended ended
6/30/96 18.92% 6/30/96 23.98% 36.28%

Period
3 years 12/27/93**
ended through
6/30/96 13.56% 6/30/96 13.90% 21.63%

Period
10/29/92**
through
6/30/96 11.40%
</TABLE>

* Each Series' investment manager elected to waive voluntarily that portion,
if any, of its annual compensation under its Investment Management
Agreement with such Series necessary to limit operating expenses of the
Series to .80%. In the absence of such voluntary waiver, if any,
performance would have been affected negatively.
** Date of initial public offering.
<PAGE> 23
AGGREGATE TOTAL RETURN*
<TABLE>
<CAPTION>
GLOBAL BOND
<S> <C>
Period
5/2/96**
through
9/30/96 6.73%
</TABLE>

* The investment manager elected to waive voluntarily that portion of its
annual compensation under its Investment Management Agreement with the
Series necessary 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; total return for this short of a time
period may not be representative of longer term results.

<PAGE> 24

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 June 30, 1996.

<TABLE>
<S> <C>
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 ........................... 10.00924255
=============

Net change in account value .......................... .00924255*

Base period return = net change in account
value / beginning account value ............. .000924255

Current yield [base period return x (365 / 7)] ....... 4.82%**
=============

Effective yield (1 + base period) 365/7 - 1 .......... 4.94%***
=============
</TABLE>

Weighted average life to maturity of the portfolio on June 30, 1996 was 62 days.

* This represents the net income per share for the seven calendar days ended
June 30, 1996.

** This represents the average of annualized net investment income per share
for the seven calendar days ended June 30, 1996.

*** This represents the current yield for the seven calendar days ended June
30, 1996 compounded daily.
<PAGE> 25
The following table is an example, for purposes of illustration only, of
cumulative total return performance for each Series other than the Global Bond
Series, through June 30, 1996. The performance of the Global Bond Series is a
cumulative total return through September 30, 1996. For these purposes, the
calculations assume the reinvestment of any realized securities profits
distributions and income dividends paid during the indicated periods.

CUMULATIVE TOTAL RETURN*

<TABLE>
<CAPTION>
EQUITY/ HIGH CAPITAL MONEY MULTIPLE
INCOME YIELD RESERVES MARKET STRATEGY GROWTH
<C> <C> <C> <C> <C> <C> <C> <C>
3 months 3 months
ended ended
6/30/96 1.98% 1.52% 0.37% 1.19% 4.45% 6/30/96 6.91%

6 months 6 months
ended ended
6/30/96 7.15% 3.42% (0.21%) 2.42% 5.81% 6/30/96 14.82%

9 months 9 months
ended ended
6/30/96 13.76% 6.45% 3.07% 3.78% 12.41% 6/30/96 19.89%

1 year 1 year
ended ended
6/30/96 23.01% 9.69% 4.78% 5.16% 19.42% 6/30/96 31.51%

3 years 3 years
ended ended
6/30/96 54.13% 23.04% 13.16% 13.38% 38.72% 6/30/96 57.35%

Period
5 years 7/12/91**
ended through
6/30/96 101.86% 70.70% 34.69% 21.52% 77.54% 6/30/96 80.04%

Period
7/28/88**
through
6/30/96 122.70% 111.64% 69.23% 50.89% 146.54%
</TABLE>
<PAGE> 26
<TABLE>
<CAPTION>

INTERNATIONAL EMERGING
EQUITY VALUE GROWTH GLOBAL BOND
<S> <C> <C> <C> <C> <C> <C>
3 months 3 months 3 months
ended ended ended
6/30/96 3.69% 6/30/96 4.30% 12.81% 9/30/96 4.95%

Period
6 months 6 months 5/2/96***
ended ended through
6/30/96 9.30% 6/30/96 8.77% 15.57% 9/30/96 6.73%

9 months 9 months
ended ended
6/30/96 12.39% 6/30/96 14.85% 19.58%

1 year 1 year
ended ended
6/30/96 18.92% 6/30/96 23.98% 36.28%

Period
3 years 12/27/93**
ended through
6/30/96 46.44% 6/30/96 38.62% 63.47%

Period
10/29/92**
through
6/30/96 48.64%
</TABLE>

** Date of initial public offering.

*** Date of initial public offering; total return for this short of a time
period may not be representative of longer term results.
<PAGE> 27
The following replaces the section of the Statement of Additional
Information entitled Financial Statements.

FINANCIAL STATEMENTS

Ernst & Young LLP serves as the independent auditor for each Series of
the Fund and, in its capacity as such, audits the financial statements of each
Series contained in the Fund's Annual Report. The Series', other than the Global
Bond Series', 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 auditor, for the year ended December 31, 1995
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 Part B. Unaudited financial statements and
the notes relating thereto for each Series for the period ended June 30, 1996
are incorporated by reference from the Semi-Annual Report into Part B. Unaudited
financial information for the period May 2, 1996 (date of initial sale) through
September 30, 1996 for the Global Bond Series follows.

<PAGE> 28
DELAWARE GROUP PREMIUM FUND, INC.-GLOBAL BOND SERIES
STATEMENT OF NET ASSETS
SEPTEMBER 30,1996
(UNAUDITED)

<TABLE>
<CAPTION>
Principal Market
Amount* Value
(U.S.$)
<S> <C> <C> <C> <C>
BONDS - 87.33%
AUSTRALIA - 7.04%
Australian Government 10.00% 02/15/06 . . . . . Astl100,000 90,724

Australian Government 9.50% 08/15/03 . . . . . 100,000 87,059

New South Wales 7.00% 04/01/04 . . . . . 100,000 75,908

Queensland Treasury-Global 8.00% 05/14/03 . . . . . 160,000 128,409
-------
382,100
-------
AUSTRIA - 1.76%
Republic of Austria 5.63% 12/14/00 . . . . . Ast1,000,000 95,704
-------
95,704
-------
BELGIUM - 1.39%
Kingdom of Belgium 10.00% 08/02/00 . . . . . Bef2,000,000 75,443
-------
75,443
-------
CANADA - 10.96%
Autobahn Schnell 8.50% 03/03/03 . . . . . C$60,000 47,493

Export-Import Bank of Japan 7.75% 10/08/02 . . . . . 60,000 46,281

General Elec Cap Canada 7.13% 02/12/04 . . . . . 100,000 73,832

Government of Canada 9.00% 12/01/04 . . . . . 100,000 82,893

Government of Canada 10.25% 03/15/14 . . . . . 100,000 92,451

KFW International Finance 6.50% 12/28/01 . . . . . 60,000 44,409

Kingdom of Norway 8.38% 01/27/03 . . . . . 200,000 157,483

Ontario Hydro 10.00% 03/19/01 . . . . . 60,000 50,411
-------
595,253
-------
DENMARK - 9.88%
Danish Government 8.00% 05/15/03 . . . . . Dk500,000 92,734

Kingdom of Denmark 8.00% 03/15/06 . . . . . 1,300,000 237,888

Kingdom of Denmark 8.00% 11/15/01 . . . . . 1,100,000 205,688
-------
536,310
-------

GERMANY - 8.47%
Baden Wurt L-Finance NV
6.63% 08/20/03 . . . . . Dem250,000 171,507

Bundesrepblik Deutscheland 8.38% 05/21/01 . . . . . 250,000 186,322

</TABLE>

Page 1
<PAGE> 29
<TABLE>
<S> <C> <C> <C> <C>
International Bank Rec & Dev 6.13% 09/27/02 . . . . . 150,000 102,167
-------
459,996
-------
ITALY - 2.78%
European Investment Bank 12.75% 02/15/00 . . . . . Itl200,000,000 150,829
-------
150,829
-------
NETHERLANDS - 1.24%
Netherlands Government 9.00% 05/15/00 . . . . . Nlg100,000 67,144
-------
67,144
-------
NEW ZEALAND - 13.48%
Government of New Zealand 8.00% 02/15/01 . . . . . NZ$200,000 139,494

Government of New Zealand 8.00% 04/15/04 . . . . . 400,000 278,541

New Zealand Government 8.00% 11/15/06 . . . . . 450,000 314,114
-------
732,149
-------
SPAIN - 8.31%
Bonos Y Obligation Del Estado 8.20% 02/28/09 . . . . . Sp18,000,000 138,084

Spanish Government Bonos y Obl 11.30% 01/15/02 . . . . . 8,000,000 72,145

Spanish Government 10.50% 10/30 /03 . . . . . 27,000,000 241,282
-------
451,511
-------
SWEDEN - 3.28%
Swedish Government 10.25% 05/05/03 . . . . . Sk300,000 52,570

Swedish Government 9.00% 04/20/09 . . . . . 300,000 50,064

Swedish Government 13.00% 06/15/01 . . . . . 400,000 75,236
-------
177,870
-------
UNITED KINGDOM - 9.13%
Abbey National Treasury 8.00% 04/02/03 . . . . . Gbp50,000 79,565

Barclays Bank plc 6.50% 02/16/04 . . . . . 30,000 43,570

Depfa Finance 7.13% 11/11/03 . . . . . 50,000 75,993

Glaxo Wellcome plc 8.75% 12/01/05 . . . . . 80,000 129,966

UK Conversion S47 Stock Guilt 9.00% 03/03/00 . . . . . 100,000 166,910
-------
496,004
-------
UNITED STATES - 9.61%
U.S.Treasury Notes 7.50% 11/15/01 . . . . . $500,000 521,875
-------
521,875
-------

TOTAL BONDS (COST $4,588,281) 4,742,188
---------
</TABLE>

Page 2
<PAGE> 30
<TABLE>
<S> <C> <C>
REPURCHASE AGREEMENTS - 9.61%
With Chase Manhattan 5.62% 10/01/96
(dated 9/30/96, collateralized by
$176,000 U.S. Treasury Notes 6.125% due
5/31/97 market value $179,728) $176,000 176,000
With J.P. Morgan Bank 5.62% 10/01/96
(dated 9/30/96, collateralized by
$173,000 U.S. Treasury Notes 6.625% due
6/30/01 market value $175,494) 173,000 173,000
With Paine Webber 5.62% 10/01/96
(dated 9/30/96, collateralized by
$52,000 U.S. Treasury Notes 6.785% due
8/31/99 market value $122,435 and
$120,000 U.S. Treasury Notes 6.125% due
5/15/98 market value $53,056) 173,000 173,000
-------

TOTAL REPURCHASE AGREEMENTS (COST $522,000) 522,000
-------
TOTAL MARKET VALUE OF SECURITIES - 96.94%
(COST $5,110,281) 5,264,188

RECEIVABLES AND OTHER ASSETS NET OF 166,215
LIABILITIES - 3.06%

NET ASSETS APPLICABLE TO 514,734 SHARES
($.01 PAR VALUE) OUTSTANDING;
EQUIVALENT TO $10.55 PER SHARE - 100% 5,430,403
---------

COMPONENTS OF NET ASSETS AT SEPTEMBER 30,1996
Common stock , $.01 par value,
500,000,000 shares authorized to the Fund with
50,000,000 shares allocated to the Series 5,209,025

Accumulated undistributed:
Net investment income
Net realized gain on investments 59,874
Net unrealized appreciation on (5,524)
investments and foreign currencies 167,028
---------
5,430,403
---------
</TABLE>

- -------------------------------------------------------------------------------

* Principal amount is stated in the currency in which each bond is denominated.

Astl - Australian Dollars Nlg - Netherland Guilders
Ast - Austrian Schillings NZ$ - New Zealand Dollars
Bef - Belgian Francs Sp - Spanish Peseta
C$ - Canadian Dollars Sk - Swedish Krona
Dk - Danish Krone Gbp - British Pounds
Dem - German Deutsche Mark $ - U.S. Dollars
Itl - Italian Lira

Page 3
<PAGE> 31
DELAWARE GROUP PREMIUM FUND, INC. - GLOBAL BOND SERIES
STATEMENT OF ASSETS AND LIABILITIES
SEPTEMBER 30, 1996
(UNAUDITED)

<TABLE>
<CAPTION>
PREMIUM GLOBAL
BOND SERIES
-----------
<S> <C>
ASSETS:
Investments at market $5,264,188
Receivable for securities sold 457,000
Dividends and interest receivable 181,281
Subscriptions receivable 59,308
Cash and foreign currencies 19,216
Other assets 7,715
----------
Total assets 5,988,708
----------
LIABILITIES:
Payable for securities purchased 522,000
Other accounts payable and accrued expenses 36,305
----------
Total liabilities 558,305
----------
TOTAL NET ASSETS $5,430,403
==========
</TABLE>

See accompanying notes

<PAGE> 32

DELAWARE GROUP PREMIUM FUND, INC. - GLOBAL BOND SERIES
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM MAY 2, 1996(1) TO SEPTEMBER 30, 1996
(UNAUDITED)

<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
Interest $ 124,719 $ 124,719

EXPENSES:
Management fees 12,373
Custodian fees 3,950
Professional fees 2,042
Registration fees 730
Directors' fees 365
Reports to shareholders 320
Salaries 294
Dividend disbursing, transfer
agent fees and expenses 166
Taxes other than income 161
Other 462
---------
20,863

Less expenses absorbed by Delaware
International Advisers Ltd. (7,716)
---------
13,147
---------
NET INVESTMENT INCOME 111,572

NET INVESTMENT INCOME

NET REALIZED LOSS AND UNREALIZED GAIN
ON INVESTMENTS AND FOREIGN CURRENCIES:

Net realized gain (loss)on:
Investment transactions 14,340
Foreign currencies (19,864)
---------
Net realized loss (5,524)

Net unrealized appreciation of
investment and foreign currencies 167,028
---------
NET REALIZED AND UNREALIZED
GAIN ON INVESTMENTS AND
FOREIGN CURRENCIES 161,504
---------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 273,076
=========
</TABLE>

- -------------------
(1) Date of initial public offering.

See accompanying notes

<PAGE> 33

DELAWARE GROUP PREMIUM FUND, INC. - GLOBAL BOND SERIES
STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
5/2/96(1)
THROUGH
9/30/96
<S> <C>
OPERATIONS:
Net investment income $ 111,572
Net realized loss on investments
and foreign currencies (5,524)
Net unrealized appreciation of investments
and foreign currencies during the period 167,028
----------
Net increase in net assets resulting
from operations 273,076

DISTRIBUTIONS TO SHAREHOLDERS FROM:

Net investment income (51,696)
Net realized gain from security transactions --
----------
(51,696)
----------
CAPITAL SHARE TRANSACTIONS:

Proceeds from shares sold 5,265,821
Net asset value of shares issued upon
reinvestment of dividends from net
investment income 36,254
Net asset value of shares issued upon
reinvestment of distributions from
net realized gain from security
transactions --
----------
5,302,075
Cost of shares repurchased (93,052)
----------
Increase in net assets derived from capital
share transactions 5,209,023
----------
NET INCREASE IN NET ASSETS 5,430,403

NET ASSETS:
Beginning of period --
----------
End of period (including undistributed net
investment income of 40,011) $5,430,403
==========
</TABLE>

- ---------------
(1) Date of initial public offering.

See accompanying notes

<PAGE> 34

Delaware Group Premium Fund, Inc. - Global Bond Series
Notes to Financial Statements
September 30, 1996
(Unaudited)

Delaware Group Premium Fund, Inc. (the "Fund") is registered as a diversified
open-end investment company under the Investment Company Act of 1940. The Fund
is organized as a Maryland corporation and offers ten series, 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, the Value Series and the Global Bond
Series (the "Series"). The shares of the Fund are sold only to separate accounts
of life insurance companies.

1. SIGNIFICANT ACCOUNTING POLICIES
The following accounting policies are in accordance with general accounting
principles and are consistently followed by the Fund:

SECURITY VALUATION-Securities listed on an exchange are valued at the last
quoted sales price as of 4:00 pm EST on the valuation date. Securities not
traded or securities not listed on an exchange are valued at the mean of the
last quoted bid and asked prices. Long-term debt securities are valued by an
independent pricing service and are believed to reflect the fair value of such
securities. Securities listed on a foreign exchange are valued at the last
quoted sale price before the time when the Fund is valued. Money market
instruments having less than 60 days to maturity are valued at amortized cost.

FEDERAL INCOME TAXES-The Series intends to continue to qualify as a regulated
investment company and make the requisite distributions to shareholders.
Accordingly, no provision for federal income taxes is required in the financial
statements.

REPURCHASE AGREEMENTS-Each Series may invest in a pooled cash account along with
other members of the Delaware Group of Funds. The aggregated daily balance of
the pooled cash account is invested in repurchase agreements secured by
obligations of the U.S. government. The respective collateral is held by the
Series' custodian bank until the maturity of the respective repurchase
agreements. Each repurchase agreement is 100% collateralized. However, in the
event of default or bankruptcy by the counterparty to the agreement, realization
of the collateral may be subject to legal proceedings.

FOREIGN CURRENCIES-The value of all assets and liabilities denominated in
foreign currencies are translated into the U.S. dollars at the exchange rate of
such currencies against the U.S. dollar as of 3:00 pm EST. Forward foreign
currency contracts are valued at the mean between the bid and asked prices of
the contracts. Interpolated values are derived when the settlement date of the
contract is an interim date for which quotations are not available.

OTHER-Expenses common to all Funds within the Delaware Group of Funds are
allocated amongst the funds on the basis of average net assets. Security
transactions are recorded on the date the securities are purchased or sold
(trade date). Costs used in calculating realized gains and losses on the sale of
investment securities are those of the specific securities sold. Interest income
is recorded on the accrual basis. Original discounts are accreted to interest
income over the lives of the respective securities.

Certain fund expenses are paid directly by brokers. The amount of these expenses
is less than 0.01% of each Series' average net assets.

2. INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES
In accordance with the terms of the Investment Management Agreement, the Series
pays Delaware International Advisers Ltd. (DIAL), the investment manager, a fee
which is calculated daily at the rate of 0.75%, of the average daily net assets
of the Series. At September 30, 1996, the Series had a liability for Investment
Management fees and other expenses payable to DMC for $12,373.

DIAL has elected voluntarily to waive their fees and reimburse the Series to the
extent that annual operating expenses exclusive of taxes, interest, brokerage
commissions and extraordinary expenses, exceed 0.80% of average daily net assets
for the Series through December 31, 1996. Total expense absorbed by DIAL for the
period ended September 30, 1996 is $7.716.

Certain officers of DMC are officers, directors and/or employees of the Fund.
These officers, directors and employees are paid no compensation by the Fund.

The Series has engaged Delaware Service Company, Inc. (DSC), an affiliate of DMC
to serve as dividend disbursing and transfer agent. For the period ended
September 30, 1996, the Series expensed $166 for these services. At September
30, 1996, the Series had a liability for these and other expenses payable to DSC
for $494.

Effective August 19, 1996, the Series also engaged DSC to provide accounting
services for the Series.

<PAGE> 35
STATEMENT OF NET ASSETS (CONTINUED)

3. INVESTMENTS
During the period ended September 30, 1996, the Series made purchases of
$5,183,451 and sales of $609,625 of securities other than direct U.S. government
securities and temporary cash investments.

At September 30, 1996, unrealized appreciation for federal income tax purposes
aggregated $153,907 of which $156,682 related to unrealized appreciation of
securities and $2,775 related to unrealized depreciation of securities.

The realized gain for federal income tax purposes was $14,340 for the period
ended September 30, 1996.

4. CAPITAL STOCK
Transactions in capital stock shares were as follows:

<TABLE>
<CAPTION>
5/2/96(1)
through
9/30/96
(Unaudited)
<S> <C>
Shares sold 520,270
Shares issued upon reinvestment of dividends from
net investment income and distributions from
net realized gain from security transactions 3,525
-------
523,795
Shares repurchased (9,061)
-------
Net increase 514,734
=======
</TABLE>

5. FOREIGN CURRENCY FORWARD CONTRACTS
The following currency forward contracts were outstanding at September 30,
1996:

<TABLE>
<CAPTION>
Contract to In Exchange Settlement Unrealized
Deliver For Date Gain/(Loss)
----------- ----------- ----------- -----------
<S> <C> <C> <C>
949,327 Australian Schillings $91,900 11/29/96 $ 3,114
2,397,880 Belgian Francs 79,400 11/29/96 3,028
109,752 Dutch Gilders 66,800 11/29/96 2,353
183,815 German Deutsche Marks 125,300 11/29/96 4,321
-------
$12,816
=======
</TABLE>

- ---------------------
(1) Date of initial public offering.

<PAGE> 36
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

6. FINANCIAL HIGHLIGHTS (CONTINUED)
Selected data for each share of the Series outstanding throughout each period
were as follows:

<TABLE>
<CAPTION>
5/2/96(1)
through
9/30/96
(Unaudited)
<S> <C>
Net asset value, beginning of period $10.0000
INCOME FROM INVESTMENT OPERATIONS:
Net investment income 0.1977
Net realized and unrealized gain from
security transactions 0.4723
--------
Total from investment operations 0.6700
--------

LESS DISTRIBUTIONS:
Dividends from net investment income (0.1200)
Distributions from net realized gain
from security transactions none
--------
Total distributions (0.1200)
--------
Net asset value, end of period $10.5500
========
Total return 6.73%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted) $5,430
Ratio of expenses to average daily net assets 0.80%
Ratio of expenses to average daily net assets
prior to expense limitation 1.26%
Ratio of net investment income to average net
assets 5.54%
Ratio of net investment income to average net
assets prior to expense limitation 5.08%
Portfolio turnover rate 38%
</TABLE>

- ---------------------
(1) Date of initial public offering; ratios have been annualized and total
return has not been annualized.

<PAGE> 37
OCTOBER 30, 1996
DELAWARE GROUP PREMIUM FUND, INC.
SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION DATED MAY 1, 1996

The following provides updated information in the section of the
Statement of Additional Information entitled Performance Information.

The performance of each Series, other than the Global Bond Series, as
shown below, is the average annual total return quotations through June 30,
1996. The performance of the Global Bond Series, as shown below, is the
aggregate total return quotations through September 30, 1996. Securities prices
fluctuated during the periods covered and past results should not be considered
as representative of future performance.

AVERAGE ANNUAL TOTAL RETURN(1)
<TABLE>
<CAPTION>
EQUITY/ EMERGING
INCOME GROWTH
<S> <C> <C> <C>
1 year 1 year
ended ended
6/30/96 23.01% 6/30/96 36.28%

Period
3 years 12/27/93(2)
ended through
6/30/96 15.51% 6/30/96 21.63%

5 years
ended
6/30/96 15.08%

Period
7/28/88(2)
through
6/30/96 10.63%
</TABLE>

(1) The investment manager elected to waive voluntarily that portion, if
any, of its annual compensation under its Investment Management
Agreement with such Series necessary to limit operating expenses of the
Series to .80%. In the absence of such voluntary waiver, if any,
performance would have been affected negatively.
(2) Date of initial public offering.
<PAGE> 38

<TABLE>
<CAPTION>
AGGREGATE TOTAL RETURN(1)

GLOBAL BOND
<S> <C>
Period
5/2/96(2)
through
9/30/96 6.73%
</TABLE>

(1) The investment manager elected to waive voluntarily that portion of its
annual compensation under its Investment Management Agreement with the
Series necessary to limit operating expenses of the Series to .80%. In
the absence of such voluntary waiver, performance would have been
affected negatively.
(2) Date of initial public offering; total return for this short of a time
period may not be representative of longer term results.

<PAGE> 39
The following table is an example, for purposes of illustration only,
of cumulative total return performance for each Series, other than the
Global Bond Series, through June 30, 1996. The performance of Global Bond Series
is cumulative total return through September 30, 1996. For these purposes, the
calculations assume the reinvestment of any realized securities profits
distributions and income dividends paid during the indicated periods.

CUMULATIVE TOTAL RETURN(1)
<TABLE>
<CAPTION>
EQUITY/ EMERGING GLOBAL
INCOME GROWTH BOND
<S> <C> <C> <C> <C> <C>
3 months 3 months 3 months
ended ended ended
6/30/96 1.98% 6/30/96 12.81% 9/30/96 4.95%

Period
6 months 6 months 5/2/96(3)
ended ended through
6/30/96 7.15% 6/30/96 15.57% 9/30/96 6.73%

9 months 9 months
ended ended
6/30/96 13.76% 6/30/96 19.58%

1 year 1 year
ended ended
6/30/96 23.01% 6/30/96 36.28%

Period
3 years 12/27/93(2)
ended through
6/30/96 54.13% 6/30/96 63.47%

5 years
ended
6/30/96 101.86%

Period
7/28/88(2)
through
6/30/96 122.70%
</TABLE>

(1) Each Series' investment manager elected to waive voluntarily that
portion, if any, of its annual compensation under its Investment
Management Agreement with such Series necessary to limit operating
expenses of the Series to .80%. In the absence of such voluntary
waiver, if any, performance would have been affected negatively.
(2) Date of initial public offering.
(3) Date of initial public offering; total return for this short of a time
period may not be representative of longer term results.
<PAGE> 40
The following replaces the section of the Statement of Additional
Information entitled Financial statements.

FINANCIAL STATEMENTS

Ernst & Young LLP serves as the independent auditor for each Series of
the Fund and, in its capacity as such, audits the financial statements of each
Series contained in the Fund's Annual Report. The Series', other than the Global
Bond Series', 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 auditor, for the year ended December 31, 1995
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 Part B. Unaudited financial statements and
the notes relating thereto for each Series for the period ended June 30, 1996
are incorporated by reference from the Semi-Annual Report into Part B. Unaudited
financial information for the period May 2, 1996 (date of initial public sale)
through September 30, 1996 for the Global Bond Series follows.

<PAGE> 41
DELAWARE GROUP PREMIUM FUND, INC.-GLOBAL BOND SERIES
STATEMENT OF NET ASSETS
SEPTEMBER 30, 1996
(UNAUDITED)

<TABLE>
<CAPTION>
Principal Market
Amount* Value
(U.S.$)
<S> <C> <C>
BONDS - 87.33%
AUSTRALIA - 7.04%
Australian Government 10.00% 02/15/06 . . . . . Astl100,000 90,724

Australian Government 9.50% 08/15/03 . . . . . 100,000 87,059

New South Wales 7.00% 04/01/04 . . . . . 100,000 75,908

Export-Import Bank of Japan 7.75% 10/08/02 . . . . . 60,000 46,281

General Elec Cap Canada 7.13% 02/12/04 . . . . . 100,000 73,832

Government of Canada 9.00% 12/01/04 . . . . . 100,000 82,893

Government of Canada 10.25% 03/15/14 . . . . . 100,000 92,451

KFW International Finance 6.50% 12/28/01 . . . . . 60,000 44,409

Kingdom of Norway 8.38% 01/27/03 . . . . . 200,000 157,483

Ontario Hydro 10.00% 03/19/01 . . . . . 60,000 50,411
-------
595,253
-------
DENMARK - 9.88%
Danish Governmentt 8.00% 05/15/03 . . . . . Dk500,000 92,734

Kingdom of Denmark 8.00% 03/15/06 . . . . . 1,300,000 237,888

Kingdom of Denmark 8.00% 11/15/01 . . . . . 1,100,000 205,688
-------
536,310
-------
GERMANY - 8.47%
Baden Wurt L-Finance NV 6.63% 08/20/03 . . . . . Dem250,000 171,507

Bundesrepblik Deutscheland 8.38% 05/21/01 . . . . . 250,000 186,322

</TABLE>

Page 1
<PAGE> 42

<S> <C> <C> <C>
International Bank Rec & Dev 6.13% 09/27/02 . . . . . 150,000 102,167
-------
459,996
-------
ITALY - 2.78%
European Investment Bank 12.75% 02/15/00 . . . . . Itl200,000,000 150,829
-------
150,829

NETHERLANDS - 1.24%
Netherlands Government 9.00% 05/15/00 . . . . . Nlg100,000 67,144
-------
67,144
-------
NEW ZEALAND - 13.48%
Government of New Zealand 8.00% 02/15/01 . . . . . NZ$200,000 139,494

Government of New Zealand 8.00% 04/15/04 . . . . . 400,000 278,541

New Zealand Government 8.00% 11/15/06 . . . . . 450,000 314,114
-------
732,149
-------
SPAIN - 8.31%
Bonos Y Obligation Del Estado 8.20% 02/28/09 . . . . . Sp18,000,000 138,084

Spanish Government Bonos y Obl 11.30% 01/15/02 . . . . . 8,000,000 72,145

Spanish Government 10.50% 10/30/03 . . . . . 27,000,000 241,282
-------
451,511
SWEDEN - 3.28%
Swedish Government 10.25% 05/05/03 . . . . . Sk300,000 52,570

Swedish Government 9.00% 04/20/09 . . . . . 300,000 50,064

Swedish Government 13.00% 06/15/01 . . . . . 400,000 75,236
-------
177,870
-------
UNITED KINGDOM - 9.13%
Abbey National Treasury 8.00% 04/02/03 . . . . . Gbp50,000 79,565

Barclays Bank plc 6.50% 02/16/04 . . . . . 30,000 43,570

Depfa Finance 7.13% 11/11/03 . . . . . 50,000 75,993

Glaxo Wellcome plc 8.75% 12/01/05 . . . . . 80,000 129,966

UK Conversion S47 Stock Guilt 9.00% 03/03/00 . . . . . 100,000 166,910
-------
496,004
-------
UNITED STATES - 9.61%
U.S. Treasury Notes 7.50% 11/15/01 . . . . . $500,000 521,875
-------
521,875
-------
TOTAL BONDS (COST $4,588,281) 4,742,188
---------
</TABLE>

Page 2
<PAGE> 43

<S> <C> <C>
REPURCHASE AGREEMENTS - 9.61%
With Chase Manhattan 5.62% 10/01/96
(dated 9/30/96, collateralized by
$176,000 U.S. Treasury Notes 6.125% due
5/31/97 market value $179,728) $176,000 176,000
With J.P. Morgan Bank 5.62% 10/01/96
(dated 9/30/96, collateralized by
$173,000 U.S. Treasury Notes 6.625% due
6/30/01 market value $175,494) 173,000 173,000
With Paine Webber 5.62% 10/01/96
(dated 9/30/96, collateralized by
$52,000 U.S. Treasury Notes 6.785% due
8/31/99 market value $122,435 and
$120,000 U.S. Treasury Notes 6.125% due
5/15/98 market value $53,056) 173,000 173,000
-------

TOTAL REPURCHASE AGREEMENTS (COST $522,000) 522,000
-------

TOTAL MARKET VALUE OF SECURITIES - 96.94% (COST $5,110,281) 5,264,188

RECEIVABLES AND OTHER ASSETS NET OF LIABILITIES - 3.06% 166,215

NET ASSETS APPLICABLE TO 514,734 SHARES ($.01 PAR VALUE) OUTSTANDING;
EQUIVALENT TO $10.55 PER SHARE - 100% 5,430,403
---------
COMPONENTS OF NET ASSETS AT SEPTEMBER 30, 1996
Common stock, $.01 par value, 500,000,000 shares authorized to the Fund with
50,000,000 shares allocated to the Series 5,209,025
Accumulated undistributed:
Net investment income 59,874
Net realized gain on investments (5,524)
Net unrealized appreciation on investments and foreign currencies 167,028
---------
5,430,403
---------
</TABLE>

- -------------------------------------------------------------

* Principal amount is stated in the currency in which each bond is denominated.

Page 3
<PAGE> 44
DELAWARE GROUP PREMIUM FUND, INC. - GLOBAL BOND SERIES
STATEMENT OF ASSETS AND LIABILITIES
SEPTEMBER 30, 1996
(UNAUDITED)

See accompanying notes

<PAGE> 45

DELAWARE GROUP PREMIUM FUND, INC. - GLOBAL BOND SERIES
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM MAY 2, 1996(1) TO SEPTEMBER 30, 1996
(UNAUDITED)

<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
Interest $ 124,719 $ 124,719

Less expenses absorbed by Delaware
International Advisers Ltd. (7,716)
---------
13,147
---------
NET INVESTMENT INCOME 111,572

NET INVESTMENT INCOME

NET REALIZED LOSS AND UNREALIZED GAIN
ON INVESTMENTS AND FOREIGN CURRENCIES:
Net realized gain (loss)on:
Investment transactions 14,340
Foreign currencies (19,864)
---------
Net realized loss (5,524)
Net unrealized appreciation of
investment and foreign currencies 167,028
---------
NET REALIZED AND UNREALIZED
GAIN ON INVESTMENTS AND
FOREIGN CURRENCIES 161,504
---------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 273,076
=========
</TABLE>

- ----------
(1) Date of initial public offering.

See accompanying notes

<PAGE> 46

DELAWARE GROUP PREMIUM FUND, INC. - GLOBAL BOND SERIES
STATEMENT OF CHANGES IN NET ASSETS

DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income (51,696)
Net realized gain from security transactions --
----------
(51,696)
----------
CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold 5,265,821
Net asset value of shares issued upon
reinvestment of dividends from net
investment income 36,254
Net asset value of shares issued upon
reinvestment of distributions from
net realized gain from security
transactions --
----------
5,302,075
Cost of shares repurchased (93,052)
----------
Increase in net assets derived from capital
share transactions 5,209,023
NET INCREASE IN NET ASSETS 5,430,403

NET ASSETS:
Beginning of period --
End of period (including undistributed net
investment income of 40,011) $5,430,403
==========
</TABLE>

- ----------
(1) Date of initial public offering.

See accompanying notes

<PAGE> 47

DELAWARE GROUP PREMIUM FUND, INC. - GLOBAL BOND SERIES
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
(UNAUDITED)

Delaware Group Premium Fund, Inc. (the "Fund") is registered as a diversified
open-end investment company under the Investment Company Act of 1940. The
Fund is organized as a Maryland corporation and offers ten series, 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, the Value
Series and the Global Bond Series (the "Series"). The shares of the Fund are
sold only to separate accounts of life insurance companies.

1. SIGNIFICANT ACCOUNTING POLICIES
The following accounting policies are in accordance with general accounting
principles and are consistently followed by the Fund:

SECURITY VALUATION-Securities listed on an exchange are valued at the last
quoted sales price as of 4:00 pm EST on the valuation date. Securities not
traded or securities not listed on an exchange are valued at the mean of
the last quoted bid and asked prices. Long-term debt securities are valued
by an independent pricing service and are believed to reflect the fair value
of such securities. Securities listed on a foreign exchange are valued at
the last quoted sale price before the time when the Fund is valued. Money
market instruments having less than 60 days to maturity are valued at amortized
cost.

FEDERAL INCOME TAXES-The Series intends to continue to qualify as a
regulated investment company and make the requisite distributions to
shareholders. Accordingly, no provision for federal income taxes is required
in the financial statements.

REPURCHASE AGREEMENTS-Each Series may invest in a pooled cash account along
with other members of the Delaware Group of Funds. The aggregated daily
balance of the pooled cash account is invested in repurchase agreements
secured by obligations of the U.S. government. The respective collateral
is held by the Series' custodian bank until the maturity of the respective
repurchase agreements. Each repurchase agreement is 100% collateralized.
However, in the event of default or bankruptcy by the counterparty to the
agreement, realization of the collateral may be subject to legal proceedings.

FOREIGN CURRENCIES-The value of all assets and liabilities denominated in
foreign currencies are translated into the U.S. dollars at the exchange rate of
such currencies against the U.S. dollar as of 3:00 pm EST. Forward foreign
currency contracts are valued at the mean between the bid and asked prices of
the contracts. Interpolated values are derived when the settlement date
of the contract is an interim date for which quotations are not available.

OTHER-Expenses common to all Funds within the Delaware Group of Funds are
allocated amongst the funds on the basis of average net assets. Security
transactions are recorded on the date the securities are purchased or
sold (trade date). Costs used in calculating realized gains and losses on
the sale of investment securities are those of the specific securities
sold. Interest income is recorded on the accrual basis. Original discounts
are accreted to interest income over the lives of the respective securities.

Certain fund expenses are paid directly by brokers. The amount of these
expenses is less than 0.01% of each Series' average net assets.

2. INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES
In accordance with the terms of the Investment Management Agreement, the
Series pays Delaware International Advisers Ltd. (DIAL), the investment
manager, a fee which is calculated daily at the rate of 0.75%, of the
average daily net assets of the Series. At September 30, 1996, the Series had
a liability for Investment Management fees and other expenses payable to DMC
for $12,373.

DIAL has elected voluntarily to waive their fees and reimburse the Series to
the extent that annual operating expenses exclusive of taxes, interest,
brokerage commissions and extraordinary expenses, exceed 0.80% of average
daily net assets for the Series through December 31, 1996. Total expense
absorbed by DIAL for the period ended September 30, 1996 is $7.716.

Certain officers of DMC are officers, directors and/or employees of the Fund.
These officers, directors and employees are paid no compensation by the Fund.

The Series has engaged Delaware Service Company, Inc. (DSC), an affiliate
of DMC to serve as dividend disbursing and transfer agent. For the period
ended September 30, 1996, the Series expensed $166 for these services. At
September 30, 1996, the Series had a liability for these and other expenses
payable to DSC for $494.

Effective August 19, 1996, the Series also engaged DSC to provide accounting
services for the Series.

<PAGE> 48
STATEMENT OF NET ASSETS (CONTINUED)

3. INVESTMENTS
During the period ended September 30, 1996, the Series made purchases of
$5,183,451 and sales of $609,625 of securities other than direct U.S.
government securities and temporary cash investments.

The realized gain for federal income tax purposes was $14,340 for the period
ended September 30, 1996.

4. CAPITAL STOCK
Transactions in capital stock shares were as follows:

<TABLE>
<CAPTION>
5/2/96(1)
THROUGH
9/30/96
(UNAUDITED)

<S> <C>
Shares sold 520,270
Shares issued upon reinvestment of dividends from
net investment income and distributions from
net realized gain from security transactions 3,525
-------
523,795
Shares repurchased (9,061)
-------
Net increase 514,734
=======
</TABLE>

5. FOREIGN CURRENCY FORWARD CONTRACTS
The following currency forward contracts were outstanding at September 30, 1996:

<TABLE>
<CAPTION>
Contract to In Exchange Settlement Unrealized
Deliver For Date Gain/(Loss)
--------------------- ---------- ---------- -----------
<S> <C> <C> <C>
949,327 Australian Schillings $91,900 11/29/96 $ 3,114
2,397,880 Belgian Francs 79,400 11/29/96 3,028
109,752 Dutch Gilders 66,800 11/29/96 2,353
183,815 German Deutsche Marks 125,300 11/29/96 4,321
-------
$12,816
=======
</TABLE>

- ----------
(1) Date of initial public offering.

<PAGE> 49
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

6. FINANCIAL HIGHLIGHTS (CONTINUED)
Selected data for each share of the Series outstanding throughout each period
were as follows:

<TABLE>
<CAPTION>
5/2/96(1)
THROUGH
9/30/96
(UNAUDITED)

<S> <C>
Net asset value, beginning of period $10.0000
INCOME FROM INVESTMENT OPERATIONS:
Net investment income 0.1977
Net realized and unrealized gain from
security transactions 0.4723
--------
Total from investment operations 0.6700
--------
LESS DISTRIBUTIONS:
Dividends from net investment income (0.1200)
Distributions from net realized gain
from security transactions none
--------
Total distributions (0.1200)
--------
Net asset value, end of period $10.5500
========

Total return 6.73%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted) $5,430
Ratio of expenses to average daily net assets 0.80%
Ratio of expenses to average daily net assets
prior to expense limitation 1.26%
Ratio of net investment income to average net
assets 5.54%
Ratio of net investment income to average net
assets prior to expense limitation 5.08%
Portfolio turnover rate 38%
</TABLE>

- ----------
(1) Date of initial public offering; ratios have been annualized and total
return has not been annualized.

<PAGE> 50
OCTOBER 30, 1996
DELAWARE GROUP PREMIUM FUND, INC.
SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION DATED MAY 1, 1996

The following provides updated information in the section of the
Statement of Additional Information entitled Performance Information.

The performance of International Equity Series, as shown below, is the
average annual total return quotations through June 30, 1996. Securities prices
fluctuated during the periods covered and past results should not be considered
as representative of future performance.

AVERAGE ANNUAL TOTAL RETURN*
<TABLE>
<CAPTION>
PERIOD
1 YEAR 3 YEARS 10/29/92**
ENDED ENDED THROUGH
6/30/96 6/30/96 6/30/96
<S> <C> <C> <C>
18.92% 13.56% 11.40%
</TABLE>

* Delaware International Advisers Ltd. elected to waive voluntarily that
portion of its annual compensation under its Investment Management Agreement
necessary to limit the 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.

CUMULATIVE TOTAL RETURN*
<TABLE>
<CAPTION>
<S> <C> <C> <C>
3 MONTHS 6 MONTHS 9 MONTHS
ENDED ENDED ENDED
6/30/96 6/30/96 6/30/96

3.69% 9.30% 12.39%

PERIOD
1 YEAR 3 YEARS 10/29/92**
ENDED ENDED THROUGH
6/30/96 6/30/96 6/30/96

18.92% 46.44% 48.64%
</TABLE>

** Date of initial public offering.
<PAGE> 51
The following replaces the section of the Statement of
Additional Information entitled Financial Statements.

FINANCIAL STATEMENTS

Ernst & Young LLP serves as the independent auditor for the Series and
the Fund and, in its capacity as such, audits the financial statements of the
Series contained in the Fund's Annual Report. The Series' Statement of Net
Assets, Statement of Operations, Statement of Changes in Net Assets and Notes to
Financial Statements, as well as the report of Ernst & Young LLP, independent
auditor, for the year ended December 31, 1995, are included in the Series'
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 Part B. Unaudited financial statements and the notes relating thereto for
the Series for the period ended June 30, 1996 are incorporated by reference from
the Semi-Annual Report into Part B.
<PAGE> 52
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 into this filing by
reference into Part B from the Registrant's Annual
Report for the fiscal year ended December 31, 1995.
In addition, unaudited financial statements for each
Series for the period ended June 30, 1996 are
incorporated into this filing by reference from the
Registrant's Semi-Annual Report into Part B. The
Registrant's Semi-Annual Report was filed
electronically with the Commission on September 5,
1996. Unaudited financial statements for the Global
Bond Series for the period ended September 30, 1996
are also included in Part B.

(b) Exhibits:

(1) Articles of Incorporation.

(a) Articles of Incorporation, as
amended and supplemented
through January 22, 1996,
incorporated into this filing
by reference to Post-Effective
Amendment No. 16 filed January
22, 1996.

(b) Executed Articles
Supplementary to Articles of
Incorporation (April 23, 1996)
attached as Exhibit.

(2) By-Laws. By-Laws, as amended through
April 27, 1995, incorporated into this
filing by reference to Post-Effective
Amendment No. 15 filed April 27, 1995.

(3) Voting Trust Agreement. Inapplicable.
<PAGE> 53
PART C - Other Information
(Continued)

(4) Copies of All Instruments Defining the
Rights of Holders.

(a) Articles of Incorporation,
Articles of Amendment and Article
Supplementary.

(i) Article Fifth, Article
Seventh, Article Eighth and
Article Tenth of Articles of
Incorporation (February 17,
1987), Article Second of
Articles Supplementary
(January 29, 1988), Article
One of Articles of Amendment
(July 27, 1989), Article
Second of Articles
Supplementary (April 25,
1991), Article Second of
Articles Supplementary (July
28, 1992), Article Second of
Articles Supplementary
(October 11, 1993) and Article
Second of Articles
Supplementary (April 23, 1996)
incorporated into this filing
by reference to Post-Effective
Amendment No. 16 filed January
22, 1996.

(ii) Executed Article Fourth to
Articles Supplementary (April
23, 1996) attached as Exhibit
24(b)(1)(b).

(b) By-Laws. Article II, Article III, as
amended, and Article XIII, which was
subsequently designated as Article XIV,
incorporated into this filing by
reference to Post-Effective Amendment
No. 15 filed April 27, 1995.

(5) Investment Management Agreements.

(a) Executed Investment Management Agreement
(April 3, 1995) between Delaware
Management Company, Inc. and the
Registrant on behalf of the Emerging
Growth Series incorporated into this
filing by reference to Post-Effective
Amendment No. 15 filed April 27, 1995.

(b) Executed Investment Management Agreement
(April 3, 1995) between Delaware
Management Company, Inc. and the
Registrant on behalf of the Growth
Series incorporated into this filing by
reference to Post-Effective Amendment
No. 15 filed April 27, 1995.

(c) Executed Investment Management Agreement
(April 3, 1995) between Delaware
International Advisers Ltd. and the
Registrant on behalf of the
International Equity Series incorporated
into this filing by reference to
Post-Effective Amendment No. 15 filed
April 27, 1995.

(d) Executed Investment Management Agreement
(April 3, 1995) between Delaware
Management Company, Inc. and the
Registrant on behalf of the Money Market
Series incorporated into this filing by
reference to Post-Effective Amendment
No. 15 filed April 27, 1995.
<PAGE> 54
PART C - Other Information
(Continued)

(e) Executed Investment Management Agreement
(April 3, 1995) between Delaware
Management Company, Inc. and the
Registrant on behalf of the
Equity/Income, High Yield, Capital
Reserves and Multiple Strategy Series
incorporated into this filing by
reference to Post-Effective Amendment
No. 15 filed April 27, 1995.

(f) Executed Investment Management Agreement
(April 3, 1995) between Delaware
Management Company, Inc. and the
Registrant on behalf of the Value Series
incorporated into this filing by
reference to Post-Effective Amendment
No. 15 filed April 27, 1995.

(g) Executed Investment Management Agreement
(May 1, 1996) between Delaware
International Advisers Ltd. and the
Registrant on behalf of the Global Bond
Series attached as Exhibit.

(6) Distribution Agreements.

(a) Executed Distribution Agreement (April
3, 1995) between Delaware Distributors,
L.P. and the Registrant on behalf of
the Equity/Income, High Yield, Capital
Reserves and Multiple Strategy Series
incorporated into this filing by
reference to Post-Effective Amendment
No. 16 filed January 22, 1996.

(b) Executed Distribution Agreement (April
3, 1995) between Delaware Distributors,
L.P. and the Registrant on behalf of
the Money Market Series incorporated
into this filing by reference to
Post-Effective Amendment No. 16 filed
January 22, 1996.

(c) Executed Distribution Agreement (April
3, 1995) between Delaware Distributors,
L.P. and the Registrant on behalf of
the Growth Series incorporated into this
filing by reference to Post-Effective
Amendment No. 16 filed January 22, 1996.

(d) Executed Distribution Agreement (April
3, 1995) between Delaware Distributors,
L.P. and the Registrant on behalf of
the International Equity Series
incorporated into this filing by
reference to Post-Effective Amendment
No. 16 filed January 22, 1996.
<PAGE> 55
PART C - Other Information
(Continued)

(e) Executed Distribution Agreement (April
3, 1995) between Delaware Distributors,
L.P. and the Registrant on behalf of
the Value Series incorporated into this
filing by reference to Post-Effective
Amendment No. 16 filed January 22, 1996.

(f) Executed Distribution Agreement (April
3, 1995) between Delaware Distributors,
L.P. and the Registrant on behalf of
the Emerging Growth Series incorporated
into this filing by reference to
Post-Effective Amendment No. 16 filed
January 22, 1996.

(g) Executed Distribution Agreement (May 1,
1996) between Delaware Distributors,
L.P. and the Registrant on behalf of
the Global Bond Series attached as
Exhibit.

(7) Bonus, Profit Sharing, Pension Contracts.

(a) Amended and Restated Profit Sharing Plan
(November 17, 1994) incorporated into
this filing by reference to
Post-Effective Amendment No. 15 filed
April 27, 1995.

(b) Amendment to Profit Sharing Plan
(December 21, 1995) incorporated into
this filing by reference to
Post-Effective Amendment No. 16 filed
January 22, 1996.

(8) Custodian Agreements.

(a) Executed Custodian Agreement (1996)
between The Chase Manhattan Bank and the
Registrant on behalf of each Series
included as Module.

(b) Form of Securities Lending Agreement
(1996) between The Chase Manhattan Bank
and the Registrant on behalf of the
Equity/Income, High Yield, Capital
Reserves, Growth, Multiple Strategy,
Value, Emerging Growth, Global Bond and
International Equity Series attached as
Exhibit.

(9) Other Material Contracts.

(a) Executed Shareholders Services Agreement
(June 29, 1988) between Delaware Service
Company, Inc. and the Registrant on
behalf of the Money Market Series
attached as Exhibit.
<PAGE> 56
PART C - Other Information
(Continued)

(b) Executed Amended and Restated
Shareholders Services Agreement (May 1,
1996) between Delaware Service Company,
Inc. and the Registrant on behalf of the
High Yield Series, Capital Reserves
Series, Equity/Income Series, Multiple
Strategy Series, Growth Series,
International Equity Series, Value
Series, Emerging Growth Series and
Global Bond Series attached as Exhibit.

(c) Executed Delaware Group of Funds Fund
Accounting Agreement (August 19, 1996)
between Delaware Service Company, Inc.
and the Registrant included as Module.

(10) Opinion of Counsel. Filed with letter relating
to Rule 24f-2 on February 27, 1996.

(11) Consent of Auditors. Attached as Exhibit.

(12) Inapplicable.

(13) Subscription Agreement. Incorporated into this
filing by reference to Pre-Effective Amendment
No. 1 filed October 13, 1987.

(14-15) Inapplicable.

(16) Schedules of Computation for each Performance
Quotation.

(a) Incorporated into this filing by
reference to Post-Effective Amendment
No. 15 filed April 27, 1995 and
Post-Effective Amendment No. 17 filed
March 29, 1996.

(b) Schedules of Computation for each
Performance Quotation for periods not
previously electronically filed attached
as Exhibit.

(17) Financial Data Schedules.

(a) Incorporated into this filing by
reference to Post-Effective Amendment
No. 17 filed March 29, 1996.

(b) Financial Data Schedules for each Series
for the period ended June 30, 1996
attached as Exhibit.

(18) Inapplicable.
<PAGE> 57
PART C - Other Information
(Continued)

(19) Other: Directors' Power of Attorney.
Incorporated into this filing by reference to
Post-Effective Amendment No. 15 filed April 27,
1995.

Item 25. Persons Controlled by or under Common Control with
Registrant. None.

Item 26. Number of Holders of Securities.

<TABLE>
<CAPTION>
(1) (2)

Number of
Title of Class Record Holders
-------------- --------------
<S> <C>
Delaware Group Premium Fund, Inc.
High Yield Series
Common Stock Par Value 6 Accounts as of
$.01 Per Share October 11, 1996

Delaware Group Premium Fund, Inc.
Capital Reserves Series
Common Stock Par Value 6 Accounts as of
$.01 Per Share October 11, 1996

Delaware Group Premium Fund, Inc.
Equity/Income Series
Common Stock Par Value 8 Accounts as of
$.01 Per Share October 11, 1996

Delaware Group Premium Fund, Inc.
Multiple Strategy Series
Common Stock Par Value 6 Accounts as of
$.01 Per Share October 11, 1996

Delaware Group Premium Fund, Inc.
Money Market Series
Common Stock Par Value 6 Accounts as of
$.01 Per Share October 11, 1996

Delaware Group Premium Fund, Inc.
Growth Series
Common Stock Par Value 5 Accounts as of
$.01 Per Share October 11, 1996
</TABLE>
<PAGE> 58
PART C - Other Information
(Continued)

<TABLE>
<CAPTION>
Number of
Title of Class Record Holders
-------------- --------------
<S> <C>
Delaware Group Premium Fund, Inc.
International Equity Series
Common Stock Par Value 11 Accounts as of
$.01 Per Share October 11, 1996

Delaware Group Premium Fund, Inc.
Value Series
Common Stock Par Value 3 Accounts as of
$.01 Per Share October 11, 1996

Delaware Group Premium Fund, Inc.
Emerging Growth Series
Common Stock Par Value 5 Accounts as of
$.01 Per Share October 11, 1996

Delaware Group Premium Fund, Inc.
Global Bond Series
Common Stock Par Value 4 Accounts as of
$.01 Per Share October 11, 1996
</TABLE>

Item 27. Indemnification. Incorporated into this filing by
reference to initial Registration Statement filed May
14, 1987 and Article VII of the Amendment to By-Laws
(February 16, 1989) incorporated into this filing by
reference to Post-Effective Amendment No. 15 filed
April 27, 1995.

Item 28. Business and Other Connections of Investment Adviser.

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 Income Funds, Inc., Delaware
Group Government Fund, Inc., Delaware Group Limited-Term Government Funds,
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 Adviser Funds, 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 indirectly 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, accounting services and transfer
agent for all of the mutual funds in the Delaware Group.
<PAGE> 59
PART C - Other Information
(Continued)

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>
Name and Principal Positions and Offices with DMC and its
Business Address* Affiliates and Other Positions and Offices Held
- ----------------------- ---------------------------------------------------------------------------------
<S> <C>
Wayne A. Stork Chairman of the Board, President, Chief Executive Officer, Chief Investment Officer and
Director of Delaware Management Company, Inc.; President, Chief Executive Officer,
Chairman of the Board and Director of the Registrant and, with the exception of
Delaware Pooled Trust, Inc., each of the other funds in the Delaware Group, Delaware
Management Holdings, Inc., DMH Corp., Delaware International Holdings Ltd. and Founders
Holdings, Inc.; Chairman of the Board and Director of Delaware Pooled Trust, Inc.,
Delaware Distributors, Inc., Delaware Capital Management, Inc. and Delaware Investment
& Retirement Services, Inc.; Chairman, Chief Executive Officer and Director of Delaware
International Advisers Ltd.; and Director of Delaware Service Company, Inc.

Winthrop S. Jessup Executive Vice President and Director of Delaware Management Company, Inc., DMH Corp.,
Delaware International Holdings Ltd. and Founders Holdings, Inc.; Executive Vice
President of the Registrant and, with the exception of Delaware Pooled Trust, Inc.,
each of the other funds in the Delaware Group and Delaware Management Holdings, Inc.;
President and Chief Executive Officer of Delaware Pooled Trust, Inc.; Vice Chairman of
Delaware Distributors, L.P.; Vice Chairman and Director of Delaware Distributors, Inc.;
Director of Delaware Service Company, Inc., Delaware Management Trust Company, Delaware
International Advisers Ltd. and Delaware Investment & Retirement Services, Inc.; and
President and Director of Delaware Capital Management, Inc.

Richard G. Unruh, Jr. Executive Vice President and Director of Delaware Management Company, Inc.; Executive
Vice President of the Registrant and each of the other funds in the Delaware Group;
Senior Vice President of Delaware Management Holdings, Inc. and Delaware Capital
Management, Inc.; and Director of Delaware International Advisers Ltd.

Board of Directors, Chairman of Finance Committee, Keystone Insurance Company since
1989, 2040 Market Street, Philadelphia, PA; Board of Directors, Chairman of Finance
Committee, Mid Atlantic, Inc. since 1989, 2040 Market Street, Philadelphia, PA
</TABLE>

*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
<PAGE> 60

PART C - Other Information
(Continued)

<TABLE>
<CAPTION>
Name and Principal Positions and Offices with the Manager and its
Business Address* Affiliates and Other Positions and Offices Held
- ------------------ -----------------------------------------------
<S> <C>
Paul E. Suckow Executive Vice President/Chief Investment Officer, Fixed Income of Delaware Management
Company, Inc., the Registrant and each of the other funds in the Delaware Group;
Executive Vice President/Chief Investment Officer and Director of Founders Holdings,
Inc.; Senior Vice President/Chief Investment Officer, Fixed Income of Delaware
Management Holdings, Inc.; Senior Vice President of Delaware Capital Management, Inc.
and Director of Founders CBO Corporation

David K. Downes Senior Vice President, Chief Administrative Officer and Chief Financial Officer of
Delaware Management Company, Inc., the Registrant and each of the other funds in the
Delaware Group; Chairman and Director of Delaware Management Trust Company; Executive
Vice President, Chief Operating Officer, Chief Administrative Officer, Chief Financial
Officer and Treasurer of Delaware Management Holdings, Inc.; Senior Vice President,
Chief Financial Officer, Treasurer and Director of DMH Corp.; Senior Vice President and
Chief Administrative Officer of Delaware Distributors, L.P.; Senior Vice President,
Chief Administrative Officer and Director of Delaware Distributors, Inc.; 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 and
Treasurer of Delaware Capital Management, Inc.; Senior Vice President, Chief Financial
Officer and Director of Founders Holdings, Inc.; Chief Executive Officer and Director of
Delaware Investment & Retirement Services, Inc.; and Director of Delaware International
Advisers Ltd.

Chief Executive Officer, Chief Financial Officer and Treasurer of Forewarn, Inc. since
1992, 8 Clayton Place, Newtown Square, PA
</TABLE>

*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
<PAGE> 61
PART C - Other Information
(Continued)

<TABLE>
<CAPTION>
Name and Principal Positions and Offices with the Manager and its
Business Address* Affiliates and Other Positions and Offices Held
- ------------------ -----------------------------------------------
<S> <C>
George M. Chamberlain, Jr. Senior Vice President, Secretary and Director of Delaware Management Company, Inc., DMH
Corp., Delaware Distributors, Inc., Delaware Service Company, Inc., Founders Holdings,
Inc., Delaware Capital Management, Inc. and Delaware Investment & Retirement Services,
Inc.; Senior Vice President and Secretary of the Registrant, each of the other funds in
the Delaware Group, Delaware Distributors, L.P. and Delaware Management Holdings, Inc.;
Executive Vice President, Secretary and Director of Delaware Management Trust Company;
Secretary and Director of Delaware International Holdings Ltd.; and Director of Delaware
International Advisers Ltd.

Richard J. Flannery Managing Director/Corporate Tax & Affairs of Delaware Management Company, Inc., Delaware
Management Holdings, Inc., DMH Corp., Delaware Distributors, L.P., Delaware
Distributors, Inc., Delaware Service Company, Inc., Delaware Management Trust Company,
Founders CBO Corporation, Delaware Capital Management, Inc. and Delaware Investment &
Retirement Services, Inc.; Vice President of the Registrant and each of the other funds
in the Delaware Group; Managing Director/Corporate Tax & Affairs and Director of
Founders Holdings, Inc.; Managing Director and Director of Delaware International
Holdings Ltd.; and Director of Delaware International Advisers Ltd.

Limited Partner of Stonewall Links, L.P. since 1991, Bulltown Rd., Elverton, PA;
Director and Member of Executive Committee of Stonewall Links, Inc. since 1991, Bulltown
Rd., Elverton, PA

Michael P. Bishof(1) Vice President and Treasurer of Delaware Management Company, Inc., the Registrant, each
of the other funds in the Delaware Group, Delaware Distributors, L.P., Delaware
Distributors, Inc., Delaware Service Company, Inc. and Founders Holdings, Inc.;
Assistant Treasurer of Founders CBO Corporation; and Vice President and Manager of
Investment Accounting of Delaware International Holdings Ltd.
</TABLE>

*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
<PAGE> 62
PART C - Other Information
(Continued)

<TABLE>
<CAPTION>
Name and Principal Positions and Offices with the Manager and its
Business Address* Affiliates and Other Positions and Offices Held
- ------------------ -----------------------------------------------
<S> <C>
Eric E. Miller Vice President and Assistant Secretary of Delaware Management Company, Inc., the
Registrant, each of the other funds in the Delaware Group, Delaware Management Holdings,
Inc., DMH Corp., Delaware Distributors, L.P., Delaware Distributors Inc., Delaware
Service Company, Inc., Delaware Management Trust Company, Founders Holdings, Inc.,
Delaware Capital Management, Inc. and Delaware Investment & Retirement Services, Inc.

Richelle S. Maestro Vice President and Assistant Secretary of Delaware Management Company, Inc., the
Registrant, each of the other funds in the Delaware Group, Delaware Management Holdings,
Inc., Delaware Distributors, L.P., Delaware Distributors, Inc., Delaware Service
Company, Inc., DMH Corp., Delaware Management Trust Company, Delaware Capital
Management, Inc., Delaware Investment & Retirement Services, Inc. and Founders Holdings,
Inc.; Secretary of Founders CBO Corporation; and Assistant Secretary of Delaware
International Holdings Ltd.

General Partner of Tri-R Associates since 1989, 10001 Sandmeyer Ln., Philadelphia, PA

John M. Zerr(2) Vice President and Assistant Secretary of Delaware Management Company, Inc., the
Registrant, each of the other funds in the Delaware Group, DMH Corp., Delaware
Distributors, L.P., Delaware Capital Management, Inc. and Delaware Investment &
Retirement Services, Inc.

Joseph H. Hastings Vice President/Corporate Controller of Delaware Management Company, Inc., the
Registrant, each of the other funds in the Delaware Group, Delaware Management Holdings,
Inc., DMH Corp., Delaware Distributors, L.P., Delaware Distributors, Inc., Delaware
Service Company, Inc., Delaware Capital Management, Inc., Founders Holdings, Inc. and
Delaware International Holdings Ltd.; Executive Vice President, Chief Financial Officer
and Treasurer of Delaware Management Trust Company; Chief Financial Officer and
Treasurer of Delaware Investment & Retirement Services, Inc.; and Assistant Treasurer of
Founders CBO Corporation

Bruce A. Ulmer Vice President/Director of Internal Audit of Delaware Management Company, Inc., the
Registrant, each of the other funds in the Delaware Group, Delaware Management Holdings,
Inc., DMH Corp. and Delaware Management Trust Company; and Vice President/Internal Audit
of Delaware Investment & Retirement Services, Inc.
</TABLE>

*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
<PAGE> 63
PART C - Other Information
(Continued)

<TABLE>
<CAPTION>
Name and Principal Positions and Offices with the Manager and its
Business Address* Affiliates and Other Positions and Offices Held
- ----------------------- -------------------------------------------------------------------------------------
<S> <C>
Steven T. Lampe(3) Vice President/Taxation of Delaware Management Company, Inc., the Registrant, each of
the other funds in the Delaware Group, Delaware Management Holdings, Inc., DMH Corp.,
Delaware Distributors, L.P., Delaware Distributors, Inc., Delaware Service Company,
Inc., Delaware Management Trust Company, Founders Holdings, Inc., Founders CBO
Corporation, Delaware Capital Management, Inc. and Delaware Investment & Retirement
Services, Inc.

Lisa O. Brinkley Vice President/Compliance of Delaware Management Company, Inc., the Registrant, each of
the other funds in the Delaware Group, DMH Corp., Delaware Distributors, L.P., Delaware
Distributors, Inc., Delaware Service Company, Inc., Delaware Management Trust Company,
Delaware Capital Management, Inc. and Delaware Investment & Retirement Services, Inc.

Rosemary E. Milner Vice President/Legal of Delaware Management Company, Inc., the Registrant, each of the
other funds in the Delaware Group, Delaware Distributors, L.P. and Delaware
Distributors, Inc.

Douglas L. Anderson Vice President/Operations of Delaware Management Company, Inc., Delaware Investment &
Retirement Services, Inc. and Delaware Service Company, Inc.; and Vice
President/Operations and Director of Delaware Management Trust Company

Michael T. Taggart Vice President/Facilities Management and Administrative Services of Delaware Management
Company, Inc.

Gerald T. Nichols Vice President/Senior Portfolio Manager of Delaware Management Company, Inc., the
Registrant, each of the tax-exempt funds, the fixed-income funds and the closed-end
funds in the Delaware Group; Vice President of Founders Holdings, Inc.; and Treasurer,
Assistant Secretary and Director of Founders CBO Corporation

J. Michael Pokorny Vice President/Senior Portfolio Manager of Delaware Management Company, Inc., the
Registrant, each of the tax-exempt funds and the fixed-income funds in the Delaware
Group
</TABLE>

*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
<PAGE> 64
PART C - Other Information
(Continued)

<TABLE>
<CAPTION>
Name and Principal Positions and Offices with the Manager and its
Business Address* Affiliates and Other Positions and Offices Held
- ----------------------- -------------------------------------------------------------------------------------
<S> <C>
Gary A. Reed Vice President/Senior Portfolio Manager of Delaware Management Company, Inc., the
Registrant, each of the tax-exempt funds and the fixed-income funds in the Delaware
Group and Delaware Capital Management, Inc.

Paul A. Matlack Vice President/Senior Portfolio Manager of Delaware Management Company, Inc., the
Registrant, each of the tax-exempt funds, the fixed-income funds and the closed-end
funds in the Delaware Group; Vice President of Founders Holdings, Inc.; and President
and Director of Founders CBO Corporation

Patrick P. Coyne Vice President/Senior Portfolio Manager of Delaware Management Company, Inc., the
Registrant, each of the tax-exempt funds, the fixed-income funds in the Delaware Group
and Delaware Capital Management, Inc.

Roger A. Early Vice President/Senior Portfolio Manager of Delaware Management Company, Inc., the
Registrant, each of the tax-exempt funds and the fixed-income funds in the Delaware
Group

Edward N. Antoian Vice President/Senior Portfolio Manager of Delaware Management Company, Inc., the
Registrant, each of the equity funds in the Delaware Group and Delaware Capital
Management, Inc.

General Partner of Zeke Investment Partners since 1991, 569 Canterbury Lane, Berwyn, PA

George H. Burwell Vice President/Senior Portfolio Manager of Delaware Management Company, Inc., the
Registrant and each of the equity funds in the Delaware Group

John B. Fields Vice President/Senior Portfolio Manager of Delaware Management Company, Inc., the
Registrant and each of the equity funds in the Delaware Group and Delaware Capital
Management, Inc.

David C. Dalrymple Vice President/Senior Portfolio Manager of Delaware Management Company, Inc., the
Registrant and each of the equity funds in the Delaware Group

Gerald S. Frey(4) Vice President/Senior Portfolio Manager of Delaware Management Company, Inc., the
Registrant and each of the equity funds in the Delaware Group
</TABLE>

*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
<PAGE> 65
PART C - Other Information
(Continued)

<TABLE>
<CAPTION>
Name and Principal Positions and Offices with the Manager and its
Business Address* Affiliates and Other Positions and Offices Held
- ----------------------- -------------------------------------------------------------------------------------
<S> <C>
Faye P. Staples(5) Vice President/Human Resources of Delaware Management Company, Inc., Delaware
Distributors, L.P. and Delaware Distributors, Inc.; and Vice President/Director of Human
Resources of Delaware Service Company, Inc.
</TABLE>

(1) VICE PRESIDENT/GLOBAL INVESTMENT MANAGEMENT OPERATIONS,
Bankers Trust and VICE PRESIDENT, CS First Boston Investment
Management prior to June 1995.
(2) ATTORNEY, Ballard Spahr Andrews & Ingersoll prior to July
1995.
(3) TAX MANAGER, Price Waterhouse prior to October 1995.
(4) SENIOR DIRECTOR, Morgan Grenwell Capital Management prior to
June 1996.
(5) VICE PRESIDENT/HUMAN RESOURCES, Nova Care prior to September
1995.

Delaware International Advisers Ltd. ("Delaware International") serves
as investment manager to the International Equity and Global Bond 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>
Name and Principal Positions and Offices with Delaware International Advisers Ltd.
Business Address and its Affiliates and Other Positions and Offices Held
- ---------------------- ------------------------------------------------------------------------
<S> <C>
*Wayne A. Stork Chairman of the Board, Chief Executive Officer and Director of Delaware International
Advisers Ltd.; President, Chief Executive Officer, Chairman of the Board and Director of
the Registrant and, with the exception of Delaware Pooled Trust, Inc., each of the other
funds in the Delaware Group, Delaware Management Holdings, Inc., DMH Corp., Delaware
International Holdings Ltd. and Founders Holdings, Inc.; Chairman of the Board,
President, Chief Executive Officer, Chief Investment Officer and Director of Delaware
Management Company, Inc.; Chairman of the Board and Director of Delaware Pooled Trust,
Inc., Delaware Distributors, Inc., Delaware Capital Management, Inc. and Delaware
Investment & Retirement Services, Inc.; and Director of Delaware Service Company, Inc.

**G. Roger H. Kitson Vice Chairman and Director of Delaware International Advisers Ltd.

**David G. Tilles Managing Director, Chief Investment Officer and Director of Delaware International
Advisers Ltd.
</TABLE>

*Business address is 1818 Market Street, Philadelphia, PA 19103.
**Business address is Veritas House, 125 Finsbury Pavement, London,
England EC2A 1NQ.
<PAGE> 66
PART C - Other Information
(Continued)

*David K. Downes Director of Delaware International Advisers Ltd.; Executive Vice President, Chief
Operating Officer, Chief Administrative Officer, Chief Financial Officer and Treasurer
of Delaware Management Holdings, Inc.; Senior Vice President, Chief Administrative
Officer, Chief Financial Officer of Delaware Management Company, Inc., the Registrant
and each of the other funds in the Delaware Group; Chairman and Director of Delaware
Management Trust Company; Senior Vice President, Chief Financial Officer, Treasurer and
Director of DMH Corp.; Senior Vice President and Chief Administrative Officer of
Delaware Distributors, L.P.; Senior Vice President, Chief Administrative Officer and
Director of Delaware Distributors, Inc.; 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 and Treasurer of Delaware Capital Management, Inc.;
Senior Vice President, Chief Financial Officer and Director of Founders Holdings, Inc.;
and Chief Executive Officer and Director of Delaware Investment & Retirement Services,
Inc.

Chief Executive Officer, Chief Financial Officer and Treasurer of Forewarn, Inc. since
1992, 8 Clayton Place, Newtown Square, PA

*Winthrop S. Jessup Director of Delaware International Advisers Ltd., Delaware Service Company, Inc.,
Delaware Management Trust Company and Delaware Investment & Retirement Services, Inc.;
Executive Vice President of the Registrant and, with the exception of Delaware Pooled
Trust, Inc., each of the other funds in the Delaware Group and Delaware Management
Holdings, Inc.; President and Chief Executive Officer of Delaware Pooled Trust, Inc.;
Executive Vice President and Director of DMH Corp., Delaware Management Company, Inc.,
Delaware International Holdings Ltd. and Founders Holdings, Inc.; Vice Chairman of
Delaware Distributors, L.P.; Vice Chairman and Director of Delaware Distributors, Inc.;
and President and Director of Delaware Capital Management, Inc.
</TABLE>

*Business address is 1818 Market Street, Philadelphia, PA 19103.
**Business address is Veritas House, 125 Finsbury Pavement, London,
England EC2A 1NQ.
<PAGE> 67
PART C - Other Information
(Continued)

*Richard J. Flannery Director of Delaware International Advisers Ltd.; Managing Director/Corporate Tax &
Affairs of Delaware Management Holdings, Inc., DMH Corp., Delaware Management Company,
Inc., Delaware Distributors, L.P., Delaware Distributors, Inc., Delaware Service
Company, Inc., Delaware Management Trust Company, Delaware Capital Management, Inc.,
Founders CBO Corporation and Delaware Investment & Retirement Services, Inc.; Vice
President of the Registrant and each of the other funds in the Delaware Group; Managing
Director/Corporate & Tax Affairs and Director of Founders Holdings, Inc.; and Managing
Director and Director of Delaware International Holdings Ltd.

Limited Partner of Stonewall Links, L.P. since 1991, Bulltown Rd., Elverton, PA;
Director and Member of Executive Committee of Stonewall Links, Inc. since 1991,
Bulltown Rd., Elverton, PA

*John C. E. Campbell Director of Delaware International Advisers Ltd.

*George M. Chamberlain, Jr. Director of Delaware International Advisers Ltd.; Senior Vice President and Secretary
of the Registrant, each of the other funds in the Delaware Group, Delaware
Distributors, L.P. and Delaware Management Holdings, Inc.; Senior Vice President,
Secretary and Director of Delaware Management Company, Inc., DMH Corp., Delaware
Distributors, Inc., Delaware Service Company, Inc., Founders Holdings, Inc., Delaware
Capital Management, Inc. and Delaware Investment & Retirement Services, Inc.; Executive
Vice President, Secretary and Director of Delaware Management Trust Company; and
Secretary and Director of Delaware International Holdings Ltd.

*George E. Deming Director of Delaware International Advisers Ltd.

**Timothy W. Sanderson Senior Portfolio Manager, Deputy Compliance Officer, Director Equity Research and
Director of Delaware International Advisers Ltd.
</TABLE>

*Business address is 1818 Market Street, Philadelphia, PA 19103.
**Business address is Veritas House, 125 Finsbury Pavement, London,
England EC2A 1NQ.
<PAGE> 68
PART C - Other Information
(Continued)

<TABLE>
<CAPTION>
<S> <C>
Name and Principal Positions and Offices with Delaware International Advisers Ltd.
Business Address and its Affiliates and Other Positions and Offices Held
- ---------------------- ---------------------------------------------------------------------------------

**Clive A. Gillmore Senior Portfolio Manager, Director U.S. Mutual Fund Liaison and Director of Delaware
International Advisers Ltd.

**Hamish O. Parker Senior Portfolio Manager, Director U.S. Marketing Liaison and Director of Delaware
International Advisers Ltd.

**Ian G. Sims Senior Portfolio Manager, Deputy Managing Director and Director of Delaware
International Advisers Ltd.

**Elizabeth A. Desmond Senior Portfolio Manager of Delaware International Advisers Ltd.

**Gavin A. Hall Senior Portfolio Manager of Delaware International Advisers Ltd.

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:

<S> <C>
Name and Principal Positions and Offices Positions and Offices
Business Address* with Underwriter with Registrant
- -------------------- ---------------------- ----------------------
Delaware Distributors, Inc. General Partner None

Delaware Management Investment Manager to
Company, Inc. Limited Partner Equity/Income, High Yield
Capital Reserves, Money Market,
Growth, Multiple Strategy,
Emerging Growth and Value Series
Delaware Capital
Management, Inc. Limited Partner None

Winthrop S. Jessup Vice Chairman Executive Vice President

Keith E. Mitchell President and Chief None
Executive Officer

David K. Downes Senior Vice President and Senior Vice President/Chief
Chief Administrative Officer Administrative Officer/Chief
Financial Officer
</TABLE>

*Business address is 1818 Market Street, Philadelphia, PA 19103.
**Business address is Veritas House, 125 Finsbury Pavement, London,
England EC2A 1NQ.
<PAGE> 69
PART C - Other Information
(Continued)

<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address* with Underwriter with Registrant
- ------------------ --------------------- ---------------------
<S> <C> <C>
George M. Chamberlain, Jr. Senior Vice President/ Senior Vice President/
Secretary Secretary

J. Lee Cook Senior Vice President/ None
Eastern Sales Division

Thomas E. Sawyer Senior Vice President/ None
Western Sales Division

Stephen H. Slack Senior Vice President/ None
Wholesaler

William F. Hostler Senior Vice President/ None
Marketing Services

Dana B. Hall Senior Vice President/ None
Key Accounts

Minette van Noppen Senior Vice President/ None
Retirement Services

J. Chris Meyer Senior Vice President/ None
Product Development

Richard J. Flannery Managing Director/Corporate Vice President
& Tax Affairs

Eric E. Miller Vice President/ Vice President/
Assistant Secretary Assistant Secretary

Richelle S. Maestro Vice President/ Vice President/
Assistant Secretary Assistant Secretary

John M. Zerr Vice President/ Vice President/
Assistant Secretary Assistant Secretary

Michael P. Bishof Vice President/Treasurer Vice President/Treasurer

Steven T. Lampe Vice President/Taxation Vice President/Taxation
</TABLE>

*Business address is 1818 Market Street, Philadelphia, PA 19103.
**Business address is Veritas House, 125 Finsbury Pavement, London,
England EC2A 1NQ.
<PAGE> 70
PART C - Other Information
(Continued)

<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address* with Underwriter with Registrant
- ------------------ --------------------- ---------------------
<S> <C> <C>
Joseph H. Hastings Vice President/ Vice President/
Corporate Controller Corporate Controller

Lisa O. Brinkley Vice President/ Vice President/
Compliance Compliance

Rosemary E. Milner Vice President/Legal Vice President/Legal

Susan J. Black Vice President/ None
Manager Key Accounts

Daniel H. Carlson Vice President/ None
Marketing Manager

Diane M. Anderson Vice President/ None
Retirement Services

Denise F. Guerriere Vice President/Client Services None

Julia R. Vander Els Vice President/ None
Client Services

Jerome J. Alrutz Vice President/ None
Client Services

Joanne A. Mettenheimer Vice President/ None
National Accounts

Christopher H. Price Vice President/Annuity None
Marketing & Administration

Steven J. DeAngelis Vice President/ None
Product Development

Susan T. Friestedt Vice President/ None
Customer Service

Dinah J. Huntoon Vice President/ None
Product Management
</TABLE>

*Business address is 1818 Market Street, Philadelphia, PA 19103.
**Business address is Veritas House, 125 Finsbury Pavement, London,
England EC2A 1NQ.
<PAGE> 71
PART C - Other Information
(Continued)

<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address* with Underwriter with Registrant
- ------------------ --------------------- ---------------------
<S> <C> <C>
Soohee Zebedee Vice President/Fixed Income None
Product Management

Ellen M. Krott Vice President/ None
Communications

Holly W. Riemel Vice President/ None
Telemarketing

Frank Albanese Vice President/Wholesaler None

Terrence L. Bussard Vice President/Wholesaler None

William S. Carroll Vice President/Wholesaler None

William S. Castetter Vice President/Wholesaler None

Thomas J. Chadie Vice President/Wholesaler None

Thomas C. Gallagher Vice President/Wholesaler None

Douglas R. Glennon 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

Philip G. Rickards Vice President/Wholesaler None

Elizabeth Roman Vice President/Wholesaler None

Michael W. Rose Vice President/Wholesaler None

Edward B. Sheridan Vice President/Wholesaler None

Robert E. Stansbury Vice President/Wholesaler None
</TABLE>

*Business address is 1818 Market Street, Philadelphia, PA 19103.
**Business address is Veritas House, 125 Finsbury Pavement, London,
England EC2A 1NQ.
<PAGE> 72
PART C - Other Information
(Continued)

Faye P. Staples Vice President/Human Resources None

John Wells Vice President/Marketing None
Technology
</TABLE>

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 and in
London at Veritas House, 125 Finsbury Pavement, London, England EC2A 1NQ.

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 latest annual report to
shareholders, upon request and without charge.

(d) The Registrant hereby undertakes to promptly call a
meeting of shareholders for the purpose of voting
upon the question of removal of any director when
requested in writing to do so by the record holders
of not less than 10% of the outstanding shares.

*Business address is 1818 Market Street, Philadelphia, PA 19103.
**Business address is Veritas House, 125 Finsbury Pavement, London,
England EC2A 1NQ.
<PAGE> 73
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 28th day of October, 1996.

DELAWARE GROUP PREMIUM FUND, INC.

By:/s/Wayne A. Stork
-----------------------------------------
Wayne A. Stork
President, Chairman of the Board,
Chief Executive Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:

<TABLE>
<CAPTION>
Signature Title Date
- ----------------------------------------------- ----------------------------------------------- ----------------
<S> <C> <C>
President, Chairman of the Board,
/s/Wayne A. Stork Chief Executive Officer and Director October 28, 1996
- -------------------------------------------------
Wayne A. Stork

Senior Vice President/Chief Administrative
Officer/Chief Financial Officer (Principal
Financial Officer/Principal Accounting
/s/David K. Downes Officer) October 28, 1996
- -------------------------------------------------
David K. Downes

/s/Walter P. Babich * Director October 28, 1996
- -------------------------------------------------
Walter P. Babich

/s/Anthony D. Knerr * Director October 28, 1996
- ------------------------------------------------
Anthony D. Knerr

/s/Ann R. Leven * Director October 28, 1996
- ------------------------------------------------
Ann R. Leven

/s/W. Thacher Longstreth * Director October 28, 1996
- ------------------------------------------------
W. Thacher Longstreth

/s/Charles E. Peck * Director October 28, 1996
- ------------------------------------------------
Charles E. Peck
</TABLE>

*By/s/Wayne S. Stork
-------------------------------------
Wayne A. Stork
as Attorney-in-Fact for
each of the persons indicated
<PAGE> 74

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Exhibits

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
<PAGE> 75
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit No. Exhibit
- ----------- -------
<S> <C>
EX-99.B1B Executed Articles Supplementary to Articles of Incorporation (April 23, 1996)

EX-99.B5G Executed Investment Management Agreement (May 1, 1996) between Delaware International
Advisers Ltd. and the Registrant on behalf of Global Bond Series

EX-99.B6G Executed Distribution Agreement (May 1, 1996) between Delaware Distributors, L.P. and the
Registrant on behalf of Global Bond Series

EX-99.B8A Executed Custodian Agreement (1996) between The Chase Manhattan Bank and the
(Module Name Registrant on behalf of each Series
CHASE_CUST_AGR)

EX-99.B8B Form of Securities Lending Agreement (1996) between The Chase Manhattan Bank and the
Registrant on behalf of the Equity/Income, High Yield, Capital Reserves, Growth, Multiple
Strategy, Value, Emerging Growth, Global Bond and International Equity Series

EX-99.B9A Executed Shareholders Services Agreement (June 29, 1988) between Delaware Service Company,
Inc. and the Registrant on behalf of Money Market Series

EX-99.B9B Executed Amended and Restated Shareholders Services Agreement (May 1, 1996) between
Delaware Service Company, Inc. and the Registrant on behalf of High Yield, Capital
Reserves, Equity/Income, Multiple Strategy, Growth, International Equity, Value, Emerging
Growth and Global Bond Series

EX-99.B9C Executed Delaware Group of Funds Fund Accounting Agreement (August 19,
(Module Name 1996) between Delaware Service Company, Inc. and the Registrant
FUND_ACCT_AGT)

EX-99.B11 Consent of Auditors

EX-99.B16B Schedules of Computation for each Performance Quotation for periods not previously
electronically filed

EX-27 Financial Data Schedules
(Exhibit 17(b))
</TABLE>

<PAGE> 1

DELAWARE GROUP PREMIUM FUND, INC.

ARTICLES SUPPLEMENTARY
TO
ARTICLES OF INCORPORATION

Delaware Group Premium Fund, Inc., a Maryland corporation
having its principal office in Baltimore, Maryland (the "Corporation"), hereby
certifies, in accordance with Section 2-208 of the Maryland General Corporation
Law, to the State Department of Assessments and Taxation of Maryland that:

FIRST: The Board of Directors of the Corporation, at a
meeting held on April 18, 1996, adopted resolutions classifying and allocating
unallocated and unissued common stock of the Corporation as follows: Fifty
Million (50,000,000) shares of common stock with a par value of One Cent ($.01)
per share to a new series of shares designated as the Global Bond Series.

SECOND: The shares of the Global Bond Series shall have the
rights and privileges, and shall be subject to the limitations and priorities,
set forth in the Articles of Incorporation of the Corporation.

THIRD: The shares of the Global Bond Series have been
classified by the Board of Directors pursuant to Authority contained in the
Articles of Incorporation of the Corporation.

IN WITNESS WHEREOF, Delaware Group Premium Fund, Inc. has caused these
Articles Supplementary to be signed in its name and on its behalf this 23rd
day of April, 1996.

DELAWARE GROUP PREMIUM FUND, INC.

By: /s/George M. Chamberlain, Jr.
-------------------------------
George M. Chamberlain, Jr.
Senior Vice President and
Secretary

Attest:

/s/John M. Zerr
- ----------------------
John M. Zerr
Vice President and
Assistant Secretary
<PAGE> 2

THE UNDERSIGNED, Senior Vice President and Secretary of
DELAWARE GROUP PREMIUM FUND, INC., who executed on behalf of said Corporation
the foregoing Articles Supplementary, of which this instrument is made a part,
hereby acknowledges, in the name of and on behalf of said Corporation, said
Articles Supplementary to be the corporate act of said Corporation and further
certifies that, to the best of his knowledge, information and belief, the
matters and facts set forth therein with respect to the authorization and
approval thereof are true in all material respects, under the penalties of
perjury.

/s/George M. Chamberlain, Jr.
--------------------------------
George M. Chamberlain, Jr.

-2-

<PAGE> 1

DELAWARE GROUP PREMIUM FUND, INC.

GLOBAL BOND SERIES

INVESTMENT MANAGEMENT AGREEMENT

AGREEMENT, made by and between DELAWARE GROUP PREMIUM FUND,
INC., a Maryland corporation (the "Fund") for the GLOBAL BOND 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, Fund desires to retain the Investment Adviser to
provide investment management services to the Series and the Investment Manager
desires to provide such services.

NOW, THEREFORE, in consideration of the mutual covenants
herein contained, and each of the parties hereto intending to be legally bound,
it is agreed as follows:

1. The Fund hereby employs the Investment Manager to
manage the investment and reinvestment of the Series' assets and
<PAGE> 2
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 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

2
<PAGE> 3
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 Directors and

3
<PAGE> 4
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.

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

4
<PAGE> 5
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.

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

5
<PAGE> 6
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. 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

6
<PAGE> 7
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.

IN WITNESS WHEREOF, the parties hereto have executed this
Agreement by having it signed by their duly authorized officers as of the 1st
day of May, 1996.

DELAWARE GROUP PREMIUM FUND, INC.
FOR THE GLOBAL BOND SERIES

/s/Eric E. Miller /s/Wayne A. Stork
Attest: By:
----------------------- ---------------------------------

DELAWARE INTERNATIONAL ADVISERS LTD.

/s/John Emberson /s/David G.Tilles
Attest: By:
------------------------ -------------------------------

<PAGE> 1

DELAWARE GROUP PREMIUM FUND, INC.
GLOBAL BOND SERIES
DISTRIBUTION AGREEMENT

Distribution Agreement made as of this 1st day of May, 1996 by and
between DELAWARE GROUP PREMIUM FUND, INC., a Maryland corporation (the "Fund"),
on behalf of its GLOBAL BOND SERIES (the "Series") and DELAWARE DISTRIBUTORS,
L.P. (the "Distributor"), a Delaware limited partnership.

W I T N E S S E T H:

WHEREAS, the Fund is an investment company regulated by Federal and
State regulatory bodies, and

WHEREAS, the Distributor is engaged in the business of promoting the
distribution of the securities of investment companies and, in connection
therewith and acting solely as agent for such investment companies and not as
principal, advertising, promoting, offering and selling their securities to the
public: and

WHEREAS, the Fund desires to appoint the Distributor as distributor
for the shares of the Series and the Distributor wishes to accept such
appointment on the terms and conditions set forth below.

NOW, THEREFORE, the parties hereto, intending to be legally bound
hereby, agree as follows:

1. The Fund hereby engages the Distributor to promote the
distribution of the Series' shares and, in connection
therewith and as agent for the Fund and not as principal,

<PAGE> 2
to advertise, promote, offer and sell the Series' shares to
the public.

2. The Distributor agrees to serve as distributor of the Series'
shares and, as agent for the Fund and not as principal, to
advertise, promote and use its best efforts to sell the
Series' shares wherever their sale is legal, either through
dealers or otherwise, in such places and in such manner, not
inconsistent with the law and the provisions of this Agreement
and the Fund's Registration Statement under the Securities Act
of 1933 including the Prospectus contained therein and the
Statement of Additional Information contained therein, as may
be mutually determined by the Fund and the Distributor from
time to time. The Distributor will bear all costs of
financing any activity which is primarily intended to result
in the sale of the Series' shares, including, but not
necessarily limited to, advertising, compensation of
underwriters, dealers and sales personnel, the printing and
mailing of sales literature and distribution of the Series'
shares.

3. (a) The Fund agrees to make available for sale by the
Fund through the Distributor all or such part of the
authorized but unissued Series' shares as the
Distributor shall require from time to time, all
subject to the further provisions of this contract,

-2-
<PAGE> 3
and except with the Distributor's written consent or
as provided in Paragraph 3(b) hereof, the Fund will
not sell Series shares other than through the efforts
of the Distributor.

(b) The Fund reserves the right from time to time (l) to
sell and issue shares other than for cash; (2) to
issue shares in exchange for substantially all of the
assets of any corporation or trust, or in exchange
for shares of any corporation or trust; (3) to pay
stock dividends to its shareholder, or to pay
dividends in cash or stock at the option of its
stockholders, or to sell stock to existing
stockholders to the extent of dividends payable from
time to time in cash, or to split up or combine its
outstanding shares of Common Stock; (4) to offer
shares for cash to its stockholders as a whole, by
the use of transferable rights or otherwise, and to
sell and issue shares pursuant to such offers; and
(5) to act as its own distributor in any jurisdiction
where the Distributor is not registered as a broker
dealer.

4. The Fund warrants the following:

(a) The Fund is, or will be, a properly registered
investment company, and any and all shares which it
will sell through the Distributor are, or will be,

-3-
<PAGE> 4
properly registered with the
Securities and Exchange Commission.

(b) The provisions of this contract do not violate the
terms of any instrument by which the Fund is bound,
nor do they violate any law or regulation of any body
having jurisdiction over the Fund or its property.

5. (a) The Fund will supply to the Distributor a conformed
copy of the Registration Statement, all amendments
thereto, all exhibits, and each Prospectus and
Statement of Additional Information.

(b) The Fund will register or qualify the Series' shares
for sale in such states as is deemed desirable.

(1) will give and continue to give such financial
statements and other information as may be
required by the SEC or the proper public
bodies of the states in which the shares may
be qualified;

(2) from time to time, will furnish the
Distributor as soon as reasonably practicable
the following information: (a) true copies of
its periodic reports to stockholders, and
unaudited quarterly balance sheets and income
statements for the period from the beginning
of the then current fiscal year to such
balance sheet dates; and (b) a profit and
loss statement and a balance sheet at the end
of each fiscal half year accompanied by a
copy of the certificate or report thereon of
an independent public accountant (who may be
the regular accountant for the Fund),
provided

-4-
<PAGE> 5
that in lieu of furnishing at the end of any
fiscal half year a statement of profit and
loss and a balance sheet certified by an
independent public accountant as above
required, the Fund may furnish a true copy of
its detailed semi-annual report to its
stockholders;

(3) will promptly advise the Distributor in
person or by telephone or telegraph, and
promptly confirm such advice in writing, (a)
when any amendment or supplement to the
Registration Statement becomes effective,
(b)of any request by the SEC for amendments
or supplements to the Registration Statement
or the Prospectus or for additional
information, and (c) of the issuance by the
SEC of any Stop Order suspending the
effectiveness of the Registration Statement,
or the initiation of any proceedings for that
purpose;

(4) if at any time the SEC shall issue any Stop
Order suspending the effectiveness of the
Registration Statement, will make every
reasonable effort to obtain the lifting of
such order at the earliest possible moment;

(5) will from time to time, use its best effort
to keep a sufficient supply of shares
authorized, any increases being subject to
approval of the Fund's shareholders as may be
required;

(6) before filing any further amendment to the
Registration Statement or to the Prospectus,
will furnish the Distributor copies of the
proposed amendment and will not, at any time,
whether before or after the effective date of
the Registration Statement, file any
amendment to the Registration Statement or
supplement to the Prospectus of which the
Distributor shall not previously have been
advised or to which the Distributor shall
reasonably object (based upon the accuracy or
completeness thereof) in writing;

(7) will continue to make available to its
stockholders (and forward copies to the
Distributor) of such periodic, interim and
any other reports as are now, or as hereafter
may

-5-
<PAGE> 6
be, required by the provisions of the
Investment Company Act of 1940; and

(8) will, for the purpose of computing the
offering price of its Series' shares, advise
the Distributor within one hour after the
close of regular trading on the New York
Stock Exchange (or as soon as practicable
thereafter) on each business day upon which
the New York Stock Exchange may be open of
the net asset value per share of the Series'
shares of common stock outstanding,
determined in accordance with any applicable
provisions of law and the provisions of the
Articles of Incorporation, as amended, of the
Company as of the close of business on such
business day. In the event that prices are
to be calculated more than once daily, the
Fund will promptly advise the Distributor of
the time of each calculation and the price
computed at each such time.

6. The Distributor agrees to submit to the Fund, prior to its
use, the form of all sales literature proposed to be generally
disseminated by or for the Distributor on behalf of the Fund
all advertisements proposed to be used by the Distributor, and
all sales literature or advertisements prepared by or for the
Distributor for such dissemination or for use by others in
connection with the sale of the Series' shares. The
Distributor also agrees that the Distributor will submit such
sales literature and advertisements to the NARD, SEC or other
regulatory agency as from time to time may be appropriate,
considering practices then current in the industry. The
Distributor agrees not to use or to permit others to use such
sales literature or advertisements

-6-
<PAGE> 7
without the written consent of the Fund if any regulatory
agency expresses objection thereto or if the Fund delivers to
the Distributor a written objection thereto.

7. The purchase price of each share sold hereunder shall be the
offering price per share mutually agreed upon by the parties
hereto, and as described in the Fund's prospectus, as amended
from time to time, determined in accordance with applicable
provisions of law, the provisions of its Articles of
Incorporation and the Rules of Fair Practice of the National
Association of Securities Dealers, Inc.

8. The responsibility of the Distributor hereunder shall be
limited to the promotion of sales of Series' shares. The
Distributor shall undertake to promote such sales solely as
agent of the Fund, and shall not purchase or sell such shares
as principal. Orders for Series' shares and payment for such
orders shall be directed to the Fund's agent, Delaware Service
Company, for acceptance on behalf of the Fund. The
Distributor is not empowered to approve orders for sales of
Series' shares or accept payment for such orders. Sales of
Series' shares shall be deemed to be made when and where
accepted by Delaware Service Company.

-7-
<PAGE> 8
9. With respect to the apportionment of costs between the Fund
and the Distributor of activities with which both are
concerned, the following will apply:

(a) The Fund and the Distributor will cooperate in
preparing the Registration Statements, the
Prospectus, and all amendments, supplements and
replacements thereto. The Fund will pay all costs
incurred in the preparation of the Fund's
registration statement, including typesetting, the
costs incurred in printing and mailing prospectuses
to its own shareholders and fees and expenses of
counsel and accountants.

(b) The Distributor will pay the costs incurred in
printing and mailing copies of prospectuses to
prospective investors.

(c) The Distributor will pay advertising and promotional
expenses, including the costs of literature sent to
prospective investors.

(d) The Fund will pay the costs and fees incurred in
registering the Series' shares with the various
states and with the Securities and Exchange
Commission.

(e) The Distributor will pay the costs of any additional
copies of the Fund reports and other

-8-
<PAGE> 9
Fund literature supplied to the Distributor by the
Fund for sales promotion purposes.

10. The Distributor may engage in other business, provided such
other business does not interfere with the performance by the
Distributor of its obligations under this Agreement.

11. The Fund agrees to indemnify, defend and hold harmless from
the assets of the Series, the Distributor and each person, if
any, who controls the Distributor within the meaning of
Section 15 of the Securities Act of 1933, from and against any
and all losses, damages, or liabilities to which, jointly or
severally, the Distributor or such controlling person may
become subject, insofar as the losses, damages or liabilities
arise out of the performance of its duties hereunder except
that the Fund shall not be liable for indemnification of the
Distributor or any controlling person thereof for any
liability to the Fund or its security holders to which they
would otherwise be subject by reason of willful misfeasance,
bad faith, or gross negligence in the performance of their
duties hereunder or by reason of their reckless disregard of
their obligations and duties under this Agreement.

12. Copies of financial reports, registration statements and
prospectuses, as well as demands, notices, requests,

-9-
<PAGE> 10
consents, waivers, and other communications in writing which
it may be necessary or desirable for either party to deliver
or furnish to the other will be duly delivered or furnished,
if delivered to such party at its address shown below during
regular business hours, or if sent to that party by registered
mail or by prepaid telegram filed with an office or with an
agent of Western Union, in all cases within the time or times
herein prescribed, addressed to the recipient at 1818 Market
Street, Philadelphia, Pennsylvania 19103, or at such other
address as the Fund or the Distributor may designate in
writing and furnish to the other.

13. This Agreement shall not be assigned, as that term is defined
in the Investment Company Act of 1940, by the Distributor and
shall terminate automatically in the event of its attempted
assignment by the Distributor. This Agreement shall not be
assigned by the Fund without the written consent of the
Distributor signed by its duly authorized officers and
delivered to the Fund. Except as specifically provided in the
indemnification provisions contained in Paragraph 11 hereof,
this contract and all conditions and provisions hereof are for
the sole and exclusive benefit of the parties hereto and their
legal successors and no express or implied provisions of this
Agreement are intended or shall be construed to give any

-10-
<PAGE> 11
person other than the parties hereto and their legal
successors any legal or equitable right, remedy or claim under
or in respect of this Agreement or any provisions herein
contained. The Distributor shall look only to the assets of
the Fund to meet the obligations of, or claims against, the
Fund under this Agreement and not to the holder of any share
of the Fund.

14. (a) This contract shall remain in force for a period of
two years from the date of execution of this
Agreement and from year to year thereafter, but only
so long as such 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 thereof 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.

(b) The Distributor may terminate this contract on
written notice to the Fund at any time in case the
effectiveness of the Registration Statement shall be
suspended, or in case Stop Order proceedings are
initiated by the U. S. Securities and Exchange

-11-
<PAGE> 12
Commission in respect of the Registration Statement
and such proceedings are not withdrawn or terminated
within thirty days. The Distributor may also
terminate this contract at any time by giving the
Fund written notice of its intention to terminate the
contract at the expiration of three months from the
date of delivery of such written notice of intention
to the Fund.

(c) The Fund may terminate this contract at any time on
at least thirty days prior written notice to the
Distributor (1) if proceedings are commenced by the
Distributor or any of its stockholders for the
Distributor's liquidation or dissolution or the
winding up of the Distributor's affairs; (2) if a
receiver or trustee of the Distributor or any of its
property is appointed and such appointment is not
vacated within thirty days thereafter; (3) if, due to
any action by or before any court or any federal or
state commission, regulatory body, or administrative
agency or other governmental body, the Distributor
shall be prevented from selling securities in the
United States or because of any action or conduct on
the Distributor's part, sales of the shares are not
qualified for sale. The Fund may also terminate this
contract at any time upon

-12-
<PAGE> 13
prior written notice to the Distributor of its
intention to so terminate at the expiration of three
months from the date of the delivery of such written
notice to the Distributor.

15. The validity, interpretation and construction of this
contract, and of each part hereof, will be governed by the
laws of the Commonwealth of Pennsylvania.

16. In the event any provision of this contract is determined to
be void or unenforceable, such determination shall, not affect
the remainder of the contract, which shall continue to be in
force.

DELAWARE DISTRIBUTORS, L.P.

By: DELAWARE DISTRIBUTORS, INC.,
Attest: General Partner

/s/ Eric E. Miller /s/ Keith E. Mitchell
By:
- ---------------------------- --------------------------
Name: Eric E. Miller Name: Keith E. Mitchell
Title: Vice President and Title: President
Assistant Secretary

DELAWARE GROUP PREMIUM FUND, INC.
Attest: FOR THE GLOBAL BOND SERIES

/s/ John M. Zerr /s/ Wayne A. Stork
By:
- ---------------------------- ----------------------------------
Name: John M. Zerr Name: Wayne A. Stork
Title: Vice President and Title: Chairman, President and CEO
Assistant Secretary

-13-

<PAGE> 1

CHASE

GLOBAL CUSTODY AGREEMENT

AGREEMENT, effective May 1, 1996, between THE CHASE MANHATTAN BANK, N.A.
(the "Bank") and those registered investment companies listed on Schedule A
hereto (each a Customer ) on behalf of certain of their respective series,
as listed on Schedule A (individually and collectively the Series ).

1. Customer Accounts.

The Bank agrees to establish and maintain the following accounts
("Accounts"):

(a) A custody account in the name of the Customer on behalf of each
Series ("Custody Account") for any and all stocks, shares, bonds, debentures,
notes, mortgages or other obligations for the payment of money, bullion, coin
and any certificates, receipts, warrants or other instruments representing
rights to receive, purchase or subscribe for the same or evidencing or
representing any other rights or interests therein and other similar property
whether certificated or uncertificated as may be received by the Bank or its
Subcustodian (as defined in Section 3) for the account of the Customer
("Securities"); and

(b) A deposit account in the name of the Customer on behalf of each
Series ("Deposit Account") for any and all cash in any currency received by
the Bank or its Subcustodian for the account of the Customer, which cash
shall not be subject to withdrawal by draft or check.

The Customer warrants its authority to: 1) deposit the cash and
Securities ("Assets") received in the Accounts and 2) give Instructions (as
defined in Section 11) concerning the Accounts. Such Instructions shall
specifically indicate to which Series such Assets belong or, if such Assets
belong to more than one Series, shall allocate such Assets to the appropriate
Series. The Bank may deliver securities of the same class in place of those
deposited in the Custody Account.

Upon written agreement between the Bank and the Customer, additional
Accounts may be established and separately accounted for as additional
Accounts under the terms of this Agreement.

2. Maintenance of Securities and Cash at Bank and Subcustodian Locations.

Unless Instructions specifically require another location acceptable to
the Bank:

(a) Securities will be held in the country or other jurisdiction in
which the principal trading market for such Securities is located, where such
Securities are to be presented for payment or where such Securities are
acquired; and

(b) Cash will be credited to an account in a country or other
jurisdiction in which such cash may be legally deposited or is the legal
currency for the payment of public or private debts.

To the extent available and permissible under applicable law and
regulation, Cash held pursuant to Instructions shall be held in interest
bearing accounts. If interest bearing accounts are not available, such cash
may be held in non-interest bearing accounts. The Bank is authorized to
maintain cash balances on deposit for the Customer with itself or one of its
affiliates. Interest bearing accounts shall bear interest at such reasonable
rates of interest as may from time to time be paid on such accounts by the
Bank or its affiliates.

(iii) For each Series that is exclusively a domestic Series, the following
additional provisions shall apply:

(x) In the event that during a given calendar month a Series has maintained
an average daily cash balance greater than zero, the Bank shall provide an
earnings credit against custody fees otherwise owing hereunder by such Series
during such calendar month in an amount equal to the product of (A) 75% of
the 90 day U.S. government Treasury bill rate as quoted in the Wall Street
Journal for the last Business Day (being a day on which the Bank is open
for the transaction of all its ordinary business) of such calendar month, (B)
the average daily cash balance for such month, and (C) the number of days in
such calendar month divided by 365.

(y) In the event that during a given calendar month a Series has maintained
an average daily cash balance less than or equal to zero, the Bank shall be
paid interest on such amount by such Series in an amount equal to the product
of (A) the Overnight Fed Funds Rate (as defined below) plus 25 basis points
for the last Business Day of such calendar month, (B) the average daily cash
balance for such month, and (C) the number of days in such calendar month
divided by 365.

(z) For purposes of (y) above, the term Overnight Fed Funds Rate shall mean
the weighted average of the rates on overnight Federal funds transactions
with members of the Federal Reserve System arranged by Federal funds brokers,
as published by the Federal Reserve Bank of New York (with the rate for the
last Business Day of a given calendar month being the rate so published on
the Business Day immediately following such Day), or, if such rate is note so
published, the average quotations, for the last Business Day of a given
calendar month, of such transactions received by the Bank from three Federal
funds brokers of recognized standing selected by the Bank.

If the Customer wishes to have any of its Assets held in the custody of
an institution other than the established Subcustodians as defined in Section
3 (or their securities depositories), such arrangement must be authorized by
a written agreement, signed by the Bank and the Customer.

3. Subcustodians and Securities Depositories.

The Bank may act under this Agreement through the subcustodians listed
in Schedule B of this Agreement with which the Bank has entered into
subcustodial agreements ("Subcustodians"). The Customer authorizes the Bank
to hold Assets in the Accounts in accounts which the Bank has established
with one or more of its branches or Subcustodians. The Bank and
Subcustodians are authorized to hold any of the Securities in their account
with any securities depository in which they participate.

The Bank reserves the right to add new, replace or remove Subcustodians.
The Customer will be given reasonable notice by the Bank of any amendment to
Schedule B. Upon request by the Customer, the Bank will identify the name,
address and principal place of business of any Subcustodian of the Customer's
Assets and the name and address of the governmental agency or other
regulatory authority that supervises or regulates such Subcustodian.

Upon receipt of Instructions, the Bank shall cease using any
Subcustodian with respect to the customer, and arrange for delivery of
Securities held with such Subcustodian to another entity as designated by the
Customer; provided that, the Bank shall have no responsibility for the
performance of such other entity.

4. Use of Subcustodian.

(a) The Bank will identify the Assets on its books as belonging to the
Customer.

(b) A Subcustodian will hold such Assets together with assets belonging
to other customers of the Bank in accounts identified on such Subcustodian's
books as special custody accounts for the exclusive benefit of customers of
the Bank.

(c) Any Assets in the Accounts held by a Subcustodian will be subject
only to the instructions of the Bank or its agent. Any Securities held in a
securities depository for the account of a Subcustodian will be subject only
to the instructions of such Subcustodian.

(d) Any agreement the Bank enters into with a Subcustodian for holding
its customer's assets shall provide that: (i) such assets will not be subject
to any right, charge, security interest, lien or claim of any kind in favor
of such Subcustodian except for safe custody or administration, (ii) the
beneficial ownership of such assets will be freely transferable without the
payment of money or value other than for safe custody or administration;
(iii) adequate records will be maintained identifying the assets held
pursuant to such agreement as belonging to the customers of the Bank; (iv)
subject to applicable law, Subcustodian shall permit independent public
accountants for Bank and customers of the Bank reasonable access to
Subcustodian s books and records as they pertain to the subcustody account in
connection with such accountants' examination of the books and records of
such account; and (v) the Bank will receive periodic reports with respect to
the safekeeping of assets in the subcustody account, including advices and/or
notifications of any transfers to or from such subcustody account. The
foregoing shall not apply to the extent of any special agreement or
arrangement made by the Customer with any particular Subcustodian.

(e) Upon request of the Customer, the Bank shall deliver to the Customer
annually a report stating: (i) the identity of each Subcustodian then acting
on behalf of the Bank and the name and address of the governmental agency or
other regulatory authority that supervises or regulates such Subcustodian;
(ii) the countries in which each Subcustodian is located; and (iii) as long
as Securities and Exchange Commission ("SEC") Rule 17f-5 under the Investment
Company Act of 1940, as amended ("1940 Act"), requires the Customer s Board
of Directors/Trustees directly to approve its foreign custody arrangements,
such other information relating to such Subcustodians as may reasonably be
requested by the Customer to ensure compliance with Rule 17f-5. As long as
Rule 17f-5 requires the Customer s Board of Directors/Trustees directly to
approve its foreign custody arrangements, the Bank shall also furnish
annually to the Customer information concerning such Subcustodians similar in
kind and scope as that furnished to the Customer in connection with the
initial approval hereof. The Bank shall timely advise the Customer of any
material adverse change in the facts or circumstances upon which such
information is based where such changes would affect the eligibility of the
Subcustodian under Rule 17f-5 as soon as practicable after it becomes aware
of any such material adverse change in the normal course of its custodial
activities.

5. Deposit Account Transactions

(a) The Bank or its Subcustodians will make payments from the Deposit
Account upon receipt of Instructions which include all information required
by the Bank.

(b) In the event that any payment to be made under this Section 5
exceeds the funds available in the Deposit Account, the Bank, in its
discretion, may advance the Customer such excess amount which shall be deemed
a loan payable on demand, bearing interest at the rate customarily charged by
the Bank on similar loans.

(c) If the Bank credits the Deposit Account on a payable date, or at
any time prior to actual collection and reconciliation to the Deposit
Account, with interest, dividends, redemptions or any other amount due, the
Customer will promptly return any such amount upon oral or written
notification: (i) that such amount has not been received in the ordinary
course of business or (ii) that such amount was incorrectly credited. If the
Customer does not promptly return any amount upon such notification, the Bank
shall be entitled, upon oral or written notification to the Customer, to
reverse such credit by debiting the Deposit Account for the amount previously
credited. The Bank or its Subcustodian shall have no duty or obligation to
institute legal proceedings, file a claim or a proof of claim in any
insolvency proceeding or take any other action with respect to the collection
of such amount, but may act for the Customer upon Instructions after
consultation with the Customer.

6. Custody Account Transactions.

(a) Securities will be transferred, exchanged or delivered by the Bank
or its Subcustodian upon receipt by the Bank of Instructions which include
all information required by the Bank. Settlement and payment for Securities
received for, and delivery of Securities out of, the Custody Account may be
made in accordance with the customary or established securities trading or
securities processing practices and procedures in the jurisdiction or market
in which the transaction occurs, including, without limitation, delivery of
Securities to a purchaser, dealer or their agents against a receipt with the
expectation of receiving later payment and free delivery. Delivery of
Securities out of the Custody Account may also be made in any manner
specifically required by Instructions acceptable to the Bank.

(b) The Bank shall credit or debit the Accounts on a contractual
settlement date with cash or Securities with respect to any sale, exchange or
purchase of Securities in those countries set forth in Appendix A hereto;
provided that, the Bank may amend Appendix A from time to time in its sole
discretion and shall advise the Customer of such amendments. Otherwise,
transactions will be credited or debited to the Accounts on the date cash or
Securities are actually received by the Bank and reconciled to the Account.

(i) The Bank may reverse credits or debits made to the Accounts in its
discretion if the related transaction fails to settle within a reasonable
period, determined by the Bank in its discretion, after the contractual
settlement date for the related transaction; provided that, the Bank shall
give Customer prior notification of any such reversal. Where the foregoing
notification is oral, the Bank shall promptly provide written confirmation of
the same (which confirmation may be electronic).

(ii) If any Securities delivered pursuant to this Section 6 are returned
by the recipient thereof, the Bank may reverse the credits and debits of the
particular transaction at any time.

7. Actions of the Bank.

The Bank shall follow Instructions received regarding assets held in the
Accounts. However, until it receives Instructions to the contrary, the Bank
will:

(a) Present for payment any Securities which are called, redeemed or
retired or otherwise become payable and all coupons and other income items
which call for payment upon presentation, to the extent that the Bank or
Subcustodian is actually aware of such opportunities.

(b) Execute in the name of the Customer such ownership and other
certificates as may be required to obtain payments in respect of Securities.

(d) Appoint brokers and agents for any transaction involving the
Securities, including, without limitation, affiliates of the Bank or any
Subcustodian, subject to applicable SEC rules and regulations under the Act.

(e) Issue statements to the Customer, at times mutually agreed upon,
identifying the Assets in the Accounts.

The Bank will send the Customer an advice or notification of any
transfers of Assets to or from the Accounts. Such statements, advices or
notifications shall indicate the identity of the entity having custody of the
Assets. Unless the Customer advises the Bank orally and then promptly sends
the Bank a written exception or objection to any Bank statement within 180
days of receipt, the Customer shall be deemed to have approved such
statement.

All collections of funds or other property paid or distributed in
respect of Securities in the Custody Account shall be made at the risk of the
Customer. Subject to the standard of care in Section 12 hereof, the Bank shall
have no liability for any loss occasioned by delay in the actual receipt of
notice by the Bank or by its Subcustodians of any payment, redemption or other
transaction regarding Securities in the Custody Account in respect of which
the Bank has agreed to take any action under this Agreement.

8. Corporate Actions; Proxies; Tax Reclaims.

a. Corporate Actions. Whenever the Bank receives information
concerning the Securities which requires discretionary action by the
beneficial owner of the Securities (other than a proxy), such as subscription
rights, bonus issues, stock repurchase plans and rights offerings, or legal
notices or other material intended to be transmitted to securities holders
("Corporate Actions"), the Bank will give the Customer written notice (which
may be electronic) of such Corporate Actions to the extent that the Bank's
central corporate actions department has actual knowledge of a Corporate
Action in time to notify its customers.

When a rights entitlement or a fractional interest resulting from a
rights issue, stock dividend, stock split or similar Corporate Action is
received which bears an expiration date, the Bank will endeavor to obtain
Instructions from the Customer or its Authorized Person (as defined in Section
10 hereof), but if Instructions are not received in time for the Bank to take
timely action, or actual notice of such Corporate Action was received too
late to seek Instructions, the Bank is authorized to sell such rights
entitlement or fractional interest and to credit the Deposit Account with the
proceeds or take any other action it deems, in good faith, to be appropriate
in which case it shall be held harmless for any such action.

b. Proxy Voting. With respect to domestic U.S. and Canadian Securities
(the latter if held in DTC), the Bank will send to the Customer or the
Authorized Person (as defined in Section 10) for a Custody Account, such proxies
(signed in blank, if issued in the name of the Bank's nominee or the nominee
of a central depository) and communications with respect to Securities in the
Custody Account as call for voting or relate to legal proceedings within a
reasonable time after sufficient copies are received by the Bank for
forwarding to its customers. In addition, the Bank will follow coupon
payments, redemptions, exchanges or similar matters with respect to
Securities in the Custody Account and advise the Customer or the Authorized
Person for such Account of rights issued, tender offers or any other
discretionary rights with respect to such Securities, in each case, of which
the Bank has received notice from the issuer of the Securities, or as to
which notice is published in publications routinely utilized by the Bank for
this purpose.

With respect to Securities other than the foregoing, proxy voting
services shall be provided in accordance with separate proxy voting agreement
annexed hereto a Appendix B.

The foregoing proxy voting services may be provided by Bank, in whole or
in part, by one or more third parties appointed by the Bank (which may be
affiliates of the Bank), provided that the Bank shall be liable for the
performance of any such third parties to the same extent as the Bank would
have been if it performed such services itself..

c. Tax Reclaims. (i) Subject to the provisions hereof, the Bank will
apply for a reduction of withholding tax and any refund of any tax paid or
tax credits which apply in each applicable market in respect of income
payments on Securities for the benefit of the Customer which the Bank
believes may be available to such Customer. Where such reports are available,
the Bank shall periodically report to Customer concerning the making of
applications for a reduction of withholding tax and refund of any tax paid or
tax credits which apply in each applicable market in respect of income
payments on Securities for the benefit of the Customer.

(ii) The provision of tax reclaim services by the Bank is conditional
upon the Bank receiving from the beneficial owner of Securities (A) a
declaration of its identity and place of residence and (B) certain other
documentation (pro forma copies of which are available from the Bank). The
Bank shall use reasonable means to advise the Customer of the declarations,
documentation and information which the Customer is to provide to the Bank in
order for the Bank to provide the tax reclaim services described herein. The
Customer acknowledges that, if the Bank does not receive such declarations,
documentation and information, additional United Kingdom taxation will be
deducted from all income received in respect of Securities issued outside the
United Kingdom and that U.S. non-resident alien tax or U.S. backup
withholding tax will be deducted from U.S. source income. The Customer shall
provide to the Bank such documentation and information as it may require in
connection with taxation, and warrants that, when given, this information
shall be true and correct in every respect, not misleading in any way, and
contain all material information. The Customer undertakes to notify the Bank
immediately if any such information requires updating or amendment.

(iii) Subject to subsection (vii) hereof, the Bank shall not be liable
to the Customer or any third party for any tax, fines or penalties payable by
the Bank or the Customer, and shall be indemnified accordingly, whether these
result from the inaccurate completion of documents by the Customer or any
third party, or as a result of the provision to the Bank or any third party
of inaccurate or misleading information or the withholding of material
information by the Customer or any other third party, or as a result of any
delay of any revenue authority or any other matter beyond the control of the
Bank.

(iv) The Customer confirms that the Bank is authorized to deduct from
any cash received or credited to the Cash Account any taxes or levies
required by any revenue or governmental authority for whatever reason in
respect of the Securities or Cash Accounts.

(v) The Bank shall perform tax reclaim services only with respect to
taxation levied by the revenue authorities of the countries notified to the
Customer from time to time and the Bank may, by notification in writing, at
its absolute discretion, supplement or amend the markets in which the tax
reclaim services are offered. Other than as expressly provided in this sub-
clause, the Bank shall have no responsibility with regard to the Customer's
tax position or status in any jurisdiction. Except as provided in Section
8(c)(ii) and pursuant to Instructions, the Bank shall take no action in the
servicing of the Customer s Securities which, in and of itself, creates a
taxable nexus for the Customer in any jurisdiction other than with respect to
interest, dividends and capital gains that may otherwise be subject to tax by
such jurisdiction with respect to a foreign investor not otherwise engaged in
a trade or business in such jurisdiction in a given taxable year. Bank shall
not be liable for any tax liability caused, directly or indirectly, by
Customer's actions or status in any jurisdiction.

(vi) In connection with obtaining tax relief, the Customer confirms
that the Bank is authorized to disclose any information requested by any
revenue authority or any governmental body in relation to the Customer or the
Securities and/or Cash held for the Customer. This provision does not
authorize any other voluntary disclosure to any revenue authority or any
governmental body without the prior written consent of Customer.

(vii) Tax reclaim services may be provided by the Bank or, in whole or
in part, by one or more third parties appointed by the Bank (which may be
affiliates of the Bank); provided that the Bank shall be liable for the
performance of any such third party to the same extent as the Bank would have
been if it performed such services itself.

9. Nominees.

Securities which are ordinarily held in registered form may be
registered in a nominee name of the Bank, Subcustodian or securities
depository, as the case may be. The Bank may without notice to the Customer
cause any such Securities to cease to be registered in the name of any such
nominee and to be registered in the name of the Customer. In the event that
any Securities registered in a nominee name are called for partial redemption
by the issuer, the Bank may allot the called portion to the respective
beneficial holders of such class of security in any manner the Bank deems to
be fair and equitable. The Customer agrees to hold the Bank, Subcustodians,
and their respective nominees harmless from any liability arising directly or
indirectly from their status as a mere record holder of Securities in the
Custody Account.

10. Authorized Persons.

As used in this Agreement, the term "Authorized Person" means employees
or agents including investment managers as have been designated by written
notice from the Customer or its designated agent to act on behalf of the
Customer under this Agreement. Such persons shall continue to be Authorized
Persons until such time as the Bank receives Instructions from the Customer
or its designated agent that any such employee or agent is no longer an
Authorized Person.

11. Instructions.

The term "Instructions" means instructions of any Authorized Person
received by the Bank, via telephone, telex, TWX, facsimile transmission, bank
wire or other teleprocess or electronic instruction or trade information
system acceptable to the Bank which the Bank reasonably believes in good
faith to have been given by Authorized Persons or which are transmitted with
proper testing or authentication pursuant to terms and conditions which the
Bank may specify. Unless otherwise expressly provided, all Instructions
shall continue in full force and effect until canceled or superseded. For
purposes hereof, reasonableness shall mean compliance with applicable
procedures.

Any Instructions delivered to the Bank by telephone (including cash
transfer instructions as described below) shall promptly thereafter be
confirmed in writing by any two Authorized Persons (which confirmation may
bear the facsimile signature of such Persons), but the Customer will hold the
Bank harmless for the failure of such Authorized Persons to send such
confirmation in writing, the failure of such confirmation to conform to the
telephone instructions received or the Bank's failure to produce such
confirmation at any subsequent time; provided that, where the Bank receives
a telephone Instruction from an Authorized Person requiring the transfer of
cash, prior to executing such Instruction the Bank will, to confirm such
Instruction, call back any one of the individuals on a list of persons
authorized to confirm such oral transfer Instructions (which Person shall be
a person other than the initiator of the transfer Instruction) and the Bank
shall not execute the Instruction until it has received such confirmation.
Either party may electronically record any Instructions given by telephone,
and any other telephone discussions with respect to the Custody Account. The
Customer shall be responsible for safeguarding any testkeys, identification
codes or other security devices which the Bank shall make available to the
Customer or its Authorized Persons.

12. Standard of Care; Liabilities.

(a) The Bank shall be responsible for the performance of only such
duties as are set forth in this Agreement or expressly contained in
Instructions which are consistent with the provisions of this Agreement as
follows:

(i) The Bank will use reasonable care with respect to its obligations
under this Agreement and the safekeeping of Assets. The Bank shall be liable
to the Customer for any loss which shall occur as the result of the failure
of a Subcustodian to exercise reasonable care with respect to the safekeeping
of such Assets to the same extent that the Bank would be liable to the
Customer if the Bank were holding such Assets in New York. In the event that
Securities are lost by reason of the failure of the Bank or its Subcustodian
to use reasonable care, the Bank shall be liable to the Customer based on the
market value of the property which is the subject of the loss on the date it
is replaced by the Bank and without reference to any special conditions or
circumstances, it being understood that for purposes of measuring damages
hereunder, the value of Securities which are sold by the Customer prior to
the replacement thereof shall be equal to the sale price thereof less the
expenses of such sale incurred by the Customer. The Bank shall act with
reasonable promptness in making such replacements. In no event shall the
Bank be liable for special, indirect or consequential loss or damage of any
kind whatsoever (including but not limited to lost profits), even if the Bank
has been advised of the likelihood of such loss or damage and regardless of
the form of action. Subject to the Bank's obligations pursuant to Section 4(e)
hereof, the Bank will not be responsible for the insolvency of any
Subcustodian which is not a branch or affiliate of Bank.

(ii) The Bank will not be responsible for any act, omission, default or
the solvency of any broker or agent which it or a Subcustodian appoints
unless such appointment was made negligently or in bad faith.

(iii) (a) The Bank shall be indemnified by, and without liability to
the Customer for any action taken or omitted by the Bank whether pursuant to
Instructions or otherwise pursuant to this Agreement if such act or omission
was in good faith, without negligence. In performing its obligations under
this Agreement, the Bank may rely on the genuineness of any Customer document
which it reasonably believes in good faith to have been validly executed.
(b) The Bank shall hold Customer harmless from, and shall indemnify Customer
for, any loss, liability, claim or expense incurred by Customer (including,
but not limited to, Customer's reasonable legal fees) to the extent that such
loss, liability, claim or expense arises from the negligence or willful mis-
conduct on the part of the Bank or a Subcustodian; provided that, in no event
shall the Bank be liable for special, indirect or consequential loss or
damage of any kind whatsoever (including but not limited to lost profits),
even if the Bank has been advised of the likelihood of such loss or damage
and regardless of the form of action. Subject to the Bank's obligations
pursuant to Section 4(e) hereof, the Bank will not be responsible for the
insolvency of any Subcustodian which is not a branch or affiliate of Bank.

(iv) The Customer agrees to pay for and hold the Bank harmless from any
liability or loss resulting from the imposition or assessment of any taxes or
other governmental charges, and any related expenses with respect to income
from or Assets in the Accounts.

(v) The Bank shall be entitled to rely, and may act, upon the advice of
counsel (who may be counsel for the Customer) on all matters and shall be
without liability for any action reasonably taken or omitted pursuant to such
advice.

(vi) The Bank need not maintain any insurance for the benefit of the
Customer.

(vii) Without limiting the foregoing, the Bank shall not be liable
for any loss which results from: 1) the general risk of investing, or 2)
investing or holding Assets in a particular country including, but not
limited to, losses resulting from nationalization, expropriation or other
governmental actions; regulation of the banking or securities industry;
currency restrictions, devaluations or fluctuations; and market conditions
which prevent the orderly execution of securities transactions or affect the
value of Assets.

(viii) Neither party shall be liable to the other for any loss due to
forces beyond their control including, but not limited to strikes or work
stoppages, acts of war or terrorism, insurrection, revolution, nuclear
fusion, fission or radiation, or acts of God.

(b) Consistent with and without limiting the first paragraph of this
Section 12, it is specifically acknowledged that the Bank shall have no duty
or responsibility to:

(i) question Instructions or make any suggestions to the Customer or an
Authorized Person regarding such Instructions;

(ii) supervise or make recommendations with respect to investments or
the retention of Securities;

(iii) advise the Customer or an Authorized Person regarding any
default in the payment of principal or income of any security other than a
Security.

(iv) except as may be otherwise provided in any securities lending
agreement between the Customer and the Bank, evaluate or report to the
Customer or an Authorized Person regarding the financial condition of any
broker, agent or other party to which Securities are delivered or payments
are made pursuant to this Agreement;

(v) except for trades settled at DTC where the broker provides to the
Bank the trade confirmation and the Customer provides for the Bank to receive
the trade instruction, review or reconcile trade confirmations received from
brokers. The Customer or its Authorized Persons (as defined in Section 10)
issuing Instructions shall bear any responsibility to review such
confirmations against Instructions issued to and statements issued by the
Bank.

(c) The Customer authorizes the Bank to act, hereunder, in its capacity
as a custodian notwithstanding that the Bank or any of its divisions or
affiliates may have a material interest in a transaction, or circumstances
are such that the Bank may have a potential conflict of duty or interest
including the fact that the Bank or any of its affiliates may provide
brokerage services to other customers, act as financial advisor to the issuer
of Securities, act as a lender to the issuer of Securities, act in the same
transaction as agent for more than one customer, have a material interest in
the issue of Securities, or earn profits from any of the activities listed
herein.

13. Fees and Expenses.

The Customer agrees to pay the Bank for its services under this
Agreement such amount as may be agreed upon in writing ("Fee Schedule"),
together with the Bank's reasonable out-of-pocket or incidental expenses (as
further defined in the Fee Schedule), including, but not limited to, legal
fees. The Bank shall have a lien on and is authorized to charge any Accounts
of the Customer for any amount owing to the Bank under any provision of this
Agreement.

14. Miscellaneous.

(a) Foreign Exchange Transactions. To facilitate the administration of
the Customer's trading and investment activity, the Bank is authorized to
enter into spot or forward foreign exchange contracts with the Customer or an
Authorized Person for the Customer and may also provide foreign exchange
through its subsidiaries, affiliates or Subcustodians. Instructions,
including standing instructions, may be issued with respect to such contracts
but the Bank may establish rules or limitations concerning any foreign
exchange facility made available. In all cases where the Bank, its
subsidiaries, affiliates or Subcustodians enter into a foreign exchange
contract related to Accounts, the terms and conditions of the then current
foreign exchange contract of the Bank, its subsidiary, affiliate or
Subcustodian and, to the extent not inconsistent, this Agreement shall apply
to such transaction.

(b) Certification of Residency, etc. The Customer certifies that it is
a resident of the United States and agrees to notify the Bank of any changes
in residency. The Bank may rely upon this certification or the certification
of such other facts as may be required to administer the Bank's obligations
under this Agreement. The Customer will indemnify the Bank against all
losses, liability, claims or demands arising directly or indirectly from any
such certifications.

(c) Access to Records. Applicable accounts, books and records of the
Bank shall be open to inspection and audit at all reasonable times during
normal business hours upon reasonable advance notice by Customer s
independent public accountants and by employees of Customer designated to the
Bank. All such materials shall, to the extent applicable, be maintained and
preserved in conformity with the Act and the rules and regulations
thereunder, including without limitation, SEC Rules 31a-1 and 31a-2. Subject
to restrictions under applicable law, the Bank shall also obtain an
undertaking to permit the Customer's independent public accountants
reasonable access to the records of any Subcustodian which has physical
possession of any Assets as may be required in connection with the
examination of the Customer's books and records.

(d) Governing Law; Successors and Assigns. This Agreement shall be
governed by the laws of the State of New York and shall not be assignable by
either party, but shall bind the successors in interest of the Customer and
the Bank.

(e) Entire Agreement; Applicable Riders. Customer represents that the
Assets deposited in the Accounts are Mutual Fund assets subject to certain
Securities and Exchange Commission ("SEC") rules and regulations.

This Agreement consists exclusively of this document together with
Schedules A and B, Appendices 1 and 2, Exhibits I - _______ and the following
Rider(s) [Check applicable rider(s)]:

X MUTUAL FUND
----

X SPECIAL TERMS AND CONDITIONS
----

There are no other provisions of this Agreement, and this Agreement
supersedes any other agreements, whether written or oral, between the
parties. Any amendment to this Agreement must be in writing, executed by
both parties.

(f) Severability. In the event that one or more provisions of this
Agreement are held invalid, illegal or unenforceable in any respect on the
basis of any particular circumstances or in any jurisdiction, the validity,
legality and enforceability of such provision or provisions under other
circumstances or in other jurisdictions and of the remaining provisions will
not in any way be affected or impaired.

(g) Waiver. Except as otherwise provided in this Agreement, no failure
or delay on the part of either party in exercising any power or right under
this Agreement operates as a waiver, nor does any single or partial exercise
of any power or right preclude any other or further exercise, or the exercise
of any other power or right. No waiver by a party of any provision of this
Agreement, or waiver of any breach or default, is effective unless in writing
and signed by the party against whom the waiver is to be enforced.

(h) Notices. All notices under this Agreement shall be effective when
actually received. Any notices or other communications which may be required
under this Agreement are to be sent to the parties at the following addresses
or such other addresses as may subsequently be given to the other party in
writing:

Bank: The Chase Manhattan Bank, N.A.
4 Chase MetroTech Center
Brooklyn, NY 11245
Attention: Global Custody Division

or telex:
-------------------------------------

Customer: Delaware Group of Funds
1818 Market St.
Philadelphia, PA 19103
att: Messrs. Bishof and O Conner
or telex:
--------------------------------------

(i) Termination. This Agreement may be terminated by the Customer or
the Bank by giving sixty (60) days written notice to the other, provided that
such notice to the Bank shall specify the names of the persons to whom the
Bank shall deliver the Assets in the Accounts. If notice of termination is
given by the Bank, the Customer shall, within sixty (60) days following
receipt of the notice, deliver to the Bank Instructions specifying the names
of the persons to whom the Bank shall deliver the Assets. In either case the
Bank will deliver the Assets to the persons so specified, after deducting any
amounts which the Bank determines in good faith to be owed to it under
Section 13. If within sixty (60) days following receipt of a notice of
termination by the Bank, the Bank does not receive Instructions from the
Customer specifying the names of the persons to whom the Bank shall deliver
the Assets, the Bank, at its election, may deliver the Assets to a bank or
trust company doing business in the State of New York to be held and disposed
of pursuant to the provisions of this Agreement, or to Authorized Persons, or
may continue to hold the Assets until Instructions are provided to the Bank;
provided that, where the Bank is the terminating party and the Bank had not
notified the Customer that termination was for breach of this Agreement by
the Customer, such 60 day period shall be extended for an additional period
as requested by Customer of up to 120 days.

Termination as to One or More Series. This Agreement may be terminated
as to one or more Series (but less than all the Series) by delivery of an
amended Schedule A deleting such Series, in which case termination as to the
deleted Series shall take effect sixty (60) days after the date of such
delivery. The execution and delivery of an amended Schedule A which deletes
one or more Series, shall constitute a termination hereof only with respect
to such deleted Series, shall be governed by the preceding provisions of
Section 14 as to the identification of a successor custodian and the delivery
of the Assets of the Series so deleted to such successor custodian, and shall
not affect the obligations of the Bank and the Customer hereunder with
respect to the other Series set forth in Schedule A, as amended from time to
time.

(j) Several Obligations of the Series. With respect to any obligations
of the Customer on behalf of the Series and their related Accounts arising
hereunder, the Custodian shall look for payment or satisfaction of any such
obligation solely to the assets and property of the Series and such Accounts
to which such obligation relates as though the Customer had separately
contracted with the Custodian by separate written instrument with respect to
each Series and its Accounts.

CUSTOMER

By: /s/ Michael P. Bishof
---------------------
Title Vice President and Treasurer

THE CHASE MANHATTAN BANK, N.A.

By: /s/ Rosemary M. Stidmon
-----------------------
Title Vice President

STATE OF Pennsylvania)
: ss.
COUNTY OF Philadelphia)

On this 9th day of July, 1996, before me personally came Michael P. Bishof,
to me known, who being by me duly sworn, did depose and say that he resides
in Blue Bell, PA at 110 Spyglass Drive; that he is Vice President/Treasurer
of Delaware Group of Funds, the entity described in and which executed the
foregoing instrument; that he knows the seal of said entity, that the seal
affixed to said instrument is such seal, that it was so affixed by order of
said entity, and that he signed his name thereto by like order.

/s/ Maritza H. Cruzado
-----------------------
Maritza H. Cruzado
Notary

Sworn to before me this 9th
day of July, 1996.

STATE OF NEW YORK )
: ss.
COUNTY OF NEW YORK )

On this 24th day of May, 1996, before me personally came Rosemary
Stidmon, to me known, who being by me duly sworn, did depose and say that she
resides in New Providence, NJ at 31 Sagamore Drive; that she is a Vice
President of THE CHASE MANHATTAN BANK, (National Association), the
corporation described in and which executed the foregoing instrument; that
she knows the seal of said corporation, that the seal affixed to said
instrument is such corporate seal, that it was so affixed by order of the
Board of Directors of said corporation, and that she signed her name thereto
by like order.

Sworn to before me this 24th
day of May, 1996.

/s/ Laiyee Ng
- -------------
Laiyee Ng
Notary

Schedule A

Delaware Pooled Trust, Inc. - Global Fixed Income Portfolio
Delaware Pooled Trust, Inc. - International Equity Portfolio
Delaware Pooled Trust, Inc. - Labor Select International Equity Portfolio
Delaware Pooled Trust, Inc. - Real Estate Investment Trust Portfolio
Delaware Pooled Trust, Inc. - High Yield Portfolio
Delaware Pooled Trust, Inc. - International Fixed Income Portfolio
Delaware Pooled Trust, Inc. - Defensive Equity Utility Portfolio
Delaware Group Global & International Funds, Inc. - International Equity Fund
Delaware Group Global & International Funds, Inc. - Global Assets Fund
Delaware Group Global & International Funds, Inc. - Global Bond Fund
Delaware Group Global & International Funds, Inc. - Emerging Markets Fund
Delaware Group Premium Fund, Inc. - International Equity Series
Delaware Group Premium Fund, Inc. - Equity Income Series
Delaware Group Premium Fund, Inc. - High Yield Series
Delaware Group Premium Fund, Inc. - Capital Reserves Series
Delaware Group Premium Fund, Inc. - Money Market Series
Delaware Group Premium Fund, Inc. - Growth Series
Delaware Group Premium Fund, Inc. - Multiple Strategy Series
Delaware Group Premium Fund, Inc. - Value Series
Delaware Group Premium Fund, Inc. - Emerging Growth Series
Delaware Group Premium Fund, Inc. - Global Bond Series
Delaware Group Delchester High-Yield Bond Fund, Inc.
Delaware Group Delaware Fund, Inc. - Delaware Fund
Delaware Group Delaware Fund, Inc. - Devon Fund
Delaware Group Value Fund, Inc.
Delaware Group DelCap Fund, Inc.
Delaware Group Dividend & Income Fund, Inc.
Delaware Group Advisor Funds, Inc. - Enterprise Fund
Delaware Group Advisor Funds, Inc. - U.S. Growth Fund
Delaware Group Advisor Funds, Inc. - World Growth Fund
Delaware Group Advisor Funds, Inc. - New Pacific Fund
Delaware Group Advisor Funds, Inc. - Federal Bond Fund
Delaware Group Advisor Funds, Inc. - Corporate Income Fund

March, 1996 Schedule B

SUB-CUSTODIANS EMPLOYED BY

THE CHASE MANHATTAN BANK, N.A. LONDON, GLOBAL CUSTODY
<TABLE>
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<S> <C> <C>
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK

ARGENTINA The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A.
Arenales 707, 5th Floor Buenos Aires
De Mayo 130/140
1061Buenos Aires
ARGENTINA

AUSTRALIA The Chase Manhattan Bank The Chase Manhattan Bank
Australia Limited Australia Limited
36th Floor Sydney
World Trade Centre
Jamison Street
Sydney
New South Wales 2000
AUSTRALIA

AUSTRIA Creditanstalt - Bankverein Credit Lyonnais
Schottengasse 6 Vienna
A - 1011, Vienna
AUSTRIA

BANGLADESH Standard Chartered Bank Standard Chartered Bank
18-20 Motijheel C.A. Dhaka
Box 536,
Dhaka-1000
BANGLADESH

BELGIUM Generale Bank Credit Lyonnais Bank
3 Montagne Du Parc Brussels
1000 Bruxelles
BELGIUM

BOTSWANA Barclays Bank of Botswana Limited Barclays Bank of Botswana
Barclays House Gaborone
Khama Crescent
Gaborone
BOTSWANA

BRAZIL Banco Chase Manhattan, S.A. Banco Chase Manhattan S.A.
Chase Manhattan Center Sao Paulo
Rua Verbo Divino, 1400
Sao Paulo, SP 04719-002
BRAZIL

CANADA The Royal Bank of Canada Royal Bank of Canada
Royal Bank Plaza Toronto
Toronto
Ontario M5J 2J5
CANADA

Canada Trust Royal Bank of Canada
Canada Trust Tower Toronto
BCE Place
161 Bay at Front
Toronto
Ontario M5J 2T2
CANADA

CHILE The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A.
Agustinas 1235 Santiago
Casilla 9192
Santiago
CHILE

COLOMBIA Cititrust Colombia S.A. Cititrust Colombia S.A.
Sociedad Fiduciaria Sociedad Fiduciaria
Carrera 9a No 99-02 Santafe de Bogota
Santafe de Bogota, DC
COLOMBIA

CZECH REPUBLIC
Ceskoslovenska Obchodni Banka, A.S. Komercni Banka, A.S.,
Na Prikope 14 Praha
115 20 Praha 1
CZECH REPUBLIC

DENMARK Den Danske Bank Den Danske Bank
2 Holmens Kanala DK 1091 Copenhagen
Copenhagen
DENMARK

EGYPT National Bank of Egypt National Bank of Egypt
24 Sherif Street Cairo
Cairo
EGYPT

EUROBONDS Cedel S.A. ECU:Lloyds Bank PLC
67 Boulevard Grande Duchesse Charlotte International Banking Division
LUXEMBOURG London
A/c The Chase Manhattan Bank, N.A. For all other currencies: see
London relevant country
A/c No. 17817

EURO CDS First Chicago Clearing Centre ECU:Lloyds Bank PLC
27 Leadenhall Street Banking Division London
London EC3A 1AA For all other currencies: see
UNITED KINGDOM relevant country

FINLAND Merita Bank KOP Merita Bank KOP
Aleksis Kiven 3-5 Helsinki
00500 Helsinki
FINLAND

FRANCE Banque Paribas Societe Generale
Ref 256 Paris
BP 141
3, Rue D'Antin
75078 Paris
Cedex 02
FRANCE

GERMANY Chase Bank A.G. Chase Bank A.G.
Alexanderstrasse 59 Frankfurt
Postfach 90 01 09
60441 Frankfurt/Main
GERMANY

GHANA Barclays Bank of Ghana Barclays Bank
Barclays House Accra
High Street
Accra
GHANA

GREECE Barclays Bank Plc National Bank of Greece S.A.
1 Kolokotroni Street Athens
10562 Athens A/c Chase Manhattan Bank, N.A.,
GREECE London
A/c No. 040/7/921578-68

HONG KONG The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A.
40/F One Exchange Square Hong Kong
8, Connaught Place
Central, Hong Kong
HONG KONG

HUNGARY Citibank Budapest Rt. Citibank Budapest Rt.
Vaci Utca 19-21 Budapest
1052 Budapest V
HUNGARY

INDIA The Hongkong and Shanghai The Hongkong and Shanghai
Banking Corporation Limited Banking Corporation Limited
52/60 Mahatma Gandhi Road Bombay
Bombay 400 001
INDIA

Deutsche Bank AG, Bombay Branch Deutsche Bank
Securities & Custody Services Bombay
Kodak House
222 D.N. Road, Fort
Bombay 400 001
INDIA

INDONESIA The Hongkong and Shanghai The Chase Manhattan Bank, N.A.
Banking Corporation Limited Jakarta
World Trade Center
J1. Jend Sudirman Kav. 29-31
Jakarta 10023
INDONESIA

IRELAND Bank of Ireland Allied Irish Bank
International Financial Services Centre Dublin
1 Harbourmaster Place
Dublin 1
IRELAND

ISRAEL Bank Leumi Le-Israel B.M. Bank Leumi Le-Israel B.M.
19 Herzl Street Tel Aviv
61000 Tel Aviv
ISRAEL

ITALY The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A.
Piazza Meda 1 Milan
20121 Milan
ITALY

JAPAN The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A.
1-3 Marunouchi 1-Chome Tokyo
Chiyoda-Ku
Tokyo 100
JAPAN

JORDAN Arab Bank Limited Arab Bank Limited
P O Box 950544-5 Amman
Amman
Shmeisani
JORDAN

KENYA Barclays Bank of Kenya Barclays Bank of Kenya
Third Floor Nairobi
Queensway House
Nairobi
Kenya

LUXEMBOURG
Banque Generale du Luxembourg S.A. Banque Generale du Luxembourg
50 Avenue J.F. Kennedy S.A.
L-2951 LUXEMBOURG Luxembourg

MALAYSIA The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A.
Pernas International Kuala Lumpur
Jalan Sultan Ismail
50250, Kuala Lumpur
MALAYSIA

MAURITIUS Hongkong and Shanghai Banking The Hongkong and Shanghai Banking
Corporation Ltd Corporation Ltd.
Curepipe Road Curepipe
Curepipe
MAURITIUS

MEXICO The Chase Manhattan Bank, S.A. No correspondent Bank
(Equities)Montes Urales no. 470, 4th Floor
Col. Lomas de Chapultepec
11000 Mexico D.F.

(Government Banco Nacional de Mexico, No correspondent Bank
Bonds) Avenida Juarez No. 104 - 11 Piso
06040 Mexico D.F.
MEXICO

MOROCCO Banque Commerciale du Maroc Banque Commerciale du Maroc
2 Boulevard Moulay Youssef Casablanca
Casablanca 20000
MOROCCO

NETHERLANDS
ABN AMRO N.V. Generale Bank
Securities Centre Nederland N.V.
P O Box 3200 Rotterdam
4800 De Breda
NETHERLANDS

NEW ZEALAND
National Nominees Limited National Bank of New Zealand
Level 2 BNZ Tower Wellington
125 Queen Street
Auckland
NEW ZEALAND

NORWAY Den Norske Bank Den Norske Bank
Kirkegaten 21 Oslo
Oslo 1
NORWAY

PAKISTAN Citibank N.A. Citibank N.A.
I.I. Chundrigar Road Karachi
AWT Plaza
Karachi
PAKISTAN

Deutsche Bank Deutsche Bank
Unitowers Karachi
I.I. Chundrigar Road
Karachi
PAKISTAN

PERU Citibank, N.A. Citibank N.A.
Camino Real 457 Lima
CC Torre Real - 5th Floor
San Isidro, Lima 27
PERU

PHILIPPINES
The Hongkong and Shanghai The Hongkong and Shanghai
Banking Corporation Limited Banking Corporation Limited
Hong Kong Bank Centre 3/F Manila
San Miguel Avenue
Ortigas Commercial Centre
Pasig Metro Manila
PHILIPPINES

POLAND Bank Polska Kasa Opieki S.A. Bank Polska Kasa Opieki S.A.
Curtis Plaza Warsaw
Woloska 18
02-675 Warsaw
POLAND
For Mutual Funds:
Bank Handlowy W. Warsawie. S.A. Bank Polska Kasa Opieki S.A.
Custody Dept. Warsaw
Capital Markets Centre
Ul, Nowy Swiat 6/12
00-920 Warsaw
POLAND

PORTUGAL Banco Espirito Santo & Comercial Banco Nacional Ultra Marino
de Lisboa Lisbon
Servico de Gestaode Titulos
R. Mouzinho da Silveira, 36 r/c
1200 Lisbon
PORTUGAL

SHANGHAI The Hongkong and Shanghai Citibank
(CHINA) Banking Corporation Limited New York
Shanghai Branch
Corporate Banking Centre
Unit 504, 5/F Shanghai Centre
1376 Nanjing Xi Lu
Shanghai
THE PEOPLE'S REPUBLIC OF CHINA

SHENZHEN The Hongkong and Shanghai The Chase Manhattan Bank, N.A.
(CHINA) Banking Corporation Limited Hong Kong
1st Floor
Central Plaza Hotel
No.1 Chun Feng Lu
Shenzhen
THE PEOPLE'S REPUBLIC OF CHINA

SINGAPORE The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A.
Shell Tower Singapore
50 Raffles Place
Singapore 0104
SINGAPORE

SLOVAK REPUBLIC
Ceskoslovenska Obchodni Banka, A.S. Ceskoslovenska Obchodni Banka
Michalska 18 Slovak Republic
815 63 Bratislava
SLOVAK REPUBLIC

SOUTH AFRICA
Standard Bank of South Africa Standard Bank of South Africa
Standard Bank Chambers South Africa
46 Marshall Street
Johannesburg 2001
SOUTH AFRICA

SOUTH KOREA
The Hongkong & Shanghai The Hongkong & Shanghai
Banking Corporation Limited Banking Corporation Limited
6/F Kyobo Building Seoul
#1 Chongro, 1-ka Chongro-Ku,
Seoul
SOUTH KOREA

SPAIN The Chase Manhattan Bank, N.A. Banco Bilbao Vizcaya,
Calle Peonias 2 Madrid
7th Floor
La Piovera
28042 Madrid
SPAIN

SRI LANKA The Hongkong & Shanghai The Hongkong & Shangai
Banking Corporation Limited Banking Corporation Limited
Unit #02-02 West Block, Colombo
World Trade Center
Colombo 1,
SRI LANKA

SWEDEN Skandinaviska Enskilda Banken Svenska Handelsbanken
Kungstradgardsgatan 8 Stockholm
Stockholm S-106 40
SWEDEN

SWITZERLAND
Union Bank of Switzerland Union Bank of Switzerland
45 Bahnhofstrasse Zurich
8021 Zurich
SWITZERLAND

TAIWAN The Chase Manhattan Bank, N.A. No correspondent Bank
115 Min Sheng East Road - Sec 3,
9th Floor
Taipei
TAIWAN
Republic of China

THAILAND The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A.
Bubhajit Building Bangkok
20 North Sathorn Road
Silom, Bangrak
Bangkok 10500
THAILAND

TUNISIA Banque Internationale Arabe de Tunisie Banque Internationale Arabe de
70-72 Avenue Habib Bourguiba Tunisie, Tunisia
P.O. Box 520
1080 Tunis Cedex
Tunisia

TURKEY The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A.
Emirhan Cad. No: 145 Istanbul
Atakule, A Blok Kat:11
80700-Dikilitas/Besiktas
Istanbul
Turkey

U.K. The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A.
Woolgate House London
Coleman Street
London EC2P 2HD
UNITED KINGDOM

URUGUAY The First National Bank of Boston The First National Bank of Boston
Zabala 1463 Montevideo
Montevideo
URUGUAY

U.S.A. The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A.
1 Chase Manhattan Plaza New York
New York
NY 10081
U.S.A.

VENEZUELA Citibank N.A. Citibank N.A.
Carmelitas a Altagracia Caracas
Edificio Citibank
Caracas 1010
VENEZUELA

ZAMBIA Barclays Bank of Zambia Barclays Bank of Zambia
Kafue House Lusaka
Cairo Road
P.O.Box 31936
Lusaka
ZAMBIA

ZIMBABWE Barclays Bank of Zimbabwe Barclays Bank of Zimbabwe
Ground Floor Harare
Tanganyika House
Corner of 3rd Street & Union Avenue
Harare
ZIMBABWE
</TABLE>

<PAGE> 1

SECURITIES LENDING AGREEMENT ("Lending Agreement"), dated as of
, 1996 between ("Lender"), having its principal place of business at
, and The Chase Manhattan Bank, N.A. ("Chase"), having its principal place of
business at One Chase Manhattan Plaza, New York, New York 10081.

It is hereby agreed as follows:

Section 1 - Definitions

Unless the context clearly requires otherwise, the following words
shall have the meanings set forth below when used herein:

a. "Account" shall mean the securities account established and
maintained by Chase on behalf of Lender pursuant to, as the case may be, a
separate custody agreement or a separate directed trust agreement ("Agreement")
between Chase and Lender, which Agreement provides, inter alia, for the
safekeeping of Securities received by Chase from time to time on behalf of
Lender.

b. "Agreement" shall have the meaning assigned thereto in Section
1(a) hereof.

c. "Authorized Investment" shall mean any type of instrument,
security, participation or other property in which Cash Collateral may be
invested or reinvested, as described in Section 5(f) hereof and Appendix 4
hereto (and as such Appendix may be amended from time to time by written
agreement of the parties).

d. "Authorized Person" shall mean, except to the extent that
Chase is advised to the contrary by Proper Instruction, any person who is
authorized to give instructions to Chase pursuant to the Agreement and any
mandates given to Chase in connection with such Agreement. An Authorized
Person shall continue to be so until such time as Chase receives Proper
Instructions that nay such person is no longer an Authorized Person.

e. "Borrower" shall mean an entity listed on Appendix 1 hereto,
other than an entity which Chase shall have been instructed to delete from list
pursuant to Written Instructions and as such Appendix may be amended in
accordance with Section 4(b) hereof.

f. "Business Day" shall have the meaning assigned thereto in the
applicable MSLA.

g. "Buy-in" shall have the meaning assigned thereto in Section
7(c) hereof.
<PAGE> 2
h. "Cash Collateral" shall mean fed funds, New York Clearing
House Association funds and such non-U.S. currencies as may be pledged by a
Borrower in connection with a particular Loan.

i. "Collateral" shall have the meaning assigned thereto in the
applicable MSLA, together with Cash Collateral.

j. "Collateral Account" shall mean, as the case may be, an
account maintained by Chase with itself, with any Depository or with any
Triparty Institution and designated as a Collateral Account for the purpose of
holding any one or more of Collateral, Authorized Investments, and Proceeds in
connection with Loans hereunder.

k. "Collateral Amount" shall have the meaning assigned thereto in
Section 5(c) hereof.

l. "Collateral Criterion" shall have the meaning assigned thereto
in Section 5(c) hereof.

m. "Depository" shall mean: (1) the Depository Trust Company,
the Participants' Trust Company and any other securities depository or clearing
agency (and each of their respective successors and nominees) registered with
the U.S. Securities and Exchange Commission or registered with or regulated by
the applicable foreign equivalent thereof or otherwise able to act as a
securities depository or clearing agency, (ii) any transnational depository,
(iii) the Federal Reserve book-entry system for the receiving and delivering of
U.S. Government Securities, and (iv) any other national system for the
receiving and delivering of that country's government securities.

n. "Difference" shall have the meaning assigned thereto in
Section 7(c) hereof.

o. "Distributions" shall have the meaning assigned thereto in
Section 3(b)(v) hereof.

p. "Dollars" shall have the meaning assigned thereto in Section
7(b) hereof.

q. "Due Date" shall have the meaning assigned thereto in Section
7(b) hereof.

r. "Insolvency Event" shall have the meaning assigned thereto in
Section 7(b) hereof.

s. "Letter of Credit" shall have the meaning assigned thereto in
the applicable MSLA and be issued by a bank listed on Appendix 2 hereto (as
such list may be amended by Chase from time to time on notice to Lender), other
than a bank deleted from such list pursuant to Written Instruction.
<PAGE> 3
t. "Loan" shall mean a loan of Securities hereunder and under the
applicable MSLA.

u. "Loan Fee" shall mean the amount payable by a Borrower to
Chase pursuant to the applicable MSLA in connection with Loans collateralized
other than by Cash Collateral.

v. "Market Value" shall have the meaning assigned thereto in the
applicable MSLA.

w. "MSLA" shall mean a master securities lending agreement
between Chase and a Borrower, pursuant to which Chase as agent lends securities
on behalf of its customers (including Lender) from time to time. A copy of
Chase's standard form of MSLA, including the international addendum thereto, is
annexed as Appendix 3.

x. "Net Assets" shall have the meaning assigned thereto in
Section 8 hereof.

y. "Net Realized Income" shall have the meaning thereto in
Section 8 hereof.

z. "Oral Instructions" shall have the meaning assigned thereto in
Section 10 hereof.

aa. "Proceeds" shall mean interest, dividends and other payments
and Distributions received by Chase in connection with Authorized Investments.

bb. "Proper Instructions" shall mean Oral Instructions and Written
Instructions.

cc. "Rebate" shall mean the amount payable by Chase on behalf of
Lender to a Borrower in connection with Loans collateralized by Cash
Collateral.

dd. "Return Date" shall have the meaning assigned thereto in
Section 7(c) hereof.

ee. "Securities" shall mean government securities (including U.S.
Government Securities), equity securities, bonds, debentures, other corporate
debt securities, notes, mortgages or other obligations, and any certificates,
warrants or other instruments representing rights to receive, purchase, or
subscribe for the same, or evidencing or representing any other rights or
interests therein and held pursuant to the Agreement.

ff. "Term Loan" shall have the meaning assigned thereto in Section
5(i) hereof.
<PAGE> 4
gg. "Triparty Institution" shall mean a financial institution with
which Chase shall have previously entered a triparty agreement among itself,
such Triparty Institution and a particular Borrower providing, among other
things, for the holding of Collateral in a Collateral Account at such Triparty
Institution in Chase's name on behalf of Chase's lending customers and for the
substitution of Collateral; provided, however, that any substituted Collateral
shall meet the then standards for acceptable Collateral set by Chase.

hh. "U.S. Government Security" shall mean book-entry securities
issued by the U.S. Treasury defined in Subpart 0 of Treasury Department
Circular No. 300 and any successor provisions) and any other securities issued
or fully guaranteed by the United States government or any agency,
instrumentality or establishment of the U.S. government, including, without
limitation, securities commonly known as "Ginnie Maes," Sally Maes," "Fannie
Maes" and "Freddie Maes".

ii. "Written Instructions" shall have the meaning assigned thereto
in Section 10 hereof.

Section 2 - Appointment, Authority

(a) Appointment. Lender hereby appoints Chase as its agent to lend
Securities in the Account on Lender's behalf on a fully disclosed basis to
Borrowers from time to time in accordance with the terms hereof and on such
terms and conditions and at such times as Chase shall determine and Chase may
exercise all rights and powers provided under any MSLA as may be incidental
thereto, and Chase hereby accepts appointment as such agent and agrees to so
act.

(b) Authority. Lender hereby authorizes and empowers Chase to
execute in Lender's name on its behalf and at its risk all agreements and
documents as may be necessary to carry out any of the powers herein granted to
Chase. Lender grants Chase the authority set forth herein notwithstanding its
awareness that Chase, in its individual capacity or acting in a fiduciary
capacity for other accounts, may have transactions with the same institutions
to which Chase may be lending Securities hereunder, which transactions may give
rise to actual or potential conflict of interest situations. Chase shall not
be bound to: (i) account to Lender for any sum received or profit made by
Chase for its own account or the account of any other person or (ii) disclose
or refuse to disclose any information or take any other action if the same
would or might in Chase's judgment, made in good faith, constitute a breach of
any law or regulation or be otherwise actionable with respect to Chase;
provided that, in circumstances mentioned in (ii) above, Chase shall promptly
inform Lender of the relevant facts (except where doing so would, or might in
Chase's judgment, made in good faith, constitute a breach of any law or
regulation or be otherwise actionable as aforesaid).
<PAGE> 5
Section 3 - Representation and Warranties

(a) Representations of each party. Each party hereto represents and
warrants to the other that: (i) it has the power to execute and deliver this
Lending Agreement, to enter into the transactions contemplated hereby, and to
perform its obligations hereunder; (ii) it has taken all necessary action to
authorize such execution, delivery, and performance; (iii) this Lending
Agreement constitutes a legal, valid, and binding obligation enforceable
against it; and (iv) the execution, delivery, and performance by it of this
Lending Agreement shall at all times comply with all applicable laws and
regulations.

(b) Representations of Lender. Lender represents and warrants to
Chase that: (i) this Lending Agreement is, and each Loan shall be, legally and
validly entered into, and does not and shall not violate any statute,
regulation, rule, order or judgment binding on Lender, or any provision of
Lender's charter or by-laws, or any agreement binding on Lender or affecting
its property, and is enforceable against Lender in accordance with its terms,
except as enforcement may be limited by bankruptcy, insolvency or similar laws,
or by equitable principles relating to or limiting creditors' rights generally;
(ii) the person executing this Lending Agreement and all Authorized Persons
acting on behalf of Lender has and have been duly and properly authorized to do
so; (iii) it is lending Securities as principal and shall not transfer, assign
or encumber its interest in, or rights with respect to, any Securities
available for Loan hereunder; (iv) it is the beneficial owner of all Securities
or otherwise has the right to lend Securities; and (v) it is entitled to
receive all interest, dividends and other distributions ("Distributions") made
by the issuer with respect thereto. Lender shall promptly identify to Chase by
notice, which notice may be oral, any Securities that are no longer subject to
the representations contained in (b).

Section 4 - Borrowers

(a) MSLA. Lender hereby acknowledges receipt of the form of MSLA and
authorizes Chase to lend Securities in the Account to Borrowers thereunder
pursuant to an agreement substantially in the form thereof.

(b) Borrowers. Securities may be lent to any Borrower selected by
Chase in Chase's sole discretion, in accordance with the terms hereof. In that
connection, Appendix 1 may be amended from time to time by Chase on notice to
Lender.
<PAGE> 6
Section 5 - Loans

(a) Securities to be lent, Lending opportunities, Loan initiation.
All Securities of Lender held by Chase that are issued, settled or traded in
the markets that have been approved by Chase from time to time for purposes of
Chase's discretionary securities lending program shall be subject to the terms
hereof. Chase shall seek to assure that Lender receives a fair allocation of
lending opportunities vis-a-vis other lenders, taking into account the demand
for and availability of Securities, types of Collateral, eligibility of
Borrowers, limitations on investments of Cash Collateral, tax treatment, and
similar commercial factors. From time to time, Chase may lend to Borrowers
Securities held in the Account (except Securities that are no longer subject to
the representations set forth in Section 3) and shall deliver such Securities
against receipt of Collateral in accordance with the applicable MSLA. Chase
shall have the right to decline to make any Loans to any Borrower and to
discontinue lending to any Borrower in its sole discretion and without notice
to Lender.

(b) Receipt of Collateral, Collateral substitution. For each Loan,
Chase shall receive and hold Letters of Credit received as Collateral and Chase
or a Triparty Institution shall receive and hold all other Collateral required
by the applicable MSLA in a Collateral Account, and Chase is hereby authorized
and directed, without obtaining any further approval from Lender, to invest and
reinvest all or substantially all Cash Collateral. Chase shall credit, or
where applicable shall have a Triparty Institution credit, all Collateral,
Authorized Investments and Proceeds to a Collateral Account and Chase shall not
mark its books and records to identify Lender's interest therein, it being
understood, however, that all monies credited to a Collateral Account may for
purposes of investment be commingled with cash collateral held for other
lenders of securities on whose behalf Chase may act. Chase may, in its sole
discretion, liquidate any Authorized Investment and credit the net proceeds in
a Collateral Account. Chase shall accept substitutions of Collateral in
accordance with the applicable MSLA and shall credit, or where applicable shall
have a Triparty Institution credit, all such substitutions to a Collateral
Account.

(c) Mark to market procedures. (i) Chase shall require initial
Collateral for a Loan in an amount determined by applying the then applicable
"Collateral Criterion" (as defined below) to the Market Value of the Security
that is the subject of the Loan. The Collateral Criterion with respect to a
given Security shall be an amount equal to the then applicable percentage
(currently 102% for securities issued in the U.S. and 105% for securities
issued outside of the U.S.) of the Market Value of the Security (plus accrued
interest, if any, with respect to debt securities) which is the subject of a
Loan as determined as of the close of trading on the preceding Business Day.
(ii) Each Business Day Chase shall determine if the Market Value of all
Collateral received by Chase from a given Borrower in connection with all loans
to such Borrower from all lenders is at least equal to the aggregate amount
("Collateral Amount") determined by applying the applicable Collateral
Criterion to each security on loan to such Borrower from all lenders. (iii) In
accordance with general market practice, the Market Value of certain securities
(including, without limitation, U.S. Government Securities) whether on Loan or
received as Collateral, may be determined on a same day basis by reference to
recognized pricing services.

(d) Demand for additional Collateral. If the determination made
in Section 5(c)(ii) above demonstrates that the Market Value of all Collateral
received from a given Borrower is
<PAGE> 7
not at least equal to the Collateral Amount, Chase shall demand additional
Collateral from such Borrower in accordance with the applicable MSLA so as to
meet the Collateral Amount by making specific Loans; provided that, Chase may
from time to time establish de minimis guidelines pursuant to which a mark
would not be made even where the aggregate Collateral Amount has not been met.

(e) Changes in procedures applicable to Collateral. The
Collateral procedures set forth in Sections 5(b)-(d) above reflect Chase's
current practice and may be changed by Chase from time to time based on general
market conditions (including volatility of Securities on Loan and of securities
Collateral), the Market Value of Securities on Loan to a given Borrower, and in
accordance with general market practice and regulatory requirements. Chase
shall notify Lender of material revisions to the foregoing procedures.

(f) Investment of Cash Collateral. (i) Chase is hereby authorized
to invest and reinvest cash Collateral in accordance with the investment
guidelines (and the interpretations, procedures and definitions included
therewith) annexed hereto as Appendix 4. (ii) Authorized Investments are made
for the account of, and at the sole risk of, Lender. In that connection,
Lender shall pay to Chase on demand in cash an amount equal to any deficiency
in the amount of Collateral available for return to a Borrower pursuant to an
applicable MSLA.

(g) Lender's rights with respect to Securities on Loan;
Distribution and voting rights. (i) An amount equal to the amount of all
Distributions paid with respect to Securities on Loan that Lender would have
received had such Securities not been on Loan shall be credited to Lender's
account on the date such Distributions are delivered by Borrower to Chase. Any
non-cash Distribution on Securities on Loan which is in the nature of a stock
split or a stock dividend, shall be added to the Loan (and shall be considered
to constitute Securities on Loan) as of the date such non-cash Distribution is
received by the Borrower and shall be subject to the provisions of this Lending
Agreement; provided that the Lender may, by giving chase ten (10) Business
Days' notice prior to the date of such non-cash Distribution (or such different
amount of time as Chase may from time to time require on advice to Lender),
direct Chase to request that the Borrower deliver such non-cash Distribution to
Chase pursuant to the applicable MSLA, in which case Chase shall credit such
non-cash Distribution to Lender's account on the date it is delivered to Chase.
Without regard to the reference to "delivered" in the foregoing, the
"AutoCredit" provisions of the Agreement shall apply where a Borrower fails to
make a Distribution payment to Chase, the effect of which would be for Chase to
credit Lender's account with Distributions on the payable date. (ii) During
the term of any Loan, Chase will permit the Securities on Loan to be
transferred into the name of and be voted by the Borrower or others. Lender
shall not be entitled to participate in any dividend reinvestment program or to
vote proxies with respect to Securities that are eligible for Loan (whether or
not actually on Loan) as of the applicable record date for such Securities.

(h) Advances, overdrafts and indebtedness, Security Interest.
Chase may, in its sole discretion, advance funds on behalf of Lender in order
to pay to Borrowers any Rebates or to return to Borrowers Cash Collateral to
which they are entitled pursuant to the applicable MSLA. Lender shall repay
Chase on demand the amount of any advance or any other amount owned by Lender
hereunder plus accrued interest at a rate per annum not to exceed the rate
customarily
<PAGE> 8
charged by Chase for such loans at the time such loan is made and shall
otherwise be on such terms and conditions as Chase customarily makes such loans
available. In order to secure repayment of any advance or other indebtedness
of Lender to Chase arising hereunder, Chase shall have a continuing lien and
security interest in and to all assets now or hereafter held in the Account and
any Collateral Account (to which Lender is entitled hereunder) and any other
property at any time held by it for the benefit of Lender or in which Lender
may have an interest which is then in Chase's possession or control or in the
possession or control of any third party acting on Chase's behalf. In this
regard, Chase shall be entitled to all the rights and remedies of a pledgee
under common law and a secured party under the New York Uniform Commercial Code
and/or any other applicable laws and/or regulations as then in effect.

(i) Termination of a Loan. (i) Loans shall generally be terminable on
demand. With the prior approval of Lender, however, Loans may be made on the
basis of a reasonably anticipated termination date ("Term Loan") and without
providing for the right of substitution of equivalent Securities. Termination
of a Term Loan prior to its anticipated termination date by either Lender or
Borrower may result in the terminating party having to pay non-terminating
party damages based on the cost of obtaining a replacement loan. (ii) Chase
shall terminate any Loan of Securities to a Borrower as soon as practicable
after (a) receipt by Chase of a notice of termination of the respective MSLA;
(b) receipt by Chase of Written Instructions directing it to terminate a Loan;
(c) receipt by Chase of Written Instructions instructing it to delete from
Appendix 2 the Borrower to whom such Loans was made; (d) receipt by Chase of
Written Instructions advising that the Security subject to a Loan is no longer
subject to the representation contained in Section 3 hereof; (e) receipt by
Chase of notice advising that an Event of Default (as defined in the applicable
MSLA) has occurred and is continuing beyond any applicable grace period; (f)
whenever Chase, in its sole discretion, elects to terminate such Loan other
than a Term Loan; or (g) termination of this Lending Agreement. (iii) If
Securities which are the subject of a Loan being terminated are to be sold by
Lender, Written Instructions shall in no event be given to Chase later than the
trade date established by Lender for such sale or such earlier date of which
Chase may advise Lender from time to time with respect to particular markets.
Chase shall not be liable for any failure of a Borrower to return Securities on
Loans in a time fashion.

(j) Recordkeeping and Reports. Chase shall establish and maintain
such records as are reasonably necessary to account for Loans that are made and
the income derived therefrom. Chase shall provide Lender with a monthly
statement describing the Loans made during the preceding month, and the income
derived from Loans, during the period covered by such statement. A party shall
comply with the reasonable requests of the other party for information
necessary to the requester's performance of its duties hereunder.

Section 6 - Default by Borrower

(1) Chase may assume (unless it has actual knowledge to the
contrary) that any representations made by a Borrower in connection with any
Loan are true, that no event which is or may become an Event of Default (as
defined in the applicable MSLA) has occurred and that a Borrower has complied
with its obligations under the applicable MSLA. Subject to Sections 7(b)-(d),
Chase shall have no responsibility for the accuracy or completeness of any
information
<PAGE> 9
supplied, or for any breach of any obligation, by any Borrower under or in
connection with any MSLA or Loan. Chase shall not be liable as a result of
taking or omitting to take any action provided that Chase shall have carried
out its responsibilities hereunder in good faith. (ii) If any Borrower with
respect to any Loan affected pursuant hereto and pursuant to the applicable
MSLA fails to return any loaned Securities when due thereunder for reasons
other than relating to the solvency of the Borrower, Chase shall then take
whatever action its deems appropriate in accordance with general market
practice and Chase's reasonable judgment, including, but no necessarily limited
to, claiming compensation from such Borrower on behalf of Lender in the event a
trade executed by Lender fails on account of such Borrower's failure timely to
have returned Securities on Loan or, where Chase deems it necessary, such other
action as may be permitted by the applicable MSLA, including collecting any
applicable MSLA fails to return any Securities on Loan when due thereunder for
reasons relating to the solvency of the Borrower, Chase shall take such action
as its deems appropriate in accordance with Chase's reasonable judgment under
the applicable MSLA.

Section 7 - Standard of Care, Liabilities, Indemnification

(a) Standard of care, Liabilities. Except as provided in paragraphs
(b) and (c) hereof, Chase shall be liable for any costs, expenses, damages,
liabilities or claims (including attorneys' and accountants' fees) incurred by
Lender, except those costs, expenses, damages, liabilities and claims arising
out of the negligence, bad faith or willful misconduct of Chase. Chase shall
have no obligation hereunder for: (i) costs, expenses, damages, liabilities or
claims (including attorneys' and accountants' fees), which are sustained or
incurred by Lender by reason of any action or inaction by any pricing service,
any Depository or a Triparty Institution or their respective successors or
nominees; and (ii) any failure to perform any obligation due to any matters
beyond the control of Chase. In no event shall Chase be liable for indirect or
consequential damages or lost profits or loss of business, arising hereunder or
in connection herewith, even if previously informed of the possibility of such
damages and regardless of the form of action.

Except for any costs or expenses incurred by Chase in performing its
obligations pursuant to paragraphs (b) and (c) hereof any ordinary operating
expenses incurred by Chase in providing services hereunder, Lender shall
indemnify Chase and hold it harmless from and against any and all costs,
expenses, damages, liabilities or claims, including reasonable fees and
expenses of counsel, which Chase may sustain or incur or which may be asserted
against Chase by reason of or as a result of any action taken or omitted by
Chase in connection with operating under this Lending Agreement or enforcing
Lender's rights under the applicable MSLA, other than those costs, expenses,
damages, liabilities or claims arising out of the negligence, bad faith or
willful misconduct of Chase. The foregoing indemnity shall be a continuing
obligation of the Lender, its successors and assigns, notwithstanding the
termination of any Loans hereunder or of this Lending Agreement. Chase may
charge any amounts to which it is entitled hereunder against the Account, and
Lender shall be entitled to an accounting of all amounts so charged. Actions
taken or omitted in reliance upon Proper Instructions, or upon any information,
order, indenture, stock certificate, power of attorney, assignment, affidavit
or other instrument reasonably believed by Chase, in good faith, to be genuine
or bearing the signature of a person or
<PAGE> 10
persons believed, in good faith, to be authorized to sign, countersign or
execute the same, shall be conclusively presumed to have been taken or omitted
in good faith.

(b) Indemnification of Lender in respect to Distributions. If the
Borrower in respect of any Loan effected pursuant hereto and pursuant to the
applicable MSLA fails, as a result of its bankruptcy, insolvency,
reorganization, liquidation, receivership or similar event (each an "Insolvency
Event"), to remit to Chase for Lender's account any Distributions on or with
respect to Securities on Loan when due (the "Due Date") in accordance with such
MSLA and such Due Date occurs at least one day prior to an Insolvency Event
then Chase shall at its expense (subject to paragraph (d) hereof) and within
one (1) Business Day of the Due Date, undertake the following: (i) with
respect to Distributions in the form of cash, Chase shall credit Lender's
account with the full amount of such Distributions and (ii) with respect to
Distributions in the form of securities, Chase shall, at its option, either
purchase replacement securities (of an equal amount of the same issue, class,
type or series as the Distributions) on the principal market in which such
securities are traded or credit Lender's account with the market value in
United States dollars ("Dollars") of such Distributions on the Due Date as
determined by Chase in good faith. Market value shall be determined by Chase
in accordance with the applicable MSLA, including the computation of Dollar
equivalents where Securities on Loan and/or Collateral (and Proceeds) are
denominated in a currency other than Dollars.

(c) Indemnification of Lender in respect of Securities. If the
Borrower in respect of any Loan effected pursuant hereto and pursuant to the
applicable MSLA fails to return any Securities on Loan to Chase for Lender's
account when due thereunder (the "Return Date") which is the date of default,
then Chase shall, at its expense (subject to paragraph (d) hereof) and within
one (1) Business Day of the Return Date, credit Lender's account in Dollars
with the difference ("Difference") (where a positive number), if any, between
(x) the market value of such lent Securities on the Return Date (including, in
the case of debt Securities, accrued but unpaid interest), and (y) in the case
of Loans collateralized by (i) Cash Collateral, the greater of (A) the Market
Value of the Cash Collateral on the date of initial pledge as adjusted for any
subsequent marks-to-market through the Return Date and (B) the Market Value of
Cash Collateral investments on the Return Date, (ii) non-Cash Collateral
comprising securities Collateral, the greater of the Market Value of such
Collateral on the (A) Business Day immediately preceding the Return Date and
(B) Return Date, or (iii) non-Cash Collateral comprising Letter of Credit
Collateral, the Market Value of the Letter of Credit Collateral on the date of
initial pledge as adjusted for any subsequent marks-to-market through the
Return Date. Market Value shall be determined by Chase in accordance with the
applicable MSLA, including the computation of Dollar equivalents where
Securities on Loan and/or Collateral (and Proceeds) are denominated in a
currency other than Dollars. Where Cash Collateral and non-Cash Collateral
have each been allocated to a Loan as of the Return Date, the Difference
payable by Chase shall be computed in accordance with the foregoing as if there
had been two Loans in effect on the Return Date, one collateralized by Cash
Collateral and the other collateralized by non-Cash Collateral. In lieu of
paying Lender the Difference, Chase may, at its sole option and expense,
purchase for Lender's account ("Buy-in") replacement securities of the same
issue, type, class, and series as that of the Securities on Loan.
<PAGE> 11
(d) Subrogation. If Chase makes a payment or a purchase pursuant to
Section 7(b) or effects a Buy-in pursuant to Section 7(c), or if Chase effects
a Difference payment pursuant to Section 7(c) on account of a failure to return
Securities on Loan not arising from an Insolvency Event, Chase shall, to the
extent of such payment, purchase, Difference payment or Buy-in, be subrogated
to, and Lender shall assign and be deemed to have assigned to Chase, all of its
rights in, to and against the Borrower (and any guarantor thereof) in respect
of such Loan, any Collateral pledged by the Borrower in respect of such Loan,
and all proceeds of such Collateral. In the event that Lender receives or is
credited with any payment, benefit or value from or on behalf of the Borrower
in respect of rights to which Chase is subrogated as provided herein, Lender
shall promptly remit or pay to Chase the same (or its Dollar equivalent) but
only to the extent that Lender has been paid all amounts owed to it by
Borrower.

Section 8 - Chase Compensation

(a) In connection with each Loan hereunder, Lender shall pay to Chase
a fee equal to ___% of (i) earnings (less any Rebate paid by Chase to a
Borrower) derived from Authorized Investments in connection with Loans
collateralized by cash, and (ii) any Securities Loan Fee paid or payable by the
Borrower on Loans not collateralized by cash. (b) The fee payable to Chase for
services performed pursuant to Section 5(f) hereof shall be equal to one tenth
of the one percent (0.1%) of the Fund's average daily Assets (with "Fund" being
as defined in Appendix 4 hereto). All securities in the Fund shall be valued
based on their amortized cost. Fees shall be accrued and charged daily against
the Fund's yield or assets, as appropriate, and shall be payable monthly in
arrears on the first business day of the month following the month in which
earned. (c) Chase is authorized, on a monthly basis, to charge all the
foregoing fees (together with reasonable expenses incurred by Chase hereunder)
and any other amounts owed by Lender hereunder against the Account and/or a
Collateral Account.

Section 9 - Taxes

Lender shall be responsible for all filings, tax returns and reports
on any Loans undertaken by Chase on Lender's behalf which are to be made to any
authority whether governmental or otherwise and for the payment of all unpaid
calls, taxes (including, without limitations, any value added tax), imposts,
levies or duties due on any principal or interest, or any other liability or
payments arising out of or in connection with any Securities or any Collateral,
and in so far as Chase is under obligation (whether of a governmental nature or
otherwise) to pay the same on Lender's behalf Chase may do so out of any monies
or assets held by it pursuant to the terms of the Agreement or hereunder.

Section 10 - Instructions

(a)(i) Written Instructions. "Written Instructions" shall mean
written communications actually received by Chase from an Authorized Person or
from a person reasonably believed by Chase to be an Authorized Person by
letter, memorandum, telegram, cable, telex, telecopy facsimile, computer, video
(CRT) terminal or other on-line system, or any other method reasonably
acceptable to Chase and whereby Chase is able to verify with a reasonable
degree of certainty the identity of the sender of such communications or with
communications are
<PAGE> 12
transmitted with proper testing or authentication pursuant to terms and
conditions which Chase may specify. (ii) Oral Instructions. "Oral
Instructions" shall mean oral communications actually received by Chase from an
Authorized Person or from a person reasonably believed by Chase to be an
Authorized Person. Oral Instructions shall promptly thereafter be confirmed in
writing by an Authorized Person (which confirmation may bear the facsimile
signature of such Person), but Lender will hold Chase harmless for the failure
of an Authorized Person to send such confirmation in writing, the failure of
such confirmation to conform to the Oral Instructions received, or Chase's
failure to produce such confirmation at any subsequent time. Lender shall be
responsible for safeguarding any testkeys, identification codes or other
security devices which Chase may make available to Lender or its Authorized
Persons.

(b) Unless otherwise expressly provided, all Proper Instructions shall
continue in full force and effect until canceled or superseded.

Section 11 - Pricing Services

Chase may use any pricing service referred to in an applicable MSLA
and any other recognized pricing service (including itself and any of its
affiliates) in order to perform its valuation responsibilities with respect to
Securities, Collateral and Authorized Investments, and Lender shall hold Chase
harmless from and against any loss or damage suffered or incurred as a result
of errors or omissions of any such pricing service.

Section 12 - Termination

This Lending Agreement may be terminated at any time by either party
upon delivery to the other party of notice specifying the date of such
termination, which shall be not less than 30 days after the date of receipt of
such notice. Notwithstanding any such notice, this Lending Agreement shall
continue in full force and effect with respect to all Loans outstanding on the
termination date, which Loans shall, however, be terminated as soon as
reasonably practicable.

Section 13 - Miscellaneous

(a) Legal proceedings. Chase may refrain from bringing any legal
action or proceeding arising out of or in connection with any Loan until it
shall have received such security as it may require for all costs, expenses
(including legal fees) and liabilities which it will or may expend or incur in
relation thereto.

(b) Integration, Lending Agreement to Govern. This Lending Agreement
and the Agreement contain the complete agreement of the parties with respect to
the subject matter hereof and supersede and replace any previously made
proposals, representations, warranties or agreements with respect thereto by
the parties. In the event of any conflict between this Lending Agreement, and
the Agreement, this Lending Agreement shall govern.

(c) Notice. Unless expressly provided herein to the contrary, notices
hereunder shall be in writing, and delivered by telecopier, overnight express
mail, first-class postage prepaid,
<PAGE> 13
delivered personally or by receipt courier service. All such notices which are
mailed shall be deemed delivered upon receipt. Notices shall be addresses as
follows (or to such other address as a party may from time to time designate on
notice duly given in accordance with this paragraph): notices to Chase shall
be addressed to it at 2 Chase Manhattan Plaza, 19th Floor, New York, New York
10081, Attention: Securities Lending Division; notices to be given to Lender
shall be addressed to it at its offices at Attention:
.

(d) Amendments, Waiver. This Lending Agreement may be modified only
by a written amendment signed by both parties, and no waiver of any provisions
hereof shall be effective unless expressed in a writing signed by the party to
be charged.

(e) Government Law, Consent to Jurisdiction, Waiver of Immunity. This
Lending Agreement shall be construed in accordance with laws of the State of
New York, without regard to the conflict of laws principles thereof. Chase and
Lender each hereby consents to the jurisdiction of a state or federal court
situated in New York City, New York in connection with any dispute arising
hereunder and Lender hereby waives any claim of forum non conveniens to the
extent that it may lawfully do so. To the extent that in any jurisdiction
Lender may now or hereafter be entitled to claim, for itself or its assets,
immunity from suit, execution, attachment (before or after judgment) or other
legal process, Lender irrevocably shall not claim, and it hereby waives, such
immunity.
<PAGE> 14
(f) Counterparts, Headings. This Lending Agreement may be executed in
several counterparts, each one of which shall constitute an original, and all
collectively shall constitute but one instrument. The headings of the sections
hereof are included for convenience of reference only and do not form part of
this Lending Agreement.

(g) Severability. Any provisions of this Lending Agreement which may
be determined by competent authority to be prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition, or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceably in any
jurisdiction shall not invalidate or render unenforceable such provisions in
any other jurisdiction.

IN WITNESS WHEREOF, the parties have executed this Lending Agreement
as of the date first above-written.

[Insert name of LENDER] THE CHASE MANHATTAN BANK, N.A.

By: By:

Title: Title:

<PAGE> 1

DELAWARE GROUP PREMIUM FUND, INC.
MONEY MARKET SERIES
SHAREHOLDERS SERVICES AGREEMENT

THIS AGREEMENT, made as of this 29th day of June 1988 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 (collectively "the Series"), and DELAWARE SERVICE COMPANY,
INC. ("DSC"), a Delaware Corporation, each having its principal office and
place of business at Ten Penn Center Plaza, Philadelphia, Pennsylvania 19103.

WITNESSETH

WHEREAS, the Investment Management Agreement between the Fund and
Delaware Management Company, Inc. provides that 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 shareholders; the
payment of dividends; transfer of stock, including issuance and redemption of
shares; reports and notices to stockholders; calling and holding of stockholder
meetings; miscellaneous office expenses; brokerage commissions; legal and
accounting fees; taxes; and federal and state registration fees; and

WHEREAS, the predecessor to DSC previously served as the Shareholder
Services Agent for the Series and the Fund has designated DSC to act as
Shareholder Services Agent for the Series as of the date of this Agreement; and

WHEREAS, the Fund and DSC desire to have a written agreement
concerning the performance of the foregoing services and providing compensation
therefor;

NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth, and intending legally to be bound, it is agreed:

I. APPOINTMENT AS AGENT

1.1 The Fund hereby appoints DSC Shareholder Services Agent for
the Series to provide as agent for the Fund services as Transfer Agent,
Dividend Disbursing Agent and Shareholder Servicing Agent and DSC hereby
accepts such appointment and agrees to provide the Fund, as its agent, the
services described herein.
<PAGE> 2
1.2 The Fund shall pay DSC and DSC shall accept, for the services
provided hereunder, the compensation provided for in Section VIII hereof. The
Fund also shall reimburse DSC for expenses incurred or advanced by it for the
Fund in connection with its services hereunder.

II. DOCUMENTATION

2.1 The Fund represents that it has provided or made available to
DSC (or has given DSC an opportunity to examine) copies of, and DSC represents
that it has received from the Fund (or is otherwise familiar with), the
following documents:

(a) The Articles of Incorporation or other documents
evidencing the Fund's form of organization and any current amendments or
supplements thereto.

(b) The By-Laws of the Fund;

(c) Any resolution or other action of the Fund or the
Board of Directors of the Fund establishing or affecting the rights, privileges
or other status of each class or series of shares of the Fund, or altering or
abolishing each such class or series;

(d) A certified copy of a resolution of the Board of
Directors of the Fund appointing DSC as Shareholder Services Agent for the
Series and authorizing the execution of this Agreement;

(e) The Form of share certificates of the Series in the
form approved by the Board of Directors of the Fund;

(f) A copy of the Fund's currently effective Prospectus
and Statement of Additional Information under the Securities Act of 1933, if
effective;

(g) Copies of all account application forms and other
documents relating to stockholder accounts in the Series;

(h) Copies of documents relating to Plans of the Fund for
the purchase, sale or repurchase of its shares, including periodic payment or
withdrawal plans, reinvestment plans or retirement plans;

-2-
<PAGE> 3
(i) Any opinion of counsel to the Fund relating to the
authorization and validity of the shares of the Series issued or proposed to be
issued under the law of the State of the Fund's organization, including the
status thereof under any applicable securities laws;

(j) A certified copy of any resolution of the Board of
Directors of the Fund authorizing any person to give instructions to DSC under
this Agreement (with a specimen signature of such person if not already
provided), setting forth the scope of such authority; and

(k) Any amendment, revocation or other documents
altering, adding, qualifying or repealing any document or authority called for
under this Section 2.1.

2.2 The Fund and DSC may consult as to forms or documents that may
be required in performing services hereunder.

2.3 The Fund shall provide or make available to DSC a certified
copy of any resolution of the stockholders or the Board of Directors of the
Fund providing for a dividend, capital gains distribution, distribution of
capital, stock dividend, stock split or other similar action affecting the
authorization or issuance of shares of the Fund or the payment of dividends.

2.4 In the case of any recapitalization or other capital
adjustment requiring a change in the form of stock certificate or the books
recording the same, the Fund shall deliver or make available to DSC:

(a) A certified copy of any document authorizing or
effecting such change;

(b) Written instructions from an authorized officer
implementing such change; and

2.5 The Fund warrants the following:

(a) The Fund is, or will be, a properly registered
investment company under the Investment Company Act of 1940 and any and all
Series' shares which its issues will be

-3-
<PAGE> 4
properly registered and lawfully issued under applicable federal and state
laws.

(b) The provisions of this contract do not violate the
terms of any instrument by which the Fund is bound; nor do they violate any law
or regulation of any body having jurisdiction over the Fund or its property.

2.6 DSC warrants the following:

(a) DSC is and will be properly registered as a transfer
agent under the Securities Exchange Act of 1934 and is duly authorized to
serve, and may lawfully serve as such.

(b) The provisions of this contract do not violate the
terms of any instrument by which DSC is bound; nor do they violate any law or
regulation of any body having jurisdiction over DSC or its property.

III. STOCK CERTIFICATES

3.1 The Fund shall furnish or authorize DSC to obtain, at the
Fund's expense, a sufficient supply of blank stock certificates for the Series,
and from time to time will replenish such supply upon the request of DSC. The
Fund agrees to indemnify and exonerate, save and hold DSC harmless, from and
against any and all claims or demands that may be asserted against DSC
concerning the genuineness of any stock certificate supplied to DSC pursuant to
this Section.

3.2 DSC shall safeguard, and shall account to the Fund, upon its
demand for, all such stock certificates: (a) as issued, showing to whom
issued, or (b) as unissued, establishing the safekeeping, cancellation or
destruction thereof.

3.3 The Fund shall promptly inform DSC in writing of any change in
the officers authorized to sign stock certificates or in the form thereof. If
an officer whose manual or facsimile signature is affixed to any blank share
certificate shall die, resign or be removed prior to the issuance of such
certificate, DSC may nevertheless issue such certificate notwithstanding such
death, resignation or removal, and the Fund shall with respect thereto promptly
provide to DSC any approval, adoption or ratification as may be required by
DSC.

-4-
<PAGE> 5
IV. TRANSFER AGENT

4.1 As Transfer Agent for the Series, DSC shall issue, redeem and
transfer shares of the Series, and, in connection therewith but not in
limitation thereof, it shall:

(a) Upon receipt of authority to issue shares, determine
the total shares to be issued and issue such shares by crediting shares to
accounts created and maintained in the registration forms provided; as
applicable, prepare, issue and deliver stock certificates.

(b) Upon proper transfer authorization, transfer shares
by debiting transferor-stockholder accounts and crediting such shares to
accounts created and/or maintained for transferree-stockholders; if applicable,
issue and/or cancel stock certificates.

(c) Upon proper redemption authorization, determine the
total shares redeemed and to be redeemed; determine the total redemption
payments made and to be made; redeem shares by debiting stockholder accounts;
as applicable receive and cancel stock certificates for shares redeemed; and
remit or cause to be remitted the redemption proceeds to stockholders.

(d) Create and maintain accounts; reconcile and control
cash due and paid, shares issued and to be issued, cash remitted and to be
remitted and shares debited and credited to accounts; provide such notices,
instructions or authorizations as the Fund may require.

4.2 DSC shall not be required to issue, transfer or redeem Series'
shares upon receipt of DSC from the Fund, or from any federal or state
regulatory agency or authority, written notice that the issuance, transfer or
redemption of Series' shares has been suspended or discontinued.

V. DIVIDEND DISBURSING AGENT

5.1 As Dividend Disbursing Agent for the Series, DSC shall
disburse and cause to be disbursed to Series' stockholders Series' dividends,
capital gains distributions or any payments from other sources as directed by
the Fund. In connection therewith, but not in limitation thereof, DSC shall:

-5-
<PAGE> 6
(a) Calculate the total disbursement due and payable and
the disbursement to each stockholder as to shares owned, in accordance with the
Fund's authorization.

(b) Calculate the total disbursements for each
stockholder, as aforesaid, to be disbursed in cash; prepare and mail checks
therefor.

(c) Calculate the total disbursement for each
stockholder, as aforesaid, for which Series' shares are to be issued and
authorized and instruct the issuance of Series' shares therefor in accordance
with Section IV hereof.

(d) Prepare and mail or deliver such forms and notices
pertaining to disbursements as required by federal or state authority.

(e) Create and maintain records, reconcile and control
disbursements to be made and made, both as to cash and shares, as aforesaid;
provide such notices, instruction or authorization as the Fund may require.

5.2 DSC shall not be required to make any disbursement upon the
receipt of DSC from the Fund, or from any federal or state agency or authority,
written notice that such disbursement shall not be made.

VI. SHAREHOLDER SERVICING AGENT

6.1 As Shareholder Servicing Agent for the Series, DSC shall
provide those services ancillary to but in implementation of the services
provided under Sections I through V hereof, and those generally defined and
accepted as shareholder services. In connection therewith, but not in
limitation thereof, DSC shall:

(a) Except where instructed in writing by the Fund not to
do so, and where in compliance with applicable law, accept orders on behalf of
the Fund; receive and process investments and applications; remit to the Fund
or its custodian payments for shares acquired and to be issued; and direct the
issuance of shares in accordance with Section IV hereof.

(b) Receive, record and respond to communications of
stockholders and their agents.

-6-
<PAGE> 7
(c) As instructed by the Fund, prepare and mail
stockholder account information, mail Series stockholder reports and Series
prospectuses.

(d) Prepare and mail proxies and material for Fund
stockholder meetings, receive and process proxies from stockholders, and
deliver such proxies as directed by the Fund.

(e) Administer investment plans offered by the Fund to
investor and Series stockholders, including activities not otherwise provided
in Section I through V of this Agreement.

VII. PERFORMANCE OF DUTIES

7.1 The parties hereto intend that Series stockholders and their
stockholdings shall be confidential, and any information relating thereto shall
be released by DSC only to those persons or authorities who DSC has reason to
believe are authorized to receive such information; or, as instructed by the
Fund.

7.2 DSC may, in performing this Agreement, require the Fund or the
Fund's distributor to provide it with an adequate number of copies of
prospectuses, reports or other documents required to be furnished to investors
or stockholders.

7.3 DSC may request or receive instructions from the Fund and may,
at the Fund's expense, consult with counsel for the Fund or its own counsel
with respect to any matter arising in connection with the performance of its
duties hereunder, and shall not be liable for any action taken or omitted by it
in good faith in accordance with such instructions or opinions of counsel.

7.4 DSC shall maintain reasonable insurance coverage for errors
and omissions and reasonable bond coverage for fraud.

7.5 Upon notice thereof to the Fund, DSC may employ others to
provide services to DSC in its performance of this Agreement.

-7-
<PAGE> 8
7.6 Personnel and facilities of DSC used to perform services
hereunder may be used to perform similar services to other funds of the
Delaware Group and to others, and may be used to perform other services for the
Fund, the other funds of the Delaware Group and others.

7.7 DSC shall provide its services as transfer agent hereunder in
accordance with Section 17 of the Securities Exchange Act of 1934, and the
rules and regulations thereunder. Further, the parties intend that the
processes, procedures, safeguards and controls employed should be those
generally applied and accepted for the type services provided hereunder by
other institutions providing the same or similar services, and, those which
should provide efficient, safe and economical services so as to promote
promptness and accuracy and to maintain the integrity of the Fund's records.

7.8 The Fund and DSC may, from time to time, set forth in writing
Guidelines For Selective Procedures to be applicable to the services hereunder.

VIII. COMPENSATION

8.1 The Fund and DSC acknowledge that because DSC has common
ownership and close management ties with the Fund's investment advisor and the
Fund's distributor and serves the other funds of the Delaware Group (DSC having
been originally established to provide the services hereunder for the funds of
the Delaware Group), advantages and benefits to the Fund in the employment of
DSC hereunder can be available which may not generally be available to it from
others providing similar services.

8.2 The Fund and DSC further acknowledge that the compensation by
the Fund to DSC is intended to induce DSC to provide services under this
Agreement of a nature and quality which the Board of Directors of the Fund,
including a majority who are not parties to this Agreement or interested person
of the parties hereto, has determined after due consideration to be necessary
for the conduct of the business of the Fund, in the best interests of the Fund,
the Series and its stockholders.

8.3 Compensation by the Fund to DSC hereunder shall be determined
in accordance with Schedule A hereto as it shall be amended from time to time
as provided for herein and which is incorporated herein as a part hereof.

-8-
<PAGE> 9
8.4 Compensation as provided in Schedule A shall be reviewed and
approved in the manner set forth in Section 10.1 hereof by the Board of
Directors of the

Fund at least annually and may be reviewed and approved more frequently at the
request of either party. The Board may request, and DSC shall provide, such
information as the Board may reasonably require to evaluate the basis of and
approve the compensation.

IX. STANDARD OF CARE

9.1 The Fund acknowledges that DSC shall not be liable for, and in
the absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of the performance of its duties under this Agreement, agrees to
indemnify DSC against, any claim or deficiency arising from the performance of
DSC's duties hereunder, including DSC's costs, counsel fees and expenses
incurred in investigating or defending any such claim or any administrative or
other proceeding, and acknowledges that any risk of loss or damage arising from
the conduct of the Fund's affairs in accordance herewith or in accordance with
Guidelines or instructions given hereunder, shall be borne by the Fund.

X. CONTRACTUAL STATUS

10.1 This Agreement shall be executed and become effective on the
date first written above if approved by a vote of the Board of Directors of the
Fund, including an affirmative vote of a majority of the non-interested members
of the Board, cast in person at a meeting called for the purpose of voting on
such approval. It shall continue in effect for an indeterminate period, and is
subject to termination on sixty (60) days notice by either party unless earlier
terminated or amended by agreement among the parties. Compensation under this
Agreement shall require approval by a majority vote of the Board of Directors
of the Fund, including an affirmative vote of the majority of the
non-interested members of the Board cast in person at a meeting called for the
purpose of voting on such approval.

-9-
<PAGE> 10
10.2 This Agreement may not be assigned without the approval of the
Fund.

10.3 This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania.

DELAWARE SERVICE COMPANY, INC.

/s/Joseph J. Daniero
--------------------
Joseph J. Daniero

ATTEST:/s/George M. Chamberlain
------------------------
George M. Chamberlain

DELAWARE GROUP PREMIUM FUND INC.
FOR THE MONEY MARKET SERIES

/s/Wayne A. Stork
-----------------
Wayne A. Stork

ATTEST:/s/Stephen C. Beach
-------------------
Stephen C. Beach

-10-
<PAGE> 11
SCHEDULE A
COMPENSATION

For the period commencing with the public offering of Delaware Group Premium
Fund, Inc. (the "Fund"), Delaware Service Company's ("DSC") compensation will
be $50,000 annually. DSC will bill, and the Fund will pay, such compensation
monthly ($4l66.67 per month) allocated among the current Series of the Fund
based on the relative percentage of assets of each Series at the time of
billing.

<PAGE> 12
SCHEDULE A
COMPENSATION

1. DSC will determine and report to the Fund, at least annually, the
compensation for services to be Provided to the Fund for DSC's
forthcoming fiscal year or period.

2. In determining such compensation, DSC will fix and report a fee to be
charged per account and/or per transaction, as may be applicable, for
services provided. DSC will bill, and the Fund will pay, such
compensation monthly.

3. The fee will consist of an annual per account charge coupled with a
series of transaction charges. These are as follows:

<TABLE>
<CAPTION>
A. ANNUAL CHARGE
-------------

<S> <C> <C>
Daily Dividend Funds $9.00 per annum

Other Funds $4.20 per annum

<CAPTION>
B. TRANSACTION CHARGE
------------------

TRANSACTION CHARGE
----------- ------
<S> <C> <C>

1. Dividend Payment $ 0.35

2. New Account 5.75

3. Purchase:
a. Wire 6.00
b. Money Market Automated 1.50
c. Other 2.25

4. Transfer 2.25

5. Certificate Issuance 2.00

6. Liquidation:
a. Wire 12.25
b. Draft .50
c. Money Market Regular 2.50
d. Daily Dividend Regular 6.00

7. Exchanges 7.00
</TABLE>

<PAGE> 1

DELAWARE GROUP PREMIUM FUND, INC.
AMENDED AND RESTATED SHAREHOLDERS SERVICES AGREEMENT

THIS AGREEMENT, made as of this 1st day of May, 1996 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, the GROWTH SERIES, the GLOBAL BOND SERIES, the
EMERGING GROWTH SERIES, the INTERNATIONAL EQUITY SERIES and the VALUE SERIES
(collectively "the Series"), and DELAWARE SERVICE COMPANY, INC. ("DSC"), a
Delaware Corporation, each having its principal office and place of business at
1818 Market Street, Philadelphia, Pennsylvania 19103.

W I T N E S S E T H:

WHEREAS, the Investment Management Agreements between the Fund and
Delaware Management Company, Inc. and Delaware International Advisers Ltd.
provide that 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 shareholders; the payment of dividends; transfer of stock,
including issuance and redemption of shares; reports and notices to
stockholders; calling and holding of stockholder meetings; miscellaneous office
expenses; brokerage commissions; legal and accounting fees; taxes; and federal
and state registration fees; and

WHEREAS, the Fund and DSC desire to have a written agreement
concerning the

<PAGE> 2
performance of the foregoing services and providing compensation therefor; and

WHEREAS, the Fund and DSC desire to amend and restate their Amended
and Restated Shareholder Services Agreement dated as of December 13, 1993, to
include the Fund's new Series, the Global Bond Series.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth, and intending legally to be bound, it is agreed:

I. APPOINTMENT AS AGENT

1.2 The Fund shall pay DSC and DSC shall accept, for the services
provided hereunder, the compensation provided for in Section VIII hereof. The
Fund also shall reimburse DSC for expenses incurred or advanced by it for the
Fund in connection with its services hereunder.

II. DOCUMENTATION

(a) The Articles of Incorporation or other documents
evidencing the Fund's form of organization and any current amendments or
supplements thereto.

(b) The By-Laws of the Fund;

2
<PAGE> 3
(c) Any resolution or other action of the Fund or the
Board of Directors of the Fund establishing or affecting the rights, privileges
or other status of each class or series of shares of the Fund, or altering or
abolishing each such class or series;

(d) A certified copy of a resolution of the Board of
Directors of the Fund appointing DSC as Shareholder Services Agent for the
Series and authorizing the execution of this Agreement;

(e) The Form of share certificates of the Series in the
form approved by the Board of Directors of the Fund;

(f) A copy of the Fund's currently effective Prospectus
and Statement of Additional Information under the Securities Act of 1933, if
effective;

(g) Copies of all account application forms and other
documents relating to stockholder accounts in the Series;

(h) Copies of documents relating to Plans of the Fund for
the purchase, sale or repurchase of its shares, including periodic payment or
withdrawal plans, reinvestment plans or retirement plans;

(i) Any opinion of counsel to the Fund relating to the
authorization and validity of the shares of the Series issued or proposed to be
issued under the law of the State of the Fund's organization, including the
status thereof under any applicable securities laws;

(k) Any amendment, revocation or other documents
altering, adding,

3
<PAGE> 4
qualifying or repealing any document or authority called for under this Section
2.1.

2.2 The Fund and DSC may consult as to forms or documents that may
be required in performing services hereunder.

(a) A certified copy of any document authorizing or
effecting such change;

(b) Written instructions from an authorized officer
implementing such change; and

2.5 The Fund warrants the following:

(a) The Fund is, or will be, a properly registered
investment company under the Investment Company Act of 1940 and any and all
Series' shares which it issues will be properly registered and lawfully issued
under applicable federal and state laws.

4
<PAGE> 5
2.6 DSC warrants the following:

(a) DSC is and will be properly registered as a transfer
agent under the Securities and Exchange Act of 1934 and is duly authorized to
serve, and may lawfully serve as such.

(b) The provisions of this contract do not violate the terms of
any instrument by which DSC is bound; nor do they violate any law or regulation
of any body having jurisdiction over DSC or its property.

III. STOCK CERTIFICATES

3.2 DSC shall safeguard, and shall account to the Fund, upon its
demand for, all such stock certificates: (a) as issued, showing to whom issued,
or (b) as unissued, establishing the safekeeping, cancellation or destruction
thereof.

5
<PAGE> 6
DSC any approval, adoption or ratification as may be required by DSC.

IV. TRANSFER AGENT

4.1 As Transfer Agent for the Series, DSC shall issue, redeem and
transfer shares of the Series, and, in connection therewith but not in
limitation thereof, it shall:

(b) Upon proper transfer authorization, transfer shares
by debiting transferor-stockholder accounts and crediting such shares to
accounts created and/or maintained for transferee-stockholders; if applicable,
issue and/or cancel stock certificates.

6
<PAGE> 7
V. DIVIDEND DISBURSING AGENT

(a) Calculate the total disbursement due and payable and
the disbursement to each stockholder as to shares owned, in accordance with the
Fund's authorization.

(b) Calculate the total disbursements for each
stockholder, as aforesaid, to be disbursed in cash; prepare and mail checks
therefor.

(d) Prepare and mail or deliver such forms and notices
pertaining to disbursements as required by federal or state authority.

VI. SHAREHOLDER SERVICING AGENT

6.1 As Shareholder Servicing Agent for the Series, DSC shall
provide those services

7
<PAGE> 8
ancillary to, but in implementation of, the services provided under Sections I
through V hereof, and those generally defined and accepted as shareholder
services. In connection therewith, but not in limitation thereof, DSC shall:

(b) Receive, record and respond to communications of
stockholders and their agents.

(c) As instructed by the Fund, prepare and mail
stockholder account information, mail Series stockholder reports and Series
prospectuses.

(d) Prepare and mail proxies and material for Fund
stockholder meetings, receive and process proxies from stockholders, and
deliver such proxies as directed by the Fund.

(e) Administer investment plans offered by the Fund to
investor and Series stockholders, including activities not otherwise provided
in Section I through V of this Agreement.

VII. PERFORMANCE OF DUTIES

7.2 DSC may, in performing this Agreement, require the Fund or the
Fund's

8
<PAGE> 9
distributor to provide it with an adequate number of copies of prospectuses,
reports or other documents required to be furnished to investors or
stockholders.

7.4 DSC shall maintain reasonable insurance coverage for errors
and omissions and reasonable bond coverage for fraud.

7.5 Upon notice thereof to the Fund, DSC may employ others to
provide services to DSC in its performance of this Agreement.

7.6 Personnel and facilities of DSC used to perform services
hereunder may be used to perform similar services to other funds of the
Delaware Group and to others, and may be used to perform other services for the
Fund, the other funds of the Delaware Group and others.

7.7 DSC shall provide its services as transfer agent hereunder in
accordance with Section 17 of the Securities Exchange Act of 1934, and the
rules and regulations thereunder. Further, the parties intend that the
processes, procedures, safeguards and controls employed should be those
generally applied and accepted for the type "of" services provided hereunder by
other institutions providing the same or similar services, and, those which
should provide efficient, safe and economical services so as to promote
promptness and accuracy and to maintain the integrity of the Fund's records.

7.8 The Fund and DSC may, from time to time, set forth in writing
Guidelines For Selective Procedures to be applicable to the services hereunder.

9
<PAGE> 10
VIII. COMPENSATION

8.4 Compensation as provided in Schedule A shall be reviewed and
approved in the manner set forth in Section 10.1 hereof by the Board of
Directors of the Fund at least annually and may be reviewed and approved more
frequently at the request of either party. The Board may request, and DSC
shall provide, such information as the Board may reasonably require to evaluate
the basis of and approve the compensation.

10
<PAGE> 11
IX. STANDARD OF CARE

9.1 The Fund acknowledges that DSC shall not be liable for, and in
the absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of the performance of its duties under this Agreement, agrees to
indemnify DSC against, any claim or deficiency arising from the performance of
DSC's duties hereunder, including DSC's costs, counsel fees and expenses
incurred in investigation or defending any such claim or any administrative or
other proceeding, and acknowledges that any risk of loss or damage arising from
the conduct of the Fund's affairs in accordance herewith or in accordance with
Guidelines or instructions given hereunder, shall be borne by the Fund.

X. CONTRACTUAL STATUS

10.2 This Agreement may not be assigned without the approval of the
Fund.

11
<PAGE> 12
10.3 This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania.

<TABLE>
<S> <C>
DELAWARE SERVICE COMPANY, INC.

/s/Eric E. Miller /s/David K. Downes
ATTEST: By:
------------------------------------------------- ---------------------------------------------------------------
Title: Eric E. Miller David K. Downes
Vice President and Senior Vice President, Chief Administrative
Assistant Secretary Officer, Chief Financial Officer

DELAWARE GROUP PREMIUM FUND INC.

FOR THE: EQUITY/INCOME SERIES, HIGH YIELD SERIES, CAPITAL
RESERVES SERIES, MULTIPLE STRATEGY SERIES, GROWTH
SERIES, GLOBAL BOND SERIES, INTERNATIONAL EQUITY
SERIES, EMERGING GROWTH SERIES and VALUE SERIES

/s/John M. Zerr /s/Wayne A. Stork
ATTEST: By:
------------------------------------------------- ---------------------------------------------------------------
Title: John M. Zerr Wayne A. Stork
Vice President and Chairman, President and
Assistant Secretary Chief Executive Officer
</TABLE>

12
<PAGE> 13
SCHEDULE A

COMPENSATION

Delaware Service Company's ("DSC") compensation will be $50,000 annually. DSC
will bill, and the Delaware Group Premium Fund, Inc. ("Fund") will pay, such
compensation monthly ($4,166.67 per month) allocated among the Series of the
Fund based on the relative percentage of assets of each Series at the time of
billing and adjusted appropriately to reflect the length of time a particular
Series is in operation during any billing period.

<PAGE> 1

<PAGE>
PROPOSED AGREEMENT
SUBJECT TO BOARD APPROVAL

DELAWARE GROUP OF FUNDS

FUND ACCOUNTING AGREEMENT

THIS AGREEMENT, made as of this 19th day of August, 1996 by and between
the registered investment companies in the Delaware Group listed on Schedule A,
which Schedule may be amended from time to time as provided in Section 8 hereof
(each corporation or common law or business trust, hereinafter referred to as a
"Company," and all such entities collectively hereinafter referred to as, the
"Companies"), on behalf of the portfolio(s) of securities of such Companies
listed on Schedule A, which Schedule may be amended from time to time (when used
in this Agreement in the context of a Company that offers only a single
portfolio/series of shares, the term "Portfolio" shall be a reference to such
Company, and when used in the context of a Company that offers multiple
portfolios/series of shares, shall be a reference to each portfolio/series of
such Company) and DELAWARE SERVICE COMPANY, INC. ("DSC"), a Delaware
corporation, having its principal office and place of business at 1818 Market
Street, Philadelphia, Pennsylvania 19103.

W I T N E S S E T H:

WHEREAS, the Investment Management Agreements between the
Companies with respect to each Portfolio and either Delaware
Management Company, Inc. or its U.K. affiliate, Delaware

-2-

<PAGE>

International Advisers Ltd., provide, in part, that each Portfolio shall conduct
its business and affairs and shall bear the expenses necessary and incidental
thereto including, but not in limitation of the foregoing, the costs incurred
with respect to accounting services; and

WHEREAS, the services to be provided under this agreement
previously were provided by employees of the Companies; and

WHEREAS, the Companies and DSC desire to have a written agreement
concerning the performance of accounting services for each Portfolio and
providing compensation therefor;

NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth, and intending legally to be bound, it is agreed:

I. APPOINTMENT AS AGENT

Section 1.1 The Companies hereby appoint DSC the accounting
agent ("Accounting Agent") for all of the classes of each Portfolio, to provide
such accounting services as are set forth herein and DSC hereby accepts such
appointment and agrees to provide the Companies, as their agent, the services
described herein.

Section 1.2 The Companies shall pay DSC and DSC shall accept,
for the services provided hereunder, the compensation provided for in Section VI
hereof. The Companies

-3-

<PAGE>

also shall reimburse DSC for expenses incurred or advanced by it for the
Companies in connection with its services hereunder.

II. DOCUMENTATION

Section 2.1 Each Company represents that it has provided or
made available to DSC (or has given DSC an opportunity to examine) copies of,
and, DSC represents that it has received from the Companies (or is otherwise
familiar with), the following documents:

A. The Articles of Incorporation or Agreement and
Declaration of Trust or other document, as relevant, evidencing each Company's
form of organization and any current amendments thereto;

B. The By-Laws or Procedural Guidelines of each
Company;

C. Any resolution or other action of each Company or
the Board of Directors or Trustees of each Company establishing or affecting the
rights, privileges or other status of any class of shares of a Portfolio, or
altering or abolishing any such class;

D. A certified copy of a resolution of the Board of
Directors or Trustees of each Company appointing DSC as Accounting Agent for
each Portfolio and authorizing the execution of this Agreement or an amendment
to Schedule A of this Agreement;

-4-

<PAGE>

E. A copy of each Company's currently effective
prospectus[es] and Statement[s] of Additional Information under the Securities
Act of 1933, if effective;

F. A certified copy of any resolution of the Board of
Directors or Trustees of each Company authorizing any person to give
instructions to DSC under this Agreement (with a specimen signature of such
person if not already provided), setting forth the scope of such authority; and

G. Any amendment, revocation or other document
altering, adding, qualifying or repealing any document or authority called for
under this Section 2.1.

Section 2.2 Each Company and DSC may consult as to forms or
documents that may be required in performing services hereunder.

Section 2.3 Each Company warrants the following:

A. The Company is, or will be, a properly registered
investment company under the Investment Company Act of 1940 (the "1940 Act") and
any and all shares of a Portfolio which it issues will be properly registered
and lawfully issued under applicable federal and state laws.

B. The provisions of this contract do not violate the
terms of any instrument by which the Company or the Company on behalf of a
Portfolio is bound; nor do they violate any law or regulation of any body having
jurisdiction over the Company or its property.

Section 2.4 DSC warrants the following:

-5-

<PAGE>

A. The provisions of this contract do not violate the
terms of any instrument by which DSC is bound; nor do they violate any law or
regulation of any body having jurisdiction over DSC or its property.

III. SERVICES TO BE PROVIDED BY DSC

Section 3.1 Daily Net Asset Value ("NAV") Calculation. As
Accounting Agent for each Portfolio of the Companies, DSC will perform all
functions necessary to provide daily Portfolio NAV calculations, including:

A. Maintaining each Portfolio's securities portfolio
history by:

1. recording portfolio purchases and sales;

2. recording corporate actions and capital
changes relating to portfolio securities;

3. accruing interest, dividends and
expenses; and

4. maintaining the income history for
securities purchased by a Portfolio.

B. Determining distributions to Portfolio
shareholders;

C. Recording and reconciling shareholder activity
including:

1. recording subscription, liquidations and
dividend reinvestments;

-6-

<PAGE>

2. recording settlements of shareholder
activity; and

3. reconciling Portfolio shares outstanding
to the records maintained by DSC, as transfer agent of the Portfolio.

D. Valuing a Portfolio's securities portfolio which
includes determining the NAVs for all classes of the Portfolio;

E. Disseminating Portfolio NAVs and dividends to
interested parties (including the National Association of Securities Dealers
Automated Quotation System ("NASDAQ"), the Investment Company Institute ("ICI"),
Morningstar, and Lipper Analytical Services, Inc. ("Lipper")); and

F. Resolving pricing and/or custody discrepancies.

Section 3.2 Financial Reporting. As Accounting Agent, DSC
shall perform financial reporting services for each Portfolio, which shall
include:

A. The preparation of semi-annual and annual reports
for shareholders which involves the performance of the following functions:

1. preparing all statements of net assets,
statements of operations and statements of changes in net assets for the
Portfolio;

-7-

<PAGE>

2. preparing footnotes to financial
statements for the Portfolio;

3. preparing workpapers for each Company's
annual audit by its independent public accountants; and

4. coordinating the annual audit by each
Company's independent public accountants.

B. Reporting to the ICI in response to requests for
monthly and other periodic information;

C. Performing statistical reporting, which includes
daily, monthly, quarterly and annual reports for Lipper, Weisenberger and other
third party reporting agencies; and

D. Furnishing financial information for any
additional required SEC reporting, such as the preparation of financial
information for each Company's reporting on Form N-SAR, the furnishing of
financial information for each Company's prospectus[es] and statement[s] of
additional information, and the financial information required for each
Company's annual Rule 24f-2 notice filing;

Section 3.3 Compliance Testing. DSC will monitor, test and
prepare and maintain supporting schedules which evidence compliance with the
definitional and distribution requirements under the Internal Revenue Code of
1986, as amended ("IRC"), including the following:

-8-

<PAGE>

A. The requirement to be registered at all times
during the taxable year under the 1940 Act (IRC ss.851(a));

B. The annual ninety percent gross income test (IRC
ss.851(b)(2));

C. The short/short (thirty percent) gross income test
(IRC ss.851(b)(3));

D. The quarterly IRC industry diversification tests
(IRC ss.ss.851(b)(4) and 817(h)); and

E. The 90% distribution requirements (IRC ss.852(a)).

Section 3.4 Other Services. In addition to the above, DSC, in
its capacity as Accounting Agent for the Company, will perform the following
services:

A. The calculation of required Portfolio monthly
yields and total return calculations in accordance with the prescribed rules of
the U.S. Securities and Exchange Commission;

B. Providing the financial information necessary for
the preparation of all federal and state tax returns and ancillary schedules,
including:

1. year-end excise tax distributions; and

2. compliance with Subchapter M and Section
4982 of the IRC;

-9-

<PAGE>

C. Performing special tax reporting to shareholders,
including the preparation of reports which reflect income earned by each
Portfolio by state, exempt income and distributions that qualify for the
corporate dividends received deduction;

D. The preparation of expense and budget figures for
each Portfolio, including the maintenance of detailed records pertaining to
expense accruals and payments and adjusting reports to reflect accrual
adjustments;

E. The preparation of reports for Board of Directors'
or Trustees' meetings;

F. Coordination of the custody relationships;

G. Facilitating security settlements;

H. Performance of required foreign security
accounting functions;

I. Performance of daily cash reconciliations for each
Portfolio;

J. Providing identified reports to portfolio managers
including:

1. providing portfolio holdings and security
valuation reports;

2. preparing cash forecasts and
reconciliations as mutually agreed upon; and

3. preparing income projections.

-10-

<PAGE>

IV. PERFORMANCE OF DUTIES
Section 4.1 DSC may request or receive instructions from a
Company and may, at a Portfolio's expense, consult with counsel for the Company
or its own counsel, with respect to any matter arising in connection with the
performance of its duties hereunder, and shall not be liable for any action
taken or omitted by it in good faith in accordance with such instructions or
opinions of counsel.

Section 4.2 DSC shall maintain reasonable insurance coverage
for errors and omissions and reasonable bond coverage for fraud.

Section 4.3 Upon notice thereof to a Company, DSC may employ
others to provide services to DSC in its performance of this Agreement.

Section 4.4 Personnel and facilities of DSC used to perform
services hereunder may be used to perform similar services to all Companies of
the Delaware Group and their Portfolios and to others, and may be used to
perform other services for all of the Companies of the Delaware Group and
others.

Section 4.5 The Companies and DSC may, from time to time, set
forth in writing at the Companies' expense certain guidelines to be applicable
to the services hereunder.

-11-

<PAGE>

V. ACCOUNTS AND RECORDS

Section 5.1 The parties hereto agree and acknowledge that the
accounts and records maintained by DSC with respect to a Portfolio shall be the
property of such Portfolio, and shall be made available to the relevant Company
promptly upon request and shall be maintained for the periods prescribed in Rule
31a-2 under the Investment Company Act of 1940 or such longer period as shall be
agreed to by the parties hereto, at such Portfolio's expense.

VI. COMPENSATION

Section 6.1 The Companies and DSC acknowledge that the
compensation to be paid hereunder to DSC is intended to induce DSC to provide
services under this Agreement of a nature and quality which the Boards of
Directors or Trustees of the Companies, including a majority who are not parties
to this Agreement or interested person of the parties hereto, have determined
after due consideration to be necessary for the conduct of the business of a
Portfolio in the best interests of a Portfolio and its shareholders.

Section 6.2 Compensation by a Portfolio hereunder shall be
determined in accordance with Schedule B hereto as it shall be amended from time
to time as provided for herein and which is incorporated herein as a part
hereof.

Section 6.3 Compensation as provided in Schedule B shall be
reviewed and approved for each Portfolio in the manner

-12-

<PAGE>

set forth in Section 8.1 hereof by the Boards of Directors or Trustees of the
Companies at least annually and may be reviewed and approved more frequently at
the request of either party. The Boards may request and DSC shall provide such
information as the Boards may reasonably require to evaluate the basis of and
approve the compensation.

VII. STANDARD OF CARE

Section 7.1 The Companies on behalf of each Portfolio
acknowledge that DSC shall not be liable for, and in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of the
performance of its duties under this contract, agree to indemnify DSC against,
any claim or deficiency arising from the performance of DSC's duties hereunder,
including DSC's costs, counsel fees and expenses incurred in investigating or
defending any such claim or any administrative or other proceeding, and
acknowledge that any risk of loss or damage arising from the conduct of a
Portfolio's affairs in accordance herewith or in accordance with guidelines or
instructions given hereunder, shall be borne by the Portfolio. The
indemnification provided for in this Section 7.1 shall be made Portfolio by
Portfolio so that DSC is only entitled to indemnification from a Company on
behalf of a Portfolio for actions arising from the performance of DSC's duties
as to that Portfolio.

-13-

<PAGE>

VIII. CONTRACTUAL STATUS

Section 8.1 This Agreement shall be executed and become
effective as to a Company with regard to a Portfolio listed on Schedule A as of
the date first written above if approved by a vote of such Company's Board of
Directors or Trustees, including an affirmative vote of a majority of the non-
interested members of the Board of such Company, cast in person at a meeting
called for the purpose of voting on such approval. It shall continue in effect
for an indeterminate period, and is subject to termination as to a Company on
behalf of a Portfolio or DSC, as the case may be, on sixty (60) days notice by
either that Company or DSC, unless earlier terminated or amended by agreement
among the parties. A Company shall be permitted to terminate this Agreement as
to a Portfolio on sixty (60) days notice to DSC. Compensation under this
Agreement by a Portfolio shall require approval by a majority vote of the Board
of Directors or Trustees of such Portfolio's Company, including an affirmative
vote of the majority of the non-interested members of such Board cast in person
at a meeting called for the purpose of voting such approval.

Section 8.2 This Agreement shall become effective as to any
Company or Portfolio not included on Schedule A as of the date first written
above, but desiring to participate in this Agreement, on such date as an amended
Schedule A adding such new Company or Portfolio to such Schedule is executed by
DSC and such new Company or a Company on behalf of a new Portfolio following

-14-

<PAGE>

approval by the Company or by the Company on behalf of a new Portfolio desiring
to be included in this Agreement in accordance with the method specified in
Section 8.1. Any such amended Schedule A shall not affect the validity of this
Agreement as between DSC and the other Companies which have executed this
Agreement or any subsequent amendment to Schedule A of this Agreement.

Section 8.3 This Agreement may not be assigned by DSC without
the approval of all of the Companies.

Section 8.4 This Agreement shall be governed by the laws of
the Commonwealth of Pennsylvania.

DELAWARE SERVICE COMPANY, INC.

/s/ David K. Downes
By:_____________________________________
David K. Downes
Senior Vice President/Chief
Administrative Officer/Chief
Financial Officer

DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP DECATUR FUND, INC.
DELAWARE GROUP DELAWARE FUND, INC.
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX-FREE MONEY FUND, INC.
DELAWARE GROUP LIMITED-TERM GOVERNMENT
FUNDS, INC.
DELAWARE GROUP TREND FUND, INC.
DELAWARE GROUP DELCHESTER HIGH-YIELD
BOND FUND, INC.
DMC TAX-FREE INCOME TRUST - PENNSYLVANIA
DELAWARE GROUP VALUE FUND, INC.
DELAWARE GROUP GLOBAL & INTERNATIONAL
FUNDS, INC.

-15-

<PAGE>

DELAWARE GROUP DELCAP FUND, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP ADVISER FUNDS, INC.

/s/Wayne A. Stork
By:_____________________________________
Wayne A. Stork
Chairman, President and
Chief Executive Officer

DELAWARE POOLED TRUST, INC.

/s/ Wayne A. Stork
By:_____________________________________
Wayne A. Stork, Chairman

-16-

<PAGE>

SCHEDULE A

COMPANIES AND PORTFOLIOS COMPRISING THE DELAWARE GROUP*

Delaware Group Cash Reserve, Inc.

Delaware Group Decatur Fund, Inc.

Decatur Income Fund
Decatur Total Return Fund

Delaware Group Delaware Fund, Inc.

Delaware Fund
Devon Fund

Delaware Group Tax-Free Fund, Inc.

Tax-Free USA Fund
Tax-Free Insured Fund
Tax-Free USA Intermediate Fund

Delaware Group Tax-Free Money Fund, Inc.

Delaware Group Limited-Term Government Funds, Inc.

Limited-Term Government Fund
U.S. Government Money Fund

Delaware Group Trend Fund, Inc.

Delaware Group Delchester High-Yield Bond Fund, Inc.

- --------
* Except as otherwise noted, all Portfolios included on this Schedule A are
Existing Portfolios for purposes of the compensation described on Schedule B to
that Fund Accounting Agreement between Delaware Service Company, Inc. and the
Delaware Group of Funds dated as of August 19, 1996 ("Agreement"). All
Portfolios added to this Schedule A by amendment executed by a Company on behalf
of such Portfolio hereof shall be a New Portfolio for purposes of Schedule B to
the Agreement.

-17-

<PAGE>

DMC Tax-Free Income Trust - Pennsylvania

Delaware Group Value Fund, Inc.

Delaware Group Global & International Funds, Inc.

International Equity Fund
Global Bond Fund
Global Assets Fund
Emerging Markets Fund (New)

Delaware Group DelCap Fund, Inc.

Delaware Pooled Trust, Inc.

The Defensive Equity Portfolio
The Aggressive Growth Portfolio
The International Equity Portfolio
The Defensive Equity Small/Mid-Cap Portfolio (New)
The Defensive Equity Utility Portfolio (New)
The Labor Select International Equity Portfolio
The Real Estate Investment Trust Portfolio
The Fixed Income Portfolio
The Limited-Term Maturity Portfolio (New)
The Global Fixed Income Portfolio
The International Fixed Income Portfolio (New)
The High-Yield Bond Portfolio (New)

Delaware Group Premium Fund, Inc.

Equity/Income Series
High Yield Series
Capital Reserves Series
Money Market Series
Growth Series
Multiple Strategy Series
International Equity Series
Value Series
Emerging Growth Series
Global Bond Series (New)

Delaware Group Government Fund, Inc.

-18-

<PAGE>

Delaware Group Adviser Funds, Inc.

Enterprise Fund
U.S. Growth Fund
World Growth Fund
New Pacific Fund
Federal Bond Fund
Corporate Income Fund

Dated as of: August 19, 1996

-19-

<PAGE>

SCHEDULE B

COMPENSATION

Fee Schedule for The Delaware Group of Funds

Part 1 -- Fees for Existing Portfolios

Existing Portfolios are those so designated on Schedule A to the Fund Accounting
Agreement between Delaware Service Company, Inc. and the Delaware Group of Funds
dated as of August 19, 1996 ("Agreement").

Annual Asset Based Fees

First $10 Billion of Aggregate
Complex Net Assets 2.5 Basis Points
Aggregate Complex Net Assets
over $10 Billion 2.0 Basis Points

Annual asset based fees will be charged at a rate of 2.5 basis points for the
first $10 Billion of Aggregate Complex Net Assets. Aggregate Complex Net Assets
over $10 Billion will be charged at a rate of 2.0 basis points. These fees will
be charged to a Portfolio on an aggregated pro rated basis.

Annual Minimum Fees

Domestic Equity Portfolio $35,000
Domestic Fixed Income Portfolio $45,000
International Series Portfolio $70,000
Per Class of Share Fee $ 4,000

There is an annual minimum fee that will be charged only if the annual asset
based fee is less than the calculation for the minimum fee. This fee is based on
the type and the number of classes per Portfolio. For an equity Portfolio
$35,000 will be charged; for a fixed income Portfolio $45,000 will be charged,
and for an international Portfolio $70,000 will be charged. For each class of
shares, $4,000 will be charged, such amount to be prorated over a period of less
than a year for any classes added after April 30, 1996. A total of all minimum
fees will be compared to the total asset based fee to determine which fee is
higher and, subsequently, will be used to bill the Companies.

Part 2 -- Fees for New Portfolios

For each Portfolio designated as a New Portfolio on Schedule A to the Agreement,
there will be a fee of 2.0 basis points, providing that the Delaware complex net
assets are above $10 Billion (the

<PAGE>

rate would be 2.5 basis points if under $10 Billion and then 2.0 basis points
once the net assets cross $10 Billion), or an annual minimum fee calculated in
the manner described above, whichever is higher. This new fee would be added to
the total of Existing Portfolio fees and then pro rated. Fees shall not be
charged for New Portfolios included on Schedule A until such Portfolios shall
have commenced operations.

Dated as of: August 19, 1996

-21-

<PAGE> 1

EX-99.B11

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 9, 1996 in
the Post-Effective Amendment No. 18 to the Registration Statement (Form N-1A)
(No. 33-14363) of Delaware Group Premium Funds, Inc.

/s/ ERNST & YOUNG LLP
-------------------------
ERNST & YOUNG LLP

Philadelphia, Pennsylvania
October 23, 1996

<PAGE> 1

Ex-99.B16B

DELAWARE PREMIUM GLOBAL BOND
TOTAL RETURN PERFORMANCE
INCEPTION

- --------------------------------------------------------------------------------

Initial Investment $1,000.00
Beginning OFFER $10.00
Initial Shares 100.000

<TABLE>
<CAPTION>
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1996 100.000 $0.120 1.166 101.166
- --------------------------------------------------------------------------------

Ending Shares 101.166
Ending NAV x $10.55
---------
Investment Return: $1,067.30

Total Return Performance
- ------------------------
Investment Return $1,067.30
Less Initial Investment $1,000.00
---------
$67.30 / $1,000.00 x 100

Total Return: 6.73%
</TABLE>

<ARTICLE> 6
<CIK> 0000814230
<NAME> DELAWARE GROUP PREMIUM FUND, INC.
<SERIES>
<NUMBER> 001
<NAME> EQUITY/INCOME SERIES

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 110,582,827
<INVESTMENTS-AT-VALUE> 122,648,624
<RECEIVABLES> 722,698
<ASSETS-OTHER> 233,723
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 123,605,045
<PAYABLE-FOR-SECURITIES> 755,397
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 202,519
<TOTAL-LIABILITIES> 957,916
<SENIOR-EQUITY> 85,265
<PAID-IN-CAPITAL-COMMON> 100,624,003
<SHARES-COMMON-STOCK> 8,526,502
<SHARES-COMMON-PRIOR> 7,348,563
<ACCUMULATED-NII-CURRENT> 807,318
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 9,064,746
<OVERDISTRIBUTION-GAINS> 0
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<REALIZED-GAINS-CURRENT> 9,197,446
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<SHARES-REINVESTED> 775,633
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</TABLE>

<ARTICLE> 6
<CIK> 0000814230
<NAME> DELAWARE GROUP PREMIUM FUND, INC.
<SERIES>
<NUMBER> 002
<NAME> HIGH YIELD SERIES

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 56,324,867
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<PAID-IN-CAPITAL-COMMON> 58,662,442
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<ACCUMULATED-NII-CURRENT> 6,035
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<ACCUMULATED-NET-GAINS> (3,406,015)
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<NET-ASSETS> 55,849,867
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<EXPENSES-NET> 192,083
<NET-INVESTMENT-INCOME> 2,658,390
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<APPREC-INCREASE-CURRENT> (1,114,405)
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<NUMBER-OF-SHARES-SOLD> 627,608
<NUMBER-OF-SHARES-REDEEMED> 926,545
<SHARES-REINVESTED> 297,384
<NET-CHANGE-IN-ASSETS> (755,087)
<ACCUMULATED-NII-PRIOR> 0
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<AVERAGE-NET-ASSETS> 56,137,621
<PER-SHARE-NAV-BEGIN> 8.940
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</TABLE>

<ARTICLE> 6
<CIK> 0000814230
<NAME> DELAWARE GROUP PREMIUM FUND, INC.
<SERIES>
<NUMBER> 003
<NAME> CAPITAL RESERVES SERIES

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 26,141,183
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<SENIOR-EQUITY> 27,885
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<SHARES-COMMON-PRIOR> 2,812,927
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (1,542,081)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (147,400)
<NET-ASSETS> 26,757,618
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 971,487
<OTHER-INCOME> 0
<EXPENSES-NET> 98,006
<NET-INVESTMENT-INCOME> 873,481
<REALIZED-GAINS-CURRENT> (211,404)
<APPREC-INCREASE-CURRENT> (745,735)
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<NUMBER-OF-SHARES-SOLD> 221,205
<NUMBER-OF-SHARES-REDEEMED> 335,489
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<NET-CHANGE-IN-ASSETS> (1,177,121)
<ACCUMULATED-NII-PRIOR> 0
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<GROSS-EXPENSE> 98,006
<AVERAGE-NET-ASSETS> 27,517,218
<PER-SHARE-NAV-BEGIN> 9.930
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</TABLE>

<ARTICLE> 6
<CIK> 0000814230
<NAME> DELAWARE GROUP PREMIUM FUND, INC.
<SERIES>
<NUMBER> 004
<NAME> MULTIPLE STRATEGY SERIES

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 58,474,786
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<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 336,416
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<TOTAL-LIABILITIES> 684,743
<SENIOR-EQUITY> 43,842
<PAID-IN-CAPITAL-COMMON> 55,635,659
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<OVERDISTRIBUTION-GAINS> 0
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<NET-ASSETS> 66,928,854
<DIVIDEND-INCOME> 565,820
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<NET-INVESTMENT-INCOME> 1,176,453
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<APPREC-INCREASE-CURRENT> (1,022,206)
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<NUMBER-OF-SHARES-SOLD> 229,220
<NUMBER-OF-SHARES-REDEEMED> 228,064
<SHARES-REINVESTED> 303,446
<NET-CHANGE-IN-ASSETS> 3,713,678
<ACCUMULATED-NII-PRIOR> 1,545,561
<ACCUMULATED-GAINS-PRIOR> 2,669,241
<OVERDISTRIB-NII-PRIOR> 0
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<GROSS-ADVISORY-FEES> 193,612
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 210,964
<AVERAGE-NET-ASSETS> 64,742,701
<PER-SHARE-NAV-BEGIN> 15.500
<PER-SHARE-NII> 0.267
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<PER-SHARE-NAV-END> 15.270
<EXPENSE-RATIO> 0.660
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000

</TABLE>

<ARTICLE> 6
<CIK> 0000814230
<NAME> DELAWARE GROUP PREMIUM FUND, INC
<SERIES>
<NUMBER> 005
<NAME> MONEY MARKET SERIES

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 21,017,224
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<RECEIVABLES> 65,315
<ASSETS-OTHER> 0
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<TOTAL-ASSETS> 21,082,539
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<TOTAL-LIABILITIES> 140,277
<SENIOR-EQUITY> 20,942
<PAID-IN-CAPITAL-COMMON> 20,921,320
<SHARES-COMMON-STOCK> 2,094,226
<SHARES-COMMON-PRIOR> 1,633,818
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<NET-ASSETS> 20,942,262
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 507,800
<OTHER-INCOME> 0
<EXPENSES-NET> 56,208
<NET-INVESTMENT-INCOME> 451,592
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<NUMBER-OF-SHARES-SOLD> 2,283,372
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<AVERAGE-NET-ASSETS> 18,888,515
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.24
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<EXPENSE-RATIO> 0.60
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 0000814230
<NAME> DELAWARE GROUP PREMIUM FUND, INC.
<SERIES>
<NUMBER> 006
<NAME> GROWTH SERIES

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 53,797,645
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<RECEIVABLES> 8,663,423
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<TOTAL-LIABILITIES> 8,865,015
<SENIOR-EQUITY> 42,810
<PAID-IN-CAPITAL-COMMON> 49,891,375
<SHARES-COMMON-STOCK> 4,280,988
<SHARES-COMMON-PRIOR> 3,840,882
<ACCUMULATED-NII-CURRENT> (94,579)
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<ACCUMULATED-NET-GAINS> 3,823,170
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 14,522,802
<NET-ASSETS> 68,185,580
<DIVIDEND-INCOME> 68,911
<INTEREST-INCOME> 93,019
<OTHER-INCOME> 0
<EXPENSES-NET> 252,332
<NET-INVESTMENT-INCOME> (90,402)
<REALIZED-GAINS-CURRENT> 3,916,585
<APPREC-INCREASE-CURRENT> 4,775,745
<NET-CHANGE-FROM-OPS> 8,601,928
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 270,847
<DISTRIBUTIONS-OF-GAINS> 4,585,060
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<NUMBER-OF-SHARES-SOLD> 461,918
<NUMBER-OF-SHARES-REDEEMED> 373,571
<SHARES-REINVESTED> 347,595
<NET-CHANGE-IN-ASSETS> 10,063,003
<ACCUMULATED-NII-PRIOR> 266,670
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<GROSS-ADVISORY-FEES> 237,962
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<AVERAGE-NET-ASSETS> 63,623,946
<PER-SHARE-NAV-BEGIN> 15.130
<PER-SHARE-NII> (0.032)
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<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 0000814230
<NAME> DELAWARE GROUP PREMIUM FUND, INC.
<SERIES>
<NUMBER> 007
<NAME> INTERNATIONAL EQUITY SERIES

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 91,285,625
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<TOTAL-ASSETS> 103,431,863
<PAYABLE-FOR-SECURITIES> 226,378
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<SENIOR-EQUITY> 74,851
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<SHARES-COMMON-PRIOR> 6,217,817
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<SHARES-REINVESTED> 265,574
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</TABLE>

<ARTICLE> 6
<CIK> 0000814230
<NAME> DELAWARE GROUP PREMIUM FUND, INC.
<SERIES>
<NUMBER> 008
<NAME> VALUE SERIES

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 14,328,216
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<TOTAL-ASSETS> 15,445,974
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<TOTAL-LIABILITIES> 115,419
<SENIOR-EQUITY> 11,913
<PAID-IN-CAPITAL-COMMON> 12,957,629
<SHARES-COMMON-STOCK> 1,191,287
<SHARES-COMMON-PRIOR> 956,504
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<DIVIDEND-INCOME> 104,774
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<EXPENSES-NET> 54,446
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<SHARES-REINVESTED> 54,502
<NET-CHANGE-IN-ASSETS> 3,401,245
<ACCUMULATED-NII-PRIOR> 181,687
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<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 0000814230
<NAME> DELAWARE GROUP PREMIUM FUND, INC
<SERIES>
<NUMBER> 009
<NAME> EMERGING GROWTH SERIES

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 27,908,735
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<SHARES-COMMON-PRIOR> 1,462,978
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<ACCUMULATED-NET-GAINS> 995,300
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 4,695,390
<NET-ASSETS> 32,803,235
<DIVIDEND-INCOME> 19,925
<INTEREST-INCOME> 114,256
<OTHER-INCOME> 0
<EXPENSES-NET> 94,527
<NET-INVESTMENT-INCOME> 39,654
<REALIZED-GAINS-CURRENT> 1,001,747
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<DISTRIBUTIONS-OF-INCOME> 39,654
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<NUMBER-OF-SHARES-SOLD> 1,042,889
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<SHARES-REINVESTED> 101,808
<NET-CHANGE-IN-ASSETS> 12,293,571
<ACCUMULATED-NII-PRIOR> 126,741
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<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 94,527
<AVERAGE-NET-ASSETS> 23,880,289
<PER-SHARE-NAV-BEGIN> 14.02
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<PER-SHARE-DISTRIBUTIONS> 0.09
<RETURNS-OF-CAPITAL> 0.80
<PER-SHARE-NAV-END> 15.15
<EXPENSE-RATIO> 0.80
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 0000814230
<NAME> DELAWARE GROUP PREMIUM FUND, INC.
<SERIES>
<NUMBER> 10
<NAME> GLOBAL BOND SERIES

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 3,518,902
<INVESTMENTS-AT-VALUE> 3,546,817
<RECEIVABLES> 113,461
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 7,050
<TOTAL-ASSETS> 3,667,328
<PAYABLE-FOR-SECURITIES> 126,970
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 5,701
<TOTAL-LIABILITIES> 132,671
<SENIOR-EQUITY> 3,486
<PAID-IN-CAPITAL-COMMON> 3,484,392
<SHARES-COMMON-STOCK> 348,646
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 14,997
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 4,958
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 26,824
<NET-ASSETS> 3,534,657
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 39,119
<OTHER-INCOME> 0
<EXPENSES-NET> 4,223
<NET-INVESTMENT-INCOME> 34,896
<REALIZED-GAINS-CURRENT> (4,512)
<APPREC-INCREASE-CURRENT> 26,824
<NET-CHANGE-FROM-OPS> 57,208
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 10,429
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 347,895
<NUMBER-OF-SHARES-REDEEMED> 278
<SHARES-REINVESTED> 1,029
<NET-CHANGE-IN-ASSETS> 3,534,657
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,978
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 7,437
<AVERAGE-NET-ASSETS> 3,231,712
<PER-SHARE-NAV-BEGIN> 10.000
<PER-SHARE-NII> 0.073
<PER-SHARE-GAIN-APPREC> 0.097
<PER-SHARE-DIVIDEND> 0.030
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.140
<EXPENSE-RATIO> 0.80
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 0000814230
<NAME> DELAWARE GROUP PREMIUM FUND, INC.
<SERIES>
<NUMBER> 010
<NAME> GLOBAL BOND SERIES

<S> <C>
<PERIOD-TYPE> 5-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<INVESTMENTS-AT-COST> 5,110,281
<INVESTMENTS-AT-VALUE> 5,264,188
<RECEIVABLES> 705,304
<ASSETS-OTHER> 6,401
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 5,975,893
<PAYABLE-FOR-SECURITIES> 522,000
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 36,305
<TOTAL-LIABILITIES> 558,305
<SENIOR-EQUITY> 5,147
<PAID-IN-CAPITAL-COMMON> 5,203,878
<SHARES-COMMON-STOCK> 514,734
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 40,011
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (5,524)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 153,907
<NET-ASSETS> 5,430,403
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 124,719
<OTHER-INCOME> 0
<EXPENSES-NET> 13,147
<NET-INVESTMENT-INCOME> 111,572
<REALIZED-GAINS-CURRENT> (5,524)
<APPREC-INCREASE-CURRENT> 167,028
<NET-CHANGE-FROM-OPS> 273,076
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 51,696
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 520,270
<NUMBER-OF-SHARES-REDEEMED> 9,061
<SHARES-REINVESTED> 3,525
<NET-CHANGE-IN-ASSETS> 5,430,403
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 12,373
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 20,863
<AVERAGE-NET-ASSETS> 3,981,586
<PER-SHARE-NAV-BEGIN> 10.000
<PER-SHARE-NII> 0.198
<PER-SHARE-GAIN-APPREC> 0.472
<PER-SHARE-DIVIDEND> 0.120
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.550
<EXPENSE-RATIO> 0.80
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>