<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
File No. 33-40991
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ X ]
Pre-Effective Amendment No. [ ]
--------
Post-Effective Amendment No. 9 [ X ]
--------
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ X ]
Amendment No. 9
------
DELAWARE POOLED TRUST, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
1818 Market Street, Philadelphia, Pennsylvania 19103
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (215) 751-2923
--------------
George M. Chamberlain, Jr., 1818 Market Street, Philadelphia, PA 19103
- --------------------------------------------------------------------------------
(Name and Address of Agent for Service)
Approximate Date of Public Offering: November 29, 1995
-----------------
It is proposed that this filing will become effective:
immediately upon filing pursuant to paragraph (b)
---------
X on November 29, 1995 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 December 28, 1994.
<PAGE>
Form N-1A
File No. 33-40991
Delaware Pooled Trust, Inc.
--- C O N T E N T S ---
This Post-Effective Amendment No. 9 to Registration File No. 33-40991
includes the following:
1. Facing Page
2. Contents Page
3. Cross-Reference Sheet
4. Part A - Prospectus
5. Part B - Statement of Additional Information
6. Part C - Other Information
7. Signatures
<PAGE>
Form N-1A
File No. 33-40991
Delaware Pooled Trust, Inc.
CROSS-REFERENCE SHEET
---------------------
PART A
------
<TABLE>
<CAPTION>
Item No. Description Location in Prospectus
- -------- ----------- ----------------------
<S> <C> <C>
1 Cover Page............................ Cover
2 Synopsis.............................. Delaware Pooled Trust Summary
3 Condensed Financial Information....... Financial Highlights
4 General Description of Registrant..... Investment Objectives, Policies
and Risk Considerations
5 Management of the Fund................ Management of the Fund
6 Capital Stock and Other Securities.... Dividends and Capital Gains
Distributions, Taxes
7 Purchase of Securities Being Offered.. Cover, Purchase of Shares,
Management of the Fund
8 Redemption or Repurchase.............. Purchase of Shares,
Redemption of Shares
9 Legal Proceedings..................... None
</TABLE>
<PAGE>
Form N-1A
File No. 33-40991
Delaware Pooled Trust, Inc.
PART B
------
<TABLE>
<CAPTION>
Item No. Description Location in Statement
- -------- ----------- of 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 Policies, Portfolio
Techniques and Risk
Considerations
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
Agreement, 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............ Purchasing Shares, Determining
Net Asset Value, Redemption
and Repurchase
20 Tax Status........................... Accounting and Tax Issues, Taxes
21 Underwriters......................... Purchasing Shares
22 Calculation of Performance Data...... Performance Information
23 Financial Statements................. Financial Statements
</TABLE>
<PAGE>
Form N-1A
File No. 33-40991
Delaware Pooled Trust, Inc.
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>
DELAWARE POOLED TRUST
---------------------
Delaware Pooled Trust, Inc. ("Fund") is a no-load, open-end management
investment company. The Fund consists of twelve portfolios (collectively, the
"Portfolios," or, individually, a "Portfolio") offering investment alternatives
for institutional clients. Investors may make investments in only one or in
more than one of the following Portfolios:
EQUITY ORIENTED FIXED INCOME ORIENTED
THE DEFENSIVE EQUITY PORTFOLIO THE FIXED INCOME PORTFOLIO
THE AGGRESSIVE GROWTH PORTFOLIO THE LIMITED-TERM MATURITY PORTFOLIO
THE INTERNATIONAL EQUITY PORTFOLIO THE GLOBAL FIXED INCOME PORTFOLIO
THE DEFENSIVE EQUITY SMALL/MID-CAP THE INTERNATIONAL FIXED INCOME
PORTFOLIO PORTFOLIO
THE DEFENSIVE EQUITY UTILITY PORTFOLIO THE HIGH-YIELD BOND PORTFOLIO
THE LABOR SELECT INTERNATIONAL EQUITY
PORTFOLIO
THE REAL ESTATE INVESTMENT TRUST PORTFOLIO
________________________________________________________________________________
The Fund is designed to meet the investment needs of discerning institutional
investors who desire experienced investment management and place a premium on
personal service.
The High-Yield Bond Portfolio of the Fund invests up to 100% of its assets in
lower rated fixed income securities, commonly known as "junk bonds," which
involve greater risks, including default risks, than higher rated fixed income
securities. Purchasers should carefully assess these risks before investing in
The High-Yield Bond Portfolio. See "INVESTMENT OBJECTIVES, POLICIES AND RISK
CONSIDERATIONS" and "ADDITIONAL INVESTMENT INFORMATION - HIGH-YIELD, HIGH
RISK SECURITIES."
This Prospectus is designed to set forth concisely the information about the
Fund that a prospective institutional client should know before investing and it
should be retained for future reference. Additional information about the Fund
is contained in a Statement of Additional Information dated November 29, 1995,
as it may be amended from time to time. That information is incorporated herein
by reference and is available without charge upon request from the Fund:
Delaware Pooled Trust, Inc.
One Commerce Square
2005 Market Street
Philadelphia, PA 19103
1-800-231-8002
________________________________________________________________________________
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
FUND EXPENSES....................................... 3
FINANCIAL HIGHLIGHTS................................ 6
DELAWARE POOLED TRUST SUMMARY....................... 9
FUND OFFICERS AND PORTFOLIO MANAGERS................ 11
RISK FACTORS........................................ 16
INVESTMENT OBJECTIVES, POLICIES AND RISK
CONSIDERATIONS.................................... 18
PURCHASE OF SHARES.................................. 33
REDEMPTION OF SHARES................................ 35
ADDITIONAL INVESTMENT INFORMATION................... 37
INVESTMENT LIMITATIONS.............................. 49
MANAGEMENT OF THE FUND.............................. 50
SHAREHOLDER SERVICES................................ 52
DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS........... 53
TAXES............................................... 53
PERFORMANCE INFORMATION............................. 56
APPENDIX A--RATINGS................................. 58
</TABLE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is:
November 29, 1995
-2-
<PAGE>
FUND EXPENSES
The following tables illustrate all expenses and fees that a shareholder of the
Fund can expect to incur. The purpose of the tables is to assist the investor
in understanding the various expenses that an investor in the Fund will bear
directly or indirectly. With respect to The Fixed Income Portfolio, The
Limited-Term Maturity Portfolio, The International Fixed Income Portfolio, The
Defensive Equity Small/Mid-Cap Portfolio, The Defensive Equity Utility
Portfolio, The Labor Select International Equity Portfolio, The Real Estate
Investment Trust Portfolio and The High-Yield Bond Portfolio, the amounts set
forth below under the heading "Other Expenses" are based on estimates for the
Portfolios' initial fiscal year in which they conduct operations. With respect
to The Defensive Equity Portfolio, The Aggressive Growth Portfolio, The
International Equity Portfolio and The Global Fixed
-3-
<PAGE>
Income Portfolio, the amounts set forth above under the heading "Other Expenses"
are based on actual results for the Portfolios' most recently completed fiscal
year.
<TABLE>
<CAPTION>
==================================================================================================================================
The The The The The Limited- The Global The
Defensive Aggressive International Fixed Term Maturity Fixed International
Shareholder Equity Growth Equity Income Portfolio Income Fixed Income
Transaction Expenses Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio
<S> <C> <C> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------------
Sales Charge Imposed on None None None None None None None
Purchases
- ----------------------------------------------------------------------------------------------------------------------------------
Sales Charge Imposed on
Reinvested Dividends None None None None None None None
- ----------------------------------------------------------------------------------------------------------------------------------
Redemption Fees None None None None None None None
- ----------------------------------------------------------------------------------------------------------------------------------
Exchange Fees None None None None None None None
==================================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
==================================================================================================================================
Annual Fund The The The The The Limited- The Global The
Operating Expenses Defensive Aggressive International Fixed Term Fixed International
(as a percentage of Equity Growth Equity Income Maturity Income Fixed Income
average net assets) Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Advisory Fees .39%* .55%* .71%* .32%* .22%* .33%* .02%*
After Voluntary Waiver and
Reimbursement
- ----------------------------------------------------------------------------------------------------------------------------------
12b-1 Fees None None None None None None None
- ----------------------------------------------------------------------------------------------------------------------------------
Other Expenses .29% .38% .23% .21% .21% .27% .58%
- ----------------------------------------------------------------------------------------------------------------------------------
Total Operating Expenses
After Voluntary Waiver and .68%* .93%* .94%* .53%* .43%* .60%* .60%*
Reimbursement
==================================================================================================================================
</TABLE>
* With respect to The Defensive Equity Portfolio, The Aggressive Growth
Portfolio, The Fixed Income Portfolio and The Limited-Term Maturity Portfolio,
Delaware Investment Advisers elected voluntarily to
-4-
<PAGE>
waive that portion, if any, of the annual Investment Advisory Fees payable by
a particular Portfolio and to reimburse a Portfolio for its expenses to the
extent necessary to ensure that the expenses of that Portfolio (exclusive of
taxes, interest, brokerage commissions and extraordinary expenses) do not
exceed, on an annualized basis, the amounts noted above during the period from
commencement of the public offering for the Portfolio through April 30, 1996.
Similarly, Delaware International Advisers Ltd. ("Delaware International"),
the investment adviser to The International Equity Portfolio, voluntarily
elected to waive that portion, if any, of its annual Investment Advisory Fees
and to reimburse the Portfolio for its expenses to the extent necessary to
ensure that the expenses of that Portfolio (exclusive of taxes, interest,
brokerage commissions and extraordinary expenses) do not exceed, on an
annualized basis, .96% during the period from commencement of the public
offering for the Portfolio through April 30, 1996. With respect to The Global
Fixed Income Portfolio and The International Fixed Income Portfolio, Delaware
International, the Portfolios' investment adviser, voluntarily elected to
waive that portion, if any, of its annual Investment Advisory Fees and to
reimburse each Portfolio for its expenses to the extent necessary to ensure
that the expenses of that Portfolio (exclusive of taxes, interest, brokerage
commissions and extraordinary expenses) do not exceed, on an annualized basis,
the amounts noted above during the period from commencement of the public
offering for the Portfolio through April 30, 1996. In the absence of such
voluntary waivers, Total Operating Expenses (as a percentage of average net
assets) are expected to equal 0.82%, 1.17%, 0.97%, 0.61%, 0.51%, 0.76% and
1.08%, respectively, for the Portfolios in the order they appear in the above
table. Other Expenses for The International Fixed Income Portfolio are
estimates derived from The Global Fixed Income Portfolio and assume the
voluntary waiver of fees will be in effect. See "MANAGEMENT OF THE FUND" for
a recital of the Investment Advisory Fees to which each adviser is entitled
under its Investment Management Agreement.
-5-
<PAGE>
<TABLE>
<CAPTION>
==================================================================================================================================
The Defensive The Labor The Real
Equity Small/ The Defensive Select Estate
Shareholder Mid-Cap Equity Utility International Investment The High-Yield
Transaction Expenses Portfolio Portfolio Equity Portfolio Trust Portfolio Bond Portfolio
<S> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------------
Sales Charge Imposed on Purchases None None None None None
- ----------------------------------------------------------------------------------------------------------------------------------
Sales Charge Imposed on Reinvested
Dividends None None None None None
- ----------------------------------------------------------------------------------------------------------------------------------
Redemption Fees None None None None None
- ----------------------------------------------------------------------------------------------------------------------------------
Exchange Fees None None None None None
==================================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
==================================================================================================================================
Annual Fund The Defensive The Labor The Real
Operating Expenses Equity Small/ The Defensive Select Estate
(as a percentage of Mid-Cap Equity Utility International Investment The High-Yield
average net assets) Portfolio Portfolio Equity Portfolio Trust Portfolio Bond Portfolio
<S> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Advisory Fees .65%** .35%** .75%** .75%** .45%**
- ----------------------------------------------------------------------------------------------------------------------------------
12b-1 Fees None None None None None
- ----------------------------------------------------------------------------------------------------------------------------------
Other Expenses .14% .14% .21% .14% .14%
- ----------------------------------------------------------------------------------------------------------------------------------
Total Operating Expenses After Voluntary
Waiver and Reinvestment .79%** .49%** .96%** .89%** .59%**
==================================================================================================================================
</TABLE>
** All expense figures are estimates assuming that each Portfolio has average
net assets equal to $75 million. With respect to The Defensive Equity
Small/Mid-Cap Portfolio, The Defensive Equity Utility Portfolio, The Real
Estate Investment Trust Portfolio and The High-Yield Bond Portfolio,
Delaware Investment Advisers has elected voluntarily to waive that portion,
if any, of the annual Investment Advisory Fee payable by such Portfolios and
to reimburse each Portfolio for its expenses to the extent necessary to
ensure that the expenses of each Portfolio (exclusive of taxes, interest,
brokerage commissions and extraordinary expenses) do not exceed, as a
percentage of average net assets, on an annualized basis, .79%, .49%, .89%
and .59%, respectively, during the period from the commencement of the
public offering of such Portfolios through October 31, 1996. Similarly,
Delaware International, the investment adviser to The Labor Select
International Equity Portfolio, has elected voluntarily to waive that
portion, if any, of the annual Investment Advisory Fee payable by The Labor
Select International Equity Portfolio and to reimburse the Portfolio for its
expenses to the extent necessary to ensure that the expenses of that
Portfolio (exclusive of taxes, interest, brokerage commissions and
extraordinary expenses) do not exceed, on an annualized basis, .96% of such
Portfolio's average net assets during the period from the commencement of
the public offering of the Portfolio through October 31, 1996. Other
Expenses for each of the Portfolios are estimated. See "MANAGEMENT OF THE
FUND" for a recital of the Investment Advisory Fees to which each adviser is
entitled under its Investment Management Agreement.
-6-
<PAGE>
The following example illustrates the expenses that you would incur on a $1,000
investment, assuming (1) a 5% annual rate of return, and (2) redemption at the
end of each time period. As noted in the table above, the Fund charges no
redemption fees.
<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
------- -------- ------- --------
<S> <C> <C> <C> <C>
The Defensive Equity Portfolio $ 7 $22 $38 $ 85
The Aggressive Growth Portfolio 9 30 51 114
The International Equity Portfolio 10 30 52 115
The Fixed Income Portfolio 5 17 30 66
The Limited-Term Maturity Portfolio 4 14 24 54
The Global Fixed Income Portfolio 6 19 33 75
The International Fixed Income Portfolio 6 19 33 75
<CAPTION>
1 year* 3 years*
------- --------
<S> <C> <C>
The Defensive Equity Small/Mid-Cap Portfolio $8 $25
The Defensive Equity Utility Portfolio $5 $16
The Labor Select International Equity Portfolio $10 $31
The Real Estate Investment Trust Portfolio $9 $28
The High-Yield Bond Portfolio $6 $19
</TABLE>
* Assumes net assets of each Portfolio equal to $75 million.
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES OR PERFORMANCE. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE
SHOWN.
________________________________________________________________________________
FINANCIAL HIGHLIGHTS
The following financial highlights from the initial offerings of The Defensive
Equity Portfolio, The Aggressive Growth Portfolio, The International Equity
Portfolio and The Global Fixed Income Portfolio through October 31, 1994 are
derived from the financial statements of each of those Portfolios of the Fund
and have been audited by Ernst & Young LLP, independent auditors. The data
should be read in conjunction with the financial statements, related notes, and
the report of Ernst & Young LLP covering such financial information and
highlights all of which are incorporated by reference into Part B. Further
information about The Defensive Equity, The Aggressive Growth, The International
Equity and The Global Fixed Income Portfolios' performance is contained in their
respective Annual Reports to shareholders. A copy of each Portfolio's Annual
Report (including the report of Ernst & Young LLP) may be obtained from the Fund
upon request at no charge. Except for the initial sale of shares to Delaware
Management Company, Inc., The Defensive Equity Small/Mid-Cap Portfolio, The
Defensive Equity Utility Portfolio, The Labor Select International Equity
Portfolio, The Real Estate Investment Trust Portfolio, The Fixed Income
Portfolio, The Limited-Term Maturity Portfolio, The International Fixed Income
Portfolio and The High-Yield Bond Portfolio have sold no shares to investors.
Consequently, no financial highlights are being supplied for these eight
Portfolios. Unaudited financial highlights for the six months ended April 30,
1995 for The Defensive Equity Portfolio, The Aggressive Growth Portfolio, The
International Equity Portfolio and The Global Fixed Income Portfolio are also
provided below.
________________________________________________________________________________
-7-
<PAGE>
<TABLE>
<CAPTION>
The Defensive
Equity Portfolio
----------------
Period
11/1/94 Period
through 2/3/92(2)
4/30/95(1) Year ended through
(Unaudited) 10/31/94 10/31/93 10/31/92
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period.... $13.0800 $12.7300 $10.6600 $10.0000
INCOME FROM INVESTMENT OPERATIONS
- ---------------------------------
Net Investment Income................... 0.1863 0.3203 0.2841 0.2291
Net Gains (Losses) on Securities
(both realized and unrealized)...... 0.8337 0.6527 2.3159 0.5109
--------- --------- --------- --------
Total From Investment Operations...... 1.0200 0.9730 2.6000 0.7400
--------- --------- --------- --------
LESS DISTRIBUTIONS
- ------------------
Dividends (from net investment income).. (0.2600) (0.2800) (0.3200) (0.0800)
Distributions (from capital gains)...... (0.4900) (0.3430) (0.2100) none
Returns of Capital...................... none none none none
---- ---- ---- ----
Total Distributions................... (0.7500) (0.6230) (0.5300) (0.0800)
--------- --------- --------- --------
Net Asset Value, End of Period.......... $ 13.3500 $ 13.0800 $ 12.7300 $10.6600
========= ========= ========= ========
- -----------------------------
TOTAL RETURN............................ 8.47% 7.96% 25.17%
- ------------ ========= ========= ========
- -----------------------------
- -----------------------------
RATIOS/SUPPLEMENTAL DATA
- ------------------------
Net Assets, End of Period
(000's omitted)........................ $54,123 $37,323 $13,418 $4,473
Ratio of Expenses to
Average Daily Net Assets............... 0.68%(3) 0.68%(3) 0.68%(3) 0.68%(3)
Ratio of Net Investment
Income to Average Daily
Net Assets............................. 3.50%(4) 3.26%(4) 2.90%(4) 3.65%(4)
Portfolio Turnover Rate................. 56% 73% 37% 28%
<CAPTION>
The Aggressive
Growth Portfolio
----------------
Period
11/1/94 Period
through 2/27/92(1)
4/30/95(1) Year ended through
(Unaudited) 10/31/94 10/31/93 10/31/92
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period.... $11.0100 $11.2000 $9.0400 $10.0000
INCOME FROM INVESTMENT OPERATIONS
- ---------------------------------
Net Investment Income................... 0.0258 0.0075 0.0181 0.0167
Net Gains (Losses) on Securities
(both realized and unrealized)...... 0.5022 0.0325 2.1589 (0.9767)
--------- --------- --------- --------
Total From Investment Operations...... 0.5280 0.0400 2.1770 (0.9600)
--------- --------- --------- --------
LESS DISTRIBUTIONS
- ------------------
Dividends (from net investment income).. (0.0120) (0.0200) (0.0170) none
Distributions (from capital gains)...... (0.2360) (0.2100) none none
Returns of Capital...................... none none none none
---- ---- ---- ----
Total Distributions................... (0.2480) (0.2300) (0.0170) none
--------- --------- --------- --------
Net Asset Value, End of Period.......... $ 11.2900 $ 11.0100 $ 11.2000 $ 9.0400
========= ========= ========= ========
- -----------------------------
TOTAL RETURN............................ 10.13% 5.01% 0.34% 24.10% (13.89%)
- ------------ ========= ========= ========= ========
- -----------------------------
- -----------------------------
RATIOS/SUPPLEMENTAL DATA The Aggressive Growth Portfolio
- ------------------------ --------------------------------------------
Net Assets, End of Period
(000's omitted)........................ $26,245 $22,640 $20,478 $4,538
Ratio of Expenses to
Average Daily Net Assets............... 0.93%(3) 0.93%(3) 0.93%(3) 0.93%(3)
Ratio of Net Investment
Income to Average Daily
Net Assets............................. 0.51%(4) 0.07%(4) 0.23%(4) 0.28%(4)
Portfolio Turnover Rate................. 54% 43% 81% 34%
</TABLE>
__________________
(1) Ratios have been annualized but total return has not been annualized.
(2) Date of initial sale; ratios and total return have been annualized.
(3) Ratio of expenses to average daily net assets prior to voluntary management
fee waiver was 0.73% for the six months ended 4/30/95, 0.82% for the year
ended 10/31/94, 1.38% for the year ended 10/31/93 and 2.38% for the period
ended 10/31/92 for The Defensive Equity Portfolio; 1.16% for the six months
ended 4/30/95, 1.17% for the year ended 10/31/94, 1.40% for the year ended
10/31/93 and 2.56% for the period ended 10/31/92 for The Aggressive Growth
Portfolio; 0.97% for the year ended 10/31/94 , 1.38% for the year ended
10/31/93 and 2.94% for the period ended 10/31/92 for the International
Equity Portfolio; and 0.65% for the six months ended 4/30/95, 0.76% for the
year ended 10/31/94 and 0.88% for the period ended 10/31/93 for The Global
Fixed Income Portfolio.
(4) Ratio of net investment income (loss) to average daily net assets prior to
voluntary management fee waiver was 3.45% for the six months ended 4/30/95,
3.12% for the year ended 10/31/94, 2.20% for the year ended 10/31/93 and
1.95% for the period ended 10/31/92 for The Defensive Equity Portfolio;
0.28% for the six months ended 4/30/95, (0.17%) for the year ended
10/31/94, (0.24%) for the year ended 10/31/93 and (1.35%) for the period
ended 10/31/92 for The Aggressive Growth Portfolio; 1.33% for the year
ended 10/31/94, 2.56% for the year ended 10/31/93
-8-
<PAGE>
and 2.69% for the period ended 10/31/92 for The International Equity
Portfolio; and 7.23% for the six months ended 4/30/95, 3.48% for the year
ended 10/31/94 and 10.42% for the period ended 10/31/93 for The Global Fixed
Income Portfolio.
-9-
<PAGE>
<TABLE>
<CAPTION>
THE INTERNATIONAL
EQUITY PORTFOLIO
----------------
PERIOD
11/1/94 PERIOD
THROUGH 2/4/92(2)
4/30/95(1) YEAR ENDED THROUGH
(UNAUDITED) 10/31/94 10/31/93 10/31/92
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period.... $ 13.1100 $ 11.9900 $ 9.5000 $ 10.0000
INCOME FROM INVESTMENT OPERATIONS
- ---------------------------------
Net Investment Income................... (0.0149) 0.1440 0.2414 0.2282
Net Gains (Losses) on Securities
(both realized and unrealized)..... (0.0691) 1.2360 2.5686 (0.6282)
-------- ------ ------ --------
Total From Investment Operations...... (0.0840) 1.3800 2.8100 (0.4000)
-------- ------ ------ --------
LESS DISTRIBUTIONS
- ------------------
Dividends (from net investment income).. (0.1100) (0.1600) (0.3200) (0.1000)
Distributions (from capital gains)...... (0.2960) (0.1000) none none
Returns of Capital...................... none none none none
---- ---- ---- ----
Total Distributions................... (0.4060) (0.2600) (0.3200) (0.1000)
-------- -------- -------- --------
Net Asset Value, End of Period.......... $ 12.6200 $ 13.1100 $ 11.9900 $ 9.5000
========= ========= ========= ==========
_____________________________________
TOTAL RETURN ........................... (0.51%) 11.66% 30.28%
- ------------ ======= ====== ======
_____________________________________
_____________________________________
RATIOS/SUPPLEMENTAL DATA
- ------------------------
Net Assets, End of Period (000's
omitted)............................... $96,086 $70,820 $24,288 $5,966
Ratio of Expenses to Average Daily Net
Assets................................. 0.93% 0.94%(3) 0.96%(3) 0.96%(3)
Ratio of Net Investment Income to
Average Daily Net Assets............... (0.61%) 1.36%(4) 2.98%(4)
Portfolio Turnover Rate................. 12% 22% 28% 2%
<CAPTION>
THE GLOBAL
FIXED INCOME PORTFOLIO
----------------------
PERIOD
11/1/94 PERIOD
THROUGH YEAR 11/30/92(2)
4/30/95(1) ENDED THROUGH
(UNAUDITED) 10/31/94 10/31/93
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period.... $ 9.7900 $ 11.0900 $10.0000
INCOME FROM INVESTMENT OPERATIONS
- ---------------------------------
Net Investment Income................... 0.4109 0.4189 0.9547
Net Gains (Losses) on Securities
(both realized and unrealized)..... 0.0991 (0.1929) 0.7433
------ ------ ------
Total From Investment Operations...... 0.5100 0.2260 1.6980
------ ------ ------
LESS DISTRIBUTIONS
- ------------------
Dividends (from net investment income).. (0.2300) (0.9490) (0.6080)
Distributions (from capital gains)...... none (0.5770) none
Returns of Capital...................... none none none
---- ---- ----
Total Distributions................. (0.2300) (1.5260) (0.6080)
-------- -------- --------
Net Asset Value, End of Period.......... $ 10.0700 $ 9.7900 $11.0900
========= ========= ========
TOTAL RETURN (5.44%) 5.28% (2.07%) 18.96%
- ------------ ======= ===== ======= ======
_____________________________________
_____________________________________
THE GLOBAL
RATIOS/SUPPLEMENTAL DATA FIXED INCOME PORTFOLIO
- ------------------------ ----------------------
Net Assets, End of Period (000's
omitted)............................... $76,268 $42,266 $29,313
Ratio of Expenses to Average Daily Net
Assets................................. 0.60%(3) 0.62%(3) 0.62%(3)
Ratio of Net Investment Income to
Average Daily Net Assets............... 4.67%(4) 7.28%(4) 3.62%(4) 10.68%(4)
Portfolio Turnover Rate................. 61% 205% 198%
</TABLE>
__________________________
(1) Ratios have been annualized but total return has not been annualized.
(2) Date of initial sale; ratios and total return have been annualized.
(3) Ratio of expenses to average daily net assets prior to voluntary management
fee waiver was 0.73% for the six months ended 4/30/95, 0.82% for the year
ended 10/31/94, 1.38% for the year ended 10/31/93 and 2.38% for the period
ended 10/31/92 for The Defensive Equity Portfolio; 1.16% for the six months
ended 4/30/95, 1.17% for the year ended 10/31/94, 1.40% for the year ended
10/31/93 and 2.56% for the period ended 10/31/92 for The Aggressive Growth
Portfolio; 0.97% for the year ended 10/31/94, 1.38% for the year ended
10/31/93 and 2.94% for the period ended 10/31/92 for the International
Equity Portfolio; and 0.65% for the six months ended 4/30/95, 0.76% for the
year ended 10/31/94 and 0.88% for the period ended 10/31/93 for The Global
Fixed Income Portfolio.
(4) Ratio of net investment income (loss) to average daily net assets prior to
voluntary management fee waiver was 3.45% for the six months ended 4/30/95,
3.12% for the year ended 10/31/94, 2.20% for the year ended 10/31/93 and
1.95% for the period ended 10/31/92 for The Defensive Equity Portfolio;
0.28% for the six months ended 4/30/95, (0.17%) for the year ended 10/31/94,
(0.24%) for the year ended 10/31/93 and (1.35%) for the period ended
10/31/92 for The Aggressive Growth Portfolio; 1.33% for the year ended
10/31/94, 2.56% for the year ended 10/31/93
-10-
<PAGE>
and 2.69% for the period ended 10/31/92 for The International Equity
Portfolio; and 7.23% for the six months ended 4/30/95, 3.48% for the year
ended 10/31/94 and 10.42% for the period ended 10/31/93 for The Global Fixed
Income Portfolio.
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DELAWARE POOLED TRUST SUMMARY
THE FUND
The Fund consists of twelve Portfolios offering institutional investors a broad
range of investment choices coupled with the advantage of a no-load mutual fund
with the service companies of The Delaware Group providing customized services
as investment adviser, administrator and distributor. Each Portfolio, other
than The Defensive Equity Utility Portfolio, The Real Estate Investment Trust
Portfolio, The Global Fixed Income Portfolio and The International Fixed Income
Portfolio, is a diversified fund as defined by the Investment Company Act of
1940 ("1940 Act"). The Defensive Equity Utility Portfolio, The Real Estate
Investment Trust Portfolio, The Global Fixed Income Portfolio and The
International Fixed Income Portfolio are nondiversified funds as defined by the
1940 Act. The investment objectives and principal policies of each of the
twelve Portfolios are as follows:
THE DEFENSIVE EQUITY PORTFOLIO--seeks to realize maximum long-term total return,
consistent with reasonable risk, through investments in equity securities of
companies which, at the time of purchase, have dividend yields above the current
yield of the Standard & Poor's 500 Stock Index and which, in the opinion of
Delaware Investment Advisers, offer capital gains potential as well.
THE AGGRESSIVE GROWTH PORTFOLIO--seeks to realize maximum long-term capital
growth by investing in equity securities of smaller and medium-sized companies
that, in the opinion of Delaware Investment Advisers, offer, at the time of
purchase, superior long-term growth potential.
THE INTERNATIONAL EQUITY PORTFOLIO--seeks to achieve maximum long-term total
return by investing primarily in equity securities of issuers organized or
having a majority of their assets in or deriving a majority of their operating
income outside of the United States which, in the opinion of Delaware
International Advisers Ltd., are undervalued, at the time of purchase, based on
rigorous fundamental analysis conducted by the investment adviser.
THE DEFENSIVE EQUITY SMALL/MID-CAP PORTFOLIO--seeks to realize maximum long-term
total return. The Portfolio seeks to achieve this objective by investing in
equity securities of companies which, at the time of purchase, have dividend
yields above the current yield of the Standard & Poor's 500 Stock Index, have a
market capitalization below that of the third decile of companies registered on
the New York Stock Exchange, and which, in Delaware Investment Advisers'
opinion, offer capital gains potential.
THE DEFENSIVE EQUITY UTILITY PORTFOLIO--seeks to realize maximum long-term total
return. The Portfolio seeks to achieve this objective by investing at least 65%
of its total assets in equity securities of utility companies which, at the time
of purchase, have dividend yields above the current yield of the Standard &
Poor's 500 Stock Index and which, in the opinion of Delaware Investment
Advisers, offer capital gains potential.
THE LABOR SELECT INTERNATIONAL EQUITY PORTFOLIO--seeks to achieve maximum long-
term total return. The Portfolio seeks to achieve this objective by investing
primarily in equity securities of issuers organized or having a majority of
their assets in or deriving a majority of their operating income outside of the
United States which, in the opinion of Delaware International Advisers Ltd., are
undervalued, at the time of purchase, based on rigorous fundamental analysis
conducted by the investment adviser, and furthermore, present certain
characteristics that are compatible or operate in accordance with certain
investment policies or restrictions followed by organized labor.
THE REAL ESTATE INVESTMENT TRUST PORTFOLIO--seeks to achieve maximum long-term
total return. Capital appreciation is a secondary objective. The Portfolio
seeks to achieve its objectives by investing at least 65% of its total assets in
equity securities of real estate investment trusts.
-12-
<PAGE>
THE FIXED INCOME PORTFOLIO--seeks to realize maximum long-term total return,
consistent with reasonable risk, by investing in a diversified portfolio of
investment grade fixed income obligations. The Portfolio will include U.S.
Government securities, mortgage-backed securities, corporate bonds and other
fixed income securities.
THE LIMITED-TERM MATURITY PORTFOLIO--seeks to provide a high level of current
income, consistent with the preservation of principal and reasonable risk. The
Portfolio will include U.S. Government securities, mortgage-backed securities,
corporate bonds and other fixed income securities. At no time will the average
maturity of the Portfolio exceed five years.
THE GLOBAL FIXED INCOME PORTFOLIO--seeks to achieve current income consistent
with the preservation of investors' principal. The Portfolio seeks to achieve
this objective by investing primarily in fixed income securities of issuers
organized or having a majority of their assets in or deriving a majority of
their operating income in at least three different countries, one of which may
be the United States and that may also provide the potential for capital
appreciation.
THE INTERNATIONAL FIXED INCOME PORTFOLIO--seeks to achieve current income
consistent with the preservation of investors' principal. The Portfolio seeks
to achieve this objective by investing primarily in fixed income securities of
issuers organized or having a majority of their assets in or deriving a majority
of their operating income in at least three different countries outside of the
United States and that may also provide the potential for capital appreciation.
Under normal circumstances, the Portfolio intends to invest in securities that
are denominated in foreign currencies.
THE HIGH-YIELD BOND PORTFOLIO--seeks high total return. The Portfolio seeks to
achieve its objective by investing primarily in bonds rated CCC or higher by
Standard & Poor's Corporation or Caa or higher by Moody's Investors Service,
Inc.
For further information, see "INVESTMENT OBJECTIVES, POLICIES AND RISK
CONSIDERATIONS" and "ADDITIONAL INVESTMENT INFORMATION."
INVESTMENT MANAGEMENT
Delaware Investment Advisers, a division of Delaware Management Company, Inc.
("Delaware"), acts as investment adviser to The Defensive Equity, The Aggressive
Growth, The Fixed Income, The Limited-Term Maturity, The Defensive Equity
Small/Mid-Cap, The Defensive Equity Utility, The Real Estate Investment Trust
and The High-Yield Bond Portfolios. The investment management fees payable to
Delaware Investment Advisers by these Portfolios are, respectively, .55%, .80%,
.40%, .30%, .65%, .35%, .75% and .45% of the respective Portfolio's average net
assets. Lincoln Investment Management, Inc., acts as sub-adviser to The Real
Estate Investment Trust Portfolio and receives 30% of the management fee paid to
Delaware. Delaware International Advisers Ltd. ("Delaware International"), an
affiliate of Delaware, is the investment adviser to The International Equity,
The Global Fixed Income, The International Fixed Income and The Labor Select
International Equity Portfolios. The investment management fees payable to
Delaware International by The International Equity Portfolio, The Global Fixed
Income Portfolio, The International Fixed Income Portfolio and The Labor Select
International Equity Portfolio are, respectively, .75%, .50%, .50% and .75% of
the respective Portfolio's average net assets. In addition, out of the
investment advisory fees to which they are otherwise entitled, Delaware and
Delaware International pay their proportionate share of the fees paid to
unaffiliated directors by the Fund, except that Delaware will make no such
payments out of the fees it receives for managing The Defensive Equity
Small/Mid-Cap, The Defensive Equity Utility, The Real Estate Investment Trust
and The High-Yield Bond Portfolios and Delaware International will make no such
payments out of the fees it receives for managing The International Fixed Income
and The Labor Select International Equity Portfolios. See "MANAGEMENT OF THE
FUND."
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<PAGE>
FUND OFFICERS AND PORTFOLIO MANAGERS
WAYNE A. STORK
Chairman
A graduate of Brown University, Mr. Stork also attended the NYU Graduate School
of Business Administration while a senior transportation analyst at the Irving
Trust Company. He joined Delaware in 1962 as a security analyst covering a wide
range of industry groups. In 1975, he became Chief Investment Officer of
Delaware Investment Advisers, President in 1984, and in 1990 was named Chairman.
Mr. Stork is a Director of Delaware Management Company, Inc. and its affiliates,
and is Chairman of the Delaware Group of funds. He is a member of the Institute
of Chartered Financial Analysts and the Financial Analysts Federation.
WINTHROP S. JESSUP
President and Chief Executive Officer
Mr. Jessup is a graduate of Brown University where he majored in Economics. He
was a Vice President of Kidder, Peabody & Co. Inc. prior to joining Delaware in
1977. In 1988, he was named Executive Vice President of Delaware Management
Company, Inc. and its Delaware Investment Advisers division. Mr. Jessup is also
Executive Vice President of the Delaware Group of funds, and a Director of
Delaware Management Company, Inc. and its affiliates.
DAVID G. TILLES
Managing Director and Chief Investment Officer - Delaware International Advisers
Ltd.
Mr. Tilles was educated at the Sorbonne, Warwick University and Heidelberg
University. Prior to joining Delaware in 1990 as Managing Principal and Chief
Investment Officer of Delaware International Advisers Ltd., he spent 16 years
with Hill Samuel Investment Management Group in London, serving in a number of
investment capacities. His most recent position prior to joining Delaware was
Chief Investment Officer of Hill Samuel Investment Advisers Ltd.
GEORGE E. DEMING
Vice President/Senior Portfolio Manager - The Defensive Equity Portfolio
Mr. Deming received his BA in Economics and Political Science from the
University of Vermont and an MA in International Affairs from the University of
Pennsylvania. Prior to joining Delaware in 1978, he was responsible for
portfolio management and institutional sales at White, Weld & Co., Inc. He is a
member of the Financial Analysts of Philadelphia. Mr. Deming has managed The
Defensive Equity Portfolio since its inception.
EDWARD N. ANTOIAN
Vice President/Senior Portfolio Manager - The Aggressive Growth Portfolio
Mr. Antoian holds a BS from The State University of New York at Albany and
earned an MBA in Finance from the University of Pennsylvania's Wharton School.
Mr. Antoian began his career with Price Waterhouse. Prior to joining Delaware
in 1984, he worked in the Institutional Equity Department of E. F. Hutton in
Philadelphia. He is a Chartered Financial Analyst and a member of the
Philadelphia Finance Association and the Philadelphia Securities Association.
Mr. Antoian has managed The Aggressive Growth Portfolio since its inception.
TIMOTHY W. SANDERSON
Portfolio Manager - The International Equity Portfolio
A graduate of University College, Oxford, Mr. Sanderson began his investment
career in 1979 with Hill Samuel Investment Management Group. Prior to joining
Delaware International Advisers Ltd. in 1990 as Senior Portfolio Manager and
Director, he was an analyst and senior portfolio manager for Hill Samuel where,
since
-14-
<PAGE>
1987, he had responsibility for Pacific Basin research and the management of
international institutional portfolios. Mr. Sanderson has managed The
International Equity Portfolio since its inception.
DAVID C. DALRYMPLE
Vice President/Senior Portfolio Manager - The Defensive Equity Small/Mid-Cap
Portfolio
Mr. Dalrymple holds a BS in Business Administration from Clarkson College in
Potsdam, NY, and an MBA from Cornell's Johnson School of Management in Ithaca,
NY. Prior to joining Delaware Management Company in December of 1991, he spent
five years as an assistant portfolio manager for Lord Abbett and Co. in New
York. Mr. Dalrymple is a Chartered Financial Analyst and a member of the
Financial Analysts of Philadelphia. Mr. Dalrymple has managed The Defensive
Equity Small/Mid-Cap Portfolio since its inception.
BERNARD P. SCHAFFER
Vice President/Senior Portfolio Manager - The Defensive Equity Utility Portfolio
Mr. Schaffer is a graduate of Villanova University and holds an MBA in Finance
from the University of Pennsylvania's Wharton School. He began his career at
White, Weld & Co., Inc. and subsequently held the position of associate managing
director at Wertheim Schroder & Company. Prior to joining Delaware Management
Company in February of 1990, Mr. Schaffer was a Senior Vice President with
Prudential Capital Funding. Mr. Schaffer has managed The Defensive Equity
Utility Portfolio since its inception.
CLIVE A. GILLMORE
Director/Senior Portfolio Manager - The Labor Select International Equity
Portfolio
A graduate of the Warwick University, England, and the London Business School
Investment Program, Mr. Gillmore joined Delaware in 1990 after eight years of
investment experience. His most recent position prior to joining Delaware was
as a Pacific Basin equity analyst and senior portfolio manager for Hill Samuel
Investment Advisers Ltd. Prior to that, Mr. Gillmore was an analyst and
portfolio manager for Legal and General Investment in the United Kingdom. Mr.
Gillmore has managed of The Labor Select International Equity Portfolio since
its inception.
GEORGE H. BURWELL
Vice President/Senior Portfolio Manager - The Real Estate Investment Trust
Portfolio
Mr. Burwell holds a BA from the University of Virginia with a major in Political
Science and a minor in Economics. Prior to joining the Delaware Group in 1992,
Mr. Burwell was a portfolio manager for Midlantic Bank in Edison, New Jersey,
where he managed an equity mutual fund and three commingled funds. He has also
held the position of security analyst with Balis & Born in New York and First
Fidelity Bank in New Jersey. Mr. Burwell is a Chartered Financial Analyst. Mr.
Burwell has served as a portfolio manager of The Real Estate Investment Trust
Portfolio since its inception.
BABAK ZENOUZI
Vice President/Portfolio Manager - The Real Estate Investment Trust Portfolio
Mr. Zenouzi holds a BS in Finance and Economics from Babson College in
Wellesley, Massachusetts, and an MS in Finance from Boston College. Prior to
joining Delaware in 1992, he was with The Boston Company where he held the
positions of assistant vice president, senior financial analyst, financial
analyst and portfolio accountant. Mr. Zenouzi has served as a portfolio manager
of The Real Estate Investment Trust Portfolio since its inception.
-15-
<PAGE>
DENNIS BLUME
Senior Vice President/Director of Real Estate Operations - Lincoln Investment
Management, Inc.
Sub-adviser to The Real Estate Investment Trust Portfolio
Mr. Blume holds a BS and an MBA from Indiana University. He joined Lincoln
Investment Management, Inc. in 1972 and has held several senior positions in the
real estate and public bond areas. He is a member of the Board of Directors of
Lynch & Mayer, Inc., Vantage Global Advisors, Inc., Lincoln Investment
Management, Inc., and East Wayne Street Center. Mr. Blume is a Chartered
Financial Analyst. Mr. Blume has served as a sub-adviser for The Real Estate
Investment Trust Portfolio since its inception.
JOHN F. ROBERTSON
Assistant Vice President/Real Estate Investments - Lincoln Investment
Management, Inc.
Sub-adviser to The Real Estate Investment Trust Portfolio
Mr. Robertson holds a BA from Wabash College where he was graduated magna cum
laude and awarded membership into Phi Beta Kappa, and an MBA with emphasis in
finance and real estate from Indiana University. Prior to joining Lincoln
Investment Management, Inc.'s Real Estate Debt Group in 1993, he was a
consultant with Ernst & Young's Special Services Group where he specialized in
the valuation of all types of commercial real estate. Mr. Robertson has
completed numerous courses toward the MAI designation and is a candidate for the
CFA designation. Mr. Robertson has served as a sub-adviser for The Real Estate
Investment Trust Portfolio since its inception.
GARY A. REED
Vice President/Senior Portfolio Manager - The Fixed Income Portfolio
Mr. Reed holds an AB in Economics from the University of Chicago and an MA in
Economics from Columbia University. He began his investment career in 1978 with
The Equitable Life Assurance Society, specializing in credit analysis. Prior to
joining Delaware Investment Advisers in 1989, Mr. Reed served as Vice President
and Manager of the Fixed Income Department at Irving Trust Company. Mr. Reed
has managed both discretionary and structured fixed income portfolios and is
experienced with a broad range of high-grade fixed income securities.
Additionally, he has developed investment programs for Decommissioning Trust
Funds and supervised their management. Mr. Reed has managed The Fixed Income
Portfolio since its inception.
IAN G. SIMS
Portfolio Manager - The Global Fixed Income Portfolio and The International
Fixed Income Portfolio
Mr. Sims is a graduate of the University of Leicester and holds a postgraduate
degree in statistics from the University of Newcastle-Upon-Tyne. He joined
Delaware International Advisers Ltd. in 1990 as a senior international fixed
income and currency manager. Mr. Sims began his investment career with the
Standard Life Assurance Co., and subsequently moved to the Royal Bank of Canada
Investment Management International Company, where he was an international fixed
income manager. Prior to joining Delaware, he was a senior fixed income and
currency portfolio manager with Hill Samuel Investment Advisers Ltd. Mr. Sims
has managed The Global Fixed Income Portfolio since its inception and will
manage The International Fixed Income Portfolio when it commences operations.
PAUL A. MATLACK
Vice President/Senior Portfolio Manager - The High-Yield Bond Portfolio
Mr. Matlack is a graduate of the University of Pennsylvania and received his MBA
in Finance from George Washington University. He began his career with Mellon
Bank as a credit specialist analyzing leveraged transactions in the chemical and
pharmaceutical industries. He subsequently served as a loan officer in Mellon's
Corporate Lending Division and in the Special Industries Group at Provident
National Bank, before joining Delaware in 1989. He is a Chartered Financial
Analyst. Mr. Matlack has served as a portfolio manager of The High-Yield Bond
Portfolio since its inception.
-16-
<PAGE>
GERALD T. NICHOLS
Vice President/Senior Portfolio Manager - The High-Yield Bond Portfolio
Mr. Nichols is a graduate of the University of Kansas, where he received an MS
in Finance and a BS in Business Administration. Prior to joining Delaware in
1989, he was the investment officer for a merchant banking firm with interests
in the insurance and thrift industries. Mr. Nichols began his career in the
high-yield bond market with Waddell and Reed, Inc. in 1983 where, as a high-
yield credit analyst, he followed a variety of industries. He is a Chartered
Financial Analyst. Mr. Nichols has served as a portfolio manager of The High-
Yield Bond Portfolio since its inception.
JAMES R. RAITH, JR.
Vice President/Senior Portfolio Manager - The High-Yield Bond Portfolio
Mr. Raith is a 1973 graduate of Holy Cross University and received his MBA in
Finance from Tulane University in 1975. Prior to joining Delaware in 1987, he
held portfolio management positions in both fixed income and equity management.
Mr. Raith has been an active participant in the high-yield bond market since
1980. His past experience includes the management of $8 billion of life
insurance reserves at ICH Corporation, a major holder and issuer of high-yield
debentures (1985-1987), and the management of high-yield pension assets for
Firestone Tire and Rubber (1980-1985). He is a Chartered Financial Analyst.
Mr. Raith has served as a portfolio manager of The High-Yield Bond Portfolio
since its inception.
MARIA E. POLLACK
Assistant Vice President and Administrative Manager
Ms. Pollack joined the Delaware organization in 1982 and has served in a number
of senior administrative capacities. After attending Chestnut Hill College and
Temple University, she began her career as executive assistant to the Chairman
of the Delaware Group of funds and Delaware Investment Advisers. Prior to
becoming Administrative Manager for the Fund, she was responsible for
coordinating administrative activity for institutional shareholders in another
investment program maintained by the Delaware Group.
ADMINISTRATIVE SERVICES
Delaware Service Company, Inc., an affiliate of Delaware Management Company,
Inc. and Delaware International Advisers Ltd., provides the Fund with
administrative, dividend disbursing and transfer agency services. See
"MANAGEMENT OF THE FUND."
SPECIAL REPORTS AND OTHER SERVICES
The Fund provides client shareholders with annual audited financial reports and
unaudited semi-annual financial reports. In addition, the investment advisers'
dedicated service staff may also provide client shareholders detailed monthly
appraisals of the status of their account and complete reviews of portfolio
assets, performance results and other pertinent data. Finally, the investment
advisers' service staff expects to conduct personal reviews no less than
annually with each shareholder, with interim telephone updates and other
communications, as appropriate. The Fund's dedicated telephone number (1-800-
231-8002) is available for shareholder inquiries
-17-
<PAGE>
during normal business hours. The net asset values for the Portfolios are also
available by using the above "800" telephone number. Written correspondence
should be addressed to:
Delaware Pooled Trust, Inc.
One Commerce Square
2005 Market Street
Philadelphia, PA 19103
Attn: Client Services
From time to time, certain institutional separate accounts advised by Delaware
Investment Advisers or Delaware International may invest in the Fund's
Portfolios. The Portfolios may experience relatively large investments or
redemptions as a result of the institutional separate accounts either purchasing
or redeeming the Portfolios' shares. These transactions will affect the
Portfolios, since Portfolios that experience redemptions may be required to sell
portfolio securities, and Portfolios that receive additional cash will need to
invest it. While it is impossible to predict the overall impact of these
transactions over time, there could be adverse effects on portfolio management
to the extent the Portfolios may be required to sell securities or invest cash
at times when they would not otherwise do so. Delaware Investment Advisers and
Delaware International, representing the interests of the Portfolios, is
committed to minimizing the impact of such transactions on the Portfolios. In
addition, Delaware Investment Advisers and Delaware International, as adviser to
the institutional separate accounts, is also committed to minimizing the impact
on the Portfolios to the extent it is consistent with pursuing the investment
objectives of the institutional separate accounts.
In cases where a shareholder of any of the Portfolios has an investment
counseling relationship with Delaware Investment Advisers or Delaware
International, Delaware Investment Advisers or Delaware International may, at
its discretion, reduce the shareholder's investment counseling fees by an amount
equal to the pro-rata advisory fees paid by the respective Portfolio. This
procedure will be utilized with clients having contractual relationships based
on total assets managed by Delaware Investment Advisers or Delaware
International to avoid situations where excess advisory fees might be paid to
Delaware Investment Advisers or Delaware International. In no event will a
client pay higher total advisory fees as a result of the client's investment in
a Portfolio.
See "SHAREHOLDER SERVICES."
CUSTODIAL SERVICES
The Morgan Guaranty Trust Company of New York, 60 Wall Street, New York, NY
10260, acts as the Fund's custodian bank.
HOW TO INVEST
Shares of each Portfolio are offered directly to institutional investors at net
asset value with no sales commissions or 12b-1 charges. The minimum initial
investment for a Portfolio of the Fund is $1,000,000. There is no minimum for
subsequent investments in a Portfolio where the minimum initial investment has
been satisfied. In addition, institutional investors in The International
Equity and The Labor Select International Equity Portfolios may, under certain
circumstances, be required to make their investments in the respective
Portfolio, pursuant to instructions of the Fund, by a contribution of securities
in-kind to the Portfolio or by following another procedure that will have the
same economic effect as an in-kind purchase; in either case, such investors will
be required to pay the brokerage or other transaction costs arising in
connection with acquiring the subject securities. At such time as the Fund
receives appropriate regulatory approvals to do so in the future, under certain
circumstances, the Fund may, at its sole discretion, allow institutional
investors who have an existing investment counseling relationship with Delaware
Investment Advisers or Delaware International to make investments in the
Portfolios by a contribution of securities in-kind to such Portfolios. See
"PURCHASE OF SHARES."
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<PAGE>
HOW TO REDEEM
Shares of each Portfolio may be redeemed at any time, without cost, at the net
asset value per share of the Portfolio next determined after receipt of the
redemption request. The redemption price may be more or less than the purchase
price and the redemption may be in cash or, under certain circumstances, in-
kind. If a shareholder reduces their investment in a Portfolio below $500,000,
their investment in that Portfolio may be subject to redemption. In addition,
investors in The International Equity, The Labor Select International Equity,
The Global Fixed Income and The International Fixed Income Portfolios may, under
certain circumstances, be required to accept their redemption, pursuant to
instructions from the Fund, in-kind in portfolio securities or, at the election
of the investor, by following another procedure that will have the same economic
effect as an in-kind redemption; in either case, such investors will be required
to pay the brokerage or other transaction costs arising in connection with the
sale of the subject securities. See "REDEMPTION OF SHARES."
RISK FACTORS
An investment in the Fund entails certain risks and considerations about which
an investor should be aware.
Because both The Aggressive Growth Portfolio (which seeks long-term capital
growth) and The Defensive Equity Small/Mid-Cap Portfolio (which seeks to
maximize long-term total return) invest primarily in small- to medium-sized
companies, the Portfolios' investments are likely to involve a higher degree of
liquidity risk and price volatility than if investments were made in larger
capitalization securities. The Aggressive Growth Portfolio and The Real Estate
Investment Trust Portfolio also may, under certain circumstances, use certain
futures contracts and options on futures contracts, as well as options on stock.
The International Equity, The Labor Select International Equity, The Global
Fixed Income and The International Fixed Income Portfolios will invest in
securities of foreign issuers which normally are denominated in foreign
currencies and may hold foreign currency directly. In addition, The Defensive
Equity Utility, The Real Estate Investment Trust and The High-Yield Bond
Portfolios may invest up to 10% of their total assets in foreign securities.
Consequently, these Portfolios may be affected by changes in currency rates and
exchange control regulations and may incur costs in connection with conversions
between currencies. To hedge this currency risk associated with investments in
non-U.S. dollar denominated securities, a Portfolio may invest in forward
foreign currency contracts. Those activities pose special risks which do not
typically arise in connection with investments in U.S. securities. In addition,
The Defensive Equity Utility, The Real Estate Investment Trust and The
International Fixed Income Portfolios may engage in foreign currency options and
futures transactions. For a discussion of the risks associated with these
instruments see "RISKS OF TRANSACTIONS IN OPTIONS, FUTURES AND FORWARD
CONTRACTS."
The foreign securities in which The International Equity, The Labor Select
International Equity, The Global Fixed Income and The International Fixed Income
Portfolios (and The Defensive Equity Utility, The Real Estate Investment Trust
and The High-Yield Bond Portfolios, up to 10% of their total assets) may invest
from time to time may be listed primarily on foreign exchanges which trade on
days when the New York Stock Exchange is closed (such as Saturday). As a
result, the net asset value of the Portfolios may be significantly affected by
such trading on days when shareholders will have no access to the Portfolios.
See "VALUATION OF SHARES."
The Real Estate Investment Trust Portfolio concentrates its investments in the
real estate industry, and The Defensive Equity Utility Portfolio concentrates
its investments in the utility industry. As a consequence, the net asset values
of the Portfolios can be expected to fluctuate in light of the factors affecting
those industries, and may fluctuate more widely than a portfolio that invests in
a broader range of industries. The Defensive
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<PAGE>
Equity Utility and The Real Estate Investment Trust Portfolios may be more
susceptible to any single economic, political or regulatory occurrence affecting
the utility or real estate industry, respectively.
The High-Yield Bond Portfolio invests in lower rated fixed income securities,
which, while generally having higher yields, are subject to factors, such as
reduced creditworthiness of issuers, increased risks of default and a more
limited and less liquid secondary market than higher rated securities. These
securities are subject to greater volatility and risk of loss of income and
principal than are higher rated securities. See "INVESTMENT OBJECTIVES,
POLICIES AND RISK CONSIDERATIONS" and "ADDITIONAL INVESTMENT INFORMATION - HIGH-
YIELD, HIGH RISK SECURITIES."
The Fixed Income, The Limited-Term Maturity, The Global Fixed Income and The
International Fixed Income Portfolios will normally experience annual portfolio
turnover rates exceeding 100%, but those rates are not expected to exceed 250%
with respect to The Fixed Income Portfolio and 200% with respect to The Limited-
Term Maturity, The Global Fixed Income and The International Fixed Income
Portfolios. Such relatively high portfolio turnover rates involve
correspondingly higher brokerage commissions, for equity transactions, and other
transaction costs and may affect the taxes payable by the Portfolios'
shareholders that are subject to federal income tax. See "INVESTMENT
OBJECTIVES, POLICIES AND RISK CONSIDERATIONS," "PORTFOLIO TRANSACTIONS" and
"TAXES."
The Fixed Income, The Limited-Term Maturity and The Global Fixed Income
Portfolios may invest in collateralized mortgage obligations and those
Portfolios, as well as The Real Estate Investment Trust Portfolio, may invest in
mortgage-backed securities. See "ADDITIONAL INVESTMENT INFORMATION--MORTGAGE-
BACKED SECURITIES."
The Real Estate Investment Trust Portfolio, by investing primarily in securities
of real estate investment trusts, is subject to interest rate risk, in that as
interest rates decline, the value of the Portfolio's investment in real estate
investment trusts can be expected to rise. Conversely, when interest rates
rise, the value of the Portfolio's investments in real estate investment trusts
holding fixed rate obligations can be expected to decline. See "ADDITIONAL
INVESTMENT INFORMATION--REITS."
Each of the twelve Portfolios may lend its portfolio securities, may invest in
repurchase agreements and may purchase securities on a when-issued basis.
While The Defensive Equity Utility Portfolio, The Real Estate Investment Trust
Portfolio, The Global Fixed Income Portfolio and The International Fixed Income
Portfolio intend to seek to qualify as a "diversified" investment company under
provisions of Subchapter M of the Internal Revenue Code, they will not be
diversified under the 1940 Act. Thus, while at least 50% of each Portfolio's
total assets will be represented by cash, cash items, certain qualifying
securities and other securities limited in respect of any one issuer to an
amount not greater than 5% of the Portfolio's total assets, it will not satisfy
the 1940 Act requirement in this respect, which applies that test to 75% of the
Portfolio's assets. A nondiversified portfolio is believed to be subject to
greater risk because adverse effects on the portfolio's security holdings may
affect a larger portion of the overall assets.
Each of the investment strategies identified above involves special risks which
are described under "INVESTMENT OBJECTIVES, POLICIES AND RISK CONSIDERATIONS"
and "ADDITIONAL INVESTMENT INFORMATION" in this Prospectus and "INVESTMENT
POLICIES, PORTFOLIO TECHNIQUES AND RISK CONSIDERATIONS" in the Statement of
Additional Information.
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INVESTMENT OBJECTIVES, POLICIES
AND RISK CONSIDERATIONS
The investment objective of each Portfolio of the Fund is described below,
together with the policies each Portfolio employs in its efforts to achieve its
objective. There is no assurance that a Portfolio will attain its objective.
The investment objective of each Portfolio is fundamental and may only be
changed by a majority approval of that Portfolio's shareholders. Unless
otherwise noted, the investment policies described below are not fundamental
policies and may be changed without shareholder approval.
THE DEFENSIVE EQUITY PORTFOLIO
The Defensive Equity Portfolio's investment objective is to realize maximum
long-term total return, consistent with reasonable risk. The Portfolio seeks to
achieve this objective by investing in equity securities of companies which, at
the time of purchase, have dividend yields above the current yield of the
Standard & Poor's 500 Stock Index ("S&P 500 Index") and which, in the investment
adviser's opinion, offer capital gains potential as well.
In selecting Portfolio securities, the investment adviser places an emphasis on
strong relative performance in falling markets. The Portfolio invests primarily
in equity securities of U.S. companies, although from time to time the Portfolio
will include sponsored or unsponsored American Depository Receipts actively
traded in the United States. Under normal market conditions, at least 65% of
the Portfolio's total assets will be invested in equity securities. Equity
securities for this purpose include, but are not limited to, common stocks,
securities convertible into common stocks and securities having common stock
characteristics, such as rights and warrants to purchase common stocks. The
Portfolio also may purchase preferred stock. The Portfolio may hold cash or
invest in short-term debt securities and other money market instruments when, in
the investment adviser's opinion, such holdings are prudent given then
prevailing market conditions. Except when the investment adviser believes a
temporary defensive approach is appropriate, the Portfolio, normally, will not
hold more than 5% of its total assets in cash or such short-term investments.
All these short-term investments will be of the highest quality as determined by
a nationally-recognized statistical rating organization (e.g., AAA by Standard &
Poor's Corporation ("S&P") or Aaa by Moody's Investors Service, Inc.
("Moody's")) or be of comparable quality as determined by the investment
adviser. Appendix A of this Prospectus describes the ratings of S&P and
Moody's. See "ADDITIONAL INVESTMENT INFORMATION" for further details concerning
these and other investment policies.
The investment adviser seeks to invest in high-yielding equity securities and
believes that, although capital gains are important, the dividend return
component will be a significant portion of the expected total return. The
investment adviser believes that a diversified portfolio of such high-yielding
stocks will outperform the market over the long-term, as well as preserve
principal in difficult market environments. Companies considered for purchase
generally will exhibit the following characteristics at the time of purchase: 1)
a dividend yield greater than the prevailing yield of the S&P 500 Index; 2) a
price-to-book ratio lower than the average large capitalization company; and 3)
a below-market price-to-earnings ratio.
The investment adviser takes a long-term investment approach by placing a strong
emphasis on its ability to determine attractive values and, generally, does not
seek to respond to short-term changes in the market. It is anticipated that the
annual turnover rate of the Portfolio will not exceed 100% under normal
circumstances. The Portfolio will maintain diversity among economic sectors and
industries and will not invest 25% or more of its total assets in the stocks of
issuers in any one industry, nor, ordinarily, more than 5%, at the time of
purchase, of any one company.
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THE AGGRESSIVE GROWTH PORTFOLIO
The Aggressive Growth Portfolio's investment goal is to realize maximum long-
term capital growth. The Portfolio seeks to attain this objective by investing
in equity securities of smaller and medium-sized companies which, in the opinion
of the investment adviser, present, at the time of purchase, significant long-
term growth potential. In pursuing this objective, current income is expected
to be incidental.
The Portfolio invests primarily in growth-oriented common stocks of small- to
medium-sized domestic corporations. Such companies, in the investment adviser's
view, generally are those companies that have total market capitalization
between $100 million and $2.5 billion at the time of purchase. The Portfolio
may invest in securities issued by companies having a capitalization outside
that range when, in the investment adviser's opinion, such a company exhibits
the same characteristics and growth potential as companies within the range.
Equity securities for this purpose include, but are not to be limited to, common
stocks, securities convertible into common stocks and securities having common
stock characteristics, such as rights and warrants to purchase common stocks.
The Portfolio also may purchase preferred stock. Although the investment
adviser does not pursue a market timing approach to investing, the Portfolio may
hold cash or invest in short-term debt securities or other money market
instruments when, in the investment adviser's opinion, such holdings are prudent
given the prevailing market conditions. Except when the investment adviser
believes a temporary defensive approach is appropriate, the Portfolio, normally,
will not hold more than 10% of its total assets in cash or such short-term
investments, but, on occasion, may hold as much as 30% of its total assets in
cash or such short-term investments. All such holdings will be of the highest
quality as determined by a nationally-recognized statistical rating organization
(e.g., AAA by S&P or Aaa by Moody's) or be of comparable quality as determined
by the investment adviser. See "ADDITIONAL INVESTMENT INFORMATION."
The Portfolio may also, to a limited extent, enter into futures contracts on
stocks, purchase or sell options on such futures, engage in certain options
transactions on stocks and enter into closing transactions with respect to those
activities. However, these activities will not be entered into for speculative
purposes, but rather to facilitate the ability quickly to deploy into the stock
market the Portfolio's positions in cash, short-term debt securities and other
money market instruments, at times when the Portfolio's assets are not fully
invested in equity securities. Such positions will generally be eliminated when
it becomes possible to invest in securities that are appropriate for the
Portfolio. See "ADDITIONAL INVESTMENT INFORMATION--FUTURES CONTRACTS AND
OPTIONS ON FUTURES CONTRACTS" and "OPTIONS" for a further discussion of these
investment policies.
The Portfolio will not invest 25% or more of its total assets in securities of
companies which conduct their principal business activities in specific
industries. The Portfolio expects to invest in small- to medium-sized companies
that have been in existence for at least three years (including the operation of
any predecessor company) but which have the potential, in the investment
adviser's judgment, for significant long-term capital growth. The investment
adviser assesses economic, industry, market and company developments to select
investments in promising emerging growth companies that are expected to benefit
from new technology, new products or services, research discoveries, rejuvenated
management and the like. However, the Portfolio may invest in any equity
security which, in the investment adviser's judgment, provides the potential for
significant capital appreciation.
The investment adviser believes that consistent earnings per share growth is
just as important as high absolute growth. Because the Portfolio seeks long-
term capital growth by investing primarily in small- to medium-sized companies,
its investments are likely to involve a higher degree of liquidity risk and
price volatility than larger capitalization securities.
The investment adviser does not normally intend to respond to short-term market
fluctuations or to acquire securities for the purpose of short-term trading;
however, the investment adviser may take advantage of short-term opportunities
that are consistent with its investment objective. It is anticipated that the
annual turnover rate of the Portfolio, under normal circumstances, will not
exceed 100%.
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THE INTERNATIONAL EQUITY PORTFOLIO
The investment objective of The International Equity Portfolio is to achieve
maximum long-term total return. The Portfolio seeks to achieve its objective by
investing primarily in equity securities of issuers organized or having a
majority of their assets or deriving a majority of their operating income
outside the United States, and which, in the investment adviser's opinion, are
undervalued at the time of purchase based on fundamental analysis employed by
the investment adviser.
In selecting portfolio securities the investment adviser emphasizes strong
performance in falling markets relative to other mutual funds focusing on
international equity investments. Equity securities in which the Portfolio may
invest include, but are not limited to, common stocks and securities convertible
into common stock and securities having common stock characteristics, such as
rights and warrants to purchase common stocks. Additionally, the Portfolio may
from time to time, hold its assets in cash (which may be U.S. dollars or foreign
currency, including European Currency Units ("ECU")) or may invest in short-term
debt securities or other money market instruments. Except when the investment
adviser believes a temporary defensive approach is appropriate, the Portfolio
generally will not hold more than 5% of its assets in cash or such short-term
instruments. All such holdings will be of the highest quality as determined by
a nationally-recognized statistical rating organization (e.g., AAA by S&P or Aaa
by Moody's) or of comparable quality as determined by the Portfolio's investment
adviser.
The Portfolio may hold up to 15% of its assets in foreign fixed income
securities when, in the investment adviser's opinion, equity securities are
overvalued and such fixed income securities present an opportunity for returns,
over an 18-month period, greater than those available through investments in
equity securities or the short-term investments described above. The foreign
fixed income securities in which the Portfolio may invest may be U.S. dollar or
foreign currency denominated, including ECU, and must have a government or
government agency backed credit status which would include, but not be limited
to, supranational entities. A supranational entity is an entity established or
financially supported by the national governments of one or more countries to
promote development or reconstruction. They include: The World Bank, European
Investment Bank, Asian Development Bank, European Economic Community, and the
Inter-American Development Bank. Such fixed income securities will be, at the
time of purchase, of the highest quality (e.g., AAA by S&P or Aaa by Moody's) or
of comparable quality as determined by the Portfolio's investment adviser. See
"ADDITIONAL INVESTMENT INFORMATION" for a further description of these and other
investment policies.
The investment adviser's approach in selecting investments for the Portfolio is
oriented to individual stock selection and is value driven. In selecting stocks
for the Portfolio, the investment adviser identifies those stocks which it
believes will provide the highest total return over a market cycle taking into
consideration the movement in the price of the individual security, and the
impact of currency adjustment on a United States domiciled, dollar-based
investor. The investment adviser conducts extensive fundamental research on a
global basis, and it is through this research effort that securities which, in
the investment adviser's opinion, have the potential for maximum long-term total
return are identified. The center of the fundamental research effort is a value
oriented dividend discount methodology toward individual securities and market
analysis which isolates value across country boundaries. This approach focuses
on future anticipated dividends and discounts the value of those dividends back
to what they would be worth if they were being paid today. Comparisons of the
values of different possible investments are then made. The investment
adviser's management approach is long-term in orientation, but, it is expected
that the annual turnover rate of the Portfolio will not exceed 150% under normal
circumstances. See "PORTFOLIO TRANSACTIONS" and "TAXES."
While the Portfolio is not subject to any specific geographic diversification
requirements, it will, under normal conditions, invest at least 65% of its total
assets in equity securities of issuers organized or having a majority of their
assets or deriving a majority of their operating income in at least three
different countries outside the United States. Investments will be made mainly
in marketable securities of companies located in developed countries, but the
stock markets of developing countries are rapidly becoming accessible and the
Portfolio may
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hold securities of issuers located in any developing country determined to be
appropriate by the investment adviser. Investments in obligations of foreign
issuers involve somewhat different investment risks than those affecting
obligations of United States issuers. The risks posed by investments in
emerging or developing countries frequently are greater. See "ADDITIONAL
INVESTMENT INFORMATION--FOREIGN INVESTMENT INFORMATION."
Currency considerations carry a special risk for a portfolio of international
securities, and the investment adviser employs a purchasing power parity
approach to evaluate currency risk. In this regard, the Portfolio will actively
carry on hedging activities, and may invest in forward foreign currency exchange
contracts to hedge currency risks associated with the purchase of individual
securities denominated in a particular currency. See "ADDITIONAL INVESTMENT
INFORMATION-FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS."
THE DEFENSIVE EQUITY SMALL/MID-CAP PORTFOLIO
The Defensive Equity Small/Mid-Cap Portfolio's investment objective is to
realize maximum long-term total return. The Portfolio seeks to achieve this
objective by investing primarily in equity securities of companies which, at the
time of purchase, have dividend yields above the current yield of the S&P 500
Index, have a market capitalization below that of the third decile of companies
registered on the New York Stock Exchange, and, in the investment adviser's
opinion, offer capital gains potential as well.
In selecting Portfolio securities, the investment adviser places an emphasis on
strong relative performance in falling markets. The Portfolio invests primarily
in equity securities of U.S. companies, although from time to time the Portfolio
will include sponsored or unsponsored American Depository Receipts actively
traded in the United States. Under normal market conditions, at least 65% of
the value of the Portfolio's total assets will be invested in equity securities
of companies that currently have a total market capitalization of less than $3
billion. Equity securities for this purpose include common stocks, securities
convertible into common stocks and securities having common stock
characteristics, such as rights and warrants to purchase common stocks. The
Portfolio also may purchase preferred stock, and certain other non-traditional
equity securities. See "ADDITIONAL INVESTMENT INFORMATION--CONVERTIBLE, DEBT
AND NON-TRADITIONAL EQUITY SECURITIES" and "AMERICAN DEPOSITORY RECEIPTS" for
further details concerning these and other investment policies.
The Portfolio may hold cash or invest in short-term debt securities and other
money market instruments when, in the investment adviser's opinion, such
holdings are prudent given then prevailing market conditions. Except when the
investment adviser believes a temporary defensive approach is appropriate, the
Portfolio, normally, will not hold more than 5% of its total assets in cash or
such short-term investments. All these short-term investments will be of the
highest quality as determined by a nationally-recognized statistical rating
organization (e.g., AAA by S&P or Aaa by Moody's) or be of comparable quality as
determined by the investment adviser. See "ADDITIONAL INVESTMENT INFORMATION"
and "APPENDIX A-RATINGS" for further details concerning these and other
investment policies.
The investment adviser seeks to invest in high-yielding equity securities of
small and mid-cap companies and believes that, although capital gains are
important, the dividend return component will be a significant portion of the
expected total return. Further, the investment adviser believes that, although
more volatile, small and mid-cap companies will provide higher returns over the
long-term. In the investment adviser's opinion, a diversified portfolio of such
high-yielding, small and mid-cap companies will outperform the market over the
long-term, as well as preserve principal in difficult market environments.
Companies considered for purchase generally will exhibit the following
characteristics at the time of purchase: 1) a dividend yield greater than the
prevailing yield of the S&P 500 Index; and 2) market capitalization below that
of the third decile of companies registered on the New York Stock Exchange.
Such companies, in the investment adviser's view, generally are those companies
that currently have a total market capitalization of less than $3 billion at the
time of purchase.
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The Portfolio expects to invest in companies in the capitalization range
described above, and that have been in existence for at least three years
(including the operation of any predecessor company) but which have the
potential, in the investment adviser's judgment, for providing long-term total
return. Because the Portfolio seeks long-term total return by investing
primarily in small to mid-cap companies, its investments are likely to involve a
higher degree of liquidity risk and price volatility than investments in larger
capitalization securities.
The investment adviser takes a long-term investment approach by placing a strong
emphasis on its ability to determine attractive values and, generally, does not
seek to respond to short-term changes in the market. It is anticipated that the
annual turnover rate of the Portfolio will generally not exceed 100% under
normal circumstances. The Portfolio will maintain diversity among economic
sectors and industries and will not invest 25% or more of its total assets in
the stocks of issuers in any one industry, nor, ordinarily, more than 5%, at the
time of purchase, of any one company.
THE DEFENSIVE EQUITY UTILITY PORTFOLIO
The Defensive Equity Utility Portfolio's investment objective is to realize
maximum long-term total return. The Portfolio seeks to achieve this objective
by investing primarily in equity securities of utility companies which, at the
time of purchase, have dividend yields above the current yield of the S&P 500
Index and which, in the investment adviser's opinion, offer capital gains
potential as well. The Portfolio will operate as a nondiversified fund as
defined by the 1940 Act.
In selecting Portfolio securities, the investment adviser places an emphasis on
strong relative performance in falling markets. The Portfolio invests primarily
in equity securities of U.S. utility companies, although from time to time the
Portfolio will include sponsored or unsponsored American Depository Receipts
actively traded in the United States. Under normal market conditions, at least
65% of the value of the Portfolio's total assets will be invested in equity
securities of utility companies. The Portfolio may invest in the equity
securities of electric utilities, and other regulated utilities including, but
not limited to, natural gas pipelines, water utilities and telephone utilities.
The Portfolio may also invest in the equity securities of utility holding
companies. Equity securities for this purpose include common stocks, securities
convertible into common stocks and securities having common stock
characteristics, such as rights and warrants to purchase common stocks. The
Portfolio also may purchase preferred stock and convertible securities. See
"ADDITIONAL INVESTMENT INFORMATION--CONVERTIBLE, DEBT AND NON-TRADITIONAL EQUITY
SECURITIES" and "AMERICAN DEPOSITORY RECEIPTS" for a further discussion of these
investment policies.
The Portfolio may also invest up to 35% of its total assets in the debt
securities of utility companies. Generally, these debt securities will be
investment grade quality as determined by a nationally-recognized statistical
rating organization (e.g., BBB or better by S&P or Baa or better by Moody's) or
be of comparable quality as determined by the investment adviser. The Portfolio
may invest up to 10% of its assets in fixed income securities rated below
investment grade, including foreign government securities as discussed below.
The Portfolio may also invest up to 10% of its assets in securities of foreign
issuers. See "ADDITIONAL INVESTMENT INFORMATION--FOREIGN INVESTMENT
INFORMATION" and "HIGH-YIELD, HIGH RISK SECURITIES" for a further discussion of
these investment policies.
In connection with the Portfolio's ability to invest up to 10% of its total
assets in the securities of foreign issuers, currency considerations may present
risks if the Portfolio holds international securities. In this regard, the
Portfolio may carry on hedging activities, and may invest in forward foreign
currency exchange contracts to hedge currency risks associated with the purchase
of individual securities denominated in a particular currency. See "ADDITIONAL
INVESTMENT INFORMATION--FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS."
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The Portfolio may hold cash or invest in short-term debt securities and other
money market instruments when, in the investment adviser's opinion, such
holdings are prudent given then prevailing market conditions. Except when the
investment adviser believes a temporary defensive approach is appropriate, the
Portfolio, normally, will not hold more than 5% of its total assets in cash or
such short-term investments. All these short-term investments will be of the
highest quality as determined by a nationally-recognized statistical rating
organization (e.g., AAA by S&P or Aaa by Moody's) or be of comparable quality as
determined by the investment adviser. See "ADDITIONAL INVESTMENT INFORMATION"
for further details concerning these and other investment policies.
The investment adviser seeks to invest primarily in high-yielding equity
securities of utility companies and believes that, although capital gains are
important, the dividend return component will be a significant portion of the
expected total return. Further, the investment adviser believes that utility
companies will provide higher income and competitive long-term total returns.
The investment adviser believes that a diversified portfolio of such high-
yielding utility companies will provide more consistent returns than the broad
market, as well as preserve principal in difficult market environments. Equity
securities of companies considered for purchase generally will exhibit a
dividend yield greater than the prevailing yield of the S&P 500 Index.
The investment adviser takes a long-term investment approach by placing a strong
emphasis on its ability to determine attractive values and, generally, does not
seek to respond to short-term changes in the market. It is anticipated that the
annual turnover rate of the Portfolio will generally not exceed 100% under
normal circumstances. The Portfolio will not maintain diversity among economic
sectors and industries due to the specific nature of its investment objective,
but will not invest, ordinarily, more than 5% of its total assets, at the time
of purchase, in the securities of any one company.
THE LABOR SELECT INTERNATIONAL EQUITY PORTFOLIO
The investment objective of The Labor Select International Equity Portfolio is
to achieve maximum long-term total return. The Portfolio seeks to achieve its
objective by investing primarily in equity securities of issuers organized or
having a majority of their assets or deriving a majority of their operating
income outside of the United States, and which, in the investment adviser's
opinion, are undervalued at the time of purchase based on rigorous fundamental
analysis employed by the investment adviser. In addition to following these
quantitative guidelines, the Portfolio's investment adviser will select
securities of issuers that present certain characteristics that are compatible
or operate in accordance with certain investment policies or restrictions
followed by organized labor.
In selecting portfolio securities, the investment adviser emphasizes strong
performance in falling markets relative to other mutual funds focusing on
international equity investments. Equity securities in which the Portfolio may
invest include common stocks and securities convertible into common stock and
securities having common stock characteristics, such as rights and warrants to
purchase common stocks. Additionally, the Portfolio may, from time to time,
hold its assets in cash (which may be U.S. dollars or foreign currency,
including the ECU) or may invest in short-term debt securities or other money
market instruments. Except when the investment adviser believes a temporary
defensive approach is appropriate, the Portfolio generally will not hold more
than 5% of its assets in cash or such short-term instruments. All such holdings
will be of the highest quality as determined by a nationally-recognized
statistical rating organization (e.g., AAA by S&P or Aaa by Moody's) or be of
comparable quality as determined by the Portfolio's investment adviser.
The Portfolio may hold up to 15% of its assets in foreign fixed income
securities when, in the investment adviser's opinion, equity securities are
overvalued and such fixed income securities present an opportunity for returns
greater than those available through investments in equity securities or the
short-term investments described above. The foreign fixed income securities in
which the Portfolio may invest may be U.S. dollar or foreign currency
denominated, including the ECU, and must have a government or government agency
backed credit status which would include, but not be limited to, supranational
entities. A supranational entity is an
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entity established or financially supported by the national governments of one
or more countries to promote development or reconstruction. They include: the
World Bank, European Investment Bank, Asian Development Bank, European Economic
Community and the Inter-American Development Bank. Such fixed income securities
will be, at the time of purchase, of the highest quality (e.g., AAA by S&P or
Aaa by Moody's) or be of comparable quality as determined by the Portfolio's
investment adviser. See "ADDITIONAL INVESTMENT INFORMATION" for a further
description of these and other investment policies.
The investment adviser's approach in selecting investments for the Portfolio is
primarily quantitatively oriented to individual stock selection and is value
driven. In selecting stocks for the Portfolio, the investment adviser
identifies those stocks which it believes will provide the highest total return
over a market cycle, taking into consideration the movement in the price of the
individual security, the impact of currency adjustment on a United States
domiciled, dollar-based investor and the investment guidelines described below.
The investment adviser conducts extensive fundamental research on a global
basis, and it is through this research effort that securities which, in the
investment adviser's opinion, have the potential for maximum long-term total
return are identified. The center of the fundamental research effort is a value
oriented dividend discount methodology toward individual securities and market
analysis which isolates value across country boundaries. This approach focuses
on future anticipated dividends and discounts the value of those dividends back
to what they would be worth if they were being paid today. Comparisons of the
values of different possible investments are then made.
Supplementing the adviser's quantitative approach to stock selection, the
investment adviser will, in managing the Portfolio, also attempt to follow
certain qualitative investment guidelines which seek to identify issuers that
present certain characteristics that are compatible or operate in accordance
with certain investment policies or restrictions followed by organized labor.
These qualitative investment guidelines include country screens, as well as
additional issuer-specific criteria. The country screens require that the
securities are of issuers domiciled in those countries that are included in the
Morgan Stanley Capital International Europe, Australia and Far East ("EAFE")
Index and Canada, as long as the country does not appear on any list of
prohibited or boycotted nations of the AFL-CIO or certain other labor
organizations. Nations that are presently in the EAFE Index include Japan, the
United Kingdom, Germany, France and The Netherlands. In addition, the Portfolio
will tend to favor investment in issuers located in those countries that the
investment adviser perceives as enjoying favorable relations with the United
States. Pursuant to the Portfolio's issuer-specific criteria, the Portfolio
will (1) invest only in companies which are publicly traded; (2) focus on
companies that show, in the investment adviser's opinion, evidence of pursuing
fair labor practices; (3) focus on companies that have not been subject to
penalties or tariffs imposed by applicable U.S. Government agencies for unfair
trade practices within the previous two years; and (4) not invest in initial
public offerings. In the opinion of the Portfolio's investment adviser,
evidence of pursuing fair labor practices would include whether a company has
demonstrated patterns of non-compliance with applicable labor or health and
safety laws. The qualitative labor sensitivity factors that the Portfolio's
investment adviser will utilize in selecting securities will vary over time, and
will be solely in the adviser's discretion.
While the Portfolio is not subject to any specific geographic diversification
requirements, it will, under normal conditions, invest at least 65% of its total
assets in equity securities of issuers organized or having a majority of their
assets or deriving a majority of their operating income in at least three
different countries outside the United States, and which comply with the
parameters described above. Investments in obligations of foreign issuers
involve somewhat different investment risks than those affecting obligations of
United States issuers. The risks posed by investments in foreign countries
frequently are greater. See "ADDITIONAL INVESTMENT INFORMATION--FOREIGN
INVESTMENT INFORMATION."
The investment adviser does not normally intend to respond to short-term market
fluctuations or to acquire securities for the purpose of short-term trading;
however, the investment adviser may take advantage of short-term opportunities
that are consistent with its investment objective. It is anticipated that the
annual turnover rate of the Portfolio, under normal circumstances, will
generally not exceed 100%.
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Currency considerations carry a special risk for a portfolio of international
securities, and the investment adviser employs a purchasing power parity
approach to evaluate currency risk. In this regard, the Portfolio may actively
carry on hedging activities, and may invest in forward foreign currency exchange
contracts to hedge currency risks associated with the purchase of individual
securities denominated in a particular currency. See "ADDITIONAL INVESTMENT
INFORMATION--FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS."
THE REAL ESTATE INVESTMENT TRUST PORTFOLIO
The investment objective of The Real Estate Investment Trust Portfolio is to
achieve maximum long-term total return. Capital appreciation is a secondary
objective. The Portfolio seeks to achieve its objectives by investing in
securities of companies principally engaged in the real estate industry. Under
normal circumstances, at least 65% of the Portfolio's total assets will be
invested in equity securities of real estate investment trusts ("REITs"). The
Portfolio will operate as a nondiversified fund as defined by the 1940 Act.
The Portfolio invests in equity securities of REITs and other real estate
industry operating companies ("REOCs"). For purposes of the Portfolio's
investments, a REOC is a company that derives at least 50% of its gross revenues
or net profits from either (1) the ownership, development, construction,
financing, management or sale of commercial, industrial or residential real
estate, or (2) products or services related to the real estate industry, such
as building supplies or mortgage servicing. The Portfolio's investments in
equity securities of REITs and REOCs may include, from time to time, sponsored
or unsponsored American Depository Receipts actively traded in the United
States. Equity securities for this purpose include common stocks, securities
convertible into common stocks and securities having common stock
characteristics, such as rights and warrants to purchase common stocks. The
Portfolio may also purchase preferred stock. The Portfolio may invest up to 10%
of its assets in foreign securities, and in convertible securities. See
"ADDITIONAL INVESTMENT INFORMATION--FOREIGN INVESTMENT INFORMATION," "AMERICAN
DEPOSITORY RECEIPTS" and "CONVERTIBLE, DEBT AND NON-TRADITIONAL EQUITY
SECURITIES" for further discussion of these investment policies. The Portfolio
may also invest in mortgage-backed securities. See "MORTGAGE-BACKED SECURITIES"
for more detailed information about this investment policy.
The Portfolio may hold cash or invest in short-term debt securities and other
money market instruments when, in the investment adviser's opinion, such
holdings are prudent given then prevailing market conditions. Except when the
investment adviser believes a temporary defensive approach is appropriate, the
Portfolio will not hold more than 5% of its total assets in cash or such short-
term investments. All these short-term investments will be of the highest
quality as determined by a nationally-recognized statistical rating organization
(e.g. AAA by S&P or Aaa by Moody's) or be of comparable quality as determined by
the Portfolio's investment adviser. See "ADDITIONAL INVESTMENT INFORMATION" for
further details concerning these and other investment policies.
Although the Portfolio does not invest directly in real estate, the Portfolio
does invest primarily in REITs, and may purchase equity securities of REOCs.
Thus, because the Portfolio concentrates its investments in the real estate
industry, an investment in the Portfolio may be subject to certain risks
associated with direct ownership of real estate and with the real estate
industry in general. These risks include, among others: possible declines in
the value of real estate; risks related to general and local economic
conditions; possible lack of availability of mortgage funds; overbuilding;
extended vacancies of properties; increases in competition; property taxes and
operating expenses; changes in zoning laws; costs resulting from the clean-up
of, and liability to third parties resulting from, environmental problems;
casualty for condemnation losses, uninsured damages from floods, earthquakes or
other natural disasters; limitations on and variations in rents; and changes in
interest rates.
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The Portfolio may invest without limitation in shares of REITs. REITs are pooled
investment vehicles which invest primarily in income-producing real estate or
real estate related loans or interests. REITs are generally classified as equity
REITs, mortgage REITs or a combination of equity and mortgage REITs. Equity
REITs invest the majority of their assets directly in real property and derive
income primarily from the collection of rents. Equity REITs can also realize
capital gains by selling properties that have appreciated in value. Mortgage
REITs invest the majority of their assets in real estate mortgages and derive
income from the collection of interest payments. Like investment companies such
as the Fund, REITs are not taxed on income distributed to shareholders provided
they comply with several requirements in the Internal Revenue Code of 1986, as
amended (the "Code"). REITs are subject to substantial cash flow dependency,
defaults by borrowers, self-liquidation, and the risk of failing to qualify for
tax-free pass-through of income under the Code, and/or to maintain exemptions
from the 1940 Act. By investing in REITs indirectly through the Portfolio, a
shareholder bears not only a proportionate share of the expenses of the
Portfolio, but also, indirectly, similar expenses of the REITs. For a further
discussion of the risks presented by investing in REITs, see "ADDITIONAL
INVESTMENT INFORMATION--REITS."
While the Portfolio does not intend to invest directly in real estate, the
Portfolio could, under certain circumstances, own real estate directly as a
result of a default on securities the Portfolio owns. In addition, if the
Portfolio has rental income or income from the direct disposition of real
property, the receipt of such income may adversely affect the Portfolio's
ability to retain its tax status as a regulated investment company.
The Portfolio may also, to a limited extent, enter into futures contracts on
stocks, purchase or sell options on such futures, engage in certain options
transactions on stocks and enter into closing transactions with respect to those
activities. However, these activities will not be entered into for speculative
purposes, but rather to facilitate the ability quickly to deploy into the stock
market the Portfolio's positions in cash, short-term debt securities and other
money market instruments, at times when the Portfolio's assets are not fully
invested in equity securities. Such positions will generally be eliminated when
it becomes possible to invest in securities that are appropriate for the
Portfolio. See "ADDITIONAL INVESTMENT INFORMATION--FUTURES CONTRACTS AND
OPTIONS ON FUTURES CONTRACTS" and "OPTIONS" for a further discussion of these
investment policies.
In connection with the Portfolio's ability to invest up to 10% of its total
assets in the securities of foreign issuers, currency considerations may present
risks if the Portfolio holds international securities. Currency considerations
carry a special risk for a portfolio of international securities. In this
regard, the Portfolio may actively carry on hedging activities, and may invest
in forward foreign currency exchange contracts to hedge currency risks
associated with the purchase of individual securities denominated in a
particular currency. See "ADDITIONAL INVESTMENT INFORMATION--FORWARD FOREIGN
CURRENCY EXCHANGE CONTRACTS."
The investment adviser does not normally intend to respond to short-term market
fluctuations or to acquire securities for the purpose of short-term trading;
however, the investment adviser may take advantage of short-term opportunities
that are consistent with its investment objective. It is anticipated that the
annual turnover rate of the Portfolio, under normal circumstances, will
generally not exceed 100%.
THE FIXED INCOME PORTFOLIO
The Fixed Income Portfolio's investment objective is to realize maximum long-
term total return, consistent with reasonable risk. It seeks to achieve its
objective by investing in a diversified portfolio of investment grade fixed
income obligations, including securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities ("U.S. Government securities"),
mortgage-backed securities, asset-backed securities, corporate bonds and other
fixed income securities.
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It seeks maximum long-term total return by investing in debt securities having
an average effective maturity (that is, the market value weighted average time
to repayment of principal) of between one to ten years. Short-and intermediate-
term debt securities (under ten years) form the core of the Portfolio, with
long-term bonds (over ten years) purchased as well when the investment adviser
believes they will enhance return without significantly increasing risk. Average
effective maturity may exceed the above range when the investment adviser
believes opportunities for enhanced returns exceed risk.
Typically, approximately 50% of the Portfolio's assets will be invested in U.S.
Government securities, mortgage-backed securities and asset-backed securities.
All securities purchased by the Portfolio will have an investment grade rating
at the time of purchase. Investment grade fixed income obligations will be
those rated BBB or better by S&P or Baa or better by Moody's or those deemed to
be of comparable quality by the investment adviser. Obligations rated BBB and
Baa have speculative characteristics. To the extent that the rating of a debt
obligation held by the Portfolio falls below BBB or Baa, the Portfolio, as soon
as practicable, will dispose of the security, unless such disposal would be
detrimental to the Portfolio in light of market conditions. See "ADDITIONAL
INVESTMENT INFORMATION--U.S. GOVERNMENT SECURITIES" and "MORTGAGE-BACKED
SECURITIES" for more detailed information about these and other investment
policies.
The Portfolio will normally experience an annual portfolio turnover rate
exceeding 100%, but that rate is not expected to exceed 250%. A 100% turnover
rate would occur if all of the securities in the Portfolio were sold and
replaced within one year. The rate of portfolio turnover is not a limiting
factor when the investment adviser deems it desirable to purchase or sell
securities. High portfolio turnover (over 100%) involves correspondingly
greater brokerage commissions and other transaction costs and may affect taxes
payable by the Portfolio's shareholders that are subject to federal income
taxes. The turnover rate may also be affected by cash requirements from
redemptions and repurchases of the Portfolio's shares. The degree of Portfolio
activity may affect brokerage costs of the Portfolio and taxes payable by
institutional shareholders that are subject to federal income taxes. See
"PORTFOLIO TRANSACTIONS" and "TAXES."
THE LIMITED-TERM MATURITY PORTFOLIO
The Limited-Term Maturity Portfolio seeks to realize a high level of current
income, consistent with the preservation of principal and reasonable risk. It
seeks to achieve its objective by investing in a diversified portfolio of
investment grade fixed income securities including: U.S. Government securities,
mortgage-backed securities, asset-backed securities, corporate bonds and other
fixed income securities. The Portfolio will not exceed an average effective
maturity (that is, the market value weighted average time to repayment of
principal) of five years and will invest at least a majority of its assets in
U.S. Government securities and mortgage-backed securities. The Portfolio also
may hold up to 30% of its assets in investment grade corporate fixed income
obligations (other than mortgage-backed securities and U.S. Government
securities) and asset-backed securities, but may not invest more than 10% of its
assets in such investment grade corporate fixed income securities rated, at the
time of purchase, Baa by Moody's or BBB by S&P or determined to be of comparable
quality by the investment adviser. To the extent that the rating of a debt
obligation held by the Portfolio falls below BBB or Baa, the Portfolio, as soon
as practicable, will dispose of the security, unless such disposal would be
detrimental to the Portfolio in light of market conditions.
The Limited-Term Maturity Portfolio will normally experience an annual portfolio
turnover rate exceeding 100%, but that rate is not expected to exceed 200%. See
"INVESTMENT OBJECTIVES, POLICIES AND RISK CONSIDERATIONS--THE FIXED INCOME
PORTFOLIO" for a discussion of the implication of a portfolio turnover rate
exceeding 100%.
THE GLOBAL FIXED INCOME PORTFOLIO
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The Portfolio seeks to realize current income consistent with the preservation
of investors' principal. It seeks to achieve its objective by investing
primarily in fixed income securities that may also provide the potential for
capital appreciation. The Portfolio is a global fund. As such, it may invest
in securities issued in any currency and may hold foreign currency. Under
normal circumstances, at least 65% of the Portfolio's assets will be invested in
the fixed income securities of issuers organized or having a majority of their
assets in or deriving a majority of their operating income in at least three
different countries, one of which may be the United States. Securities of
issuers within a given country may be denominated in the currency of another
country or in multinational currency units such as the ECU. The Portfolio will
operate as a nondiversified fund as defined by the 1940 Act.
The investment adviser's approach in selecting investments for the portfolio is
oriented to country selection and is value driven. In selecting fixed income
instruments for the Portfolio, the investment adviser identifies those
countries' fixed income markets which it believes will provide the United
States' domiciled investor the highest yield over a market cycle, while also
offering the opportunity for capital gain and currency appreciation. The
investment adviser conducts extensive fundamental research on a global basis,
and it is through this effort that attractive fixed income markets are selected
for investment. The core of the fundamental research effort is a value oriented
discounted income stream methodology which isolates value across country
boundaries. This approach focuses on future coupon and redemption payments and
discounts the value of those payments back to what they would be worth if they
were to be paid today. Comparisons of the values of different possible
investments are then made. The investment adviser's management approach is
long-term in orientation, and it is therefore expected that the annual turnover
of the portfolio will not exceed 200% under normal circumstances. See
"PORTFOLIO TRANSACTIONS" and "TAXES."
The Portfolio will attempt to achieve its objective by investing in a broad
range of fixed income securities, including debt obligations of foreign and U.S.
companies which are generally rated A or better by S&P or Moody's or, if
unrated, are deemed to be of comparable quality by Delaware International, as
well as foreign and U.S. Government securities with the limitation noted below.
The Portfolio may invest up to 5% of its assets in fixed income securities rated
below investment grade, including foreign government securities as discussed
below. See "ADDITIONAL INVESTMENT INFORMATION--HIGH-YIELD, HIGH RISK
SECURITIES." The Portfolio may also invest in zero coupon bonds, and in the
debt securities of supranational entities denominated in any currency. The
Portfolio may also invest in mortgage-backed securities. See "ADDITIONAL
INVESTMENT INFORMATION--MORTGAGE-BACKED SECURITIES."
Zero coupon bonds are debt obligations which do not entitle the holder to any
periodic payments of interest prior to maturity or a specified date when the
securities begin paying current interest, and therefore are issued and traded at
a discount from their face amounts or par value. A supranational entity is an
entity established or financially supported by the national governments of one
or more countries to promote reconstruction or development. Examples of
supranational entities include, among others, the World Bank, the European
Economic Community, the European Coal and Steel Community, the European
Investment Bank, the Inter-Development Bank, the Export-Import Bank and the
Asian Development Bank. For increased safety, the Portfolio currently
anticipates that a large percentage of its assets will be invested in U.S.
Government securities and foreign government securities and securities of
supranational entities.
With respect to U.S. Government securities, the Portfolio may invest only in
securities issued or guaranteed as to the payment of principal and interest by
the U.S. Government, and those of its agencies or instrumentalities which are
backed by the full faith and credit of the United States. Direct obligations of
the U.S. Government which are available for purchase by the Portfolio include
bills, notes, bonds and other debt securities issued by the U.S. Treasury.
These obligations differ mainly in interest rates, maturities and dates of
issuance. Agencies whose obligations are backed by the full faith and credit of
the United States include the Farmers Home Administration, Federal Financing
Bank and others. When the Portfolio's investment adviser believes a temporary
defensive approach is appropriate, the Portfolio may hold up to 100% of its
assets in such U.S. Government securities and certain other short-term
instruments. See "ADDITIONAL INVESTMENT INFORMATION--U.S. GOVERNMENT
SECURITIES" and "SHORT-TERM INVESTMENTS."
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With respect to securities issued by foreign governments, their agencies,
instrumentalities or political subdivisions, the Portfolio will generally invest
in such securities if they have been rated AAA or AA by S&P or Aaa or Aa by
Moody's or, if unrated, have been determined by the investment adviser to be of
comparable quality. As noted above, the Portfolio may invest up to 5% of its
assets in non-investment grade fixed income securities. These investments may
include foreign government securities, some of which may be so-called Brady
Bonds. See "ADDITIONAL INFORMATION--HIGH-YIELD, HIGH RISK SECURITIES." The
Portfolio may also invest in sponsored or unsponsored American Depository
Receipts or European Depository Receipts. While the Portfolio may purchase
securities of issuers in any foreign country, developed or underdeveloped, it is
currently anticipated that the countries in which the Portfolio may invest will
include, but not be limited to, Canada, Germany, the United Kingdom, New
Zealand, France, The Netherlands, Belgium, Spain, Switzerland, Ireland, Denmark,
Portugal, Italy, Austria, Norway, Sweden, Finland, Luxembourg, Japan and
Australia. With respect to certain countries, investments by an investment
company may only be made through investments in closed-end investment companies
that in turn are authorized to invest in the securities of issuers in such
countries. Any investment the Portfolio may make in other investment companies
is limited in amount by the 1940 Act and would involve the indirect payment of a
portion of the expenses, including advisory fees, of such other investment
companies. See "ADDITIONAL INVESTMENT INFORMATION--FOREIGN INVESTMENT
INFORMATION" and "AMERICAN DEPOSITORY RECEIPTS."
Currency considerations carry a special risk for a portfolio of international
securities and the investment adviser employs a purchasing power parity approach
to evaluate currency risk. In this regard, the Portfolio will actively carry on
hedging activities, and may invest in forward foreign currency exchange
contracts to hedge currency risks associated with its portfolio of securities.
See "ADDITIONAL INVESTMENT INFORMATION--FORWARD FOREIGN CURRENCY EXCHANGE
CONTRACTS."
It is anticipated that the average weighted maturity of the Portfolio will be in
the five-to-ten year range. If, however, the investment adviser anticipates a
declining interest rate environment, the average weighted maturity may be
extended beyond ten years. Conversely, if the investment adviser anticipates a
rising rate environment, the average weighted maturity may be shortened to less
than five years. The Portfolio will not invest 25% or more of its total assets
in the securities of issuers all of which conduct their principal business
activities in the same industry.
THE INTERNATIONAL FIXED INCOME PORTFOLIO
The Portfolio seeks to realize current income consistent with the preservation
of investors' principal. It seeks to achieve its objective by investing
primarily in fixed income securities that may also provide the potential for
capital appreciation. The Portfolio is an international fund. As such, it may
invest in securities issued in any currency and may hold foreign currency.
Under normal circumstances, at least 65% of the Portfolio's assets will be
invested in the fixed income securities of issuers organized or having a
majority of their assets in or deriving a majority of their operating income in
at least three different countries outside of the United States. Under normal
circumstances, the Portfolio intends to invest in securities which are
denominated in foreign currencies. Securities of issuers within a given country
may be denominated in the currency of another country or in multinational
currency units such as ECU. The Portfolio will operate as a nondiversified fund
as defined by the 1940 Act.
The investment adviser's approach in selecting investments for the portfolio is
oriented to country selection and is value driven. In selecting fixed income
instruments for the Portfolio, the investment adviser identifies those
countries' fixed income markets which it believes will provide the United States
domiciled investor the highest yield over a market cycle, while also offering
the opportunity for capital gain and currency appreciation. The investment
adviser conducts extensive fundamental research on a global basis, and it is
through this effort that attractive fixed income markets are selected for
investment. The core of the fundamental research effort is a value oriented
discounted income stream methodology which isolates value across country
boundaries. This
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approach focuses on future coupon and redemption payments and discounts the
value of those payments back to what they would be worth if they were to be paid
today. Comparisons of the values of different possible investments are then
made. The investment adviser's management approach is long-term in orientation,
but, it is expected that the annual turnover of the portfolio will be
approximately 200% under normal circumstances. See "PORTFOLIO TRANSACTIONS" and
"TAXES."
The Portfolio will attempt to achieve its objective by investing in a broad
range of fixed income securities, including debt obligations of foreign
companies which are generally rated A or better by S&P or Moody's or, if
unrated, are deemed to be of comparable quality by Delaware International, as
well as, foreign government securities with the limitation noted below. The
Portfolio may invest up to 5% of its assets in fixed income securities rated
below investment grade, including foreign government securities as discussed
below. See "ADDITIONAL INVESTMENT INFORMATION--HIGH-YIELD, HIGH RISK
SECURITIES." The Portfolio may also invest in zero coupon bonds, and in the
debt securities of supranational entities denominated in any currency.
Zero coupon bonds are debt obligations which do not entitle the holder to any
periodic payments of interest prior to maturity or a specified date when the
securities begin paying current interest, and therefore are issued and traded at
a discount from their face amounts or par value. A supranational entity is an
entity established or financially supported by the national governments of one
or more countries to promote reconstruction or development. Examples of
supranational entities include, among others, the World Bank, the European
Economic Community, the European Coal and Steel Community, the European
Investment Bank, the Inter-Development Bank, the Export-Import Bank and the
Asian Development Bank. For increased safety, the Portfolio currently
anticipates that a large percentage of its assets will be invested in foreign
government securities and securities of supranational entities.
With respect to U.S. Government securities, the Portfolio may invest only in
securities issued or guaranteed as to the payment of principal and interest by
the U.S. Government, and those of its agencies or instrumentalities which are
backed by the full faith and credit of the United States. Direct obligations of
the U.S. Government which are available for purchase by the Portfolio include
bills, notes, bonds and other debt securities issued by the U.S. Treasury.
These obligations differ mainly in interest rates, maturities and dates of
issuance. Agencies whose obligations are backed by the full faith and credit of
the United States include the Farmers Home Administration, Federal Financing
Bank and others. When the Portfolio's investment adviser believes a temporary
defensive approach is appropriate, the Portfolio may hold up to 100% of its
assets in such U.S. Government securities and certain other short-term
instruments. See "ADDITIONAL INVESTMENT INFORMATION--U.S. GOVERNMENT
SECURITIES" and "SHORT-TERM INVESTMENTS."
With respect to securities issued by foreign governments, their agencies,
instrumentalities or political subdivisions, the Portfolio will generally invest
in such securities if they have been rated AAA or AA by S&P or Aaa or Aa by
Moody's or, if unrated, have been determined by the investment adviser to be of
comparable quality. As noted above, the Portfolio may invest up to 5% of its
assets in non-investment grade fixed income securities. These investments may
include foreign government securities, some of which may be so-called Brady
Bonds. See "ADDITIONAL INFORMATION--HIGH-YIELD, HIGH RISK SECURITIES." The
Portfolio may also invest in sponsored or unsponsored American Depository
Receipts or European Depository Receipts. While the Portfolio may purchase
securities of issuers in any foreign country, developed or underdeveloped, it is
currently anticipated that the countries in which the Portfolio may invest will
include, but not be limited to, Canada, Germany, the United Kingdom, New
Zealand, France, The Netherlands, Belgium, Spain, Switzerland, Ireland, Denmark,
Portugal, Italy, Austria, Norway, Sweden, Finland, Luxembourg, Japan and
Australia. With respect to certain countries, investments by an investment
company may only be made through investments in closed-end investment companies
that in turn are authorized to invest in the securities of issuers in such
countries. Any investment the Portfolio may make in other investment companies
is limited in amount by the 1940 Act and would involve the indirect payment of a
portion of the expenses, including advisory fees, of such other investment
companies. See "ADDITIONAL INVESTMENT
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INFORMATION--FOREIGN INVESTMENT INFORMATION" and "AMERICAN DEPOSITORY RECEIPTS."
Currency considerations carry a special risk for a portfolio of international
securities and the investment adviser employs a purchasing power parity approach
to evaluate currency risk. In this regard, the Portfolio will actively carry on
hedging activities, and may utilize a wide range of hedging instruments,
including options, futures contracts, and related options, and forward foreign
currency exchange contracts to hedge currency risks associated with its
portfolios of securities. See "ADDITIONAL INVESTMENT INFORMATION--FORWARD
FOREIGN CURRENCY EXCHANGE CONTRACTS, FUTURES CONTRACTS AND OPTIONS ON FUTURES
CONTRACTS" and "OPTIONS."
It is anticipated that the average weighted maturity of the Portfolio will be in
the five-to-ten year range. If, however, the investment adviser anticipates a
declining interest rate environment, the average weighted maturity may be
extended beyond ten years. Conversely, if the investment adviser anticipates a
rising rate environment, the average weighted maturity may be shortened to less
than five years. The Portfolio will not invest 25% or more of its total assets
in the securities of issuers all of which conduct their principal business
activities in the same industry.
THE HIGH-YIELD BOND PORTFOLIO
The High-Yield Bond Portfolio's investment objective is to seek high total
return. The Portfolio seeks to achieve its objective by investing primarily in
bonds rated CCC or higher by S&P or Caa or higher by Moody's or, if unrated,
judged to be of comparable quality by the investment adviser.
The Portfolio will invest at least 80% of its assets at the time of purchase in:
(1) corporate bonds that may be rated CCC or higher by S&P or Caa or higher by
Moody's, or that may be unrated (which may be more speculative in nature than
rated bonds); (2) securities issued or guaranteed by the U.S Government, its
agencies or instrumentalities; or (3) commercial paper of companies rated A-1 or
A-2 by S&P or rated P-1 or P-2 by Moody's or, if unrated, judged to be of
comparable quality by the investment adviser. The Portfolio may also invest in
income-producing securities, including common stocks and preferred stocks, some
of which may have convertible features or attached warrants and which may be
speculative. See "ADDITIONAL INVESTMENT INFORMATION--CONVERTIBLE, DEBT AND NON-
TRADITIONAL EQUITY SECURITIES" for a further discussion of these investment
policies. The Portfolio may invest up to 10% of its total assets in securities
of issuers domiciled in foreign countries. The Portfolio may hold cash or
invest in short-term debt securities and other money market instruments when, in
the investment adviser's opinion, such holdings are prudent given then
prevailing market conditions. Except when the investment adviser believes a
temporary defensive approach is appropriate, the Portfolio normally will not
hold more than 5% of its total assets in cash or such short-term investments.
All these short-term investments will be of the highest quality as determined by
a nationally-recognized statistical rating organization (e.g., AAA by S&P or Aaa
by Moody's) or, if unrated, judged to be of comparable quality as determined by
the investment adviser. See "ADDITIONAL INVESTMENT INFORMATION" for further
details concerning these and other investment policies.
Although the Portfolio does not generally purchase a substantial amount of zero
coupon bonds or pay-in-kind (PIK) bonds, from time to time, the Portfolio may
acquire zero coupon bonds and, to a lesser extent, PIK bonds. Zero coupon bonds
and PIK bonds are generally considered to be more interest-sensitive than income
bearing bonds, to be more speculative than interest-bearing bonds, and to have
certain tax consequences which could, under certain circumstances, be adverse to
the Portfolio. For example, the Portfolio accrues, and is required to
distribute to shareholders income on its zero coupon bonds. However, the
Portfolio may not receive the cash associated with this income until the bonds
are sold or mature. If the Portfolio did not have sufficient
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cash to make the required distribution of accrued income, the Portfolio could be
required to sell other securities in its portfolio or to borrow to generate the
cash required.
With respect to U.S. Government securities, the Portfolio may invest only in
securities issued or guaranteed as to the payment of principal and interest by
the U.S. Government, and those of its agencies or instrumentalities which are
backed by the full faith and credit of the United States. Direct obligations of
the U.S. Government which are available for purchase by the Portfolio include
bills, notes, bonds and other debt securities issued by the U.S. Treasury.
These obligations differ mainly in interest rates, maturities and dates of
issuance. Agencies whose obligations are backed by the full faith and credit of
the United States include the Farmers Home Administration, Federal Financing
Bank and others. See "ADDITIONAL INVESTMENT INFORMATION--U.S. GOVERNMENT
SECURITIES."
The investment adviser does not normally intend to respond to short-term market
fluctuations or to acquire securities for the purpose of short-term trading;
however, the investment adviser may take advantage of short-term opportunities
that are consistent with its investment objective. It is anticipated that the
annual turnover rate of the Portfolio, under normal circumstances, will
generally not exceed 100%.
It is anticipated that the Portfolio's assets will be invested primarily in
unrated corporate bonds and bonds rated CCC or higher by S&P or Caa or higher by
Moody's, or, if unrated, judged to be of comparable quality by the investment
adviser. The market values of fixed income securities generally fall when
interest rates rise and, conversely, rise when interest rates fall. Lower rated
and unrated fixed income securities tend to reflect short-term corporate and
market developments to a greater extent than higher rated fixed income
securities, which react primarily to fluctuations in the general level of
interest rates. These lower rated or unrated securities generally have higher
yields, but, as a result of factors such as reduced creditworthiness of issuers,
increased risks of default and a more limited and less liquid secondary market,
are subject to greater volatility and risks of loss of income and principal than
are higher rated securities. The investment adviser will attempt to reduce such
risks through portfolio diversification, credit analysis, and attention to
trends in the economy, industries and financial markets.
Investing in these so-called "junk" or "high-yield" bonds entails certain risks,
including the risk of loss of principal, which may be greater than the risks
involved in investment grade bonds, and which should be considered by investors
contemplating an investment in the Portfolio. Such bonds are sometimes issued
by companies whose earnings at the time of issuance are less than the projected
debt service on the junk bonds. Some of the principal risks to which junk bonds
are subject are discussed below.
Although the market for high-yield bonds has been in existence for many years,
including periods of economic downturns, the high-yield market grew rapidly
during the long economic expansion which took place in the United States during
the 1980s. During the economic expansion, the use of high-yield debt securities
to fund highly leveraged corporate acquisitions and restructurings increased
dramatically. As a result, the high-yield market grew substantially during the
economic expansion. Although experts disagree on the impact recessionary
periods have had and will have on the high-yield market, some analysts believe a
protracted economic downturn would severely disrupt the market for high-yield
bonds, would adversely affect the value of outstanding bonds and would adversely
affect the ability of high-yield issuers to repay principal and interest. Those
analysts cite volatility experienced in the high-yield market in the past as
evidence for their position. It is likely that protracted periods of economic
uncertainty would result in increased volatility in the market prices of high-
yield bonds, an increase in the number of high-yield bond defaults and
corresponding volatility in the Portfolio's net asset value.
In addition, if, as a result of volatility in the high-yield market or other
factors, the Portfolio experiences substantial net redemptions of the
Portfolio's shares for a sustained period of time, the Portfolio may be required
to sell securities without regard to the investment merits of the securities to
be sold. If the Portfolio sells a substantial number of securities to generate
proceeds for redemptions, the asset base of the Portfolio will decrease and the
Portfolio's expense ratios may increase.
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Furthermore, the secondary market for high-yield securities is currently
dominated by institutional investors, including mutual funds and certain
financial institutions. There is generally no established retail secondary
market for high-yield securities. As a result, the secondary market for high-
yield securities is more limited and less liquid than other secondary securities
markets. The high-yield secondary market is particularly susceptible to
liquidity problems when the institutions which dominate it temporarily cease
buying bonds for regulatory, financial or other reasons, such as the savings and
loan crisis. A less liquid secondary market may have an adverse effect on the
Portfolio's ability to dispose of particular issues, when necessary, to meet the
Portfolio's liquidity needs or in response to a specific economic event, such as
the deterioration in the creditworthiness of the issuer. In addition, a less
liquid secondary market makes it more difficult for the Portfolio to obtain
precise valuations of the high-yield securities in its portfolio. During periods
involving such liquidity problems, judgment plays a greater role in valuing
high-yield securities than is normally the case. The secondary market for high-
yield securities is also generally considered to be more likely to be disrupted
by adverse publicity and investor perceptions than the more established
secondary securities markets. The Portfolio's privately placed high-yield
securities are particularly susceptible to the liquidity and valuation risks
outlined above.
Finally, there are a variety of legislative actions which have been taken or
which are considered from time to time by the United States Congress which could
adversely affect the market for high-yield bonds. For example, Congressional
legislation limited the deductibility of interest paid on certain high-yield
bonds used to finance corporate acquisitions. Also, Congressional legislation
has, with some exceptions, generally prohibited federally-insured savings and
loan institutions from investing in high-yield securities. Regulatory actions
have also affected the high-yield market. For example, many insurance companies
have restricted or eliminated their purchase of high-yield bonds as a result of,
among other factors, actions taken by the National Association of Insurance
Commissioners. If similar legislative and regulatory actions are taken in the
future, they could result in further tightening of the secondary market for
high-yield issues, could reduce the number of new high-yield securities being
issued and could make it more difficult for the Portfolio to attain its
investment objective.
See "ADDITIONAL INVESTMENT INFORMATION--HIGH-YIELD, HIGH RISK SECURITIES" for
further information about high-yield securities.
PURCHASE OF SHARES
Shares of each Portfolio may be purchased without a sales commission, at net
asset value per share next determined after (i) the Fund has been notified by
telephone of your purchase order and (ii) Federal Funds have been delivered to
the Fund's bank account maintained with The Morgan Guaranty Trust Company of New
York ("Custodian Bank"). Shares of The International Equity Portfolio and The
Labor Select International Equity Portfolio may, under certain circumstances, be
required to be purchased in-kind, as noted below. At such time as the Fund
receives appropriate regulatory approvals to do so in the future, under certain
circumstances, the Fund may, at its sole discretion, allow institutional
investors who have an existing investment counseling relationship with Delaware
Investment Advisers or Delaware International to make investments in the
Portfolios by a contribution of securities in-kind to such Portfolios. See
"VALUATION OF SHARES."
The minimum initial investment for a Portfolio is $1,000,000.
BY FEDERAL FUNDS WIRE
Purchases of shares of a Portfolio may only be made by having your bank wire
Federal Funds to the Fund's bank account maintained with the Custodian Bank. In
order for share purchases to be priced at the end of a given business day, the
Fund must be notified by telephone and Federal Funds must be received no later
than the close of regular trading on the New York Stock Exchange ("NYSE")
(ordinarily, 4 p.m., Eastern time) on days when the exchange is open. If notice
is given or Federal Funds are delivered after that time, the purchase order will
be priced on the following business day. In order to ensure prompt receipt of
your Federal Funds Wire and processing of your purchase order, it is important
that the following steps be taken:
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1. Telephone the Fund (Toll Free: 1-800-231-8002) and provide us with the
account name, address, telephone number, Tax Identification Number, the
Portfolio(s) selected, the amount being wired and by which bank and which
specific branch, if applicable. We will provide you with a Fund account number.
2. Instruct your bank to wire the specified amount of Federal Funds to the
Fund's Wire Concentration Bank Account (be sure to have your bank include the
name of the Portfolio(s) selected and the account number assigned to you) at:
The Morgan Guaranty Trust Company of New York
New York, NY 10015
ABA #021000238
DDA #001-30-970 (The Defensive Equity Portfolio)
DDA #001-30-981 (The Aggressive Growth Portfolio)
DDA #001-30-992 (The International Equity Portfolio)
DDA #001-00-000 (The Defensive Equity Small/Mid-Cap
Portfolio)
DDA #001-76-000 (The Defensive Equity Utility Portfolio)
DDA #001-00-554 (The Labor Select International Equity
Portfolio)
DDA #001-76-532 (The Real Estate Investment Trust Portfolio)
DDA #001-31-003 (The Fixed Income Portfolio)
DDA #001-31-014 (The Limited-Term Maturity Portfolio)
DDA #001-49-527 (The Global Fixed Income Portfolio)
DDA #001-63-453 (The International Fixed Income Portfolio)
DDA #001-00-000 (The High-Yield Bond Portfolio)
Attn: Delaware Pooled Trust, Inc.
Ref: (Portfolio name, your account number, your account
name)
Federal Funds purchase orders will be accepted only on a day on which the Fund,
the NYSE and the Custodian Bank are open for business.
3. Complete the Account Registration Form within two days and mail it to:
Delaware Pooled Trust, Inc.
One Commerce Square
2005 Market Street
Philadelphia, PA 19103
Attn: Client Services
IN-KIND PURCHASES OR SIMILAR PROCEDURES (THE INTERNATIONAL EQUITY PORTFOLIO AND
THE LABOR SELECT INTERNATIONAL EQUITY PORTFOLIO)
Institutions proposing to invest an amount which at the time they telephone the
Fund (as required above), would constitute 5% or more of the assets of The
International Equity Portfolio and The Labor Select International Equity
Portfolio will, under normal circumstances, be required to make purchases by
tendering securities in which the respective Portfolio otherwise would invest
or, by following another procedure that will have the same economic effect as an
in-kind purchase. In either case, an investor that is required to purchase
shares pursuant to those procedures will be required to pay the brokerage or
other transaction costs of acquiring the subject securities. Prospective
investors will be notified when they telephone the Fund whether their investment
must be made in-kind or by such other procedure and, if in-kind, what
securities must be tendered. The purchase price per share for such investors
shall be the net asset value next determined after, as the case may be, (1)
delivery of cash or securities to the Custodian Bank and/or (2) the assignment
to the respective Portfolio by a prospective purchaser on trade date of the
investor's right to delivery of securities as to which brokerage orders have
been placed (but, as to which settlement is yet to occur) and delivery of cash
in an amount necessary to pay for those securities on settlement date. The
assets provided to the Portfolio pursuant to these
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procedures shall be valued consistent with the same valuation procedures used to
calculate the Portfolio's net asset value. See "VALUATION OF SHARES." Such
investors should contact the Fund at (1-800-231-8002) for further information.
ADDITIONAL INVESTMENTS
You may add to your shareholder account at any time and in any amount.
Procedures are the same as those to be followed for a new account, in as much as
it is very important to notify the Fund of your impending purchase by first
calling the Fund (1-800-231-8002). Then you must be sure that your bank follows
the same procedures as described above with respect to the wiring of Federal
Funds to the Fund's Custodian Bank. Additional investments in The International
Equity Portfolio and The Labor Select International Equity Portfolio are subject
to the same procedures and requirements (including the in-kind or similar
procedures) set forth above.
REDEMPTION OF SHARES
You may withdraw all or any portion of the amount in your account by redeeming
shares at any time. The Fund will redeem shares of each Portfolio at its net
asset value next determined after receipt of your redemption request in
accordance with the following instructions. On days that the Fund, the NYSE and
the Custodian Bank are open for business, the net asset value of the Fund's
Portfolios are determined as of the close of regular trading of the NYSE
(ordinarily, 4 p.m., Eastern time). See "VALUATION OF SHARES."
Shares of the Fund may be redeemed by mail, FAX message, or telephone. No
charge is made for redemption. The proceeds of any redemption may be more or
less than the purchase price of your shares depending on the market value of the
investment securities held by the Portfolio. Shares of The International Equity
Portfolio, The Labor Select International Equity Portfolio, The Global Fixed
Income Portfolio and The International Fixed Income Portfolio may, under certain
circumstances, be required to be redeemed in-kind in portfolio securities, as
noted below.
BY MAIL OR FAX MESSAGE
Each Portfolio will redeem its shares at the net asset value next determined on
the date the request is received in "good order." Your request should be
addressed to:
Delaware Pooled Trust, Inc.
Attn: Client Services
One Commerce Square
2005 Market Street
Philadelphia, PA 19103
FAX # 215-972-8864
"Good order" for purposes of mail or FAX message redemptions means that the
request to redeem must include the following documentation:
a. A letter of instruction specifying the number of shares or dollar amount to
be redeemed signed by the appropriate corporate or organizational officer(s)
exactly as it appears on the Account Registration Form.
b. If you wish to change the name of the commercial bank or account designation
to receive the redemption proceeds as provided in the Account Registration Form,
then a separate written request must be submitted to the Fund at the above
address and copies of this request sent to both the current commercial bank and
the new
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designee bank. Prior to redemption, the Fund will telephonically confirm the
change with both the current and the new designee banks. Further clarification
of these procedures can be obtained by calling the Fund.
BY TELEPHONE
If you have previously elected the Telephone Redemption Option on the Account
Registration Form, you can request a redemption of your shares by calling the
Fund and requesting the redemption proceeds be wired to the commercial bank or
account designation identified in the Account Registration Form. Shares cannot
be redeemed by telephone if stock certificates are held for those shares or, in
the case of The International Equity Portfolio, The Labor Select International
Equity Portfolio, The Global Fixed Income Portfolio or The International Fixed
Income Portfolio, in instances when the special in-kind redemption procedures
are triggered, as described below. Please contact the Fund for further details.
In times of drastic market conditions, the telephone redemption option may be
difficult to implement. If you experience difficulty in making a telephone
redemption, your request may be made by mail or FAX message, pursuant to the
procedures described above. It will be implemented at the net asset value next
determined after it is received. Neither the Fund, the Portfolios nor the
Fund's transfer agent, Delaware Service Company, Inc., is responsible for any
losses incurred in acting upon written or telephone instructions for redemption
or exchange of Portfolio shares which are reasonably believed to be genuine.
With respect to such telephone transactions, the Fund will ensure that
reasonable procedures are used to confirm that instructions communicated by
telephone are genuine (including verification of a form of personal
identification) as, if it does not, the Fund or Delaware Service Company, Inc.
may be liable for any losses due to unauthorized or fraudulent transactions. A
written confirmation will be provided for all purchase, exchange and redemption
transactions initiated by telephone.
To change the name of the commercial bank or account designated to receive the
redemption proceeds, a written request must be sent to the Fund at the address
above. Requests to change the bank or account designation must be signed by the
appropriate person(s) authorized to act on behalf of the shareholder.
The Fund's telephone redemption privileges and procedures may be modified or
terminated by the Fund only upon written notice to the Fund's client
shareholders.
REDEMPTIONS IN-KIND OR SIMILAR PROCEDURES (THE INTERNATIONAL EQUITY, THE LABOR
SELECT INTERNATIONAL EQUITY, THE GLOBAL FIXED INCOME AND THE INTERNATIONAL FIXED
INCOME PORTFOLIOS)
Institutions proposing to redeem an amount which, at the time they notify the
Fund of their intention to redeem (as described below), would constitute 5% or
more of the assets of The International Equity Portfolio, The Labor Select
International Equity Portfolio, The Global Fixed Income Portfolio or The
International Fixed Income Portfolio will, under normal circumstances, be
required to accept their redemption proceeds in-kind in Portfolio securities,
unless they elect another procedure which will have the same economic effect as
an in-kind redemption. In either case, an investor that is required to redeem
shares pursuant to this election must bear the brokerage or other transaction
costs of selling the Portfolio securities representing the value of their
redeemed shares. Any Portfolio securities delivered upon redemption will be
valued as described in "VALUATION OF SHARES." Investors in these Portfolios
should contact the Fund at (1-800-231-8002) for further information.
Institutional investors who have an existing investment counseling relationship
with Delaware Investment Advisers or Delaware International will not be subject
to the Fund's in-kind redemption requirements until such time as the Fund
receives appropriate regulatory approvals to permit such redemptions for the
account of such institutional investors.
IMPORTANT REDEMPTION INFORMATION
Because the Fund's shares are sold to institutional investors with a relatively
high investment minimum, Fund shareholders likely will hold a significant number
of Fund shares. For this reason, the Fund requests that
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shareholders proposing to make a large redemption order give the Fund at least
ten days advanced notice of any such order. This request can easily be satisfied
by calling the Fund at (1-800-231-8002), and giving notification of your future
intentions. Once a formal redemption order is received, the Fund, in the case of
redemptions to be made in cash, normally will make payment for all shares
redeemed under this procedure within three business days of receipt of the
order. In no event, however, will payment be made more than seven days after
receipt of a redemption request in good order. The Fund may suspend the right of
redemption or postpone the date at times when the NYSE is closed, or under any
emergency circumstances as determined by the Securities and Exchange Commission
("Commission").
With respect to The International Equity, The Labor Select International Equity,
The Global Fixed Income and The International Fixed Income Portfolios, as noted
above, or if the Fund otherwise determines that it would be detrimental to the
best interests of the remaining shareholders of a Portfolio to make payment
wholly or partly in cash, the Fund may pay the redemption proceeds in whole or
in part by a distribution in-kind of securities held by a Portfolio in lieu of
cash in conformity with applicable rules of the Commission. Investors may incur
brokerage charges on the sale of Portfolio securities so received in payment of
redemptions.
Due to the relatively high cost of maintaining shareholder accounts, the Fund
reserves the right to redeem shares in a Portfolio if the value of your holdings
in that Portfolio is below $500,000. The Fund, however, will not redeem shares
based solely upon market reductions in net asset value. If the Fund intends to
take such action, a shareholder would be notified and given 90 days to make an
additional investment before the redemption is processed.
ADDITIONAL INVESTMENT INFORMATION
U.S. GOVERNMENT SECURITIES
The U.S. Government securities in which the various Portfolios may invest for
temporary purposes and otherwise (see "INVESTMENT OBJECTIVES, POLICIES AND RISK
CONSIDERATIONS"), include a variety of securities which are issued or guaranteed
as to the payment of principal and interest by the U.S. Government, and by
various agencies or instrumentalities which have been established or sponsored
by the U.S. Government.
U.S. Treasury securities are backed by the "full faith and credit" of the United
States. Securities issued or guaranteed by federal agencies and U.S. Government
sponsored instrumentalities may or may not be backed by the full faith and
credit of the United States. In the case of securities not backed by the full
faith and credit of the United States, investors in such securities look
principally to the agency or instrumentality issuing or guaranteeing the
obligation for ultimate repayment, and may not be able to assert a claim against
the United States itself in the event the agency or instrumentality does not
meet its commitment. Agencies which are backed by the full faith and credit of
the United States include the Export-Import Bank, Farmers Home Administration,
Federal Financing Bank, and others. Certain agencies and instrumentalities,
such as the Government National Mortgage Association ("GNMA"), are, in effect,
backed by the full faith and credit of the United States through provisions in
their charters that they may make "indefinite and unlimited" drawings on the
Treasury, if needed to service its debt. Debt from certain other agencies and
instrumentalities, including the Federal Home Loan Bank and Federal National
Mortgage Association, are not guaranteed by the United States, but those
institutions are protected by the discretionary authority for the U.S. Treasury
to purchase certain amounts of their securities to assist the institutions in
meeting their debt obligations. Finally, other agencies and instrumentalities,
such as the Farm Credit System and the Federal Home Loan Mortgage Corporation,
are federally chartered institutions under U.S. Government supervision, but
their debt securities are backed only by the creditworthiness of those
institutions, not the U.S. Government.
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Some of the U.S. Government agencies that issue or guarantee securities include
the Export-Import Bank of the United States, Farmers Home Administration,
Federal Housing Administration, Maritime Administration, Small Business
Administration, and the Tennessee Valley Authority.
An instrumentality of a U.S. Government agency is a government agency organized
under Federal charter with government supervision. Instrumentalities issuing or
guaranteeing securities include, among others, Federal Home Loan Banks, the
Federal Land Banks, Central Bank for Cooperatives, Federal Immediate Credit
Banks and the Federal National Mortgage Association.
MORTGAGE-BACKED SECURITIES
The Real Estate Investment Trust, The Fixed Income, The Limited-Term Maturity
and The Global Fixed Income Portfolios may invest in mortgage-backed securities
issued or guaranteed by the U.S. Government, its agencies or instrumentalities
or by government sponsored corporations. Those securities include, but are not
limited to, GNMA certificates. Such securities differ from other fixed income
securities in that principal is paid back by the borrower over the length of the
loan rather than returned in a lump sum at maturity. When prevailing interest
rates rise, the value of a GNMA security may decrease as do other debt
securities. When prevailing interest rates decline, however, the value of GNMA
securities may not rise on a comparable basis with other debt securities because
of the prepayment feature of GNMA securities. Additionally, if a GNMA
certificate is purchased at a premium above its principal value because its
fixed rate of interest exceeds the prevailing level of yields, the decline in
price to par may result in a loss of the premium in the event of prepayment.
Funds received from prepayments may be reinvested at the prevailing interest
rates which may be lower than the rate of interest that had previously been
earned.
The Portfolios also may invest in collateralized mortgage obligations ("CMOs")
and real estate mortgage investment conduits ("REMICs"). CMOs are debt
securities issued by U.S. Government agencies or by financial institutions and
other mortgage lenders and collateralized by a pool of mortgages held under an
indenture. CMOs are issued in a number of classes or series with different
maturities. The classes or series are retired in sequence as the underlying
mortgages are repaid. REMICs, which were authorized under the Tax Reform Act of
1986, are private entities formed for the purpose of holding a fixed pool of
mortgages secured by an interest in real property. REMICs are similar to CMOs
in that they issue multiple classes of securities. To the extent any privately-
issued CMOs or REMICs in which the Portfolios may invest are considered by the
Commission to be investment companies, the Portfolios will limit their
investments in such securities in a manner consistent with the provisions of the
1940 Act.
The mortgages backing these securities include conventional 30-year fixed rate
mortgages, graduated payment mortgages and adjustable rate mortgages. These
mortgages may be supported by various types of insurance, may be backed by GNMA
certificates or other mortgage pass-throughs issued or guaranteed by the U.S.
Government, its agencies or instrumentalities. However, the guarantees do not
extend to the mortgage-backed securities' value, which is likely to vary
inversely with fluctuations in interest rates. These certificates are in most
cases "pass-through" instruments, through which the holder receives a share of
all interest and principal payments from the mortgages underlying the
certificate. Because the prepayment characteristics of the underlying mortgages
vary, it is not possible to predict accurately the average life or realized
yield of a particular issue of pass-through certificates. During periods of
declining interest rates, prepayment of mortgages underlying mortgage-backed
securities can be expected to accelerate. When the mortgage obligations are
prepaid, the Portfolio may reinvest the prepaid amounts in securities, the yield
of which reflects interest rates prevailing at the time. Moreover, prepayments
of mortgages which underlie securities purchased at a premium could result in
capital losses.
Certain CMOs and REMICs may have variable or floating interest rates and others
may be stripped. Stripped mortgage securities have greater market volatility
than other types of mortgage securities in which the Portfolios may invest.
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Stripped mortgage securities are usually structured with two classes that
receive different proportions of the interest and principal distributions on a
pool of mortgage assets. A common type of stripped mortgage security will have
one class receiving some of the interest and most of the principal from the
mortgage assets, while the other class will receive most of the interest and the
remainder of the principal. In the most extreme case, one class will receive all
of the interest (the "interest-only" class), while the other class will receive
all of the principal (the "principal-only" class). The yield to maturity on an
interest-only class is extremely sensitive not only to changes in prevailing
interest rates but also to the rate of principal payments (including
prepayments) on the related underlying mortgage assets, and a rapid rate of
principal payments may have a material adverse effect on a Portfolio's yield to
maturity. If the underlying mortgage assets experience greater than anticipated
prepayments of principal, a Portfolio may fail to fully recoup its initial
investment in these securities even if the securities are rated in the highest
rating categories.
Although stripped mortgage securities are purchased and sold by institutional
investors through several investment banking firms acting as brokers or dealers,
these securities were only recently developed. As a result, established trading
markets have not yet been fully developed and, accordingly, these securities are
generally illiquid and to such extent, together with any other illiquid
investments, will not exceed 10% of a Portfolio's net assets.
CMOs and REMICs issued by private entities are not government securities and are
not directly guaranteed by any government agency. They are secured by the
underlying collateral of the private issuer. The Portfolios will invest in such
private-backed securities only if they are 100% collateralized at the time of
issuance by securities issued or guaranteed by the U.S. Government, its agencies
or instrumentalities. The Portfolios currently invest in privately-issued CMOs
and REMICs only if they are rated at the time of purchase in the two highest
grades by a nationally-recognized statistical rating agency.
ASSET-BACKED SECURITIES
The Fixed Income and Limited-Term Maturity Portfolios may also invest in
securities which are backed by assets such as receivables on home equity and
credit card loans, and receivables regarding automobile, mobile home and
recreational vehicle loans, wholesale dealer floor plans and leases. All such
securities must be rated in the highest rating category by a reputable credit
rating agency (e.g., AAA by S&P or Aaa by Moody's). Such receivables are
securitized in either a pass-through or a pay-through structure. Pass-through
securities provide investors with an income stream consisting of both principal
and interest payments in respect of the receivables in the underlying pool.
Pay-through asset-backed securities are debt obligations issued usually by a
special purpose entity, which are collateralized by the various receivables and
in which the payments on the underlying receivables provide the funds to pay the
debt service on the debt obligations issued. The Portfolios may invest in these
and other types of asset-backed securities that may be developed in the future.
It is the Portfolios' current policy to limit asset-backed investments to those
represented by interests in credit card receivables, wholesale dealer floor
plans, home equity loans and automobile loans.
The rate of principal payment on asset-backed securities generally depends upon
the rate of principal payments received on the underlying assets. Such rate of
payments may be affected by economic and various other factors such as changes
in interest rates. Therefore, the yield may be difficult to predict and actual
yield to maturity may be more or less than the anticipated yield to maturity.
Due to the shorter maturity of the collateral backing such securities, there is
less of a risk of substantial prepayment than with mortgage-backed securities.
See "MORTGAGE-BACKED SECURITIES" above. Such asset-backed securities do,
however, involve certain risks not associated with mortgage-backed securities,
including the risk that security interests cannot be adequately or in many
cases, ever, established. In addition, with respect to credit card receivables,
a number of state and federal consumer credit laws give debtors the right to set
off certain amounts owed on the credit cards, thereby reducing the outstanding
balance. In the case of automobile receivables, there is a risk that the
holders may not have either a proper or first security interest in all of the
obligations backing such receivables due to the
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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.
SHORT-TERM INVESTMENTS
The short-term investments in which The Defensive Equity, The Aggressive Growth,
The International Equity, The Defensive Equity Small/Mid-Cap, The Defensive
Equity Utility, The Labor Select International Equity, The Real Estate
Investment Trust, The Global Fixed Income, The International Fixed Income and
The High-Yield Bond Portfolios may invest consistent with the limits recited
above (see "INVESTMENT OBJECTIVES, POLICIES AND RISK CONSIDERATIONS") are:
(1) Time deposits, certificates of deposit (including marketable variable rate
certificates of deposit) and bankers' acceptances issued by a U.S. commercial
bank. Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time at a stated interest rate. Time
deposits maturing in more than seven days will not be purchased by a Portfolio,
and time deposits maturing from two business days through seven calendar days
will not exceed 10% of the total assets of a Portfolio, in the case of The
Defensive Equity, The Aggressive Growth, The International Equity, The Global
Fixed Income and The International Fixed Income Portfolios, and 15% of the total
assets of a Portfolio, in the case of The Defensive Equity Small/Mid-Cap, The
Defensive Equity Utility, The Labor Select International Equity, The Real Estate
Investment Trust and The High-Yield Bond Portfolios. Certificates of deposit are
negotiable short-term obligations issued by commercial banks against funds
deposited in the issuing institution. Variable rate certificates of deposit are
certificates of deposit on which the interest rate is periodically adjusted
prior to their stated maturity based upon a specified market rate. A bankers'
acceptance is a time draft drawn on a commercial bank by a borrower usually in
connection with an international commercial transaction (to finance the import,
export, transfer or storage of goods).
A Portfolio will not invest in any security issued by a commercial bank unless
(i) the bank has total assets of at least $1 billion or, in the case of a bank
which does not have total assets of at least $1 billion, the aggregate
investment made in any one such bank is limited to $100,000 and the principal
amount of such investment is insured in full by the Federal Deposit Insurance
Corporation, (ii) it is a member of the Federal Deposit Insurance Corporation,
and (iii) the bank or its securities have received the highest quality rating by
a nationally-recognized statistical rating organization;
(2) Commercial paper with the highest quality rating by a nationally-recognized
statistical rating organization (e.g., A-1 by S&P or Prime-1 by Moody's) or, if
not so rated, of comparable quality as determined by a Portfolio's investment
adviser;
(3) Short-term corporate obligations with the highest quality rating by a
nationally-recognized statistical rating organization (e.g., AAA by S&P or Aaa
by Moody's) or, if not so rated, of comparable quality as determined by a
Portfolio's investment adviser;
(4) U.S. Government securities (see "U.S. GOVERNMENT SECURITIES"); and
(5) Repurchase agreements collateralized by securities listed above.
WHEN-ISSUED AND DELAYED DELIVERY SECURITIES
Each Portfolio of the Fund may purchase securities on a when-issued or delayed
delivery basis. In such transactions, instruments are purchased with payment
and delivery taking place in the future in order to secure what is considered to
be an advantageous yield or price at the time of the transaction. Delivery of
and payment for these securities may take as long as a month or more after the
date of the purchase commitment. Each Portfolio will maintain with the
Custodian Bank a separate account with a segregated portfolio of securities in
an amount at least equal to these commitments. The payment obligation and the
interest rates that will be received are each fixed at the time a Portfolio
enters into the commitment and no interest accrues to the Portfolio until
settlement. Thus, it is possible that the market value at the time of
settlement could be higher
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or lower than the purchase price if the general level of interest rates has
changed. It is a current policy of the Portfolios not to enter into when-issued
commitments exceeding in the aggregate 15% of the market value of the
Portfolio's total assets less liabilities other than the obligations created by
these commitments.
REPURCHASE AGREEMENTS
Each Portfolio may enter into repurchase agreements with brokers, dealers or
banks deemed to be creditworthy by a Portfolio's investment adviser under
guidelines of the Fund's directors. In a repurchase agreement, a Portfolio buys
securities from a seller that has agreed to repurchase it at a mutually agreed
upon date and price, reflecting the interest rate effective for the term of the
agreement. The term of these agreements is usually from overnight to one week
and never exceeds one year. Not more than 10% of a Portfolio's assets may be
invested in repurchase agreements having a maturity in excess of seven days,
in the case of The Defensive Equity, The Aggressive Growth, The International
Equity, The Fixed Income, The Limited-Term Maturity, The Global Fixed Income and
The International Fixed Income Portfolios, and 15% of the total assets of a
Portfolio, in the case of The Defensive Equity Small/Mid-Cap, The Defensive
Equity Utility, The Labor Select International Equity, The Real Estate
Investment Trust and The High-Yield Bond Portfolios. Repurchase agreements may
be viewed as a fully collateralized loan of money by a Portfolio to the seller.
The Portfolio always receives securities as collateral with a market value at
least equal to the purchase price and this value is maintained during the term
of the agreement. If the seller defaults and the collateral value declines, a
Portfolio might incur a loss. If bankruptcy proceedings are commenced with
respect to the seller, a Portfolio's realization upon the collateral may be
delayed or limited. Each Portfolio may invest cash balances in a joint
repurchase agreement in accordance with an Order the Delaware Group has obtained
from the Commission under Section 17(d) of the 1940 Act.
SECURITIES LENDING ACTIVITIES
Each Portfolio may loan up to 25% of its assets to qualified broker/dealers or
institutional investors for their use relating to short sales or other security
transactions.
The major risk to which a Portfolio would be exposed on a loan transaction is
the risk that the borrower would go bankrupt at a time when the value of the
security goes up. Therefore, a Portfolio will only enter into loan arrangements
after a review of all pertinent facts by the investment adviser, subject to
overall supervision by the Board of Directors, including the creditworthiness of
the borrowing broker, dealer or institution and then only if the consideration
to be received from such loans would justify the risk. Creditworthiness will be
monitored on an ongoing basis by the investment adviser.
BORROWING FROM BANKS
Each Portfolio may borrow money as a temporary measure or to facilitate
redemptions. No Portfolio has the intention of increasing its net income
through borrowing. Any borrowing will be done from a bank and, consistent with
Commission rules, immediately after any borrowing is in an amount which exceeds
5% of its net assets, there must be asset coverage of at least 300%. In the
event the asset coverage declines below 300%, a Portfolio would take steps to
reduce the amount of its borrowings so that asset coverage would equal at least
300%. Securities will not be purchased while a Portfolio has an outstanding
borrowing.
FOREIGN INVESTMENT INFORMATION
The International Equity Portfolio, The Labor Select International Equity
Portfolio, The Global Fixed Income Portfolio and The International Fixed Income
Portfolio (and The Defensive Equity Utility, The Real Estate Investment Trust
and The High-Yield Bond Portfolios, up to 10% of their total assets) will invest
in securities of foreign issuers and may hold foreign currency. Investments in
obligations of foreign issuers involve somewhat different investment risks than
those affecting obligations of United States issuers. There is limited publicly
available information with respect to foreign issuers, and foreign issuers are
not subject to uniform
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accounting, auditing and financial standards and requirements comparable to
those applicable to domestic companies. There is also less government
supervision and regulation of foreign securities exchanges, brokers and listed
companies than in the United States and it is more difficult to enforce legal
rights outside of the U.S. Many foreign securities markets have substantially
less volume than U.S. national securities exchanges, and securities of some
foreign issuers are less liquid and more volatile than securities of comparable
domestic issuers. Settlement practices of certain foreign countries may include
delays and may otherwise differ from those customary in U.S. markets. Brokerage
commissions and other transaction costs on foreign securities exchanges are
generally higher than in the United States. It is also expected that the
expenses for custodial arrangements of The International Equity, The Defensive
Equity Utility, The Labor Select International Equity, The Real Estate
Investment Trust, The Global Fixed Income, The International Fixed Income and
The High-Yield Bond Portfolios' foreign securities will be somewhat greater than
the expenses for the custodial arrangements for U.S. securities of equal value.
Dividends and interest paid by foreign issuers may be subject to withholding and
other foreign taxes. Although in some countries a portion of these taxes is
recoverable, the non-recovered portion of foreign withholding taxes will reduce
the income a Portfolio receives from the companies comprising the Portfolio's
investments. See "TAXES." Additional risks include future political and economic
developments, the possibility that a foreign jurisdiction might impose or change
withholding taxes on income payable with respect to foreign securities, possible
seizure, nationalization or expropriation of the foreign issuer or foreign
deposits and the possible adoption of foreign government restrictions such as
exchange controls. Also, because a Portfolio may hold foreign currency and
because stocks of foreign companies are normally denominated in foreign
currencies, the Portfolio may be affected favorably or unfavorably by changes in
currency rates and exchange control regulations, and may incur costs in
connection with conversions between various currencies. See "FORWARD FOREIGN
CURRENCY EXCHANGE CONTRACTS" below.
The risks noted above often are heightened for investments in emerging or
developing countries. Compared to the United States and other developed
countries, emerging or developing countries may have relatively unstable
governments, economies based on only a few industries, and securities markets
that trade a small number of securities. Prices on these exchanges tend to be
volatile and, in the past, securities in these countries have offered greater
potential for gain (as well as loss) than securities of companies located in
developed countries. Further, investments by foreign investors are subject to a
variety of restrictions in many emerging or developing countries. These
restrictions may take the form of prior governmental approval, limits on the
amount or type of securities held by foreigners, and limits on the type of
companies in which foreigners may invest. Additional restrictions may be
imposed at any time by these or other countries in which a Portfolio invests.
In addition, the repatriation of both investment income and capital from several
foreign countries is restricted and controlled under certain regulations,
including in some cases the need for certain government consents. Although
these restrictions may in the future make it undesirable to invest in emerging
or developing countries, the Portfolios' investment advisers do not believe that
any current repatriation restrictions would affect their decision to invest in
such countries.
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
As noted above, the foreign investments made by The International Equity, The
Defensive Equity Utility, The Labor Select International Equity, The Real Estate
Investment Trust, The Global Fixed Income and The International Fixed Income
Portfolios present currency considerations which pose special risks. The
investment advisers use a purchasing power parity approach to evaluate currency
risk. A purchasing power parity approach attempts to identify the amount of
goods and services that a dollar will buy in the United States and compares that
to the amount of a foreign currency required to buy the same amount of goods and
services in another country. When the dollar buys less abroad, the foreign
currency may be considered to be overvalued. When the dollar buys more abroad,
the foreign currency may be considered to be undervalued. Eventually,
currencies should trade at levels that should make it possible for the dollar to
buy the same amount of goods and services overseas as in the United States.
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Although The International Equity Portfolio, The Defensive Equity Utility
Portfolio, The Labor Select International Equity Portfolio, The Real Estate
Investment Trust Portfolio, The Global Fixed Income Portfolio and The
International Fixed Income Portfolio value their assets daily in terms of U.S.
dollars, they do not intend to convert their holdings of foreign currencies into
U.S. dollars on a daily basis. A Portfolio will, however, from time to time,
purchase or sell foreign currencies and/or engage in forward foreign currency
transactions in order to expedite settlement of Portfolio transactions and to
minimize currency value fluctuations. A Portfolio may conduct its foreign
currency exchange transactions on a spot (i.e., cash) basis at the spot rate
prevailing in the foreign currency exchange market or through entering into
contracts to purchase or sell foreign currencies at a future date (i.e., a
"forward foreign currency" contract or "forward" contract). A Portfolio will
convert currency on a spot basis from time to time, and investors should be
aware of the costs of currency conversion.
A forward contract involves an obligation to purchase or sell a specific
currency at a future date, which may be any fixed number of days from the date
of the contract, agreed upon by the parties, at a price set at the time of the
contract.
A Portfolio may enter into forward contracts to "lock in" the price of a
security it has agreed to purchase or sell, in terms of U.S. dollars or other
currencies in which the transaction will be consummated. By entering into a
forward contract for the purchase or sale, for a fixed amount of U.S. dollars or
foreign currency, of the amount of foreign currency involved in the underlying
security transaction, a Portfolio will be able to protect itself against a
possible loss resulting from an adverse change in currency exchange rates during
the period between the date the security is purchased or sold and the date on
which payment is made or received.
For example, when the investment adviser believes that the currency of a
particular foreign country may suffer a significant decline against the U.S.
dollar or against another currency, a Portfolio may enter into a forward
contract to sell, for a fixed amount of U.S. dollars or other appropriate
currency, the amount of foreign currency approximating the value of some or all
of the Portfolio's securities denominated in such foreign currency. A Portfolio
will not enter into forward contracts or maintain a net exposure to such
contracts where the consummation of the contracts would obligate the Portfolio
to deliver an amount of foreign currency in excess of the value of the
Portfolio's securities or other assets denominated in that currency.
The Portfolios may enter into forward contracts to hedge the currency risk
associated with the purchase of individual securities denominated in particular
currencies. In the alternative, the Portfolios may also engage in currency
"cross hedging" when, in the opinion of the investment advisers, as appropriate,
the historical relationship among foreign currencies suggests that the
Portfolios may achieve the same protection for a foreign security at reduced
cost and/or administrative burden through the use of a forward contract relating
to a currency other than the U.S. dollar or the foreign currency in which the
security is denominated.
At the maturity of a forward contract, a Portfolio may either sell the portfolio
security and make delivery of the foreign currency, or it may retain the
security and terminate its contractual obligation to deliver the foreign
currency by purchasing an "offsetting" contract with the same currency trader
obligating it to purchase, on the same maturity date, the same amount of the
foreign currency. The Portfolio may realize gain or loss from currency
transactions.
With respect to forward foreign currency contracts, the precise matching of
forward contract amounts and the value of the securities involved is generally
not possible since the future value of such securities in foreign currencies
will change as a consequence of market movements in the value of those
securities between the date the forward contract is entered into and the date it
matures. The projection of short-term currency strategy is highly uncertain.
It is impossible to forecast the market value of Portfolio securities at the
expiration of the contract. Accordingly, it may be necessary for a Portfolio to
purchase additional foreign currency on the spot market (and bear the expense of
such purchase) if the market value of the security is less than the amount of
foreign
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currency the Portfolio is obligated to deliver and if a decision is made to sell
the security and make delivery of the foreign currency. Conversely, it may be
necessary to sell on the spot market some of the foreign currency received upon
the sale of a Portfolio security if its market value exceeds the amount of
foreign currency the Portfolio is obligated to deliver.
HIGH-YIELD, HIGH RISK SECURITIES
The International Fixed Income Portfolio and The Global Fixed Income Portfolio
may each invest up to 5% of its assets in high risk, high-yield fixed income
securities of foreign governments, including so-called Brady Bonds. In
addition, The Defensive Equity Utility Portfolio may invest up to 10% of its
total assets in fixed income securities rated below investment grade. These
securities are rated lower than BBB by S&P and Baa by Moody's or, if unrated,
are considered by the investment adviser to have characteristics similar to such
rated securities. Finally, The High-Yield Bond Portfolio invests primarily in
securities rated CCC or higher by S&P or Caa or higher by Moody's, or, if
unrated, judged to be of comparable quality by the investment adviser. See
"APPENDIX A--RATINGS" to this Prospectus for more rating information. The
discussion in this Section supplements the description of the risks of high-
yield securities found earlier in this Prospectus in "INVESTMENT OBJECTIVES,
POLICIES AND RISK CONSIDERATIONS - THE HIGH-YIELD BOND PORTFOLIO," and investors
should refer to that Section for a further discussion of the risks of high-yield
bonds.
Fixed income securities of this type are considered to be of poor standing and
predominantly speculative. Such securities are subject to a substantial degree
of credit risk. In the past, the high-yields from these bonds have more than
compensated for their higher default rates. There can be no assurance, however,
that yields will continue to offset default rates on these bonds in the future.
The Portfolios' investment advisers intend to maintain an adequately diversified
portfolio of these bonds. While diversification can help to reduce the effect
of an individual default on the Portfolios, there can be no assurance that
diversification will protect the Portfolios from widespread bond defaults
brought about by a sustained economic downturn.
Medium and low-grade bonds held by the Portfolios may be issued as a consequence
of corporate restructurings, such as leveraged buy-outs, mergers, acquisitions,
debt recapitalizations or similar events. Also, these bonds are often issued by
smaller, less creditworthy companies or by highly leveraged (indebted) firms,
which are generally less able than more financially stable firms to make
scheduled payments of interest and principal. The risks posed by bonds issued
under such circumstances are substantial.
The economy and interest rates may affect these high-yield, high risk securities
differently from other securities. Prices have been found to be less sensitive
to interest rate changes than higher rated investments, but more sensitive to
adverse economic changes or individual corporate developments. Also, during an
economic downturn or substantial period of rising interest rates, highly
leveraged issuers may experience financial stress which would adversely affect
their ability to service principal and interest payment obligations, to meet
projected business goals and to obtain additional financing. Changes by
recognized rating agencies in their rating of any security and in the ability of
an issuer to make payments of interest and principal will also ordinarily have a
more dramatic effect on the values of these investments than on the values of
higher-rated securities. Such changes in value will not affect cash income
derived from these securities, unless the issuers fail to pay interest or
dividends when due. Such changes will, however, affect the Portfolios' net
asset value per share.
The International Fixed Income and The Global Fixed Income Portfolios also have
the ability to invest in Brady Bonds issued pursuant to the Brady Plan. Brady
Bonds are debt securities issued under the framework of the Brady Plan, an
initiative announced by former U.S. Treasury Secretary Nicholas F. Brady in 1989
as a mechanism for debtor nations to restructure their outstanding external
indebtedness (generally commercial bank debt). In restructuring its external
debt under the Brady Plan framework, a debtor nation negotiates with its
existing bank lenders as well as multilateral institutions such as the World
Bank and the International Monetary Fund. The Brady Plan framework, as it has
developed, contemplates the exchange of commercial bank debt
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for new issued bonds (Brady Bonds). The investment advisers believe that
economic reforms undertaken by countries in connection with the issuance of
Brady Bonds make the debt of countries which have issued or have announced plans
to issue Brady Bonds an attractive opportunity for investment. Investors,
however, should recognize that the Brady Plan only sets forth general guiding
principles for economic reform and debt reduction, emphasizing that solutions
must be negotiated on a case-by-case basis between debtor nations and their
creditors. In addition, Brady Bonds have been issued only recently and,
accordingly, do not have a long payment history. See "FOREIGN INVESTMENT
INFORMATION" above.
FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS
In order to remain fully invested, to facilitate investments in equity
securities and to reduce transaction costs, The Aggressive Growth Portfolio and
The Real Estate Investment Trust Portfolio may, to a limited extent, enter into
futures contracts, purchase or sell options on futures contracts and engage in
certain transactions in options on securities, and may enter into closing
transactions with respect to such activities. The Portfolios will only enter
into these transactions for hedging purposes if it is consistent with the
Portfolios' investment objectives and policies and the Portfolios will not
engage in such transactions to the extent that obligations relating to futures
contracts, options on futures contracts and options on securities (see "FUTURES
CONTRACTS AND OPTIONS ON FUTURES CONTRACTS--OPTIONS ON SECURITIES"), in the
aggregate, exceed 25% of the Portfolios' assets.
Additionally, The International Fixed Income Portfolio may enter into futures
contracts, purchase or sell options on futures contracts, and trade in options
on foreign currencies, and may enter into closing transactions with respect to
such activities. The Portfolios will enter into such transactions to hedge or
"cross hedge" the currency risks associated with its investments, as described
under "FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS" above.
The Aggressive Growth Portfolio and The Real Estate Investment Trust Portfolio
may enter into contracts for the purchase or sale for future delivery of
securities. When a futures contract is sold, the Portfolios incur a contractual
obligation to deliver the securities underlying the contract at a specified
price on a specified date during a specified future month. A purchase of a
futures contract means the acquisition of a contractual right to obtain delivery
to the Portfolio of the securities called for by the contract at a specified
price during a specified future month. Because futures contracts require only a
small initial margin deposit, the Portfolios would then be able to keep a cash
reserve applicable to meet potential redemptions while at the same time being
effectively fully invested.
Foreign currency futures contracts operate similarly to futures contracts
concerning securities. When The International Fixed Income Portfolio sells a
futures contract on a foreign currency, it is obligated to deliver that foreign
currency at a specified future date. Similarly, a purchase by the Portfolio
gives it a contractual right to receive a foreign currency. This enables the
Portfolio to "lock in" exchange rates.
The Portfolios may also purchase and write options to buy or sell futures
contracts. Options on futures are similar to options except that options on
futures give the purchaser the right, in return for the premium paid, to assume
a position in a futures contract, rather than actually to purchase or sell the
futures contract, at a specified exercise price at any time during the period of
the option. The Portfolios will not enter into futures contracts and options
thereon to the extent that more than 5% of a Portfolio's assets are required as
futures contract margin deposits and premiums on options and only to the extent
that obligations under such futures contracts and options thereon would not
exceed 20% of the Portfolio's total assets.
To the extent that interest or exchange rates move in an unexpected direction,
the Portfolio may not achieve the anticipated benefits of investing in futures
contracts and options thereon, or may realize a loss. To the extent that a
Portfolio purchases an option on a futures contract and fails to exercise the
option prior to the exercise
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date, it will suffer a loss of the premium paid. Further, the possible lack of a
secondary market would prevent the Portfolio from closing out its positions
relating to futures.
OPTIONS
OPTIONS ON SECURITIES
The Aggressive Growth Portfolio and The Real Estate Investment Trust Portfolio
may write covered call options on U.S. securities, purchase call options on such
securities and enter into closing transactions related thereto. A Portfolio may
also purchase put options on U.S. securities, may write secured put options on
such securities and enter into closing transactions related thereto.
A covered call option obligates the writer, in return for the premium received,
to sell one of its securities to the purchaser of the option for an agreed price
up to an agreed date. The advantage is that the writer receives premium income
and the purchaser may hedge against an increase in the price of securities it
ultimately wishes to buy. A Portfolio will only purchase call options to the
extent that premiums paid on all outstanding call options do not exceed 2% of
the Portfolio's total assets.
A put option obligates the writer, in return for the premium received, to buy
the security underlying the option at the exercise price during the option
period, and the purchaser of the option has the right to sell the security to
the writer. The Portfolios will only write put options on a secured basis which
means that the Portfolios will maintain, in a segregated account with the
Custodian Bank, cash or U.S. Government securities in an amount not less than
the exercise price of the option at all times during the option period. A
Portfolio will only purchase put options if the Portfolio owns the security
covered by the put option at the time of purchase and to the extent that the
premiums on all outstanding put options do not exceed 2% of the Portfolio's
total assets. The advantage is that the writer receives premium income while
the purchaser can be protected should the market value of the security decline.
Closing transactions essentially let the Portfolios offset put options or call
options prior to exercise or expiration. If a Portfolio cannot effect closing
transactions, it may have to hold a security it would otherwise sell or deliver
a security it might want to hold.
The Portfolios may use both exchange-traded and over-the-counter options.
Certain over-the-counter options may be illiquid. The Aggressive Growth
Portfolio will only invest in such options to the extent consistent with its 10%
limit on investments in illiquid securities, and The Real Estate Investment
Trust Portfolio will only invest in such options to the extent consistent with
its 15% limit on investments in illiquid securities.
With respect to writing covered call options, the Portfolios may lose the
potential market appreciation of the securities subject to the option, if the
investment adviser's judgment is wrong and the price of the security moves in
the opposite direction from what was anticipated. In purchasing put and call
options, the premium paid by a Portfolio plus any transaction costs will reduce
any benefit realized by the Portfolio upon exercise of the option. When writing
put options, the Portfolios may be required, when the put is exercised, to
purchase securities at higher prices than current market prices.
OPTIONS ON FOREIGN CURRENCIES
The International Fixed Income Portfolio may purchase call options and write
covered call options on foreign currencies and enter into related closing
transactions. The Portfolio may also purchase put options and write secured put
options on foreign currencies and enter into related closing transactions. The
Portfolio will enter into such transactions to hedge or "cross hedge" the
currency risks associated with its investments, as described under "FORWARD
FOREIGN CURRENCY EXCHANGE CONTRACTS," above.
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Options on foreign currencies operate similarly to options on securities. The
purchase of an option on a foreign currency may constitute an effective hedge
against fluctuations in exchange rates although, in the event of a rate movement
adverse to the Portfolio's position, the Portfolio may forfeit the entire amount
of the premium plus any related transaction costs. As in the case of other
types of options, the writing of an option on a foreign currency will constitute
only a partial hedge, up to the amount of the premium received, and the
Portfolio could be required to purchase or sell foreign currencies at
disadvantageous exchange rates, thereby incurring losses.
The Portfolio will write call options only if they are "covered" and put options
only if they are secured. A call written by the Portfolio will be considered
covered if the Portfolio owns short-term debt securities with a value equal to
the face amount of the option contract and denominated in the currency upon
which the call is written. A put option written by the Portfolio will be
considered secured if, so long as the Portfolio is obligated as the writer of
the put, it segregates with its Custodian Bank cash or liquid high grade debt
securities equal at all times to the aggregate exercise price of the put.
RISKS OF TRANSACTIONS IN OPTIONS, FUTURES AND FORWARD CONTRACTS
The use of futures contracts, options on futures contracts, forward contracts
and certain options for hedging and other non-speculative purposes as described
above involves certain risks. For example, a lack of correlation between price
changes of an option or futures contract and the assets being hedged could
render a Portfolio's hedging strategy unsuccessful and could result in losses.
The same results could occur if movements of foreign currencies do not correlate
as expected by the investment adviser at a time when a Portfolio is using a
hedging instrument denominated in one foreign currency to protect the value of a
security denominated in a second foreign currency against changes caused by
fluctuations in the exchange rate for the dollar and the second currency. If
the direction of securities prices, interest rates or foreign currency prices is
incorrectly predicted, the Portfolio will be in a worse position than if such
transactions had not been entered into. In addition, since there can be no
assurance that a liquid secondary market will exist for any contract purchased
or sold, a Portfolio may be required to maintain a position (and in the case of
written options may be required to continue to hold the securities used as
cover) until exercise or expiration, which could result in losses. Further,
options and futures contracts on foreign currencies, and forward contracts,
entail particular risks related to conditions affecting the underlying currency.
Over-the-counter transactions in options and forward contracts also involve
risks arising from the lack of an organized exchange trading environment.
RESTRICTED/ILLIQUID SECURITIES
Each Portfolio may invest in restricted securities, including securities
eligible for resale without registration pursuant to Rule 144A ("Rule 144A
Securities") under the Securities Act of 1933 ("1933 Act"). Rule 144A exempts
many privately placed and legally restricted securities from the registration
requirements of the 1933 Act and permits such securities to be freely traded
among certain institutional buyers such as the Portfolios. Each Portfolio,
other than The Defensive Equity Small/Mid-Cap, The Defensive Equity Utility, The
Labor Select International Equity, The Real Estate Investment Trust, The High-
Yield Bond and The International Fixed Income Portfolios, may invest no more
than 10% of the value of its net assets in illiquid securities. The Defensive
Equity Small/Mid-Cap, The Defensive Equity Utility, The Labor Select
International Equity, The Real Estate Investment Trust, The High-Yield Bond and
The International Fixed Income Portfolios may each invest no more than 15% of
the value of its net assets in illiquid securities. Illiquid securities, for
purposes of this policy, include repurchase agreements maturing in more than
seven days.
While maintaining oversight, the Board of Directors has delegated to each
Portfolio's investment adviser the day-to-day functions of determining whether
or not individual Rule 144A Securities are liquid for purposes of a Portfolio's
limitation on investments in illiquid assets. The Board has instructed each
Portfolio's investment adviser to consider the following factors in determining
the liquidity of a Rule 144A Security: (i) the frequency of trades and trading
volume for the security; (ii) whether at least three dealers are
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willing to purchase or sell the security and the number of potential purchasers;
(iii) whether at least two dealers are making a market in the security; and (iv)
the nature of the security and the nature of the marketplace trades (e.g., the
time needed to dispose of the security, the method of soliciting offers, and the
mechanics of transfer).
If an investment adviser determines that a Rule 144A Security which was
previously determined to be liquid is no longer liquid and, as a result, the
Portfolio's holdings of illiquid securities exceed the Portfolio's 10% or 15%
limit, as applicable, on investment in such securities, the investment adviser
will determine what action shall be taken to ensure that the Portfolio continues
to adhere to such limitation.
CONVERTIBLE, DEBT AND NON-TRADITIONAL EQUITY SECURITIES
From time to time, The Defensive Equity Utility Portfolio may invest in
convertible securities of issuers in the utility industry. In addition, a
portion of The Defensive Equity Small/Mid-Cap and The High-Yield Bond
Portfolios' assets may be invested in convertible and debt securities of issuers
in any industry, and The Real Estate Investment Trust Portfolio's assets may be
invested in convertible securities of issuers in the real estate industry. A
convertible security is a security which may be converted at a stated price
within a specified period of time into a certain quantity of the common stock of
the same or a different issuer. Convertible and debt securities are senior to
common stocks in a corporation's capital structure, although convertible
securities are usually subordinated to similar nonconvertible securities.
Convertible and debt securities provide a fixed income stream and the
opportunity, through its conversion feature, to participate in the capital
appreciation resulting from a market price advance in the convertible security's
underlying common stock. Just as with debt securities, convertible securities
tend to increase in market value when interest rates decline and tend to
decrease in value when interest rates rise. However, the price of a convertible
security is also influenced by the market value of the security's underlying
common stock and tends to increase as the market value of the underlying stock
rises, whereas it tends to decrease as the market value of the underlying stock
declines. Convertible and debt securities acquired by The Defensive Equity
Small/Mid-Cap, The Defensive Equity Utility, The Real Estate Investment Trust
and The High-Yield Bond Portfolios may be rated below investment grade, or
unrated. These lower rated convertible and debt securities are subject to
credit risk considerations substantially similar to such considerations
affecting high risk, high-yield bonds, commonly referred to as "junk bonds."
See "INVESTMENT OBJECTIVES, POLICIES AND RISK CONSIDERATIONS--THE HIGH-YIELD
BOND PORTFOLIO" and "HIGH-YIELD, HIGH RISK SECURITIES" for a further discussion
of these types of investments.
The Defensive Equity Small/Mid-Cap, The Defensive Equity Utility, The Real
Estate Investment Trust and The High-Yield Bond Portfolios may invest in
convertible preferred stocks that offer enhanced yield features, such as
Preferred Equity Redemption Cumulative Stock ("PERCS"), which provide an
investor, such as a Portfolio, with the opportunity to earn higher dividend
income than is available on a company's common stock. A PERCS is a preferred
stock which generally features a mandatory conversion date, as well as a capital
appreciation limit which is usually expressed in terms of a stated price. Upon
the conversion date, most PERCS convert into common stock of the issuer (PERCS
are generally not convertible into cash at maturity). Under a typical
arrangement, if after a predetermined number of years the issuer's common stock
is trading at a price below that set by the capital appreciation limit, each
PERCS would convert to one share of common stock. If, however, the issuer's
common stock is trading at a price above that set by the capital appreciation
limit, the holder of the PERCS would receive less than one full share of common
stock. The amount of that fractional share of common stock received by the
PERCS holder is determined by dividing the price set by the capital appreciation
limit of the PERCS by the market price of the issuer's common stock. PERCS can
be called at any time prior to maturity, and hence do not provide call
protection. However, if called early, the issuer may pay a call premium over
the market price to the investor. This call premium declines at a preset rate
daily, up to the maturity date of the PERCS.
The Defensive Equity Small/Mid-Cap, The Defensive Equity Utility, The Real
Estate Investment Trust and The High-Yield Bond Portfolios may also invest in
other enhanced convertible securities. These include but are not limited to
ACES (Automatically Convertible Equity Securities), PEPS (Participating Equity
Preferred Stock),
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PRIDES (Preferred Redeemable Increased Dividend Equity Securities), SAILS (Stock
Appreciation Income Linked Securities), TECONS (Term Convertible Notes), QICS
(Quarterly Income Cumulative Securities and DECS (Dividend Enhanced Convertible
Securities). ACES, PEPS, PRIDES, SAILS, TECONS, QICS, and DECS all have the
following features: they are company-issued convertible preferred stock; unlike
PERCS, they do not have capital appreciation limits; they seek to provide the
investor with high current income, with some prospect of future capital
appreciation; they are typically issued with three to four-year maturities; they
typically have some built-in call protection for the first two to three years;
investors have the right to convert them into shares of common stock at a preset
conversion ratio or hold them until maturity; and upon maturity, they will
automatically convert to either cash or a specified number of shares of common
stock.
REITS
The Real Estate Investment Trust Portfolio's investment in REITs presents
certain further risks that are unique and in addition to the risks associated
with investing in the real estate industry in general. Equity REITs may be
affected by changes in the value of the underlying property owned by the REITs,
while mortgage REITs may be affected by the quality of any credit extended.
REITs are dependent on management skills, are not diversified, and are subject
to the risks of financing projects. REITs whose underlying assets include long-
term health care properties, such as nursing, retirement and assisted living
homes, may be impacted by federal regulations concerning the health care
industry.
REITs (especially mortgage REITs) are also subject to interest rate risks - when
interest rates decline, the value of a REIT's investment in fixed rate
obligations can be expected to rise. Conversely, when interest rates rise, the
value of a REIT's investment in fixed rate obligations can be expected to
decline. In contrast, as interest rates on adjustable rate mortgage loans are
reset periodically, yields on a REIT's investments in such loans will gradually
align themselves to reflect changes in market interest rates, causing the value
of such investments to fluctuate less dramatically in response to interest rate
fluctuations than would investments in fixed rate obligations.
REITs may have limited financial resources, may trade less frequently and in a
limited volume, and may be subject to more abrupt or erratic price movements
than other securities.
AMERICAN DEPOSITORY RECEIPTS
The Defensive Equity, The Defensive Equity Small/Mid-Cap, The Defensive Equity
Utility, The Real Estate Investment Trust, The Global Fixed Income and The
International Fixed Income Portfolios may invest in sponsored and unsponsored
American Depository Receipts ("ADRs") that are actively traded in the United
States. ADRs are receipts typically issued by a U.S. bank or trust company
which evidence ownership of underlying securities issued by a foreign
corporation. "Sponsored" ADRs are issued jointly by the issuer of the
underlying security and a depository, and "unsponsored" ADRs are issued without
the participation of the issuer of the deposited security. Holders of
unsponsored ADRs generally bear all the costs of such facilities and the
depository of an unsponsored ADR facility frequently is under no obligation to
distribute shareholder communications received from the issuer of the deposited
security or to pass through voting rights to the holders of such receipts in
respect of the deposited securities. Therefore, there may not be a correlation
between information concerning the issuer of the security and the market value
of an unsponsored ADR.
INVESTMENT LIMITATIONS
Each Portfolio's investment objectives, their designation as a diversified
portfolio or, in the case of The Defensive Equity Utility, The Real Estate
Investment Trust, The Global Fixed Income and The International Fixed Income
Portfolios, as non-diversified portfolios, and their policies concerning
portfolio lending,
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borrowing from a bank and concentration of investments in specific industries
may not be changed unless authorized by the vote of a majority of a Portfolio's
outstanding voting securities. A "majority vote of the outstanding voting
securities" is the vote by the holders of the lesser of a) 67% or more of a
Portfolio's voting securities present in person or represented by proxy; or b)
more than 50% of the outstanding voting securities. The Statement of Additional
Information lists other more specific investment restrictions of each Portfolio
which may not be changed without a majority shareholder vote.
Except as specified above and under the heading "INVESTMENT OBJECTIVES, POLICIES
AND RISK CONSIDERATIONS" and as described under "INVESTMENT POLICIES, PORTFOLIO
TECHNIQUES AND RISK CONSIDERATIONS," in the Statement of Additional Information,
the foregoing investment policies are not fundamental and the directors may
change such policies without an affirmative vote of a "majority of the Fund's
outstanding voting securities," as defined in the 1940 Act.
MANAGEMENT OF THE FUND
DIRECTORS
The business and affairs of the Fund and its Portfolios are managed under the
direction of the Fund's Board of Directors. See "FUND OFFICERS AND PORTFOLIO
MANAGERS" in the Prospectus Summary and the Fund's Statement of Additional
Information for additional information about the Fund's officers and directors.
INVESTMENT ADVISERS
Delaware Investment Advisers, a division of Delaware Management Company, Inc.
("Delaware"), furnishes investment advisory services to The Defensive Equity,
The Aggressive Growth, The Defensive Equity Small/Mid-Cap, The Defensive Equity
Utility, The Real Estate Investment Trust, The Fixed Income, The Limited-Term
Maturity and The High-Yield Bond Portfolios. Lincoln Investment Management,
Inc. ("Lincoln"), a wholly-owned subsidiary of Lincoln National Corporation,
acts as sub-adviser to Delaware with respect to The Real Estate Investment
Portfolio. In its capacity as sub-adviser, Lincoln furnishes Delaware with
investment recommendations, asset allocation advice, research, economic analysis
and other investment services with respect to the securities in which The Real
Estate Investment Trust Portfolio may invest. Delaware and its predecessors
have been managing the funds in the Delaware Group since 1938. On October 31,
1994, Delaware and its affiliate, Delaware International, were supervising in
the aggregate more than $25 billion in assets in various institutional
(approximately $16,074,376,000) and investment company (approximately
$4,525,500,000) accounts. Lincoln (formerly named Lincoln National Investment
Management Company) was incorporated in 1930. Lincoln's primary activity is
institutional fixed-income investment management and consulting. Such activity
includes fixed income portfolios, private placements, real estate debt and
equity, and asset/liability management. As of June 30, 1995, Lincoln had over
$34 billion in assets under management. Lincoln provides investment management
services to Lincoln National Corporation, its principal subsidiaries and
affiliated registered investment companies, and acts as investment adviser to
other unaffiliated clients.
Delaware International Advisers Ltd. ("Delaware International") furnishes
investment advisory services to The International Equity Portfolio, The Labor
Select International Equity Portfolio, The Global Fixed Income Portfolio and The
International Fixed Income Portfolio. Several of the principals of Delaware
International were previously associated with a registered investment adviser
which managed the assets of a registered investment company. Delaware
International commenced operations as a registered investment adviser in
December 1990.
Delaware has entered into Investment Advisory Agreements with the Fund on behalf
of The Defensive Equity, The Aggressive Growth, The Defensive Equity Small/Mid-
Cap, The Defensive Equity Utility, The Real Estate Investment Trust, The Fixed
Income, The Limited-Term Maturity and The High-Yield Bond Portfolios. Delaware
has also entered into a Sub-Advisory Agreement with Lincoln with respect to The
Real Estate
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Investment Trust Portfolio. Delaware International has entered into Investment
Advisory Agreements with the Fund on behalf of The International Equity
Portfolio, The Labor Select International Equity Portfolio, The Global Fixed
Income Portfolio and The International Fixed Income Portfolio. Under these
Agreements, Delaware and Delaware International, subject to the control and
supervision of the Fund's Board of Directors and in conformance with the stated
investment objectives and policies of the Portfolios with which they have an
agreement, manage the investment and reinvestment of the assets of the
Portfolios with which they have agreements. In this regard, it is their
responsibility to make investment decisions for the respective Portfolios.
As compensation for the services to be rendered under their advisory agreements,
Delaware or, as relevant, Delaware International is entitled to an advisory fee
calculated by applying a quarterly rate, based on the following annual
percentage rates, to the Portfolio's average daily net assets for the quarter:
PORTFOLIO RATE
The Defensive Equity Portfolio .55%
The Aggressive Growth Portfolio .80%
The International Equity Portfolio .75%
The Defensive Equity Small/Mid-Cap Portfolio .65%
The Defensive Equity Utility Portfolio .35%
The Labor Select International Equity Portfolio .75%
The Real Estate Investment Trust Portfolio .75%*
The Fixed Income Portfolio .40%
The Limited-Term Maturity Portfolio .30%
The Global Fixed Income Portfolio .50%
The International Fixed Income Portfolio .50%
The High-Yield Bond Portfolio .45%
* Lincoln receives 30% of the advisory fee paid to Delaware for acting as sub-
adviser to The Real Estate Investment Trust Portfolio.
As noted in "FUND EXPENSES," Delaware or, as relevant, Delaware International
elected voluntarily to waive that portion, if any, of its investment advisory
fees and to reimburse a Portfolio's expenses to the extent necessary to ensure
that a Portfolio's expenses (investment advisory fees, plus certain other noted
expenses) do not exceed, on an annualized basis, the amounts noted in that
section of this Prospectus through October 31, 1995 with respect to The
Defensive Equity, The Aggressive Growth, The International Equity, The Fixed
Income, The Limited-Term Maturity, The Global Fixed Income and The International
Fixed Income Portfolios, and through October 31, 1996 with respect to the other
Portfolios of the Fund. In addition, out of the investment advisory fees to
which they are otherwise entitled, Delaware and Delaware International pay their
proportionate share of the fees paid to unaffiliated directors by the Fund,
except that Delaware will make no such payments out of the fees it receives for
managing The Defensive Equity Small/Mid-Cap, The Defensive Equity Utility, The
Real Estate Investment Trust and The High-Yield Bond Portfolios, and Delaware
International will make no such payments out of the fees it receives for
managing The Labor Select International Equity and The International Fixed
Income Portfolios. For the fiscal year ended October 31, 1994, the investment
management fees earned by The Defensive Equity, The Aggressive Growth, The
International Equity and The Global Fixed Income Portfolios were 0.54%, 0.79%,
0.74% and 0.49%, respectively, of average daily net assets. After considering
the waiver of fees by the respective investment adviser, as described above, the
fees paid by The Defensive Equity, The Aggressive Growth, The International
Equity and The Global Fixed Income Portfolios amounted to 0.39%, 0.55%, 0.71%
and 0.35%, respectively, of average daily net assets. The advisory fees payable
by The Aggressive Growth, The International Equity, The Labor Select
International Equity and The Real Estate Investment Trust Portfolios, while
higher than the advisory fees paid by other mutual funds in general, are
comparable to fees paid by other mutual funds with similar objectives and
policies to the Portfolios.
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Delaware is an indirect, wholly-owned subsidiary of Delaware Management
Holdings, Inc. ("DMH"). On April 3, 1995, a merger between DMH and a wholly-
owned subsidiary of Lincoln National Corporation ("Lincoln National") was
completed. As a result of the merger, DMH, Delaware and Delaware International
became indirect, wholly-owned subsidiaries of Lincoln National and each is now
subject to the ultimate control of Lincoln National. Lincoln Investment
Management, Inc. ("Lincoln"), the sub-adviser to Delaware with respect to The
Real Estate Investment Trust Portfolio, is a wholly-owned subsidiary of Lincoln
National. Delaware, Delaware International and Lincoln may be deemed to be
affiliated persons under the 1940 Act, as the three companies are each under the
ultimate control of Lincoln National. Lincoln National, with headquarters in
Fort Wayne, Indiana, is a diversified organization with operations in many
aspects of the financial services industry, including insurance and investment
management. In connection with the merger, new Investment Management Agreements
between the Fund on behalf of The Defensive Equity Portfolio, The Aggressive
Growth Portfolio, The Fixed Income Portfolio and The Limited-Term Maturity
Portfolio and Delaware, and new Investment Management Agreements between the
Fund on behalf of The International Equity Portfolio, The Global Fixed Income
Portfolio and The International Fixed Income Portfolio and Delaware
International were executed following shareholder approval. Delaware's address
is One Commerce Square, 2005 Market Street, Philadelphia, PA 19103. Delaware
International's address is Veritas House, 125 Finsbury Pavement, London, England
EC2A INQ. Lincoln's address is 200 E. Berry Street, Fort Wayne, Indiana 46802.
ADMINISTRATOR
Delaware Service Company, Inc., an affiliate of Delaware and an indirect,
wholly-owned subsidiary of DMH, provides the Fund with administrative services
pursuant to the Amended and Restated Shareholders Services Agreement with the
Fund on behalf of the Portfolios. The services provided under the Amended and
Restated Shareholders Services Agreement are subject to the supervision of the
officers and directors of the Fund, and include day-to-day administration of
matters related to the corporate existence of the Fund, maintenance of its
records, preparation of reports, supervision of the Fund's arrangements with its
Custodian Bank, and assistance in the preparation of the Fund's registration
statements under Federal and State laws. The Amended and Restated Shareholders
Services Agreement also provides that Delaware Service Company, Inc. will
provide the Fund with dividend disbursing and transfer agent services. Delaware
Service Company, Inc. is located at 1818 Market Street, Philadelphia, PA 19103.
For its services under the Amended and Restated Shareholders Services Agreement,
the Fund pays Delaware Service Company, Inc. an annual fixed fee, payable
monthly, and allocated among the Portfolios of the Fund based on the relative
percentage of assets of each Portfolio.
DISTRIBUTOR
Delaware Distributors, L.P. ("DDLP"), 1818 Market Street, Philadelphia, PA
19103, serves as the exclusive Distributor of the shares of the Fund's
Portfolios. Under its Distribution Agreements with the Fund on behalf of each
Portfolio, DDLP sells shares of the Fund upon the terms and at the current
offering price described in this Prospectus. DDLP is not obligated to sell any
certain number of shares of the Fund. DDLP is an indirect, wholly-owned
subsidiary of DMH.
EXPENSES
Each Portfolio is responsible for payment of certain other fees and expenses
(including legal fees, accountants' fees, custodial fees and printing and
mailing costs) specified in the Amended and Restated Shareholders Services
Agreement and each of the respective Distribution Agreements. The ratio of
expenses to average daily net assets for The Defensive Equity, The Aggressive
Growth, The International Equity and The Global Fixed Income Portfolios was
0.68%, 0.93%, 0.94% and 0.62%, respectively, for the period ended October 31,
1994. These ratios reflect the waiver of fees by the respective investment
adviser, as described above.
SHAREHOLDER SERVICES
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SPECIAL REPORTS AND OTHER SERVICES
The Fund provides client shareholders with annual audited financial reports and
unaudited semi-annual financial reports. In addition, the investment advisers'
dedicated service staff may also provide client shareholders a detailed monthly
appraisal of the status of their account and a complete review of portfolio
assets, performance results and other pertinent data. Finally, the investment
advisers expect to conduct personal reviews no less than annually with each
client shareholder, with interim telephone updates and other communication, as
appropriate. The Fund's dedicated telephone number, (1-800-231-8002), is
available for shareholder inquiries during normal business hours. The net asset
values for the Portfolios are also available by using the above "800" telephone
number.
EXCHANGE PRIVILEGE
Each Portfolio's shares may be exchanged for shares of the Fund's other
Portfolios based on the respective net asset values of the shares involved and
as long as a Portfolio's minimum is satisfied. Exchange requests should be sent
to Delaware Pooled Trust, Inc., One Commerce Square, 2005 Market Street,
Philadelphia, PA 19103, Attn: Client Services. Such an exchange would be
considered a taxable event in instances where an institutional shareholder is
subject to tax. The exchange privilege is only available with respect to
Portfolios that are registered for sale in a shareholder's state of residence.
The Fund reserves the right to suspend or terminate, or amend the terms of, the
exchange privilege upon 60 days' written notice to client shareholders.
DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
The Fund maintains the following dividend and capital gains policies for its
twelve Portfolios.
The Fixed Income, The Limited-Term Maturity, The Global Fixed Income and The
International Fixed Income Portfolios expect to declare dividends daily and
distribute them monthly. The Defensive Equity Utility and The High-Yield Bond
Portfolios expect to declare dividends monthly and distribute them monthly. The
Defensive Equity Small/Mid-Cap, The Defensive Equity, The International Equity
and The Labor Select International Equity Portfolios expect to declare and
distribute all of their net investment income to shareholders as dividends
quarterly. The Aggressive Growth and The Real Estate Investment Trust
Portfolios expect to declare and distribute all of their net investment income
to shareholders as dividends annually.
Net capital gains, if any, will be distributed annually. Unless a shareholder
elects to receive dividends and capital gains distributions in cash, all
dividends and capital gains distributions shall be automatically paid in
additional shares at net asset value of the Portfolio.
In addition, in order to satisfy certain distribution requirements of the Tax
Reform Act of 1986, each Portfolio may declare special year-end dividend and
capital gains distributions during November or December to shareholders of
record on a date in such month. Such distributions, if received by shareholders
by January 31, are deemed to have been paid by a Portfolio and received by
shareholders on the earlier of the date paid or December 31 of the prior year.
For the fiscal year ended October 31, 1994, a dividend of $0.280, $0.020, $0.949
and $0.160 per share of The Defensive Equity, The Aggressive Growth, The Global
Fixed Income and The International Equity Portfolios, respectively, was paid
from net investment income. In addition, a distribution of $0.343, $0.210,
$0.577 and $0.100 per share of The Defensive Equity, The Aggressive Growth, The
Global Fixed Income and The International Equity Portfolios, respectively, was
paid from realized securities profits.
TAXES
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GENERAL
Each Portfolio within the Fund has qualified or intends to qualify, and each
intends to continue to qualify, as a regulated investment company under the
Internal Revenue Code (the "Code"). As such, a Portfolio will not be subject to
federal income or excise tax to the extent its earnings are distributed to its
shareholders as provided in the Code.
Each Portfolio intends to distribute substantially all of its net investment
income and net capital gains. Dividends from net investment income or net
short-term capital gains will be taxable to you as ordinary income, whether
received in cash or in additional shares. For corporate investors, dividends
paid by the Equity Oriented Portfolios, with the exception of The International
Equity and The Labor Select International Equity Portfolios, from net investment
income will generally qualify, in part, for the intercorporate dividends-
received deduction. However, the portion of the dividends so qualified depends
on the aggregate qualifying dividend income received by a Portfolio from
domestic (U.S.) sources. Of the dividends paid by The Defensive Equity and The
Aggressive Growth Portfolios for the fiscal year ended October 31, 1994, 42% and
100%, respectively, were eligible for this deduction.
Distributions paid by a Portfolio from long-term capital gains, whether received
in cash or in additional shares, are taxable to those investors who are subject
to income taxes as long-term capital gains, regardless of the length of time an
investor has owned shares in a Portfolio. The Portfolios do not seek to realize
any particular amount of capital gains during a year; rather, realized gains are
a byproduct of Portfolio management activities. Consequently, capital gains
distributions may be expected to vary considerably from year to year. Also, for
those investors subject to tax, if purchases of shares in a Portfolio are made
shortly before the record date for a dividend or capital gains distribution, a
portion of the investment will be returned as a taxable distribution.
The sale of shares of a Portfolio is a taxable event and may result in a capital
gain or loss to shareholders subject to tax. Capital gain or loss may be
realized from an ordinary redemption of shares or an exchange of shares between
two mutual funds (or two portfolios of a mutual fund). Any loss incurred on the
sale or exchange of the shares of a Portfolio, held for six months or less, will
be treated as a long-term capital loss to the extent of capital gain dividends
received with respect to such shares.
Each year, the Fund will mail to you information on the amount and tax status of
each Portfolio's dividends and distributions. Shareholders should consult their
own tax advisers regarding specific questions as to federal, state, local or
foreign taxes.
The Fund is required to withhold 31% of taxable dividends capital gains
distributions, and redemptions paid to shareholders who have not complied with
IRS taxpayer identification regulations. You may avoid this withholding
requirement by certifying on your Account Registration Form your proper Taxpayer
Identification Number and by certifying that you are not subject to backup
withholding.
THE INTERNATIONAL EQUITY PORTFOLIO, THE LABOR SELECT INTERNATIONAL EQUITY
PORTFOLIO, THE GLOBAL FIXED INCOME PORTFOLIO AND THE INTERNATIONAL FIXED INCOME
PORTFOLIO - FOREIGN TAXES
Each of The International Equity Portfolio, The Labor Select International
Equity Portfolio, The Global Fixed Income Portfolio and The International Fixed
Income Portfolio may elect to "pass-through" to its shareholders the amount of
foreign income taxes paid by such Portfolio. A Portfolio will make such an
election only if it deems it to be in the best interests of its shareholders.
If this election is made, shareholders of a Portfolio will be required to
include in their gross income their pro-rata share of foreign taxes paid by the
Portfolio. However, shareholders will be able to treat their pro-rata share of
foreign taxes as either an itemized deduction or a foreign tax credit (but not
both) against U.S. income taxes on their tax return.
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The tax discussion set forth above is included for general information only.
Prospective investors should consult their own tax advisers concerning the
federal, state, local or foreign tax consequences of an investment in the Fund.
Additional information on tax matters is included in the Statement of Additional
Information.
VALUATION OF SHARES
The net asset value per share of each Portfolio is determined by dividing the
total market value of the Portfolio's investments and other assets, less any
liabilities, by the total outstanding shares of the Portfolio. Net asset value
per share is determined as of the close of regular trading on the NYSE on each
day the NYSE is open for business. Securities listed on a U.S. securities
exchange for which market quotations are available are valued at the last quoted
sale price on the day the valuation is made. Price information on listed
securities is taken from the exchange where the security is primarily traded.
Securities listed on a foreign exchange are valued at the last quoted sale price
available before the time when net assets are valued. Unlisted securities and
listed securities not traded on the valuation date for which market quotations
are readily available are valued at a price that is considered to best represent
fair value within a range not in excess of the current asked price nor less than
the current bid prices. Domestic equity securities traded over-the-counter,
domestic equity securities which are not traded on the valuation date and U.S.
Government securities are priced at the mean of the bid and ask price.
Bonds and other fixed income securities are valued according to the broadest and
most representative market, which will ordinarily be the over-the-counter
market. In addition, bonds and other fixed income securities may be valued on
the basis of prices provided by a pricing service when such prices are believed
to reflect the fair market value of such securities. The prices provided by a
pricing service are determined without regard to bid or last sale prices but
take into account institutional size trading in similar groups of securities and
any developments related to the specific securities. Securities not priced in
this manner are valued at the most recent quoted mean price, or, when stock
exchange valuations are used, at the latest quoted sale price on the day of
valuation. If there is no such reported sale, the latest quoted mean price will
be used. Securities with remaining maturities of 60 days or less are valued at
amortized cost, if it approximates market value. In the event that amortized
cost does not approximate market value, market prices as determined above will
be used.
Exchange-traded options are valued at the last reported sales price or, if no
sales are reported, at the mean between the last reported bid and ask prices.
Non-exchange traded options are valued at fair value using a mathematical model.
Futures contracts are valued at their daily quoted settlement price. The value
of other assets and securities for which no quotations are readily available
(including restricted securities) are determined in good faith at fair value
using methods determined by the Fund's Board of Directors.
The securities in which The International Equity Portfolio, The Labor Select
International Equity Portfolio, The Global Fixed Income Portfolio and The
International Fixed Income Portfolio (and, to a limited extent, The Defensive
Equity Utility Portfolio, The Real Estate Investment Trust Portfolio and The
High-Yield Bond Portfolio) may invest from time to time may be listed primarily
on foreign exchanges which trade on days when the NYSE is closed (such as
Saturday). As a result, the net asset value of those Portfolios may be
significantly affected by such trading on days when shareholders have no access
to the Portfolios.
For purposes of calculating net asset value per share, all assets and
liabilities initially expressed in foreign currencies will be converted into
U.S. dollars at the mean between the bid and ask price of such currencies
against the U.S. dollar as provided by an independent pricing service or any
major bank, including the Custodian Bank. Forward foreign currency contracts
are valued at the mean price of the contracts. Interpolated values will be
derived when the settlement date of the contract is on an interim period for
which quotations are not available.
PORTFOLIO TRANSACTIONS
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In purchasing and selling securities for each of the Portfolios, the Fund (and,
in the case of The International Equity Portfolio, The Labor Select
International Equity Portfolio, The Global Fixed Income Portfolio and The
International Fixed Income Portfolio, the investment adviser) uses its best
efforts to obtain the best available price and most favorable execution and may,
where relevant, pay higher commissions in recognition of brokerage services
which in the opinion of the Fund's trading department (and, in the case of The
International Equity Portfolio, The Labor Select International Equity Portfolio,
The Global Fixed Income Portfolio and The International Fixed Income Portfolio,
the investment adviser) are necessary and in the best interest of the Fund's
shareholders. In selecting broker/dealers to execute the securities transactions
for the Portfolios, consideration will be given to such factors as the price of
the security, the rate of any commission, the size and difficulty of the order,
the reliability, integrity, financial condition, general execution and
operational capabilities of competing broker/dealers, and any brokerage and
research services which they provide to the Fund. These services may be used by
the investment advisers in servicing any of their other accounts. Some
securities considered for investment by each of the Fund's Portfolios may also
be appropriate for other clients served by the investment advisers. If a
purchase or sale of securities consistent with the investment policies of a
Portfolio and one or more of these other clients served by the investment
advisers is considered at or about the same time, transactions in such
securities will be allocated among the Portfolio and clients in a manner deemed
fair and reasonable. Although there is no specified formula for allocating such
transactions, the various allocation methods used and the results of such
allocations are subject to periodic review by the Fund's directors.
Subject to best price and execution, Portfolio orders may be placed with
qualified broker/dealers who recommend the Fund's Portfolios or who act as
agents in the purchase of shares of the Portfolios for their clients. The
portfolio turnover rates for the fiscal years ended October 31, 1993 and 1994
for The Defensive Equity Portfolio were 37% and 73%, respectively. The
portfolio turnover rates for the fiscal years ended October 31, 1993 and 1994
for The Aggressive Growth Portfolio were 81% and 43%, respectively. The
portfolio turnover rates for the fiscal year ended October 31, 1993 and 1994 for
The International Equity Portfolio were 28% and 22%, respectively. For the
period November 30, 1992 (date of initial sale) to October 31, 1993, The Global
Fixed Income Portfolio's annualized portfolio turnover rate was 198%, and for
the fiscal year ended October 31, 1994 was 205%. See "PORTFOLIO TURNOVER" under
"TRADING PRACTICES AND BROKERAGE" in the Statement of Additional Information.
PERFORMANCE INFORMATION
From time to time, the Portfolios may quote yield in advertising and other types
of sales literature. The current yield for each of these Portfolios will be
calculated by dividing the annualized net investment income earned by each of
the Portfolios during a recent 30-day period by the offering price per share
(net asset value) on the last day of the period. The yield information provides
for semi-annual compounding which assumes that net investment income is earned
and reinvested at a constant rate and annualized at the end of a six-month
period. Each Portfolio also may quote total return performance in advertising
and other types of literature. Total return will be based on a hypothetical
$1,000 investment, reflecting the reinvestment of all distributions at net asset
value at the beginning of the specific period. Each presentation will include,
as relevant, the average annual total return for one-, five- and ten-year
periods. Each Portfolio may also advertise aggregate and average total return
information over additional periods of time.
Yield and net asset value fluctuate and are not guaranteed. Past performance is
not an indication of future results.
GENERAL INFORMATION
DESCRIPTION OF COMMON STOCK
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The Fund was organized as a Maryland corporation on May 30, 1991. The Articles
of Incorporation permit the Fund to issue one billion shares of common stock
with $.01 par value and fifty million shares have been allocated to each
Portfolio. The Board of Directors has the power to designate one or more
classes of shares of common stock and to classify and reclassify any unissued
shares with respect to such classes.
The shares of each Portfolio, when issued, will be fully paid, non-assessable,
fully transferable and redeemable at the option of the holder. The shares have
no preference as to the conversion, exchange, dividends, retirement or other
features and have no preemptive rights. The shares of each Portfolio have
noncumulative voting rights, which means that the holders of more than 50% of
the shares voting for the election of directors can elect 100% of the directors
if they choose to do so. Shares of each Portfolio entitled to vote on a matter
will vote in the aggregate and not by Portfolio, except when the matter to be
voted upon affects only the interests of shareholders of a particular Portfolio
or when otherwise expressly required by law. The Fund does not issue
certificates for shares unless a shareholder submits a specific request. Under
Maryland law, the Fund is not required, and does not intend, to hold annual
meetings of its shareholders unless, under certain circumstances, it is required
to do so under the 1940 Act.
CUSTODIAN BANK
Securities and cash are held by The Morgan Guaranty Trust Company of New York,
60 Wall Street, New York, NY 10260, as the Fund's custodian bank for all
Portfolios.
INDEPENDENT AUDITORS
Ernst & Young, Two Commerce Square, 2001 Market Street, Suite 4000,
Philadelphia, PA 19103, serves as independent auditors for the Fund.
EXPENSES
Each Portfolio is responsible for all its own expenses other than those borne by
its investment adviser under the relevant Investment Advisory Agreement and the
distributor under the Distribution Agreement.
LITIGATION
The Fund is not involved in any litigation.
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APPENDIX A--RATINGS
BONDS
Excerpts from Moody's description of its bond ratings: Aaa--judged to be the
best quality. They carry the smallest degree of investment risk; Aa--judged to
be of high quality by all standards; A--possess favorable attributes and are
considered "upper medium" grade obligations; Baa--considered as medium grade
obligations. Interest payments and principal security appear adequate for the
present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time; Ba--judged to have
speculative elements; their future cannot be considered as well assured. Often
the protection of interest and principal payments may be very moderate and
thereby not well safeguarded during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class; B--generally lack
characteristics of the desirable investment. Assurance of interest and
principal payments or of maintenance of other terms of the contract over any
long period of time may be small; Caa--are of poor standing. Such issues may be
in default or there may be present elements of danger with respect to principal
or interest; Ca--represent obligations which are speculative in a high degree.
Such issues are often in default or have other marked shortcomings; C--the
lowest rated class of bonds and issues so rated can be regarded as having
extremely poor prospects of ever attaining any real investment standing.
Excerpts from S&P's description of its bond ratings: AAA--highest grade
obligations. They possess the ultimate degree of protection as to principal and
interest; AA--also qualify as high grade obligations, and in the majority of
instances differ from AAA issues only in a small degree; A--strong ability to
pay interest and repay principal although more susceptible to changes in
circumstances; BBB--regarded as having an adequate capacity to pay interest and
repay principal; BB, B, CCC, CC--regarded, on balance, as predominantly
speculative with respect to capacity to pay interest and repay principal in
accordance with the terms of the obligation. BB indicates the lowest degree of
speculation and CC the highest degree of speculation. While such debt will
likely have some quality and protective characteristics, these are outweighed by
large uncertainties or major risk exposures to adverse conditions; C--reserved
for income bonds on which no interest is being paid; D--in default, and payment
of interest and/or repayment of principal is in arrears.
COMMERCIAL PAPER
Excerpts from Moody's description of its two highest commercial paper ratings:
P-1--the highest grade possessing greatest relative strength; P-2--second
highest grade possessing less relative strength than the highest grade.
Excerpts from S&P's description of its two highest commercial paper ratings:
A-1--judged to be the highest investment grade category possessing the highest
relative strength; A-2--investment grade category possessing less relative
strength than the highest rating.
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PART B
DELAWARE POOLED TRUST, INC.
STATEMENT OF ADDITIONAL INFORMATION
NOVEMBER 29, 1995
___________________________________
Delaware Pooled Trust, Inc. ("Fund") is a no-load, open-end management
investment company. The Fund consists of twelve series ("Portfolios") offering
a broad range of investment choices. The Fund is designed to provide clients
with attractive alternatives for meeting their investment needs. Shares of the
Portfolios are offered with no sales charge or exchange or redemption fee. This
Statement of Additional Information addresses information of the Fund applicable
to each of the twelve Portfolios.
This Statement of Additional Information is not a prospectus but should be
read in conjunction with the Prospectus of the Fund dated November 29, 1995. To
obtain a Prospectus, please write to the Delaware Pooled Trust, Inc. at One
Commerce Square, 2005 Market Street, Philadelphia, PA 19103, Attn: Client
Services or call the Fund at 1-800-231-8002.
TABLE OF CONTENTS
<TABLE>
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PAGE
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INVESTMENT POLICIES, PORTFOLIO TECHNIQUES AND RISK CONSIDERATIONS.. 2
ACCOUNTING AND TAX ISSUES.......................................... 14
PERFORMANCE INFORMATION............................................ 15
TRADING PRACTICES AND BROKERAGE.................................... 20
PURCHASING SHARES.................................................. 22
DETERMINING NET ASSET VALUE........................................ 23
REDEMPTION AND REPURCHASE.......................................... 24
DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS........................... 26
TAXES.............................................................. 26
INVESTMENT MANAGEMENT AGREEMENT.................................... 27
OFFICERS AND DIRECTORS............................................. 32
GENERAL INFORMATION................................................ 40
FINANCIAL STATEMENTS............................................... 41
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INVESTMENT POLICIES, PORTFOLIO TECHNIQUES AND RISK CONSIDERATIONS
INVESTMENT RESTRICTIONS
The Fund has adopted the following restrictions for each of the Portfolios
(except where otherwise noted) which, along with its respective investment
objective, cannot be changed without approval by the holders of a "majority" of
the respective Portfolio's outstanding shares, which is a vote by the holders of
the lesser of a) 67% or more of the voting securities present in person or by
proxy at a meeting, if the holders of more than 50% of the outstanding voting
securities are present or represented by proxy; or b) more than 50% of the
outstanding voting securities. The percentage limitations contained in the
restrictions and policies set forth herein apply at the time a Portfolio
purchases securities.
Each Portfolio shall not:
1. Make loans, except to the extent that purchases of debt obligations
(including repurchase agreements), in accordance with a Portfolio's investment
objective and policies, are considered loans, and except that each Portfolio may
loan up to 25% of its respective assets to qualified broker/dealers or
institutional investors for their use relating to short sales or other security
transactions.
2. Purchase or sell real estate or real estate limited partnerships, but
this shall not otherwise prevent a Portfolio from investing in securities
secured by real estate or interests therein, and except that The Real Estate
Investment Trust Portfolio may own real estate directly as a result of a default
on securities the Portfolio owns.
3. Engage in the underwriting of securities of other issuers, except that
in connection with the disposition of a security, a Portfolio may be deemed to
be an "underwriter" as that term is defined in the Securities Act of 1933.
4. Make any investment which would cause more than 25% of the market or
other fair value of its respective total assets to be invested in the securities
of issuers all of which conduct their principal business activities in the same
industry, except that The Defensive Equity Utility Portfolio shall invest in
excess of 25% of its total assets in the securities of issuers in the utility
industry, and The Real Estate Investment Trust Portfolio shall invest in excess
of 25% of its total assets in the securities of issuers in the real estate
industry. This restriction does not apply to obligations issued or guaranteed by
the U.S. Government, its agencies or instrumentalities.
5. Purchase or sell commodities or commodity contracts, except that The
Aggressive Growth Portfolio, The Real Estate Investment Trust Portfolio and The
International Fixed Income Portfolio may enter into futures contracts and may
purchase and sell options on futures contracts in accordance with the
Prospectus, subject to investment restriction 6 below.
6. Enter into futures contracts or options thereon, except that The
Aggressive Growth Portfolio, The Real Estate Investment Trust Portfolio and The
International Fixed Income Portfolio may each enter into futures contracts and
options thereon to the extent that not more than 5% of its assets are required
as futures contract margin deposits and premiums on options and only to the
extent that obligations under such contracts and transactions represent not more
than 20% of its total assets.
7. Make short sales of securities, or purchase securities on margin,
except that The Aggressive Growth Portfolio, The Real Estate Investment Trust
Portfolio and The International Fixed Income Portfolio may satisfy margin
requirements with respect to futures transactions.
8. Purchase or retain the securities of any issuer which has an officer,
director or security holder who is a director or officer of the Fund or of
either of the investment advisers if or so long as the directors and officers of
the Fund and of the investment advisers together own beneficially more than 5%
of any class of securities of such issuer.
9. Invest in interests in oil, gas and other mineral leases or other
mineral exploration or development programs.
10. Borrow money, except as a temporary measure for extraordinary
purposes or to facilitate redemptions. Any borrowing will be done from a bank
and to the extent that such borrowing exceeds 5% of the value of its respective
net assets, asset coverage of at least 300% is required. In the event that such
asset coverage shall at any time fall below 300%, a Portfolio shall, within
three days thereafter (not including Sunday or holidays) or such longer period
as the Securities and Exchange Commission ("Commission") may prescribe by rules
and
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<PAGE>
regulations, reduce the amount of its borrowings to such an extent that the
asset coverage of such borrowings shall be at least 300%. No investment
securities will be purchased while a Portfolio has an outstanding borrowing. A
Portfolio will not pledge more than 10% of its respective net assets. A
Portfolio will not issue senior securities as defined in the Investment Company
Act of 1940 (the "1940 Act"), except for notes to banks.
In addition to the restrictions set forth above, in connection with the
qualification of a Portfolio's shares for sale in certain states, a Portfolio
may not invest in warrants if such warrants, valued at the lower of cost or
market, would exceed 5% of the value of a Portfolio's net assets. Included
within such amount, but not to exceed 2% of a Portfolio's net assets may be
warrants which are not listed on the New York Stock Exchange or American Stock
Exchange. Warrants acquired by a Portfolio in units or attached to securities
may be deemed to be without value.
ADDITIONAL FUNDAMENTAL INVESTMENT RESTRICTIONS
The following additional investment restrictions apply to each of the
Portfolios, except The Defensive Equity Small/Mid-Cap Portfolio, The Defensive
Equity Utility Portfolio, The Labor Select International Equity Portfolio, The
Real Estate Investment Trust Portfolio, The International Fixed Income Portfolio
and The High-Yield Bond Portfolio, or as otherwise noted. They cannot be changed
without approval by the holders of a "majority" of the respective Portfolio's
outstanding shares, as described above.
Each Portfolio shall not:
1. As to 75% of its respective total assets, invest more than 5% of its
respective total assets in the securities of any one issuer (other than
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities). This restriction shall also apply to The Defensive Equity
Small/Mid-Cap Portfolio, The Labor Select International Equity Portfolio and The
High-Yield Bond Portfolio. This restriction shall apply to only 50% of the
total assets of The Global Fixed Income Portfolio.
2. Invest in securities of other investment companies, except by purchase
in the open market involving only customary brokers' commissions or in
connection with a merger, consolidation or other acquisition or as may otherwise
be permitted by the 1940 Act.
3. Purchase more than 10% of the outstanding voting securities of any
issuer, or invest in companies for the purpose of exercising control or
management.
4. Write, purchase or sell options, puts, calls or combinations thereof
with respect to securities, except that The Aggressive Growth Portfolio may: (a)
write covered call options with respect to any or all parts of its portfolio
securities; (b) purchase call options to the extent that the premiums paid on
all outstanding call options do not exceed 2% of the Portfolio's total assets;
(c) write secured put options; and (d) purchase put options, if the Portfolio
owns the security covered by the put option at the time of purchase, and
provided that premiums paid on all put options outstanding do not exceed 2% of
its total assets. The Portfolio may sell call or put options previously
purchased and enter into closing transactions with respect to the activities
noted above.
5. Invest more than 5% of the value of its respective total assets in
securities of companies less than three years old. Such three-year period shall
include the operation of any predecessor company or companies.
6. Invest more than 10% of its respective total assets in repurchase
agreements maturing in more than seven days and other illiquid assets.
For purposes of investment restriction 6, it is the Fund's policy,
changeable without shareholder vote, that "illiquid assets" include securities
of foreign issuers which are not listed on a recognized U.S. or foreign exchange
and for which a bona fide market does not exist at the time of purchase or
subsequent valuation.
THE DEFENSIVE EQUITY SMALL/MID-CAP PORTFOLIO, THE DEFENSIVE EQUITY UTILITY
PORTFOLIO, THE LABOR SELECT INTERNATIONAL EQUITY PORTFOLIO, THE REAL ESTATE
INVESTMENT TRUST PORTFOLIO, THE INTERNATIONAL FIXED INCOME PORTFOLIO AND THE
HIGH-YIELD BOND PORTFOLIO
The following additional investment restrictions apply to The Defensive
Equity Small/Mid-Cap Portfolio, The Defensive Equity Utility Portfolio, The
Labor Select International Equity Portfolio, The Real Estate Investment Trust
Portfolio, The International Fixed Income Portfolio and
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The High-Yield Bond Portfolio. Unlike the investment restrictions listed above,
these are non-fundamental investment restrictions and may be changed by the
Fund's Board of Directors without shareholder approval.
Except as noted below, each of The Defensive Equity Small/Mid-Cap
Portfolio, The Defensive Equity Utility Portfolio, The Labor Select
International Equity Portfolio, The Real Estate Investment Trust Portfolio, The
International Fixed Income Portfolio and The High-Yield Bond Portfolio shall
not:
1. As to 50% of the respective total assets of The Defensive Equity
Utility Portfolio, The Real Estate Invetment Trust Portfolio and The
International Fixed Income Portfolio, invest more than 5% of its respective
total assets in the securities of any one issuer (other than obligations issued
or guaranteed by the U.S. Government, its agencies or instrumentalities).
2. Invest in securities of other investment companies, except by purchase
in the open market involving only customary brokers' commissions or in
connection with a merger, consolidation or other acquisition or as may otherwise
be permitted by the 1940 Act.
3. Invest more than 5% of the value of its respective total assets in
securities of companies less than three years old. Such three-year old period
shall include the operation of any predecessor company or companies. This
restriction shall not apply to The Real Estate Investment Trust Portfolio and
its investment in the securities of real estate investment trusts.
4. Purchase more than 10% of the outstanding voting securities of any
issuer, or invest in companies for the purpose of exercising control or
management.
5. Write, purchase or sell options, puts, calls or combinations thereof
with respect to securities, except that The Real Estate Investment Trust
Portfolio may: (a) write covered call options with respect to any or all parts
of its portfolio securities; (b) purchase call options to the extent that the
premiums paid on all outstanding call options do not exceed 2% of the
Portfolio's total assets; (c) write secured put options; and (d) purchase put
options, if the Portfolio owns the security covered by the put option at the
time of purchase, and provided that premiums paid on all put options outstanding
do not exceed 2% of its total assets. The Portfolio may sell call or put options
previously purchased and enter into closing transactions with respect to the
activities noted above.
6. Invest more than 15% of its respective total assets, determined at the
time of purchase, in repurchase agreements maturing in more than seven days and
other illiquid assets.
For purposes of investment restriction 5, it is the Fund's policy that
"illiquid assets" include securities of foreign issuers which are not listed on
a recognized U.S. or foreign exchange and for which no bona fide market exists
at the time of purchase.
The following information supplements the information provided in the
Fund's Prospectus.
FOREIGN INVESTMENT INFORMATION (THE INTERNATIONAL EQUITY PORTFOLIO, THE
DEFENSIVE EQUITY UTILITY PORTFOLIO, THE LABOR SELECT INTERNATIONAL EQUITY
PORTFOLIO, THE REAL ESTATE INVESTMENT TRUST PORTFOLIO, THE GLOBAL FIXED INCOME
PORTFOLIO, THE INTERNATIONAL FIXED INCOME PORTFOLIO AND THE HIGH-YIELD BOND
PORTFOLIO)
Investors in The International Equity Portfolio, The Labor Select
International Equity Portfolio, The Global Fixed Income Portfolio and The
International Fixed Income Portfolio (as well as in The Defensive Equity Utility
Portfolio, The Real Estate Investment Trust Portfolio and The High-Yield Bond
Portfolio, each of which possesses a limited ability to invest in foreign
securities) should recognize that investing in securities issued by foreign
corporations and foreign governments involves certain considerations, including
those set forth in the Prospectus, which are not typically associated with
investments in United States issuers. Since the securities of foreign issuers
are frequently denominated in foreign currencies, and since each Portfolio may
temporarily hold uninvested reserves in bank deposits in foreign currencies,
these Portfolios will be affected favorably or unfavorably by changes in
currency rates and in exchange control regulations, and may incur costs in
connection with conversions between various currencies. The investment policies
of each Portfolio, except The High-Yield Bond Portfolio, permit each to enter
into forward foreign currency
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<PAGE>
exchange contracts and permit The International Fixed Income Portfolio to engage
in certain options and futures activities, in order to hedge holdings and
commitments against changes in the level of future currency rates. See "FOREIGN
CURRENCY TRANSACTIONS (THE INTERNATIONAL EQUITY PORTFOLIO, THE DEFENSIVE EQUITY
UTILITY PORTFOLIO, THE LABOR SELECT INTERNATIONAL EQUITY PORTFOLIO, THE REAL
ESTATE INVESTMENT TRUST PORTFOLIO, THE GLOBAL FIXED INCOME PORTFOLIO AND THE
INTERNATIONAL FIXED INCOME PORTFOLIO)," below.
There has been in the past, and there may be again in the future, an
interest equalization tax levied by the United States in connection with the
purchase of foreign securities such as those purchased by the Portfolios.
Payment of such interest equalization tax, if imposed, would reduce a
Portfolio's rate of return on its investment. Dividends paid by foreign issuers
may be subject to withholding and other foreign taxes which may decrease the net
return on such investments as compared to dividends paid to a Portfolio by
United States issuers. Special rules govern the federal income tax treatment of
certain transactions denominated in terms of a currency other than the U.S.
dollar or determined by reference to the value of one or more currencies other
than the U.S. dollar. The types of transactions covered by the special rules
include, as relevant, the following: (i) the acquisition of, or becoming the
obligor under, a bond or other debt instrument (including, to the extent
provided in Treasury Regulations, preferred stock); (ii) the accruing of certain
trade receivables and payables; and (iii) the entering into or acquisition of
any forward contract and similar financial instrument if such instrument is not
"marked to market." The disposition of a currency other than the U.S. dollar by
a U.S. taxpayer is also treated as a transaction subject to the special currency
rules. With respect to transactions covered by the special rules, foreign
currency gain or loss is calculated separately from any gain or loss on the
underlying transaction and is normally taxable as ordinary gain or loss. A
taxpayer may elect to treat as capital gain or loss foreign currency gain or
loss arising from certain identified forward contracts that are capital assets
in the hands of the taxpayer and which are not part of a straddle. The Treasury
Department has authority to issue regulations under which certain transactions
subject to the special currency rules that are part of a "section 988 hedging
transaction" (as defined in the Internal Revenue Code of 1986, as amended (the
"Code"), and the Treasury Regulations) will be integrated and treated as a
single transaction or otherwise treated consistently for purposes of the Code.
Any gain or loss attributable to the foreign currency component of a transaction
engaged in by a Portfolio which is not subject to the special currency rules
(such as foreign equity investments other than certain preferred stocks) will be
treated as capital gain or loss and will not be segregated from the gain or loss
on the underlying transaction. It is anticipated that some of the non-U.S.
dollar denominated investments and foreign currency contracts the Portfolios may
make or enter into will be subject to the special currency rules described
above.
FOREIGN CURRENCY TRANSACTIONS (THE INTERNATIONAL EQUITY PORTFOLIO, THE DEFENSIVE
EQUITY UTILITY PORTFOLIO, THE LABOR SELECT INTERNATIONAL EQUITY PORTFOLIO, THE
REAL ESTATE INVESTMENT TRUST PORTFOLIO, THE GLOBAL FIXED INCOME PORTFOLIO AND
THE INTERNATIONAL FIXED INCOME PORTFOLIO)
The International Equity Portfolio, The Labor Select International Equity
Portfolio, The Global Fixed Income Portfolio and The International Fixed Income
Portfolio (as well as The Defensive Equity Utility Portfolio and The Real Estate
Investment Trust Portfolio, consistent with their limited ability to invest in
foreign securities) may purchase or sell currencies and/or engage in forward
foreign currency transactions in order to expedite settlement of portfolio
transactions and to minimize currency value fluctuations.
Forward foreign currency contracts are traded in the interbank market
conducted directly between currency traders (usually large commercial banks) and
their customers. A forward contract generally has no deposit requirement, and
no commissions are charged at any stage for trades. A Portfolio will account
for forward contracts by marking to market each day at daily exchange rates.
When a Portfolio enters into a forward contract to sell, for a fixed amount
of U.S. dollars or other appropriate currency, the amount of foreign currency
approximating the value of some or all of
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<PAGE>
its assets denominated in such foreign currency, The Morgan Guaranty Trust
Company of New York ("Custodian Bank") will place or will cause to be placed
cash or liquid equity or debt securities in a separate account of that Portfolio
in an amount not less than the value of that Portfolio's total assets committed
to the consummation of such forward contracts. If the additional cash or
securities placed in the separate account declines, additional cash or
securities will be placed in the account on a daily basis so that the value of
the account will equal the amount of that Portfolio's commitments with respect
to such contracts.
As noted in the Prospectus, The International Fixed Income Portfolio may
also enter into transactions involving foreign currency options, futures
contracts and options on futures contracts, in order to minimize the currency
risk in its investment portfolio.
Foreign currency options are traded in a manner substantially similar to
options on securities. In particular, an option on foreign currency provides
the holder with the right to purchase, in the case of a call option, or to sell,
in the case of a put option, a stated quantity of a particular currency for a
fixed price up to a stated expiration date. The writer of the option undertakes
the obligation to deliver, in the case of a call option, or to purchase, in the
case of a put option, the quantity of the currency called for in the option,
upon exercise of the option by the holder.
As in the case of other types of options, the holder of an option on
foreign currency is required to pay a one-time, non-refundable premium, which
represents the cost of purchasing the option. The holder can lose the entire
amount of this premium, as well as related transaction costs, but not more than
this amount. The writer of the option, in contrast, generally is required to
make initial and variation margin payments, similar to margin deposits required
in the trading of futures contacts and the writing of other types of options.
The writer is therefore subject to risk of loss beyond the amount originally
invested and above the value of the option at the time it is entered into.
Certain options on foreign currencies, like forward contracts, are traded
over-the-counter through financial institutions acting as market-makers in such
options and the underlying currencies. Such transactions therefore involve
risks not generally associated with exchange-traded instruments. Options on
foreign currencies may also be traded on national securities exchanges regulated
by the Commission or commodities exchanges regulated by the Commodity Futures
Trading Commission.
A foreign currency futures contract is a bilateral agreement providing for
the purchase and sale of a specified type and amount of a foreign currency. By
its terms, a futures contract provides for a specified settlement date on which,
in the case of the majority of foreign currency futures contracts, the currency
underlying the contract is delivered by the seller and paid for by the
purchaser, or on which, in the case of certain futures contracts, the difference
between the price at which the contract was entered into and the contract's
closing value is settled between the purchaser and seller in cash. Futures
contracts differ from options in that they are bilateral agreements, with both
the purchaser and the seller equally obligated to complete the transactions. In
addition, futures contracts call for settlement only on the expiration date, and
cannot be "exercised" at any other time during their term.
The purchase or sale of a futures contract also differs from the purchase
or sale of a security or the purchase of an option in that no purchase price is
paid or received. Instead, an amount of cash or cash equivalents, which varies
but may be as low as 5% or less of the value of the contract, must be deposited
with the broker as "initial margin" as a good faith deposit. Subsequent payments
to and from the broker referred to as "variation margin" are made on a daily
basis as the value of the currency underlying the futures contract fluctuates,
making positions in the futures contract more or less valuable, a process known
as "marking to the market."
A futures contract may be purchased or sold only on an exchange, known as a
"contract market," designated by the Commodity Futures Trading Commission for
the trading of such contract, and only through a registered futures commission
merchant which is a member of such contract market. A commission must be paid
on each completed purchase and sale transaction. The contract market
clearinghouse guarantees the performance of each party to a futures contract, by
in effect taking the opposite side of such contract. At any time prior to the
expiration of a futures
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contract, a trader may elect to close out its position by taking an opposite
position on the contract market on which the position was entered into, subject
to the availability of a secondary market, which will operate to terminate the
initial position. At that time, a final determination of variation margin is
made and any loss experienced by the trader is required to be paid to the
contract market clearing house while any profit due to the trader must be
delivered to it.
A call option on a futures contract provides the holder with the right to
purchase, or enter into a "long" position in, the underlying futures contract.
A put option on a futures contract provides the holder with the right to sell,
or enter into a "short" position, in the underlying futures contract. In both
cases, the option provides for a fixed exercise price up to a stated expiration
date. Upon exercise of the option by the holder, the contract market
clearinghouse establishes a corresponding short position for the writer of the
option, in the case of a call option, or a corresponding long position in the
case of a put option and the writer delivers to the holder the accumulated
balance in the writer's margin account which represents the amount by which the
market price of the futures contract at exercise exceeds, in the case of a call,
or is less than, in the case of a put, the exercise price of the option on the
futures contract. In the event that an option written by the Portfolio is
exercised, the Portfolio will be subject to all the risks associated with the
trading of futures contracts, such as payment of variation margin deposits. In
addition, the writer of an option on a futures contract, unlike the holder, is
subject to initial and variation margin requirements on the option position.
A position in an option on a futures contract may be terminated by the
purchaser or seller prior to expiration by effecting a closing purchase or sale
transaction, subject to the availability of a liquid secondary market, which is
the purchase or sale of an option of the same series (i.e., the same exercise
price and expiration date) as the option previously purchased or sold. The
difference between the premiums paid and received represents the trader's profit
or loss on the transaction.
An option becomes worthless to the holder when it expires. Upon exercise of
an option, the exchange or contract market clearinghouse assigns exercise
notices on a random basis to those of its members which have written options of
the same series and with the same expiration date. A brokerage firm receiving
such notices then assigns them on a random basis to those of its customers which
have written options of the same series and expiration date. A writer therefore
has no control over whether an option will be exercised against it, nor over the
timing of such exercise.
BRADY BONDS (THE GLOBAL FIXED INCOME PORTFOLIO AND THE INTERNATIONAL FIXED
INCOME PORTFOLIO)
The Global Fixed Income Portfolio and The International Fixed Income
Portfolio may invest, within the limits specified in the Prospectus, in Brady
Bonds and other sovereign debt securities of countries that have restructured or
are in the process of restructuring sovereign debt pursuant to the Brady Plan.
Brady Bonds are debt securities issued under the framework of the Brady Plan, an
initiative announced by then U.S. Treasury Secretary Nicholas F. Brady in 1989
as a mechanism for debtor nations to restructure their outstanding external
indebtedness (generally, commercial bank debt). In restructuring its external
debt under the Brady Plan framework, a debtor nation negotiates with its
existing bank lenders as well as multilateral institutions such as the World
Bank and the International Monetary Fund (the "IMF"). The Brady Plan framework,
as it has developed, contemplates the exchange of commercial bank debt for newly
issued bonds (Brady Bonds). The World Bank and/or the IMF support the
restructuring by providing funds pursuant to loan agreements or other
arrangements which enable the debtor nation to collateralize the new Brady Bonds
or to repurchase outstanding bank debt at a discount. Under these arrangements
with the World Bank and/or the IMF, debtor nations have been required to agree
to the implementation of certain domestic monetary and fiscal reforms. Such
reforms have included the liberalization of trade and foreign investment, the
privatization of state-owned enterprises and the setting of targets for public
spending and borrowing. These policies and programs seek to promote the debtor
country's ability to service its external obligations and promote its economic
growth and development. Investors should recognize that the Brady Plan only
sets forth general guiding principles for economic reform and debt reduction,
emphasizing that
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<PAGE>
solutions must be negotiated on a case-by-case basis between debtor nations and
their creditors. The investment adviser to the Portfolios believes that economic
reforms undertaken by countries in connection with the issuance of Brady Bonds
make the debt of countries which have issued or have announced plans to issue
Brady Bonds an attractive opportunity for investment.
To date, Mexico, Costa Rica, Venezuela, Uruguay and Nigeria have issued
approximately $50 billion of Brady Bonds, and Argentina, Brazil and the
Philippines have announced plans to issue approximately $90 billion, based on
current estimates, of Brady Bonds. Investors should recognize that Brady Bonds
have been issued only recently, and accordingly do not have a long payment
history. Agreements implemented under the Brady Plan to date are designed to
achieve debt and debt-service reduction through specific options negotiated by a
debtor nation with its creditors. As a result, the financial packages offered
by each country differ. The types of options have included the exchange of
outstanding commercial bank debt for bonds issued at 100% of face value of such
debt, bonds issued at a discount of face value of such debt, bonds bearing an
interest rate which increases over time and bonds issued in exchange for the
advancement of new money by existing lenders. Certain Brady Bonds have been
collateralized as to principal due at maturity by U.S. Treasury zero coupon
bonds with a maturity equal to the final maturity of such Brady Bonds, although
the collateral is not available to investors until the final maturity of the
Brady Bonds. Collateral purchases are financed by the IMF, the World Bank and
the debtor nations' reserves. In addition, the first two or three interest
payments on certain types of Brady Bonds may be collateralized by cash or
securities agreed upon by creditors.
OPTIONS ON SECURITIES, FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS (THE
AGGRESSIVE GROWTH PORTFOLIO AND THE REAL ESTATE INVESTMENT TRUST PORTFOLIO)
In order to remain fully invested, and to reduce transaction costs, The
Aggressive Growth Portfolio and The Real Estate Investment Trust Portfolio may,
to the limited extent identified in the Prospectus, use futures contracts,
options on futures contracts and options on securities and may enter into
closing transactions with respect to such activities. The Portfolios may only
enter into these transactions for hedging purposes, if it is consistent with the
Portfolios' investment objectives and policies. The Portfolios will not engage
in such transactions to the extent that obligations resulting from these
activities in the aggregate exceed 25% of the Portfolios' assets.
OPTIONS
The Aggressive Growth Portfolio and The Real Estate Investment Trust
Portfolio may purchase call options, write call options on a covered basis,
write secured put options and purchase put options on a covered basis only.
The Portfolios may invest in options that are either exchange-listed or
traded over-the-counter. Certain over-the-counter options may be illiquid.
Thus, it may not be possible to close options positions and this may have an
adverse impact on the Portfolios' ability to effectively hedge their securities.
The Aggressive Growth Portfolio will not invest more than 10% of its assets in
illiquid securities, and The Real Estate Investment Trust Portfolio will not
invest more than 15% of its assets in illiquid securities.
A. COVERED CALL WRITING--The Portfolios may write covered call options
from time to time on such portion of their securities as the investment adviser
determines is appropriate given the limited circumstances under which the
Portfolios intend to engage in this activity. A call option gives the purchaser
of such option the right to buy and the writer (in this case a Portfolio) the
obligation to sell the underlying security at the exercise price during the
option period. If the security rises in value, however, the Portfolio may not
fully participate in the market appreciation.
During the option period, a covered call option writer may be assigned an
exercise notice by the broker/dealer through whom such call option was sold
requiring the writer to deliver the underlying security against payment of the
exercise price. This obligation is terminated upon the expiration of the option
period or at such earlier time in which the writer effects a closing purchase
transaction. A closing purchase transaction cannot be effected with respect to
an option once the option writer has received an exercise notice for such
option.
-8-
<PAGE>
With respect to options on actual portfolio securities owned by the
Portfolios, a Portfolio may enter into closing purchase transactions. A closing
purchase transaction is one in which the Portfolio, when obligated as a writer
of an option, terminates its obligation by purchasing an option of the same
series as the option previously written.
Consistent with the limited purposes for which the Portfolios intend to
engage in the writing of covered calls, closing purchase transactions will
ordinarily be effected to realize a profit on an outstanding call option, to
prevent an underlying security from being called, to permit the sale of the
underlying security or to enable the Portfolios to write another call option on
the underlying security with either a different exercise price or expiration
date or both.
The Portfolios may realize a net gain or loss from a closing purchase
transaction depending upon whether the net amount of the original premium
received on the call option is more or less than the cost of effecting the
closing purchase transaction. Any loss incurred in a closing purchase
transaction may be partially or entirely offset by the premium received from a
sale of a different call option on the same underlying security. Such a loss
may also be wholly or partially offset by unrealized appreciation in the market
value of the underlying security. Conversely, a gain resulting from a closing
purchase transaction could be offset in whole or in part by a decline in the
market value of the underlying security.
If a call option expires unexercised, a Portfolio will realize a short-term
capital gain in the amount of the premium on the option, less the commission
paid. Such a gain, however, may be offset by depreciation in the market value
of the underlying security during the option period. If a call option is
exercised, a Portfolio will realize a gain or loss from the sale of the
underlying security equal to the difference between the cost of the underlying
security, and the proceeds of the sale of the security plus the amount of the
premium on the option, less the commission paid.
The market value of a call option generally reflects the market price of an
underlying security. Other principal factors affecting market value include
supply and demand, interest rates, the price volatility of the underlying
security and the time remaining until the expiration date.
The Portfolios will write call options only on a covered basis, which means
that the Portfolios will own the underlying security subject to a call option at
all times during the option period. Unless a closing purchase transaction is
effected, the Portfolios would be required to continue to hold a security which
they might otherwise wish to sell, or deliver a security it would want to hold.
Options written by the Portfolios will normally have expiration dates between
one and nine months from the date written. The exercise price of a call option
may be below, equal to, or above the current market value of the underlying
security at the time the option is written.
B. PURCHASING CALL OPTIONS--The Portfolios may purchase call options to
the extent that premiums paid by the Portfolios do not aggregate more than 2% of
their total assets. When a Portfolio purchases a call option, in return for a
premium paid by the Portfolio to the writer of the option, the Portfolio obtains
the right to buy the security underlying the option at a specified exercise
price at any time during the term of the option. The writer of the call option,
who receives the premium upon writing the option, has the obligation, upon
exercise of the option, to deliver the underlying security against payment of
the exercise price. The advantage of purchasing call options is that the
Portfolios may alter portfolio characteristics and modify portfolio maturities
without incurring the cost associated with portfolio transactions.
The Portfolios may, following the purchase of a call option, liquidate
their positions by effecting a closing sale transaction. This is accomplished by
selling an option of the same series as the option previously purchased. The
Portfolios will realize a profit from a closing sale transaction if the price
received on the transaction is more than the premium paid to purchase the
original call option; the Portfolios will realize a loss from a closing sale
transaction if the price received on the transaction is less than the premium
paid to purchase the original call option.
Although the Portfolios will generally purchase only those call options for
which there appears to be an active secondary market, there is no assurance that
a liquid secondary market on an exchange will exist for any particular option,
or at any particular time, and for some options no secondary market on an
exchange may
-9-
<PAGE>
exist. In such event, it may not be possible to effect closing transactions in
particular options, with the result that the Portfolios would have to exercise
their options in order to realize any profit and would incur brokerage
commissions upon the exercise of such options and upon the subsequent
disposition of the underlying securities acquired through the exercise of such
options. Further, unless the price of the underlying security changes
sufficiently, a call option purchased by a Portfolio may expire without any
value to the Portfolio.
C. PURCHASING PUT OPTIONS--The Portfolios may purchase put options to the
extent premiums paid by the Portfolios do not aggregate more than 2% of their
total assets. The Portfolios will, at all times during which they hold a put
option, own the security covered by such option.
A put option purchased by the Portfolios gives them the right to sell one
of their securities for an agreed price up to an agreed date. Consistent with
the limited purposes for which the Portfolios intend to purchase put options,
the Portfolios intend to purchase put options in order to protect against a
decline in the market value of the underlying security below the exercise price
less the premium paid for the option ("protective puts"). The ability to
purchase put options will allow a Portfolio to protect unrealized gain in an
appreciated security in its portfolio without actually selling the security. If
the security does not drop in value, the Portfolio will lose the value of the
premium paid. The Portfolio may sell a put option which it has previously
purchased prior to the sale of the securities underlying such option. Such sales
will result in a net gain or loss depending on whether the amount received on
the sale is more or less than the premium and other transaction costs paid on
the put option which is sold.
The Portfolios may sell a put option purchased on individual portfolio
securities. Additionally, the Portfolios may enter into closing sale
transactions. A closing sale transaction is one in which a Portfolio, when it
is the holder of an outstanding option, liquidates its position by selling an
option of the same series as the option previously purchased.
D. WRITING PUT OPTIONS--A put option written by a Portfolio obligates it
to buy the security underlying the option at the exercise price during the
option period and the purchaser of the option has the right to sell the security
to the Portfolio. During the option period, the Portfolio, as writer of the put
option, may be assigned an exercise notice by the broker/dealer through whom the
option was sold requiring the Portfolio to make payment of the exercise price
against delivery of the underlying security. The obligation terminates upon
expiration of the put option or at such earlier time at which the writer effects
a closing purchase transaction. The Portfolios may write put options on a
secured basis which means that the Portfolios will maintain in a segregated
account with the Custodian Bank, cash or U.S. Government securities in an amount
not less than the exercise price of the option at all times during the option
period. The amount of cash or U.S. Government securities held in the segregated
account will be adjusted on a daily basis to reflect changes in the market value
of the securities covered by the put option written by the Portfolios.
Consistent with the limited purposes for which the Portfolios intend to engage
in the writing of put options, secured put options will generally be written in
circumstances where the investment adviser wishes to purchase the underlying
security for the Portfolios at a price lower than the current market price of
the security. In such event, a Portfolio would write a secured put option at an
exercise price which, reduced by the premium received on the option, reflects
the lower price it is willing to pay.
Following the writing of a put option, the Portfolios may wish to terminate
the obligation to buy the security underlying the option by effecting a closing
purchase transaction. This is accomplished by buying an option of the same
series as the option previously written. The Portfolios may not, however,
effect such a closing transaction after they have been notified of the exercise
of the option.
FUTURES AND OPTIONS ON FUTURES
Consistent with the limited circumstances under which The Aggressive Growth
Portfolio and The Real Estate Investment Trust Portfolio will use futures, the
Portfolios may enter into contracts for the purchase or sale for future delivery
of securities. While futures contracts provide for the delivery of securities,
deliveries usually do not occur. Contracts are generally terminated by entering
into an offsetting transaction. When a Portfolio enters into a futures
transaction, it must deliver to the futures commission merchant selected by the
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<PAGE>
Portfolio an amount referred to as "initial margin." This amount is maintained
by the futures commission merchant in an account at the Portfolio's Custodian
Bank. Thereafter, a "variation margin" may be paid by the Portfolio to, or drawn
by the Portfolio from, such account in accordance with controls set for such
account, depending upon changes in the price of the underlying securities
subject to the futures contract.
Consistent with the limited purposes for which the Portfolios may engage in
these transactions, a Portfolio may enter into such futures contracts to protect
against the adverse effects of fluctuations in interest rates without actually
buying or selling the securities. For example, if interest rates are expected
to increase, a Portfolio might enter into futures contracts for the sale of debt
securities. Such a sale would have much the same effect as selling an
equivalent value of the debt securities owned by the Portfolio. If interest
rates did increase, the value of the debt securities in the portfolio would
decline, but the value of the futures contracts to the Portfolio would increase
at approximately the same rate, thereby keeping the net asset value of the
Portfolio from declining as much as it otherwise would have. Similarly, when it
is expected that interest rates may decline, futures contracts may be purchased
to hedge in anticipation of subsequent purchases of securities at higher prices.
Because the fluctuations in the value of futures contracts should be similar to
those of debt securities, a Portfolio could take advantage of the anticipated
rise in value of debt securities without actually buying them until the market
had stabilized. At that time, the futures contracts could be liquidated and the
Portfolio could then buy debt securities on the cash market.
With respect to options on futures contracts, when a Portfolio is not fully
invested, it may purchase a call option on a futures contract to hedge against a
market advance due to declining interest rates. The purchase of a call option
on a futures contract is similar in some respects to the purchase of a call
option on an individual security. Depending on the pricing of the option
compared to either the price of the futures contract upon which it is based, or
the price of the underlying debt securities, it may or may not be less risky
than ownership of the futures contract or underlying debt securities.
The writing of a call option on a futures contract constitutes a partial
hedge against the declining price of the security which is deliverable upon
exercise of the futures contract. If the futures price at the expiration of the
option is below the exercise price, the Portfolio will retain the full amount of
the option premium which provides a partial hedge against any decline that may
have occurred in the Portfolio's holdings. The writing of a put option on a
futures contract constitutes a partial hedge against the increasing price of the
security which is deliverable upon exercise of the futures contract. If the
futures price at the expiration of the option is higher than the exercise price,
the Portfolio will retain the full amount of option premium which provides a
partial hedge against any increase in the price of securities which the
Portfolio intends to purchase.
If a put or call option that a Portfolio has written is exercised, the
Portfolio will incur a loss which will be reduced by the amount of the premium
it receives. Depending on the degree of correlation between changes in the
value of its portfolio securities and changes in the value of its futures
positions, a Portfolio's losses from existing options on futures may, to some
extent, be reduced or increased by changes in the value of portfolio securities.
The purchase of a put option on a futures contract is similar in some respects
to the purchase of protective puts on portfolio securities. For example,
consistent with the limited purposes for which the Portfolios will engage in
these activities, a Portfolio will purchase a put option on a futures contract
to hedge the Portfolio's securities against the risk of rising interest rates.
To the extent that interest rates move in an unexpected direction, the
Portfolios may not achieve the anticipated benefits of futures contracts or
options on futures contracts or may realize a loss. For example, if a Portfolio
is hedged against the possibility of an increase in interest rates which would
adversely affect the price of securities held in its portfolio and interest
rates decrease instead, the Portfolio will lose part or all of the benefit of
the increased value of its securities which it has because it will have
offsetting losses in its futures position. In addition, in such situations, if
the Portfolio had insufficient cash, it may be required to sell securities from
its portfolio to meet daily variation margin requirements. Such sales of
securities may, but will
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<PAGE>
not necessarily, be at increased prices which reflect the rising market. The
Portfolios may be required to sell securities at a time when it may be
disadvantageous to do so.
Further, with respect to options on futures contracts, the Portfolios may
seek to close out an option position by writing or buying an offsetting position
covering the same securities or contracts and have the same exercise price and
expiration date. The ability to establish and close out positions on options
will be subject to the maintenance of a liquid secondary market, which cannot be
assured.
* * *
From time to time, the Portfolios may also, as noted below, engage in the
following investment techniques:
ASSET-BACKED SECURITIES (THE FIXED INCOME PORTFOLIO AND THE LIMITED-TERM
MATURITY PORTFOLIO)
The Fixed Income and The Limited-Term Maturity Portfolios may invest a
portion of their assets in asset-backed securities. The rate of principal
payment on asset-backed securities generally depends on the rate of principal
payments received on the underlying assets. Such rate of payments may be
affected by economic and various other factors such as changes in interest
rates. Therefore, the yield may be difficult to predict and actual yield to
maturity may be more or less than the anticipated yield to maturity. The credit
quality of most asset-backed securities depends primarily on the credit quality
of the assets underlying such securities, how well the entities issuing the
securities are insulated from the credit risk of the originator or affiliated
entities, and the amount of credit support provided to the securities.
Asset-backed securities are often backed by a pool of assets representing
the obligations of a number of different parties. To lessen the effect of
failures by obligors on underlying assets to make payments, such securities may
contain elements of credit support. Such credit support falls into two
categories: (i) liquidity protection, and (ii) protection against losses
resulting from ultimate default by an obligor on the underlying assets.
Liquidity protection refers to the provision of advances, generally by the
entity administering the pool of assets, to ensure that the receipt of payments
due on the underlying pool is timely. Protection against losses resulting from
ultimate default enhances the likelihood of payments of the obligations on at
least some of the assets in the pool. Such protection may be provided through
guarantees, insurance policies or letters of credit obtained by the issuer or
sponsor from third parties, through various means of structuring the transaction
or through a combination of such approaches. The Portfolios will not pay any
additional fees for such credit support, although the existence of credit
support may increase the price of a security.
Examples of credit support arising out of the structure of the transaction
include "senior-subordinated securities" (multiple class securities with one or
more classes subordinate to other classes as to the payment of principal thereof
and interest thereon, with the result that defaults on the underlying assets are
borne first by the holders of the subordinated class), creation of "reserve
funds" (where cash or investments, sometimes funded from a portion of the
payments on the underlying assets, are held in reserve against future losses)
and "over collateralization" (where the scheduled payments on, or the principal
amount of, the underlying assets exceeds that required to make payments of the
securities and pay any servicing or other fees). The degree of credit support
provided for each issue is generally based on historical information respecting
the level of credit risk associated with the underlying assets. Delinquencies
or losses in excess of those anticipated could adversely affect the return on an
investment in such issue.
REPURCHASE AGREEMENTS
While each Portfolio is permitted to do so, it normally does not invest in
repurchase agreements, except to invest cash balances or for temporary defensive
purposes.
The funds in the Delaware Group, including the Fund, have obtained an
exemption from the joint-transaction prohibitions of Section 17(d) of the 1940
Act to allow the Delaware Group funds jointly to invest cash balances. Each
Portfolio may invest cash balances in a joint repurchase agreement in accordance
with the terms of the Order and subject generally to the conditions described
below.
A repurchase agreement is a short-term investment by which the purchaser
acquires
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<PAGE>
ownership of a debt security and the seller agrees to repurchase the obligation
at a future time and set price, thereby determining the yield during the
purchaser's holding period. Should an issuer of a repurchase agreement fail to
repurchase the underlying security, the loss to a Portfolio, if any, would be
the difference between the repurchase price and the market value of the
security. Each Portfolio will limit its investments in repurchase agreements to
those which its respective investment adviser, under the guidelines of the Board
of Directors, determines to present minimal credit risks and which are of high
quality. In addition, a Portfolio must have collateral of at least 100% of the
repurchase price, including the portion representing the Portfolio's yield under
such agreements which is monitored on a daily basis.
PORTFOLIO LOAN TRANSACTIONS
Each Portfolio may loan up to 25% of its assets to qualified broker/dealers
or institutional investors for their use relating to short sales or other
security transactions.
It is the understanding of the Fund that the staff of the Commission
permits portfolio lending by registered investment companies if certain
conditions are met. These conditions are as follows: 1) each transaction must
have 100% collateral in the form of cash, short-term U.S. Government securities,
or irrevocable letters of credit payable by banks acceptable to the Fund from
the borrower; 2) this collateral must be valued daily and should the market
value of the loaned securities increase, the borrower must furnish additional
collateral to a Portfolio; 3) a Portfolio must be able to terminate the loan
after notice, at any time; 4) a Portfolio must receive reasonable interest on
any loan, and any dividends, interest or other distributions on the lent
securities, and any increase in the market value of such securities; 5) a
Portfolio may pay reasonable custodian fees in connection with the loan; and 6)
the voting rights on the lent securities may pass to the borrower; however, if
the Board of Directors of the Fund know that a material event will occur
affecting an investment loan, they must either terminate the loan in order to
vote the proxy or enter into an alternative arrangement with the borrower to
enable the directors to vote the proxy.
The major risk to which a Portfolio would be exposed on a loan transaction
is the risk that the borrower would go bankrupt at a time when the value of the
security goes up. Therefore, a Portfolio will only enter into loan arrangements
after a review of all pertinent facts by the respective investment adviser,
under the supervision of the Board of Directors, including the creditworthiness
of the borrowing broker, dealer or institution and then only if the
consideration to be received from such loans would justify the risk.
Creditworthiness will be monitored on an ongoing basis by the respective
investment adviser.
RULE 144A SECURITIES
Each Portfolio may invest in restricted securities, including securities
eligible for resale without registration pursuant to Rule 144A ("Rule 144A
Securities") under the Securities Act of 1933. Rule 144A Securities are traded
among qualified institutional investors. While maintaining oversight, the Board
of Directors has delegated to the respective investment adviser the day-to-day
function of determining whether or not individual Rule 144A Securities are
liquid for purposes of each Portfolio's limitation (whether 15% or 10% of total
assets) on investments in illiquid assets. The Board has instructed the
respective investment adviser to consider the following factors in determining
the liquidity of a Rule 144A Security: (i) the frequency of trades and trading
volume for the security; (ii) whether at least three dealers are willing to
purchase or sell the security and the number of other potential purchasers;
(iii) whether at least two dealers are making a market in the security; and (iv)
the nature of the security and the nature of the marketplace trades (e.g., the
time needed to dispose of the security, the method of soliciting offers, and the
mechanics of transfer).
Investing in Rule 144A Securities could have the effect of increasing the
level of a Portfolio's illiquidity to the extent that qualified institutional
buyers become, for a time, uninterested in purchasing these securities. After
the purchase of a Rule 144A Security, however, the Board of Directors and the
respective investment adviser will continue to monitor the liquidity of that
security to ensure that a Portfolio has no more than 10% or 15%, as appropriate,
of its total assets in illiquid securities.
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<PAGE>
ACCOUNTING AND TAX ISSUES
When The Aggressive Growth Portfolio, The Real Estate Investment Trust
Portfolio and The International Fixed Income Portfolio writes a call, or
purchases a put option, an amount equal to the premium received or paid by it is
included in the section of the Portfolio's assets and liabilities as an asset
and as an equivalent liability.
In writing a call, the amount of the liability is subsequently "marked to
market" to reflect the current market value of the option written. The current
market value of a written option is the last sale price on the principal
exchange on which such option is traded or, in the absence of a sale, the mean
between the last bid and ask prices. If an option which a Portfolio has written
expires on its stipulated expiration date, the Portfolio recognizes a short-term
capital gain. If a Portfolio enters into a closing purchase transaction with
respect to an option which the Portfolio has written, the Portfolio realizes a
short-term gain (or loss if the cost of the closing transaction exceeds the
premium received when the option was sold) without regard to any unrealized gain
or loss on the underlying security, and the liability related to such option is
extinguished. If a call option which a Portfolio has written is exercised, the
Portfolio realizes a capital gain or loss from the sale of the underlying
security on foreign currency and the proceeds from such sale are increased by
the premium originally received.
The premium paid by a Portfolio for the purchase of a put option is
reported in the section of the Portfolio's assets and liabilities as an
investment and subsequently adjusted daily to the current market value of the
option. For example, if the current market value of the option exceeds the
premium paid, the excess would be unrealized appreciation and, conversely, if
the premium exceeds the current market value, such excess would be unrealized
depreciation. The current market value of a purchased option is the last sale
price on the principal exchange on which such option is traded or, in the
absence of a sale, the mean between the last bid and ask prices. If an option
which the Portfolio has purchased expires on the stipulated expiration date, the
Portfolio realizes a short-term or long-term capital loss for federal income tax
purposes in the amount of the cost of the option. If the Portfolio exercises a
put option, it realizes a capital gain or loss (long-term or short-term,
depending on the holding period of the underlying security) from the sale of the
underlying security and the proceeds from such sale will be decreased by the
premium originally paid.
OTHER TAX REQUIREMENTS
Each Portfolio has qualified or intends to qualify, and each that has
qualified intends to continue to qualify, as a regulated investment company
under Subchapter M of the Code. Accordingly, a Portfolio will not be subject to
federal income tax to the extent its earnings are distributed. Each Portfolio
must meet several requirements to maintain its status as a regulated investment
company. Among these requirements are: (i) that at least 90% of its investment
company taxable income be derived from dividends, interest, payment with respect
to securities loans and gains from the sale or disposition of securities or
foreign currencies, or other income derived with respect to its business of
investing in such securities or currencies; (ii) that at the close of each
quarter of its taxable year at least 50% of the value of its assets consist of
cash and cash items, government securities, securities of other regulated
investment companies and, subject to certain diversification requirements, other
securities, and, with respect to its remaining assets, no more than 25% of the
value of such assets is invested in the securities (other than U.S. Government
securities and securities of other regulated investment companies) of any one
issuer, or of two or more issuers which are controlled by a Portfolio and which
are engaged in the same or similar trades or businesses; and (iii) that less
than 30% of its gross income be derived from sales of securities held for less
than three months.
The requirement that not more than 30% of gross income be derived from
gains from the sale or other disposition of securities held for less than three
months may restrict The Aggressive Growth Portfolio and The Real Estate
Investment Trust Portfolio in their ability to write covered call options on
securities which they have held less than three months, to write options which
expire in less than three months, to sell securities which have been held less
than three months and to effect closing purchase transactions with respect to
options which have been written less than three months prior to such
transactions. Consequently, in order to avoid
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<PAGE>
realizing a gain within the three-month period, the Portfolios may be required
to defer the closing out of a contract beyond the time when it might otherwise
be advantageous to do so. The Portfolios may also be restricted in the sale of
purchased put options and the purchase of put options for the purpose of hedging
underlying securities because of the application of the short sale holding
period rules with respect to such underlying securities.
The straddle rules of Section 1092 may apply. Generally, the straddle
provisions require the deferral of losses to the extent of unrecognized gains
related to the offsetting positions in the straddle. Excess losses, if any, can
be recognized in the year of loss. Deferred losses will be carried forward and
recognized in the following year, subject to the same limitation.
PERFORMANCE INFORMATION
From time to time, the Fund may state each Portfolio's total return in
advertisements and other types of literature. Any statements of total return
performance data will be accompanied by information on the Portfolio's average
annual total rate of return over the most recent one-, five-, and ten-year
periods, as relevant. The Fund may also advertise aggregate and average total
return information of each Portfolio over additional periods of time.
Each Portfolio's average annual total rate of return is based on a
hypothetical $1,000 investment that includes capital appreciation and
depreciation during the stated periods. The following formula will be used for
the actual computations:
<TABLE>
<CAPTION>
<S> <C>
n
P(1+T) = ERV
Where: P = a hypothetical initial purchase
order of $1,000;
T = average annual total return;
n = number of years;
ERV = redeemable value of the
hypothetical $1,000 purchase at
the end of the period.
</TABLE>
Aggregate or cumulative total return is calculated in a similar manner,
except that the results are not annualized. Each calculation assumes that all
distributions are reinvested at net asset value.
The performance of the Portfolios, as shown below, is the average annual
total return quotations for the one- and three-year periods ended April 30, 1995
and for the life of The Defensive Equity, The Aggressive Growth and The
International Equity Portfolios and for the one-year period ended April 30, 1995
and for the life of The Global Fixed Income Portfolio computed as described
above. Securities prices fluctuated during the period covered and the past
results should not be considered as representative of future performance.
AVERAGE ANNUAL TOTAL RETURN(1)
<TABLE>
<CAPTION>
THE THE THE
DEFENSIVE AGGRESSIVE INTERNATIONAL
EQUITY GROWTH EQUITY
PORTFOLIO PORTFOLIO PORTFOLIO
<S> <C> <C>
1 year 1 year 1 year
ended ended ended
4/30/95 4/30/95 4/30/95
15.42% 5.10% 2.55%
3 years 3 years 3 years
ended ended ended
4/30/95 4/30/95 4/30/95
14.17% 9.35% 10.95%
Period Period Period
2/3/92(2) 2/27/92(2) 2/4/92(2)
through through through
4/30/95 4/30/95 4/30/95
15.03% 5.41% 10.68%
</TABLE>
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<PAGE>
THE
GLOBAL
FIXED
INCOME
PORTFOLIO
1 year
ended
4/30/95
5.18%
Period
11/30/92(2)
through
4/30/95
10.06%
(1) Certain expenses of the Portfolios have been waived and reimbursed by the
respective investment adviser. In the absence of such waiver and reimbursement,
performance would have been affected negatively.
(2) Date of initial sale.
The Fund may also quote each Portfolio's current yield, calculated as
described below, in advertisements and investor communications.
The yield computation is determined by dividing the net investment income
per share earned during the period by the maximum offering price per share on
the last day of the period and annualizing the resulting figure, according to
the following formula:
a - b
----- 6
YIELD = 2[(cd + 1) - 1]
<TABLE>
<CAPTION>
<S> <C>
Where: a = dividends and interest earned during
the period;
b = expenses accrued for the period (net
of reimbursements);
c = the average daily number of shares
outstanding during the period that
were entitled to receive dividends;
d = the maximum offering price per
share on the last day of the period.
</TABLE>
The above formula will be used in calculating quotations of yield, based on
specific 30-day periods identified in advertising by the Portfolio. Yield
quotations are based on the Portfolio's net asset value on the last day of the
period and will fluctuate depending on the period covered. The yield of The
Global Fixed Income Portfolio, as of April 30, 1995, was 9.38%, reflecting the
waiver and reimbursement commitment by its investment adviser.
Investors should note that income earned and dividends paid by The Fixed
Income Portfolio, The Limited-Term Maturity Portfolio, The Global Fixed Income
Portfolio, The International Fixed Income Portfolio and The High-Yield Bond
Portfolio will also vary depending upon fluctuation in interest rates and
performance of each Portfolio. The net asset value of these five Portfolios will
fluctuate in value inversely to movements in interest rates and, therefore, will
tend to rise when interest rates fall and fall when interest rates rise.
Likewise, the net asset value for these Portfolios will vary from day to day
depending upon fluctuation in the prices of the securities held by each
Portfolio. Thus, investors should consider net asset value fluctuation as well
as yield in making an investment decision.
Each Portfolio's total return performance will be computed by adding all
reinvested income and realized securities profits distributions plus the change
in net asset value during a specific period and dividing by the net asset value
at the beginning of the period. The computation will not reflect the impact of
any income taxes payable by shareholders (who are subject to such tax) on the
reinvested distributions included in the calculation. Portfolio shares are sold
without a sales charge. Because security prices fluctuate, past performance
should not be considered as a representation of the results which may be
realized from an investment in the Portfolios in the future.
From time to time, performance of each Portfolio in the Fund may be
compared to various industry indices. For example, the Fund may quote actual
total return performance, dividend results and other performance information of
The Defensive Equity Portfolio, that invests primarily in domestic equities, in
advertising and other types of literature and may compare that information to,
or may separately illustrate similar information reported by the Standard &
Poor' s 500 Stock Index and the Dow Jones Industrial Average, and other
unmanaged indices. The Standard & Poor's 500 Stock Index and the Dow
-16-
<PAGE>
Jones Industrial Average are industry-accepted unmanaged indices of generally-
conservative securities used for measuring general market performance. The total
return performance reported will reflect the reinvestment of all distributions
on a quarterly basis and market price fluctuations. The indices do not take into
account any management expenses or other fees. In seeking a particular
investment objective, the Portfolios that invest primarily in equities may
include common stocks considered by the investment adviser to be more aggressive
than those tracked by these indices.
From time to time, the Fund may quote actual total return and/or yield
performance for each Portfolio in advertising and other types of literature
compared to indices or averages of alternative financial products available to
prospective investors. For example, the performance comparisons may include the
average return of various bank instruments, some of which may carry certain
return guarantees, offered by leading banks and thrifts as monitored by Bank
Rate Monitor, and those of generally-accepted corporate bond and government
security price indices of various durations prepared by Lehman Brothers and
Salomon Brothers, Inc. These indices are not managed for any investment goal.
Current interest rate and yield information on government debt obligations
of various durations, as reported weekly by the Federal Reserve (Bulletin H.15),
may also be used. Current industry rate and yield information on all industry
available fixed income securities, as reported weekly by the Bond Buyer, may
also be used in preparing comparative illustrations. In addition, the Consumer
Price Index, the most commonly used measure of inflation, may be used in
preparing performance comparisons. The Consumer Price Index, as prepared by the
U.S. Bureau of Labor Statistics, indicates the cost fluctuations of a
representative group of consumer goods. It does not represent a return from an
investment.
Statistical and/or performance information and various indices compiled and
maintained by organizations such as the following may also be used in preparing
exhibits comparing certain industry trends to comparable Fund activity and
performance:
CDA Technologies, Inc. is a performance evaluation service that maintains a
statistical database of performance, as reported by a diverse universe of
independently-managed mutual funds.
Ibbotson Associates, Inc. is a consulting firm that provides a variety of
historical data including total return, capital appreciation and income on
the stock market as well as other investment asset classes, and inflation.
With its permission, this information will be used primarily for comparative
purposes and to illustrate general financial planning principles.
Interactive Data Corporation is a statistical access service that maintains a
database of various industry indicators, such as historical and current
price/earnings information and individual equity and fixed income price and
return information.
Compustat Industrial Databases, a service of Standard & Poor's Corporation,
may also be used in preparing performance and historical stock and bond
market exhibits. This firm maintains fundamental databases that provide
financial, statistical and market information covering more than 7,000
industrial and non-industrial companies.
Russell Indexes is an investment analysis service that provides both current
and historical stock performance information, focusing on the business
fundamentals of those firms issuing the security.
Morgan Stanley Capital International is a research firm that maintains a
statistical database of international securities. It also compiles and
maintains a number of unmanaged indices of international securities. These
indices are designed to measure the performance of the stock markets outside
of the USA. Primary coverage of Europe, Canada, Mexico, Australia and the
Far Eastern markets, and that of international industry groups are included.
-17-
<PAGE>
Lehman Brothers is a statistical research firm that maintains databases of
U.S. and international bond markets and corporate and government-backed
securities of various maturities. This information, as well as unmanaged
indices compiled and maintained by Lehman Brothers, will be used in preparing
comparative illustrations.
Wellesley Group Inc. is an investment management consulting firm specializing
in investment and market research for endowments and pension plans. Wellesley
Group will be maintaining, on behalf of the Fund, peer group comparison
composites for each Portfolio of the Fund. The peer group composites will be
constructed by selecting publicly-offered mutual funds that have investment
objectives that are similar to those maintained by each Portfolio in the
Fund. Wellesley Group will also be preparing performance analyses of actual
Fund performance, and benchmark index exhibits, for inclusion in client
quarterly review packages.
FT-Actuaries World Indices are jointly compiled by The Financial Times, Ltd.;
Goldman, Sachs & Co.; and Wood Mackenzie & Co., Ltd. in conjunction with the
Institute of Actuaries and the Faculty of Actuaries. Indices maintained by
this group primarily focus on compiling statistical information on
international financial markets and industry sectors, stock and bond issues
and certain fundamental information about the companies issuing the
securities. Statistical information on international currencies is also
maintained.
The Fund may also promote each Portfolio's yield and/or total return
performance and use comparative performance information computed by and
available from certain industry and general market research publications, such
as Lipper Analytical Services, Inc.
The following table is an example, for purposes of illustration only, of
cumulative total return performance for The Defensive Equity, The Aggressive
Growth, The International Equity and The Global Fixed Income Portfolios for the
three-, six- and nine-month periods ended April 30, 1995, for the one- and
three-year periods ended April 30, 1995 and for the life of The Defensive
Equity, The Aggressive Growth and The International Equity Portfolios.
Cumulative total return is provided for the three-, six- and nine-month periods
ended April 30, 1995, the one-year period ended April 30, 1995 and for the life
of The Global Fixed Income Portfolio. For these purposes, the calculations
assume the reinvestment of any capital gains distributions and income dividends
paid during the indicated periods. Comparative information on the Dow Jones
Industrial Average, the Standard & Poor's 500 Stock Index (the "S&P 500 Index"),
the Consumer Price Index, the Wilshire Mid-Cap Index, the Morgan Stanley Europe,
Australia and Far East (EAFE) Index and the Salomon World Government Bond Index,
where applicable, is also included.
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN(1)
THE
DEFENSIVE DOW S&P
EQUITY JONES 500
PORTFOLIO INDUSTRIAL INDEX
<S> <C> <C> <C>
3 months
ended
4/30/95 10.03% 13.17% 10.11%
6 months
ended
4/30/95 8.47% 12.11% 10.44%
9 months
ended
4/30/95 10.84% 17.23% 14.67%
1 year
ended
4/30/95 15.42% 20.70% 17.40%
3 years
ended
4/30/95 48.80% 40.18% 35.02%
Period
2/3/92(2)
through
4/30/95 57.44% 46.63% 36.33%
</TABLE>
-18-
<PAGE>
<TABLE>
<CAPTION>
THE
AGGRESSIVE WILSHIRE
GROWTH MID-CAP
PORTFOLIO GROWTH
<S> <C> <C>
3 months
ended
4/30/95 6.71% 11.55%
6 months
ended
4/30/95 5.01% 8.39%
9 months
ended
4/30/95 11.59% 19.58%
1 year
ended
4/30/95 5.10% 14.55%
3 years
ended
4/30/95 30.75% 49.07%
Period
2/27/92(2)
through
4/30/95 18.20% 39.72%
</TABLE>
<TABLE>
<CAPTION>
THE
INTERNATIONAL S&P
EQUITY 500
PORTFOLIO EAFE INDEX
<S> <C> <C> <C>
3 months
ended
4/30/95 6.49% 9.92% 10.11%
6 months
ended
4/30/95 (0.51%) 1.24% 10.44%
9 months
ended
4/30/95 1.74% 3.72% 14.67%
1 year
ended
4/30/95 2.55% 5.59% 17.40%
3 years
ended
4/30/95 36.56% 49.78% 35.02%
Period
2/4/92(2)
through
4/30/95 38.89% 35.52% 36.33%
</TABLE>
<TABLE>
THE SALOMON
GLOBAL FIXED WORLD
INCOME GOV'T
PORTFOLIO BOND
<S> <C> <C>
3 months
ended
4/30/95 3.48% 10.66%
6 months
ended
4/30/95 5.28% 11.74%
9 months
ended
4/30/95 8.13% 13.96%
1 year
ended
4/30/95 5.18% 15.50%
Period
11/30/92(2)
through
4/30/95 26.07% 31.76%
</TABLE>
(1) Certain expenses of the Portfolios have been waived and reimbursed by the
respective investment adviser. In the absence of such waiver and reimbursement,
performance would have been affected negatively.
(2) Date of initial sale.
In addition, information will be provided that discusses the overriding
investment philosophies of Delaware Investment Advisers, a division of Delaware
Management Company, Inc. ("Delaware"), the investment adviser to The Defensive
Equity, The Aggressive Growth, The Defensive Equity Small/Mid-Cap, The Defensive
Equity Utility, The Real Estate Investment Trust, The Fixed Income, The Limited-
Term Maturity and The High-Yield Bond Portfolios, and Delaware International
Advisers Ltd. ("Delaware International"), an affiliate of Delaware and the
investment adviser to The International Equity, The Labor Select International
Equity, The Global Fixed Income and The International Fixed Income Portfolios
and how those philosophies impact each Portfolio in the strategies the Fund
employs in seeking Portfolio objectives. Since the investment disciplines being
employed for each Portfolio in the
-19-
<PAGE>
Fund are based on the disciplines and strategies employed by Delaware and
Delaware International to manage institutional separate accounts, investment
strategies and disciplines of these entities may also be discussed.
The Defensive Equity Portfolio's strategy relies on the consistency,
reliability and predictability of corporate dividends. Dividends tend to rise
over time, despite market conditions, and keep pace with rising prices; they are
paid out in "current" dollars. Just as important, current dividend income can
help lessen the effects of adverse market conditions. This equity dividend
discipline, coupled with the potential for capital gains, seeks to provide
investors with a consistently higher total-rate-of-return over time. In
implementing this strategy, the investment adviser seeks to buy securities with
a yield higher than the average of the S&P 500 Index. If a security held by the
Portfolio moves out of the acceptable yield range, it typically is sold. This
strict buy/sell discipline is instrumental in implementing The Defensive Equity
Portfolio strategy.
THE POWER OF COMPOUNDING
When you opt to reinvest your current income for additional Portfolio
shares, your investment is given yet another opportunity to grow. It's called
the Power of Compounding.
Typically, results of various assumed fixed rates of return on a $10,000
investment compounded monthly for ten years will be used.
These figures will be calculated assuming a fixed constant investment
return and assume no fluctuation in the value of principal. These figures will
not reflect payment of applicable taxes and are not intended to be a projection
of future results.
TRADING PRACTICES AND BROKERAGE
The Fund (and, in the case of The International Equity, The Labor Select
International Equity, The Global Fixed Income and The International Fixed Income
Portfolios, their investment adviser) selects brokers or dealers to execute
transactions for the purchase or sale of portfolio securities on the basis of
its judgment of their professional capability to provide the service. The
primary consideration is to have brokers or dealers execute transactions at best
price and execution. Best price and execution refers to many factors, including
the price paid or received for a security, the commission charged, the
promptness and reliability of execution, the confidentiality and placement
accorded the order and other factors affecting the overall benefit obtained by
the account on the transaction. A number of trades are made on a net basis where
securities either are purchased directly from the dealer or are sold to the
dealer. In these instances, there is no direct commission charged but there is a
spread (the difference between the buy and sell price) which is the equivalent
of a commission. When a commission is paid, the Fund pays reasonably competitive
brokerage commission rates based upon the professional knowledge of its trading
department (and, in the case of The International Equity, The Labor Select
International Equity, The Global Fixed Income and The International Fixed Income
Portfolios, their investment adviser) as to rates paid and charged for similar
transactions throughout the securities industry. In some instances, the Fund
pays a minimal share transaction cost when the transaction presents no
difficulty.
During the period ended October 31, 1992, the aggregate dollar amounts of
brokerage commissions paid by The Defensive Equity, The Aggressive Growth and
The International Equity Portfolios amounted to $6,449, $7,368 and $529,
respectively. During the fiscal years ended October 31, 1993 and 1994, such
payments by the above Portfolios amounted to $14,686 and $59,381, respectively,
$32,320 and $19,391, respectively, and $10,651 and $94,890, respectively.
During the period ended October 31, 1993 and for the fiscal year ended October
31, 1994, such payments by The Global Fixed Income Portfolio amounted to $4,595
and $12,391, respectively.
The investment advisers may allocate out of all commission business
generated by all of the funds and accounts under management by them, brokerage
business to brokers or dealers who provide brokerage and research services.
These services include advice, either directly or through publications or
writings, as to the value of securities, the advisability of investing in,
purchasing or selling securities, and the availability of securities or
purchasers or sellers of securities; furnishing of analyses and reports
concerning issuers, securities or industries; providing
-20-
<PAGE>
information on economic factors and trends; assisting in determining portfolio
strategy; providing computer software and hardware used in security analyses;
and providing portfolio performance evaluation and technical market analyses.
Such services are used by the investment advisers in connection with their
investment decision-making process with respect to one or more funds and
accounts they manage, and may not be used, or used exclusively, with respect to
the fund or account generating the brokerage.
During the fiscal year ended October 31, 1994, portfolio transactions of
The Defensive Equity, The Aggressive Growth, The International Equity and The
Global Fixed Income Portfolios in the amounts of $21,242,187, $5,579,279,
$19,907,505 and $10,470,688, respectively, resulting in brokerage commissions of
$34,791, $14,488, $69,280 and $12,874, respectively, were directed to brokers
for brokerage and research services provided.
As provided in the Securities Exchange Act of 1934 and each Portfolio's
Investment Management Agreement, higher commissions are permitted to be paid to
broker/dealers who provide brokerage and research services than to
broker/dealers who do not provide such services if such higher commissions are
deemed reasonable in relation to the value of the brokerage and research
services provided. Although transactions are directed to broker/dealers who
provide such brokerage and research services, the Fund believes that the
commissions paid to such broker/dealers are not, in general, higher than
commissions that would be paid to broker/dealers not providing such services and
that such commissions are reasonable in relation to the value of the brokerage
and research services provided. In some instances, services may be provided to
the investment advisers which constitute in some part brokerage and research
services used by the investment advisers in connection with their investment
decision-making process and constitute in some part services used by them in
connection with administrative or other functions not related to their
investment decision-making process. In such cases, the investment advisers will
make a good faith allocation of brokerage and research services and will pay out
of their own resources for services used by them in connection with
administrative or other functions not related to their investment decision-
making process. In addition, so long as no fund is disadvantaged, portfolio
transactions which generate commissions or their equivalent are allocated to
broker/dealers who provide daily portfolio pricing services to the Fund and to
other funds in the Delaware Group. Subject to best price and execution,
commissions allocated to brokers providing such pricing services may or may not
be generated by the funds receiving the pricing service.
Combined orders for two or more accounts or funds engaged in the purchase
or sale of the same security may be placed if the judgment is made that joint
execution is in the best interest of each participant and will result in best
price and execution. Transactions involving commingled orders are allocated in a
manner deemed equitable to each account or fund. When a combined order is
executed in a series of transactions at different prices, each account
participating in the order may be allocated an average price obtained from the
executing broker. It is believed that the ability of the accounts to participate
in volume transactions will generally be beneficial to the accounts and funds.
Although it is recognized that, in some cases, the joint execution of orders
could adversely affect the price or volume of the security that a particular
account or fund may obtain, it is the opinion of the investment advisers and the
Fund's Board of Directors that the advantages of combined orders outweigh the
possible disadvantages of separate transactions.
Consistent with the Rules of Fair Practice of the National Association of
Securities Dealers, Inc., and subject to seeking best price and execution,
orders may be placed with broker/dealers that have agreed to defray certain
Portfolio expenses, such as custodian fees.
PORTFOLIO TURNOVER
Portfolio trading will be undertaken principally to accomplish each
Portfolio's objective in relation to anticipated movements in the general level
of interest rates. A Portfolio is free to dispose of portfolio securities at any
time, subject to complying with the Code and the 1940 Act, when changes in
circumstances or conditions make such a move desirable in light of the
investment objective. A Portfolio will not attempt to achieve or be limited to
a predetermined rate of portfolio turnover. Such a turnover always will be
incidental to transactions
-21-
<PAGE>
undertaken with a view to achieving a Portfolio's investment objective.
The degree of portfolio activity may affect brokerage costs of a Portfolio
and taxes payable by a Portfolio's shareholders. A turnover rate of 100% would
occur, for example, if all the investments in a Portfolio's securities at the
beginning of the year were replaced by the end of the year. In investing for
capital appreciation, a relevant Portfolio may hold securities for any period of
time. Portfolio turnover will also be increased by The Aggressive Growth
Portfolio and The Real Estate Investment Trust Portfolio if the Portfolio writes
a large number of call options which are subsequently exercised. To the extent a
Portfolio realizes gains on securities held for less than six months, such gains
are taxable to the shareholder subject to tax or to a Portfolio at ordinary
income tax rates. The turnover rate also may be affected by cash requirements
from redemptions and repurchases of Portfolio shares. Total brokerage costs
generally increase with higher portfolio turnover rates.
Under normal circumstances: (1) the annual portfolio turnover rate of The
International Equity Portfolio is not expected to exceed 50%; (2) the annual
portfolio turnover rate of The Global Fixed Income Portfolio, The International
Fixed Income Portfolio and The Limited-Term Maturity Portfolio is not expected
to exceed 200%; (3) the annual portfolio turnover rate of The Defensive Equity
Portfolio, The Aggressive Growth Portfolio, The Defensive Equity Small/Mid-Cap
Portfolio, The Defensive Equity Utility Portfolio, The Labor Select
International Equity Portfolio, The Real Estate Investment Trust Portfolio and
The High-Yield Bond Portfolio is not expected to exceed 100%; and (4) the annual
portfolio turnover rate of The Fixed Income Portfolio is not expected to exceed
250%. The portfolio turnover rate of a Portfolio is calculated by dividing the
lesser of purchases or sales of securities for the particular fiscal year by the
monthly average of the value of the securities owned by the Portfolio during the
particular fiscal year, exclusive of securities whose maturities at the time of
acquisition are one year or less.
The portfolio turnover rates for the fiscal years ended October 31, 1993
and 1994 were 37% and 73%, respectively, for The Defensive Equity Portfolio, 81%
and 43%, respectively, for The Aggressive Growth Portfolio and 28% and 22%,
respectively, for The International Equity Portfolio. For the period November
30, 1992 (date of initial sale) to October 30, 1993, The Global Fixed Income
Portfolio's annualized portfolio turnover rate was 198% and for the fiscal year
ended October 31, 1994, the portfolio turnover rate was 205%. The portfolio
turnover rates experienced by The Global Fixed Income Portfolio for the periods
ended October 31, 1993 and 1994 were the result of unusual volatility in the
European markets following the breakdown of the prevailing European exchange
rate mechanism, the implementation of an investment strategy designed to avoid
certain foreign withholding taxes and management's shift in country exposure
following modification of the composition of a benchmark index.
PURCHASING SHARES
The following supplements the disclosure provided in the Fund's Prospectus.
Shares of each Portfolio are sold on a continuous basis directly to
institutional investors at the net asset value next determined after the receipt
of a purchase order and a Federal Funds wire as described more fully in the
Prospectus. See "DETERMINING NET ASSET VALUE." The minimum for initial
investments is $1,000,000 for each Portfolio. There are no minimums for
subsequent investments. See the Prospectus for special purchase procedures and
requirements that may be applicable to prospective investors in The
International Equity Portfolio and The Labor Select International Equity
Portfolio. At such time as the Fund receives appropriate regulatory approvals
to do so in the future, under certain circumstances, the Fund may, at its sole
discretion, allow institutional investors who have an existing investment
counseling relationship with Delaware Investment Advisers or Delaware
International to make investments in the Portfolios by a contribution of
securities in-kind to such Portfolios.
Delaware Distributors, L.P. serves as the national distributor for each
Portfolio's shares. See the Prospectus for information on how to invest. The
Fund reserves the right to suspend sales of Portfolio shares, and reject any
order for the purchase of Portfolio shares if in the opinion of
-22-
<PAGE>
management such rejection is in the Portfolio's best interest.
Certificates representing shares purchased are not ordinarily issued.
However, such purchases are confirmed to the investor and credited to the
shareholder's account on the books maintained on behalf of the Fund. The
investor will have the same rights of ownership with respect to such shares as
if certificates had been issued. An investor may receive a certificate
representing shares purchased by sending a letter to the Fund requesting the
certificate. No charge is made for any certificate issued. Investors who hold
certificates representing any of their shares may only redeem these shares by
written requests.
DETERMINING NET ASSET VALUE
Orders for purchases of shares of a Portfolio are effected at the net asset
value of that Portfolio next calculated after receipt of the order by the Fund
and Federal Funds wire by the Custodian Bank.
Net asset value is computed at the close of regular trading on the New York
Stock Exchange, generally 4 p.m., Eastern time, on days when the New York Stock
Exchange is open and an order to purchase or sell shares of a Portfolio has been
received or is on hand, having been received since the last previous computation
of net asset value. The New York Stock Exchange is scheduled to be open Monday
through Friday throughout the year except for New Year's Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas. When the New York Stock Exchange is closed, the Fund will generally
be closed, pricing calculations will not be made and purchase and redemption
orders will not be processed.
The net asset value per share of each Portfolio is determined by dividing
the total market value of the Portfolio's investments and other assets, less any
liabilities, by the total outstanding shares of the Portfolio. Securities listed
on a U.S. securities exchange for which market quotations are available are
valued at the last quoted sale price on the day the valuation is made. Price
information on listed securities is taken from the exchange where the security
is primarily traded. Securities listed on a foreign exchange are valued at the
last quoted sale price available before the time when net assets are valued.
Unlisted securities and listed securities not traded on the valuation date for
which market quotations are readily available are valued at a price that is
considered to best represent fair value within a range not in excess of the
current ask prices nor less than the current bid prices. Domestic over-the-
counter equities, domestic equity securities that are not traded and U.S.
Government securities (and those of its agencies and instrumentalities) are
priced at the mean of the bid and ask price.
Bonds and other fixed income securities are valued according to the
broadest and most representative market, which will ordinarily be the over-the-
counter market. Net asset value includes interest on fixed income securities,
which is accrued daily. In addition, bonds and other fixed income securities may
be valued on the basis of prices provided by a pricing service when such prices
are believed to reflect the fair market value of such securities. The prices
provided by a pricing service are determined without regard to bid or last sale
prices but take into account institutional size trading in similar groups of
securities and any developments related to the specific securities. Securities
not priced in this manner are valued at the most recent quoted mean price or,
when stock exchange valuations are used, at the latest quoted sale price on the
day of valuation. If there is no such reported sale, the latest quoted mean
price will be used. Securities with remaining maturities of 60 days or less are
valued at amortized cost, if it approximates market value. In the event that
amortized cost does not approximate market value, market prices as determined
above will be used.
Exchange-traded options are valued at the last reported sales price or, if
no sales are reported, at the mean between the last reported bid and ask prices.
Non-exchange traded options are valued at fair value using a mathematical model.
Futures contracts are valued at their daily quoted settlement price. The value
of other assets and securities for which no quotations are readily available
(including restricted securities) are determined in good faith at fair value
using methods determined by the Fund's Board of Directors.
The securities in which The International Equity Portfolio, The Labor
Select International Equity Portfolio, The Global Fixed Income Portfolio and The
International Fixed Income Portfolio (as
-23-
<PAGE>
well as The Defensive Equity Utility Portfolio, The Real Estate Investment Trust
Portfolio and The High-Yield Bond Portfolio, to the limited extent described in
the Prospectus) may invest from time to time may be listed primarily on foreign
exchanges which trade on days when the New York Stock Exchange is closed (such
as Saturday). As a result, the net asset value of those Portfolios may be
significantly affected by such trading on days when shareholders have no access
to the Portfolios.
For purposes of calculating net asset value per share, all assets and
liabilities initially expressed in foreign currencies will be converted into
U.S. dollars at the mean between the bid and ask prices of such currencies
against the U.S. dollar as provided by an independent pricing service or any
major bank, including the Custodian Bank. Forward foreign currency contracts
are valued at the mean price of the contract. Interpolated values will be
derived when the settlement date of the contract is on an interim period for
which quotations are not available.
REDEMPTION AND REPURCHASE
The following supplements the disclosure provided in the Fund's Prospectus.
Each Portfolio may suspend redemption privileges or postpone the date of
payment (i) during any period that the New York Stock Exchange is closed, or
trading on the New York Stock Exchange is restricted as determined by the
Commission, (ii) during any period when an emergency exists as defined by the
rules of the Commission as a result of which it is not reasonably practicable
for a Portfolio to dispose of securities owned by it, or fairly to determine the
value of its assets, and (iii) for such other periods as the Commission may
permit.
No charge is made by any Portfolio for redemptions. Payment for shares
redeemed or repurchased may be made either in cash or in-kind, or partly in cash
and partly in-kind. Any portfolio securities paid or distributed in-kind would
be valued as described in "DETERMINING NET ASSET VALUE." Subsequent sales by an
investor receiving a distribution in-kind could result in the payment of
brokerage commissions. Payment for shares redeemed ordinarily will be made
within three business days, but in no case later than seven days, after receipt
of a redemption request in good order. See "REDEMPTION OF SHARES" in the
Prospectus for special redemption procedures and requirements that may be
applicable to shareholders in The International Equity Portfolio, The Labor
Select International Equity Portfolio, The Global Fixed Income Portfolio and The
International Fixed Income Portfolio. Institutional investors who have an
existing investment counseling relationship with Delaware Investment Advisers or
Delaware International will not be subject to the Fund's in-kind redemption
requirements until such time as the Fund receives appropriate regulatory
approvals to permit such redemptions for the account of such institutional
investors.
The Fund has elected to be governed by Rule 18f-1 under the 1940 Act
pursuant to which the Fund is obligated to redeem shares solely in cash up to
the lesser of $250,000 or 1% of the net asset value of each Portfolio during any
90-day period for any one shareholder.
The value of a Portfolio's investments is subject to changing market
prices. Redemption proceeds may be more or less than the shareholder's cost
depending upon the market value of the Portfolio's securities. Thus, a
shareholder redeeming shares of a Portfolio may, if such shareholder is subject
to federal income tax, sustain either a gain or loss, depending upon the price
paid and the price received for such shares.
SMALLER ACCOUNTS
Due to the relatively higher cost of maintaining small accounts, the Fund
reserves the right to redeem Portfolio shares in any of its accounts at the
then-current net asset value if as a result of redemption or transfer a
shareholder's investment in a Portfolio has a value of less than $500,000.
However, before the Fund redeems such shares and sends the proceeds to the
shareholder, the shareholder will be notified in writing that the value of the
shares in the account is less than $500,000 and will be allowed 90 days from
that date of notice to make an additional investment to meet the required
minimum. Any redemption in an inactive account established with a minimum
investment may trigger mandatory redemption.
EXPEDITED TELEPHONE REDEMPTIONS
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The Fund has available certain redemption privileges, as described below.
They are unavailable to shareholders of The International Equity Portfolio, The
Labor Select International Equity Portfolio, The Global Fixed Income Portfolio
and The International Fixed Income Portfolio whose redemptions trigger the
special in-kind redemption procedures. See the Prospectus. The Fund reserves the
right to suspend or terminate these expedited payment procedures at any time in
the future.
Shareholders wishing to redeem shares for which certificates have not been
issued may call the Fund at (1-800-231-8002) prior to 4 p.m., Eastern time, and
have the proceeds mailed to them at the record address. Checks payable to the
shareholder(s) of record will normally be mailed three business days, but no
more than seven days, after receipt of the redemption request.
In addition, redemption proceeds can be transferred to your predesignated
bank account by wire or by check by calling the Fund, as described above. The
Telephone Redemption Option on the Account Registration Form must have been
elected by the shareholder and filed with the Fund before the request is
received. Payment will be made by wire or check to the bank account designated
on the authorization form as follows:
1. PAYMENT BY WIRE: Request that Federal Funds be wired to the bank
account designated on the Account Registration Form. Redemption proceeds will
normally be wired on the next business day following receipt of the redemption
request. There is no charge for this service. If the proceeds are wired to the
shareholder's account at a bank which is not a member of the Federal Reserve
System, there could be a delay in the crediting of the funds to the
shareholder's bank account.
2. PAYMENT BY CHECK: Request a check be mailed to the bank account
designated on the Account Registration Form. Redemption proceeds will normally
be mailed three business days, but no later than seven days, from the date of
the telephone request. This procedure will take longer than the Payment by Wire
option (1 above) because of the extra time necessary for the mailing and
clearing of the check after the bank receives it. If expedited payment under
these procedures could adversely affect a Portfolio, the Fund may take up to
seven days to pay the shareholder.
To reduce the risk of attempted fraudulent use of the telephone redemption
procedure, payment will be made only to the bank account designated on the
Account Registration Form. If a shareholder wishes to change the bank account
designated for such redemption, a written request in accordance with the
instructions set forth in the Prospectus will be required.
EXCHANGE PRIVILEGE
Shares of each Portfolio of the Fund may be exchanged for shares of any
other Portfolio. Exchange requests should be sent to Delaware Pooled Trust,
Inc., One Commerce Square, 2005 Market Street, Philadelphia, PA 19103 Attn:
Client Services.
Any such exchange will be based on the respective net asset values of the
shares involved and will be subject to the minimum investment requirements noted
above. There is no sales commission or charge of any kind and the shares of the
Portfolio into which the exchange is made, if necessary, must be registered in
the state in which the investor is domiciled. Before making an exchange, a
shareholder should consider the investment objectives of the Portfolio to be
purchased.
Exchange requests may be made either by mail, FAX message or by telephone.
Telephone exchanges will be accepted only if the certificates for the shares to
be exchanged are held by the Fund for the account of the shareholder and the
registration of the two accounts will be identical. Requests for exchanges
received prior to 4 p.m., Eastern time, for the Portfolios will be processed as
of the close of business on the same day. Requests received after this time
will be processed on the next business day. Exchanges may also be subject to
limitations as to amounts or frequency, and to other restrictions established by
the Board of Directors to assure that such exchanges do not disadvantage a
Portfolio and its shareholders. Exchanges into and out of The International
Equity Portfolio, The Labor Select International Equity Portfolio, The Global
Fixed Income Portfolio and The International Fixed Income Portfolio shall be
subject to the special purchase and redemption procedures identified in sections
of the Prospectus entitled "PURCHASE OF SHARES" and "REDEMPTION OF SHARES."
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For federal income tax purposes, an exchange between Portfolios is a
taxable event for shareholders subject to federal income tax, and, accordingly,
a gain or loss may be realized. The Fund reserves the right to suspend or
terminate or amend the terms of the exchange privilege upon 60 days' written
notice to client shareholders.
* * *
Neither the Fund, the Portfolios nor the Fund's transfer agent, Delaware
Service Company, Inc., is responsible for any losses incurred in acting upon
written or telephone instructions for redemption or exchange of Portfolio shares
which are reasonably believed to be genuine. With respect to such telephone
transactions, the Fund will ensure that reasonable procedures are used to
confirm that instructions communicated by telephone are genuine (including
verification of a form of personal identification) as, if it does not, the Fund
or Delaware Service Company, Inc. may be liable for any losses due to
unauthorized or fraudulent transactions. A written confirmation will be
provided for all purchase, exchange and redemption transactions initiated by
telephone.
DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS
For the fiscal year ended October 31, 1994, a dividend of $0.280, $0.020,
$0.949 and $0.160 per share of The Defensive Equity, The Aggressive Growth, The
Global Fixed Income and The International Equity Portfolios, respectively, was
paid from net investment income. In addition, a distribution of $0.343, $0.210,
$0.577 and $0.100 per share of The Defensive Equity, The Aggressive Growth, The
Global Fixed Income and The International Equity Portfolios, respectively, was
paid from realized securities profits.
TAXES
The following supplements the tax disclosure provided in the Fund's
Prospectus.
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FUTURES CONTRACTS AND STOCK OPTIONS
(THE AGGRESSIVE GROWTH PORTFOLIO AND THE REAL
ESTATE INVESTMENT TRUST PORTFOLIO)
The Aggressive Growth Portfolio's and The Real Estate Investment Trust
Portfolio's transactions in options and futures contracts will be subject to
special tax rules that may affect the amount, timing and character of
distributions to shareholders. For example, certain positions held by a
Portfolio on the last business day of each taxable year will be marked to market
(i.e., treated as if closed out) on such day, and any gain or loss associated
with such positions will be treated as 60% long-term and 40% short-term capital
gain or loss. Certain positions held by a Portfolio that substantially diminish
its risk of loss with respect to other positions in a Portfolio will constitute
"straddles," which are subject to special tax rules that may cause deferral of
the Portfolio's losses, adjustments in the holding periods of Portfolio
securities and conversion of short-term into long-term capital losses. Certain
tax elections exist for straddles which could alter the effects of these rules.
The Portfolios will limit their activities in options and futures contracts to
the extent necessary to meet the requirements of Subchapter M of the Code.
FORWARD CURRENCY CONTRACTS (THE INTERNATIONAL EQUITY PORTFOLIO, THE DEFENSIVE
EQUITY UTILITY PORTFOLIO, THE LABOR SELECT INTERNATIONAL EQUITY PORTFOLIO, THE
REAL ESTATE INVESTMENT TRUST PORTFOLIO, THE GLOBAL FIXED INCOME PORTFOLIO AND
THE INTERNATIONAL FIXED INCOME PORTFOLIO)
The International Equity Portfolio, The Defensive Equity Utility Portfolio,
The Labor Select International Equity Portfolio, The Real Estate Investment
Trust Portfolio, The Global Fixed Income Portfolio and The International Fixed
Income Portfolio will be required for federal income tax purposes to recognize
any gains and losses on forward currency contracts as of the end of each taxable
year as well as those actually realized during the year. In most cases, any
such gain or loss recognized with respect to a forward currency contract is
considered to be ordinary income or loss. Furthermore, forward currency futures
contracts which are intended to hedge against a change in the value of
securities held by these Portfolios may affect the holding period of such
securities and, consequently, the nature of the gain or loss on such securities
upon disposition.
Special tax considerations also apply with respect to foreign investments
of these Portfolios. For example, certain foreign exchange gains and losses
(including exchange gains and losses on forward currency contracts) realized by
the Portfolio will be treated as ordinary income or losses.
STATE AND LOCAL TAXES
Shares of the Fund are exempt from Pennsylvania county personal property
tax.
INVESTMENT MANAGEMENT AGREEMENT
Delaware Investment Advisers, a division of Delaware Management Company,
Inc. ("Delaware"), One Commerce Square, Philadelphia, PA 19103, furnishes
investment management services to The Defensive Equity, The Aggressive Growth,
The Fixed Income, The Limited-Term Maturity, The Defensive Equity Small/Mid-Cap,
The Defensive Equity Utility, The Real Estate Investment Trust and The High-
Yield Bond Portfolios, subject to the supervision and direction of the Fund's
Board of Directors. Delaware International Advisers Ltd. ("Delaware
International"), Veritas House, 125 Finsbury Pavement, London, England EC2A 1NQ,
furnishes similar services to The International Equity, The Labor Select
International Equity, The Global Fixed Income and The International Fixed Income
Portfolios, subject to the supervision and direction of the Fund's Board of
Directors. Lincoln Investment Management, Inc. ("Lincoln") serves as sub-adviser
to Delaware with respect to The Real Estate Investment Trust Portfolio.
Lincoln's address is 200 E. Berry Street, Fort Wayne, Indiana 46802.
Delaware and its predecessors have been managing the funds in the Delaware
Group since 1938. The aggregate assets of these funds on October 31, 1994 were
approximately $9,525,500,000. Investment advisory services are also provided to
institutional accounts with assets on October 31, 1994 of approximately
$16,074,376,000.
Lincoln (formerly Lincoln National Investment Management Company) was
incorporated in 1930. As of June 30, 1995, Lincoln had over $34 billion in
assets under management.
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The Investment Management Agreements for The Defensive Equity, The
Aggressive Growth, The Fixed Income, The Limited-Term Maturity, The
International Equity, The Global Fixed Income and The International Fixed Income
Portfolios are each dated April 3, 1995 and were approved by shareholders on
March 29, 1995. The Investment Management Agreements for The Defensive Equity
Small/Mid-Cap, The Defensive Equity Utility, The Labor Select International
Equity, The Real Estate Investment Trust and The High-Yield Bond Portfolios are
each dated November 29, 1995 and were approved by the initial shareholders on
November 30, 1995. The Sub-Advisory Agreement for The Real Estate Investment
Trust Portfolio is dated November 29, 1995 and was approved by the initial
shareholder on November 30, 1995.
Each such Agreement has an initial term of two years and may be renewed
after its initial term only so long as such renewal and continuance are
specifically approved at least annually by the Board of Directors or by vote of
a majority of the outstanding voting securities of the Portfolio, and only if
the terms of the renewal thereof have been approved by the vote of a majority of
the directors of the Fund who are not parties thereto or interested persons of
any such party, cast in person at a meeting called for the purpose of voting on
such approval. Each Agreement is terminable without penalty on 60 days' notice
by the directors of the Fund or by the investment adviser. Each Agreement will
terminate automatically in the event of its assignment.
As compensation for the services to be rendered under their advisory
agreements, Delaware or, as relevant, Delaware International is entitled to an
advisory fee calculated by applying a quarterly rate, based on the following
annual percentage rates, to the Portfolio's average daily net assets for the
quarter:
PORTFOLIO RATE
---------
The Defensive Equity Portfolio .55%
The Aggressive Growth Portfolio .80%
The International Equity Portfolio .75%
The Defensive Equity Small/Mid-Cap Portfolio .65%
The Defensive Equity Utility Portfolio .35%
The Labor Select International Equity Portfolio .75%
The Real Estate Investment Trust Portfolio .75%
The Fixed Income Portfolio .40%
The Limited-Term Maturity Portfolio .30%
The Global Fixed Income Portfolio .50%
The International Fixed Income Portfolio .50%
The High-Yield Bond Portfolio .45%
Delaware has entered into a sub-advisory agreement with Lincoln with
respect to The Real Estate Investment Trust Portfolio. As compensation for its
services as sub-adviser to Delaware, Lincoln is entitled to receive a sub-
advisory fee equal to 30% of the investment management fee under Delaware's
Investment Management Agreement with the Fund on behalf of the Portfolio.
Out of the investment advisory fees to which they are otherwise entitled,
Delaware and Delaware International pay their proportionate share of the fees
paid to unaffiliated directors by the Fund, except that Delaware International
will make no such payments out of the fees it receives from managing The
International Fixed Income and The Labor Select International Equity Portfolios
and Delaware will make no such payments out of the fees it receives from
managing The Defensive Equity Small/Mid-Cap, The Defensive Equity Utility, The
Real Estate Investment Trust and The High-Yield Bond Portfolios.
With respect to The Defensive Equity, The Aggressive Growth, The Fixed
Income and The Limited-Term Maturity Portfolios, Delaware had elected
voluntarily to waive that portion, if any, of the annual investment advisory
fees payable by a particular Portfolio and to reimburse a Portfolio for its
expenses to the extent necessary to ensure that the expenses of that Portfolio
(exclusive of taxes, interest, brokerage commissions and extraordinary expenses)
did not exceed, on an annualized basis, respectively, .68%, .93%, .53% and .43%,
as a percentage of average net assets during the period from the commencement of
the public offering for the Portfolio through October 31, 1992. These waivers
and reimbursement commitments have been extended through April 30, 1996.
Similarly, Delaware International, the investment adviser to The International
Equity Portfolio and The International Fixed Income Portfolio, voluntarily
elected to waive that portion, if any, of its annual investment advisory fees
and to reimburse
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a particular Portfolio for its expenses to the extent necessary to ensure that
the expenses of that Portfolio (exclusive of taxes, interest, brokerage
commissions and extraordinary expenses) did not exceed, on an annualized basis,
respectively, .96% and .62%, as a percentage of average net assets. For The
International Equity Portfolio, the waiver and reimbursement commitment applied
to the period from the commencement of the public offering for the Portfolio
through October 31, 1992. Such waiver and reimbursement commitment has been
extended through April 30, 1996. For The International Fixed Income Portfolio
the waiver and reimbursement commitment applied to the period from the
commencement of the public offering for the Portfolio through April 30, 1994.
Such waiver and reimbursement commitment for The International Fixed Income
Portfolio has been modified to provide that such expenses of the Portfolio do
not exceed, on an annual basis, .60% through April 30, 1996. Delaware
International, also the investment adviser to The Global Fixed Income Portfolio,
voluntarily elected to waive that portion, if any, of its annual investment
advisory fees and to reimburse the Portfolio for its expenses to the extent
necessary to ensure that the expenses of that Portfolio (exclusive of taxes,
interest, brokerage commissions and extraordinary expenses) did not exceed, on
an annualized basis, .62% from the commencement of the public offering of the
Portfolio through October 31, 1993. Such waiver and reimbursement commitment had
been extended through October 31, 1994, but modified, effective November 1, 1994
through April 30, 1996, to provide that such expenses of the Portfolio do not
exceed, on an annualized basis, .60%. Amounts will be prorated over each
Portfolio's initial fiscal period from commencement of operations, if less than
a complete fiscal year.
With respect to The Defensive Equity Small/Mid-Cap Portfolio, The Defensive
Equity Utility Portfolio, The Real Estate Investment Trust Portfolio and The
High-Yield Bond Portfolio, Delaware Investment Advisers has elected voluntarily
to waive that portion, if any, of the annual Investment Advisory Fee payable by
such Portfolios and to reimburse each Portfolio for its expenses to the extent
necessary to ensure that the expenses of each Portfolio (exclusive of taxes,
interest, brokerage commissions and extraordinary expenses) do not exceed, as a
percentage of average net assets, on an annualized basis, .79%, .49%, .89% and
.59%, respectively, during the period from the commencement of the public
offering of such Portfolios through October 31, 1996. Similarly, Delaware
International, the investment adviser to The Labor Select International Equity
Portfolio, has elected voluntarily to waive that portion, if any, of the annual
Investment Advisory Fee payable by The Labor Select International Equity
Portfolio and to reimburse the Portfolio for its expenses to the extent
necessary to ensure that the expenses of that Portfolio (exclusive of taxes,
interest, brokerage commissions and extraordinary expenses) do not exceed,on an
annualized basis, .96% of such Portfolio's average net assets during the period
from the commencement of the public offering of the Portfolio through October
31, 1996. Other Operating Expenses for each of the Portfolios are estimated. For
the period February 3, 1992 (date of initial sale) to October 31, 1992, the
investment management fee earned by The Defensive Equity Portfolio amounted to
$12,880. For the period February 27, 1992 (date of initial sale) to October 31,
1992, the investment management fee earned by The Aggressive Growth Portfolio
amounted to $22,909. For the period February 4, 1992 (date of initial sale) to
October 31, 1992, the investment management fee earned by The International
Equity Portfolio amounted to $17,068. After consideration of the waiver of fees
by the respective investment adviser, no amounts were paid by the Portfolios.
For the fiscal years ended October 31, 1993 and 1994, the investment
management fees earned by The Defensive Equity, The Aggressive Growth and The
International Equity Portfolios amounted to $43,337 and $121,537, respectively,
$110,380 and $171,517, respectively, and $95,454 and $390,070, respectively.
For the period November 30, 1992 (date of initial sale) to October 31, 1993 and
for the fiscal year ended October 31, 1994, the investment management fees
earned by The Global Fixed Income Portfolio amounted to $107,750 and
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<PAGE>
$175,663, respectively. After consideration of the waiver of fees by the
respective investment adviser $43,519 and $118,977 was paid by The Aggressive
Growth Portfolio for 1993 and 1994, respectively, $39,792 and $374,822 was paid
by The International Equity Portfolio for 1993 and 1994, respectively, $51,238
and $124,905 was paid by The Global Fixed Income Portfolio for 1993 and 1994,
respectively, and no amount was paid by The Defensive Equity Portfolio for 1993
and $88,345 was paid by this Portfolio for 1994.
On October 31, 1995, the total net assets of the Fund were $336,708,762,
broken down as follows: The Defensive Equity Portfolio--$51,947,097; The
Aggressive Growth Portfolio--$29,091,884; The International Equity Portfolio--
$156,467,112; The Fixed Income Portfolio--$21,000; The Limited-Term Maturity
Portfolio--$21,000; and The Global Fixed Income Portfolio--$99,160,669.
Delaware is an indirect, wholly-owned subsidiary of Delaware Management
Holdings, Inc. ("DMH").
Except for the expenses borne by the investment advisers under their
respective Investment Management Agreements and the distributor under the
Distribution Agreements, each Portfolio is responsible for all of its own
expenses. Among others, these include each Portfolio's proportionate share of
rent and certain other administrative expenses; the investment management fees;
transfer and dividend disbursing agent fees and costs; custodian expenses;
federal and state securities registration fees; proxy costs; and the costs of
preparing prospectuses and reports sent to shareholders. The ratio of expenses
to average daily net assets for The Defensive Equity, The Aggressive Growth, The
International Equity and The Global Fixed Income Portfolios for the fiscal year
ended October 31, 1994 was 0.68%, 0.93%, 0.94% and 0.62%, respectively. These
ratios reflect the waiver of fees by the respective investment adviser, as
described above.
By California regulation, the respective investment advisers are required
to waive certain fees and reimburse the Portfolios they manage for certain
expenses to the extent that the Portfolios' operating expenses, exclusive of
taxes, interest, brokerage commissions and extraordinary expenses, exceed 2 1/2%
of its first $30 million of average daily net assets, 2% of the next $70 million
of average daily net assets and 1 1/2% of any additional average daily net
assets. For the period ended October 31, 1994, no such reimbursement was
necessary or paid.
DISTRIBUTION AND SERVICE
Delaware Distributors, L.P. (which formerly conducted business as Delaware
Distributors, Inc.), located at 1818 Market Street, Philadelphia, PA 19103,
serves as the national distributor for The Defensive Equity, The Aggressive
Growth, The Fixed Income, The Limited-Term Maturity, The International Equity,
The Global Fixed Income and The International Fixed Income Portfolios under
separate Distribution Agreements dated April 3, 1995. It is the national
distributor for The Defensive Equity Small/Mid-Cap, The Defensive Equity
Utility, The Labor Select International Equity, The Real Estate Investment Trust
and The High-Yield Bond Portfolios under separate Distribution Agreements dated
November 29, 1995. Delaware Distributors, L.P. is an affiliate of the
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investment advisers and bears all of the costs of promotion and distribution.
Prior to January 3, 1995, Delaware Distributors, Inc. ("DDI") served as the
national distributor of the Fund's shares. On that date, Delaware Distributors,
L.P., a newly formed limited partnership, succeeded to the business of DDI. All
officers and employees of DDI became officers and employees of Delaware
Distributors, L.P. DDI is the corporate general partner of Delaware
Distributors, L.P. and both DDI and Delaware Distributors, L.P. are indirect,
wholly-owned subsidiaries of Delaware Management DMH.
Delaware Service Company, Inc., an affiliate of Delaware, is the Fund's
shareholder servicing, dividend disbursing and transfer agent for each Portfolio
pursuant to an Amended and Restated Shareholders Services Agreement dated
November 29, 1995. Delaware Service Company, Inc.'s principal business address
is 1818 Market Street, Philadelphia, PA 19103. It is also an indirect, wholly-
owned subsidiary of DMH.
OFFICERS AND DIRECTORS
The business and affairs of the Fund are managed under the direction of its
Board of Directors. As of October 31, 1995, no one account held 25% or more of
the outstanding shares of any of the Fund's Portfolios.
As of October 31, 1995, the Fund believes the following accounts held 5% or
more of the outstanding shares of The Defensive Equity Portfolio: Northern
Trust, Trust PHH Group, P.O. Box 92956, Chicago, IL 60690 held 458,592 shares
(12.93%); The Northern Trust Bank, Trust Children's Memorial Hospital, Self
Insurance Foundation Fund A, 22-89799 / 2-55243, P.O. Box 92956, Chicago, IL
60690 held 360,780 shares (10.17%); Nom & Company, FAO Consolidated Products
PSP, Employee Profit Sharing Plan, 111 Monument Circle, Suite 1601,
Indianapolis, IN 46204 held 315,062 shares (8.88%); The Northern Trust Company,
Trust Children's Memorial Pension Trust, 22-45691 / 2-255243, P.O., Box 92956,
Chicago, IL 60690 held 295,250 shares (8.30%); Commerce Bank of Kansas City,
Trust Burns & McDonnell Employee Stock Ownership Plan, P.O. Box 412817, Kansas
City, MO 64141 held 284,499 shares (7.94%); P&M Employees Pension Plan, Lone
Star Steel Company, P.O. Box 803546, 5501 LBJ Freeway, Suite 1200, Dallas, TX
75380 held 198,922 shares (5.61%); United Missouri Bank, Trust Burns & McDonnell
Profit Sharing, 340378017, P.O. Box 419260, Kansas City, MO 64141 held 188,743
shares (5.32%); and Cherrytrust & Company, FBO Colorado Open Shop Employers
Pension Trust, c/o The Bank of Cherry Creek, NA, 3033 E. First Ave., Denver, CO
80206 held 184,741 shares (5.21%).
As of October 31, 1995, the Fund believes the following accounts held 5% or
more of the outstanding shares of The Aggressive Growth Portfolio: Blue Cross &
Blue
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Shield of Connecticut, Inc., Employee Retirement Plan, 370 Bassett Rd., North
Haven, CT 06473 held 553,585 shares (24.47%); Blue Cross & Blue Shield of
Connecticut, Inc., 370 Bassett Rd., North Haven, CT 06473 held 551,249 shares
(24.37%); The Hillman Foundation, Inc., 2000 Grant Building, Pittsburgh, PA
15219 held 525,951 shares (23.25%); St. Elizabeth Hospital Medical Center, 1044
Belmont Ave., Youngstown, OH 44504 held 314,522 shares (13.90%); and Operating
Engineers Local 101 Pension Fund, 301 E. Armour Blvd., Suite 203, Kansas City,
Mo. 64111 held 314,077 shares (13.88%).
As of October 31, 1995, the Fund believes the following accounts held 5% or
more of the outstanding shares of The International Equity Portfolio: The
Salvation Army, Eastern Territory, 440 West Nyack Road, West Nyack, NY 10994
held 1,717,876 shares (14.40%); Father Flanagan's Foundation Fund, 14100
Crawford Street, Boys Town, NE 68010 held 1,529,970 shares (12.83%); The
Salvation Army, A Georgia Corporation, Board Designated, 1424 Northeast
Expressway, Atlanta, GA 30329 held 1,180,668 shares (9.90%); Amherst H. Wilder
Foundation, 919 LaFond Ave., St. Paul, MN 55104 held 963,084 shares (8.07%); The
Salvation Army, A Georgia Corporation, Board Designated Total Return, 1424
Northeast Expressway, Atlanta, GA 30329 held 943,361 shares (7.91%); Hamline
University, 1536 Hewitt Ave., St. Paul, MN 55104 held 657,161 shares (5.51%);
and Sheltering Arms Foundation, 909 E. Main Street, P.O. Box 1575, Richmond, VA
23213 held 596,577 shares (5.00%).
As of October 31, 1995, the Fund believes the following accounts held 5% or
more of the outstanding shares of The Global Fixed Income Portfolio: Washington
Suburban Sanitary Commission Employees Retirement Plan, 14501 Sweitzer Lane,
Laurel, MD 20707 held 2,481,781 shares (27.62%); St. Louis University, 3500
Lindell Blvd., St. Louis, MO 63103 held 1,529,323 shares (17.02%); Amherst H.
Wilder Foundation, 919 LaFond Ave., St. Paul, MN 55104 held 1,569,091 shares
(17.46%); City of Brockton, Contributory Retirement System, 50 School Street,
Brockton, MA 02401 held 827,611 shares (9.21%); Boatman's Trust Company, Cust.
Williams and Connolly, P.O. Box 14737, St. Louis, MO 63178 623,452 shares
(6.94%); Blue Cross & Blue Shield of Maryland Retirement Plan, Inc., 10455 Mill
Run Circle, Owings Mills, MD 21117 held 515,167 shares (5.73%); and Sheehan,
Phinney Bass and Green Profit Sharing Plan and Trust, 1000 Elm Street,
Manchester, NH 03105 held 467,582 shares (5.20%)
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DMH Corp., Delaware Management Company, Inc., Delaware Distributors, L.P.,
Delaware Distributors, Inc., Delaware Service Company, Inc., Delaware Management
Trust Company, Delaware International Holdings Ltd., Founders Holdings, Inc.,
Delaware International Advisers Ltd. and Delaware Investment Counselors, Inc.
are direct or indirect, wholly-owned subsidiaries of DMH. On April 3, 1995, a
merger between DMH and a wholly-owned subsidiary of Lincoln National Corporation
("Lincoln National") was completed. In connection with the merger, new
Investment Management Agreements between the Fund on behalf of The Defensive
Equity Portfolio, The Aggressive Growth Portfolio, The Fixed Income Portfolio
and The Limited-Term Maturity Portfolio and Delaware, and new Investment
Management Agreements between the Fund on behalf of The International Equity
Portfolio, The Global Fixed Income Portfolio and The International Fixed Income
Portfolio and Delaware International were executed following shareholder
approval. As a result of the merger, DMH became a wholly-owned subsidiary and
Delaware and Delaware International became indirect, wholly-owned subsidiaries
of Lincoln National and each is now subject to the ultimate control of Lincoln
National. Lincoln National, with headquarters in Fort Wayne, Indiana, is a
diversified organization with operations in many aspects of the financial
services industry, including insurance and investment management.
Certain officers and directors of the Fund hold identical positions in each
of the other funds in the Delaware Group. Directors and principal officers of
the Fund are noted below along with their ages and their business experience for
the past five years. Unless otherwise noted, the address of each officer and
director is One Commerce Square, Philadelphia, PA 19103.
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*WAYNE A. STORK (58)
Chairman and Director of the Fund, Chairman, President, Chief Executive
Officer and Director of each of the other 16 Funds in the Delaware
Group.
Chairman, Chief Executive Officer, Chief Investment Officer and Director of
Delaware Management Company, Inc.
Chairman, Chief Executive Officer and Director of Delaware Management
Holdings, Inc., DMH Corp.,
Delaware International Advisers Ltd., Delaware International Holdings Ltd.
and Founders Holdings, Inc.
Director of Delaware Distributors, Inc. and Delaware Service Company, Inc.
During the past five years, Mr. Stork has served in various executive
capacities at different times within the Delaware organization.
_______________________
*Director affiliated with the investment manager of the Fund and considered an
"interested person" as defined in the Investment Company Act of 1940.
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WINTHROP S. JESSUP (50)
Executive Vice President of the Fund, 15 other funds in the Delaware Group
(which excludes Delaware Pooled Trust, Inc.) and Delaware Management
Holdings, Inc.
President and Chief Executive Officer of Delaware Pooled Trust, Inc.
President and Director of Delaware Investment Counselors, Inc.
Executive Vice President and Director of DMH Corp., Delaware Management
Company, Inc.,
Delaware International Holdings Ltd. and Founders Holdings, Inc.
Vice Chairman and Director of Delaware Distributors, Inc.
Vice Chairman of Delaware Distributors, L.P.
Director of Delaware Management Trust Company, Delaware Service Company,
Inc. and Delaware International Advisers Ltd.
During the past five years, Mr. Jessup has served in various executive
capacities at different times within the Delaware organization.
RICHARD G. UNRUH, JR. (56)
Executive Vice President of the Fund and each of the other 16 funds in the
Delaware Group.
Executive Vice President and Director of Delaware Management Company, Inc.
Senior Vice President of Delaware Management Holdings, Inc.
Director of Delaware International Advisers Ltd.
During the past five years, Mr. Unruh has served in various executive
capacities at different times within the Delaware organization.
WALTER P. BABICH (68)
Director and/or Trustee of the Fund and each of the other 16 funds in the
Delaware Group.
460 North Gulph Road, King of Prussia, PA 19406.
Board Chairman, Citadel Constructors, Inc.
From 1986 to 1988, Mr. Babich was a partner of Irwin & Leighton and from
1988 to 1991, he was a partner of I&L Investors.
ANTHONY D. KNERR (56)
Director and/or Trustee of the Fund and each of the other 16 funds in the
Delaware Group.
500 Fifth Avenue, New York, NY 10110.
Consultant, Anthony Knerr & Associates.
From 1982 to 1988, Mr. Knerr was Executive Vice President/Finance and
Treasurer of Columbia University, New York. From 1987 to 1989, he was
also a lecturer in English at the University. In addition, Mr. Knerr
was Chairman of The Publishing Group, Inc., New York, from 1988 to
1990. Mr. Knerr founded The Publishing Group, Inc. in 1988.
-35-
<PAGE>
ANN R. LEVEN (55)
Director and/or Trustee of the Fund and each of the other 16 funds in the
Delaware Group.
785 Park Avenue, New York, NY 10021.
Treasurer, National Gallery of Art.
From 1984 to 1990, Ms. Leven was Treasurer and Chief Fiscal Officer of the
Smithsonian Institution, Washington, DC, and from 1975 to 1994, she
was Adjunct Professor of Columbia Business School.
W. THACHER LONGSTRETH (75)
Director and/or Trustee of the Fund and each of the other 16 funds in the
Delaware Group.
1617 John F. Kennedy Boulevard, Philadelphia, PA 19103.
Vice Chairman, Packquisition Corp., a financial printing, commercial
printing and information processing firm.
Philadelphia City Councilman.
President, MLW, Associates.
Director, Tasty Baking Company.
Director, Healthcare Services Group.
CHARLES E. PECK (69)
Director and/or Trustee of the Fund and each of the other 16 funds in the
Delaware Group.
P.O. Box 1102, Columbia, MD 21044.
Secretary, Enterprise Homes, Inc.
From 1981 to 1990, Mr. Peck was Chairman and Chief Executive Officer of The
Ryland Group, Inc., Columbia, MD.
DAVID K. DOWNES (55)
Senior Vice President/Chief Administrative Officer/Chief Financial Officer
of the Fund, each of the other 16 funds in the Delaware Group and
Delaware Management Company, Inc.
Chairman and Director of Delaware Management Trust Company.
Senior Vice President/Chief Administrative Officer/Chief Financial
Officer/Treasurer of Delaware Management Holdings, Inc.
Senior Vice President/Chief Financial Officer/Treasurer and Director of DMH
Corp.
Senior Vice President/Chief Administrative Officer/Chief Financial Officer
and Director of Delaware Service Company, Inc.
Senior Vice President/Chief Administrative Officer and Director of Delaware
Distributors, Inc.
Senior Vice President/Chief Administrative Officer of Delaware
Distributors, L.P.
Chief Financial Officer and Director of Delaware International Holdings
Ltd.
Senior Vice President/Chief Financial Officer/Treasurer of Delaware
Investment Counselors, Inc.
Senior Vice President and Director of Founders Holdings, Inc.
Director of Delaware International Advisers Ltd.
Before joining the Delaware Group in 1992, Mr. Downes was Chief
Administrative Officer, Chief Financial Officer and Treasurer of
Equitable Capital Management Corporation, New York, from December 1985
through August 1992, Executive Vice President from December 1985
through March 1992, and Vice Chairman from March 1992 through August
1992.
-36-
<PAGE>
GEORGE M. CHAMBERLAIN, JR. (48)
Senior Vice President and Secretary of the Fund, each of the other 16 funds
in the Delaware Group, Delaware Management Holdings, Inc., Delaware
Distributors, L.P. and Delaware Investment Counselors, Inc.
Executive Vice President, Secretary and Director of Delaware Management
Trust Company.
Senior Vice President, Secretary and Director of DMH Corp., Delaware
Management Company, Inc., Delaware Distributors, Inc. and Delaware
Service Company, Inc.
Corporate Vice President, Secretary and Director of Founders Holdings, Inc.
Secretary and Director of Delaware International Holdings Ltd.
Director of Delaware International Advisers Ltd.
Attorney.
During the past five years, Mr. Chamberlain has served in various
capacities at different times within the Delaware organization.
GEORGE E. DEMING (54)
Vice President/Senior Portfolio Manager of The Defensive Equity Portfolio.
Before joining the Delaware Group in 1978, Mr. Deming was responsible for
portfolio management and institutional sales at White Weld & Co., Inc.
He is a member of the Financial Analysts of Philadelphia.
During the past five years, Mr. Deming has served in various capacities at
different times within the Delaware organization.
EDWARD N. ANTOIAN (39)
Vice President/Senior Portfolio Manager of the Fund, of seven other equity
funds in the Delaware Group and of Delaware Management Company, Inc.
During the past five years, Mr. Antoian has served in such capacities
within the Delaware organization.
GARY A. REED (41)
Vice President/Senior Portfolio Manager of the Fund, of the nine other
income (including tax-exempt) funds in the Delaware Group, of Delaware
Management Company, Inc. and Delaware Investment Counselors, Inc.
During the past five years, Mr. Reed has served in such capacities within
the Delaware organization.
-37-
<PAGE>
JOSEPH H. HASTINGS (45)
Vice President/Corporate Controller of the Fund, each of the other 16
funds in the Delaware Group, Delaware Management Holdings, Inc., DMH
Corp., Delaware Management Company, Inc., Delaware Distributors, L.P.,
Delaware Distributors, Inc., Delaware Service Company, Inc., Delaware
Investment Counselors, Inc. and Founders Holdings, Inc.
Executive Vice President/Treasurer/Chief Financial Officer of Delaware
Management Trust Company.
Assistant Treasurer of Founders CBO Corporation.
1818 Market Street, Philadelphia, PA 19103.
Before joining the Delaware Group in 1992, Mr. Hastings was Chief Financial
Officer for Prudential Residential Services, L.P., New York, NY from
1989 to 1992. Prior to that, Mr. Hastings served as Controller and
Treasurer for Fine Homes International, L.P., Stamford, CT from 1987
to 1989.
MICHAEL P. BISHOF (33)
Vice President/Treasurer of the Fund, each of the other 16 funds in the
Delaware Group, Delaware Management Company, Inc., Delaware
Distributors, L.P., Delaware Distributors, Inc., Delaware Service
Company, Inc., Founders Holdings, Inc. and Founders CBO Corporation.
Before joining the Delaware Group in 1995, Mr. Bishof was a Vice President
for Bankers Trust, New York, NY from 1994 to 1995, a Vice President
for CS First Boston Investment Management, New York, NY from 1993 to
1994 and an Assistant Vice President for Equitable Capital Management
Corporation, New York, NY from 1987 to 1993.
-38-
<PAGE>
The following is a compensation table listing for each director entitled to
receive compensation, the aggregate compensation received from the Fund and the
total compensation received from all Delaware Group funds for the fiscal year
ended October 31, 1994 and an estimate of annual benefits to be received upon
retirement under the Delaware Group Retirement Plan for Directors/Trustees as of
October 31, 1994.
<TABLE>
<CAPTION>
PENSION OR
RETIREMENT ESTIMATED TOTAL
BENEFITS ANNUAL COMPENSATION
AGGREGATE ACCRUED BENEFITS FROM ALL 17
COMPENSATION AS PART OF UPON DELAWARE
NAME FROM FUND FUND EXPENSES RETIREMENT* GROUP FUNDS
<S> <C> <C> <C> <C>
W. Thacher Longstreth $1,606.16 None $18,100 $39,960.02
Ann R. Leven $1,748.92 None $18,100 $44,960.02
Walter P. Babich $1,720.24 None $18,100 $43,960.03
Anthony D. Knerr $1,833.68 None $18,100 $43,962.11
Charles E. Peck $1,448.16 None $18,100 $36,824.07
</TABLE>
* Under the terms of the Delaware Group Retirement Plan for
Directors/Trustees, each disinterested director who, at the time of his or
her retirement from the Board, has attained the age of 70 and served on the
Board for at least five continuous years, is entitled to receive payments
from each fund in the Delaware Group for a period equal to the lesser of
the number of years that such person served as a director or the remainder
of such person's life. The amount of such payments will be equal, on an
annual basis, to the amount of the annual retainer that is paid to
directors of each fund at the time of such person's retirement. If an
eligible director retired as of October 31, 1994, he or she would be
entitled to annual payments totaling $18,100, in the aggregate, from all of
the funds in the Delaware Group, based on the number of funds in the
Delaware Group as of that date.
-39-
<PAGE>
GENERAL INFORMATION
CUSTODY ARRANGEMENTS
The Morgan Guaranty Trust Company of New York, 60 Wall Street, New York, NY
10260 serves as the Fund's custodian for domestic securities. With respect to
foreign securities, the Custodian Bank makes arrangements with subcustodians who
were approved by the directors of the Fund in accordance with Rule 17f-5 of the
1940 Act. In the selection of foreign subcustodians, the directors consider a
number of factors, including, but not limited to, the reliability and financial
stability of the institution, the ability of the institution to provide
efficiently the custodial services required for the Fund, and the reputation of
the institutions in the particular country or region.
CAPITALIZATION
The Fund has a present authorized capitalization of one billion shares of
capital stock with a $.01 par value per share. The Board of Directors has
allocated fifty million shares to each Portfolio. While all shares have equal
voting rights on matters affecting the entire Fund, each Portfolio would vote
separately on any matter which affects only that Portfolio, such as any change
in its own investment objective and policy or action to dissolve a Portfolio and
as otherwise prescribed by the 1940 Act. Shares of each Portfolio have a
priority in that Portfolios' assets, and in gains on and income from the
portfolio of that Portfolio. Shares have no preemptive rights, are fully
transferable and, when issued, are fully paid and nonassessable.
The legality of the issuance of the shares offered hereby, pursuant to
registration under the 1940 Act Rule 24f-2, has been passed upon for the Fund by
Messrs. Stradley, Ronon, Stevens & Young, Philadelphia, Pennsylvania.
NONCUMULATIVE VOTING
THESE SHARES HAVE NONCUMULATIVE VOTING RIGHTS WHICH MEANS THAT THE HOLDERS OF
MORE THAN 50% OF THE SHARES OF THE FUND VOTING FOR THE ELECTION OF DIRECTORS CAN
ELECT ALL THE DIRECTORS IF THEY CHOOSE TO DO SO, AND, IN SUCH EVENT, THE HOLDERS
OF THE REMAINING SHARES WILL NOT BE ABLE TO ELECT ANY DIRECTORS.
This Part B does not include all of the information contained in the
Registration Statement which is on file with the Securities and Exchange
Commission.
-40-
<PAGE>
FINANCIAL STATEMENTS
Ernst & Young LLP serves as the independent auditors for the Fund and, in
its capacity as such, audits the financial statements contained in the Fund's
Annual Reports. The Defensive Equity, The Aggressive Growth, The International
Equity and The Global Fixed Income Portfolios' Statements of Net Assets,
Statements of Investments, Statements of Assets and Liabilities, Statements of
Operations, Statements of Changes in Net Assets and Notes to Financial
Statements, and The Fixed Income, The Limited-Term Maturity and The
International Fixed Income Portfolios' Statements of Assets and Liabilities and
Notes to Financial Statements as well as the reports of Ernst & Young LLP,
independent auditors, for the fiscal year ended October 31, 1994 are included in
the Fund's Annual Reports to shareholders. The financial statements, the notes
relating thereto and the report of Ernst & Young LLP, listed above are
incorporated by reference from the Annual Reports into this Part B. In addition,
the unaudited financial statements and the notes relating thereto for The
Defensive Equity, The Aggressive Growth, The Fixed Income, The Limited-Term
Maturity, The International Equity, The Global Fixed Income and The
International Fixed Income Portfolios are incorporated by reference from the
Semi-Annual Reports into this Part B.
-41-
<PAGE>
Form N-1A
File No. 33-40991
Delaware Pooled Trust, Inc.
PART C
------
Other Information
-----------------
Item 24. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements:
Part A - Financial Highlights
*Part B - Statements of Net Assets
Statements of Investments
Statements of Assets and Liabilities
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 Part B by reference to Registrant's Annual Reports
for The Defensive Equity, The Aggressive Growth, The Global Fixed
Income and The International Equity Portfolios and the Statements of
Assets and Liabilities, Notes to Financial Statements and
Accountant's Reports for The Fixed Income, The International Fixed
Income and The Limited-Term Maturity Portfolios for the fiscal year
ended October 31, 1994. The Registrant's Annual Reports are
incorporated into Part B by reference to Post-Effective Amendment
No. 8, which was filed electronically with the Commission on
September 15, 1995. In addition, the unaudited financial statements
for The Defensive Equity, The Aggressive Growth, The Global Fixed
Income, The International Equity, The Fixed Income, The International
Fixed Income and The Limited-Term Maturity Portfolios are
incorporated into Part B by reference to the Registrant's Semi-Annual
Report. The Registrant's Semi-Annual Report was electronically filed
with the Commission on July 7, 1995.
(b) Exhibits:
(1) Articles of Incorporation.
-------------------------
(a) Articles of Incorporation, as amended and supplemented to
date, incorporated into this filing by reference to
Post-Effective Amendment No. 8 filed September 15, 1995.
(b) Executed copy of Articles Supplementary (November 1995)
attached as Exhibit.
(2) By-Laws. By-Laws, as amended to date, incorporated into this
-------
filing by reference to Post-Effective Amendment No. 8 filed
September 15, 1995.
i
<PAGE>
Form N-1A
File No. 33-40991
Delaware Pooled Trust, Inc.
(3) Voting Trust Agreement. Inapplicable.
----------------------
(4) Copies of All Instruments Defining the Rights of Holders.
--------------------------------------------------------
(a) Articles of Incorporation and Articles Supplementary.
----------------------------------------------------
Articles Fifth and Ninth of the Articles of Incorporation
(May 29, 1991); Article Fifth of Articles of Amendment
(October 10, 1991); Article Second of Articles
Supplementary (September 21, 1992); Article Second of
Articles Supplementary (August 3, 1993); Article Second of
Articles Supplementary (October 12, 1994) and Form of
Articles Supplementary (November 1995) incorporated into
this filing by reference to Post-Effective Amendment No. 8
filed September 15, 1995.
(b) By-Laws. Articles II, III and XIV of the By-Laws
-------
incorporated into this filing by reference to
Post-Effective Amendment No. 8 filed September 15, 1995.
(5) Investment Management Agreements. Investment Management
--------------------------------
Agreements between Delaware Management Company, Inc. and the
Registrant on behalf of The Defensive Equity, The Aggressive
Growth, The Fixed Income and The Limited-Term Maturity
Portfolios (April 3, 1995) incorporated into this filing by
reference to Post-Effective Amendment No. 8 filed September
15, 1995. Investment Management Agreements between Delaware
International Advisers Ltd. and the Registrant on behalf of
The International Equity, The Global Fixed Income and The
International Fixed Income Portfolios (April 3, 1995)
incorporated into this filing by reference to Post-Effective
Amendment No. 8 filed September 15, 1995.
(a) Forms of Investment Management Agreements (November 1995)
between Delaware Management Company, Inc. and the
Registrant on behalf of The Defensive Equity
Small/Mid-Cap, The Defensive Equity Utility and The
High-Yield Bond Portfolios attached as Exhibit.
(b) Form of Investment Management Agreement (November 1995)
between Delaware International Advisers Ltd. and the
Registrant on behalf of The Labor Select International
Equity Portfolio attached as Exhibit.
(c) Form of Investment Management Agreement (November 28,
1995) between Delaware Management Company, Inc. and the
Registrant on behalf of The Real Estate Investment Trust
Portfolio attached as Exhibit.
(d) Form of Sub-Advisory Agreement (November 1995) between
Delaware Management Company, Inc. and Lincoln Investment
Management, Inc. on behalf of the Registrant for The Real
Estate Investment Trust Portfolio attached as Exhibit.
ii
<PAGE>
Form N-1A
File No. 33-40991
Delaware Pooled Trust, Inc.
(6) (a) Distribution Agreements.
-----------------------
(i) Forms of Distribution Agreements (April 3, 1995)
between Delaware Distributors, L.P. and the Registrant
on behalf of The Defensive Equity, The Aggressive
Growth, The International Equity, The Global Fixed
Income, The Fixed Income, The Limited-Term Maturity
and The International Fixed Income Portfolios attached
as Exhibit.
(ii) Forms of Distribution Agreements (November 1995)
between Delaware Distributors, L.P. and the Registrant
on behalf of The Defensive Equity/Small Mid-Cap, The
Defensive Equity Utility, The High-Yield Bond, The
Labor Select International Equity and The Real Estate
Investment Trust Portfolios attached as Exhibit.
(7) Bonus, Profit Sharing, Pension Contracts. Incorporated into
----------------------------------------
this filing by reference to Post-Effective Amendment No. 8
filed September 15, 1995.
(8) Custodian Agreements.
--------------------
(a) Custodian Agreement incorporated into this filing by
reference to Post-Effective Amendment No. 1 filed May 18,
1992; Post-Effective Amendment No. 3 filed October 29,
1992; and Post-Effective Amendment No. 6 filed
December 29, 1993.
(b) Forms of Custodian Agreements (November 29, 1995) for
The International Fixed Income, The Defensive Equity
Small/Mid-Cap, The Defensive Equity Utility, The
High-Yield Bond, The Labor Select International Equity and
The Real Estate Investment Trust Portfolios attached as
Exhibit.
(9) Other Material Contracts. Form of Third Amended and Restated
------------------------
Shareholders Services Agreement (November 1995) between
Delaware Service Company, Inc. and the Registrant on behalf of
each Portfolio attached as Exhibit.
(10) Opinion of Counsel. Filed with letter relating to Rule 24f-2
------------------
on December 28, 1994.
(11) Consent of Auditors. Attached as Exhibit.
-------------------
iii
<PAGE>
Form N-1A
File No. 33-40991
Delaware Pooled Trust, Inc.
(12) Inapplicable.
(13) Undertaking of Initial Shareholder. Incorporated into this
----------------------------------
filing by reference to Pre-Effective Amendment No. 1 filed
August 16, 1991.
(14) Inapplicable.
(15) Inapplicable.
(16) Schedules of Computation for each Performance Quotation.
-------------------------------------------------------
Incorporated by reference into this filing to Post-Effective
Amendment No. 8 filed September 15, 1995.
(17) Financial Data Schedules. Incorporated by reference into this
------------------------
filing to Post-Effective Amendment No. 8 filed September 15,
1995.
(18) Inapplicable.
(19) Other: Directors' Power of Attorney. Incorporated into
----------------------------
this filing by reference to Post-Effective Amendment
No. 8 filed September 15, 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>
The Defensive Equity Portfolio:
Common Stock Par Value 26 Accounts as of
$.01 Per Share October 31, 1995
The Aggressive Growth Portfolio:
Common Stock Par Value 43 Accounts as of
$.01 Per Share October 31, 1995
The International Equity Portfolio:
Common Stock Par Value 34 Accounts as of
$.01 Per Share October 31, 1995
The Global Fixed Income Portfolio:
Common Stock Par Value 11 Accounts as of
$.01 Per Share October 31, 1995
</TABLE>
iv
<PAGE>
Form N-1A
File No. 33-40991
Delaware Pooled Trust, Inc.
<TABLE>
<CAPTION>
Number of
Title of Class Record Holders*
-------------- --------------
<S> <C>
The Fixed Income Portfolio:
Common Stock Par Value 1 Account as of
$.01 Per Share October 31, 1995
The Limited-Term
Maturity Portfolio:
Common Stock Par Value 1 Account as of
$.01 Per Share October 31, 1995
The International Fixed
Income Portfolio:
Common Stock Par Value 0 Accounts as of
$.01 Per Share October 31, 1995
The Defensive Equity Small/
Mid-Cap Portfolio:
Common Stock Par Value 0 Accounts as of
$.01 Per Share October 31, 1995
The Defensive Equity Utility
Portfolio:
Common Stock Par Value 0 Accounts as of
$.01 Per Share October 31, 1995
The High-Yield Bond Portfolio:
Common Stock Par Value 0 Accounts as of
$.01 Per Share October 31, 1995
The Labor Select International
Equity Portfolio:
Common Stock Par Value 0 Accounts as of
$.01 Per Share October 31, 1995
</TABLE>
* The Defensive Equity Small/Mid-Cap, The Defensive Equity Utility, The
High-Yield Bond, The Labor Select International Equity and The Real
Estate Investment Trust Portfolios were not offered prior to the
effective date of this Registration Statement.
v
<PAGE>
Form N-1A
File No. 33-40991
Delaware Pooled Trust, Inc.
<TABLE>
<CAPTION>
Number of
Title of Class Record Holders*
-------------- --------------
<S> <C>
The Real Estate Investment
Trust Portfolio:
Common Stock Par Value 0 Accounts as of
$.01 Per Share October 31, 1995
</TABLE>
* The Defensive Equity Small/Mid-Cap, The Defensive Equity Utility, The
High-Yield Bond, The Labor Select International Equity and The Real
Estate Investment Trust Portfolios were not offered prior to the
effective date of this Registration Statement.
Item 27. Indemnification. Incorporated into this filing by reference to initial
---------------
Registration Statement filed May 31, 1991.
Item 28. Business and Other Connections of Investment Adviser.
----------------------------------------------------
(a) Delaware Management Company, Inc. ("DMC") serves as investment
manager to The Defensive Equity Portfolio, The Aggressive Growth Portfolio, The
Fixed Income Portfolio, The Limited-Term Maturity Portfolio, The Defensive
Equity Small/Mid-Cap Portfolio, The Defensive Equity Utility Portfolio, The
High-Yield Bond Portfolio and The Real Estate Investment Trust Portfolio. In
addition, DMC also serves as investment manager or sub-adviser to the other
funds in the Delaware Group (Delaware Group Delaware Fund, Inc., Delaware Group
Trend Fund, Inc., Delaware Group Value Fund, Inc., Delaware Group DelCap Fund,
Inc., Delaware Group Decatur Fund, Inc., Delaware Group Delchester High-Yield
Bond Fund, Inc., Delaware Group Government Fund, Inc., Delaware Group
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 Premium Fund, Inc., Delaware
Group Global & International 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 owned by DMC's parent
company acts as principal underwriter to the funds in the Delaware Group (see
Item 29 below) and another such company acts as the shareholder servicing,
dividend disbursing and transfer agent for all of the other mutual funds in the
Delaware Group.
vi
<PAGE>
Form N-1A
File No. 33-40991
Delaware Pooled Trust, Inc.
The following persons serving as directors or officers of DMC have held the
following positions during the past two years:
Name and Principal Positions and Offices with DMC and its Affiliates and
Business Address* Other Positions and Offices Held
- ------------------ -----------------------------------------------------
Wayne A. Stork Chairman of the Board, Chief Executive Officer, Chief
Investment Officer and Director of Delaware Management
Company, Inc.; Chairman of the Board and Director of the
Registrant, each of the other funds in the Delaware
Group and Delaware Investment Counselors, Inc.;
Chairman, Chief Executive Officer and Director of
Delaware Management Holdings, Inc., DMH Corp., Delaware
International Advisers Ltd., Delaware International
Holdings Ltd. and Founders Holdings, Inc.; and Director
of Delaware Distributors, Inc. and 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.;
President and Chief Executive Officer of the Registrant;
Executive Vice President of each of the other funds in
the Delaware Group and Delaware Management Holdings,
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 and Delaware International
Advisers Ltd.; and President and Director of Delaware
Investment Counselors, 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 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
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
vii
<PAGE>
Form N-1A
File No. 33-40991
Delaware Pooled Trust, Inc.
Name and Principal Positions and Offices with DMC and its Affiliates
Business Address* and Other Positions and Offices Held
- ------------------ ----------------------------------------------------
Paul E. Suckow Senior Vice President/Chief Investment Officer,
Fixed Income of Delaware Management Company, Inc.,
the Registrant, each of the other funds in the
Delaware Group and Delaware Management Holdings,
Inc.; Senior Vice President and Director of Founders
Holdings, 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; Senior Vice
President, 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, Chief
Administrative Officer and Director of Delaware
Distributors, Inc.; Senior Vice President and Chief
Administrative Officer of Delaware Distributors,
L.P.; Senior Vice President, Chief Administrative
Officer, Chief Financial Officer and Director of
Delaware Service Company, Inc.; Chief Financial
Officer and Director of Delaware International
Holdings Ltd.; Senior Vice President, Chief
Financial Officer and Treasurer of Delaware
Investment Counselors, Inc.; Senior Vice President
and Director of Founders Holdings, Inc.; and
Director of Delaware International Advisers Ltd.
George M. Chamberlain, Jr. Senior Vice President, Secretary and Director of
Delaware Management Company, Inc., DMH Corp.,
Delaware Distributors, Inc. and Delaware Service
Company, Inc.; Senior Vice President and Secretary
of the Registrant, each of the other funds in the
Delaware Group, Delaware Distributors, L.P.,
Delaware Investment Counselors, Inc. and Delaware
Management Holdings, Inc.; Executive Vice President,
Secretary and Director of Delaware Management Trust
Company, Inc.; Corporate Vice President, Secretary
and Director of Founders Holdings, Inc.; Secretary
and Director of Delaware International Holdings
Ltd.; and Director of Delaware International
Advisers Ltd.
Director of ICI Mutual Insurance Co. since 1992,
P.O. Box 730, Burlington, VT
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
viii
<PAGE>
Form N-1A
File No. 33-40991
Delaware Pooled Trust, Inc.
Name and Principal Positions and Offices with DMC and its Affiliates and
Business Address* Other Positions and Offices Held
- ------------------ ------------------------------------------------------
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 International
Holdings Ltd. and Delaware Investment Counselors,
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 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., Founders Holdings, Inc. and Founders CBO
Corporation
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. and Delaware Investment
Counselors, Inc.
Richelle S. Maestro Vice President and Assistant Secretary of Delaware
Management Company, Inc., Delaware Management
Holdings, Inc., Delaware Distributors, L.P., Delaware
Distributors, Inc., Delaware Service Company, Inc.,
the Registrant, each of the other funds in the
Delaware Group, DMH Corp., Delaware Management Trust
Company, Delaware Investment Counselors, Inc. and
Founders Holdings, Inc.; and Assistant Secretary of
Founders CBO Corporation
General Partner of Tri-R Associates since 1989, 10001
Sandmeyer Ln., Philadelphia, PA
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
ix
<PAGE>
Form N-1A
File No. 33-40991
Delaware Pooled Trust, Inc.
Name and Principal Positions and Offices with DMC and its Affiliates and
Business Address* Other Positions and Offices Held
- ------------------ ------------------------------------------------------
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 Investment Counselors, Inc.
and Founders Holdings, Inc.; Executive Vice President,
Chief Financial Officer and Treasurer of Delaware
Management Trust Company; 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
Lisa O. Brinkley/2/ 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 and Delaware Investment Counselors, 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/3/ Vice President/Operations of Delaware Management
Company, Inc. and Delaware Service Company, Inc.; and
Vice President/Operations and Director of Delaware
Management Trust Company
Michael T. Taggart/4/ 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 and Director
of Founders CBO Corporation
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
x
<PAGE>
Form N-1A
File No. 33-40991
Delaware Pooled Trust, Inc.
Name and Principal Positions and Offices with DMC and its Affiliates and
Business Address* Other Positions and Offices Held
- ------------------ ------------------------------------------------------
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
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 Investment Counselors,
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 Secretary and Director
of Founders CBO Corporation
James R. Raith, Jr. 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 and the fixed income funds in the
Delaware Group
Roger A. Early/5/ 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 and each of
the equity funds in the Delaware Group
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
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
xi
<PAGE>
Form N-1A
File No. 33-40991
Delaware Pooled Trust, Inc.
Name and Principal Positions and Offices with DMC and its Affiliates and
Business Address* Other Positions and Offices Held
- ------------------ ------------------------------------------------------
John B. Fields Vice President/Senior Portfolio Manager of Delaware
Management Company, Inc., the Registrant, each of the
equity funds in the Delaware Group and Delaware
Investment Counselors, Inc.
Edward A. Trumpbour Vice President/Senior Portfolio Manager of Delaware
Management Company, Inc., the Registrant and each of
the equity funds in the Delaware Group
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
George E. Deming Vice President/Senior Portfolio Manager of The
Defensive Equity Portfolio
Bernard P. Schaffer Vice President/Senior Portfolio Manager of the
Registrant and each of the other funds in the Delaware
Group
Babak Zenouzi Vice President/Portfolio Manager of the Real Estate
Investment Trust Portfolio
/1/ VICE PRESIDENT/GLOBAL INVESTMENT MANAGEMENT OPERATIONS, Bankers Trust and
VICE PRESIDENT, CS First Boston Investment Management prior to June 1995.
/2/ VICE PRESIDENT AND COMPLIANCE OFFICER, Banc One Securities Corporation
prior to June 1994 and ASSISTANT VICE PRESIDENT AND COMPLIANCE OFFICER,
Aetna Life and Casualty prior to March 1993.
/3/ VICE PRESIDENT OF OPERATIONS, Supervised Service Company prior to March
1994.
/4/ ASSISTANT VICE PRESIDENT/ADMINISTRATIVE SERVICES, United Pacific Life
Insurance prior to January 1994.
/5/ SENIOR VICE PRESIDENT AND PORTFOLIO MANAGER, Federated Investors prior to
July 1994.
(b) Delaware International Advisers Ltd. serves as investment manager
to The International Equity Portfolio, The Global Fixed Income Portfolio, The
International Fixed Income Portfolio and The Labor Select International Equity
Portfolio and other institutional accounts. Delaware International Advisers Ltd.
also serves as investment manager or sub-adviser to Delaware Group Global &
International Funds, Inc. and Delaware Group Global Dividend and Income Fund,
Inc. Information regarding the officers and directors of Delaware International
Advisers Ltd. and the positions they held during the past two years follow:
Positions and Offices with Delaware International
Name and Principal Advisers Ltd. and its Affiliates and Other Positions
Business Address and Offices Held
- ------------------ ------------------------------------------------------
*Wayne A. Stork Chairman of the Board, Chief Executive Officer and
Director of Delaware International Advisers Ltd.,
Delaware Management Holdings, Inc., DMH Corp.,
Delaware International Holdings Ltd. and Founders
Holdings, Inc.; Chairman of the Board and Director of
the Registrant, each of the other funds in the
Delaware Group and Delaware Investment Counselors,
Inc.; Chairman of the Board, Chief Executive Officer,
Chief Investment Officer and Director of Delaware
Management Company, Inc.; and Director of Delaware
Distributors, Inc. and Delaware Service Company, Inc.
* Business address is 1818 Market Street, Philadelphia, PA 19103.
** Business address is Veritas House, 125 Finsbury Pavement, London, England
EC2A 1NQ.
xii
<PAGE>
Form N-1A
File No. 33-40991
Delaware Pooled Trust, Inc.
Positions and Offices with Delaware International
Name and Principal Advisers Ltd. and its Affiliates and Other Positions
Business Address and Offices Held
- ------------------ ------------------------------------------------------
**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.
**John Emberson Secretary/Compliance Officer/Finance Officer/Director
of Delaware International Advisers Ltd.
*David K. Downes Director of Delaware International Advisers Ltd.;
Senior Vice President, 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, Chief Administrative Officer and
Director of Delaware Distributors, Inc; Senior Vice
President and Chief Administrative Officer of Delaware
Distributors, L.P.; Senior Vice President, Chief
Administrative Officer, Chief Financial Officer and
Director of Delaware Service Company, Inc.; Chief
Financial Officer and Director of Delaware
International Holdings Ltd.; Senior Vice President,
Chief Financial Officer and Treasurer of Delaware
Investment Counselors, Inc.; and Senior Vice President
and Director of Founders Holdings, Inc.
* Business address is 1818 Market Street, Philadelphia, PA 19103.
** Business address is Veritas House, 125 Finsbury Pavement, London, England
EC2A 1NQ.
xiii
<PAGE>
Form N-1A
File No. 33-40991
Delaware Pooled Trust, Inc.
Positions and Offices with Delaware International
Name and Principal Advisers Ltd. and its Affiliates and Other Positions
Business Address and Offices Held
- ------------------ ----------------------------------------------------
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., Delaware
Management Holdings, Inc. and Delaware Investment
Counselors, Inc.; Senior Vice President, Secretary
and Director of Delaware Management Company, Inc.,
DMH Corp., Delaware Distributors, Inc. and Delaware
Service Company, Inc.; Executive Vice President,
Secretary and Director of Delaware Management Trust
Company; Corporate Vice President, Secretary and
Director of Founders Holdings, Inc.; and Secretary
and Director of Delaware International Holdings Ltd.
Director of ICI Mutual Insurance Co. since 1992,
P.O. Box 730, Burlington, VT
*Winthrop S. Jessup Director of Delaware International Advisers Ltd.,
Delaware Management Trust Company and Delaware
Service Company, Inc.; President and Chief Executive
Officer of the Registrant; Executive Vice President
of each of the other funds in the Delaware Group and
Delaware Management Holdings, 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
Investment Counselors, Inc.
*Richard G. Unruh, Jr. Director of Delaware International Advisers Ltd.;
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; and Senior Vice President of
Delaware Management Holdings, Inc.
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
* Business address is 1818 Market Street, Philadelphia, PA 19103.
** Business address is Veritas House, 125 Finsbury Pavement, London, England
EC2A 1NQ.
xiv
<PAGE>
Form N-1A
File No. 33-40991
Delaware Pooled Trust, Inc.
Positions and Offices with Delaware International
Name and Principal Advisers Ltd. and its Affiliates and Other Positions
Business Address and Offices Held
- ------------------ ------------------------------------------------------
*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, Founders CBO
Corporation, Delaware International Holdings Ltd. and
Delaware Investment Counselors, Inc.; Vice President
of the Registrant and each of the other funds in the
Delaware Group; and Managing Director/Corporate & Tax
Affairs and Director of Founders Holdings, Inc.
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.
**Timothy W. Sanderson Senior Portfolio Manager/Deputy Compliance
Officer/Director Equity Research of Delaware
International Advisers Ltd.
**Clive A. Gillmore Senior Portfolio Manager/Director U.S. Mutual Fund
Liaison of Delaware International Advisers Ltd.
**Hamish O. Parker Senior Portfolio Manager/Director U.S. Marketing
Liaison of Delaware International Advisers Ltd.
**Ian G. Sims Senior Portfolio Manager/Deputy Managing 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.
**Christopher A. Moth Portfolio Manager of Delaware International Advisers
Ltd.
* Business address is 1818 Market Street, Philadelphia, PA 19103.
** Business address is Veritas House, 125 Finsbury Pavement, London, England
EC2A 1NQ.
xv
<PAGE>
Form N-1A
File No. 33-40991
Delaware Pooled Trust, Inc.
Positions and Offices with Delaware International
Name and Principal Advisers Ltd. and its Affiliates and Other Positions
Business Address and Offices Held
- ------------------ ------------------------------------------------------
**Richard J. Ginty Assistant Portfolio Manager of Delaware International
Advisers Ltd.
**Fiona Barwick Assistant Portfolio Manager of Delaware International
Advisers Ltd.
(c) Lincoln Investment Management Company, Inc. serves as sub-adviser
to The Real Estate Investment Trust Portfolio. Lincoln Investment Management
Company, Inc. also serves as investment Advisor to Lincoln National Convertible
Securities Fund, Inc., Lincoln National Income Fund, Inc., Lincoln National
Aggressive Growth Fund, Inc., Lincoln National Bond Fund, Inc., Lincoln National
Capital Appreciation Fund, Inc., Lincoln National Equity-Income Fund, Inc.,
Lincoln National Global Asset Allocation Fund, Inc., Lincoln National Growth and
Income Fund, Inc., Lincoln National International Fund, Inc., Lincoln National
Managed Fund, Inc., Lincoln National Money Market Fund, Inc., Lincoln National
Social Awareness Fund, Inc., Lincoln National Special Opportunities Fund, Inc.,
Lincoln Advisors Fund, Inc. (a retail mutual fund complex) and to other clients.
Lincoln Investment Management, Inc. is registered with the Securities and
Exchange Commission (the Commission) as an investment Advisor and has acted as
an investment Advisor to investment companies for over 40 years.
Information regarding the officers and directors of Lincoln Investment
Management Company, Inc. and the positions they held during the past two years
follow:
Positions and Offices with Lincoln Investment
Name and Principal Management, Inc. and its Affiliates and Other
Business Address* Positions and Offices Held
- ------------------ ------------------------------------------------------
H. Thomas McMeekin President and Director of Lincoln Investment
Management, Inc., Lincoln National Convertible
Securities Fund, Inc. and Lincoln National Income
Fund, Inc.; President, Chief Executive Officer and
Director of Lincoln National Mezzanine Corporation;
Executive Vice President (previously Senior Vice
President) and Chief Investment Officer of Lincoln
National Corporation; and Director of Lincoln Advisor
Funds, Inc., The Lincoln National Life Insurance
Company, Lynch & Mayer, Inc. and Vantage Global
Advisors, Inc.
Dennis A. Blume Senior Vice President and Director of Lincoln
Investment Management, Inc. and Lincoln National
Realty Corporation; Vice President of Lincoln Advisor
Funds, Inc.; and Director of Lynch & Mayer, Inc. and
Vantage Global Advisors, Inc.
* Business address is 200 East Berry Street, Fort Wayne, IN 46802.
** Business address is Veritas House, 125 Finsbury Pavement, London,
England EC2A 1NQ.
xvi
<PAGE>
Form N-1A
File No. 33-40991
Delaware Pooled Trust, Inc.
Positions and Offices with Lincoln Investment
Name and Principal Management, Inc. and its Affiliates and Other
Business Address* Positions and Offices Held
- ------------------ ------------------------------------------------------
Steven R. Brody Director, Senior Vice President and Assistant
Treasurer of Lincoln Investment Management, Inc.; Vice
President, Treasurer and Chief Financial Officer of
Lincoln Advisor Funds, Inc.; Director and Vice
President of Lincoln National Mezzanine Corporation;
Vice President of The Lincoln National Life Insurance
Company; Director of Lincoln National Realty
Corporation; Treasurer of Lincoln National Convertible
Securities Fund, Inc. and Lincoln National Income
Fund, Inc.; and Assistant Treasurer of Lincoln
Financial Group, Inc., Lincoln National Aggressive
Growth Fund, Inc., Lincoln National Bond Fund, Inc.,
Lincoln National Capital Appreciation Fund, Inc.,
Lincoln National Equity-Income Fund, Inc., Lincoln
National Global Asset Allocation Fund, Inc., Lincoln
National Growth and Income Fund, Inc., Lincoln
National Health & Casualty Insurance Company, Lincoln
National International Fund, Inc., Lincoln National
Life Reinsurance Company, Lincoln National Managed
Fund, Inc., Lincoln National Money Market Fund, Inc.,
Lincoln National Reassurance Company, Lincoln National
Social Awareness Fund, Inc., Lincoln National Special
Opportunities Fund, Inc.
Ann L. Warner Senior Vice President (previously Vice President) of
Lincoln Investment Management, Inc.; Director of
Lincoln National Convertible Securities Fund, Inc.;
Director and Vice President of Lincoln National Income
Fund, Inc.; and Vice President of Lincoln Advisor
Funds, Inc.
JoAnn E. Becker Vice President of Lincoln Investment Management, Inc.,
Lincoln Advisor Funds, Inc. and The Lincoln National
Life Insurance Company; and Director of LNC Equity
Sales Corporation, The Richard Leahy Corporation and
Professional Financial Planning, Inc.
David A. Berry Vice President of Lincoln Investment Management, Inc.,
Lincoln Advisor Funds, Inc., Lincoln National
Convertible Securities Fund, Inc. and Lincoln National
Income Fund, Inc.
Anne E. Bookwalter Vice President (previously Second Vice President) of
Lincoln Investment Management, Inc.; and Director of
Professional Financial Planning, Inc.
Philip C. Byrde Vice President of Lincoln Investment Management, Inc.
*Business address is 200 East Berry Street, Fort Wayne, IN 46802.
xvii
<PAGE>
Form N-1A
File No. 33-40991
Delaware Pooled Trust, Inc.
Positions and Offices with Lincoln Investment
Name and Principal Management, Inc. and its Affiliates and Other
Business Address* Positions and Offices Held
- ------------------ ------------------------------------------------------
Patrick R. Chasey Vice President of Lincoln Investment Management, Inc.
Garrett W. Cooper Vice President of Lincoln Investment Management, Inc.
David C. Fischer Vice President of Lincoln Investment Management, Inc.
and Lincoln National Income Fund, Inc.
Luc N. Girard Vice President of Lincoln Investment Management, Inc.
and The Lincoln National Life Insurance Company
Donald P. Groover Vice President of Lincoln Investment Management, Inc.
Previously Senior Economist/Senior Consultant, Chalke,
Inc., Chantilly, VA.
William N. Holm, Jr. Vice President of Lincoln Investment Management, Inc.;
and Vice President and Director of Lincoln National
Mezzanine Corporation
Jennifer C. Hom Vice President (previously Portfolio Manager) of
Lincoln Investment Management, Inc.
John A. Kellogg Vice President of Lincoln Investment Management, Inc.
and Lincoln National Realty Corporation
Timothy H. Kilfoil Vice President of Lincoln Investment Management, Inc.
Lawrence T. Kissko Vice President of Lincoln Investment Management, Inc.;
Vice President and Director Lincoln National Realty
Corporation; and Vice President of The Lincoln
National Life Insurance Company
Walter M. Korinke Vice President of Lincoln Investment Management, Inc.
Lawrence M. Lee Vice President of Lincoln Investment Management, Inc.
and Lincoln National Realty Corporation
Thomas A. McAvity, Jr. Vice President of Lincoln Investment Management, Inc.
John David Moore Vice President of Lincoln Investment Management, Inc.
*Business address is 200 East Berry Street, Fort Wayne, IN 46802.
xviii
<PAGE>
Form N-1A
File No. 33-40991
Delaware Pooled Trust, Inc.
Positions and Offices with Lincoln Investment
Name and Principal Management, Inc. and its Affiliates and Other
Business Address* Positions and Offices Held
- ------------------ ------------------------------------------------------
Oliver H. G. Nichols Vice President of Lincoln Investment Management, Inc.,
The Lincoln National Life Insurance Company and
Lincoln National Realty Corporation
David C. Patch Vice President of Lincoln Investment Management, Inc.
Joseph T. Pusateri Vice President of Lincoln Investment Management, Inc.
and Lincoln National Realty Corporation
Gregory E. Reed Vice President of Lincoln Investment Management, Inc.
Bill L. Sanders Vice President of Lincoln Investment Management, Inc.;
and Sales Vice President, The Lincoln National Life
Insurance Company.
Roy D. Shimer Vice President of Lincoln Investment Management, Inc.
Gerald M. Weiss Vice President of Lincoln Investment Management, Inc.
Jon A. Boscia Director (previously President) of Lincoln Investment
Management, Inc.; Director of Lincoln National
Foundation, Inc. and First Penn-Pacific Life Insurance
Company; President, Chief Operating Officer and
Director of The Lincoln National Life Insurance
Company; and President of Lincoln Financial Group,
Inc.
*Business address is 200 East Berry Street, Fort Wayne, IN 46802.
xix
<PAGE>
Form N-1A
File No. 33-40991
Delaware Pooled Trust, Inc.
Positions and Offices with Lincoln Investment
Name and Principal Management, Inc. and its Affiliates and Other
Business Address* Positions and Offices Held
- ------------------ ------------------------------------------------------
Janet C. Whitney Vice President and Treasurer of Lincoln Investment
Management, Inc., The Financial Alternative, Inc.,
Financial Alternative Resources, Inc., Financial
Choices, Inc., Financial Investments, Inc., Financial
Investment Services, Inc., The Financial Resources
Department, Inc., Investment Alternatives, Inc., The
Investment Center, Inc., The Investment Group, Inc.,
LNC Administrative Services Corporation, LNC Equity
Sales Corporation, The Richard Leahy Corporation,
Lincoln National Aggressive Growth Fund, Inc., Lincoln
National Bond Fund, Inc., Lincoln National Capital
Appreciation Fund, Inc., Lincoln National Equity-
Income Fund, Inc., Lincoln National Global Assets
Allocation Fund, Inc., Lincoln National Growth and
Income Fund, Inc., Lincoln National Health & Casualty
Insurance Company, Lincoln National Intermediaries,
Inc., Lincoln National International Fund, Inc.,
Lincoln National Managed Fund, Inc., Lincoln National
Management Services, Inc., Lincoln National Mezzanine
Corporation, Lincoln National Money Market Fund, Inc.
Lincoln National Realty Corporation, Lincoln National
Risk Management, Inc., Lincoln National Social
Awareness Fund, Inc., Lincoln National Special
Opportunities Fund, Inc., Lincoln National Structured
Settlement, Inc., Personal Financial Resources, Inc.,
Personal Investment Services, Inc., Special Pooled
Risk Administrators, Inc., Underwriters & Management
Services, Inc.; Vice President and Treasurer
(previously Vice President and General Auditor) of
Lincoln National Corporation; and Assistant Treasurer
of First Penn-Pacific Life Insurance Company.
*Business address is 200 East Berry Street, Fort Wayne, IN 46802.
xx
<PAGE>
Form N-1A
File No. 33-40991
Delaware Pooled Trust, Inc.
Positions and Offices with Lincoln Investment
Name and Principal Management, Inc. and its Affiliates and Other
Business Address* Positions and Offices Held
- ------------------ ------------------------------------------------------
C. Suzanne Womack Secretary of Lincoln Investment Management, Inc.,
Corporate Benefit Systems Services Corporation, The
Financial Alternative, Inc., Financial Alternative
Resources, Inc., Financial Choices, Inc., The
Financial Resources Department, Inc., Financial
Investment Services, Inc., Financial Investments,
Inc., Insurance Services, Inc., Investment
Alternatives, Inc., The Investment Center, Inc. (TN),
The Investment Group, Inc., LNC Administrative
Services Corporation, LNC Equity Sales Corporation,
The Richard Leahy Corporation, Lincoln Advisor Funds,
Inc., Lincoln Life Improved Housing, Inc., Lincoln
National (China) Inc., Lincoln National Convertible
Securities Fund, Inc., Lincoln National Health &
Casualty Insurance Company, Lincoln National Income
Fund, Inc., Lincoln National Intermediaries, Inc.,
Lincoln National Life Reinsurance Company, Lincoln
National Management Services, Inc., Lincoln National
Mezzanine Corporation, Lincoln National Realty
Corporation, Lincoln National Reassurance Company,
Lincoln National Reinsurance Company (Barbados)
Limited, Lincoln National Reinsurance Company Limited,
Lincoln National Risk Management, Inc., Lincoln
National Structured Settlement, Inc., Old Fort
Insurance Company, Ltd., Personal Financial Resources,
Inc., Personal Investment Services, Inc., Professional
Financial Planning, Inc., Reliance Life Insurance
Company of Pittsburgh, Special Pooled Risk
Administrators, Inc. and Underwriters & Management
Services, Inc.; Vice President, Secretary and Director
of Lincoln National Foundation, Inc.; Secretary and
Assistant Vice President of Lincoln National
Corporation and The National Life Insurance Company;
and Assistant Secretary of Lincoln National Aggressive
Growth Fund, Inc., Lincoln National Bond Fund, Inc.,
Lincoln National Capital Appreciation Fund, Inc.,
Lincoln National Equity-Income Fund, Inc., Lincoln
National Global Asset Allocation Fund, Inc., Lincoln
National Growth and Income Fund, Inc., Lincoln
National International Fund, Inc., Lincoln National
Managed Fund, Inc., Lincoln National Money Market
Fund, Inc., Lincoln National Social Awareness Fund,
Inc., Lincoln National Special Opportunities Fund,
Inc. and Lincoln National Variable Annuity Funds A &
B.
*Business address is 200 East Berry Street, Fort Wayne, IN 46802.
xxi
<PAGE>
Form N-1A
File No. 33-40991
Delaware Pooled Trust, Inc.
Item 29. Principal Underwriters.
----------------------
(a) Delaware Distributors, L.P. serves as principal underwriter for
all the mutual funds in the Delaware Group.
(b) Information with respect to each director, officer or partner
of principal underwriter:
<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address* with Underwriter with Registrant
- ------------------ --------------------- ---------------------
<S> <C> <C>
Delaware Distributors, Inc. General Partner None
Delaware Management Limited Partner Investment Manager to
Company, Inc. The Defensive Equity,
The Aggressive Growth,
The Fixed Income,
The Limited-Term
Maturity, The Defensive
Equity Small/Mid-Cap,
The Defensive Equity
Utility, The High-Yield
Bond and The Real Estate
Investment Trust
Portfolios
Delaware Investment
Counselors, Inc. Limited Partner None
Winthrop S. Jessup Vice Chairman President and Chief
Executive Officer
Keith E. Mitchell President and Chief None
Executive Officer
David K. Downes Senior Vice President and Senior Vice President/
Chief Administrative Officer Chief Administrative
Officer/Chief Financial
Officer
</TABLE>
* Business address of each is 1818 Market Street, Philadelphia, PA 19103.
xxii
<PAGE>
Form N-1A
File No. 33-40991
Delaware Pooled Trust, Inc.
<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
National Sales Manager
Stephen H. Slack Senior Vice President/ None
Wholesaler
William F. Hostler Senior Vice President/ None
Marketing Services
Minette van Noppen Senior Vice President/ None
Retirement Services
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
Joseph H. Hastings Vice President/ Vice President/
Corporate Controller Corporate Controller
Michael P. Bishof Vice President/Treasurer Vice President/Treasurer
Lisa O. Brinkley Vice President/ Vice President/
Compliance Compliance
Rosemary E. Milner Vice President/Legal Vice President/Legal
Diane M. Anderson Vice President/ None
Retirement Services
</TABLE>
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
xxiii
<PAGE>
Form N-1A
File No. 33-40991
Delaware Pooled Trust, Inc.
<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address* with Underwriter with Registrant
- ------------------ --------------------- ---------------------
<S> <C> <C>
Denise F. Guerriere Vice President/Client Services None
Julia R. Vander Els Vice President/ None
Retirement Services
Jerome J. Alrutz Vice President/ None
Retirement Services
Martin J. Cole Vice President/ None
Retirement Services
Joanne A. Mettenheimer Vice President/ None
National Accounts
Christopher H. Price Vice President/Annuity None
Marketing & Administration
Thomas S. Butler Vice President/ None
DDI Administration
Frank Albanese 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
Robert M. Frank Vice President/Wholesaler None
Douglas R. Glennon Vice President/Wholesaler None
Alan D. Kessler Vice President/Wholesaler None
William M. Kimbrough Vice President/Wholesaler None
Mac McAuliffe Vice President/Wholesaler None
</TABLE>
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
xxiv
<PAGE>
Form N-1A
File No. 33-40991
Delaware Pooled Trust, Inc.
<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address* with Underwriter with Registrant
- ------------------ --------------------- ---------------------
<S> <C> <C>
Patrick L. Murphy Vice President/Wholesaler None
Henry W. Orvin Vice President/Wholesaler None
Philip G. Rickards Vice President/Wholesaler None
Dion D. Rooney Vice President/Wholesaler None
Michael W. Rose Vice President/Wholesaler None
Thomas E. Sawyer Vice President/Wholesaler None
Sanford G. Simmons, Jr. Vice President/Wholesaler None
Robert E. Stansbury Vice President/Wholesaler None
Larry D. Stone Vice President/Wholesaler None
</TABLE>
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
(c) Not Applicable.
Item 30. Location of Accounts and Records.
--------------------------------
All accounts and records are maintained in the Philadelphia office -
1818 Market Street, Philadelphia, PA 19103 or One Commerce Square,
Philadelphia, PA 19103.
Item 31. Management Services. None.
-------------------
Item 32. Undertakings.
------------
(a) Not Applicable.
(b) The Registrant hereby undertakes to file a post-effective
amendment, using financial statements which need not be
certified, within four to six months from the initial public
offering of shares of The Defensive Equity Small/Mid-Cap, The
Defensive Equity Utility, The High-Yield Bond, The Labor Select
International Equity and The Real Estate Investment Trust
Portfolios.
xxv
<PAGE>
Form N-1A
File No. 33-40991
Delaware Pooled Trust, Inc.
(c) The Registrant 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.
xvi
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, this Registrant certifies that it meets all 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 21st day of November, 1995.
DELAWARE POOLED TRUST, INC.
By /s/ Wayne A. Stork
-----------------------------
Wayne A. Stork
Chairman of the Board
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>
/s/ Wayne A. Stork Chairman of the Board
- -------------------------- and Director November 21, 1995
Wayne A. Stork
Senior Vice President/Chief Administrative
Officer/Chief Financial Officer (Principal
/s/ David K. Downes Financial Officer and Principal
- -------------------------- Accounting Officer) November 21, 1995
David K. Downes
/s/Walter P. Babich * Director November 21, 1995
- --------------------------
Walter P. Babich
/s/Anthony D. Knerr * Director November 21, 1995
- --------------------------
Anthony D. Knerr
/s/Ann R. Leven * Director November 21, 1995
- --------------------------
Ann R. Leven
/s/W. Thacher Longstreth * Director November 21, 1995
- --------------------------
W. Thacher Longstreth
/s/Charles E. Peck * Director November 21, 1995
- --------------------------
Charles E. Peck
</TABLE>
*By /s/ Wayne A. Stork
--------------------------------------------
Wayne A. Stork
as Attorney-in-Fact for
each of the persons indicated
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Exhibits
to
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Exhibit
- ----------- -------
<S> <C>
EX-99.B1B Executed copy of Articles Supplementary (November 28,1995)
EX-99.B5A Forms of Investment Management Agreements (November 30,
1995) between Delaware Management Company, Inc. and the
Registrant on behalf of The Defensive Equity Small/Mid-Cap,
The Defensive Equity Utility and The High-Yield Bond
Portfolios
EX-99.B5B Form of Investment Management Agreement (November 30, 1995)
between Delaware International Advisers Ltd. and the
Registrant on behalf of The Labor Select International
Equity Portfolio
EX-99.B5C Form of Investment Management Agreement (November 1995)
between Delaware Management Company, Inc. and the
Registrant on behalf of The Real Estate Investment Trust
Portfolio
EX-99.B5D Form of Sub-Advisory Agreement (November 30, 1995) between
Delaware Management Company, Inc. and Lincoln Investment
Management, Inc. on behalf of the Registrant for The Real
Estate Investment Trust Portfolio
EX-99.B6AI Forms of Distribution Agreements (April 3 1995) between
Delaware Distributors, L.P. and the Registrant on behalf of
The Defensive Equity, The Aggressive Growth, The
International Equity, The Global Fixed Income, The Fixed
Income, The Limited-Term Maturity and The International
Fixed Income Portfolios
EX-99.B6AII Forms of Distribution Agreements (November 1995) between
Delaware Distributors, L.P. and the Registrant on behalf of
The Defensive Equity Small/Mid-Cap, The Defensive Equity
Utility, The High-Yield Bond, The Labor Select
International and The Real Estate Investment Trust
Portfolios
EX-99.B8B Forms of Custodian Agreements November 29, 1995 for The
International Fixed Income, The Defensive Equity Small/Mid-
Cap, The Defensive Equity Utility, The High-Yield Bond, The
Labor Select International Equity and The Real Estate
Investment Trust Portfolios
EX-99.B9 Form of Third Amended and Restated Shareholders Services
Agreement (November 1995) between Delaware Service Company,
Inc. and the Registrant on behalf of each Portfolio
EX-99.B11 Consent of Auditors
</TABLE>
<PAGE>
EXHIBIT 24(B)(1)(B)
DELAWARE POOLED TRUST, INC.
ARTICLES SUPPLEMENTARY
TO
ARTICLES OF INCORPORATION
Delaware Pooled Trust, Inc., a Maryland corporation having its
principal office in Baltimore, Maryland (the "Corporation"), hereby certifies,
in accordance with Section 2-208 and Section 2-208.1 of the Maryland General
Corporation Law, to the State Department of Assessments and Taxation of Maryland
that:
FIRST: The Corporation has authority to issue a total of Five Hundred
Million (500,000,000) shares of common stock with a par value of One Cent
($0.01) per share of the Corporation (the "Common Stock"), having an aggregate
par value of Five Million Dollars ($5,000,000). Of such Five Hundred Million
(500,000,000) shares of Common Stock, Three Hundred Fifty Million (350,000,000)
shares have been allocated to the Corporation's existing series of Common Stock
as follows: Fifty Million (50,000,000) shares have been allocated to each of
The Defensive Equity Portfolio, The Aggressive Growth Portfolio, The
International Equity Portfolio, The Fixed Income Portfolio, The Limited-Term
Maturity Portfolio, The Global Fixed Income Portfolio and The International
Fixed Income Portfolio (each an "Existing Series").
SECOND: The Board of Directors of the Corporation, at a meeting held
on July 20, 1995, adopted resolutions increasing the aggregate number of shares
of Common Stock that the Corporation has authority to issue from 500 Million
(500,000,000) shares to One Billion (1,000,000,000) shares, designating five
additional series of the Corporation's Common Stock as The Defensive Equity
Small/Mid-Cap Portfolio, The Defensive Equity Utility Portfolio, The High-Yield
Bond Portfolio, The Labor Select International Equity Portfolio and The Real
Estate Investment Trust Portfolio (each a "New Series"), and classifying and
allocating Fifty Million (50,000,000) shares of authorized, unissued and
unclassified Common Stock to each such New Series.
THIRD: As a result of the aforesaid increase in the authorized Common
Stock and classifications, the Corporation has authority to issue One Billion
(1,000,000,000) shares of Common Stock, having an aggregate par value of Ten
Million Dollars ($10,000,000). Of such One Billion (1,000,000,000) shares of
Common Stock, Six Hundred Million (600,000,000) shares have been
1
<PAGE>
allocated to the series of the Common Stock as follows: Fifty Million
(50,000,000) shares have been allocated to each Existing Series and to each New
Series.
FOURTH: The holders of shares of each New Series shall each have the
rights and privileges, and shall be subject to the limitations and priorities
set forth in the Articles of Incorporation of the Corporation.
FIFTH: The shares of each New Series have been classified by the
Board of Directors pursuant to authority contained in the Articles of
Incorporation of the Corporation.
SIXTH: The Corporation is registered as an open-end company under
the Investment Company Act of 1940, as amended.
SEVENTH: The total number of shares of Common Stock that the
Corporation has authority to issue has been increased by the Board of Directors
in accordance with Section 2-105(c) of the Maryland General Corporation Law.
EIGHTH: These Articles Supplementary shall become effective on
November 28, 1995.
IN WITNESS WHEREOF, Delaware Pooled Trust, Inc. has caused these
Articles Supplementary to be signed in its name and on its behalf this 28th day
of November, 1995.
DELAWARE POOLED TRUST, INC.
By:/s/ George M Chamberlain, Jr.
------------------------------------
George M. Chamberlain, Jr.
Senior Vice President
ATTEST:
/s/ Eric E. Miller
- ------------------------------
Assistant Secretary
-2-
<PAGE>
THE UNDERSIGNED, Senior Vice President of DELAWARE POOLED TRUST, INC.,
who executed on behalf of the 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.
Senior Vice President
-3-
<PAGE>
Exhibit 24(B)(5)(A)
DELAWARE POOLED TRUST, INC.
THE ________________ PORTFOLIO
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, made by and between DELAWARE POOLED TRUST, INC., Maryland
corporation ("Fund") for THE ___________________ PORTFOLIO, (Portfolio") and
DELAWARE MANAGEMENT COMPANY, INC., a Delaware corporation ("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 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.
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 Portfolio's assets and to administer its
affairs, subject to the direction of the Board and officers of the Fund for the
period and on the terms hereinafter set forth. The Investment Manager hereby
accepts such employment and agrees during such period to render the services and
assume the obligations herein set forth for the compensation herein provided.
<PAGE>
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
Portfolio and shall give written instructions to the Trading Department
maintained by the Fund for implementation of such decisions and shall furnish
the Board of Directors of the Fund with such information and reports regarding
the Portfolio's 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 repurchase of shares; preparation of share
certificates; reports and notices to shareholders; calling and holding of
shareholders' meetings; miscellaneous office expenses; brokerage commissions;
custodian fees; legal and accounting fees; taxes; and federal and state
registration fees. Directors, officers and employees of the Investment Manager
may be directors, officers and employees of the funds of which Delaware
Management Company, Inc. is Investment
-2-
<PAGE>
Manager. Directors, officers and employees of the Investment Manager who are
directors, officers and/or employees of the funds shall not receive any
compensation from the funds for acting in such dual capacity.
In the conduct of the respective businesses of the parties hereto and in
the performance of this Agreement, the Fund and Investment Manager may share
facilities common to each, with appropriate proration of expenses between them.
3. (a) The Fund shall place and execute its own orders for the purchase
and sale of portfolio securities with broker/dealers. Subject to the primary
objective of obtaining the best available prices and execution, the Fund will
place orders for the purchase and sale of portfolio securities with such
broker/dealers selected from among those designated from time to time by the
Investment Manager, who provide 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 Management
Company, Inc. is Investment Manager, shall only receive orders for the purchase
or sale of portfolio securities to the extent that the placing of such orders is
in compliance with the Rules of the Securities and Exchange Commission and the
National Association of Securities Dealers, Inc.
-3-
<PAGE>
(b) Notwithstanding the provisions of subparagraph (a) above and subject
to such policies and procedures as may be adopted by the Board of Directors and
officers of the Fund, the Investment Manager may ask the Fund and the Fund may
agree to pay a member of an exchange, broker or dealer an amount of commission
for effecting a securities transaction in excess of the amount of commission
another member of an exchange, broker or dealer would have charged for effecting
that transaction, in such instances where it and the Investment Manager have
determined in good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services provided by such
member, broker or dealer, viewed in terms of either that particular transaction
or the Investment Manager's overall responsibilities with respect to the Fund
and to other funds and other advisory accounts for which the Investment Manager
exercises investment discretion.
4. 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 Portfolio's assets, a fee (at an annual
rate) equal to .__% of the daily average net assets of the Portfolio 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
-4-
<PAGE>
the month, and shall be payable within 10 days after the date of termination.
5. The services to be rendered by the Investment Manager to the Fund
under the provisions of this Agreement are not to be deemed to be exclusive, and
the Investment Manager shall be free to render similar or different services to
others so long as its ability to render the services provided for in this
Agreement shall not be impaired thereby.
6. The Investment Manager, its directors, officers, employees, agents and
shareholders may engage in other businesses, may render investment advisory
services to other investment companies, or to any other corporation,
association, firm or individual, and may render underwriting services to the
Fund or to any other investment company, corporation, association, firm or
individual.
7. In the absence of willful misfeasance, bad faith, gross negligence, or
a reckless disregard of the performance of duties of the Investment Manager to
the Fund, the Investment Manager shall not be subject to liabilities to the Fund
or to any shareholder of the Fund for any action or omission in the course of,
or connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security, or otherwise.
8. This Agreement shall be executed and become effective as of the date
written below if approved by the vote of a majority of the outstanding voting
securities of the Portfolio. It shall
-5-
<PAGE>
continue in effect for a period of two years and may be renewed thereafter only
so long as such renewal and continuance is specifically approved at least
annually by the Board of Directors or by vote of a majority of the outstanding
voting securities of the Portfolio and only if the terms and the renewal hereof
have been approved by the vote of a majority of the Directors of the Fund who
are not parties hereto or interested persons of any such party, cast in person
at a meeting called for the purpose of voting on such approval. No amendment to
this Agreement shall be effective unless the terms thereof have been approved by
the vote of a majority of the outstanding voting securities of the Portfolio and
by the vote of a majority of Directors of the Fund who are not parties to the
Agreement or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval. Notwithstanding the
foregoing, this Agreement may be terminated by the Fund at any time, without the
payment of a penalty, on sixty days' written notice to the Investment Manager of
the Fund's intention to do so, pursuant to action by the Board of Directors of
the Fund or pursuant to vote of a majority of the outstanding voting securities
of the Portfolio. 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
-6-
<PAGE>
termination, and except for the obligation of the Fund to pay to the Investment
Manager the fee provided in Paragraph 4 hereof, prorated to the date of
termination. This Agreement shall automatically terminate in the event of its
assignment.
9. This Agreement shall extend to and bind the heirs, executors,
administrators and successors of the parties hereto.
10. For the purposes of this Agreement, the terms "vote of a majority of
the outstanding voting securities"; "interested persons"; and "assignment" shall
have the meaning defined in the Investment Company Act of 1940.
-7-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused their corporate seals
to be affixed and duly attested and their presents to be signed by their duly
authorized officers the ____ day of ________, 1995.
Attest: DELAWARE POOLED TRUST, INC.
for THE ______________
PORTFOLIO
_____________________ By:_______________________________
Eric E. Miller Wayne A. Stork
Vice President/ Chairman of the Board
Assistant Secretary
Attest: DELAWARE MANAGEMENT COMPANY, INC.
_____________________ By:_______________________________
-8-
<PAGE>
Exhibit 24(B)(5)(B)
DELAWARE POOLED TRUST, INC.
THE LABOR SELECT INTERNATIONAL EQUITY PORTFOLIO
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, made by and between DELAWARE POOLED TRUST, INC., a Maryland
corporation ("Fund") for THE LABOR SELECT INTERNATIONAL EQUITY PORTFOLIO,
("Portfolio") and DELAWARE INTERNATIONAL ADVISERS LTD., a U.K. company
("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 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.
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 Portfolio's assets and to administer its affairs,
subject to the direction of the Board ad 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
<PAGE>
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
Portfolio, shall effect the purchase and sale of investments in furtherance of
the Portfolio's objectives and policies and shall furnish the Board of Directors
of the Fund with such information and reports regarding the Portfolio's
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 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
-2-
<PAGE>
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 Rules of the Securities and Exchange
Commission and the National Association of Securities Dealers, Inc.
(b) Notwithstanding the provisions of subparagraph (a) above and
subject to such policies and procedures as may be adopted by the Board of
Directors and officers of the Fund, the Investment Manager may ask the Fund and
the Fund may agree to pay a member of an exchange, broker or dealer an amount of
commission for effecting a securities transaction in excess of the amount of
commission another member of an exchange, broker or dealer would have charged
for effecting that transaction, in such instances where it and the Investment
Manager have determined in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research services
provided by such member, broker or dealer, viewed in terms of either that
particular transaction or the Investment Manager's overall responsibilities with
respect to the Fund and to other funds and other advisory
-3-
<PAGE>
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 Portfolio's assets, a fee (at a annual
rate) equal to .75% of the daily average net assets of the Portfolio during the
month.
If this Agreement is terminated prior to the end of any calendar month,
the management fee shall be prorated for the portion of any month in which this
Agreement is in effect according to the proportion which the number of calendar
days, during which the Agreement is in effect, bears to the number of calendar
days in the month, and shall be payable within 10 days after the date of
termination.
5. The services to be rendered by the Investment Manager to the Fund
under the provisions of this Agreement are not to be deemed to be exclusive, and
the Investment Manager shall be free to render similar or different services to
others so long as its ability to render the services provided for in this
Agreement shall not be impaired thereby.
6. The Investment Manager, its directors, officers, employees, agents
and shareholders may engage in other businesses, may render investment advisory
services to other investment companies, or to any other corporation,
association, firm or individual, and may render underwriting services to the
Fund or to
-4-
<PAGE>
any other investment company, corporation, association, firm or individual.
7. In the absence of willful misfeasance, bad faith, gross negligence,
or a reckless disregard of the performance of duties of the Investment Manager
to the Fund, the Investment Manager shall not be subject to liabilities to the
Fund or to any shareholder of the Fund for any action or omission in the course
of, or connected with, rendering services hereunder or for any losses that may
be sustained in the purchase, holding or sale of any security, or otherwise.
8. This Agreement shall be executed and become effective as of the date
written below if approved by the vote of a majority of the outstanding voting
securities of the Portfolio. It shall continue in effect for a period of two
years and may be renewed thereafter only so long as such renewal and continuance
is specifically approved at least annually by the Board of Directors or by vote
of a majority of the outstanding voting securities of the Portfolio and only if
the terms and the renewal hereof have been approved by the vote of a majority of
the Directors of the Fund who are not parties hereto or interested persons of
any such party, cast in person at a meeting called for the purpose of voting on
such approval. No amendment to this Agreement shall be effective unless the
terms thereof have been approved by the vote of a majority of the outstanding
voting securities of the Portfolio and by the vote of a majority of Directors of
the Fund who are not parties to the Agreement or interested persons of any such
party,
-5-
<PAGE>
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 Portfolio. The Investment Manager may
terminate this Agreement at any time, without the payment of a penalty on sixty
days' written notice to the Fund of its intention to do so. Upon termination of
this Agreement, the obligations of all the parties hereunder shall cease and
terminate as of the date of such termination, except for any obligation to
respond for a breach of this Agreement committed prior to such termination, and
except for the obligation of the Fund to pay to the Investment Manager the fee
provided in Paragraph 4 hereof, prorated to the date of termination. This
Agreement shall automatically terminate in the event of its assignment.
9. This Agreement shall extend to and bind the heirs, executors,
administrators and successors of the parties hereto.
10. For the purposes of this Agreement, the terms "vote of a majority of
the outstanding voting securities"; "interested persons; and "assignment" shall
have the meaning defined in the Investment Company Act of 1940.
-6-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused their corporate seals
to be affixed and duly attested and their presents to be signed by their duly
authorized officers the _____ day of ____________, 1995.
Attest: DELAWARE POOLED TRUST, INC.
for THE LABOR SELECT INTERNATIONAL
EQUITY PORTFOLIO
_____________________ By:_______________________________
Eric E. Miller Wayne A. Stork
Vice President/ Chairman of the Board
Assistant Secretary
Attest: DELAWARE INTERNATIONAL ADVISERS LTD.
_____________________ By:_______________________________
John Emberson David G. Tilles
Managing Director and
Chief Investment Officer
-7-
<PAGE>
Exhibit 24(B)(5)(c)
DELAWARE POOLED TRUST, INC.
THE REAL ESTATE INVESTMENT TRUST PORTFOLIO
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, made by and between DELAWARE POOLED TRUST, INC., Maryland
corporation ("Fund") for THE REAL ESTATE INVESTMENT TRUST PORTFOLIO,
(Portfolio") and DELAWARE MANAGEMENT COMPANY, INC., a Delaware corporation
("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 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.
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 Portfolio's assets and to administer its
affairs, subject to the direction of the Board and officers of the Fund for the
period and on the terms hereinafter set forth. The Investment Manager hereby
accepts such employment and agrees during such period to render the services and
assume the obligations herein set forth for the compensation herein provided.
The Investment Manager shall for all purposes herein, be deemed to be an
independent
<PAGE>
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 Portfolio
and shall give written instructions to the Trading Department maintained by the
Fund for implementation of such decisions and shall furnish the Board of
Directors of the Fund with such information and reports regarding the
Portfolio's 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 repurchase of shares; preparation of share
certificates; reports and notices to shareholders; calling and holding of
shareholders' meetings; miscellaneous office expenses; brokerage commissions;
custodian fees; legal and accounting fees; taxes; and federal and state
registration fees. Directors, officers and employees of the Investment Manager
may be directors, officers and employees of the funds of which Delaware
Management Company, Inc. is Investment Manager. Directors, officers and
employees of the Investment Manager who are directors, officers and/or employees
of the funds shall not receive any compensation from the funds for acting in
such dual capacity.
In the conduct of the respective businesses of the parties hereto and in
the performance of this Agreement, the Fund and Investment Manager may share
facilities common to each, with appropriate proration of expenses between them.
-2-
<PAGE>
3. (a) The Fund shall place and execute its own orders for the purchase
and sale of portfolio securities with broker/dealers. Subject to the primary
objective of obtaining the best available prices and execution, the Fund will
place orders for the purchase and sale of portfolio securities with such
broker/dealers selected from among those designated from time to time by the
Investment Manager, who provide statistical factual and financial information
and services to the Fund, to the Investment Manager[, to an affiliated
registered investment adviser] or to any other Fund for which the Investment
Manager [or an affiliated registered investment adviser] 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 [or an affiliated
registered investment adviser] provides investment advisory services.
Broker/dealers who sell shares of the funds of which Delaware Management
Company, Inc. is Investment Manager, shall only receive orders for the purchase
or sale of portfolio securities to the extent that the placing of such orders is
in compliance with the Rules of the Securities and Exchange Commission and the
National Association of Securities Dealers, Inc.
(b) Notwithstanding the provisions of subparagraph (a) above and subject
to such policies and procedures as may be adopted by the Board of Directors and
officers of the Fund, the Investment Manager may ask the Fund and the Fund may
agree to pay a member of an exchange, broker or dealer an amount of commission
for effecting a securities transaction in excess of the amount of commission
another member of an exchange, broker or dealer would have charged for effecting
that transaction, in such instances where it and the Investment Manager have
determined in good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services provided by such
member, broker or
-3-
<PAGE>
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 [or any affiliated
registered investment adviser] 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 Portfolio's assets, a fee (at an annual
rate) equal to .75% of the daily average net assets of the Portfolio during the
month.
If this Agreement is terminated prior to the end of any calendar month,
the management fee shall be prorated for the portion of any month in which this
Agreement is in effect according to the proportion which the number of calendar
days, during which the Agreement is in effect, bears to the number of calendar
days in the month, and shall be payable within 10 days after the date of
termination.
5. The Investment Manager may, at its expense, select and contract with
one or more registered investment advisers (the "Sub-Adviser") for the Portfolio
to perform some or all of the services for the Portfolio for which it is
responsible under the Agreement. The Investment Manager will compensate any
Sub-Adviser for its services to the Portfolio. The Investment Manager may
terminate the services of any Sub-Adviser at any time in its sole discretion,
and shall at such time assume the responsibilities of such Sub-Adviser unless
and until a successor Sub-Adviser is selected.
6. 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
-4-
<PAGE>
shall be free to render similar or different services to others so long as its
ability to render the services provided for in this Agreement shall not be
impaired thereby.
7. The Investment Manager, its directors, officers, employees, agents and
shareholders may engage in other businesses, may render investment advisory
services to other investment companies, or to any other corporation,
association, firm or individual, and may render underwriting services to the
Fund or to any other investment company, corporation, association, firm or
individual.
8. 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.
9. This Agreement shall be executed and become effective as of the date
written below if approved by the vote of a majority of the outstanding voting
securities of the Portfolio. It shall continue in effect for a period of two
years and may be renewed thereafter only so long as such renewal and continuance
is specifically approved at least annually by the Board of Directors or by vote
of a majority of the outstanding voting securities of the Portfolio and only if
the terms and the renewal hereof have been approved by the vote of a majority of
the Directors of the Fund who are not parties hereto or interested persons of
any such party, cast in person at a meeting called for the purpose of voting on
such approval. No amendment to this Agreement shall be effective unless the
terms thereof have been approved by the vote of a majority of the outstanding
voting securities of the Portfolio and by the vote of a majority of Directors of
the Fund who are
-5-
<PAGE>
not parties to the Agreement or interested persons of any such party, cast in
person at a meeting called for the purpose of voting on such approval.
Notwithstanding the foregoing, this Agreement may be terminated by the Fund at
any time, without the payment of a penalty, on sixty days' written notice to the
Investment Manager of the Fund's intention to do so, pursuant to action by the
Board of Directors of the Fund or pursuant to vote of a majority of the
outstanding voting securities of the Portfolio. The Investment Manager may
terminate this Agreement at any time, without the payment of a penalty on sixty
days' written notice to the Fund of its intention to do so. Upon termination of
this Agreement, the obligations of all the parties hereunder shall cease and
terminate as of the date of such termination, except for any obligation to
respond for a breach of this Agreement committed prior to such termination, and
except for the obligation of the Fund to pay to the Investment Manager the fee
provided in Paragraph 4 hereof, prorated to the date of termination. This
Agreement shall automatically terminate in the event of its assignment.
10. This Agreement shall extend to and bind the heirs, executors,
administrators and successors of the parties hereto.
11. For the purposes of this Agreement, the terms "vote of a majority of
the outstanding voting securities"; "interested persons"; and "assignment" shall
have the meaning defined in the Investment Company Act of 1940.
-6-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused their corporate seals
to be affixed and duly attested and their presents to be signed by their duly
authorized officers the ____ day of ________, 1995.
Attest: DELAWARE POOLED TRUST, INC.
for THE REAL ESTATE INVESTMENT TRUST
PORTFOLIO
_____________________ By:_______________________________
Wayne A. Stork
Chairman of the Board
Attest: DELAWARE MANAGEMENT COMPANY, INC.,
_____________________ By:_______________________________
David K. Downes
Senior Vice President/Chief
Administrative Officer/Chief
Financial Officer
-7-
<PAGE>
Exhibit 24(B)(5)(D)
DELAWARE POOLED TRUST, INC.
SUB-ADVISORY AGREEMENT
AGREEMENT, made by and between DELAWARE MANAGEMENT COMPANY, INC., A
DELAWARE corporation ("Investment Manager"), and LINCOLN INVESTMENT MANAGEMENT,
INC., AN ILLINOIS corporation ("Sub-Adviser").
W I T N E S S E T H:
WHEREAS, DELAWARE POOLED TRUST, INC., A MARYLAND corporation ("Fund"), on
behalf of The Real Estate Investment Trust Portfolio ("Portfolio"), 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 and the Fund have entered into an agreement
of even date herewith ("Investment Management Agreement") whereby the Investment
Manager will provide investment advisory services to the Fund on behalf of the
Portfolio; and
WHEREAS, the Investment Management Agreement permits the Investment Manager
to hire one or more sub-advisers to assist the Investment Manager in providing
investment advisory services to the Fund on behalf of the Portfolio; and
<PAGE>
WHEREAS, the Investment Manager and the Sub-Adviser are registered
Investment Advisers under the Investment Advisers Act of 1940 and engage in the
business of providing investment management 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 Investment Manager hereby employs the Sub-Adviser to furnish the
Investment Manager with investment recommendations, asset allocation advice,
research, economic analysis and other investment services with respect to
securities in which the Portfolio may invest, subject to the direction of the
Board and officers of the Fund for the period and on the terms hereinafter set
forth. The Sub-Adviser 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 Sub-Adviser 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 Sub-Adviser shall
furnish the Board of Directors of the Fund with such information and reports
regarding its activities as the Investment Manager deems appropriate or as the
Directors of the Fund may reasonably request.
2. Under the terms of the Investment Management Agreement, 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
-2-
<PAGE>
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 repurchase of shares;
preparation of share certificates; reports and notices to shareholders; calling
and holding of shareholders' meetings; miscellaneous office expenses; brokerage
commissions; custodian fees; legal and accounting fees; taxes; and federal and
state registration fees.
Directors, officers and employees of the Sub-Adviser may be directors,
officers and employees of other funds which have employed the Sub-Adviser as
sub-adviser or investment manager. Directors, officers and employees of the Sub-
Adviser who are Directors, officers and/or employees of the Fund shall not
receive any compensation from the Fund for acting in such dual capacity.
In the conduct of the respective business of the parties hereto and in the
performance of this Agreement, the Fund, the Investment Manager and the Sub-
Adviser may share facilities common to each, with appropriate proration of
expenses between and among them.
3. As compensation for the services to be rendered to the Fund by the Sub-
Adviser under the provisions of this Agreement, the Investment Manager shall pay
to the Sub-Adviser a monthly fee equal to 30% of the fee paid to the Investment
Manager under the terms of the Investment Management Agreement.
If this Agreement is terminated prior to the end of any calendar month, the
Sub-
-3-
<PAGE>
Advisory fee shall be prorated for the portion of any month in which this
Agreement is in effect according to the proportion which the number of calendar
days, during which the Agreement is in effect, bears to the number of calendar
days in the month, and shall be payable within 10 days after the date of
termination.
4. The services to be rendered by the Sub-Adviser to the Fund under the
provisions of this Agreement are not to be deemed to be exclusive, and the Sub-
Adviser 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.
5. The Sub-Adviser, 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.
The Investment Manager agrees that it shall not use the Sub-Adviser's name
or otherwise refer to the Sub-Adviser in any materials distributed to third
parties, including the Portfolio's Shareholders, without the prior written
consent of the Sub-Adivser.
6. In the absence of willful misfeasance, bad faith, gross negligence, or
a reckless disregard of the performance of duties of the Sub-Adviser to the
Fund, the Sub-Adviser 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.
7. This Agreement shall be executed and become effective as of the date
written below if approved by the vote of a majority of the outstanding voting
securities
-4-
<PAGE>
of the Portfolio. It shall continue in effect for a period of two years and may
be renewed thereafter only so long as such renewal and continuance is
specifically approved at least annually by the Board of Directors or by vote of
a majority of the outstanding voting securities of the Portfolio and only if the
terms and the renewal hereof have been approved by the vote of a majority of the
Directors of the Fund who are not parties hereto or interested persons of any
such party, cast in person at a meeting called for the purpose of voting on such
approval. No amendment to this Agreement shall be effective unless the terms
thereof have been approved by the vote of a majority of the outstanding voting
securities of the Portfolio and by the vote of a majority of Directors of the
Fund who are not parties to the Agreement or interested persons of any such
party, cast in person at a meeting called for the purpose of voting on such
approval. Notwithstanding the foregoing, this Agreement may be terminated by the
Investment Manager or the Fund at any time, without the payment of a penalty, on
sixty days' written notice to the Sub-Adviser, of the Investment Manager's or
the Fund's intention to do so, in the case of the Fund 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 Portfolio. The Sub-Adviser may terminate
this Agreement at any time, without the payment of a penalty on sixty days'
written notice to the Investment Manager and 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
-5-
<PAGE>
Investment Manager to pay to the Sub-Adviser the fee provided in Paragraph 4
hereof, prorated to the date of termination. This Agreement shall automatically
terminate in the event of its assignment. This Agreement shall automatically
terminate upon the termination of the Investment Management Agreement.
8. This Agreement shall extend to and bind the heirs, executors,
administrators and successors of the parties hereto.
9. For the purposes of this Agreement, the terms "vote of a majority of
the outstanding voting securities"; "interested person"; and "assignment" shall
have the meaning defined in the Investment Company Act of 1940.
-6-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused their corporate seals to
be affixed and duly attested and their presents to be signed by their duly
authorized officers as of the _____ day of ___________, 1995.
DELAWARE MANAGEMENT COMPANY, INC.
By:________________________________
Attest:____________________________
LINCOLN INVESTMENT MANAGEMENT, INC.
By:________________________________
Attest:____________________________
Agreed to and accepted as of the
day and year first above written:
DELAWARE POOLED TRUST, INC.
on behalf of The Real Estate Investment
Trust Portfolio
By:__________________________________________
Attest:______________________________________
-7-
<PAGE>
Exhibit 24(b)(6)(ii)
DELAWARE POOLED TRUST, INC.
THE GLOBAL FIXED INCOME PORTFOLIO
DISTRIBUTION AGREEMENT
Agreement made as of this 3rd day of April, 1995 by and between DELAWARE
POOLED TRUST, INC., a Maryland corporation (the "Fund") for THE GLOBAL FIXED
INCOME PORTFOLIO (the "Portfolio"), and DELAWARE DISTRIBUTORS, L.P. (the
"Distributor"), a Delaware limited partnership.
WITNESSETH
----------
WHEREAS, the Fund is a series 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 and the Distributor (or its predecessor) where the
parties to a contract dated November 2, 1992 under which the Distributor acted
as the national distributor of the Portfolio, and
WHEREAS, Delaware Management Holdings, Inc. ("Holdings"), the indirect
parent company of the Distributor's corporate General Partner, completed a
merger transaction with a newly-
<PAGE>
formed subsidiary of Lincoln National Corporation, pursuant to which Holdings
became a wholly-owned subsidiary of Lincoln National Corporation, and
WHEREAS, the merger transaction resulted in a change of control of the
Distributor and an automatic termination of the latter Agreement, and
WHEREAS, the Board of Directors of the Fund has determined to enter into a
new agreement with the Distributor as of the date hereof, pursuant to which the
Distributor shall continue to be the national distributor of the Portfolio's
shares 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
Portfolio shares and, in connection therewith and as agent for the
Fund and not as principal, to advertise, promote, offer and sell
Portfolio shares to certain large institutional investors.
2. The Distributor agrees to serve as distributor of Portfolio shares
and, as agent for the Fund and not as principal, to advertise, promote
and use its best efforts to sell Portfolio shares wherever their sale
is legal, either through dealers or otherwise, in such manner, not
inconsistent with the law and the provisions of this Contract and the
Fund's Registration
-2-
<PAGE>
Statement under the Securities Act of 1933 and the Prospectus
contained therein as may be determined by the Fund from time to time.
The Distributor will bear all costs of financing any activity which is
primarily intended to result in the sale of Portfolio 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 Portfolio 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 Portfolio shares as the Distributor shall require from
time to time, all subject to the further provisions of this
Contract, and except with the Distributor's written consent or as
provided in Paragraph 3(b) hereof, it will not sell Portfolio
shares other than through the efforts of the Distributor.
(b) The Fund reserves the right from time to time (1) 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 shareholders, or to pay dividends in cash
or stock at the option of its stockholders, or to sell stock to
existing
-3-
<PAGE>
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 Portfolio shares which it will sell
through the Distributor are, or will be, properly registered with
the Securities and Exchange Commission ("SEC").
(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.
(b) The Fund will register or qualify Portfolio shares for sales in
such states as is deemed desirable.
-4-
<PAGE>
(c) The Fund, without expense to the Distributor,
(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 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;
-5-
<PAGE>
(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 efforts to keep a
sufficient supply of Portfolio shares authorized, any
increases being subject to approval of the Fund's
shareholders;
(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,
-6-
<PAGE>
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) such periodic, interim
and any other reports as are now, or as hereafter may be,
required by the provisions of the Investment Company Act of
1940; and
(8) will, for the purpose of computing the offering price of
Portfolio shares, advise the Distributor within one hour
after the close of 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 Portfolio 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 Fund as of the close of
-7-
<PAGE>
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
Portfolio shares. The Distributor also agrees that the Distributor
will submit such sales literature and advertisements to the NASD, 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 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 net asset
value per share of Portfolio shares outstanding, determined by the
Fund in accordance with
-8-
<PAGE>
any applicable provision of law and the provisions of its Articles of
Incorporation and in accordance with Rule 26(e) of 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 Portfolio 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 Portfolio
shares and payment for such orders shall be directed to the Fund for
acceptance or to the Fund's agent, Delaware Service Company, Inc.
("DSC") for acceptance on behalf of the Fund. The Distributor is not
empowered to approve orders for sales of Portfolio shares or accept
payment for such orders. Sales of Portfolio shares shall be deemed to
be made when and where accepted by the Fund or by DSC on behalf of the
Fund.
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
-9-
<PAGE>
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
Portfolio shares with the various states and with the SEC.
(e) The Distributor will pay the costs of any additional copies of
the Fund reports and other 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 Contract. The Distributor may serve as
distributor for and promote the distribution of and sell and offer for
sale the securities of other investment companies.
11. The Fund agrees to indemnify, defend and hold harmless from the assets
of the Portfolio, the Distributor and
-10-
<PAGE>
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 Contract.
12. Copies of financial reports, registration statements and prospectuses,
as well as demands, notices, requests, 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
-11-
<PAGE>
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 Contract 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 Contract 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 provision of this Contract is
intended or shall be construed to give any person other than the
parties hereto and their legal successors any legal or equitable
right, remedy or claim under or in respect of this Contract or any
provisions herein contained. The Distributor shall look only to the
assets of the Portfolio to meet the obligations of, or claims against,
the Fund under this Contract 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 this Agreement and
-12-
<PAGE>
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 Portfolio 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 SEC 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
-13-
<PAGE>
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 Portfolio shares
are not qualified for sale. The Fund may also terminate this
Contract at any time upon 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.
-14-
<PAGE>
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.,
General Partner
Attest
____________________________ By:__________________________
Name: Name:
Title: Title:
DELAWARE POOLED TRUST, INC.
for THE GLOBAL FIXED INCOME
PORTFOLIO
Attest:
___________________________ By:________________________________
Name: Name:
Title: Title:
-15-
<PAGE>
DELAWARE POOLED TRUST, INC.
THE INTERNATIONAL FIXED INCOME PORTFOLIO
DISTRIBUTION AGREEMENT
Agreement made as of this 3rd day of April, 1995 by and between DELAWARE
POOLED TRUST, INC., a Maryland corporation (the "Fund") for THE INTERNATIONAL
FIXED INCOME PORTFOLIO (the "Portfolio"), and DELAWARE DISTRIBUTORS, L.P. (the
"Distributor"), a Delaware limited partnership.
WITNESSETH
----------
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 and the Distributor (or its predecessor) were the
parties to a contract dated [DATE] under which the Distributor acted as the
national distributor of the Portfolio, and
WHEREAS, Delaware Management Holdings, Inc. ("Holdings"), the indirect
parent company of the Distributor's corporate General Partner, completed a
merger transaction with a newly-formed subsidiary of Lincoln National
Corporation, pursuant
<PAGE>
to which Holdings became a wholly-owned subsidiary of Lincoln National
Corporation, and
WHEREAS, the merger transaction resulted in a change of control of
the Distributor and an automatic termination of the latter Agreement, and
WHEREAS, the Board of Directors of the Fund has determined to enter
into a new agreement with the Distributor as of the date hereof, pursuant to
which the Distributor shall continue to be the national distributor of the
Portfolio's shares 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
Portfolio shares and, in connection therewith and as agent for the
Fund and not as principal, to advertise, promote, offer and sell
Portfolio shares to certain large institutional investors.
2. The Distributor agrees to serve as distributor of Portfolio shares
and, as agent for the Fund and not as principal, to advertise, promote
and use its best efforts to sell Portfolio shares wherever their sale
is legal, either through dealers or otherwise, in such manner, not
inconsistent with the law and the provisions of this Contract and the
Fund's Registration Statement under the Securities Act of 1933 and the
-2-
<PAGE>
Prospectus contained therein as may be determined by the Fund from
time to time. The Distributor will bear all costs of financing any
activity which is primarily intended to result in the sale of
Portfolio 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 Portfolio 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 Portfolio shares as the Distributor shall require from
time to time, all subject to the further provisions of this
Contract, and except with the Distributor's written consent or as
provided in Paragraph 3(b) hereof, it will not sell Portfolio
shares other than through the efforts of the Distributor.
(b) The Fund reserves the right from time to time (1) 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 shareholders, 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
-3-
<PAGE>
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 Portfolio shares which it will sell
through the Distributor are, or will be, properly registered with
the Securities and Exchange Commission ("SEC").
(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.
(b) The Fund will register or qualify Portfolio shares for sales in
such states as is deemed desirable.
(c) The Fund, without expense to the Distributor,
-4-
<PAGE>
(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 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
-5-
<PAGE>
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 efforts to keep a
sufficient supply of Portfolio shares authorized, any
increases being subject to approval of the Fund's
shareholders;
(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
-6-
<PAGE>
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) such periodic, interim
and any other reports as are now, or as hereafter may be,
required by the provisions of the Investment Company Act of
1940; and
(8) will, for the purpose of computing the offering price of
Portfolio shares, advise the Distributor within one hour
after the close of 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 Portfolio 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 Fund as of the close of
business on such business day. In the event
-7-
<PAGE>
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 by use by others in connection with the sale of
Portfolio shares. The Distributor also agrees that the Distributor
will submit such sales literature and advertisements to the NASD, 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 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 net asset
value per share of Portfolio shares outstanding, determined by the
Fund in accordance with any applicable provision of law and the
provisions of
-8-
<PAGE>
its Articles of Incorporation and in accordance with Rule 26(e) of 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 Portfolio 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 Portfolio
shares and payment for such orders shall be directed to the Fund for
acceptance or to the Fund's agent, Delaware Service Company, Inc.
("DSC") for acceptance on behalf of the Fund. The Distributor is not
empowered to approve orders for sales of Portfolio shares or accept
payment for such orders. Sales of Portfolio shares shall be deemed to
be made when and where accepted by the Fund or by DSC on behalf of the
Fund.
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
-9-
<PAGE>
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
Portfolio shares with the various states and with the SEC.
(e) The Distributor will pay the costs of any additional copies of
the Fund reports and other 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 Contract. The Distributor may serve as
distributor for and promote the distribution of and sell and offer for
sale the securities of other investment companies.
11. The Fund agrees to indemnify, defend and hold harmless from the assets
of the Portfolio, the Distributor and each person, if any, who
controls the Distributor
-10-
<PAGE>
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 Contract.
12. Copies of financial reports, registration statements and prospectuses,
as well as demands, notices, requests, 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,
-11-
<PAGE>
or at such other address as the Fund or the Distributor may designate
in writing and furnish to the other.
13. This Contract 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 Contract 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 provision of this Contract is
intended or shall be construed to give any person other than the
parties hereto and their legal successors any legal or equitable
right, remedy or claim under or in respect of this Contract or any
provisions herein contained. The Distributor shall look only to the
assets of the Portfolio to meet the obligations of, or claims against,
the Fund under this Contract 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 this Agreement and from year to year thereafter,
but only so long as
-12-
<PAGE>
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 Portfolio 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 SEC 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
-13-
<PAGE>
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 Portfolio shares
are not qualified for sale. The Fund may also terminate this
Contract at any time upon 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
-14-
<PAGE>
determination shall not affect the remainder of the Contract, which
shall continue to be in force.
DELAWARE DISTRIBUTORS, L.P.
By: DELAWARE DISTRIBUTORS, INC.
General Partner
Attest
By:
- --------------------------- ---------------------------
Name: Name:
Title: Title:
DELAWARE POOLED TRUST, INC. for THE INTERNATIONAL
FIXED INCOME PORTFOLIO
By:
- ------------------------- -------------------------------
Name: Name:
Title: Title:
-15-
<PAGE>
DELAWARE POOLED TRUST, INC.
THE INTERNATIONAL EQUITY PORTFOLIO
DISTRIBUTION AGREEMENT
Agreement made as of this 3rd day of April, 1995 by and between DELAWARE
POOLED TRUST, INC., a Maryland corporation (the "Fund") for THE INTERNATIONAL
EQUITY PORTFOLIO (the "Portfolio"), and DELAWARE DISTRIBUTORS, L.P. (the
"Distributor"), a Delaware limited partnership.
WITNESSETH
----------
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 and the Distributor (or its predecessor) were the
parties to a contract dated November 12, 1991 under which the Distributor acted
as the national distributor of the Portfolio, and
WHEREAS, Delaware Management Holdings, Inc. ("Holdings"), the indirect
parent company of the Distributor's corporate General Partner, completed a
merger transaction with a
<PAGE>
newly-formed subsidiary of Lincoln National Corporation, pursuant to which
Holdings became a wholly-owned subsidiary of Lincoln National Corporation, and
WHEREAS, the merger transaction resulted in a change of control of
the Distributor and an automatic termination of the latter Agreement, and
WHEREAS, the Board of Directors of the Fund has determined to enter
into a new agreement with the Distributor as of the date hereof, pursuant to
which the Distributor shall continue to be the national distributor of the
Portfolio's shares 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
Portfolio shares and, in connection therewith and as agent for the
Fund and not as principal, to advertise, promote, offer and sell
Portfolio shares to certain large institutional investors.
2. The Distributor agrees to serve as distributor of Portfolio shares
and, as agent for the Fund and not as principal, to advertise, promote
and use its best efforts to sell Portfolio shares wherever their sale
is legal, either through dealers or otherwise, in such manner, not
inconsistent with the law and the provisions of this Contract and the
Fund's Registration
-2-
<PAGE>
Statement under the Securities Act of 1933 and the Prospectus
contained therein as may be determined by the Fund from time to time.
The Distributor will bear all costs of financing any activity which is
primarily intended to result in the sale of Portfolio 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 Portfolio 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 Portfolio shares as the Distributor shall require from
time to time, all subject to the further provisions of this
Contract, and except with the Distributor's written consent or as
provided in Paragraph 3(b) hereof, it will not sell Portfolio
shares other than through the efforts of the Distributor.
(b) The Fund reserves the right from time to time (1) 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 shareholders, or to pay dividends in cash
or stock at the option of its stockholders, or to sell stock to
existing
-3-
<PAGE>
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 Portfolio shares which it will sell
through the Distributor are, or will be, properly registered with
the Securities and Exchange Commission ("SEC").
(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.
(b) The Fund will register or qualify Portfolio shares for sales in
such states as is deemed desirable.
-4-
<PAGE>
(c) The Fund, without expense to the Distributor,
(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 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;
-5-
<PAGE>
(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 efforts to keep a
sufficient supply of Portfolio shares authorized, any
increases being subject to approval of the Fund's
shareholders;
(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,
-6-
<PAGE>
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) such periodic, interim
and any other reports as are now, or as hereafter may be,
required by the provisions of the Investment Company Act of
1940; and
(8) will, for the purpose of computing the offering price of
Portfolio shares, advise the Distributor within one hour
after the close of 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 Portfolio 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 Fund as of the close of
-7-
<PAGE>
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 by use by others in connection with the sale of
Portfolio shares. The Distributor also agrees that the Distributor
will submit such sales literature and advertisements to the NASD, 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 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 net asset
value per share of Portfolio shares outstanding, determined by the
Fund in accordance with
-8-
<PAGE>
any applicable provision of law and the provisions of its Articles of
Incorporation and in accordance with Rule 26(e) of 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 Portfolio 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 Portfolio
shares and payment for such orders shall be directed to the Fund for
acceptance or to the Fund's agent, Delaware Service Company, Inc.
("DSC") for acceptance on behalf of the Fund. The Distributor is not
empowered to approve orders for sales of Portfolio shares or accept
payment for such orders. Sales of Portfolio shares shall be deemed to
be made when and where accepted by the Fund or by DSC on behalf of the
Fund.
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
-9-
<PAGE>
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
Portfolio shares with the various states and with the SEC.
(e) The Distributor will pay the costs of any additional copies of
the Fund reports and other 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 Contract. The Distributor may serve as
distributor for and promote the distribution of and sell and offer for
sale the securities of other investment companies.
11. The Fund agrees to indemnify, defend and hold harmless from the assets
of the Portfolio, the Distributor and
-10-
<PAGE>
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 Contract.
12. Copies of financial reports, registration statements and prospectuses,
as well as demands, notices, requests, 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
-11-
<PAGE>
Ten Penn Center Plaza, 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 Contract 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 Contract 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 provision of this Contract is
intended or shall be construed to give any person other than the
parties hereto and their legal successors any legal or equitable
right, remedy or claim under or in respect of this Contract or any
provisions herein contained. The Distributor shall look only to the
assets of the Portfolio to meet the obligations of, or claims against,
the Fund under this Contract and not to the holder of any share of the
Fund.
14. (a) This Contract shall remain in force for a period
-12-
<PAGE>
of two years from the date 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 Portfolio 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 SEC 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
-13-
<PAGE>
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 Portfolio shares are not qualified
for sale. The Fund may also terminate this Contract at any time
upon 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
-14-
<PAGE>
determination shall not affect the remainder of the Contract, which
shall continue to be in force.
DELAWARE DISTRIBUTORS, L.P.
By: DELAWARE DISTRIBUTORS, INC.
General Partner
Attest
____________________________ By:___________________________
Name: Name:
Title: Title:
DELAWARE POOLED TRUST, INC. for
THE INTERNATIONAL EQUITY PORTFOLIO
Attest
____________________________ By:_______________________________
Name: Name:
Title: Title:
-15-
<PAGE>
DELAWARE POOLED TRUST, INC.
THE LIMITED-TERM MATURITY PORTFOLIO
DISTRIBUTION AGREEMENT
Agreement made as of this 3rd day of April, 1995 by and between DELAWARE
POOLED TRUST, INC., a Maryland corporation (the "Fund") for THE LIMITED-TERM
MATURITY PORTFOLIO (the "Portfolio"), and DELAWARE DISTRIBUTORS, L.P. (the
"Distributor"), a Delaware limited partnership.
WITNESSETH
----------
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 and the Distributor (or its predecessor) were the
parties to a contract dated November 12, 1991 under which the Distributor acted
as the national distributor of the Portfolio, and
WHEREAS, Delaware Management Holdings, Inc. ("Holdings"), the indirect
parent company of the Distributor's corporate General Partner, completed a
merger transaction with a
<PAGE>
newly-formed subsidiary of Lincoln National Corporation, pursuant to which
Holdings became a wholly-owned subsidiary of Lincoln National Corporation, and
WHEREAS, the merger transaction resulted in a change of control of
the Distributor and an automatic termination of the latter Agreement, and
WHEREAS, the Board of Directors of the Fund has determined to enter
into a new agreement with the Distributor as of the date hereof, pursuant to
which the Distributor shall continue to be the national distributor of the
Portfolio's shares 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
Portfolio shares and, in connection therewith and as agent for the
Fund and not as principal, to advertise, promote, offer and sell
Portfolio shares to certain large institutional investors.
2. The Distributor agrees to serve as distributor of Portfolio shares
and, as agent for the Fund and not as principal, to advertise, promote
and use its best efforts to sell Portfolio shares wherever their sale
is legal, either through dealers or otherwise, in such manner, not
inconsistent with the law and the provisions of this Contract and the
Fund's Registration
-2-
<PAGE>
Statement under the Securities Act of 1933 and the Prospectus
contained therein as may be determined by the Fund from time to time.
The Distributor will bear all costs of financing any activity which is
primarily intended to result in the sale of Portfolio 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 Portfolio 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 Portfolio shares as the Distributor shall require from
time to time, all subject to the further provisions of this
Contract, and except with the Distributor's written consent or as
provided in Paragraph 3(b) hereof, it will not sell Portfolio
shares other than through the efforts of the Distributor.
(b) The Fund reserves the right from time to time (1) 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 shareholders, or to pay dividends in cash
or stock at the option of its stockholders, or to sell stock to
existing
-3-
<PAGE>
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 Portfolio shares which it will sell
through the Distributor are, or will be, properly registered
with the Securities and Exchange Commission ("SEC").
(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.
(b) The Fund will register or qualify Portfolio shares for sales
in such states as is deemed desirable.
-4-
<PAGE>
(c) The Fund, without expense to the Distributor,
(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 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;
-5-
<PAGE>
(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 efforts to keep a
sufficient supply of Portfolio shares authorized, any
increases being subject to approval of the Fund's
shareholders;
(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,
-6-
<PAGE>
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) such periodic,
interim and any other reports as are now, or as
hereafter may be, required by the provisions of the
Investment Company Act of 1940; and
(8) will, for the purpose of computing the offering price
of Portfolio shares, advise the Distributor within one
hour after the close of 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 Portfolio 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 Fund
as of the close of
-7-
<PAGE>
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 by use by others in connection with the sale of
Portfolio shares. The Distributor also agrees that the Distributor
will submit such sales literature and advertisements to the NASD, 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 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 net asset
value per share of Portfolio shares outstanding, determined by the
Fund in accordance with
-8-
<PAGE>
any applicable provision of law and the provisions of its Articles of
Incorporation and in accordance with Rule 26(e) of 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 Portfolio 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 Portfolio
shares and payment for such orders shall be directed to the Fund for
acceptance or to the Fund's agent, Delaware Service Company, Inc.
("DSC") for acceptance on behalf of the Fund. The Distributor is not
empowered to approve orders for sales of Portfolio shares or accept
payment for such orders. Sales of Portfolio shares shall be deemed to
be made when and where accepted by the Fund or by DSC on behalf of the
Fund.
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
-9-
<PAGE>
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
Portfolio shares with the various states and with the SEC.
(e) The Distributor will pay the costs of any additional copies of
the Fund reports and other 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 Contract. The Distributor may serve as
distributor for and promote the distribution of and sell and offer for
sale the securities of other investment companies.
11. The Fund agrees to indemnify, defend and hold harmless from the assets
of the Portfolio, the Distributor and
-10-
<PAGE>
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 Contract.
12. Copies of financial reports, registration statements and prospectuses,
as well as demands, notices, requests, 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
-11-
<PAGE>
Ten Penn Center Plaza, 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 Contract 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 Contract 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 provision of this Contract is
intended or shall be construed to give any person other than the
parties hereto and their legal successors any legal or equitable
right, remedy or claim under or in respect of this Contract or any
provisions herein contained. The Distributor shall look only to the
assets of the Portfolio to meet the obligations of, or claims against,
the Fund under this Contract and not to the holder of any share of the
Fund.
14. (a) This Contract shall remain in force for a period
-12-
<PAGE>
of two years from the date 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 Portfolio 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 SEC 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
-13-
<PAGE>
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 Portfolio shares are not qualified
for sale. The Fund may also terminate this Contract at any time
upon 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
-14-
<PAGE>
determination shall not affect the remainder of the Contract, which
shall continue to be in force.
DELAWARE DISTRIBUTORS, L.P.
By: DELAWARE DISTRIBUTORS, INC.,
General Partner
Attest
___________________________ By:___________________________
Name: Name:
Title: Title:
DELAWARE POOLED TRUST, INC. for
THE LIMITED-TERM MATURITY PORTFOLIO
Attest
___________________________ By:___________________________
Name: Name:
Title: Title:
-15-
<PAGE>
DELAWARE POOLED TRUST, INC.
THE FIXED INCOME PORTFOLIO
DISTRIBUTION AGREEMENT
Agreement made as of this 3rd day of April, 1995 by and between DELAWARE
POOLED TRUST, INC., a Maryland corporation (the "Fund") for THE FIXED INCOME
PORTFOLIO (the "Portfolio"), and DELAWARE DISTRIBUTORS, L.P. (the
"Distributor"), a Delaware limited partnership.
WITNESSETH
----------
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 and the Distributor (or its predecessor) were the
parties to a contract dated November 12, 1991 under which the Distributor acted
as the national distributor of the Portfolio, and
WHEREAS, Delaware Management Holdings, Inc. ("Holdings"), the indirect
parent company of the Distributor's corporate General Partner, completed a
merger transaction with a
<PAGE>
newly-formed subsidiary of Lincoln National Corporation, pursuant to which
Holdings became a wholly-owned subsidiary of Lincoln National Corporation, and
WHEREAS, the merger transaction resulted in a change of control of
the Distributor and an automatic termination of the latter Agreement, and
WHEREAS, the Board of Directors of the Fund has determined to enter
into a new agreement with the Distributor as of the date hereof, pursuant to
which the Distributor shall continue to be the national distributor of the
Portfolio's shares 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
Portfolio shares and, in connection therewith and as agent for the
Fund and not as principal, to advertise, promote, offer and sell
Portfolio shares to certain large institutional investors.
2. The Distributor agrees to serve as distributor of Portfolio shares
and, as agent for the Fund and not as principal, to advertise, promote
and use its best efforts to sell Portfolio shares wherever their sale
is legal, either through dealers or otherwise, in such manner, not
inconsistent with the law and the provisions of this Contract and the
Fund's Registration
-2-
<PAGE>
Statement under the Securities Act of 1933 and the Prospectus
contained therein as may be determined by the Fund from time to time.
The Distributor will bear all costs of financing any activity which is
primarily intended to result in the sale of Portfolio 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 Portfolio 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 Portfolio shares as the Distributor shall require from
time to time, all subject to the further provisions of this
Contract, and except with the Distributor's written consent or as
provided in Paragraph 3(b) hereof, it will not sell Portfolio
shares other than through the efforts of the Distributor.
(b) The Fund reserves the right from time to time (1) 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 shareholders, or to pay dividends in cash
or stock at the option of its stockholders, or to sell stock to
existing
-3-
<PAGE>
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 Portfolio shares which it will sell
through the Distributor are, or will be, properly registered with
the Securities and Exchange Commission ("SEC").
(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.
(b) The Fund will register or qualify Portfolio shares for sales in
such states as is deemed desirable.
-4-
<PAGE>
(c) The Fund, without expense to the Distributor,
(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 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;
-5-
<PAGE>
(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 efforts to keep a
sufficient supply of Portfolio shares authorized, any
increases being subject to approval of the Fund's
shareholders;
(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,
-6-
<PAGE>
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) such periodic, interim
and any other reports as are now, or as hereafter may be,
required by the provisions of the Investment Company Act of
1940; and
(8) will, for the purpose of computing the offering price of
Portfolio shares, advise the Distributor within one hour
after the close of 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 Portfolio 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 Fund as of the close of
-7-
<PAGE>
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 by use by others in connection with the sale of
Portfolio shares. The Distributor also agrees that the Distributor
will submit such sales literature and advertisements to the NASD, 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 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 net asset
value per share of Portfolio shares outstanding, determined by the
Fund in accordance with
-8-
<PAGE>
any applicable provision of law and the provisions of its Articles of
Incorporation and in accordance with Rule 26(e) of 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 Portfolio 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 Portfolio
shares and payment for such orders shall be directed to the Fund for
acceptance or to the Fund's agent, Delaware Service Company, Inc.
("DSC") for acceptance on behalf of the Fund. The Distributor is not
empowered to approve orders for sales of Portfolio shares or accept
payment for such orders. Sales of Portfolio shares shall be deemed to
be made when and where accepted by the Fund or by DSC on behalf of the
Fund.
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
-9-
<PAGE>
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
Portfolio shares with the various states and with the SEC.
(e) The Distributor will pay the costs of any additional copies of
the Fund reports and other 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 Contract. The Distributor may serve as
distributor for and promote the distribution of and sell and offer for
sale the securities of other investment companies.
11. The Fund agrees to indemnify, defend and hold harmless from the assets
of the Portfolio, the Distributor and
-10-
<PAGE>
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 Contract.
12. Copies of financial reports, registration statements and prospectuses,
as well as demands, notices, requests, 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
-11-
<PAGE>
Ten Penn Center Plaza, 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 Contract 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 Contract 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 provision of this Contract is
intended or shall be construed to give any person other than the
parties hereto and their legal successors any legal or equitable
right, remedy or claim under or in respect of this Contract or any
provisions herein contained. The Distributor shall look only to the
assets of the Portfolio to meet the obligations of, or claims against,
the Fund under this Contract and not to the holder of any share of the
Fund.
-12-
<PAGE>
14. (a) This Contract shall remain in force for a period of two years
from the date 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 Portfolio 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 SEC 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.
-13-
<PAGE>
(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 Portfolio shares are not qualified for sale. The Fund
may also terminate this Contract at any time upon 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.
-14-
<PAGE>
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.
General Partner
Attest
By:
- --------------------------- ---------------------------
Name: Name:
Title: Title:
DELAWARE POOLED TRUST, INC. for
THE FIXED INCOME PORTFOLIO
Attest
By:
- --------------------------- --------------------------------
Name: Name:
Title: Title:
-15-
<PAGE>
Exhibit 24(B)(6)(A)(I)
DELAWARE POOLED TRUST, INC.
THE DEFENSIVE EQUITY PORTFOLIO
DISTRIBUTION AGREEMENT
Agreement made as of this 3rd day of April, 1995 by and between DELAWARE
POOLED TRUST, INC., a Maryland corporation (the "Fund") for THE DEFENSIVE EQUITY
PORTFOLIO (the "Portfolio"), and DELAWARE DISTRIBUTORS, L.P. (the
"Distributor"), a Delaware limited partnership.
WITNESSETH
----------
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 and the Distributor (or its predecessor) were the
parties to a contract dated November 12, 1991 under which the Distributor acted
as the national distributor of the Portfolio, and
WHEREAS, Delaware Management Holdings, Inc. ("Holdings"), the indirect
parent company of the Distributor's corporate General Partner, completed a
merger transaction with a
<PAGE>
newly-formed subsidiary of Lincoln National Corporation, pursuant to which
Holdings became a wholly-owned subsidiary of Lincoln National Corporation, and
WHEREAS, the merger transaction resulted in a change of control of
the Distributor and an automatic termination of the latter Agreement, and
WHEREAS, the Board of Directors of the Fund has determined to enter
into a new agreement with the Distributor as of the date hereof, pursuant to
which the Distributor shall continue to be the national distributor of the
Portfolio's shares 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
Portfolio shares and, in connection therewith and as agent for the
Fund and not as principal, to advertise, promote, offer and sell
Portfolio shares to certain large institutional investors.
2. The Distributor agrees to serve as distributor of Portfolio shares
and, as agent for the Fund and not as principal, to advertise, promote
and use its best efforts to sell Portfolio shares wherever their sale
is legal, either through dealers or otherwise, in such manner, not
inconsistent with the law and the provisions of this Contract and the
Fund's Registration
-2-
<PAGE>
Statement under the Securities Act of 1933 and the Prospectus
contained therein as may be determined by the Fund from time to time.
The Distributor will bear all costs of financing any activity which is
primarily intended to result in the sale of Portfolio 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 Portfolio 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 Portfolio shares as the Distributor shall require from
time to time, all subject to the further provisions of this
Contract, and except with the Distributor's written consent or as
provided in Paragraph 3(b) hereof, it will not sell Portfolio
shares other than through the efforts of the Distributor.
(b) The Fund reserves the right from time to time (1) 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 shareholders, or to pay dividends in cash
or stock at the option of its stockholders, or to sell stock to
existing
-3-
<PAGE>
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 Portfolio shares which it will sell
through the Distributor are, or will be, properly registered with
the Securities and Exchange Commission ("SEC").
(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.
(b) The Fund will register or qualify Portfolio shares for sales in
such states as is deemed desirable.
-4-
<PAGE>
(c) The Fund, without expense to the Distributor,
(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 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;
-5-
<PAGE>
(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 efforts to keep a
sufficient supply of Portfolio shares authorized, any
increases being subject to approval of the Fund's
shareholders;
(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,
-6-
<PAGE>
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) such periodic, interim
and any other reports as are now, or as hereafter may be,
required by the provisions of the Investment Company Act of
1940; and
(8) will, for the purpose of computing the offering price of
Portfolio shares, advise the Distributor within one hour
after the close of 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 Portfolio 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 Fund as of the close of
-7-
<PAGE>
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 by use by others in connection with the sale of
Portfolio shares. The Distributor also agrees that the Distributor
will submit such sales literature and advertisements to the NASD, 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 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 net asset
value per share of Portfolio shares outstanding, determined by the
Fund in accordance with
-8-
<PAGE>
any applicable provision of law and the provisions of its Articles of
Incorporation and in accordance with Rule 26(e) of 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 Portfolio 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 Portfolio
shares and payment for such orders shall be directed to the Fund for
acceptance or to the Fund's agent, Delaware Service Company, Inc.
("DSC") for acceptance on behalf of the Fund. The Distributor is not
empowered to approve orders for sales of Portfolio shares or accept
payment for such orders. Sales of Portfolio shares shall be deemed to
be made when and where accepted by the Fund or by DSC on behalf of the
Fund.
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
-9-
<PAGE>
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
Portfolio shares with the various states and with the SEC.
(e) The Distributor will pay the costs of any additional copies of
the Fund reports and other 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 Contract. The Distributor may serve as
distributor for and promote the distribution of and sell and offer for
sale the securities of other investment companies.
11. The Fund agrees to indemnify, defend and hold harmless from the assets
of the Portfolio, the Distributor and
-10-
<PAGE>
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 Contract.
12. Copies of financial reports, registration statements and prospectuses,
as well as demands, notices, requests, 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
-11-
<PAGE>
Ten Penn Center Plaza, 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 Contract 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 Contract 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 provision of this Contract is
intended or shall be construed to give any person other than the
parties hereto and their legal successors any legal or equitable
right, remedy or claim under or in respect of this Contract or any
provisions herein contained. The Distributor shall look only to the
assets of the Portfolio to meet the obligations of, or claims against,
the Fund under this Contract and not to the holder of any share of the
Fund.
14. (a) This Contract shall remain in force for a period
-12-
<PAGE>
of two years from the date 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 Portfolio 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 SEC 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
-13-
<PAGE>
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 Portfolio shares are not qualified
for sale. The Fund may also terminate this Contract at any time
upon 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
-14-
<PAGE>
determination shall not affect the remainder of the Contract, which
shall continue to be in force.
DELAWARE DISTRIBUTORS, L.P.
By: DELAWARE DISTRIBUTORS, INC.
General Partner
Attest
By:
- --------------------------- ---------------------------
Name: Name:
Title: Title:
DELAWARE POOLED TRUST, INC. for
THE DEFENSIVE EQUITY PORTFOLIO
Attest
By:
- --------------------------- ---------------------------
Name: Name:
Title: Title:
-15-
<PAGE>
DELAWARE POOLED TRUST, INC.
THE AGGRESSIVE GROWTH PORTFOLIO
DISTRIBUTION AGREEMENT
Agreement made as of this 3rd day of April, 1995 by and between DELAWARE
POOLED TRUST, INC., a Maryland corporation (the "Fund") for THE AGGRESSIVE
GROWTH PORTFOLIO (the "Portfolio"), and DELAWARE DISTRIBUTORS, L.P. (the
"Distributor"), a Delaware limited partnership.
WITNESSETH
----------
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 and the Distributor (or its predecessor) were the
parties to a contract dated November 12, 1991 under which the Distributor acted
as the national distributor of the Portfolio, and
WHEREAS, Delaware Management Holdings, Inc. ("Holdings"), the indirect
parent company of the Distributor's corporate General Partner, completed a
merger transaction with a
<PAGE>
newly-formed subsidiary of Lincoln National Corporation, pursuant to which
Holdings became a wholly-owned subsidiary of Lincoln National Corporation, and
WHEREAS, the merger transaction resulted in a change of control of
the Distributor and an automatic termination of the latter Agreement, and
WHEREAS, the Board of Directors of the Fund has determined to enter
into a new agreement with the Distributor as of the date hereof, pursuant to
which the Distributor shall continue to be the national distributor of the
Portfolio's shares 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
Portfolio shares and, in connection therewith and as agent for the
Fund and not as principal, to advertise, promote, offer and sell
Portfolio shares to certain large institutional investors.
2. The Distributor agrees to serve as distributor of Portfolio shares
and, as agent for the Fund and not as principal, to advertise, promote
and use its best efforts to sell Portfolio shares wherever their sale
is legal, either through dealers or otherwise, in such manner, not
inconsistent with the law and the provisions of this Contract and the
Fund's Registration
-2-
<PAGE>
Statement under the Securities Act of 1933 and the Prospectus
contained therein as may be determined by the Fund from time to time.
The Distributor will bear all costs of financing any activity which is
primarily intended to result in the sale of Portfolio 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 Portfolio 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 Portfolio shares as the Distributor shall require from
time to time, all subject to the further provisions of this
Contract, and except with the Distributor's written consent or as
provided in Paragraph 3(b) hereof, it will not sell Portfolio
shares other than through the efforts of the Distributor.
(b) The Fund reserves the right from time to time (1) 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 shareholders, or to pay dividends in cash
or stock at the option of its stockholders, or to sell stock to
existing
-3-
<PAGE>
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 Portfolio shares which it will sell
through the Distributor are, or will be, properly registered with
the Securities and Exchange Commission ("SEC").
(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.
(b) The Fund will register or qualify Portfolio shares for sales in
such states as is deemed desirable.
-4-
<PAGE>
(c) The Fund, without expense to the Distributor,
(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 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;
-5-
<PAGE>
(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 efforts to keep a
sufficient supply of Portfolio shares authorized, any
increases being subject to approval of the Fund's
shareholders;
(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,
-6-
<PAGE>
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) such periodic, interim
and any other reports as are now, or as hereafter may be,
required by the provisions of the Investment Company Act of
1940; and
(8) will, for the purpose of computing the offering price of
Portfolio shares, advise the Distributor within one hour
after the close of 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 Portfolio 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 Fund as of the close of
-7-
<PAGE>
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 by use by others in connection with the sale of
Portfolio shares. The Distributor also agrees that the Distributor
will submit such sales literature and advertisements to the NASD, 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 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 net asset
value per share of Portfolio shares outstanding, determined by the
Fund in accordance with
-8-
<PAGE>
any applicable provision of law and the provisions of its Articles of
Incorporation and in accordance with Rule 26(e) of 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 Portfolio 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 Portfolio
shares and payment for such orders shall be directed to the Fund for
acceptance or to the Fund's agent, Delaware Service Company, Inc.
("DSC") for acceptance on behalf of the Fund. The Distributor is not
empowered to approve orders for sales of Portfolio shares or accept
payment for such orders. Sales of Portfolio shares shall be deemed to
be made when and where accepted by the Fund or by DSC on behalf of the
Fund.
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
-9-
<PAGE>
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
Portfolio shares with the various states and with the SEC.
(e) The Distributor will pay the costs of any additional copies of
the Fund reports and other 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 Contract. The Distributor may serve as
distributor for and promote the distribution of and sell and offer for
sale the securities of other investment companies.
11. The Fund agrees to indemnify, defend and hold harmless from the assets
of the Portfolio, the Distributor and
-10-
<PAGE>
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 Contract.
12. Copies of financial reports, registration statements and prospectuses,
as well as demands, notices, requests, 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
-11-
<PAGE>
Ten Penn Center Plaza, 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 Contract 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 Contract 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 provision of this Contract is
intended or shall be construed to give any person other than the
parties hereto and their legal successors any legal or equitable
right, remedy or claim under or in respect of this Contract or any
provisions herein contained. The Distributor shall look only to the
assets of the Portfolio to meet the obligations of, or claims against,
the Fund under this Contract and not to the holder of any share of the
Fund.
-12-
<PAGE>
14. (a) This Contract shall remain in force for a period of two years
from the date 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 Portfolio 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 SEC 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.
-13-
<PAGE>
(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 Portfolio shares are not qualified for sale. The Fund
may also terminate this Contract at any time upon 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.
-14-
<PAGE>
16. In the event any provision of this Contract is determined to be
void or unenforceable, such
-15-
<PAGE>
determination shall not affect the remainder of the Contract, which
shall continue to be in force.
DELAWARE DISTRIBUTORS, L.P.
By: DELAWARE DISTRIBUTORS, INC.
General Partner
Attest
By:
- --------------------------- ---------------------------
Name: Name:
Title: Title:
DELAWARE POOLED TRUST, INC. for
THE AGGRESSIVE GROWTH PORTFOLIO
Attest
By:
- --------------------------- ---------------------------
Name: Name:
Title: Title:
<PAGE>
Exhibit 24(B)(6)(A)(II)
DELAWARE POOLED TRUST, INC.
THE ________________ PORTFOLIO
DISTRIBUTION AGREEMENT
Agreement made as of this _______ day of __________, 1995 by and between
DELAWARE POOLED TRUST, INC., a Maryland corporation (the "Fund") for THE
________________________ PORTFOLIO (the "Portfolio"), and DELAWARE DISTRIBUTORS,
L.P. (the "Distributor"), a Delaware limited partnership.
WITNESSETH
----------
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 distribute its Portfolio securities
(collectively, the "shares") with the assistance of the Distributor as
underwriter,
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
Portfolio shares and, in connection therewith and as agent for the
Fund and not as principal,
<PAGE>
to advertise, promote, offer and sell Portfolio shares to certain
large institutional investors.
2. The Distributor agrees to serve as distributor of Portfolio shares
and, as agent for the Fund and not as principal, to advertise, promote
and use its best efforts to sell Portfolio shares wherever their sale
is legal, either through dealers or otherwise, in such manner, not
inconsistent with the law and the provisions of this Contract and the
Fund's Registration Statement under the Securities Act of 1933 and the
Prospectus contained therein as may be determined by the Fund from
time to time. The Distributor will bear all costs of financing any
activity which is primarily intended to result in the sale of
Portfolio 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 Portfolio 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 Portfolio shares as the Distributor shall require from
time to time, all subject to the further provisions of this
Contract, and except with the Distributor's written consent or as
provided in Paragraph 3(b) hereof, it will not sell Portfolio
shares other than through the efforts of the Distributor.
-2-
<PAGE>
(b) The Fund reserves the right from time to time (1) 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 shareholders, 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 Portfolio shares which it will sell
through the Distributor are, or will be, properly registered with
the Securities and Exchange Commission ("SEC").
(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
-3-
<PAGE>
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.
(b) The Fund will register or qualify Portfolio shares for sales in
such states as is deemed desirable.
(c) The Fund, without expense to the Distributor,
(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>
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 efforts to keep a
sufficient supply of Portfolio
-5-
<PAGE>
shares authorized, any increases being subject to approval
of the Fund's shareholders;
(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) such periodic, interim
and any other reports as are now, or as hereafter may be,
required by the provisions of the Investment Company Act of
1940; and
(8) will, for the purpose of computing the offering price of
Portfolio shares, advise the Distributor within one hour
after the close of the New York Stock Exchange (or as soon
as practicable thereafter) on each business day upon which
the New York Stock Exchange may be
-6-
<PAGE>
open of the net asset value per share of Portfolio 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 Fund 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 by use by others in connection with the sale of
Portfolio shares. The Distributor also agrees that the Distributor
will submit such sales literature and advertisements to the NASD, 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 without the written consent of the Fund if any
regulatory agency
-7-
<PAGE>
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 net asset
value per share of Portfolio shares outstanding, determined by the
Fund in accordance with any applicable provision of law and the
provisions of its Articles of Incorporation and in accordance with
Rule 26(e) of 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 Portfolio 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 Portfolio
shares and payment for such orders shall be directed to the Fund for
acceptance or to the Fund's agent, Delaware Service Company, Inc.
("DSC") for acceptance on behalf of the Fund. The Distributor is not
empowered to approve orders for sales of Portfolio shares or accept
payment for such orders. Sales of Portfolio shares shall be deemed to
be made when and where accepted by the Fund or by DSC on behalf of the
Fund.
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:
-8-
<PAGE>
(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
Portfolio shares with the various states and with the SEC.
(e) The Distributor will pay the costs of any additional copies of
the Fund reports and other 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 Contract. The Distributor may serve as
distributor
-9-
<PAGE>
for and promote the distribution of and sell and offer for sale the
securities of other investment companies.
11. The Fund agrees to indemnify, defend and hold harmless from the assets
of the Portfolio, 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
Contract.
12. Copies of financial reports, registration statements and prospectuses,
as well as demands, notices, requests, 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
-10-
<PAGE>
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 Ten Penn
Center Plaza, 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 Contract 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 Contract 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 provision of this Contract is
intended or shall be construed to give any person other than the
parties hereto and their legal successors any legal or equitable
right, remedy or claim under or in respect of this Contract or any
provisions herein contained. The Distributor shall look only to the
assets of the Portfolio to meet the obligations of, or
-11-
<PAGE>
claims against, the Fund under this Contract 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 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 Portfolio 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 SEC 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.
-12-
<PAGE>
(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 Portfolio shares are not qualified for sale. The Fund
may also terminate this Contract at any time upon 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.
-13-
<PAGE>
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.
General Partner
Attest
___________________________ By:___________________________
Name: Name:
Title: Title:
DELAWARE POOLED TRUST, INC. for
THE ____________________ PORTFOLIO
Attest
___________________________ By:___________________________
Name: Name:
Title: Title:
-14-
<PAGE>
EXHIBIT 24(B)(8)(ii)
SECURITIES, TRUST & INFORMATION SERVICES
(GCIC - BRUSSELS)
GLOBAL CUSTODY AGREEMENT
JPMORGAN
<PAGE>
GLOBAL CUSTODY AGREEMENT
------------------------
AGREEMENT dated as of Sept. 12, 1994 between Morgan Guaranty Trust
Company of New York (the "Custodian"), acting through its office at 35 avenue
des Arts, Brussels, Belgium, and Delaware Pooled Trust, Inc. - The Global Fixed-
Income Portfolio (the "Client").
WHEREAS, the Client desires to arrange for the custody of certain of
its assets and the provision of related services by the Custodian;
NOW, THEREFORE, in consideration of the mutual agreements contained
herein, the Custodian and the Client agree as follows:
1. Definitions. The following terms, as used herein, shall have the
-----------
following meanings:
"Authorized Instruction" means (i) a written, oral or electronic
communication accepted by the Custodian in good faith that has been transmitted
subject to the Security Procedures agreed upon in writing by the Custodian and
the Client or (ii) any other written, oral or electronic communication that the
Custodian believes in good faith to have been given by an Authorized Person.
"Authorized Persons" means those individuals who have been designated
by or duly authorized by the Client pursuant to necessary corporate or other
action (which shall be evidenced by appropriate documentation delivered to the
Custodian) to act on behalf of the Client in connection with this Agreement.
Such persons shall continue to be Authorized Persons until such time as the
Client has delivered to the Custodian appropriate documents revoking the
authority of such persons.
"Cash" has the meaning set forth in Section 5.
"Cash Account" means a current account (which may be divided into a
number of subaccounts, denominated in U.S. dollars, Belgian francs or any other
currency or Composite Currency Unit acceptable to the Custodian) opened by the
Custodian on its books in the name of the Client.
"Communication Products" has the meaning set forth in Section 28.
"Composite Currency Units" means the European Currency Unit ("ECU"),
the Special Drawing Right ("SDR") or another composite unit consisting of the
aggregate of specified amounts of specified currencies, as such ECU, SDR or
other unit may be constituted from time to time.
"Morgan Affiliate" means any office or branch of Morgan Guaranty Trust
Company of New York ("Morgan") and any other entity that directly, or indirectly
through one or more intermediaries, controls Morgan or that is controlled by or
is under common control with Morgan.
"Securities Account" means any securities account opened by the
Custodian on its books in the name of the Client.
-2-
<PAGE>
"Securities Depository" means any securities depository, book-entry
system or clearing system used by the Custodian from time to time in accordance
with Section 4(e) hereof.
"Security" means any share, stock, bond, debenture, note, certificate
of indebtedness, warrant or other security or financial instrument acceptable to
the Custodian (whether represented by a certificate or by a book-entry on the
records of the issuer or other entity responsible for recording such book-
entries) that is from time to time held for the account of the Client directly,
or indirectly through a Subcustodian or Securities Depository, by the Custodian
pursuant to this Agreement.
"Security Procedure" means, for any specified method of communication,
a procedure agreed upon in writing by the Custodian and the Client for the
purpose of verifying that an Authorized Instruction given pursuant to such
method of communication is that of the Client or detecting error in the
transmission or the content of such Authorized Instruction. A Security
Procedure may require the use of algorithms or other codes, identifying words or
numbers, encryption, callback procedures, or similar security devices.
"Subcustodian" means any bank or other institution (other than a
Securities Depository) used by the Custodian to hold Securities from time to
time in accordance with Section 4(e) hereof.
"Tax" has the meaning set forth in Section 9.
"Unencumbered Securities Account" has the meaning set forth in Section
14.
2. Representations, Warranties and Covenants of the Client. The
-------------------------------------------------------
Client represents and warrants that the execution, delivery and performance by
the Client of this Agreement (i) are within the Client's corporate, trust or
other constitutive powers; (ii) have been duly authorized by all necessary
corporate, trust or other appropriate action under its organizational documents;
(iii) require no action by or in respect of, or filing with, any governmental
body, agency or official (including without limitation any exchange control
approvals); and (iv) do not contravene, or constitute a default under, any
provision of applicable law or regulation or of the organizational documents of
the Client or of any agreement, judgment, injunction, order, decree or other
instrument binding upon the Client. The Client represents, warrants and
covenants that the Custodian shall be entitled to transfer all Securities free
of any proprietary or equitable interest of any person or entity (other than
interests of the Client and interests of the Custodian, Subcustodians and
Securities Depositories that are created by this Agreement). The Client agrees
to inform the Custodian immediately if any statement set forth in this Section 2
ceases to be true and correct as of any date after the date hereof.
3. Securities Accounts. The Client hereby establishes with the
-------------------
Custodian one or more Securities Accounts, which shall contain, in the manner
and on the terms specified herein, the Client's Securities.
4. Terms of Custody
----------------
(a) Authority to Hold Securities. Subject to the terms and
----------------------------
conditions of this Agreement, the Client hereby authorizes the Custodian to hold
any Securities received from time to
-3-
<PAGE>
time for the account of the Client. The Custodian may, at its sole discretion,
hold the Securities directly or indirectly through one or more Subcustodians or
Securities Depositories. Securities held indirectly through any Subcustodian
shall be held subject to the terms and conditions of the Custodian's agreement
with such Subcustodian. Securities held indirectly through any Securities
Depository shall be held subject to the terms of any agreement between the
Custodian or Subcustodian and such Securities Depository and to the rules and
terms and conditions of such Securities Depository.
(b) Fungibility. The Client agrees that all Securities held by the
-----------
Custodian directly, or indirectly through any Subcustodian or Securities
Depository, shall be subject to the provisions of the Belgian Royal Decree No.
62 of November 10, 1967, as amended. In accordance with the Royal Decree, all
Securities of any issue shall be treated as fungible with all other securities
of the same issue held by the Custodian directly, or indirectly through any
Subcustodian or Securities Depository. Therefore, the Client shall have no
right to any specific securities of an issue but shall instead be entitled,
subject to applicable laws and regulations and to the terms of this Agreement,
to transfer, deliver or repossess from the Custodian an amount of securities of
such issue that is equivalent to the amount of such securities credited to a
Securities Account, without regard to the certificate numbers (or other
identifying information) of the securities originally deposited, and the
Custodian's obligation to the Client with respect to such Securities shall be
limited to effecting such transfer, delivery or repossession.
(c) Identification of Client's Interests. The Custodian shall cause
------------------------------------
the Client's interest in any Securities held by the Custodian directly, or
indirectly through any Subcustodian or Securities Depository, to be evidenced by
a credit to a Securities Account on the books of the Custodian. The Custodian
shall instruct each Subcustodian to credit all Securities held by such
Subcustodian directly, or indirectly through a Securities Depository, to an
account of the Custodian on the books of such Subcustodian. The Custodian shall
instruct, or direct the relevant Subcustodian to instruct, each Securities
Depository to credit all Securities held by such Securities Depository to an
account of the Custodian or the relevant Subcustodian on the books of such
Securities Depository. Securities may be registered in the name of the
Custodian's nominee or, as to any Securities held by an entity other than the
Custodian, in the name of such entity's nominee. The Client agrees to hold any
such nominee harmless from any liability as a holder of record of such
Securities.
(d) Liens of Subcustodians and Securities Depositories. Unless the
--------------------------------------------------
Custodian has received Authorized Instructions to the contrary, the Custodian
shall hold Securities indirectly through a Subcustodian or Securities Depository
only if (i) the Securities are not subject to any right, charge, security
interest, lien or claim of any kind in favor of such Subcustodian or Securities
Depository or the creditors or operators of any of them, including a receiver or
trustee in bankruptcy or similar authority, except for a claim of payment for
the safe custody or administration of the Securities or for funds advanced on
behalf of the Client by such Subcustodian or Securities Depository and (ii)
beneficial ownership of the Securities is freely transferable without the
payment of money or value other than for safe custody or administration.
(e) Selection of Subcustodians and Securities Depositories. The list
------------------------------------------------------
of Subcustodians and Securities Depositories used by the Custodian as of the
date hereof is listed on Appendix A hereto. The Custodian reserves the right to
add and delete subcustodians and securities depositories to and from such list
from time to time by notice to the Client. The Custodian agrees that if it
replaces the subcustodian or securities depository used in any country with
another
-4-
<PAGE>
subcustodian or securities depository, it will not transfer any of the Client's
securities from the former subcustodian or securities depository for such
country to the replacement subcustodian or securities depository for such
country without giving the Client at least 30 days' prior written notice.
5. Cash Account.
------------
(a) The Client hereby establishes and shall maintain with the
Custodian a Cash Account to be used in connection with transactions relating to
the Securities. The collected balance from time to time in the Cash Account
shall constitute "Cash". Any credit made to the Cash Account shall be
provisional and may be reversed if such payment is not actually collected or
received.
(b) Except as otherwise provided by law, the Cash Account
(including subdivisions maintained in different currencies, including Composite
Currency Units) shall constitute one single and indivisible current account.
Consequently, the Custodian has the right, among others, of transferring the
balance of any subaccount of the Cash Account to any other subaccount at any
time and without prior notice.
(c) The Custodian may in accordance with customary practice hold
any currency (other than Belgian Francs) or Composite Currency Unit in which any
subdivision of the Cash Account is denominated on deposit in, and effect
transactions relating thereto through, an account (a "Foreign Account") with a
Morgan Affiliate or another bank in the country where such currency is the
lawful currency or in other countries where such currency or Composite Currency
Unit may be lawfully held on deposit.
(d) The Custodian shall have no liability for any loss or damage
arising from the applicability of any law or regulation now or hereafter in
effect, or from the occurrence of any event, which may affect the
transferability, convertibility, or availability of any currency (other than
Belgian Francs) or Composite Currency Unit in the countries where such Foreign
Accounts are maintained and in no event shall the Custodian be obligated to
substitute another currency for a currency (including a currency that is a
component of a Composite Currency Unit) whose transferability, convertibility or
availability has been affected by such law, regulation or event. To the extent
that any such law, regulation or event imposes a cost or charge upon the
Custodian in relation to the transferability, convertibility, or availability of
any such currency or Composite Currency Unit, such cost or charge shall be for
the account of the Client. If pursuant to any such law or regulation, or as a
result of any such event, the Custodian cannot deal in any component currency of
a Composite Currency Unit or effect a particular transaction in a Composite
Currency Unit on behalf of the Client, the Custodian may thereafter treat any
account denominated in an affected Composite Currency Unit as a group of
separate accounts denominated in the relevant component currencies.
(e) Transactions in a currency or Composite Currency Unit shall
be subject to the regulations laid down by the exchange control authorities of
Belgium and of the country where such currency (or component currency) is the
lawful currency or where such currency or Composite Currency Unit is held on
deposit.
-5-
<PAGE>
6. Instructions by the Client
--------------------------
(a) Generally. The Client shall give an Authorized Instruction
---------
with respect to Cash and Securities only to the Custodian or to the Custodian's
designee. The Client agrees to be bound by all Authorized Instructions, whether
or not such instructions were duly authorized in accordance with the Client's
own procedures. The Custodian shall not be required to follow any Authorized
Instruction that would violate any applicable law, decree, regulation or order
of any government or governmental body (including any court or tribunal) or that
would be contrary to any provision of this Agreement.
(b) Payments. Payments shall be made by the Custodian, or a
--------
Subcustodian at the direction of the Custodian, only to the extent that
sufficient Cash in the applicable currency is available in the Cash Account or
otherwise available therefor and only (i) as specified by an Authorized
Instruction, (ii) as permitted by Sections 14 and 15 or (iii) upon the
termination of this Agreement as set forth in Section 17 hereof. The Custodian
may make payments, or direct a Subcustodian to make payments, from time to time
on behalf of the Client when sufficient Cash in the applicable currency is not
available in the Cash Account or otherwise available therefor, but neither the
Custodian nor any Subcustodian shall have any obligation to make such payments.
If any payments are made that result in an overdraft in a particular currency,
then such overdraft shall be payable on demand by the Custodian and shall bear
interest for each day outstanding at the rate customarily charged by the
Custodian for overdrafts in such currency.
(c) Delivery of Securities. Any Securities held by a
----------------------
Subcustodian shall be subject only to the instructions of the Custodian and any
Securities held by a Securities Depository shall be subject only to the
instructions of the Custodian or the Subcustodian for which such Securities
Depository is acting. Securities shall be transferred, exchanged, or delivered
by the Custodian, or a Subcustodian at the direction of the Custodian, only to
the extent that sufficient Securities are actually in a Securities Account and
available for delivery and only:
(i) as specified by an Authorized Instruction;
(ii) in exchange for or upon conversion into other
Securities or Cash pursuant to a plan of merger, consolidation, reorganization,
recapitalization or readjustment;
(iii) upon the conversion of Securities pursuant to their
terms into other Securities;
(iv) as permitted by Sections 14 and 15; or
(v) upon the termination of this Agreement as set forth
in Section 17 hereof.
7. Corporate Events.
----------------
(a) Collections. Unless the Custodian has received an
-----------
Authorized Instruction to the contrary, the Custodian shall, or shall instruct
the appropriate Subcustodian to, collect dividends, interest and other payments
made and stock dividends, rights and similar distributions made or issued
-6-
<PAGE>
with respect to Securities and present for payment maturing Securities and those
called for redemption, in each case net of any applicable taxes or other charges
withheld by the maker of such payment or distribution. Neither the Custodian nor
any Subcustodian shall have any obligation to commence legal proceedings or to
take other extraordinary actions to collect any of the foregoing payments or
distributions.
(b) Rights Offerings. Promptly after the Custodian becomes
----------------
aware thereof, the Custodian shall notify the Client of any rights offering by
an issuer of Securities. If the Client does not send an Authorized Instruction
to the Custodian regarding the exercise of rights under such offering by the
deadline set by the Custodian in such notice, then to the extent permitted by
applicable law and consistent with local market practice, the Custodian or the
applicable Subcustodian shall sell such rights in the principal market for such
rights and deposit the proceeds of such sale in the Cash Account.
(c) Partial Redemptions. Promptly after the Custodian becomes
-------------------
aware thereof, the Custodian shall notify the Client of the partial redemption
of any Securities. If the Custodian or any Subcustodian or Securities Depository
holds any Securities in which the Client has an interest as part of a fungible
mass, the Custodian or such Subcustodian or Securities Depository may select the
securities to participate in partial redemptions, partial payments or other
actions affecting less than all securities of the relevant class in any non-
discriminatory manner that it customarily uses to make such selection.
(d) Authority of Custodian. Unless the Custodian has received
----------------------
an Authorized Instruction to the contrary, the Custodian shall, or shall
instruct the appropriate Subcustodian to: (i) execute in the name of the Client
such ownership and other certificates as may be required to obtain payment or
exercise any rights in respect of any Securities; (ii) accept and open all mail
directed to the Client in care of the Custodian or such Subcustodian; and (iii)
retain or dispose of fractional interests received by the Custodian or such
Subcustodian as a result of stock dividends in accordance with local law and
practice. With respect to any corporate events not listed above, the Custodian
shall (in the absence of an Authorized Instruction from the Client within any
prescribed deadline) take any action that it considers appropriate in the
circumstances; provided that the Custodian shall not be liable for the
--------
consequences of any such action.
8. Reporting.
---------
(a) Statements. The Custodian shall mail, or cause to be
----------
mailed, or transmit electronically to the Client (or, with prior written consent
of the Client, make available electronically) monthly statements of the
Securities Accounts and Cash Account. Such statements shall list all Securities
and Cash and specify (i) whether the Securities are held directly by the
Custodian or indirectly through a Subcustodian or Securities Depository and (ii)
the amount of Cash held on deposit in each currency. The Client agrees that each
such statement shall be binding on the Client 30 days after (a) in the case of
any statement sent by mail, it has been mailed by first class mail, postage
prepaid or (b) in the case of any statement transmitted or made available
electronically it has been transmitted or made available electronically to the
Client, unless the Client has theretofore notified the Custodian in writing of
any inaccuracy in such statement.
-7-
<PAGE>
(b) Access to Records. The Custodian shall allow the Client and its
-----------------
independent public accountants reasonable access to the records of the Custodian
relating to the Securities and Cash as is required by the Client or its
accountants in connection with their examination of the books and records
pertaining to the affairs of the Client and shall require each Subcustodian and
Securities Depository to grant such access to the Client and its independent
public accountants to the extent consistent with applicable law and regulations.
The Custodian has no obligation to maintain any records for a period of more
than 10 years. The Custodian shall have no obligation to require any
Subcustodian or Securities Depository to maintain records for any specified
period of time.
(c) Other Information. From time to time the Custodian may provide
-----------------
additional reporting information to the Client on terms and conditions agreed
upon by the parties hereto in writing. The additional information may include
data obtained from third parties, such as pricing valuation information relating
to the Securities. The Client agrees that it shall not redistribute or resell
data obtained by the Custodian from third parties, except that it may provide
such data to the beneficial owners of the Securities as recorded on the Client's
books and records.
9. Taxes. The Client shall be liable for all taxes, assessments, duties
-----
and other governmental charges, including any interest or penalty with respect
thereto ("Taxes"), with respect to any Cash, Securities or other property held
on behalf of the Client or any transaction related thereto. The Client shall
indemnify the Custodian and each Subcustodian for the amount of any Tax that the
Custodian, any such Subcustodian or any other withholding agent is required
under applicable laws (whether by assessment or otherwise) to pay on behalf of,
or in respect of income earned by or payments or distributions made to or for
the account of, the Client (including any payment of Tax required by reason of
an earlier failure to withhold). The Custodian shall, or shall instruct the
applicable Subcustodian or other withholding agent to, withhold the amount of
any Tax which is required to be withheld under applicable law upon collection of
any dividend, interest or other distribution made with respect to any Security
and any proceeds or income from the sale, loan or other transfer of any
Security. In the event that the Custodian or any Subcustodian is required under
applicable law to pay any Tax on behalf of the Client, the Custodian is hereby
authorized to withdraw Cash from any subaccount of the Cash Account in the
amount required to pay such Tax and to use such Cash, or to remit such Cash to
the appropriate Subcustodian, for the timely payment of such Tax in the manner
required by applicable law. If the aggregate amount of Cash in all subaccounts
of the Cash Account is not sufficient to pay such Tax, the Custodian shall
promptly notify the Client of the additional amount of Cash (in the appropriate
currency) required, and the Client shall directly deposit such additional amount
in the Cash Account promptly after receipt of such notice, for use by the
Custodian as specified herein. In the event that the Client is eligible,
pursuant to applicable law or to the provisions of any tax treaty, for a reduced
rate of, or exemption from, any Tax which is otherwise required to be withheld
or paid on behalf of the Client under any applicable law, the Custodian shall,
or shall instruct the applicable Subcustodian or the withholding agent to,
either withhold or pay such Tax at such reduced rate or refrain from withholding
or paying such Tax, as appropriate; provided that the Custodian shall have
--------
received from the Client all documentary evidence of residence or other
qualification for such reduced rate or exemption required to be received under
such applicable law or treaty. In the event that a reduced rate of, or exemption
from, any Tax is obtainable only by means of an application for refund, then the
Custodian and the applicable Subcustodian shall, upon request, assist the Client
with such applications. Neither the Custodian nor any Subcustodian shall have
any responsibility for the accuracy or validity of any forms or documentation
provided by the Client to the Custodian hereunder, and the Client hereby
indemnifies
-8-
<PAGE>
and agrees to hold harmless the Custodian and each Subcustodian in respect of
any liability arising from any underwithholding or underpayment of any Tax which
results from the inaccuracy or invalidity of any such forms or other
documentation.
10. Responsibilities; Indemnification by the Custodian.
--------------------------------------------------
(a) Standard of Care. The Custodian shall use reasonable care
----------------
in the performance of its duties hereunder and shall exercise the same degree of
care with respect to the Securities as it would with respect to its own
securities. The Custodian shall require each Subcustodian to use reasonable care
in the performance of its duties and to exercise the same degree of care with
respect to the Securities as it would with respect to its own securities. The
Custodian shall be responsible to ensure that each Subcustodian that is a Morgan
Affiliate performs in accordance with the foregoing standard. The Custodian's
responsibility with respect to any Securities held by a Subcustodian (other than
a Morgan Affiliate) or any carrier of Securities acting for the Custodian or any
Subcustodian is limited to the failure on the part of the Custodian (or a
Subcustodian that is a Morgan Affiliate) to exercise reasonable care in the
selection or retention of such Subcustodian or carrier. The Custodian shall have
no responsibility for the selection or retention of any Securities Depository or
for the performance of any Securities Depository. The Custodian shall comply
with provisions of the Investment Company Act of 1940 with respect to provisions
which directly apply to the services provided to the Client hereunder.
(b) Insurance. The Custodian shall, and shall require each
---------
Subcustodian to, maintain insurance coverage with respect to the Securities
covering such risks and in such amounts as the Custodian or such Subcustodian
maintains with respect to securities which the Custodian or such Subcustodian
holds for its own account and for the account of other customers.
(c) Indemnification by the Custodian and Subcustodians. The
--------------------------------------------------
Custodian shall indemnify the Client against, and hold the Client harmless from,
any loss or liability (including, without limitation, the reasonable fees and
disbursements of counsel and other legal advisors, but excluding all losses and
liabilities of the types described in Section 11 hereof) incurred by the Client
by reason of the negligence (whether through action or inaction) or willful
misconduct of the Custodian or any Subcustodian that is a Morgan Affiliate in
connection with the services provided pursuant to this Agreement or the
applicable subcustodian agreement. The Custodian shall require each Subcustodian
that is not a Morgan Affiliate to indemnify the Custodian and the Client
against, and hold the Custodian and the Client harmless from, any loss or
liability (including, without limitation, the reasonable fees and disbursements
of counsel, but excluding all losses and liabilities of the types specified in
Section 11) incurred by the Custodian or the Client by reason of the negligence
(whether through action or inaction) or willful misconduct of such Subcustodian
in connection with the services provided by such Subcustodian pursuant to the
applicable subcustodian agreement.
11. Limitations on Responsibilities and Liabilities.
-----------------------------------------------
(a) Generally. The Custodian shall be responsible for the
---------
performance of only those duties as are set forth herein or contained in an
Authorized Instruction that is not contrary to the provisions of this Agreement.
-9-
<PAGE>
(b) Consequential Damages. Under no circumstances shall the
---------------------
Custodian or any Subcustodian be liable to the Client or any other person for
indirect, special or consequential damages, even if the Custodian or such
Subcustodian is apprised of the likelihood of such damages.
(c) Corporate Actions. The Custodian shall not be liable for
-----------------
any loss occasioned by the failure of the Custodian to notify the Client of any
payment of dividends or interest or any redemption, rights offering or other
distribution made with respect to any Security or any other corporate action
taken or to be taken with respect to any Security if the Custodian or a
Subcustodian has not received notice of such transaction directly from or on
behalf of the issuer of such Security or if such distribution or action was not
included in the reports of an internationally-recognized investment data service
selected by the Custodian.
(d) Authorized Instructions. Neither the Custodian nor any
-----------------------
Subcustodian shall be liable for any action taken upon an Authorized
Instruction.
(e) Payment and Delivery Instructions. In some securities
---------------------------------
markets, securities deliveries and payments therefor may not be or are not
customarily made simultaneously. Accordingly, the Client agrees that,
notwithstanding the Client's instruction to deliver Securities against payment
or to pay for Securities against delivery, the Custodian or a Subcustodian may
make or accept payment for or delivery of Securities at such time and in such
form and manner as shall be in accordance with relevant local law and practice
or with the customs prevailing in the relevant market among securities dealers.
The Client shall bear the risk that (i) the recipient of Securities may fail to
make payment, return such Securities or hold such Securities or the proceeds of
their sale in trust for the Client and (ii) the recipient of payment for
Securities may fail to deliver the Securities (such failure to include, without
limitation, delivery of forged or stolen Securities) or to return such payment,
in each case whether such failure is total or partial or merely a failure to
perform on a timely basis. Neither the Custodian nor any Subcustodian shall be
liable to the Client for any loss resulting from any of the foregoing events.
(f) Reversals. In some securities markets and cash clearing
---------
systems, deliveries of securities and cash may be reversed under certain
circumstances. Accordingly, credits of securities to a Securities Account and
cash to the Cash Account are provisional and subject to reversal if, in
accordance with relevant local law and practice, the delivery of the security or
cash giving rise to the credit is reversed.
(g) Foreign Currency Risks. The Client shall bear all risks of
----------------------
investing in Securities or holding Cash denominated in a currency other than
that of the Client's home jurisdiction. Without limiting the foregoing, the
Client shall bear the risks that rules or procedures imposed by Securities
Depositories, exchange controls, asset freezes or other laws or regulations
shall prohibit or impose burdens or costs on the transfer to, by or for the
account of the Client of Securities or Cash held outside the Client's
jurisdiction or denominated in a currency other than the currency of the
Client's home jurisdiction or the conversion of Cash from one currency into
another currency. The Custodian shall not be obligated to substitute another
currency for a currency (including a currency that is a component of a Composite
Currency Unit) whose transferability, convertibility or availability has been
affected by such law, regulation, rule or procedure. Neither the Custodian nor
any Subcustodian shall be liable to the Client for any loss resulting from any
of the foregoing events.
-10-
<PAGE>
(h) Force Majeure. Notwithstanding any other provision
-------------
contained herein, neither the Custodian nor any Subcustodian shall be liable for
any action taken, or any failure to take any action required to be taken,
hereunder or otherwise to fulfill its obligations hereunder (including without
limitation the failure to receive or deliver securities or the failure to
receive or make any payment) in the event and to the extent that the taking of
such action or such failure arises out of or is caused by war, insurrection,
riot, civil commotion, act of God, accident, fire, water damage, explosion,
mechanical breakdown, computer or system failure or other failure of equipment,
or malfunction or failures caused by computer virus, failure or malfunctioning
of any communications media for whatever reason, interruption (whether partial
or total) of power supplies or other utility of service, strike or other
stoppage (whether partial or total) of labor, any law, decree, regulation or
order of any government or governmental body (including any court or tribunal),
or any other cause (whether similar or dissimilar to any of the foregoing)
whatsoever beyond its reasonable control.
(i) Delays. Except in the case of a failure by the Custodian
------
or a Morgan Affiliate to exercise the standard of care required by Section
10(a), the Custodian shall not be liable for delays in carrying out payment
instructions given by the Client. In the event that a delay in the carrying out
of a payment instruction is caused by such a failure of the Custodian or a
Morgan Affiliate, the liability of the Custodian shall not exceed an interest
equivalent for the period from the day when the payment would have been carried
out, but for the negligence of the Custodian or such Morgan Affiliate, until the
day when it is actually carried out (excluding any portion of such period during
which the Custodian cannot carry out such instructions as a result of any event
referred to in Section 11(h)); provided that if the Client shall fail to report
--------
the delay to the Custodian within 10 days from the date when the payment would,
but for the negligence of the Custodian or a Morgan Affiliate, have been made,
then the Custodian shall not be liable for an interest equivalent for more than
a total of 10 days.
(j) Client's Reporting Obligations. The Client shall be solely
------------------------------
responsible for compliance with any notification, license or other requirement
of any jurisdiction relating to or affecting the Client's beneficial ownership
of the Securities, and neither the Custodian nor any Subcustodian assumes
liability for noncompliance with such requirements.
(k) No Investment Advice. Neither the Custodian nor any
--------------------
Subcustodian or Morgan Affiliate is under any duty to provide the Client with
investment advice or to supervise its investments.
(l) Fraudulent Securities. Neither the Custodian nor any
---------------------
Subcustodian shall have any liability for losses incurred by the Client or any
other person as a result of the receipt or acceptance of fraudulent, forged or
invalid Securities (or Securities which are otherwise not freely transferable or
deliverable without encumbrance in any relevant market).
(m) Third Party Information. The Custodian shall have no
-----------------------
responsibility for the accuracy of any information provided by the Custodian to
the Client that has been obtained from third parties pursuant to Section 7 or
8(c) of this Agreement.
-11-
<PAGE>
12. Use of Morgan Affiliates
-----------------------
(a) Executing Orders. The Custodian shall, in its sole
----------------
discretion and if permitted by applicable law, accept orders from the Client for
the purchase or sale of Securities and either execute such orders itself or by
means of Morgan Affiliates or brokers or other financial organizations of its
choice, subject to the fees and commissions in effect from time to time. The
Custodian shall not be responsible for any act or omission, or for the solvency,
of any broker or other financial organization so selected to effect any
transaction for the account of the Client. When instructed to buy or sell
Securities for which the Custodian or a Morgan Affiliate acts as a dealer, the
Custodian may buy or sell such Securities from or to either itself, as
principal, or such Morgan Affiliate.
(b) Disclosure to Morgan Affiliates. Notwithstanding the
-------------------------------
provisions of Section 26 hereof, the Custodian may disclose to any Morgan
Affiliate details with respect to the Securities and the transactions effected
hereunder. Such disclosure shall be for the purpose of identifying banking,
securities and financial services that Morgan Affiliates may be able to provide
to the Client.
(c) Sub-Contracting. The Client hereby agrees that the
---------------
Custodian may arrange with any Morgan Affiliate to perform on behalf of the
Custodian any act required to be performed by the Custodian hereunder.
13. Fees. The Client agrees to pay the Custodian as compensation for
----
the services provided hereunder a fee computed at rates determined by the
Custodian from time to time and communicated to the Client in advance, as well
as all assessments, charges and expenses (including, without limitation, legal
expenses and attorney's fees) incurred by the Custodian in connection with this
Agreement.
14. Right to Debit and Set-Off. The Custodian has the right to debit
--------------------------
any subaccount of the Cash Account for any amount payable by the Client in
connection with any and all obligations of the Client to the Custodian, whether
or not relating to or arising under this Agreement. In addition to the rights
of the Custodian under applicable law and other agreements, at any time when the
Client shall not have honored any and all of its obligations to the Custodian,
whether or not relating to or arising under this Agreement, the Custodian shall
have the right without notice to the Client to retain or set-off, against such
obligations of the Client, any assets the Custodian or any Morgan Affiliate may
directly or indirectly hold for the account of the Client, and any obligations
(whether matured or unmatured) that the Custodian or any Morgan Affiliate may
have to the Client in any currency or Composite Currency Unit, including time
deposits and all assets credited to any Securities Account other than an
Unencumbered Securities Account. Any such asset of, or obligation to, the
Client may be transferred among the Custodian and any Morgan Affiliates in order
to effect the above rights. For purposes of this Agreement, an "Unencumbered
Securities Account" means any Securities Account that is designated by the
Client, and acknowledged by the Custodian in writing, as containing only
securities held for the account of the Client's customers and any other
Securities Account as to which the Client and the Custodian have agreed in
writing shall be considered an Unencumbered Securities Account.
-12-
<PAGE>
15. Security Interests. In order to secure the prompt and complete
------------------
payment when due of any and all obligations of the Client to the Custodian, now
outstanding or which may be outstanding at any time in the future, whether or
not relating to or arising out of this Agreement, the Client hereby pledges and
grants to the Custodian a security interest in (i) all of the Client's right,
title and interest in and to all Cash Accounts, including any credit or debit
balance which now appears or may at any time in the future appear in any
currency or Composite Currency Unit subaccount of a Cash Account, (ii) all of
the Client's right, title and interest in and to all time deposit accounts and
notice accounts that the Client may open from time to time with the Custodian,
(iii) all of the Client's right, title and interest in and to all Securities
Accounts (other than Unencumbered Securities Accounts) and the amount of all
securities which are now or at any time in the future shall be standing to the
credit of a Securities Account (other than an Unencumbered Securities Account)
(clauses (i), (ii) and (iii) of this Section 15 being referred to collectively
herein as the "Collateral"), (iv) all amounts of cash, securities or other
property or countervalue received or to be received with respect to or in
exchange for any and all of the then existing Collateral which are, or are
intended, to be credited to a Cash Account or a Securities Account (other than
an Unencumbered Securities Account) and (v) to the extent not covered by the
foregoing, all proceeds, product, offspring, rents or profits of any or all of
the foregoing (whether acquired before or after the commencement of any
bankruptcy or liquidation proceeding by or in respect of the Client) which are,
or are intended to be credited to a Cash Account or a Securities Account (other
than an Unencumbered Securities Account). All time deposit accounts and notice
accounts shall be deemed constituted for an indefinite period, even though the
Client and the Custodian may agree from time to time that interest thereon will
be paid on specified dates rather than only at final maturity. The foregoing
security interests are granted as security only and shall not subject the
Custodian to, or transfer or in any way affect or modify, any obligation or
liability of the Client with respect to any of the Collateral or any transaction
in connection therewith. The Client authorizes the Custodian to perform all
acts which the Custodian, in its sole discretion, deems necessary or desirable
to perfect and preserve its security interests and rights under this Section 15.
Upon any breach by the Client of its obligations hereunder, the Custodian shall
be entitled to exercise all of the remedies available to a secured creditor
under applicable law.
16. Indemnification by the Client. The Client agrees to indemnify
-----------------------------
the Custodian and each Subcustodian and to hold the Custodian and each such
Subcustodian harmless from any loss or liability (including, without limitation,
the reasonable fees and disbursements of counsel and other legal advisors)
incurred by the Custodian or such Subcustodian in rendering services hereunder
or in connection with any breach of the terms of this Agreement by the Client,
except such loss or liability which results from the Custodian's or such
Subcustodian's failure to exercise the standard of care required by Section
10(a) hereof.
17. Termination. This Agreement may be terminated by the Custodian
-----------
or the Client following receipt by the other party of not less than 60 days'
prior written notice thereof; provided that such termination may be immediate if
the other party shall be in breach of its obligations hereunder or shall become
the subject of bankruptcy, insolvency, reorganization, receivership or other
similar proceedings. If notice of termination is given by the Custodian, then
the Client shall, within 60 days following receipt of such notice, specify in an
Authorized Instruction the names of the persons to whom all Securities and Cash
shall be delivered or paid. In such case, the Custodian shall, subject to the
payment of amounts owed to it pursuant to Sections 6(b) and 13 hereof, deliver
such Securities and Cash, and instruct each Subcustodian to deliver any
Securities or Cash held by such
-13-
<PAGE>
Subcustodian, to the persons so specified. If within 60 days following the
receipt of a notice of termination by the Custodian, the Custodian does not
receive from the Client the names of the persons to whom such Securities and
Cash shall be delivered, the Custodian, at its election, may deliver such
Securities and Cash, and instruct each Subcustodian holding any Securities or
Cash to deliver such Securities and Cash, to a bank or a trust company doing
business in the state or country where such Securities and Cash were held.
Securities or Cash so delivered shall be held and disposed of pursuant to the
provisions of this Agreement or an Authorized Instruction or may be continued to
be held until the names of such persons are delivered to the Custodian. If
notice of termination is given by the Client, the Custodian shall, subject to
the payment of all amounts owed to it pursuant to Sections 6(b) and 13 hereof,
deliver such Securities and Cash, and instruct each Subcustodian holding any
Securities or Cash to deliver such Securities or Cash, to the persons specified
in an Authorized Instruction. If this Agreement is terminated by the Custodian
or the Client, but the Custodian or a Morgan Affiliate continues to provide
other services to the Client in connection with which the Client uses
Communication Products, then the provisions of Sections 27 and 28 hereof shall
survive the termination of this Agreement until the time that no such other
services continue to be provided by the Custodian or a Morgan Affiliate to the
Client or until otherwise terminated in writing by the Client or the Custodian.
The provisions of Sections 20, 24, 26 and Appendix E hereof and the indemnity
provisions of this Agreement and the provisions limiting the liabilities of the
Custodian and the Subcustodians shall survive the termination of this Agreement
(including any subsequent termination of Sections 27 and 28 hereof).
18. Notices. Except as otherwise specified herein, any notice or other
-------
communication to the Custodian or Client is to be addressed to the respective
party as set forth in Appendix B hereto or in such other manner as may be
specified by the one party to the other in writing from time to time. Unless
otherwise specified herein, notices shall be effective when received. If any
Authorized Instruction is given to the Custodian orally, then the Custodian's
record of such instruction shall constitute conclusive evidence of the contents
of such instruction, notwithstanding any conflicting written confirmation or
record of such instruction provided by the Client.
19. Amendments and Waivers. Any provision of this Agreement (other than
----------------------
Appendix A, which may be amended by the Custodian in accordance with Section
4(e)) may be amended or waived if, but only if, such amendment or waiver is in
writing and is signed by the Client and the Custodian.
20. Claims. Any claim arising out of or related to this Agreement must
------
be brought no later than one year after such claim has accrued.
21. Successors and Assigns; Governing Law; Jurisdiction. This Agreement
---------------------------------------------------
shall bind the successors and assigns of the Custodian and the Client. Except as
otherwise provided by the terms of this Agreement, neither the Custodian nor the
Client may assign any of its rights or obligations under this Agreement without
the prior written consent of the other party. This Agreement shall be governed
by and construed in accordance with the law of the State of New York except that
the provisions set forth in Sections 4(b) and 15 shall be governed by the law of
Belgium. The Client hereby submits to the non-exclusive jurisdiction of any
federal or state court in New York City for purposes of all legal proceedings
arising out of or relating to this Agreement or the transactions
-14-
<PAGE>
contemplated hereby. The Client hereby irrevocably waives, to the fullest
extent permitted by applicable law, any objection which it may now or hereafter
have to the laying of venue of any such proceeding brought in such a court and
any claim that any such proceeding brought in such a court has been brought in
an inconvenient forum. The Client and the Custodian each hereby irrevocably
waives any and all rights to trial by jury in any legal proceeding arising out
of or relating to this Agreement.
22. Counterparts. This Agreement may be signed in any number of
------------
counterparts with the same effect as if the signatures thereto and hereto were
upon the same instrument.
23. Headings. The section headings used herein are for information only
--------
and shall not affect the interpretation of any provision of this Agreement.
24. Evidence. The Custodian's books and records (whether on paper,
--------
microfilm, microfiche, by electronic or magnetic recording, or any other
mechanically reproducible form or otherwise) shall be deemed to constitute, in
the absence of manifest error, sufficient evidence of the facts stated therein
and of any obligations of the Client to the Custodian.
25. Integration. This Agreement constitutes the entire agreement between
-----------
the parties hereto and supersedes any and all prior agreements and
understanding, oral or written, relating to the subject matter hereof.
26. Confidentiality. The parties hereto agree not to disclose to any
---------------
other party and to keep confidential the terms and conditions of this Agreement,
any amendment hereof, and any Exhibit, Attachment or Appendix hereto, including
but not limited to service level profiles. The Client agrees to cause all
Authorized Persons to comply with the provisions of this Section 26 and Appendix
E. In the event that either the Client (including any Authorized Person) or the
Custodian breaches any provision of this Section 26 or Appendix E, the other
party shall be entitled to temporary and permanent injunctive relief against the
other party (or such Authorized Person, as the case may be) without the
necessity of proving actual damages. Notwithstanding any other provision
herein, the Custodian may disclose the Client's name, address and securities
position and other information to such persons and to such an extent as required
by law, the rules of any stock exchange or regulatory or self-regulatory
organization or any order or decree of any court or administrative body that is
binding on the Custodian or any Subcustodian or Securities Depository or the
terms of the organizational documents of the issuer of any Security or the term
of any Security itself.
27. Security Procedures. The Client acknowledges that it has been fully
-------------------
informed of the protections and risks associated with the various methods of
communication for transmitting Authorized Instructions to the Custodian. The
Custodian has recommended that the Client transmit Authorized Instructions to
the Custodian using one or more specified methods of communication and has
recommended a type of Security Procedure for each such method. The Client hereby
agrees that the Security Procedure actually agreed between the Client and the
Custodian shall be deemed
-15-
<PAGE>
commercially reasonable even if such Security Procedure offers less protection
than the Security Procedure recommended by the Custodian. If the Client elects
to transmit Authorized Instructions to the Custodian by a method of
communication for which no Security Procedure has been agreed, the Client agrees
to be bound by any such Authorized Instruction that the Custodian believes in
good faith to have been given by an Authorized Person. The provisions of this
Agreement shall supersede the provisions of Article 4A of the Uniform Commercial
Code. The Client shall (i) not disclose, or permit any Authorized Person to
disclose, except on a "need to know" basis, any aspects of any Security
Procedure, (ii) notify the Custodian immediately if the confidentiality of any
Security Procedure is compromised and (iii) act to prevent the Security
Procedures from being further compromised. The Client shall designate one or
more persons, as identified in Appendix C, to receive Security Procedure
materials from the Custodian. The Client may amend Appendix C from time to time
upon not less than seven days' prior written notice to the Custodian in
accordance with Section 18 of this Agreement.
28. License. The Custodian hereby grants to the Client a personal,
-------
nontransferable and nonexclusive license to use, for its internal purposes only,
the respective number of copies of any hardware, firmware, microcode and
software set forth in Appendix D or hereafter identified by the Custodian in
writing as communication products (the "Communication Products"), for the
respective terms set forth in Appendix D and at the respective locations set
forth in Appendix D, solely in connection with transmitting and receiving
electronic communications to and from the Custodian in connection with this
Agreement. The Client hereby acknowledges and agrees that this license is
subject to the terms and conditions set forth in Appendix E.
29. Severability. In the event any of the terms or provisions of
------------
this Agreement shall be held to be unenforceable, the remaining terms and
provisions shall be unimpaired and the unenforceable term or provision shall be
replaced by such enforceable term or provision as comes closest to the intention
underlying the unenforceable term or provision.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed by their respective authorized representatives as of the day and year
first above written.
Morgan Guaranty Trust Company Delaware Pooled Trust, Inc. -
of New York The Global Fixed-Income Portfolio
By:__________________________ By:___________________________
Title:_______________________ Title:________________________
-16-
<PAGE>
APPENDIX A
Global Custody Network
----------------------
<TABLE>
<CAPTION>
Country Subcustodian Depository/1/
------- ------------ -------------
<S> <C> <C>
Argentina Morgan Guaranty Trust Co. of New Caja de Valores
York
- Buenos Aires Office
Australia ANZ Banking Group Austraclear
Austria Creditanstalt-Bankverein OeKB-WSB (Wertpapiersammelbank bei
der Oesterreichischen Kontrollbank AG)
Belgium Morgan Guaranty Trust Co. of New CIK (Caisse Interprofessionnelle de
York Depots
- Brussels Office et de Virements de Titres)
Euroclear
Brazil Morgan Guaranty Trust Co. of New BOVESPA (Bolsa de Valores de Sao
York Paulo; equities)
- Sao Paulo Office
BVRJ (Bolsa de Valores de Rio de Janeiro;
equities)
CETIP (Central de Custodia e Liquidacoa
Financiera de Titulos; corporate bonds)
SELIC (Sistema Especial de Liquidacao e
Custodia; government securities)
Canada Canadian Imperial Bank of Commerce CDS (Canadian Depository for Securities)
Chile Citibank, N.A.
Czech Republic Ceskoslovenska Obchodni Banka SCP (Stredisko Cennych Papiur)
</TABLE>
____________________________________
/2/ In addition to the central bank, if applicable.
-1-
<PAGE>
<TABLE>
<CAPTION>
Country Subcustodian Depository/1/
------- ------------ -------------
<S> <C> <C>
People's Republic of Hongkong and Shanghai Banking Corporation SSCCRC (Shanghai Securities Central
China - Shanghai and Clearing and Registration Corp.)
Shenzhen
For Shenzhen, either Hongkong and
Shanghai Banking Corporation, Standard
Chartered Bank or Citibank, N.A.,
depending on the issue
Denmark Den Danske Bank VP (Vaerdipapircentralen; Danish
Securities Centre)
Finland Union Bank of Finland
France Morgan Guaranty Trust Co. of New York SICOVAM (Societe Interprofessionnelle
- Paris Office pour la Compensation des Valeurs
Mobilieres)
Germany J.P. Morgan GmbH DKV (Deutscher Kassenverein)
Greece National Bank of Greece S.A.
Hong Kong Hongkong and Shanghai Banking CCASS (Central Clearing and Settlement
Corporation System)
Hungary Citibank Budapest Rt
India Hong Kong and Shanghai Banking
Corporation
Indonesia Hongkong and Shanghai Banking
Corporation
Ireland Allied Irish Banks PLC
Italy Morgan Guaranty Trust Co. of New York Monte Titoli S.p.A.
- Milan Office
Japan The Fuji Bank, Ltd. JASDEC (Japanese Securities Depository
Center)
</TABLE>
_______________________________________
/1/ In addition to the central bank, if applicable.
-2-
<PAGE>
<TABLE>
<CAPTION>
Country Subcustodian Depository/1/
- ------- ------------ -------------
<S> <C> <C>
JSA (Japan Securities Agency/2/)
Korea Bank of Seoul KSDC (Korea Securities Depository
Corporation)
Luxembourg Banque Internationale a Luxembourg, S.A. CEDEL (Central de Livraison des
Valeurs
Mobilieres)
Malaysia Hongkong Bank Malaysia Berhad CDS (Central Depository System)
Mexico Citibank, N.A. Indeval
Netherlands Bank Labouchere nv NECIGEF (Nederlands Centraal Instituut
Voor Giraal Effectenverkeer BV)
New Zealand ANZ Banking Group Ltd. Austraclear
Norway Den Norske Bank VPS (Verdipapirsentralen; Norwegian
Registry of Securities)
Peru Citibank, N.A. Caja de Valores (CAVAL)
Philippines Hongkong and Shanghai Banking
Corporation
Poland Bank Handlowy w Warszawie S.A. National Depository of Securities
Portugal Banco Comercial Portugues Central Depository Agency and
Nationwide Clearing System
Singapore Development Bank of Singapore (CDP) Central Depository Pte
South Africa The First National Bank of Southern Central Depository Limited
Africa
Spain Morgan Guaranty Trust Co. of New York SCL (Servicio Nacional de Compensacion
- Madrid Office y Liquidacion de Valores)
Espaclear
</TABLE>
_______________________________________
/1/ In addition to the central bank, if applicable.
/2/ JSA currently does not meet 17f-5 capital requirements.
-3-
<PAGE>
<TABLE>
<CAPTION>
Country Subcustodian Depository/1/
- ------- ------------ -------------
<S> <C> <C>
Sri Lanka Hongkong and Shanghai Banking CDS (Central Depository System)
Corporation
Sweden Skandinaviska Enskilda Banken VPC (Vaerdepappercentralen; Securities
Register Centre)
Switzerland Bank Leu SEGA (Schweizerische Effekten - Giro
AG)
Taiwan Hongkong and Shanghai Banking TSCD (Tiawan Securities Central
Corporation Depository)
Thailand Hongkong and Shanghai Banking SDC (Share Depository Center)
Corporation
Turkey Citibank, N.A. Istanbul Stock Exchange Central
Ottoman Bank Depository
United Kingdom Morgan Guaranty Trust Co. of New TALISMAN (Transfer, Accounting and
York Lodgement for Investors Stock
- London Office Management for Jobbers) - Sepon Limited
CGO (Central Gilts Office)
CMO (Central Money Markets Office)
ESO (European Settlements Office)
United States Morgan Guaranty Trust Co. of New York The Depository Trust Co.
The Participants Trust Co.
Venezuela Citibank, N.A.
</TABLE>
_______________________________________
/1/ In addition to the central bank, if applicable.
-4-
<PAGE>
APPENDIX B
NOTICES TO THE CUSTODIAN
Morgan Guaranty Trust Company of New York, Brussels Office
35 avenue des Arts
Brussels 1040, Belgium
Attention: Securities Trust and Information
- ---------
Services, Global Custody
Facsimile No. 322-512-4977
Telephone No. 322-508-8365
NOTICES TO THE CLIENT
Delaware Group
1818 market Street
Philadelphia, PA 19103-3682
Attention: Mr. John O'Connor
- ---------
-1-
<PAGE>
APPENDIX C
Persons Authorized by the Client to Receive Security Procedure Materials
------------------------------------------------------------------------
[To be provided by Client]
-1-
<PAGE>
APPENDIX D
Communication Products
----------------------
<TABLE>
<CAPTION>
NUMBER
COMMUNICATIONS TERM OF
PRODUCT (CHECK ONE) COPIES LOCATION(S)
<S> <C> <C> <C>
[_] As long as this
Agreement remains in
effect
[_] One year with automatic
renewal for successive
one year terms thereafter
[_] Fixed term until
_______________.
[_] As long as this
Agreement remains in
effect
[_] One year with automatic
renewal for successive
one year terms thereafter
[_] Fixed term until
_______________.
[_] As long as this
Agreement remains in
effect
[_] One year with automatic
renewal for successive
one year terms thereafter
[_] Fixed term until
_______________.
[_] As long as this
Agreement remains in
effect
[_] One year with automatic
renewal for successive
one year terms thereafter
[_] Fixed term until
_______________.
============================================================================
</TABLE>
-1-
<PAGE>
APPENDIX E
Communication Products - Terms and Conditions
---------------------------------------------
1. Misuse; Confidentiality; Copies. The Client shall not transfer,
-------------------------------
sublicense, rent, lease, convey, translate, convert to another programming
language, decompile, disassemble, modify or change any Communication Product for
any purpose. The Client shall not use any Communication Product in a manner
which would violate this license or infringe the proprietary rights of the
Custodian or others or violate the laws, tariffs or regulations of any country.
The Client agrees not to disclose to any other party and to keep confidential
all of the Communication Products and all information contained in or related to
the Communication Products and related documentation. The Client may make only
one copy of each licensed software Communication Product for backup purposes in
support of its authorized use of the software. The Client shall include any
applicable copyright notice on any such software backup. The Client is
permitted to use each licensed copy of any Communication Product on only one
computer or local area network at a time.
2. Compatible Products. The Client shall be responsible for obtaining
-------------------
and maintaining hardware, software and other equipment and products that are
compatible with the Communication Products, as compatibility is defined by the
Custodian from time to time. The Custodian shall give the Client reasonable
advance notice of any changes in such compatibility requirements.
3. Documentation. If available, the Custodian shall give the Client one
-------------
copy of a user manual and related documentation (the "Documentation") for each
licensed Communication Product. The Documentation is intended to be used for
training and informational purposes. The Documentation describes Security
Procedures that the Client must comply with in using the Communication Products.
The Client shall immediately notify the Custodian in writing if it believes any
Security Procedure has been compromised or if any Communication Product fails to
perform as described in the Documentation.
4. Installation. At its option, the Custodian shall either install the
------------
Communication Products at the locations specified by the Client or shall furnish
the Client with installation instructions. From time to time, at its option,
the Custodian shall either install new releases of the Communication Products or
furnish the Client with installation instructions and direct the Client to
install such new releases by itself. The Client agrees to allow the Custodian
to install such new releases or to install such new releases by itself if
directed to do so by the Custodian.
5. Returns, Repairs and Replacements. Upon the termination of this
---------------------------------
License with respect to any Communication Product, the Client agrees to return
all copies of such Communication Product and related documentation to the
Custodian. The Client agrees to pay any shipping charges incurred in connection
with the return of any Communication Product to the Custodian for replacement,
update or upon termination of this License with respect to such Communication
Product. Communication Products that are lost, damaged or otherwise rendered
inoperable due to the Client's
-1-
<PAGE>
negligent, reckless or intentional misuse, or due to reasons beyond the
Custodian's control, shall be repaired or replaced at the Client's expense.
Communication Product repairs shall only be performed by the Custodian or a
party authorized by the Custodian to perform such repairs.
6. Fees; Taxes. The Client agrees to pay the Custodian license fees and
-----------
such other fees as the parties hereto may agree upon in writing from time to
time in connection with obtaining the Communication Products. The Client agrees
to reimburse the Custodian for, or shall pay directly to the relevant taxing
authorities, any sales, use, value added, excise or other taxes, other than
taxes based on the Custodian's net income, incurred by the Custodian or which
may in the future be incurred by the Custodian as a result of this License or on
or measured by the prices and other charges of the Communication Products
furnished for the Client's use, however designated, levied or based, whenever
the Custodian has paid or shall be liable to pay or collect any such tax from
the Client pursuant to applicable law, as interpreted by the departmental
authorities of the taxing unit.
7. Warranty. The Custodian warrants that, for a period of 30 days after
--------
delivery of a Communication Product to the Client such Communication Product
will perform substantially in accordance with the then current specifications
therefor as set forth in the Documentation. If a Communication Product fails to
meet the foregoing warranty and the Client gives the Custodian written notice
thereof during the applicable warranty period, the Custodian's sole obligation
shall be to provide technical services to attempt to correct the failure,
provided that (i) the Client gives the Custodian detailed information regarding
such failure and the Custodian is able to duplicate same and (ii) the
Communication Product has not been used in an unauthorized manner or otherwise
misused or abused. The Client acknowledges that the Communication Products are
complex, may not be error free, and that all errors, if any, may not be
correctable or avoidable. Except and to the extent expressly provided above,
and in lieu of all other warranties, the Communication Products are provided "as
is", all warranties and representations of any kind with regard to the
Communication Products are hereby disclaimed, including any implied warranties
of merchantability or, fitness for a particular purpose.
8. Infringement. The Custodian shall defend or settle, at its own
------------
expense, any cause of action or proceeding brought against the Client which is
based on a claim that the use of a Communication Product infringes any patent,
copyright, trade secret or other proprietary right. The Custodian shall
indemnify and hold the Client harmless against any final judgment that may be
awarded by a court of competent jurisdiction against the Client as a result of
the foregoing. The Custodian's obligations hereunder are conditioned upon its
receiving from the Client (i) prompt written notice of each such claim, (ii)
reasonable cooperation and information in Client's Possession and (iii) the
right to control and direct the investigation, defense and settlement of each
such claim. If a claim is made that a Communication Product infringes any
patent, copyright, trade secret or other proprietary right, the Custodian may,
in the Custodian's sole discretion, either procure for the Client the right to
continue using such Communication Product, modify it to make its use
noninfringing, or replace it with a noninfringing product; provided that if none
of the foregoing is reasonably available to the Custodian, the Custodian may
terminate the license granted herein and require the Client to return all copies
of the relevant Communication Product. Notwithstanding the foregoing, the
Custodian shall not be liable to the Client pursuant to this Section if a claim
is based on (i) a combination of a Communication Product with data or other
software or devices not supplied by the
-2-
<PAGE>
Custodian, (ii) modifications to a Communication Product not made by the
Custodian or (iii) use of a Communication Product in an unauthorized manner.
9. Related Services. These terms and conditions and the Documentation
----------------
are intended to define the rights and obligations of the Client with respect to
Communication Products used by the Client in connection with all services (e.g.,
custody, funds transfers, foreign exchange etc.) offered by Morgan Guaranty
Trust Company of New York and its affiliates to the Client. The provisions of
this Agreement and any documents relating to other services offered by Morgan
Guaranty Trust Company of New York and its affiliates may supplement these terms
and conditions but in the event of any inconsistency between this Agreement or
such other documents and these terms and conditions, these terms and conditions
shall prevail.
10. Intraday Reports. The Client acknowledges that intraday reports
----------------
received by the Client by means of any Communication Product may contain
information that is subject to correction, and that corrections of such
information will routinely occur without notice to the Client. The Client
understands that intraday reports are provided for informational purposes only
and are not to be relied upon for purposes of final reconciliations or
otherwise. Neither Morgan Guaranty Trust Company of New York nor any affiliate
or subsidiary of Morgan Guaranty Trust Company of New York that provides data
with respect to intraday reports makes any representation or warranty that such
reports are accurate or complete.
-3-
<PAGE>
EXHIBIT 24(B)(8)(B)
DOMESTIC CORPORATE CUSTODY AGREEMENT
------------------------------------
AGREEMENT dated as of ______________ between MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, a New York banking corporation, (the "Bank") and
______________________________, a Maryland corporation (the "Client"), for
_____________________________.
1. The Bank agrees to establish and maintain for the account of the
Client (a) one or more custody accounts (singly a "Custody Account" and
collectively the Custody Accounts") for any and all stocks, bonds and other
securities (the "Securities") from time to time delivered to or held by the
Bank, The Depository Trust Company ("DTC"), The Participant Trust Company
("PTC"), or the Federal Reserve Bank of New York ("FRB") or such other
institutions in which the assets of an investment company may be maintained
pursuant to Rule 17f-4 of the Investment Company Act of 1940 ("1940 Act"), (the
DTC, PTC and FRB and such other institutions being, hereafter individually
referred to as a "Securities Depository" and collectively as "Securities
Depositories") under the terms of this Agreement and (b) one or more deposit
accounts (singly a "Deposit Account" and collectively the "Deposit Accounts")
for any and all cash (the "Cash") delivered to or held by the Bank under the
terms of this Agreement. For purposes of this Agreement, the term "Custody
Accounts" shall include segregated accounts for Client's assets which from time
to time shall be established and maintained by the Bank hereunder. Custodian
agrees that all arrangements for the custody of securities with Securities
Depositories shall be established and maintained in accordance with the
requirements of Rule 17f-4.
2. (a) The records maintained by the Bank, in connection with the
Custody Accounts and the Deposit Accounts will reflect all Securities and Cash
maintained in accordance with Section 1 hereof.
(b) The Bank will require each Securities Depository to identify the
Custody Account maintained by the Bank with such Securities Depository in which
Securities are held as a Custody Account of the Bank for the Client. To the
extent permitted by the provisions of Rule 17f-4 under the 1940 Act, Securities
held in the Custody Account maintained by the Bank with such Securities
Depository may be commingled with securities of other clients of the Bank but
not with securities owned by the Bank. If the Client's Securities are commingled
in a Securities Depository with securities of other Bank clients, Bank will, by
book-entry or otherwise, identify as belonging to Client, Client's quantity of
securities in the fungible bulk of
<PAGE>
securities (i) registered on behalf of Bank in the name of the Securities
Depository or the Securities Depository's nominee or (ii) shown on Bank's
account on the books of the Securities Depository.
(c) The Bank will physically segregate any Securities which are
physically held by it, from those it physically holds for other clients.
3. Unless and until the Bank receives Authorized Instructions (as
such term is defined in Section 16 hereof) to the contrary, the Bank shall make
payments of Cash only in the following circumstances:
(a) in connection with the purchase of any Securities for the Client
and the delivery of such Securities to the Bank or to the account maintained by
the Bank with a Securities Depository for credit to a Custody Account of the
Client, each such payment to be made in amounts specified by Authorized
Instructions;
(b) for the payment of operating expenses on behalf of the Client,
each such payment be made in amounts specified in Authorized Instructions;
(c) for any payments to be made in connection with, the sale,
conversion, exchange or surrender of any Securities, each such payment to be
made in amounts specified in Authorized Instructions;
(d) for other purposes of the Client, including the disbursement of
Cash for redemption of shares of the Client, as described in Authorized
Instructions; and
(e) upon the termination of this Agreement as set forth in Section 17
of this Agreement.
4. Unless and until the Bank receives Authorized Instructions to the
contrary, Securities will be transferred, exchanged or delivered by the Bank in
the following circumstances:
(a) upon the sale of Securities and receipt by the Bank of payment
therefor in accordance with Authorized Instructions; provided that when the Bank
--------
is instructed to deliver Securities against payment, delivery will be made and
payment will be received in accordance with applicable law and generally
accepted local market practice. In the absence of the negligence, bad faith,
reckless disregard of duty or willful misconduct of Bank, a Securities
Depository or any of their respective agents, the Client agrees that it bears
the risk that the recipient of such Securities may fail to make payment, return
-2-
<PAGE>
such Securities or hold such Securities or the proceeds of their sale in trust
for the Client or for the Bank as the Client's agent;
(b) in exchange for or upon conversion into other Securities or Cash
pursuant to a plan of merger, consolidation, reorganization, recapitalization or
readjustment;
(c) upon the conversion of Securities pursuant to their terms into
other Securities;
(d) upon the exercise of subscription, purchase or other similar
rights represented by Securities;
(e) for other purposes of the Client as described in Authorized
Instructions; and
(f) upon the termination of this Agreement as set forth in Section 17
of this Agreement.
5. Until the Bank receives Authorized Instructions to the contrary, the
Bank will do the following:
(a) deposit all Cash delivered to or held by the Bank for the account
of the Client in a Deposit Account;
(b) take such steps as are consistent with its duty of care set forth
in Paragraph 7 hereof to secure or otherwise prevent the loss of rights
relating, to any Securities;
(c) immediately notify the Client upon receiving notices or reports
of corporate actions affecting, any Securities;
(d) present for payment maturing obligations and hold monies received
upon presentation of such maturing, obligations for credit to a Deposit Account
and, immediately after receipt of notice of calls of redemption of Securities
notify Client and take such action as specified in Authorized Instructions with
respect to that call;
(e) execute in the name of the Client such ownership and other
certificates as may be required to obtain payment in respect of any Securities;
(f) accept and open all mail directed to the Client in care of the
Bank and act accordingly;
(g) not disclose the Client's name, address and Securities position
to the issuers of Securities upon the request of such issuers;
-3-
<PAGE>
(h) dispose of fractional interests received by the Bank as a result
of stock dividends by selling any fractional interest received;
(i) make periodic reports, including monthly asset listings and daily
principal and income advices, with respect to the Securities and Cash including,
but not limited to, notification of any transaction affecting the Securities or
Cash and provide such other information and reports as Client may from time to
time reasonably request;
(j) with advance notice by Bank and advance written approval by
Client, exchange all monies received in a foreign currency in connection with
any foreign Securities, including income and the proceeds of sales and
redemptions, into U.S. Dollars at the prevailing rate of exchange in New York as
determined by the Bank for credit to a Deposit Account immediately upon receipt
of notice of such monies having been received; and
(k) immediately forward to the Client reports the Bank receives, from
any Securities Depository with respect to such Securities Depository's system of
internal accounting controls and, upon reasonable request of the Client or as
required by law or regulation, a copy of the annual report prepared by the
independent public accountants of the Bank on the Bank's system of internal
accounting controls;
(l) collect dividends, interest and other payments made and stock
dividends, rights and similar distributions made or issued with respect to
Securities;
(m) immediately after the Bank becomes aware thereof notify the
Client of any rights offering by any issuer of Securities and, to the extent
permitted by law applicable to the Bank, and following further written notice to
Client, sell such rights in the principal market for such rights and deposit the
proceeds of such sale in the Client's Deposit Account if the Client does not
instruct the Bank as to whether or not to purchase securities under such rights
offering, by the deadline for such purchase;
(n) immediately after receipt thereof deliver to the Client those
communications relating to any Securities which call for voting, or the exercise
of rights or other specific action (including materials relating to legal
proceedings intended to be transmitted to holders of such Securities);
(o) to the extent required or permitted by applicable law and
practice, require the Banks or Securities Depositories' nominees to execute and
deliver to the Client proxies and proxy materials relating to Securities
registered in the name of such
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<PAGE>
nominees but without indicating the manner in which such proxies are to be voted
and deliver proxies relating to bearer Securities in accordance with Authorized
Instructions and applicable law and practice; and
(p) with respect to any corporate actions not listed above, the
Bank shall immediately inform the Client thereof and shall (in the absence of
Authorized Instructions from the Client within any prescribed deadline) take
such action as it considers appropriate in the circumstances.
6. The Bank will forward to the Client all annual and interim
stockholder reports which the Bank receives relating to any Securities.
7. The Bank shall comply with the provisions of the 1940 Act which
directly apply to services provided to Client hereunder. The Bank shall have
responsibility as a bailee for hire under the law of the State of New York with
respect to any Securities or Cash delivered to or received by it or a Securities
Depository for the account of the Client. Without limiting the generality of
the foregoing, the Bank will hold the Client harmless from and indemnify it
against any loss that occurs as a result of the negligence, bad faith, reckless
disregard of duty or willful misconduct of the Bank or any Securities
Depository. Notwithstanding any provision of this Agreement to the contrary, the
delivery of Securities to the Bank or to a Securities Depository shall trigger
each and every duty, right and obligation of the Bank hereunder.
8. The Bank will, at its sole discretion, accept orders from the
Client for the purchase or sale of Securities and either execute such orders
itself or by means of an agent, such as a broker or other financial organization
of its choice, subject to the fees and commissions in effect from time to time.
In the absence of its negligence, bad faith, reckless disregard of its duties or
its willful misconduct, the Bank will not be responsible for any act or
omission, or for the solvency, of any broker or agent selected by the Bank to
effect any transaction for the account of the Client. When instructed to buy or
sell Securities for which an affiliate of the Bank acts as a dealer, the Bank
will buy or sell such Securities from or to such affiliate only with the advance
written approval of the Client.
9. (a) The Client agrees that when the Bank is instructed to
receive any Securities against payment, it will have sufficient Cash in the
Deposit Accounts or will make sufficient funds available to the Bank for such
purpose.
(b) Any dividends or interest automatically credited to the
Deposit Accounts which are not subsequently received by the Bank from the entity
making such payment will be reimbursed
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<PAGE>
to the Bank and the Bank, following receipt of advance written approval by the
Client (which approval shall not be unreasonably withheld), may debit the
Deposit Accounts for this purpose.
10. Securities may be registered in the name of the Bank's nominee or, to
the extent permitted by applicable securities laws as to any Securities in the
possession of a Securities Depository, in the name of such Securities
Depository's nominee. The Client agrees to hold such nominees harmless from any
liability that may arise solely because the shareholder records of the issuer of
the Securities indicates that the nominee is the holder of record of such
Securities, but not for actions or inactions of such nominee.
11. The Bank shall be responsible for the performance of those duties as
are set forth herein or contained in Authorized Instructions given to the Bank
that are not contrary to the provisions of this Agreement. The Bank is not under
any duty to provide the Client with investment advice or to supervise its
investments.
12. Subject to the standard of care set forth in Section 7 of this
Agreement:
(a) all collections of funds or other property paid or distributed
with respect to any Securities shall be made at the risk of the Client;
(b) the Bank shall have no liability for any loss occasioned by delay
in the actual receipt of notice by the Bank of any payment, redemption,
proceeding or other transaction regarding, or of any rights exercisable by the
Client in connection with, any Securities with respect to which the Bank has
agreed to take action as provided in Section 5 of this Agreement; and
(c) the Bank shall not be liable for any action taken in good faith
upon Authorized Instructions or upon any certified copy of any vote of the Board
of Directors of the Client and may rely on any such documents that it in good
faith believes to be validly executed.
13. Consistent with normal industry practice, Bank will cooperate with the
Client's independent public accountants and shall take all reasonable action in
the performance of its obligations under this Agreement to assure that the
necessary information is made available to such accountants for the expression
of their opinion, as such may be required from time to time by the Client. The
Bank will allow independent public accountants of the Client reasonable access
to the physical Securities and Cash of the Client held by Bank and to the
records of the Bank relating to the Securities and Cash as required by
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<PAGE>
those accountants in connection with their examination of the books and records
pertaining to the affairs of the Client. Bank also will make available for
inspection and copying by the Client at all times, the books and records
pertaining to the Client that are maintained pursuant to this Agreement.
14. The Client agrees to pay the Bank as compensation for its services a
fee computed at rates determined in writing by mutual agreement of the Client
and the Bank from time to time. It is agreed that the Bank shall be compensated
for those out-of-pocket expenses arising, in connection with this Agreement
(including, without limitation, taxes, assessments, charges and attorney's fees
and expenses) which (like taxes or assessments) are not presently imposed or are
not incurred by the Bank as part of the usual and ordinary routine of performing
services of the kind performed hereunder as well as those out-of-pocket expenses
which are incidental to and are incurred by the Bank in the course of performing
the services agreed upon herein including, but not limited to, such expenses as
insurance and postage associated with shipping physical securities. The Bank is
authorized, with prior written notice from Client, to charge the Deposit
Accounts for such items and the Client hereby pledges to the Bank as security
for the payment of its fee and the fulfillment of any other obligations or
liability of any kind which the Client may have to the Bank in connection with
this Agreement, all Securities and Cash (collectively the "Collateral") held by
the Bank or a Securities Depository and hereby grants to the Bank a lien, right
of set-off and security interest in the Collateral, but only to the extent of
any outstanding unpaid amounts payable hereunder at any time. The Client agrees
that it is the duty of the Client to reconcile statements and advices sent to it
by mail or electronic media as promptly as possible and that all such statements
and advices will be considered final 90 days from the date of dispatch.
15. In the event that the Client elects to purchase or sell options, puts,
calls or futures contracts, the Client may give Bank Authorized Instructions to
open additional Segregated Custody Accounts and to take additional actions not
inconsistent with this Agreement which may be required to comply with applicable
laws and regulations, including without limitation the regulations of the
Commodities Futures Trading Commission. The Client and Bank acknowledge that
separate agreements will be required in order to effect the pledge arrangements
necessary to such transactions.
16. The term "Authorized Instructions" means any written statement,
notice, request, order, telegram, cablegram, letter or other paper or electronic
communication (including but not limited to MARS ID and MORCOM/Securities)
actually received by the Bank and reasonably believed by it to be genuine and to
have been signed, sent or presented by two Authorized Persons. The
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<PAGE>
term "Authorized Instructions" also includes oral instructions actually received
by it from an Authorized Person or from a person reasonably believed by the Bank
to be an Authorized Person for all securities transactions other than
transactions free of payment. The Client agrees to forward to the Bank
confirming written instructions signed by the two Authorized Persons by the
close of business on the same day as such oral instructions are given to the
Bank. The Client agrees that the fact that such confirming instructions are not
received by the Bank or that the terms of such confirming instructions vary from
the terms of the original oral instructions shall in no way affect the validity
or enforceability of the transaction authorized by such oral instructions.
Subject to the standard of care set forth in Section 7 of this Agreement, the
Client agrees that the Bank may rely on Authorized Instructions and shall incur
no liability to the Client in acting in accordance with Authorized Instructions
given to the Bank hereunder; the Client agrees to assume all risks which may
result from any action taken by the Bank in reasonable reliance in good faith on
Authorized Instructions. The term "Authorized Persons" means those officers and
employees of the Client who have been designated by or pursuant to a vote of the
Board of Directors of the Client, a certified copy of which has been or will be
filed with the Bank, to act on behalf of the Client in connection with this
Agreement. Such persons shall continue to be Authorized Persons until such time
as there has been filed with the Bank a properly certified copy of a vote of the
Board of Directors revoking the authority of such persons. The Client shall
safeguard all testkeys, identification codes or other security devices with
which the Bank provides it.
17. This Agreement may be terminated by the Bank or the Client on 60 days'
written notice to the other party, sent by registered mail. If notice of
termination is given by the Bank, two Authorized Persons shall, within 60 days
following the giving of such notice, specify in writing the names of the persons
to whom all Securities and Cash shall be delivered or paid. In such case, the
Bank, subject to the satisfaction of amounts owed to it pursuant to Section 14
hereof, will deliver such Securities and pay such Cash to the persons so
specified. If within 60 days following the giving of a notice of termination by
the Bank, the Bank does not receive from the Client the names of the persons to
whom the Bank shall deliver such Securities and pay such Cash, the Bank, at its
election, may deliver such Securities and pay such Cash to a bank or trust
company doing business in the State of New York which would be authorized to
serve as a custodian for an investment company and which has an aggregate
capital, surplus and undivided profits, as shown by its last published report,
of not less than twenty-five million dollars $25,000,000, to be held and
disposed of pursuant to the provisions of this Agreement or the Authorized
Instructions of any two Authorized Persons or may continue to hold such
Securities and Cash until the names of such persons are delivered to the Bank.
If notice of termination is
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given by the Client, the Bank, subject to the satisfaction of amounts owed to it
pursuant to Section 14 hereof, will deliver such Securities and pay such Cash to
persons specified in Authorized Instructions.
18. Except as otherwise provided in this Agreement, any notice or other
communications to the Bank is to be sent to the Bank at 60 Wall Street, New
York, N.Y. 10260 Attention: Domestic Safekeeping Department. Any notice or other
communication to the Client is to be mailed postage prepaid and addressed to it
at the address set forth on the signature page hereof.
19. This Agreement shall be governed by and constructed in accordance with
the law of the State of New York and shall bind the parties hereto and their
successors and assigns; provided, however, that neither party may assign this
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Agreement without the prior, written consent of the other party hereto.
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
By:________________________________
Title:
DELAWARE POOLED TRUST, INC.,
for
By:________________________________
Title:
ATTEST
By:________________________________
Title:
Address of Record:
Philadelphia, Pennsylvania
Attention:
Taxpayer I.D. Number: 23-2651511
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Exhibit 24(B)(9)
DELAWARE POOLED TRUST, INC.
THIRD AMENDED AND RESTATED
SHAREHOLDERS SERVICES AGREEMENT
THIS AGREEMENT, made this ______ day of __________, 1995 by and between
DELAWARE POOLED TRUST, INC. ("Fund"), a Maryland corporation, for THE AGGRESSIVE
GROWTH PORTFOLIO, THE DEFENSIVE EQUITY PORTFOLIO, THE DEFENSIVE EQUITY SMALL/
MID-CAP PORTFOLIO, THE DEFENSIVE EQUITY UTILITY PORTFOLIO, THE FIXED INCOME
PORTFOLIO, THE GLOBAL FIXED INCOME PORTFOLIO, THE HIGH-YIELD BOND PORTFOLIO, THE
INTERNATIONAL EQUITY PORTFOLIO, THE INTERNATIONAL FIXED INCOME PORTFOLIO, THE
LABOR SELECT INTERNATIONAL EQUITY PORTFOLIO, THE LIMITED-TERM MATURITY PORTFOLIO
AND THE REAL ESTATE INVESTMENT TRUST PORTFOLIO (individually, a "Portfolio" and
collectively, "Portfolios"), and DELAWARE SERVICE COMPANY, INC. ("DSC"), a
Delaware corporation.
W I T N E S S E T H:
WHEREAS, the Investment Management Agreements between the Fund on behalf of
the Portfolios 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, redemption and repurchase of
shares; preparation of share
<PAGE>
certificates; reports and notices to stockholders; calling and holding of
stockholders' meetings; miscellaneous office expenses; brokerage commissions;
custodian fees; legal and accounting fees; taxes; and federal and state
registration fees;
WHEREAS, the Fund and DSC desire to have a written agreement concerning the
performance of the foregoing services and providing compensation therefor; and
WHEREAS, the Fund and DSC previously consolidated and restated the separate
Shareholder Services Agreements dated November 12, 1991 for The Defensive Equity
Portfolio, The Aggressive Growth Portfolio, The International Equity Portfolio,
The Fixed Income Portfolio and The Limited-Term Maturity Portfolio into a
combined agreement including The Global Fixed Income Portfolio; such Amended and
Restated Shareholder Services Agreement was dated November 2, 1992 ("1992
Agreement"); and
WHEREAS, the 1992 Agreement was amended on February 28, 1994 to include The
International Fixed Income Portfolio ("Second Amended and Restated Agreement");
and
WHEREAS, the Fund and DSC wish to amend the Second Amended and Restated
Agreement to add The Defensive Equity Small/Mid-Cap Portfolio, The Defensive
Equity Utility Portfolio, The High-Yield Bond Portfolio, The Labor Select
International Equity Portfolio and The Real Estate Investment Trust Portfolio;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth, and intending legally to be bound, it is agreed:
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I. APPOINTMENT AS AGENT
1.1 The Fund hereby appoints DSC Shareholder Services Agent for the
Portfolios 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.
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, including those relating
to the Portfolios, or altering or abolishing each such class or series;
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(d) A certified copy of a resolution of the Board of Directors of the
Fund appointing DSC as Shareholder Services Agent for the Portfolios and
authorizing the execution of this Agreement;
(e) The forms of share certificates for the Portfolios in the forms
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 Portfolios;
(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, if any;
(i) Any opinion of counsel to the Fund relating to the authorization
and validity of the shares of the Portfolios 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
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(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 Portfolios 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
(c) An opinion of counsel to the Fund as to the validity of such
action, if requested by DSC.
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 Portfolio shares which
it issues will be properly
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registered and lawfully issued under applicable federal and state laws.
(b) The provisions of this Agreement 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 Agreement 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 Portfolios, 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,
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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.
IV. TRANSFER AGENT
4.1 As Transfer Agent for the Portfolios, DSC shall issue, redeem and
transfer shares of the Portfolios, 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 transferee-stockholders; if applicable, issue and/or
cancel stock certificates.
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(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 Portfolio
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 Portfolio shares has been suspended or discontinued.
V. DIVIDEND DISBURSING AGENT
5.1 As Dividend Disbursing Agent for the Portfolios, DSC shall disburse
and cause to be disbursed to Portfolio stockholders Portfolio 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:
(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.
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<PAGE>
(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 Portfolio shares are to be issued and authorized and
instruct the issuance of Portfolio 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 Portfolios, 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
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<PAGE>
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.
(c) As instructed by the Fund, prepare and mail stockholder account
information, mail Portfolio stockholder reports and Portfolio 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
Portfolio stockholders, including retirement plans, including activities not
otherwise provided in Section I through V of this Agreement.
VII. PERFORMANCE OF DUTIES
7.1 The parties hereto intend that Portfolio 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.
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<PAGE>
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.
7.6 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.
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<PAGE>
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
Portfolios and their 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.
8.4 Compensation as provided in Schedule A shall be reviewed and approved
in the manner set forth in Section 10.1 hereof by the
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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
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<PAGE>
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.
10.2 This Agreement may not be assigned without the approval of the
Fund.
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10.3 This Agreement shall be governed by the laws of the Commonwealth
of Pennsylvania.
DELAWARE SERVICE COMPANY, INC.
Attest:______________________ By:_____________________________
Eric E. Miller
Vice President/
Assistant Secretary
DELAWARE POOLED TRUST, INC. FOR
THE AGGRESSIVE GROWTH PORTFOLIO,
THE DEFENSIVE EQUITY PORTFOLIO,
THE DEFENSIVE EQUITY SMALL/MID-CAP
PORTFOLIO,
THE DEFENSIVE EQUITY UTILITY PORTFOLIO,
THE FIXED INCOME PORTFOLIO,
THE GLOBAL FIXED INCOME PORTFOLIO,
THE HIGH-YIELD BOND PORTFOLIO,
THE INTERNATIONAL EQUITY PORTFOLIO,
THE INTERNATIONAL FIXED INCOME PORTFOLIO,
THE LABOR SELECT INTERNATIONAL
EQUITY PORTFOLIO,
THE LIMITED-TERM MATURITY PORTFOLIO,
THE REAL ESTATE INVESTMENT
TRUST PORTFOLIO
Attest:______________________ By:_____________________________
Eric E. Miller Wayne A. Stork
Vice President/ Chairman of the Board
Assistant Secretary
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SCHEDULE A
COMPENSATION
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DSC's compensation for shareholder services to the Fund shall be $25,000. DSC
will bill and the Fund shall pay such compensation monthly ($2,083.33 per month)
allocated among the Portfolios of the Fund based on the relative percentage of
assets of each portfolio at the time of billing and adjusted appropriately to
reflect the length of time a particular portfolio is in operation during any
billing period.
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Exhibit (24)(b)(11)
Consent of Independent Auditors
We consent to the references to our firm under the captions "Financial
Highlights" in the Prospectus and "Financial Statements" in the Statement of
Additional Information included in this Post-Effective Amendment No. 9 to the
Registration Statement (Form N-1A) (No. 33-40991) of the Defensive Equity,
Aggressive Growth, International Equity, Fixed Income, Limited-Term Maturity,
Global Fixed Income, and International Fixed Income Portfolios of Delaware
Pooled Trust, Inc. and to the incorporation by reference of our reports dated
December 2, 1994, included in the 1994 Annual Reports to Shareholders of the
Defensive Equity, Aggressive Growth, International Equity, Fixed Income,
Limited-Term Maturity, Global Fixed Income, and International Fixed Income
Portfolios of Delaware Pooled Trust, Inc.
/s/ Ernst & Young LLP
Ernst & Young LLP
Philadelphia, Pennsylvania
November 21, 1995
