DELAWARE POOLED TRUST INC, 485BPOS, 1997-05-23

DELAWARE POOLED TRUST INC
485BPOS, 1997-05-23

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<PAGE>

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

File No. 33-40991
File No. 811-6322

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X

Pre-Effective Amendment No._______

Post-Effective Amendment No. 16 X
----

AND

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X

Amendment No. 16
--

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

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

Approximate Date of Public Offering: May 23, 1997
-------------

It is proposed that this filing will become effective:

_____ immediately upon filing pursuant to paragraph (b)

__X__ on May 23, 1997 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 27, 1996.

<PAGE>

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

This Post-Effective Amendment No. 16 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

*This Post-Effective Amendment relates to the Registrant's 12 series of shares:
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
Portfolio, The International Fixed Income Portfolio The Labor Select
International Equity Portfolio, The High-Yield Bond Portfolio, The Real Estate
Investment Trust Portfolio, The Emerging Markets Portfolio (each a "Portfolio"
and together, the "Portfolios"). The Registrant's Prospectus and Statement of
Additional Information ("SAI") each dated April 14, 1997 are incorporated into
this filing by reference to the electronic filing of the Prospectus and SAI made
pursuant to Rule 497(c) on April 16, 1997.

<PAGE>

CROSS-REFERENCE SHEET *

PART A**

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

1 Cover Page........................................................Cover

2 Fund Expenses.....................................................Fund Expenses

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>
* This filing relates to the Registrant's shares of each Portfolio.
** The Registrant's Prospectus dated April 14, 1997 is incorporated into this
filing by reference to the electronic filing of the Prospectus made pursuant to
Rule 497(c) on April 16, 1997.

<PAGE>

PART B *
<TABLE>
<CAPTION>

Location in Statement
Item No. Description 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
Agreements; Officers and
Directors; General
Information; Financial
Statements

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

18 Capital Stock and Other Securities................................Capitalization and
Noncumulative Voting
(under General Information)

19 Purchase, Redemption and Pricing of
Securities Being Offered..........................................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>
* The SAI dated April 14, 1997 for the Portfolios is incorporated into this
filing by reference to the electronic filing of the SAI made pursuant to Rule
497(c) on April 16, 1997.

PART C

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>

The Registrant's Prospectus and SAI, each dated April 14, 1997, are incorporated
into this filing by reference to the electronic filing of the Prospectus and SAI
made pursuant to Rule 497(c) on April 16, 1997.

<PAGE>

MAY 23, 1997

DELAWARE POOLED TRUST, INC.
THE HIGH-YIELD BOND PORFTOLIO

SUPPLEMENT TO PROSPECTUS DATED APRIL 14, 1997

The following supplements the Prospectus.

Financial Highlights

The following unaudited financial highlights for The High-Yield Bond
Portfolio (the "Portfolio") are derived from the unaudited financial statements
of the Portfolio for the period December 2, 1996 (date of initial public
offering) through April 30, 1997. The data should be read in conjunction with
the financial statements and related notes which are included with Delaware
Pooled Trust, Inc.'s Statement of Additional Information.

<PAGE>

The High-Yield
Bond Portfolio
--------------
Unaudited
12/2/96(1)
through
4/30/97
-------------
Net Asset Value, Beginning of Period...................... $10.000

Income From Investment Operations
- ---------------------------------
Net Investment Income..................................... 0.330
Net Gains (Losses) on Securities
(both realized and unrealized)........................ 0.195
-----
Total From Investment Operations................... 0.525
-----

Less Distributions
- ------------------
Dividends from Net Investment Income...................... (0.265)
Distributions from Capital Gains.......................... none
Returns of Capital........................................ none
------
Total Distributions................................ (0.265)
------
Net Asset Value, End of Period............................ $10.260
=======

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

Total Return ...........................................5.29%(2)
- ------------

Ratios/Supplemental Data
- ------------------------

Net Assets, End of Period (000's omitted)................. $8,604
Ratio of Expenses to Average Daily Net Assets............. 0.59%
Ratio of Expenses to Average Daily Net Assets
Prior to Expense Limitation........................... 0.91%
Ratio of Net Investment Income to Average
Daily Net Assets...................................... 8.86%
Ratio of Net Investment Income to Average Daily Net Assets
Prior to Expense Limitation........................... 8.54%
Portfolio Turnover Rate................................... 125%

- ----------
(1) Date of initial public offering; ratios have been annualized but total
return has not been annualized. Total return for this short of a time
period may not be representative of longer term results.

(2) Total return reflects the expense limitations referenced under Summary of
Expenses in the Prospectus.

<PAGE>

The following paragraph supplements the information in the Prospectus under the
section entitled General Information.

Lincoln National Corporation Employees' Retirement Trust (the "Trust") made an
initial investment in The Emerging Markets Portfolio, which resulted in the
Trust owning approximately 100% of the outstanding shares of the Portfolio.
Subject to certain limited exceptions, there would be no limitation on the
Trust's ability to redeem its shares of the Portfolio and it may elect to do so
at any time.

<PAGE>

MAY 23, 1997
DELAWARE POOLED TRUST, INC.
SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION
DATED APRIL 14, 1997

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

The 30-day yield of The High-Yield Bond Portfolio as of April 30, 1997
was 9.82%.

The performance of The High-Yield Bond Portfolio, as shown below, is
the cumulative total return quotations through April 30, 1997.

Cumulative Total Return(1)

The High
Yield Bond
Portfolio

3 months ended 4/30/97 1.96%

Period 12/2/96(2) 5.29%
through 4/30/97

(1) With respect to 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 the Portfolio and to pay the Portfolio's
expenses to the extent necessary to ensure that the expenses of the
Portfolio (exclusive of taxes, interest, brokerage commissions and
extraordinary expenses) do not exceed, as a percentage of average net
assets, on an annualized basis, 0.59%, during the period from the
commencement of the public offering of the Portfolio through October 31,
1997. In the absence of such waiver, performance would have been affected
negatively.

(2) Date of initial public offering; total return for this short of a time
period may not be representative of longer term results.

The following provides updated infromation in the section of the Statement of
Additional Information entitled Officers and Directors.

The business and affairs of the Fund are managed under the direction of
its Board of Directors. As of April 30, 1997, the directors and officers, as a
group, owned less than 1% of the outstanding shares of The Real Estate
Investment Trust Portfolio; they did not hold shares of any of the other
Portfolios.

<PAGE>

As of April 30, 1997, management believes the following accounts held 5%
or more of the outstanding shares of a Portfolio:
<TABLE>
<CAPTION>

Portfolio Name and Address of Account Share Amount Percentage
- --------- --------------------------- ------------ ----------
<S> <C> <C> <C>

The Defensive
Equity Portfolio Northern Trust
TRST PHH Group
P.O. Box 92956
Chicago, IL 60675 568,844 12.50%

Strafe & Co.
For Consolidated Products
Profit Sharing Plan
P.O. Box 160
Westerville, OH 43086 476,138 10.46%

The Northern Trust Company
TRST Children's Memorial
Pension Trust
22-45691 / 2-255243
P.O. Box 92956
Chicago, IL 60675 340,561 7.05%

Commerce Bank of Kansas City
Trust Burns & McDonnell
Employee Stock Ownership Plan
P.O. Box 419248
Kansas City, MO 64141 334,958 7.36%

Metz Baking Company
Master Pension Trust
1014 Nebraska Street
Sioux City, IA 51105 299,801 6.59%

</TABLE>

<PAGE>

Portfolio Name and Address of Account Share Amount Percentage
- --------- --------------------------- ------------ ----------
<S> <C> <C> <C>

The Defensive
Equity Portfolio Cherrytrust & Co.
FBO Colorado Open Shop
Employers Pension Trust
C/O The Bank of Cherry Creek NA
3033 E. First Ave
Denver, CO 80206 289,509 6.36%

Patterson & Company
c/o CoreStates Bank
P.O. Box 7829
Philadelphia, PA 19101 275,989 6.06%

Mac & Co.
A/C LNFF5033902
Mutual Funds Operations
P.O. Box 3198
Pittsburgh, PA 15230 251,100 5.51%

The Aggressive
Growth Portfolio St. Elizabeth Hospital Medical Center
1044 Belmont Ave.
Youngstown, OH 44504 394,130 36.37%

The Hillman Foundation, Inc.
2000 Grant Building
Pittsburgh, PA 15219 342,202 31.58%

Crestar Bank
Cust the College of William and Mary
P.O. Box 8795
Blow Memorial Hall
Williamsburg, VA 23187 134,202 12.38%

The City of Groton
295 Meridian Street
Groton, CT 06340 61,900 5.71%

</TABLE>

Portfolio Name and Address of Account Share Amount Percentage
- --------- --------------------------- ------------ ----------
<S> <C> <C> <C>

The International
Equity Portfolio The Salvation Army
Eastern Territory
440 West Nyack Road
West Nyack, NY 10994 2,701,874 10.71%

Father Flanagan's Foundation Fund
14100 Crawford St.
Boys Town, NE 68010 2,169,664 8.60%

The Salvation Army
Central Territory
10 West Algonquin Road
Des Plaines, IL 60016 2,081,588 8.25%

Mac & Co.
A/C LCPF0763222
Mutual Fund Operations
P.O. Box 3198
Pittsburgh, PA 15230 1,497,760 5.93%

National City Trust Company
Cust. University of Kentucky
101 S. Fifth St.
Louisville, KY 40202-3103 1,496,066 5.93%

The Salvation Army
A Georgia Corporation
1424 Northeast Expressway
Atlanta, GA 30329 1,269,064 5.03%

The Fixed Income
Portfolio Northumberland City
Employees Retirement Fund
Cust. Northern Central Bank
c/o Keystone Financial
Trust Operation
P.O. Box 2450
Altoona, PA 16603 600,624 28.28%

Patterson & Co.
c/o CoreStates Bank
P.O. Box 7829
Philadelphia, PA 19101 398,008 18.73%

</TABLE>

<PAGE>

Portfolio Name and Address of Account Share Amount Percentage
- --------- --------------------------- ------------ ----------
<S> <C> <C> <C>
The Fixed Income
Portfolio Delaware Management Company
Attn. Joe Hastings
1818 Market Street
Philadelphia, PA 19103 323,734 15.24%

The City of Groton
295 Meridian Street
Groton, CT 06340 313,581 14.90%

Crestar Bank
Cust The College of William and Mary
Room 224 Private Funds Office
Blow Memorial Hall
P.O. Box 8795
Williamsburg, VA 23187 170,377 8.02%

Philadelphia Association of Zeta Psi
Fraternity U/T/A E W Weil
613 Kirsch Avenue
Wayne, PA 19087 139,659 6.57%

The Global Fixed
Income Portfolio Bost & Co.
Mutual Funds Operations
P.O. Box 3198
Pittsburgh, PA 15230 3,707,174 12.18%

Saxon & Co.
FBO Western Pennsylvania Teamsters
& Employers Pension Fund
P.O. Box 7780-1888
Philadelphia, PA 19183 3,312,749 10.88%

St. Louis University
3500 Lindell Blvd.
St. Louis, MO 63103 3,293,630 10.81%

Washington Suburban Sanitary Commission
Employees Retirement Plan
14501 Sweitzer Ln.
Laurel, MD 20707 2,952,728 9.69%

Optima Health Inc.
Master Custody
C/O Chase Manhattan Bank
770 Broadway
New York, NY 10003 1,729,725 5.68%

</TABLE>

Portfolio Name and Address of Account Share Amount Percentage
- --------- --------------------------- ------------ ----------
<S> <C> <C> <C>

The Global Fixed
Income Portfolio Mary Hitchock Memorial Hospital
One Medical Center Drive
Lebanon, NH 03756 1,718,262 5.64%

Amherst H. Wilder Foundation
919 Lafond Ave.
St. Paul, MN 55104 1,610,379 5.28%

The Labor Select
International Equity
Portfolio Operating Engineers
LCL 101 Pension
301 E. Armour Blvd.
Suite 203
Kansas City, MO 64111 1,064,349 33.46%

Operating Engineers Pension Trust Fund
8401 Corporate Drive Suite 200
Landover, MD 20785 415,609 13.06%

First of America Trust Company
Cust Plumbers and Steamfitters
Local 137 Pension Trust
International Portfolio
P.O. Box 4042
Kalamazoo, MI 49002 368,046 11.57%

Carpenters 626 Pension Fund
P.O. Box 740
Davis Road and Oakwood Lane
Valley Forge, PA 19482 225,666 7.09%

Keystone District Council of Carpenters
Pension Fund
524 S. 22nd Street
Harrisburg, PA 17104 214,362 6.73%

Bot Hudson County Carpenters Pension Fund
c/o I.E. Shaffer & Co.
P.O. Box 1025
West Trenton, NJ 08628 211,666 6.65%

Architectural & Ornamental
Ironworkers Local 63
2525 West Lexington
Broadview, IL 60153 163,995 5.15%

</TABLE>

Portfolio Name and Address of Account Share Amount Percentage
- --------- --------------------------- ------------ ----------
<S> <C> <C> <C>

The Real Estate
Investment Trust
Portfolio The Lincoln National Life Insurance Company
Separate Account No. 5
1300 S. Clinton Street
Fort Wayne, IN 46802 1,573,224 43.81%

The Lincoln National Life Insurance Company
1300 S. Clinton Street
Fort Wayne, IN 46802 1,136,308 23.91%

American States Insurance Company
500 N. Meridian St.
Indianapolis, IN 46204 568,155 15.82%

The High-Yield
Bond Portfolio Schwartz 1996 Charitable Remainder Unitrust
c/o TCS Group, L.L.C.
1200 Shermer Road Suite 212
Northbrook, IL 60062 308,625 36.81%

Chicago Trust Co.
FBO Lincoln National Corp.
Employees Retirement Plan
c/o Marshall & Ilsley Trust Co.
P.O. Box 2977
Milwaukee, WI 53201 307,849 36.72%

Trust Seven Hundred Thirty
U/A/D 4/2/94
c/o TCS Group, L.L.C.
1200 Shermer Road Suite 212
Northbrook, IL 60062 110,912 13.23%

Trust Four Hundred Thirty
U/A/D 4/2/94
c/o TCS Group, L.L.C.
1200 Shermer Road Suite 212
Northbrook, IL 60062 110,912 13.23%

The Emerging
Markets Portfolio Chicago Trust Company
FBO Lincoln Nationl Corp
Employees Retirement Trust
1000 N. Water Street, TR14
Milwaukee, WI 53202 538,808 99.99%

</TABLE>

Portfolio Name and Address of Account Share Amount Percentage
- --------- --------------------------- ------------ ----------
<S> <C> <C> <C>

The International
Fixed Income
Portfolio Adventist Health System Sunbelt
Healthcare Corp.- Core
111 N. Orlando Ave.
Winter Park, FL 32789 1,182,585 88.70%

Adventist Health System Sunbelt
Healthcare Corp.- Malpractice
111 N. Orlando Ave.
Winter Park, FL 32789 150,648 11.29%

</TABLE>
The following replaces the section of the Statement of Additional Information
entitled Financial Statements.

FINANCIAL STATEMENTS

Ernst & Young LLP serves as independent auditors for Delaware Pooled
Trust, Inc. (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, The Global Fixed Income, The Labor
Select International Equity, The Real Estate Investment Trust and The Fixed
Income Portfolios' Statements of Net Assets, Statements of Operations,
Statements of Changes in Net Assets and Notes to Financial Statements, and The
Limited-Term Maturity Portfolio's and The International Fixed Income Portfolio's
Statements of Assets and Liabilities and Notes to Financial Statements as well
as the reports of Ernst & Young LLP for the fiscal year ended October 31, 1996
are included in the Fund's Annual Reports to shareholders. The financial
statements, the notes relating thereto and the reports of Ernst & Young LLP,
listed above are incorporated by reference from the Annual Reports into this
Statement of Additional Information. Unaudited financial information for the
period December 2, 1996 (date of initial public offering) through April 30, 1997
for The High-Yield Bond Portfolio follows.

<PAGE>
Delaware Pooled Trust, Inc. The High Yield Bond Portfolio
Statement of Net Assets
<TABLE>
<CAPTION>
April 30,1997 Principal Market
(Unaudited) Amount Value
--------- --------
<S> <C> <C> <C> <C>
Corporate Bonds -- 93.65%
Aerospace and Defense - 5.55%
Derlan Manufacturing 10.00% 01/15/07 . . . . . . $400,000 394,000
Dyncorp 9.50% 03/01/07 . . . . . . 85,000 83,619
---------
477,619
---------
Automobiles and Automotive Parts - 9.21%
Collins & Aikman 10.00% 01/15/07 . . . . . . 400,000 394,000
Motors & Gears Notes 10.75% 11/15/06 . . . . . . 400,000 398,500
---------
792,500
---------
Banking, Finance and Insurance - 4.44%
Olympic Financial 11.50% 03/15/07 . . . . . . 400,000 382,000
---------
382,000
---------
Building and Materials - 5.55%
Atrium 10.50% 11/15/06 . . . . . . 400,000 409,500
Nortek 9.25% 03/15/07 . . . . . . 70,000 68,425
---------
477,925
---------
Cable, Media & Publishing - 5.26%
Albritton Communications 9.75% 11/30/07 . . . . . . 400,000 382,500
Hollinger International Publishing 9.25% 03/15/07 . . . . . . 70,000 69,650
---------
452,150
---------
Chemicals - 2.37%
Key Plastics 10.25% 03/15/07 . . . . . . 200,000 203,500
---------
203,500
---------
Consumer Products - 13.05%
Consumers International 10.25% 04/01/05 . . . . . . 200,000 205,000
Pen-Tab Industries 10.88% 02/01/07 . . . . . . 400,000 401,000
Rayovac Notes 10.25% 11/01/06 . . . . . . 375,000 390,469
William Carter Notes 10.38% 12/01/06 . . . . . . 125,000 126,094
---------
1,122,563
---------
Electronics and Electrical Equipment - 2.93%
Fairchild Semiconductor 10.13% 03/15/07 . . . . . . 250,000 252,500
---------
252,500
---------
Energy/Environmental Services - 1.47%
Petro Stopping Centers 10.50% 02/01/07 . . . . . . 125,000 126,563
---------
126,563
---------
Food, Beverage and Tobacco - 14.28%
CFP Holdings 11.63% 01/15/04 . . . . . . 400,000 413,000
Core-Mark 11.38% 09/15/03 . . . . . . 400,000 413,500
MBW Foods 9.88% 02/15/07 . . . . . . 400,000 402,000
---------
1,228,500
---------
Industrial Machinery - 8.14%
Clark Materials Handling 10.75% 11/15/06 . . . . . . 150,000 153,750
Hawk 10.25% 12/01/03 . . . . . . 150,000 151,125
Packard Bioscience 9.38% 03/01/07 . . . . . . 400,000 395,000
---------
699,875
---------
Leisure, Lodging and Entertainment - 4.53%
Trump-Atlantic City 11.25% 05/01/06 . . . . . . 400,000 390,000
---------
390,000
---------
Packaging and Containers - 4.61%
Portola Packaging 10.75% 10/01/05 . . . . . . 400,000 397,000
---------
397,000
---------
Retail - 4.71%
Fleming 10.63% 12/15/01 . . . . . . 400,000 405,000
---------
405,000
---------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Textiles, Apparel and Furniture - 4.56%
GFSI 9.63% 03/01/07 . . . . . . 400,000 392,500
----------
392,500
----------
Transportation and Shipping - 1.19%
Atlantic Express 10.75% 02/01/04 . . . . . . 100,000 102,750
----------
102,750
----------
Miscellaneous - 1.80%
LDM Technologies 10.75% 01/15/07 . . . . . . 150,000 155,250
----------
155,250
----------

Total Corporate Bonds (cost $8,177,363) 8,058,195
----------

Number
of Shares
PREFERRED STOCK - 3.47%
American Radio Systems . . . . . . 1,536 150,868
Chancellor Radio Broadcasting . . . . . . 1,500 147,375
----------
Total Preferred Stock (cost $300,469) 298,243
----------

REPURCHASE AGREEMENTS- 0.33% Principal Market
Amount Value
With JP Morgan Securities 5.40% 5/1/97 (dated 4/30/97,
collateralized by $7,000 U.S. Treasury Notes 8.625%
due 8/15/97, market value $7,004 and $3,000 U.S. Treasury
Notes 5.125% due 4/30/98, market value $3,216) 10,000 10,000

With Paine Webber 5.40% 5/1/97 (dated 4/30/97,
collateralized by $3,000 U.S. Treasury Notes 6.875%
due 3/31/00, market value $3,486 and $3,000 U.S. Treasury
Notes 6.00% due 11/30/97, market value $3,196) 6,500 6,500

With Prudential Securities 5.40% 5/1/97 (dated 4/30/97,
collateralized by $12,000 U.S. Treasury Notes 6.125%
due 3/31/00, market value $11,738) 11,500 11,500
----------
Total Repurchase Agreements (cost $28,000) 28,000
----------

TOTAL MARKET VALUE OF SECURITIES- 97.45% $8,384,438
(Cost $8,505,832)

RECEIVABLES AND OTHER ASSETS NET OF LIABILITIES- 2.55% 219,184
----------

NET ASSETS APPLICABLE TO 838,300 SHARES
($0.01 PAR VALUE) OUTSTANDING; EQUIVALENT TO
$10.26 PER SHARE - 100.00% $8,603,622
==========

COMPONENTS OF NET ASSETS AT APRIL 30, 1997:

Common Stock $0.01 par value, 500,000,000 shares authorized
to the Fund with 50,000,000 shares allocated to this Portfolio $8,632,997

Accumulated undistributed income:
Net investment income 54,294
Net realized gain on investments 37,725
Net unrealized depreciation of investments (121,394)
----------
Total Net Assets $8,603,622
==========
</TABLE>

See accompanying notes
<PAGE>
Delaware Pooled Trust - High Yield Bond Portfolio
Statement of Operations
From December 2, 1996* to April 30, 1997
(Unaudited)

INVESTMENT INCOME:
Interest
$ 199,637
EXPENSES:
Management fees 8,225
Registration fees 3,989
Professional fees 1,868
Dividend disbursing and transfer
agent fees and expenses 1,067
Reports and statements to shareholders 1,001
Accounting fees and salaries 870
Custodian fees 830
Directors' fees 261
Taxes, other than taxes on income 90
Other 938
------
19,139
Expenses absorbed by Delaware Management
Company, Inc. (6,785) 12,354
------ --------
NET INVESTMENT INCOME 187,283
--------
NET REALIZED GAIN AND UNREALIZED LOSS
ON INVESTMENTS:
Net realized gain from security transactions 37,725
Net unrealized depreciation
of investments
during the period (121,394)
--------
NET REALIZED AND UNREALIZED LOSS
ON INVESTMENTS (83,669)
--------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS $103,614
========

*Date of initial public offering.

See accompanying notes

<PAGE>
Delaware Pooled Trust - High Yield Bond Portfolio
Statement of Changes in Net Assets
(Unaudited)
12/2/96*
to
4/30/97
-------
OPERATIONS:
Net investment income $ 187,283
Net realized gain from security transactions 37,725
Net unrealized depreciation of investments during the period (121,394)
----------
Net increase in net assets resulting from operations 103,614
----------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income (132,989)
----------
(132,989)
----------
CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold 8,500,008

Net asset value of shares issued upon reinvestment
of dividends from net investment income 132,989
----------
8,632,997
Cost of shares repurchased -
----------
Increase in net assets derived from capital share transactions 8,632,997
----------
NET INCREASE IN NET ASSETS 8,603,622

NET ASSETS:
Beginning of period -
----------
End of period $8,603,622
==========
*Date of initial public offering

See accompanying notes

<PAGE>
Delaware Pooled Trust - High Yield Bond Portfolio
Financial Highlights
(Unaudited)

Select data for each share of the Series outstanding throughout the period was
as follows:

12/2/96*
to
4/30/97
-------
Net asset value, beginning of period $10.000

Income from investment operations:
Net investment income 0.330
Net realized and unrealized gain from security transactions 0.195
-------
Total from investment operations 0.525
-------
Less distributions:
Dividends from net investment income (0.265)
-------
Total distributions (0.265)
-------
Net asset value, end of period $10.260
=======

Total return 5.29%
Ratios/supplemental data:
Net assets, end of period (000 omitted) $8,604
Ratio of expenses to average net assets 0.59%+
Ratio of net investment income to average net assets 8.86%++
Portfolio turnover 125%

* Date of initial sale, ratios have been annualized and total return has not
been annualized.
+ Ratio of expenses to average net assets prior to expense limitation was 0.91%
for the period ended April 30, 1997.
++ Ratio of net investment income to average net assets prior to expense
limitation was 8.54% for the period ended April 30, 1997.

See accompanying notes
<PAGE>
Delaware Pooled Trust - High Yield Bond Portfolio
Notes to Financial Statements
April 30, 1997
(Unaudited)

Delaware Pooled Trust, Inc.(The "Fund") is registered as a diversified open-end
investment company under the Investment Company Act of 1940. The Fund is
organized as a Maryland Corporation and offers 12 separate Portfolios
("Portfolios"). The Defensive Equity Portfolio, The Aggressive Growth
Portfolio, The Real Estate Investment Trust Portfolio, The Fixed Income
Portfolio, The International Equity Portfolio, The Labor Select International
Equity Portfolio, The Global Fixed Income Portfolio, The International Fixed
Income Portfolio, The Emerging Markets Portfolio and The High Yield Bond
Portfolio had commenced operations prior to April 30, 1997. The Defensive
Equity Small Midcap Portfolio and the Limited-Term Maturity Portfolio had not
commenced operations as of April 30,1997.

1. Significant Accounting Policies
The following accounting policies are in accordance with generally accepted
accounting principles and are consistently followed by the Fund.

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

Federal Income Taxes - Each Portfolio intends to qualify as a regulated
investment company and make the requisite distributions to shareholders.
Accordingly, no provision for federal income taxes is required in the financial
statements. Income and capital gain distributions are determined in accordance
with federal income tax regulations which may differ from generally accepted
accounting principles.

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

Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principals requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

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

Registration costs are amortized over a two-year period beginning on the date of
commencement of operations.

2. Investment Management Fees and Other Transactions with Affiliates Delaware
Management Company, Inc. (DMC) the investment adviser of the Portfolio, will
receive a fee to be paid quarterly, which is computed on the net assets of the
Portfolio as of the close of business each day at the annual rate of 0.45%.

DMC has undertaken voluntarily to waive its fee and reimburse the High Yield
Bond Portfolio to the extent that annual operating expenses, exclusive of taxes,
interest, brokerage commissions and extraordinary expenses exceed 0.59% of
average net assets through October 31, 1997. Total expenses absorbed by DMC for
the period ended April 30, 1997 was $6,785.

On April 30, 1997, Delaware Pooled Trust - High Yield Bond Portfolio had an
investment management fee payable to DMC of $8,225.

The Portfolio has engaged Delaware Service Company, Inc. (DSC), an affiliate of
DMC, to serve as dividend disbursing and transfer agent for the Portfolio. The
Portfolio also engaged DSC to provide accounting services for the Portfolio. At
April 30, 1997, the Portfolio had a liability for such fees and other expenses
payable to DSC for $3,192.

Certain officers of DMC and DSC are officers, directors and/or employees of the
Portfolio. These officers, directors and employees are paid no compensation by
the Portfolio.
<PAGE>
Notes to Financial Statements (Continued)

3. Investments
At April 30,1997, net unrealized depreciation for Federal income tax purposes
aggregated $121,394 of which $149,675 related to unrealized depreciation of
securities and $28,281 related to unrealized appreciation of securities.

During the period ended April 30, 1997, the Portfolio made purchases of
$11,142,543 and sales of $2,702,436 of investment securities other than U.S.
Government securities and temporary cash investments.

4. Capital Stock
Transactions in capital stock shares were as follows:

12/2/96*
to
4/30/97
-------
Shares sold 825,311

Shares issued upon reinvestment of dividends from net
investment income 12,989

Shares Repurchased -
-------
Net increase in shares 838,300
=======
________________________________
*Date of initial public offering.

5. Concentration of Credit Risk
The Portfolio invests in high yield fixed income securities which carry ratings
of BB or lower by Standard & Poors and/or Ba or lower by Moody's. Investments in
these higher yielding securities may be accompanied by a greater degree of
credit risk than higher rated securities. Additionally, lower-rated securities
may be more susceptible to adverse economic and competitive industry conditions
than investment grade securities.

<PAGE>

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 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 the Registrant's Annual
Reports for the fiscal year ended October 31, 1996 for The Defensive
Equity, The Aggressive Growth, The Global Fixed Income, The Fixed
Income, The Real Estate Investment Trust, The International Equity and
The Labor Select International Equity Portfolios. The Statements of
Assets and Liabilities, Notes to Financial Statements and Accountant's
Reports for The Limited-Term Maturity Portfolio and The International
Fixed Income Portfolio are incorporated into Part B by reference to
the Registrant's Annual Reports for these Portfolios for the fiscal
year ended October 31, 1996. Unaudited financial statements for The
High-Yield Bond Portfolio for the period December 2, 1996 through
April 30, 1997 are included in Part B.

(b) Exhibits:

(1) Articles of Incorporation.

(a) Articles of Incorporation, as amended and supplemented
through November 28, 1995, incorporated into this
filing by reference to Post-Effective Amendment No. 8
filed September 15, 1995 and Post-Effective Amendment
No. 9 filed November 24, 1995.

(b) Executed Articles Supplementary (January 14, 1997)
incorporated into this filing by reference to
Post-Effective Amendment No. 14 filed January 16, 1997.

(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.

<PAGE>

Part C - Other Information
(continued)

(3) Voting Trust Agreement. Inapplicable.

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

(a) Articles of Incorporation and Articles Supplementary.

(1) 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) incorporated into
this filing by reference to Post-Effective
Amendment No. 8 filed September 15, 1995.

(2) Article Fourth of Articles Supplementary (November
28, 1995) incorporated into this filing by
reference to Post-Effective Amendment No. 9 filed
November 24, 1995.

(3) Article Second of Articles Supplementary (April
14, 1997) attached in Exhibit 24(b)(1)(c).

(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.

(a)(1) Executed 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.

(a)(2) Executed 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.

<PAGE>

Part C - Other Information
(continued)

(a)(3) Executed Investment Management Agreements between
Delaware Management Company, Inc. and the Registrant on
behalf of The Defensive Equity Small/Mid-Cap, The
High-Yield Bond and The Real Estate Investment Trust
Portfolios (November 29, 1995) incorporated into this
filing by reference to Post-Effective Amendment No. 10
filed February 23, 1996.

(a)(4) Executed Investment Management Agreement between
Delaware International Advisers Ltd. and the Registrant
on behalf of The Labor Select International Equity
Portfolio (November 29, 1995) incorporated into this
filing by reference to Post-Effective Amendment No. 10
filed February 23, 1996.

(a)(5) Form of Investment Management Agreement (April 1997)
between Delaware International Advisers Ltd. and the
Registrant on behalf of The Emerging Markets Portfolio
attached as Exhibit.

(b) Executed Sub-Advisory Agreement (November 29, 1995)
between Delaware Management Company, Inc. and Lincoln
Investment Management, Inc. on behalf of the Registrant
for The Real Estate Investment Trust Portfolio
incorporated into this filing by reference to
Post-Effective Amendment No. 10 filed February 23,
1996.

(6) (a) Distribution Agreements.

(i) Form of Distribution Agreements (April 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 incorporated into this filing by
reference to Post-Effective Amendment No. 9 filed
November 24, 1995.

<PAGE>

Part C - Other Information
(continued)

(ii) Form of Distribution Agreements (November 1995)
between Delaware Distributors, L.P. and the
Registrant on behalf of The Defensive Equity
Small/Mid-Cap, The High-Yield Bond, The Labor
Select International Equity and The Real Estate
Investment Trust Portfolios incorporated into this
filing by reference to Post-Effective Amendment
No. 9 filed November 24, 1995.

(iii) Form of Distribution Agreement (April 1997)
between Delaware Distributors, L.P. and the
Registrant on behalf of The Emerging Markets
Portfolio attached as Exhibit.

(b-d) Inapplicable.

(7) Bonus, Profit Sharing, Pension Contracts.

(a)(1) Amended and Restated Profit Sharing Plan
(November 17, 1994) incorporated into this filing
by reference to Post-Effective Amendment No. 8
filed September 15, 1995.

(a)(2) Amendment to Profit Sharing Plan (December 21,
1995) incorporated into this filing by reference
to Post-Effective Amendment No. 10 filed February
23, 1996.

(8) Custodian Agreements.

(a) Form of Custodian Agreement (1996) between the
Registrant and Bankers Trust Company on behalf of
The Defensive Equity, The Aggressive Growth, The
Fixed Income, The Limited-Term Maturity and The
Defensive Equity Small/Mid-Cap Portfolios
incorporated into this filing by reference to
Post-Effective Amendment No. 12 filed August 23,
1996.

(b) Form of Securities Lending Agreement (1996)
between the Registrant and Bankers Trust Company
on behalf of The Defensive Equity, The Aggressive
Growth, The Fixed Income, The Limited-Term
Maturity and The Defensive Equity Small/Mid-Cap
Portfolios incorporated into this filing by
reference to Post-Effective Amendment No. 12 filed
August 23, 1996.

<PAGE>

Part C - Other Information
(continued)

(c) Executed Custodian Agreement (1996) between the
Registrant and The Chase Manhattan Bank on behalf of
The Global Fixed Income, The International Equity, The
Labor Select International Equity, The Real Estate
Investment Trust, The High-Yield Bond and The
International Fixed Income Portfolios incorporated into
this filing by reference to Post-Effective Amendment
No. 12 filed August 23, 1996.

(d) Form of Securities Lending Agreement (1996) between the
Registrant and The Chase Manhattan Bank on behalf of
The Global Fixed Income, The International Equity, The
Labor Select International Equity, The Real Estate
Investment Trust, The High-Yield Bond and The
International Fixed Income Portfolios incorporated into
this filing by reference to Post-Effective Amendment
No. 12 filed August 23, 1996.

(e) Form of Custodian Agreement (1996) between the
Registrant and The Chase Manhattan Bank on behalf of
The Emerging Markets Portfolio incorporated into this
filing by reference to Post-Effective Amendment No. 14
filed January 16, 1997.

(f) Form of Securities Lending Agreement (1996) between the
Registrant and The Chase Manhattan Bank on behalf of
The Emerging Markets Portfolio incorporated into this
filing by reference to Post-Effective Amendment No. 14
filed January 16, 1997.

<PAGE>

Part C - Other Information
(continued)

(9) Other Material Contracts.

(a) Executed Third Amended and Restated Shareholders
Services Agreement (November 29, 1995) between Delaware
Service Company, Inc. and the Registrant on behalf of
each Portfolio incorporated into this filing by
reference to Post-Effective Amendment No. 10 filed
February 23, 1996.

(b) Form of Executed Fourth Amended and Restated
Shareholders Services Agreement (April 1997) between
Delaware Service Company, Inc. and the Registrant on
behalf of each Portfolio attached as Exhibit.

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

(i) Executed Amendment No. 5 to Fund Accounting
Agreement (May 1, 1997) attached as Exhibit.

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

(11) Consent of Auditors. Attached as Exhibit.

(12) Inapplicable.

(13) Undertaking of Initial Shareholder. Incorporated into this
filing by reference to Pre-Effective Amendment No. 1 filed
August 16, 1991.

(14-15) Inapplicable.

(16) Schedules of Computation for each Performance Quotation.

(a) Incorporated into this filing by reference to
Post-Effective Amendment No. 8 filed September 15,
1995, Post-Effective Amendment No. 11 filed May 24,
1996, Post-Effective Amendment No. 12 filed August 23,
1996 and Post-Effective Amendment No. 13 filed January
15, 1997.

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

(17) Financial Data Schedules.

(a) Financial Data Schedules for the fiscal year ended
October 31, 1996 are incorporated into this filing by
reference to Post-Effective Amendment No. 13 filed on
January 15, 1997.

<PAGE>

Part C - Other Information
(continued)

(b) Financial Data Schedules for the period ended April 30,
1997 for The High-Yield Bond Portfolio attached as
Exhibit.

(18) Inapplicable.

(19) Other: Directors' Power of Attorney.

(a) Incorporated into this filing by reference to
Post-Effective Amendment No. 8 filed September 15,
1995.

(b) Power of Attorney for Thomas F. Madison and Jeffrey J.
Nick attached as Exhibit.

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

Item 26. Number of Holders of Securities.

(1) (2)
Number of
Title of Class Record Holders
-------------- --------------

The Defensive Equity Portfolio:
Common Stock Par Value 38 Accounts as of
$.01 Per Share March 31, 1997

The Aggressive Growth Portfolio:
Common Stock Par Value 48 Accounts as of
$.01 Per Share March 31, 1997

The International Equity Portfolio:
Common Stock Par Value 73 Accounts as of
$.01 Per Share March 31, 1997

The Global Fixed Income Portfolio:
Common Stock Par Value 46 Accounts as of
$.01 Per Share March 31, 1997

The Fixed Income Portfolio:
Common Stock Par Value 12 Accounts as of
$.01 Per Share March 31, 1997

<PAGE>

Part C - Other Information
(continued)

Number of
Title of Class Record Holders
-------------- --------------

The Limited-Term
Maturity Portfolio:
Common Stock Par Value 3 Accounts as of
$.01 Per Share March 31, 1997

The International Fixed
Income Portfolio:
Common Stock Par Value 4 Accounts as of
$.01 Per Share March 31, 1997

The Defensive Equity Small/
Mid-Cap Portfolio:
Common Stock Par Value 0 Accounts as of
$.01 Per Share March 31, 1997

The High-Yield Bond Portfolio:
Common Stock Par Value 5 Accounts as of
$.01 Per Share March 31, 1997

The Labor Select International
Equity Portfolio:
Common Stock Par Value 16 Accounts as of
$.01 Per Share March 31, 1997

The Real Estate Investment
Trust Portfolio:
Common Stock Par Value 16 Accounts as of
$.01 Per Share March 31, 1997

Item 27. Indemnification. Incorporated into this filing by reference
to initial Registration Statement filed May 31, 1991.

<PAGE>

Part C - Other Information
(continued)

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 High- Yield Bond Portfolio and The Real
Estate Investment Trust Portfolio. In addition, DMC also serves as investment
manager or sub-adviser to certain of the other funds in the Delaware Group
(Delaware Group Equity Funds I, Inc., Delaware Group Equity Funds II, Inc.,
Delaware Group Trend Fund, Inc., Delaware Group Equity Funds IV, Inc., Delaware
Group Equity Funds V, Inc., Delaware Group Income Funds, Inc., Delaware Group
Government Fund, Inc., Delaware Group Limited-Term Government Funds, Inc.,
Delaware Group Cash Reserve, Inc., Delaware Group Tax-Free Fund, Inc., DMC
Tax-Free Income Trust-Pennsylvania, Delaware Group Tax-Free Money Fund, Inc.,
Delaware Group Premium Fund, Inc., Delaware Group Global & International Funds,
Inc., Delaware Group Adviser Funds, Inc., Delaware Group Dividend and Income
Fund, Inc., Delaware Group Global Dividend and Income Fund, Inc., Voyageur
Funds, Inc., Voyageur Insured Funds, Inc., Voyageur Intermediate Tax Free Funds,
Inc., Voyageur Investment Trust, Voyageur Investment Trust II, Voyageur Mutual
Funds, Inc., Voyageur Mutual Funds II, Inc., Voyageur Mutual Funds III, Inc.,
Voyageur Tax Free Funds, Inc., Voyageur Arizona Municipal Income Fund, Inc.,
Voyageur Colorado Insured Municipal Income Fund, Inc., Voyageur Florida Insured
Municipal Income Funds, Inc., Voyageur Minnesota Municipal Income Fund, Inc.,
Voyageur Minnesota Municipal Income Fund II, Inc. and Voyageur Minnesota
Municipal Income Fund III, Inc.) and provides investment advisory services to
institutional accounts, primarily retirement plans and endowment funds, and to
certain other investment companies. In addition, certain directors of DMC also
serve as directors/trustees of the other Delaware Group funds, and certain
officers are also officers of these other funds. A company indirectly owned by
DMC's parent company acts as principal underwriter to the mutual funds in the
Delaware Group (see Item 29 below) and another such company acts as the
shareholder servicing, dividend disbursing, accounting services and transfer
agent for all of the mutual funds in the Delaware Group.

<PAGE>

Part C - Other Information
(continued)

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 the Manager and its
Business Address* Affiliates and Other Positions and Offices Held
- ----------------- -----------------------------------------------

Wayne A. Stork Chairman of the Board, President, Chief Executive
Officer, Chief Investment Officer and Director of
Delaware Management Company, Inc.; President, Chief
Executive Officer, Chairman of the Board and
Director of the Registrant, each of the other funds
in the Delaware Group, Delaware Management Holdings,
Inc., DMH Corp., Delaware International Holdings
Ltd. and Founders Holdings, Inc.; Chairman of the
Board and Director of Delaware Distributors, Inc.
and Delaware Capital Management, Inc.; Chairman,
Chief Executive Officer and Director of Delaware
International Advisers Ltd.; and Director of
Delaware Service Company, Inc. and Delaware
Investment & Retirement Services, Inc

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

Board of Directors, Chairman of Finance Committee,
Keystone Insurance Company since 1989, 2040 Market
Street, Philadelphia, PA; Board of Directors,
Chairman of Finance Committee, AAA Mid Atlantic,
Inc. since 1989, 2040 Market Street, Philadelphia,
PA; Board of Directors, Metron, Inc. since 1995,
11911 Freedom Drive, Reston, VA

Paul E. Suckow Executive Vice President/Chief Investment Officer,
Fixed Income of Delaware Management Company, Inc.,
the Registrant and each of the other funds in the
Delaware Group; Executive Vice President/Chief
Investment Officer and Director of Founders
Holdings, Inc.; Senior Vice President/Chief
Investment Officer, Fixed Income of Delaware
Management Holdings, Inc.; Senior Vice President of
Delaware Capital Management, Inc.; and Director of
Founders CBO Corporation

Director, HYPPCO Finance Company Ltd.

*Business address of each of 1818 Market Street, Philadelphia, PA 19103.

<PAGE>

Part C - Other Information
(continued)

Name and Principal Positions and Offices with the Manager and its
Business Address* Affiliates and Other Positions and Offices Held
- ----------------- -----------------------------------------------

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

Chief Executive Officer and Director of Forewarn,
Inc. since 1993, 8 Clayton Place, Newtown Square, PA

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

*Business address of each is 1818 Market Street, Philadelphia, PA 19103.

<PAGE>

Part C - Other Information
(continued)

Name and Principal Positions and Offices with the Manager and its
Business Address* Affiliates and 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
Capital Management, Inc. and Delaware Investment &
Retirement Services, Inc.; Vice President of the
Registrant and each of the other funds in the
Delaware Group; Managing Director/Corporate Tax &
Affairs and Director of Founders Holdings, Inc.;
Managing Director and Director of Delaware
International Holdings Ltd.; and Director of
Delaware International Advisers Ltd.

Director, HYPPCO Finance Company Ltd.

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

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

Eric E. Miller Vice President and Assistant Secretary of Delaware
Management Company, Inc., the Registrant, each of
the other funds in the Delaware Group, Delaware
Management Holdings, Inc., DMH Corp., Delaware
Distributors, L.P., Delaware Distributors Inc.,
Delaware Service Company, Inc., Delaware Management
Trust Company, Founders Holdings, Inc., Delaware
Capital Management, Inc. and Delaware Investment &
Retirement Services, Inc.

*Business address of each is 1818 Market Street, Philadelphia, PA 19103.

<PAGE>

Part C - Other Information
(continued)

Name and Principal Positions and Offices with the Manager and its
Business Address* Affiliates and Other Positions and Offices Held
- ----------------- -----------------------------------------------
Richelle S. Maestro Vice President and Assistant Secretary of Delaware
Management Company, Inc., the Registrant, each of
the other funds in the Delaware Group, Delaware
Management Holdings, Inc., Delaware Distributors,
L.P., Delaware Distributors, Inc., Delaware Service
Company, Inc., DMH Corp., Delaware Management Trust
Company, Delaware Capital Management, Inc., Delaware
Investment & Retirement Services, Inc. and Founders
Holdings, Inc.; Secretary of Founders CBO
Corporation; and Assistant Secretary of Delaware
International Holdings Ltd.

Partner of Tri-R Associates since 1989, 10001
Sandmeyer Lane, Philadelphia, PA

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

Richard Salus(2) Vice President/Assistant Controller of Delaware
Management Company, Inc.

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

*Business address of each is 1818 Market Street, Philadelphia, PA 19103.

<PAGE>

Part C - Other Information
(continued)

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

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

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

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

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

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

*Business address of each is 1818 Market Street, Philadelphia, PA 19103.

<PAGE>

Part C - Other Information
(continued)

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

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

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

Mitchell L. Conery(4) Vice President/Senior Portfolio Manager of Delaware
Management Company, Inc., the Registrant, and each
of the tax-exempt and fixed income 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

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
Capital Management, Inc.

Gerald S. Frey(5) 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.

<PAGE>

Part C - Other Information
(continued)

1 VICE PRESIDENT/GLOBAL INVESTMENT MANAGEMENT OPERATIONS,
Bankers Trust and VICE PRESIDENT, CS First Boston Investment Management
prior to June 1995.
2 SENIOR MANAGER, Ernst & Young LLP prior to December 1996.
3 TAX MANAGER, Price Waterhouse prior to October 1995.
4 INVESTMENT OFFICER, Travelers Insurance prior to January 1997 and RESEARCH
ANALYST, CS First Boston Investment Management prior to March 1995.
5 SENIOR DIRECTOR, Morgan Grenfell Capital Management prior to June 1996.

(b) Delaware International Advisers Ltd. ("Delaware International")
serves as investment manager to The International Equity Portfolio, The Global
Fixed Income Portfolio, The International Fixed Income Portfolio, The Labor
Select International Equity Portfolio and The Emerging Markets Portfolio. In
addition, Delaware International also serves as investment manager or
sub-adviser to certain of the other funds in the Delaware Group (Delaware Group
Income Funds, Inc., Delaware Group Premium Fund, Inc., Delaware Group Global &
International Funds, Inc. and Delaware Group Global Dividend and Income Fund,
Inc.) and provides investment advisory services to institutional accounts
primarily retirement plans and endowment funds.

The following persons serving as directors or officers of Delaware
International have held the following positions during the past two years:

*Wayne A. Stork Chairman, Chief Executive Officer and Director of
Delaware International Advisers Ltd.; Chairman of the
Board, President, Chief Executive Officer, Chief
Investment Officer and Director of Delaware Management
Company, Inc.; President, Chief Executive Officer,
Chairman of the Board and Director of the Registrant,
each of the other funds in the Delaware Group, Delaware
Management Holdings, Inc., DMH Corp., Delaware
International Holdings Ltd. and Founders Holdings, Inc.;
Chairman of the Board and Director of Delaware
Distributors, Inc. and Delaware Capital Management,
Inc.; and Director of Delaware Service Company, Inc. and
Delaware Investment & Retirement Services, Inc.

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

* Business address is 1818 Market Street, Philadelphia, PA 19103.
**Business address if Veritas House, 125 Finsbury Pavement, London, England
EC2A 1NQ.

<PAGE>

Part C - Other Information
(continued)

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

**John Emberson Secretary/Compliance Officer/Finance Director and
Director of Delaware International Advisers Ltd.

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

Chief Executive Officer and Director of Forewarn, Inc.
since 1993, 8 Clayton Place, Newtown Square, PA

* Business address is 1818 Market Street, Philadelphia, PA 19103.
**Business address is Veritas House, 125 Finsbury Pavement, London, England
EC2A 1NQ.

<PAGE>

Part C - Other Information
(continued)

Positions and Offices with Delaware
Name and Principal International Advisers Ltd. And its
Business Address Affiliates and Other Positions and Offices Held
- ---------------- --------------------------------------------------------
*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. and Delaware Capital
Management, 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, AAA Mid Atlantic, Inc. since 1989,
2040 Market Street, Philadelphia, PA; Board of
Directors, Metron, Inc. since 1995, 11911 Freedom Drive,
Reston, VA

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

Director, HYPPCO Finance Company Ltd.

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

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

* Business address is 1818 Market Street, Philadelphia, PA 19103.
**Business address if Veritas House, 125 Finsbury Pavement, London, England
EC2A 1NQ.

<PAGE>

Part C - Other Information
(continued)

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

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

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

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

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

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

**Robert Akester Senior Portfolio Manager of Delaware International
Advisers Ltd.

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

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

* Business address is 1818 Market Street, Philadelphia, PA 19103.
**Business address if Veritas House, 125 Finsbury Pavement, London, England
EC2A 1NQ.

<PAGE>

Part C - Other Information
(continued)

(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 sub-adviser to Delaware Group Adviser Funds, Inc.
and investment manager 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. and to other
clients. Lincoln Investment Management Company, Inc. is registered with the
Securities and Exchange Commission as an investment adviser and has acted as an
investment adviser 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
follows:

Positions and Offices with Lincoln Investment
Name and Principal Management Company, Inc. and its Affiliates and
Business Address Other 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 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; and Director of Lynch & Mayer,
Inc. and Vantage Global Advisors, Inc.

*Business address is 200 East Berry Street, Fort Wayne, IN 46802.

<PAGE>

Part C - Other Information
(continued)

*Steven R. Brody Director, Senior Vice President of Lincoln
Investment Management, 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. and Lincoln National Special
Opportunities Fund, Inc.

*Ann L. Warner Senior Vice President (previously Vice President)
of Lincoln Investment Management, Inc.; Second
Vice President of Lincoln Life & Annuity Company
of New York; Director of Lincoln National
Convertible Securities Fund, Inc.; and Director
and Vice President of Lincoln National Income
Fund, Inc.

*JoAnn E. Becker Vice President of Lincoln Investment Management,
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 National Convertible Securities
Fund, Inc. and Lincoln National Income Fund, Inc.;
and Second Vice President of Lincoln Life &
Annuity Company of New York

*Business address is 200 East Berry Street, Fort Wayne, IN 46802.

<PAGE>

Part C - Other Information
(continued)

*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.

*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

*Business address is 200 East Berry Street, Fort Wayne, IN 46802.

<PAGE>

Part C - Other Information
(continued)

*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

*John David Moore Vice President of Lincoln Investment Management,
Inc.

*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 of The Lincoln
National Life Insurance Company

*Milton W. Shuey 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., Lincoln Life & Annuity
Company of New York and First Penn-Pacific Life
Insurance Company; President, Chief Executive
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.
**Business address is 1300 S. Clinton Street, Fort Wayne, IN 46802.

<PAGE>

Part C - Other Information
(continued)

*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 Berry Street, Fort Wayne, IN 46802.

<PAGE>

Part C - Other Information
(continued)

*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 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., Lincoln National
Variable Annuity Funds A & B and Lincoln Life &
Annuity Company of New York

*Business address is 200 East Berry Street, Fort Wayne, IN 46802.

<PAGE>

Part C - Other Information
(continued)

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
Company, Inc. Limited Partner Investment Manager to The
Defensive Equity, The
Aggressive Growth, The Fixed
Income, The Limited-Term
Maturity, The Defensive Equity
Small/Mid-Cap, The High-Yield
Bond and The Real Estate
Investment Trust Portfolios
Delaware Capital
Management, Inc. Limited Partner None

Bruce D. Barton President and CEO None

David K. Downes Senior Vice President, Executive Vice
Chief Administrative Officer President/Chief
and Chief Financial Officer Operating Officer/
Chief Financial Officer

George M. Chamberlain, Jr. Senior Vice President/Secretary Senior Vice President/Secretary

Terry Cunningham Senior Vice President/ None
National Sales Director

Thomas Sawyer Senior Vice President/ None
Western Sales Division

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

<PAGE>

Part C - Other Information
(continued)

Name and Principal Positions and Offices Positions and Offices
Business Address* with Underwriter with Registrant
- ----------------- ---------------- ---------------
<S> <C> <C>

William F. Hostler Senior Vice President/ None
Marketing Services

Dana B. Hall Senior Vice President/ None
Key Accounts

J. Chris Meyer Senior Vice President/ None
Product Development

Stephen H. Slack Senior Vice President/ None
Wholesaler

Henry Orvin Senior Vice President/ None
Eastern Divisional Sales Manager,
Wire/Regional Channel

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

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

Steven T. Lampe Vice President/Taxation Vice President/Taxation

Joseph H. Hastings Vice President/ Vice President/
Corporate Controller Corporate Controller

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

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

</TABLE>

*Business address of each is 1818 Market Street, Philadelphia, PA 19103.

<PAGE>

Part C - Other Information
(continued)

Name and Principal Positions and Offices Positions and Offices
Business Address* with Underwriter with Registrant
- ----------------- ---------------- ---------------
<S> <C> <C>

Daniel H. Carlson Vice President/Marketing None

Diane M. Anderson Vice President/ None
Retirement Services

Denise F. Guerriere Vice President/Client Services None

Julia R. Vander Els Vice President/Client Services None

Jerome J. Alrutz Vice President/ Client Services None

Joanne A. Mettenheimer Vice President/ None
National Accounts

Gregory J. McMillan Vice President/ None
National Accounts

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

Stephen J. DeAngelis Vice President/Product None
Development

Susan T. Friestedt Vice President/Customer None
Service

Dinah J. Huntoon Vice President/Product None
Management

Soohee Lee Vice President/Fixed Income None
Product Management

Ellen M. Krott Vice President/Communications None

Holly W. Reimel Vice President/Telemarketing None

</TABLE>

*Business address of each is 1818 Market Street, Philadelphia, PA 19103.

<PAGE>

Part C - Other Information
(continued)

Name and Principal Positions and Offices Positions and Offices
Business Address* with Underwriter with Registrant
- ----------------- ---------------- ---------------
<S> <C> <C>

Terrence L. Bussard Vice President/Wholesaler None

William S. Carroll Vice President/Wholesaler None

William L. Castetter Vice President/Wholesaler None

Thomas J. Chadie Vice President/Wholesaler None

Thomas C. Gallagher Vice President/Wholesaler None

Douglas R. Glennon Vice President/Wholesaler None

Christopher L. Johnston Vice President/Wholesaler None

William M. Kimbrough Vice President/Wholesaler None

Debra Afra Marler Vice President/Wholesaler None

Mac McAuliffe Vice President/Wholesaler None

Patrick L. Murphy Vice President/Wholesaler None

Philip G. Rickards Vice President/Wholesaler None

Laura E. Roman Vice President/Wholesaler None

Michael W. Rose Vice President/Wholesaler None

Thomas E. Sawyer Vice President/Wholesaler None

Linda Schulz Vice President/Wholesaler None

Edward B. Sheridan 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.

<PAGE>

Part C - Other Information
(continued)

Name and Principal Positions and Offices Positions and Offices
Business Address* with Underwriter with Registrant
- ----------------- ---------------- ---------------
<S> <C> <C>

John A. Wells Vice President/Marketing None
Technology

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

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 Limited-Term Maturity, The International Fixed
Income, The Defensive Equity Small/Mid-Cap and The
Emerging Markets Portfolios.

(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.

<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 22rd day of May, 1997.
DELAWARE POOLED TRUST, INC.

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

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

Signature Title Date
--------- ----- ----
<S> <C> <C>

Chairman of the Board, President, Chief May 22, 1997
/s/Wayne A. Stork Executive Officer and Director
- --------------------------------------
Wayne A. Stork
Executive Vice President/Chief Operating
Officer/Chief Financial Officer (Principal
Financial Officer and Principal
/s/David K. Downes Accounting Officer) May 22, 1997
- --------------------------------------
David K. Downes

/s/Walter P. Babich * Director May 22, 1997
- ----------------------------------------
Walter P. Babich

/s/Anthony D. Knerr * Director May 22, 1997
- ---------------------------------------
Anthony D. Knerr

/s/Ann R. Leven * Director May 22, 1997
- -----------------------------------------
Ann R. Leven

/s/W. Thacher Longstreth * Director May 22, 1997
- -----------------------------------------
W. Thacher Longstreth

/s/ Thomas F. Madison * Director May 22, 1997
- -----------------------------------------
Thomas F. Madison

/s/Jeffrey J. Nick * Director May 22, 1997
- -----------------------------------------
Jeffrey J. Nick

/s/Charles E. Peck * Director May 22, 1997
- -----------------------------------------
Charles E. Peck

* By /s/ Wayne A. Stork
----------------------
Wayne A. Stork
as Attorney-in-Fact
for each of the persons indicated

</TABLE>

<PAGE>

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Exhibits

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

<PAGE>

INDEX TO EXHIBITS

Exhibit No. Exhibit
- ----------- -------

EX-99.B1C Articles Supplementary

EX-99.B5AV Form of Investment Management Agreement (April 1997)
between Delaware International Advisers Ltd. and the
Registrant on behalf of The Emerging Markets Portfolio

EX-99.B6AV Form of Distribution Agreement (April 1997) between
Delaware Distributors, L.P. and the Registrant on
behalf of The Emerging Markets Portfolio

EX-99.B9B Form of Fourth Amended and Restated Shareholders
Services Agreement (April 1997) between Delaware
Service Company, Inc. and the Registrant on behalf of
each Portfolio

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

EX-99.B9CI Executed Amendment No. 5 to Fund Accounting
Agreement (May 1, 1997)

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

EX-99.B11 Consent of Auditors

EX-99.B19B Power of Attorney for Thomas F. Madison and Jeffrey J.
Nick

EX-27.B17B Financial Data Schedules
(Exhibit 17)

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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 of the Maryland General Corporation Law, to
the State Department of Assessments and Taxation of Maryland that:

FIRST: The Board of Directors of the Corporation, at a meeting
held on February 20, 1997, adopted a resolution (i) designating an additional
series of the Corporation's Common Stock as The Emerging Markets Portfolio (the
"Series") and (ii) classifying and allocating Fifty Million (50,000,000) shares
of authorized, unissued and unclassified Common Stock to the Series.

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

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

FOURTH: These Articles Supplementary shall become effective on
April 14, 1997.

IN WITNESS WHEREOF, Delaware Pooled Trust, Inc. has caused
these Articles Supplementary to be signed in its name and on its behalf this
27th day of March, 1997.

DELAWARE POOLED TRUST, INC.

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

ATTEST:

/s/Eric E. Miller
_______________________________
Assistant Secretary

<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

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<PAGE>

DELAWARE POOLED TRUST, INC.
EMERGING MARKETS PORTFOLIO
INVESTMENT MANAGEMENT AGREEMENT

AGREEMENT, made by and between DELAWARE POOLED TRUST, INC., a Maryland
corporation ("Fund") for THE EMERGING MARKETS 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

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<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

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<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

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<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,

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<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.

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<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 _______________, 1997.

Attest: DELAWARE POOLED TRUST, INC.
for THE EMERGING MARKETS 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

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<PAGE>

DELAWARE POOLED TRUST, INC.
THE EMERGING MARKETS PORTFOLIO
DISTRIBUTION AGREEMENT

Agreement made as of this ______ day of _________, 1997 by and between
DELAWARE POOLED TRUST, INC., a Maryland corporation (the "Fund") for EMERGING
MARKETS 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 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

<PAGE>

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
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)

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<PAGE>

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 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").

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<PAGE>

(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,
(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

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<PAGE>

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 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

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<PAGE>

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 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

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<PAGE>

(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
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

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<PAGE>

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 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

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<PAGE>

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
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.

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<PAGE>

(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 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

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<PAGE>

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, 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

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<PAGE>

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 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

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<PAGE>

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 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

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<PAGE>

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 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 EMERGING MARKETS PORTFOLIO
Attest:

___________________________ By:________________________________
Name: Name:
Title: Title:

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<PAGE>

DELAWARE POOLED TRUST, INC.
FOURTH AMENDED AND RESTATED
SHAREHOLDERS SERVICES AGREEMENT

THIS AGREEMENT, made this ______ day of __________, 1997 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 EMERGING MARKETS 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 Second Amended and Restated Agreement was amended on
November 29, 1995, to include 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 ("Third Amended and Restated Agreement");
WHEREAS, the Fund and DSC wish to amend the Third Amended and Restated
Agreement to add The Emerging Markets Portfolio;

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<PAGE>

NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth, and intending legally to be bound, it is agreed:
I. APPOINTMENT AS AGENT
1.1 The Fund hereby appoints DSC Shareholder Services Agent for the
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

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<PAGE>

shares of the Fund, including those relating to the Portfolios, or altering or
abolishing each such class or series;
(d) A certified copy of a resolution of the Board of Directors
of the Fund appointing DSC as Shareholder Services Agent for the 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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<PAGE>

(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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<PAGE>

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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<PAGE>

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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<PAGE>

(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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<PAGE>

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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<PAGE>

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 EMERGING MARKETS 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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<PAGE>

SCHEDULE A
COMPENSATION

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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<PAGE>

DELAWARE GROUP OF FUNDS

FUND ACCOUNTING AGREEMENT

THIS AGREEMENT, made as of this 19th day of August, 1996 by and between
the registered investment companies in the Delaware Group listed on Schedule A,
which Schedule may be amended from time to time as provided in Section 8 hereof
(each corporation or common law or business trust, hereinafter referred to as a
"Company," and all such entities collectively hereinafter referred to as, the
"Companies"), on behalf of the portfolio(s) of securities of such Companies
listed on Schedule A, which Schedule may be amended from time to time (when used
in this Agreement in the context of a Company that offers only a single
portfolio/series of shares, the term "Portfolio" shall be a reference to such
Company, and when used in the context of a Company that offers multiple
portfolios/series of shares, shall be a reference to each portfolio/series of
such Company) and DELAWARE SERVICE COMPANY, INC. ("DSC"), a Delaware
corporation, having its principal office and place of business at 1818 Market
Street, Philadelphia, Pennsylvania 19103.

W I T N E S S E T H:

WHEREAS, the Investment Management Agreements between the Companies
with respect to each Portfolio and either Delaware Management Company, Inc. or
its U.K. affiliate, Delaware

<PAGE>

International Advisers Ltd., provide, in part, that each Portfolio shall conduct
its business and affairs and shall bear the expenses necessary and incidental
thereto including, but not in limitation of the foregoing, the costs incurred
with respect to accounting services; and

WHEREAS, the services to be provided under this agreement previously
were provided by employees of the Companies; and

WHEREAS, the Companies and DSC desire to have a written agreement
concerning the performance of accounting services for each Portfolio and
providing compensation therefor;

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

I. APPOINTMENT AS AGENT

Section 11 The Companies hereby appoint DSC the accounting
agent ("Accounting Agent") for all of the classes of each Portfolio, to provide
such accounting services as are set forth herein and DSC hereby accepts such
appointment and agrees to provide the Companies, as their agent, the services
described herein.

Section 12 The Companies shall pay DSC and DSC shall accept,
for the services provided hereunder, the compensation provided for in Section VI
hereof. The Companies

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<PAGE>

also shall reimburse DSC for expenses incurred or advanced by it for the
Companies in connection with its services hereunder.

II. DOCUMENTATION

Section 21 Each Company represents that it has provided or
made available to DSC (or has given DSC an opportunity to examine) copies of,
and, DSC represents that it has received from the Companies (or is otherwise
familiar with), the following documents:

A. The Articles of Incorporation or Agreement and
Declaration of Trust or other document, as relevant, evidencing each Company's
form of organization and any current amendments thereto;

B. The By-Laws or Procedural Guidelines of each
Company;

C. Any resolution or other action of each Company or
the Board of Directors or Trustees of each Company establishing or affecting the
rights, privileges or other status of any class of shares of a Portfolio, or
altering or abolishing any such class;

D. A certified copy of a resolution of the Board of
Directors or Trustees of each Company appointing DSC as Accounting Agent for
each Portfolio and authorizing the execution of this Agreement or an amendment
to Schedule A of this Agreement;

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<PAGE>

E. A copy of each Company's currently effective
prospectus[es] and Statement[s] of Additional Information under the Securities
Act of 1933, if effective;

F. A certified copy of any resolution of the Board of
Directors or Trustees of each Company authorizing any person to give
instructions to DSC under this Agreement (with a specimen signature of such
person if not already provided), setting forth the scope of such authority; and

G. Any amendment, revocation or other document
altering, adding, qualifying or repealing any document or authority called for
under this Section 2.1.

Section 22 Each Company and DSC may consult as to forms or
documents that may be required in performing services hereunder.

Section 23 Each Company warrants the following:

A. The Company is, or will be, a properly registered
investment company under the Investment Company Act of 1940 (the "1940 Act") and
any and all shares of a Portfolio which it issues will be properly registered
and lawfully issued under applicable federal and state laws.

B. The provisions of this contract do not violate the
terms of any instrument by which the Company or the Company on behalf of a
Portfolio is bound; nor do they violate any law or regulation of any body having
jurisdiction over the Company or its property.

Section 24 DSC warrants the following:

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<PAGE>

A. The provisions of this contract do not violate the
terms of any instrument by which DSC is bound; nor do they violate any law or
regulation of any body having jurisdiction over DSC or its property.

III. SERVICES TO BE PROVIDED BY DSC

Section 31 Daily Net Asset Value ("NAV") Calculation. As
Accounting Agent for each Portfolio of the Companies, DSC will perform all
functions necessary to provide daily Portfolio NAV calculations, including:

A. Maintaining each Portfolio's securities portfolio
history by:

1. recording portfolio purchases and sales;

2. recording corporate actions and capital
changes relating to portfolio securities;

3. accruing interest, dividends and
expenses; and

4. maintaining the income history for
securities purchased by a Portfolio.

B. Determining distributions to Portfolio
shareholders;

C. Recording and reconciling shareholder activity
including:

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<PAGE>

1. recording subscription, liquidations and
dividend reinvestments;

2. recording settlements of shareholder
activity; and

3. reconciling Portfolio shares outstanding
to the records maintained by DSC, as transfer agent of the Portfolio.

D. Valuing a Portfolio's securities portfolio which
includes determining the NAVs for all classes of the Portfolio;

E. Disseminating Portfolio NAVs and dividends to
interested parties (including the National Association of Securities Dealers
Automated Quotation System ("NASDAQ"), the Investment Company Institute ("ICI"),
Morningstar, and Lipper Analytical Services, Inc. ("Lipper")); and

F. Resolving pricing and/or custody discrepancies.

Section 32 Financial Reporting. As Accounting Agent, DSC shall
perform financial reporting services for each Portfolio, which shall include:

A. The preparation of semi-annual and annual reports
for shareholders which involves the performance of the following functions:

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<PAGE>

1. preparing all statements of net assets,
statements of operations and statements of changes in net assets for the
Portfolio;

2. preparing footnotes to financial
statements for the Portfolio;

3. preparing workpapers for each Company's
annual audit by its independent public accountants; and

4. coordinating the annual audit by each
Company's independent public accountants.

B. Reporting to the ICI in response to requests for
monthly and other periodic information;

C. Performing statistical reporting, which includes
daily, monthly, quarterly and annual reports for Lipper, Weisenberger and other
third party reporting agencies; and

D. Furnishing financial information for any
additional required SEC reporting, such as the preparation of financial
information for each Company's reporting on Form N-SAR, the furnishing of
financial information for each Company's prospectus[es] and statement[s] of
additional information, and the financial information required for each
Company's annual Rule 24f-2 notice filing;

Section 33 Compliance Testing. DSC will monitor, test and
prepare and maintain supporting schedules which evidence compliance with the
definitional and distribution requirements under the Internal Revenue Code of
1986, as amended ("IRC"), including the following:

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<PAGE>

A. The requirement to be registered at all times
during the taxable year under the 1940 Act (IRC Section 851(a));

B. The annual ninety percent gross income test (IRC
Section 851(b)(2));

C. The short/short (thirty percent) gross income test
(IRC Section 851(b)(3));

D. The quarterly IRC industry diversification tests
(IRC Sections 851(b)(4) and 817(h)); and

E. The 90% distribution requirements (IRC Section
852(a)).

Section 34 Other Services. In addition to the above, DSC, in
its capacity as Accounting Agent for the Company, will perform the following
services:

A. The calculation of required Portfolio monthly
yields and total return calculations in accordance with the prescribed rules of
the U.S. Securities and Exchange Commission;

B. Providing the financial information necessary for
the preparation of all federal and state tax returns and ancillary schedules,
including:

1. year-end excise tax distributions; and

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<PAGE>

2. compliance with Subchapter M and Section
4982 of the IRC;

C. Performing special tax reporting to shareholders,
including the preparation of reports which reflect income earned by each
Portfolio by state, exempt income and distributions that qualify for the
corporate dividends received deduction;

D. The preparation of expense and budget figures for
each Portfolio, including the maintenance of detailed records pertaining to
expense accruals and payments and adjusting reports to reflect accrual
adjustments;

E. The preparation of reports for Board of Directors'
or Trustees' meetings;

F. Coordination of the custody relationships;

G. Facilitating security settlements;

H. Performance of required foreign security
accounting functions;

I. Performance of daily cash reconciliations for each
Portfolio;

J. Providing identified reports to portfolio managers
including:

1. providing portfolio holdings and security
valuation reports;

2. preparing cash forecasts and
reconciliations as mutually agreed upon; and

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<PAGE>
3. preparing income projections.

IV. PERFORMANCE OF DUTIES

Section 41 DSC may request or receive instructions from a
Company and may, at a Portfolio's expense, consult with counsel for the Company
or its own counsel, with respect to any matter arising in connection with the
performance of its duties hereunder, and shall not be liable for any action
taken or omitted by it in good faith in accordance with such instructions or
opinions of counsel.

Section 42 DSC shall maintain reasonable insurance coverage
for errors and omissions and reasonable bond coverage for fraud.

Section 43 Upon notice thereof to a Company, DSC may employ
others to provide services to DSC in its performance of this Agreement.

Section 44 Personnel and facilities of DSC used to perform
services hereunder may be used to perform similar services to all Companies of
the Delaware Group and their Portfolios and to others, and may be used to
perform other services for all of the Companies of the Delaware Group and
others.

Section 45 The Companies and DSC may, from time to time, set
forth in writing at the Companies' expense certain guidelines to be applicable
to the services hereunder.

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<PAGE>

V. ACCOUNTS AND RECORDS

Section 51 The parties hereto agree and acknowledge that the
accounts and records maintained by DSC with respect to a Portfolio shall be the
property of such Portfolio, and shall be made available to the relevant Company
promptly upon request and shall be maintained for the periods prescribed in Rule
31a-2 under the Investment Company Act of 1940 or such longer period as shall be
agreed to by the parties hereto, at such Portfolio's expense.

VI. COMPENSATION

Section 61 The Companies and DSC acknowledge that the
compensation to be paid hereunder to DSC is intended to induce DSC to provide
services under this Agreement of a nature and quality which the Boards of
Directors or Trustees of the Companies, including a majority who are not parties
to this Agreement or interested person of the parties hereto, have determined
after due consideration to be necessary for the conduct of the business of a
Portfolio in the best interests of a Portfolio and its shareholders.

Section 62 Compensation by a Portfolio hereunder shall be
determined in accordance with Schedule B hereto as it shall be amended from time
to time as provided for herein and which is incorporated herein as a part
hereof.

Section 63 Compensation as provided in Schedule B shall be
reviewed and approved for each Portfolio in the manner

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set forth in Section 8.1 hereof by the Boards of Directors or Trustees of the
Companies at least annually and may be reviewed and approved more frequently at
the request of either party. The Boards may request and DSC shall provide such
information as the Boards may reasonably require to evaluate the basis of and
approve the compensation.

VII. STANDARD OF CARE

Section 71 The Companies on behalf of each Portfolio
acknowledge that DSC shall not be liable for, and in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of the
performance of its duties under this contract, agree to indemnify DSC against,
any claim or deficiency arising from the performance of DSC's duties hereunder,
including DSC's costs, counsel fees and expenses incurred in investigating or
defending any such claim or any administrative or other proceeding, and
acknowledge that any risk of loss or damage arising from the conduct of a
Portfolio's affairs in accordance herewith or in accordance with guidelines or
instructions given hereunder, shall be borne by the Portfolio. The
indemnification provided for in this Section 7.1 shall be made Portfolio by
Portfolio so that DSC is only entitled to indemnification from a Company on
behalf of a Portfolio for actions arising from the performance of DSC's duties
as to that Portfolio.

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<PAGE>

VIII. CONTRACTUAL STATUS

Section 81 This Agreement shall be executed and become
effective as to a Company with regard to a Portfolio listed on Schedule A as of
the date first written above if approved by a vote of such Company's Board of
Directors or Trustees, including an affirmative vote of a majority of the non-
interested members of the Board of such Company, cast in person at a meeting
called for the purpose of voting on such approval. It shall continue in effect
for an indeterminate period, and is subject to termination as to a Company on
behalf of a Portfolio or DSC, as the case may be, on sixty (60) days notice by
either that Company or DSC, unless earlier terminated or amended by agreement
among the parties. A Company shall be permitted to terminate this Agreement as
to a Portfolio on sixty (60) days notice to DSC. Compensation under this
Agreement by a Portfolio shall require approval by a majority vote of the Board
of Directors or Trustees of such Portfolio's Company, including an affirmative
vote of the majority of the non-interested members of such Board cast in person
at a meeting called for the purpose of voting such approval.

Section 82 This Agreement shall become effective as to any
Company or Portfolio not included on Schedule A as of the date first written
above, but desiring to participate in this Agreement, on such date as an amended
Schedule A adding such new Company or Portfolio to such Schedule is executed by
DSC and such new Company or a Company on behalf of a new Portfolio following

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<PAGE>

approval by the Company or by the Company on behalf of a new Portfolio desiring
to be included in this Agreement in accordance with the method specified in
Section 8.1. Any such amended Schedule A shall not affect the validity of this
Agreement as between DSC and the other Companies which have executed this
Agreement or any subsequent amendment to Schedule A of this Agreement.

Section 83 This Agreement may not be assigned by DSC without
the approval of all of the Companies.

Section 84 This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania.

DELAWARE SERVICE COMPANY, INC.

/s/ David K. Downes
By:_____________________________________
David K. Downes
Senior Vice President/Chief
Administrative Officer/Chief
Financial Officer

DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP DECATUR FUND, INC.
DELAWARE GROUP DELAWARE FUND, INC.
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX-FREE MONEY FUND, INC.
DELAWARE GROUP LIMITED-TERM GOVERNMENT
FUNDS, INC.
DELAWARE GROUP TREND FUND, INC.
DELAWARE GROUP DELCHESTER HIGH-YIELD
BOND FUND, INC.
DMC TAX-FREE INCOME TRUST - PENNSYLVANIA
DELAWARE GROUP VALUE FUND, INC.
DELAWARE GROUP GLOBAL & INTERNATIONAL
FUNDS, INC.

-14-

<PAGE>

DELAWARE GROUP DELCAP FUND, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP ADVISER FUNDS, INC.

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

DELAWARE POOLED TRUST, INC.

By: /s/ Wayne A. Stork
-------------------------
Wayne A. Stork, Chairman

-15-

<PAGE>

SCHEDULE A

COMPANIES AND PORTFOLIOS COMPRISING THE DELAWARE GROUP*

Delaware Group Cash Reserve, Inc.

Delaware Group Decatur Fund, Inc.

Decatur Income Fund
Decatur Total Return Fund

Delaware Group Delaware Fund, Inc.

Delaware Fund
Devon Fund

Delaware Group Tax-Free Fund, Inc.

Tax-Free USA Fund
Tax-Free Insured Fund
Tax-Free USA Intermediate Fund

Delaware Group Tax-Free Money Fund, Inc.

Delaware Group Limited-Term Government Funds, Inc.

Limited-Term Government Fund
U.S. Government Money Fund

Delaware Group Trend Fund, Inc.

Delaware Group Delchester High-Yield Bond Fund, Inc.

- --------
* Except as otherwise noted, all Portfolios included on this Schedule A are
Existing Portfolios for purposes of the compensation described on Schedule B to
that Fund Accounting Agreement between Delaware Service Company, Inc. and the
Delaware Group of Funds dated as of August 19, 1996 ("Agreement"). All
Portfolios added to this Schedule A by amendment executed by a Company on behalf
of such Portfolio hereof shall be a New Portfolio for purposes of Schedule B to
the Agreement.

-16-

<PAGE>

DMC Tax-Free Income Trust - Pennsylvania

Delaware Group Value Fund, Inc.

Delaware Group Global & International Funds, Inc.

International Equity Fund
Global Bond Fund
Global Assets Fund
Emerging Markets Fund (New)

Delaware Group DelCap Fund, Inc.

Delaware Pooled Trust, Inc.

The Defensive Equity Portfolio
The Aggressive Growth Portfolio
The International Equity Portfolio
The Defensive Equity Small/Mid-Cap Portfolio (New) The
Defensive Equity Utility Portfolio (New) The Labor Select
International Equity Portfolio The Real Estate Investment
Trust Portfolio The Fixed Income Portfolio The Limited-Term
Maturity Portfolio (New) The Global Fixed Income Portfolio The
International Fixed Income Portfolio (New) The High-Yield Bond
Portfolio (New)

Delaware Group Premium Fund, Inc.

Equity/Income Series
High Yield Series
Capital Reserves Series
Money Market Series
Growth Series
Multiple Strategy Series
International Equity Series
Value Series
Emerging Growth Series
Global Bond Series (New)

Delaware Group Government Fund, Inc.

-17-

<PAGE>

Delaware Group Adviser Funds, Inc.

Enterprise Fund
U.S. Growth Fund
World Growth Fund
New Pacific Fund
Federal Bond Fund
Corporate Income Fund

Dated as of: August 19, 1996

-18-

<PAGE>

SCHEDULE B

COMPENSATION

Fee Schedule for The Delaware Group of Funds

Part 1 -- Fees for Existing Portfolios

Existing Portfolios are those so designated on Schedule A to the Fund Accounting
Agreement between Delaware Service Company, Inc. and the Delaware Group of Funds
dated as of August 19, 1996 ("Agreement").

Annual Asset Based Fees

First $10 Billion of Aggregate
Complex Net Assets 2.5 Basis Points
Aggregate Complex Net Assets
over $10 Billion 2.0 Basis Points

Annual asset based fees will be charged at a rate of 2.5 basis points for the
first $10 Billion of Aggregate Complex Net Assets. Aggregate Complex Net Assets
over $10 Billion will be charged at a rate of 2.0 basis points. These fees will
be charged to a Portfolio on an aggregated pro rated basis.

Annual Minimum Fees

Domestic Equity Portfolio $35,000
Domestic Fixed Income Portfolio $45,000
International Series Portfolio $70,000
Per Class of Share Fee $ 4,000

There is an annual minimum fee that will be charged only if the annual asset
based fee is less than the calculation for the minimum fee. This fee is based on
the type and the number of classes per Portfolio. For an equity Portfolio
$35,000 will be charged; for a fixed income Portfolio $45,000 will be charged,
and for an international Portfolio $70,000 will be charged. For each class of
shares, $4,000 will be charged, such amount to be prorated over a period of less
than a year for any classes added after April 30, 1996. A total of all minimum
fees will be compared to the total asset based fee to determine which fee is
higher and, subsequently, will be used to bill the Companies.

- 19 -

<PAGE>

Part 2 -- Fees for New Portfolios

For each Portfolio designated as a New Portfolio on Schedule A to the Agreement,
there will be a fee of 2.0 basis points, providing that the Delaware complex net
assets are above $10 Billion (the rate would be 2.5 basis points if under $10
Billion and then 2.0 basis points once the net assets cross $10 Billion), or an
annual minimum fee calculated in the manner described above, whichever is
higher. This new fee would be added to the total of Existing Portfolio fees and
then pro rated. Fees shall not be charged for New Portfolios included on
Schedule A until such Portfolios shall have commenced operations.

Dated as of: August 19, 1996

<PAGE>

AMENDMENT NO. 5
to
SCHEDULE A
of
DELAWARE GROUP OF FUNDS*
FUND ACCOUNTING AGREEMENT

Delaware Group Adviser Funds, Inc.
Corporate Income Fund
Enterprise Fund
Federal Bond Fund
New Pacific Fund
U.S. Growth Fund
World Growth Fund

Delaware Group Cash Reserve, Inc.

Delaware Group Equity Funds I, Inc. (formerly Delaware)
Delaware Fund
Devon Fund

Delaware Group Equity Funds II, Inc. (formerly Decatur)
Blue Chip Fund (New)
Decatur Income Fund
Decatur Total Return Fund
Quantum Fund (New)

Delaware Group Equity Funds IV, Inc. (formerly DelCap)
Capital Appreciation Fund (New)
DelCap Fund

Delaware Group Equity Funds V, Inc. (formerly Value)
Value Fund
Retirement Income Fund (New)

Delaware Group Government Fund, Inc.
Government Income Series (U.S. Government Fund )

- ----------
*Except as otherwise noted, all Portfolios included on this Schedule A
are Existing Portfolios for purposes of the compensation described on Schedule B
to that Fund Accounting Agreement between Delaware Service Company, Inc. and the
Delaware Group of Funds dated as of August 19, 1996 ("Agreement"). All
portfolios added to this Schedule A by amendment executed by a Company on behalf
of such Portfolio hereof shall be a New Portfolio for purposes of Schedule B to
the Agreement.

<PAGE>

Delaware Group Global & International Funds, Inc.
Emerging Markets Fund (New)
Global Assets Fund
Global Bond Fund
International Equity Fund

Delaware Group Income Funds, Inc. (formerly Delchester)
Delchester Fund
High-Yield Opportunities Fund (New)
Strategic Income Fund (New)

Delaware Group Limited-Term Government Funds, Inc.
Limited-Term Government Fund
U. S. Government Money Fund

Delaware Pooled Trust, Inc.
The Aggressive Growth Portfolio
The Defensive Equity Portfolio
The Defensive Equity Small/Mid-Cap Portfolio (New)
The Defensive Equity Utility Portfolio (New)
The Emerging Markets Portfolio (New)
The Fixed Income Portfolio
The Global Fixed Income Portfolio
The High-Yield Bond Portfolio (New)
The International Equity Portfolio
The International Fixed Income Portfolio (New)
The Labor Select International Equity Portfolio
The Limited-Term Maturity Portfolio (New)
The Real Estate Investment Trust Portfolio

Delaware Group Premium Fund, Inc.
Capital Reserves Series
Cash Reserve Series
Convertible Securities Series (New)
Decatur Total Return Series
Delaware Series
Delchester Series
Devon Series (New)
Emerging Markets Series (New)
DelCap Series
Global Bond Series (New)
International Equity Series
Quantum Series (New)
Strategic Income Series (New)
Trend Series
Value Series

2
<PAGE>

Delaware Group Tax-Free Fund, Inc.
Tax-Free Insured Fund
Tax-Free USA Fund
Tax-Free USA Intermediate Fund

Delaware Group Tax-Free Money Fund, Inc.

Delaware Group Trend Fund, Inc.

DMC Tax-Free Income Trust-Pennsylvania (doing business as Tax-Free Pennsylvania
Fund)

Voyageur Funds, Inc.
Voyageur U.S. Government Securities Fund (New)

Voyageur Insured Funds, Inc.
Arizona Insured Tax Free Fund (New)
Colorado Insured Fund (New)
Minnesota Insured Fund (New)
National Insured Tax Free Fund (New)

Voyageur Intermediate Tax Free Funds, Inc.
Arizona Limited Term Tax Free Fund (New)
California Limited Term Tax Free Fund (New)
Colorado Limited Term Tax Free Fund (New)
Minnesota Limited Term Tax Free Fund (New)
National Limited Term Tax Free Fund (New)

Voyageur Investment Trust
California Insured Tax Free Fund (New)
Florida Insured Tax Free Fund (New)
Florida Tax Free Fund (New)
Kansas Tax Free Fund (New)
Missouri Insured Tax Free Fund (New)
New Mexico Tax Free Fund (New)
Oregon Insured Tax Free Fund (New)
Utah Tax Free Fund (New)
Washington Insured Tax Free Fund (New)

3
<PAGE>

Voyageur Investment Trust II
Florida Limited Term Tax Free Fund (New)

Voyageur Mutual Funds, Inc.
Arizona Tax Free Fund (New)
California Tax Free Fund (New)
Iowa Tax Free Fund (New)
Idaho Tax Free Fund (New)
Minnesota High Yield Municipal Bond Fund (New)
National High Yield Municipal Bond Fund (New)
National Tax Free Fund (New)
New York Tax Free Fund (New)
Wisconsin Tax Free Fund (New)

Voyageur Mutual Funds II, Inc.
Colorado Tax Free Fund (New)

Voyageur Mutual Funds III, Inc.
Aggressive Growth Fund (New)
Growth Stock Fund (New)
International Equity Fund (New)
Tax Efficient Equity Fund (New)

Voyageur Tax Free Funds, Inc.
Minnesota Tax Free Fund (New)
North Dakota Tax Free Fund (New)

Dated as of May 1, 1997

<PAGE>

DELAWARE SERVICE COMPANY, INC.

By: /s/ David K. Downes
-----------------------------------------------------------------
David K. Downes
President, Chief Executive Officer and Chief Financial Officer

DELAWARE GROUP ADVISER FUNDS, INC.
DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP EQUITY FUNDS I, INC.
DELAWARE GROUP EQUITY FUNDS II, INC.
DELAWARE GROUP EQUITY FUNDS IV, INC.
DELAWARE GROUP EQUITY FUNDS V, INC.
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
DELAWARE GROUP INCOME FUNDS, INC.
DELAWARE GROUP LIMITED -TERM GOVERNMENT FUNDS, INC.
DELAWARE POOLED TRUST, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX FREE MONEY FUND, INC.
DELAWARE GROUP TREND FUND, INC.
DMC TAX-FREE INCOME TRUST-PENNSYLVANIA
VOYAGEUR FUNDS, INC.
VOYAGEUR INSURED FUNDS, INC.
VOYAGEUR INTERMEDIATE TAX FREE FUNDS, INC.
VOYAGEUR INVESTMENT TRUST
VOYAGEUR INVESTMENT TRUST II
VOYAGEUR MUTUAL FUNDS, INC.
VOYAGEUR MUTUAL FUNDS II, INC.
VOYAGEUR MUTUAL FUNDS III, INC.

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

<PAGE>

Consent of Ernst & Young LLP, Independent Auditors

We consent to the references to our firm under the captions "Financial
Highlights" in the Prospectuses and "Financial Statements" in the Statement of
Additional Information and to the incorporation by reference in this
Post-Effective Amendment No. 16 to the Registration Statement (From N-1A) (No.
33-40991) of Delaware Pooled Trust, Inc. of our report dated December 12, 1996,
included in the 1996 Annual Report to Shareholders.

/s/ Ernst & Young LLP
--------------------------
Ernst & Young LLP

Philadelphia, Pennsylvania

May 21, 1997

<PAGE>
DELAWARE POOLED TRUST, INC.-THE HIGH-YIELD BOND PORTFOLIO
TOTAL RETURN PERFORMANCE
THREE MONTHS ENDED APRIL 30, 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>

Initial Investment $1,000.00
Beginning OFFER $10.21
Initial Shares 97.943

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares

- ----------------------------------------------------------------------------------------------
1997 97.943 $0.150 1.431 99.374
- ----------------------------------------------------------------------------------------------

Ending Shares 99.374
Ending NAV x $10.26
---------
Investment Return $1,019.58

Total Return Performance
- ------------------------
Investment Return $1,019.58
Less Initial Investment $1,000.00
---------
$19.58 / $1,000.00 x 100

Total Return: 1.96%
</TABLE>

<PAGE>

DELAWARE POOLED TRUST, INC.-THE HIGH-YIELD BOND PORTFOLIO
TOTAL RETURN PERFORMANCE
LIFETIME ENDED APRIL 30, 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Initial Investment $1,000.00
Beginning OFFER $10.00
Initial Shares 100.000

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares

- ----------------------------------------------------------------------------------------------
1997 100.000 $0.265 2.617 102.617
- ----------------------------------------------------------------------------------------------

Ending Shares 102.617
Ending NAV x $10.26
---------
Investment Return $1,052.85

Total Return Performance
- ------------------------
Investment Return $1,052.85
Less Initial Investment $1,000.00
---------
$52.85 / $1,000.00 x 100

Total Return: 5.29%

</TABLE>

<PAGE>

POWER OF ATTORNEY

The undersigned, a member of the Boards of Directors/Trustees of the
Delaware Group Funds listed on Exhibit A to this Power of Attorney, hereby
constitutes and appoints Wayne A. Stork, W. Thacher Longstreth and Walter P.
Babich and any one of them acting singly, his true and lawful attorneys-in-fact,
in his name, place, and stead, to execute and cause to be filed with the
Securities and Exchange Commission and other federal or state government agency
or body, such registration statements, and any and all amendments thereto as
either of such designees may deem to be appropriate under the Securities Act of
1933, as amended, the Investment Company Act of 1940, as amended, and all other
applicable federal and state securities laws.

IN WITNESS WHEREOF, the undersigned has executed this instrument as of this
1st day of May, 1997.

/s/Thomas F. Madison
_________________________________
Thomas F. Madison

<PAGE>

POWER OF ATTORNEY

EXHIBIT A
DELAWARE GROUP FUNDS

DELAWARE GROUP EQUITY FUNDS I, INC.
DELAWARE GROUP EQUITY FUNDS II, INC.
DELAWARE GROUP EQUITY FUNDS IV, INC.
DELAWARE GROUP EQUITY FUNDS V, INC.
DELAWARE GROUP TREND FUND, INC.
DELAWARE GROUP INCOME FUNDS, INC.
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, INC.
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX-FREE MONEY FUND, INC.
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
DELAWARE GROUP ADVISER FUNDS, INC.
DELAWARE POOLED TRUST, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DMC TAX-FREE INCOME TRUST-PENNSYLVANIA
DELAWARE GROUP DIVIDEND AND INCOME FUND, INC.
DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC.
VOYAGEUR FUNDS, INC.
VOYAGEUR INSURED FUNDS, INC.
VOYAGEUR INTERMEDIATE TAX FREE FUNDS, INC.
VOYAGEUR INVESTMENT TRUST
VOYAGEUR INVESTMENT TRUST II
VOYAGEUR MUTUAL FUNDS, INC.
VOYAGEUR MUTUAL FUNDS II, INC.
VOYAGEUR MUTUAL FUNDS III, INC.
VOYAGEUR TAX FREE FUNDS, INC.
VOYAGEUR ARIZONA MUNICIPAL INCOME FUND, INC.
VOYAGEUR COLORADO INSURED MUNICIPAL INCOME FUND, INC.
VOYAGEUR FLORIDA INSURED MUNICIPAL INCOME FUND
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND, INC.
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND II, INC.
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND III, INC.

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this instrument as of this
1st day of May, 1997.

/s/Jeffrey J. Nick
____________________________________
Jeffrey J. Nick

<PAGE>

POWER OF ATTORNEY

EXHIBIT A
DELAWARE GROUP FUNDS

<ARTICLE> 6
<CIK> 0000875352
<NAME> DELAWARE POOLED TRUST, INC.
<SERIES>
<NUMBER> 12
<NAME> THE HIGH-YIELD BOND PORTFOLIO

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-END> APR-30-1997
<INVESTMENTS-AT-COST> 8,505,832
<INVESTMENTS-AT-VALUE> 8,384,438
<RECEIVABLES> 231,269
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 7,253
<TOTAL-ASSETS> 8,622,960
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 61,048
<TOTAL-LIABILITIES> 61,048
<SENIOR-EQUITY> 8,383
<PAID-IN-CAPITAL-COMMON> 8,624,614
<SHARES-COMMON-STOCK> 838,300
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 54,294
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 37,725
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (121,394)
<NET-ASSETS> 8,603,622
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 199,637
<OTHER-INCOME> 0
<EXPENSES-NET> 12,354
<NET-INVESTMENT-INCOME> 187,283
<REALIZED-GAINS-CURRENT> 37,725
<APPREC-INCREASE-CURRENT> (121,394)
<NET-CHANGE-FROM-OPS> 103,612
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 132,989
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 825,311
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 12,989
<NET-CHANGE-IN-ASSETS> 8,603,622
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 8,225
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 19,139
<AVERAGE-NET-ASSETS> 5,142,134
<PER-SHARE-NAV-BEGIN> 10.000
<PER-SHARE-NII> 0.330
<PER-SHARE-GAIN-APPREC> 0.195
<PER-SHARE-DIVIDEND> 0.265
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.260
<EXPENSE-RATIO> 0.59
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>