DELAWARE POOLED TRUST INC
497, 1999-07-01
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<PAGE>
DELAWARE(SM)
INVESTMENTS
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Philadelphia o London


Delaware
Pooled Trust

The Equity Income Portfolio

Prospectus June 29, 1999

Delaware Pooled Trust, Inc. (Fund) offers 23 Portfolios, which provide a no-load
investment alternative for institutional clients and high net-worth individuals.
The Fund is designed to meet the investment needs of discerning institutional
investors and high net-worth individuals who desire experienced investment
management and place a premium on personal service. This Prospectus offers The
Equity Income Portfolio (Portfolio).



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| The Securities and Exchange Commission has not approved or disapproved these |
| securities or passed upon the adequacy of this Prospectus and any            |
| representation to the contrary is a criminal offense.                        |
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Table of contents
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Risk/Return Summary: Investments,
Risks and Performance
The Equity Income Portfolio                                Page 1

Additional Investment Information                               3

Risk Factors                                                    5

Management of the Fund                                          7
Shareholder Services                                            9

How to Purchase Shares                                         10

Redemption of Shares                                           11
Valuation of Shares                                            12
Dividends and Capital Gains Distributions                      13
Taxes                                                          13

Financial Highlights                                           14

Appendix A                                                     15



<PAGE>
Profile: The Equity Income Portfolio

What are the Portfolio's Goals?

     The Equity Income Portfolio seeks to provide the highest possible current
     income by investing primarily in common stocks that provide the potential
     for income and capital appreciation without undue risk to principal.
     Although the Portfolio will strive to achieve its goals, there is no
     assurance that it will.

What are the Portfolio's main investment strategies? The Portfolio invests
primarily in dividend-paying stocks of large companies that we believe have
long-term total return potential. That is, they offer both current income
through dividends and capital growth potential through increases in stock
prices. Our focus on stocks with high dividend yields is generally considered to
be a value-oriented investment approach. Typically, we consider buying a stock
when its dividend yield is higher than the average of the unmanaged S&P 500
Composite Stock Price Index. We then consider the financial strength of the
company, its management and any developments affecting the security, the company
or its industry. If the yield on a stock in the portfolio falls below the
average of the S&P 500, the Portfolio generally sells that stock.

The Equity Income Portfolio also may invest up to 15% of its net assets in
high-yield, higher risk corporate bonds, commonly known as junk bonds. These
bonds involve the risk that the issuing company may be unable to pay interest or
repay principal. However, they can offer high income potential which we believe
can make a positive contribution to the Portfolio's performance. We carefully
evaluate individual bonds before they are purchased and monitor them carefully
while in the Portfolio. We look closely at each company and the characteristics
of the bond to better judge the ability of the company to pay interest and repay
principal.

We conduct ongoing analysis of both the stock and bond markets to determine how
much of the Portfolio should be allocated to stocks and how much to high-yield
bonds.

What are the main risks of investing in the Portfolio? Investing in any mutual
fund involves risk, including the risk that you may lose part or all of the
money you invest. The price of Portfolio shares will increase and decrease
according to changes in the value of the Portfolio's investments. This Portfolio
will be affected by declines in stock and high-yield bond prices, which could be
caused by a drop in the stock market, interest rate changes, problems in the
economy or poor performance from particular companies or sectors.

An investment in the Portfolio is not a deposit of any bank and is not insured
or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other
government agency.

See "Additional Investment Information" and "Risk Factors" for further details
concerning these and other investment policies and risks.

You should keep in mind that an investment in the Portfolio is not a complete
investment program; it should be considered just one part of your total
financial plan. Be sure to discuss this Portfolio with your investment
consultant to determine whether it is an appropriate investment for you.

                                                                            1
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What are The Equity Income Portfolio's fees and expenses?
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Shareholder fees are fees paid directly from your investment.

Maximum sales charge (load) imposed on
   purchases as a percentage of offering price               None
Maximum sales charge (load) imposed on
   reinvested dividends                                      None
Purchase reimbursement fees                                  None
Redemption reimbursement fees                                None
Exchange fees                                                None
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Annual Portfolio operating expenses are deducted from The Equity Income
Portfolio's assets before it pays dividends and before its net asset value and
total return are calculated. We will not charge you separately for these
expenses.

Investment advisory fees(1)                                 0.55%
Distribution and service (12b-1) fees                        None
Other expenses(1/2)                                         0.17%
Total operating expenses(1)                                 0.72%
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This example is intended to help you compare the cost of investing in the
Portfolio to the cost of investing in other mutual funds with similar investment
objectives. We show the cumulative amount of Portfolio expenses on a
hypothetical investment of $10,000 with an annual 5% return over the time
shown.(3) This is an example only, and does not represent future expenses, which
may be greater or less than those shown here.

1 year                                                       $ 74
3 years                                                     $ 230

(1)  Delaware Management Company has agreed to waive fees and pay expenses
     through October 31, 1999 in order to prevent total operating expenses
     (excluding any taxes, interest, brokerage fees and extraordinary expenses)
     from exceeding 0.68% of average daily net assets. The fees and expenses
     shown in the table do not reflect this voluntary expense cap.

(2)  Other expenses are based on estimates for the current fiscal year.

(3)  The Portfolio's actual rate of return may be greater or less than the
     hypothetical 5% return we use here. Also, this example assumes that the
     Portfolio's total operating expenses remain unchanged in each of the
     periods we show. This example does not assume the voluntary expense cap
     described in footnote 1.


   2
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<PAGE>
Additional Investment Information

The Portfolio may invest in a broad selection of securities consistent with its
investment objective and policies. The following chart gives a brief description
of the securities that the Portfolio may invest in. Please see the Statement of
Additional Information for additional descriptions and risk information on these
investments as well as other investments for the Portfolio.
<TABLE>
<CAPTION>
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   Securities                                         How we use them
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<S>                                                   <C>
Common Stocks: Securities that represent shares of    The Portfolio will invest assets in common stocks,
ownership in a corporation. Stockholders              some of which will be dividend paying stocks.
participate in the corporation's profits and losses,
proportionate to the number of shares they own.

Corporate Bonds: Debt obligations issued by a         The Portfolio may invest up to 15% of net assets
corporation.                                          in bonds rated below investment grade by an NRSRO,
                                                      typically they are rated B or BB.

Convertible Securities: Usually preferred stocks      The Portfolio may invest a portion of its assets
or corporate bonds that can be exchanged for a set    in convertible securities in any industry.
number of shares of common stock at a
predetermined price. These securities offer higher
appreciation potential than nonconvertible bonds
and greater income potential than nonconvertible
preferred stocks.

U.S. Government Securities: U.S. Treasury             The Portfolio invests in U.S. government
securities are backed by the "full faith and          securities for temporary purposes. These
credit" of the United States. Securities issued or    securities are issued or guaranteed as to the
guaranteed by federal agencies and U.S. government    payment of principal and interest by the U.S.
sponsored instrumentalities may or may not be         government, and by various agencies or
backed by the "full faith and credit" of the          instrumentalities which have been established or
United States. In the case of securities not          sponsored by the U.S. government.
backed by the "full faith and credit" of the
United States, investors in such securities look
principally to the agency or instrumentality
issuing or guaranteeing the obligation for
ultimate repayment.

Repurchase Agreements: An agreement between a         While the Portfolio is permitted to do so, it
buyer and seller of securities in which the seller    normally does not invest in repurchase agreements
agrees to buy the securities back within a            except to invest cash balances or for temporary
specified time at the same price the buyer paid       defensive purposes. Not more than 10% of the
for them, plus an amount equal to an agreed upon      Portfolio's assets may be invested in repurchase
interest rate. Repurchase agreements are often        agreements having a maturity in excess of seven
viewed as equivalent to cash.                         days.

Restricted Securities: Privately placed securities    The Portfolio may invest in restricted securities,
whose resale is restricted under securities law.      including securities eligible for resale without
                                                      registration pursuant to Rule 144A under the
                                                      Securities Act of 1933. To the extent restricted
                                                      securities are illiquid, the Portfolio will limit
                                                      its investments in them in accordance with its
                                                      policy concerning illiquid securities. See
                                                      "Illiquid Securities" below.

Illiquid Securities: Securities that do not have a    The Portfolio may invest no more than 15% of net
ready market, and cannot be easily sold, if at        assets in illiquid securities.
all, at approximately the price that the Portfolio
has valued them. Illiquid securities include
repurchase agreements maturing in more than seven
days.

Short-Term Debt Investments: These instruments        The Portfolio may invest in these instruments
include (1) time deposits, certificates of deposit    either as a means to achieve its investment
and bankers acceptances issued by a U.S.              objective or, more commonly, as temporary
commercial bank; (2) commercial paper of the          defensive investments or pending investment in the
highest quality rating; (3) short-term debt           Portfolio's principal investment securities.
obligations with the highest quality rating; (4)
U.S. government securities; and (5) repurchase
agreements collateralized by those instruments.

When-Issued and Delayed-Delivery Securities: In       The Portfolio may purchase securities on a
these transactions, instruments are purchased with    when-issued or delayed delivery basis. The
payment and delivery taking place in the future in    Portfolio may not enter into when-issued
order to secure what is considered to be an           commitments exceeding in the aggregate 15% of the
advantageous yield or price at the time of the        market value of the Portfolio's total assets less
transaction. The payment obligations and the          liabilities other than the obligations created by
interest rates that will be received are each         these commitments. The Portfolio will maintain
fixed at the time the Portfolio enters into the       with the Custodian Bank a separate account with a
commitment and no interest accrues to the             segregated portfolio of securities in an amount at
Portfolio until settlement. Thus, it is possible      least equal to these commitments.
that the market value at the time of settlement
could be higher or lower than the purchase price
if the general level of interest rates has changed.
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</TABLE>
                                                                            3
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<PAGE>
Additional Investment Information (continued)

<TABLE>
<CAPTION>
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   Securities                                          How we use them
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<S>                                                    <C>

Securities Lending: These transactions involve the    The Portfolio may loan up to 25% of its assets to
loan of securities owned by the Fund to qualified     qualified brokers/dealers or institutional
dealers and investors for their use relating to       investors. These transactions will generate
short-sales or other securities transactions.         additional income for the Portfolio.

Borrowing From Banks: The Portfolio may have          The Portfolio may borrow money as a temporary
pre-existing arrangements with banks that permit      measure or to facilitate redemptions. The
it to borrow money from time to time.                 Portfolio does not intend to increase its net
                                                      income through borrowing.

American Depositary Receipts (ADRs): ADRs are          The Portfolio may invest in sponsored and
receipts issued by a U.S. depositary (usually a        unsponsored ADRs that are actively traded in the
U.S. bank). Depositary receipts represent an           United States.
ownership interest in an underlying security that
is held by the depositary. Generally, the
underlying security represented by an ADR is
issued by a foreign issuer. Sponsored depositary
receipts are issued jointly by the issuer of the
underlying security and the depositary, and
unsponsored depositary receipts are issued by the
depositary without the participation of the issuer
of the underlying security. Generally, the holder
of the depositary receipt is entitled to all
payments of interest, dividends or capital gains
that are made on the underlying security.

Futures and Options: A futures contract is a          The Portfolio may invest in futures, options and
bilateral agreement providing for the purchase and    closing transactions related thereto. These
sale of a specified type and amount of a financial    activities will not be entered into for
instrument, or for the making and acceptance of a     speculative purposes, but rather for hedging
cash settlement, at a stated time in the future       purposes and to facilitate the ability to quickly
for a fixed price. A call option is a short-term      deploy into the stock market the Portfolio's cash,
contract pursuant to which the purchaser of the       short-term debt securities and other money market
call option, in return for the premium paid, has      instruments at times when the Portfolio's assets
the right to buy the security or other financial      are not fully invested in equity securities. The
instrument underlying the option at a specified       Portfolio may only enter into these transactions
exercise price at any time during the term of the     for hedging purposes if it is consistent with its
option. A put option is a similar contract which      respective investment objective and policies. The
gives the purchaser of the put option, in return      Portfolio may not engage in such transactions to
for a premium, the right to sell the underlying       the extent that obligations resulting from these
security or other financial instrument at a           activities in the aggregate exceed 25% of the
specified price during the term of the option.        Portfolio's assets.
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</TABLE>


   4
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Risk Factors

An investment in the Portfolio entails certain risks and considerations about
which an investor should be aware. The following chart gives a brief description
of some of the risks of investing in the Portfolio. Please see the Statement of
Additional Information for additional descriptions and risk information.
<TABLE>
<CAPTION>
____________________________________________________________________________________________________________________________________
                      Risks                                                          How we strive to manage them
____________________________________________________________________________________________________________________________________
<S>                                                                  <C>
Market Risk is the risk that all or a majority of the                We maintain a long-term investment approach and focus on
securities in a certain market-like the stock or bond                securities that we believe can continue to provide returns
market-will decline in value because of factors such as              over an extended period of time regardless of interim market
economic conditions, future expectations or investor                 fluctuations. We do not try to predict overall market
confidence.                                                          movements and do not trade for short-term purposes.

Industry and Security Risk is the risk that the value of             To seek to reduce these risks for the Portfolio, we limit
securities in a particular industry or the value of an               the amount of the Portfolio's assets invested in any one
individual stock or bond will decline because of changing            industry, we limit investments in any individual security
expectations for the performance of that industry or for the         and we follow a rigorous selection process before choosing
individual company issuing the stock or bond.                        securities for the Portfolio, as is consistent with the
                                                                     Portfolio's investment objective.

Interest Rate Risk is the risk that securities, particularly         We cannot eliminate this risk, but we do try to address it
bonds with longer maturities, will decrease in value if              by monitoring economic conditions, especially interest rate
interest rates rise and increase in value if interest rates          trends and their potential impact on the Portfolio. The
fall. However, investments in equity securities issued by            Portfolio does not try to increase returns on its
small and medium sized companies which often borrow money to         investments in debt securities by predicting and
finance operations, may also be adversely affected by rising         aggressively capitalizing on interest rate movements.
interest rates.

Foreign Risk is the risk that foreign securities may be              The Portfolio typically invests only a small portion of its
adversely affected by political instability, changes in              assets in foreign securities, usually through depositary
currency exchange rates, foreign economic conditions or              receipts denominated in U.S. dollars and traded on a U.S.
inadequate regulatory and accounting standards. In addition,         exchange. We carefully evaluate the overall situations in
there is the possibility of expropriation, nationalization           the countries where we invest in an attempt to reduce these
or confiscatory taxation, taxation of income earned in               risks. We also tend to avoid markets where we believe
foreign nations or other taxes imposed with respect to               accounting principles or the regulatory structure are too
investments in foreign nations, foreign exchange controls,           underdeveloped.
which may include suspension of the ability to transfer
currency from a given country, and default in foreign
government securities.

Currency Risk is the risk that the value of an investment            To the extent that the Portfolio invests in foreign
may be negatively affected by changes in foreign currency            securities, it may be affected by changes in currency rates
exchange rates. Adverse changes in exchange rates may reduce         and exchange control regulations and may incur costs in
or eliminate any gains produced by investment that are               connection with conversions between currencies. To hedge
denominated in foreign currencies and may increase losses            this currency risk associated with investments in non-U.S.
                                                                     dollar denominated securities the Portfolio may invest in
                                                                     forward foreign currency contracts. Those activities pose
                                                                     special risks which do not typically arise in connection
                                                                     with investments in U.S. securities.

Lower Rated Fixed-Income Securities (high-yield, high risk           The Portfolio may invest up to 15% of net assets in
securities) while generally having higher yields, are                high-yield, high risk securities rated BB or B by an NRSRO
subject to reduced creditworthiness of issuers, increased            or, if unrated, deemed to be of equivalent quality. The
risks of default and a more limited and less liquid                  Portfolio will attempt to reduce these risks through
secondary market than higher rated securities. These                 portfolio diversification, credit analysis, attention to
securities are subject to greater volatility and risk of             trends in the economy, industries and financial markets, and
loss of income and principal than are higher rated                   complying with the limits on exposure to this asset class
securities. Lower rated and unrated fixed-income securities          described in this Prospectus.
tend to reflect short-term corporate and market developments
to a greater extent than higher rated fixed-income
securities, which react primarily to fluctuations in the
general level of interest rates. Fixed-income securities of
this type are considered to be of poor standing and
primarily speculative. Such securities are subject to a
substantial degree of credit risk.

Liquidity risk is the possibility that securities cannot be          We limit exposure to illiquid securities as described under
readily sold, if at all, at approximately the price that the         "Additional Investment Information - Illiquid Securities."
Portfolio values them.
____________________________________________________________________________________________________________________________________
</TABLE>
                                                                               5
<PAGE>

Risk Factors (continued)
<TABLE>
<CAPTION>
____________________________________________________________________________________________________________________________________
                      Risks                                                          How we strive to manage them
____________________________________________________________________________________________________________________________________
<S>                                                                  <C>
Futures Contracts, Options on Futures Contracts, Forward             The Portfolio may use certain options strategies or may use
Contracts and Certain Options used as investments for                futures contracts and options on futures contracts. The
hedging and other non-speculative purposes involves certain          Portfolio will not enter into futures contracts and options
risks. For example, a lack of correlation between price              thereon to the extent that more than 5% of the Portfolio's
changes of an option or futures contract and the assets              assets are required as futures contract margin deposits and
being hedged could render the Portfolio's hedging strategy           premiums on options and only to the extent that obligations
unsuccessful and could result in losses. If the direction of         under such futures contracts and options thereon would not
securities prices or interest rates is incorrectly                   exceed 20% of the Portfolio's total assets.
predicted, the Portfolio will be in a worse position than if
such transactions had not been entered into. In addition,
since there can be no assurance that a liquid secondary
market will exist for any contract purchased or sold, the
Portfolio may be required to maintain a position (and in the
case of written options may be required to continue to hold
the securities used as cover) until exercise or expiration,
which could result in losses. Over-the-counter transactions
in options and forward contracts also involve risks arising
from the lack of an organized exchange trading environment.
</TABLE>
_______________________________________________________________________________

Year 2000

As with other mutual funds, financial and business organizations and individuals
around the world, the Portfolio could be adversely affected if the computer
systems used by its service providers do not properly process and calculate
date-related information on and after January 1, 2000. This is commonly known as
the "Year 2000 Problem." The Fund is taking steps to obtain satisfactory
assurances that the Portfolio's major service providers are taking steps
reasonably designed to address the Year 2000 Problem with respect to the
computer systems that such service providers use. There can be no assurance that
these steps will be sufficient to avoid any adverse impact on the business of
the Portfolio. The Year 2000 Problem may also adversely affect the issuers of
securities in which the Portfolio invests. The portfolio managers and investment
professionals of the Portfolio consider Year 2000 issues in the securities
selection and investment process. However, there can be no guarantee that, even
with their due diligence efforts, they will be able to predict the effect of
Year 2000 on any company or the performance of its securities.

6

<PAGE>


Management of the Fund

Directors

The business and affairs of the Fund and the Portfolio are managed under the
direction of the Fund's Board of Directors. See the Fund's Statement of
Additional Information for additional information about the Fund's officers and
directors.

Portfolio Manager

John B. Fields
Senior Vice President/Senior Portfolio Manager - The Equity Income Portfolio
Mr. Fields, who has 27 years experience in investment management, earned a
bachelor's degree and an MBA from Ohio State University. Before joining Delaware
Investments in 1992, he was Director of Domestic Equity Risk Management at
DuPont. Prior to that time, he was Director of Equity Research at Comerica Bank.
Mr. Fields is a member of the Financial Analysts Society of Wilmington,
Delaware. In researching securities and making investment decisions for the
Funds, Mr. Fields regularly consults with a team of Delaware portfolio managers
utilizing the same investment strategy. Mr. Fields has managed The Equity Income
Portfolio since its date of inception.

Investment Adviser

Delaware Management Company ("Delaware"), a series of Delaware Management
Business Trust, furnishes investment advisory services to the Portfolio.

Delaware has entered into an Investment Advisory Agreement with the Fund on
behalf of the Portfolio. Under this Agreement, Delaware, subject to the control
and supervision of the Fund's Board of Directors and in conformance with the
stated investment objective and policies of the Portfolio, manages the
investment and reinvestment of the assets of the Portfolio. In this regard, it
is Delaware's responsibility to make investment decisions for the Portfolio.
Under its Investment Adivsory Agreement with the Portfolio, Delaware is entitled
to receive 0.55% (as a percentage of the Portfolio's average daily net assets)
on an annual basis.

Delaware is an indirect, wholly owned subsidiary of Delaware Management
Holdings, Inc. ("DMH"). On April 3, 1995, a merger between DMH and a wholly
owned subsidiary of Lincoln National Corporation ("Lincoln National") was
completed. DMH, Delaware and Delaware International are now indirect, wholly
owned subsidiaries, and subject to the ultimate control, of Lincoln National.
Lincoln National, with headquarters currently in Fort Wayne, Indiana, is a
diversified organization with operations in many aspects of the financial
services industry, including insurance and investment management. Delaware's
address is One Commerce Square, 2005 Market Street, Philadelphia, PA 19103.
Lincoln's address is currently 200 E. Berry Street, Fort Wayne, IN 46802.

From time to time, certain institutional separate accounts advised by Delaware
International Advisers and an affiliate of Delaware, may invest in the
portfolios. The portfolios may experience relatively large investments or
redemptions as a result of the institutional separate accounts either purchasing
or redeeming the portfolios' shares. These transactions will affect the
portfolios, since portfolios that experience redemptions may be required to sell
portfolio securities, and portfolios that receive additional cash will need to
invest it. While it is impossible to predict the overall impact of these
transactions over time, there could be adverse effects on portfolio management
to the extent the portfolios may be required to sell securities or invest cash
at times when they would not otherwise do so. Delaware and Delaware
International, representing the interests of the portfolios, are committed to
minimizing the impact of such transactions on the portfolios. In addition, the
advisers to the institutional separate accounts, are also committed to
minimizing the impact on the portfolios to the extent it is consistent with
pursuing the investment objectives of the institutional separate accounts.

If permitted under applicable law, in cases where a shareholder of the Portfolio
has an investment counseling relationship with Delaware, Delaware International
or their affiliates, Delaware or Delaware International may, at its discretion,
reduce the shareholder's investment counseling fees by an amount equal to the
pro-rata advisory fees paid by the Portfolio. This procedure would be utilized
with clients having contractual relationships based on total assets managed by
Delaware, Delaware International or their affiliates to avoid situations where
excess advisory fees might be paid to Delaware or Delaware International. In no
event will a client pay higher total advisory fees as a result of the client's
investment in the Portfolio.

Administrator

Delaware Service Company, Inc. ("DSC"), an affiliate of Delaware and an
indirect, wholly owned subsidiary of DMH, provides the Fund with administrative
services pursuant to the Amended and Restated Shareholders Services Agreement
with the Fund

                                                                               7

<PAGE>

on behalf of the Portfolio. The services provided under the Amended and Restated
Shareholders Services Agreement are subject to the supervision of the officers
and directors of the Fund, and include day-to-day administration of matters
related to the corporate existence of the Fund, maintenance of its records,
preparation of reports, supervision of the Fund's arrangements with its
Custodian Bank, and assistance in the preparation of the Fund's registration
statements under Federal and State laws. The Amended and Restated Shareholders
Services Agreement also provides that DSC will provide the Fund with dividend
disbursing and transfer agent services. DSC is located at 1818 Market Street,
Philadelphia, PA 19103. For its services under the Amended and Restated
Shareholders Services Agreement, the Fund pays DSC an annual fixed fee, payable
monthly, and allocated among the portfolios of the Fund based on the relative
percentage of assets of each portfolio. DSC also provides accounting services to
the Fund pursuant to the terms of a separate Fund Accounting Agreement.

Distributor

Delaware Distributors, L.P. ("DDLP"), 1818 Market Street, Philadelphia, PA
19103, serves as the exclusive Distributor of the shares of the Portfolio. Under
its Distribution Agreement with the Fund on behalf of the Portfolio, DDLP sells
shares of the Fund upon the terms and at the current offering price described in
this Prospectus. DDLP is not obligated to sell any certain number of shares of
the Fund. DDLP is an indirect, wholly owned subsidiary of DMH.

Custodian Bank

The Chase Manhattan Bank, 4 Chase Metrotech Center, Brooklyn, NY 11245 serves as
custodian for the Portfolio.

Independent Auditors

Ernst & Young LLP, Two Commerce Square, 2001 Market Street, Suite 4000,
Philadelphia, PA 19103, serves as independent auditors for the Fund.

8

<PAGE>


                              SHAREHOLDER SERVICES

Special Reports and Other Services. The Fund will provide client shareholders
with the following information:

   o Audited annual financial reports

   o Unaudited semi-annual financial reports.

   o Detailed monthly appraisal of the status of their account and a complete
     review of portfolio assets, performance results and other pertinent data.

In addition, the investment adviser expects to conduct personal reviews no less
than annually with each client shareholder, with interim telephone updates and
other communication, as appropriate.

The Fund's dedicated telephone number 1-800-231-8002 is available for
shareholder inquiries during normal business hours. You may also obtain the net
asset value for the Portfolio by calling this number. Written correspondence
should be addressed to:

                           Delaware Pooled Trust, Inc.
                           One Commerce Square
                           2005 Market Street
                           Philadelphia, PA 19103
                           Attention: Client Services

Exchange Privilege

The Portfolio's shares may be exchanged for shares of the other portfolios or
the institutional class shares of the other funds in Delaware Investments based
on the respective net asset values of the shares involved and as long as a
portfolio's minimum is satisfied. There are no minimum purchase requirements for
the institutional class shares of the other Delaware Investments funds, but
certain eligibility requirements must be satisfied. Such an exchange would be
considered a taxable event in instances where an institutional shareholder is
subject to tax. The exchange privilege is only available with respect to
portfolios that are registered for sale in a shareholder's state of residence.
The Fund reserves the right to suspend or terminate, or amend the terms of, the
exchange privilege upon 60 days' written notice to client shareholders.

Please call the Fund for further information on how to exchange shares of the
Fund.

                                                                               9

<PAGE>


How to Purchase Shares

Shares of the Portfolio are offered directly to institutions and high net-worth
individual investors at net asset value with no sales commissions or 12b-1
charges.

Minimum Investments. The minimum investment is $1,000,000 and there are no
minimums for subsequent investments in the Portfolio where the minimum initial
investment has been satisfied.

Purchase Price. You may buy shares at the Portfolio's net asset value per share
(NAV), which is calculated as of the close of the New York Stock Exchange (NYSE)
(usually 4:00 P.M. Eastern Time) every day the exchange is open. Your order will
be priced at the next NAV calculated after your order is accepted by the Fund.
Except in the case of in-kind purchases, an order will be accepted by the Fund
after (1) the Fund is notified by telephone of your purchase order and (2)
Federal Funds, or a check in good order, have been delivered to the Fund's
agent. If notice is given or Federal Funds are delivered after that time, the
purchase order will be priced at the close of the following business day.

How to Purchase Shares By Federal Funds Wire

Purchases of shares of the Portfolio may be made by having your bank wire
Federal Funds to First Union Bank as described below. In order to ensure prompt
receipt of your Federal Funds Wire and processing of your purchase order, it is
important that the following steps be taken:

   o First, telephone the Fund at 1-800-231-8002 and provide us with the account
     name, address, telephone number, Tax Identification Number, the Portfolio's
     name, the amount being wired and by which bank and which specific branch,
     if applicable. We will provide you with an account number.

   o Second, instruct your bank to wire the specified amount of Federal Funds to
     First Union Bank, Philadelphia, PA, ABA #031201467, DSC Wire Purchase Bank
     Account #2014128934013. The funds should be sent to the attention of
     Delaware Pooled Trust, Inc. (be sure to have your bank include the name of
     the Portfolio, the account number assigned to you and your account name).
     Federal Funds purchase orders will be accepted only on a day on which the
     Fund, the NYSE, First Union Bank and The Chase Manhattan Bank, the Fund's
     custodian are open for business.

   o Third, complete the Account Registration Form within two days and mail it
     to:

                           Delaware Pooled Trust, Inc.
                           One Commerce Square
                           2005 Market Street
                           Philadelphia, PA 19103
                           Attn: Client Services

How to Purchase Shares By Mail

Purchases of shares of the Portfolio may also be made by mailing a check payable
to the Portfolio to the above address. Please be sure to complete an Investment
Application and deliver it along with your check.

Additional Investments

You may add to your shareholder account at any time and in any amount.
Procedures are the same as those to be followed for a new account:

   o First, notify the Fund of your impending purchase by calling us at
     1-800-231-8002.

   o Then you must be sure that your bank follows the same procedures as
     described above with respect to the wiring of Federal Funds to First Union
     Bank or delivery of a check by mail.

10

<PAGE>

Redemption of Shares

You may withdraw all or any portion of the amount in your account by redeeming
shares at any time by submitting a request in accordance with the instructions
provided below.

The proceeds of any redemption may be more or less than the purchase price of
your shares depending on the market value of the investment securities held by
the Portfolio.

By Mail or FAX Message

The Portfolio will redeem its shares at the net asset value next determined on
the date the request is received in "good order." "Good order" for purposes of
mail or FAX message redemptions means that the request to redeem must include
the following documentation:

   o A letter of instruction specifying the number of shares or dollar amount to
be redeemed signed by the appropriate corporate or organizational officer(s)
exactly as it appears on the Account Registration Form.

   o If you wish to change the name of the commercial bank or account
designation to receive the redemption proceeds as provided in the Account
Registration Form, a separate written request must be submitted to the Fund at
the address listed below.

Copies of this request must be sent to both the current commercial bank and the
new designee bank. Prior to redemption, the Fund will telephonically confirm the
change with both the current and the new designee banks. Further clarification
of these procedures can be obtained by calling the Fund.

Send your requests to:

                           Delaware Pooled Trust, Inc.
                           Attn: Client Services
                           One Commerce Square
                           2005 Market Street
                           Philadelphia, PA 19103
                           FAX #215-255-1162

By Telephone

   o If you have previously elected the Telephone Redemption Option on the
     Account Registration Form, you can request a redemption of your shares by
     calling the Fund at 1-800-231-8002 and requesting the redemption proceeds
     be wired to the commercial bank or account designation identified in the
     Account Registration Form.

   o Shares cannot be redeemed by telephone if stock certificates are held for
     those shares. Please contact the Fund for further details.

   o Redemption requests will be priced at the net asset value next determined
     after the request is received.

   o The Fund will provide written confirmation for all purchase, exchange and
     redemption transactions initiated by telephone.

   o To change the name of the commercial bank or account designated to receive
     the redemption proceeds, a written request must be sent to the Fund at the
     address above. Requests to change the bank or account designation must be
     signed by the appropriate person(s) authorized to act on behalf of the
     shareholder.

   o In times of drastic market conditions, the telephone redemption option may
     be difficult to implement. If you experience difficulty in making a
     telephone redemption, your request may be made by mail or FAX message,
     pursuant to the procedures described above.

   o The Fund's telephone redemption privileges and procedures may be modified
     or terminated by the Fund only upon written notice to the Fund's client
     shareholders.

With respect to such telephone transactions, the Fund will ensure that
reasonable procedures are used to confirm that instructions communicated by
telephone are genuine (including verification of a form of personal
identification) as, if it does not, the

                                                                              11

<PAGE>

Fund or Delaware Service Company, Inc. may be liable for any losses due to
unauthorized or fraudulent transactions. Neither the Fund, the Portfolio nor the
Fund's transfer agent, Delaware Service Company, Inc., is responsible for any
losses incurred in acting upon written or telephone instructions for redemption
or exchange of Portfolio shares which are reasonably believed to be genuine.

Important Redemption Information. Because the Fund's shares are sold to
institutions and high net-worth individuals investors with a relatively high
investment minimum, Fund shareholders likely will hold a significant number of
Fund shares. For this reason, the Fund requests that shareholders proposing to
make a large redemption order give the Fund at least ten days advanced notice of
any such order. This request can easily be satisfied by calling the Fund at
1-800-231-8002, and giving notification of your future intentions.

Once a formal redemption order is received, the Fund, in the case of redemptions
to be made in cash, normally will make payment for all shares redeemed under
this procedure within three business days of receipt of the order. In no event,
however, will payment be made more than seven days after receipt of a redemption
request in good order. The Fund may suspend the right of redemption or postpone
the date at times when the NYSE is closed, or under any emergency circumstances
as determined by the Securities and Exchange Commission ("Commission").

Due to the relatively high cost of maintaining shareholder accounts, the Fund
reserves the right to redeem shares in the Portfolio if the value of your
holdings in the Portfolio is below $500,000. The Fund, however, will not redeem
shares based solely upon market reductions in net asset value. If the Fund
intends to take such action, a shareholder would be notified and given 90 days
to make an additional investment before the redemption is processed.

                              VALUATION OF SHARES

The net asset value per share of the Portfolio is determined by dividing the
total market value of the Portfolio's investments and other assets, less any
liabilities, by the total outstanding shares of the Portfolio. Net asset value
per share is determined as of the close of regular trading on the NYSE on each
day the NYSE is open for business.

Securities listed on a U.S. securities exchange for which market quotations are
available are valued at the last quoted sale price on the day the valuation is
made. Price information on listed securities is taken from the exchange where
the security is primarily traded. Securities listed on a foreign exchange are
valued at the last quoted sale price available before the time when net assets
are valued. Unlisted securities and listed securities not traded on the
valuation date for which market quotations are readily available are valued at a
price that is considered to best represent fair value within a range not in
excess of the current asked price nor less than the current bid prices. Domestic
equity securities traded over-the-counter, domestic equity securities which are
not traded on the valuation date and U.S. government securities are priced at
the mean of the bid and ask price.

Bonds and other fixed-income securities are valued according to the broadest and
most representative market, which will ordinarily be the over-the-counter
market. In addition, bonds and other fixed-income securities may be valued on
the basis of prices provided by a pricing service when such prices are believed
to reflect the fair market value of such securities. Securities with remaining
maturities of 60 days or less are valued at amortized cost, if it approximates
market value.

Foreign securities may trade on weekends or other days when the Fund does not
price its shares. While the net asset value may change on these days, you will
not be able to purchase or redeem Fund shares.

Exchange-traded options are valued at the last reported sales price or, if no
sales are reported, at the mean between the last reported bid and ask prices.
Non-exchange traded options are valued at fair value using a mathematical model.
Futures contracts are valued at their daily quoted settlement price. The value
of other assets and securities for which no quotations are readily available
(including restricted securities) are determined in good faith at fair value
using methods determined by the Fund's Board of Directors.

For purposes of calculating net asset value per share, all assets and
liabilities initially expressed in foreign currencies will be converted into
U.S. dollars at the mean between bid and ask price of such currencies against
the U.S. dollar as provided by an independent pricing service or any major bank,
including The Chase Manhattan Bank, the Fund's custodian.

12

<PAGE>

                   DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

The Portfolio expects to declare and distribute all of its net investment income
to shareholders as dividends annually.

Net capital gains, if any, will be distributed annually. Unless a shareholder
elects to receive dividends and capital gains distributions in cash, all
dividends and capital gains distributions will be automatically paid in
additional shares at net asset value of the Portfolio.

In addition, in order to satisfy certain distribution requirements of the Tax
Reform Act of 1986, the Portfolio may declare special year-end dividend and
capital gains distributions during November or December to shareholders of
record on a date in such month. Such distributions, if received by shareholders
by January 31, are deemed to have been paid by the Portfolio and received by
shareholders on the earlier of the date paid or December 31 of the prior year.

                                     TAXES

General

The Portfolio intends to distribute substantially all of its net investment
income and net capital gains. Dividends from net investment income or net
short-term capital gains will be taxable to you as ordinary income, whether
received in cash or in additional shares. For corporate investors, dividends
paid by the Portfolio from net investment income will generally qualify, in
part, for the intercorporate dividends-received deduction. However, the portion
of the dividends so qualified depends on the aggregate qualifying dividend
income received by the Portfolio from domestic (U.S.) sources.

Distributions paid by the Portfolio from long-term capital gains, whether
received in cash or in additional shares, are taxable to those investors who are
subject to income taxes as long-term capital gains, regardless of the length of
time an investor has owned shares in the Portfolio. The Portfolio does not seek
to realize any particular amount of capital gains during a year; rather,
realized gains are a by-product of Portfolio management activities.
Consequently, capital gains distributions may be expected to vary considerably
from year to year. Also, for those investors subject to tax, if purchases of
shares in the Portfolio are made shortly before the record date for a dividend
or capital gains distribution, a portion of the investment will be returned as a
taxable distribution.

The sale of shares of the Portfolio is a taxable event and may result in a
capital gain or loss to shareholders subject to tax. Capital gain or loss may be
realized from an ordinary redemption of shares or an exchange of shares between
two mutual funds (or two portfolios of a mutual fund). Any loss incurred on the
sale or exchange of the shares of the Portfolio, held for six months or less,
will be treated as a long-term capital loss to the extent of capital gain
dividends received with respect to such shares.

Additionally, the Fund is required to withhold 31% of taxable dividend capital
gains distributions, and redemptions paid to shareholders who have not complied
with IRS taxpayer identification regulations. You may avoid this withholding
requirement by certifying on your Account Registration Form your proper Taxpayer
Identification Number and by certifying that you are not subject to backup
withholding.

The tax discussion set forth above is included for general information only.
Prospective investors should consult their own tax advisers concerning the
federal, state, local or foreign tax consequences of an investment in the Fund.
Additional information on tax matters is included in the Statement of Additional
Information.

                                                                              13

<PAGE>


Financial Highlights

Financial highlights are not shown for the Portfolio since it did not commence
operations prior to the close of the Fund's fiscal year end.






14

<PAGE>

                               APPENDIX A-RATINGS

Bonds

   Excerpts from Moody's description of its bond ratings: Aaa-judged to be the
best quality. They carry the smallest degree of investment risk; Aa-judged to be
of high quality by all standards; A-possess favorable attributes and are
considered "upper medium" grade obligations; Baa-considered as medium grade
obligations. Interest payments and principal security appear adequate for the
present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time; Ba-judged to have
speculative elements; their future cannot be considered as well assured. Often
the protection of interest and principal payments may be very moderate and
thereby not well safeguarded during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class; B-generally lack
characteristics of the desirable investment. Assurance of interest and principal
payments or of maintenance of other terms of the contract over any long period
of time may be small; Caa-are of poor standing. Such issues may be in default or
there may be present elements of danger with respect to principal or interest;
Ca-represent obligations which are speculative in a high degree. Such issues are
often in default or have other marked shortcomings; C-the lowest rated class of
bonds and issues so rated can be regarded as having extremely poor prospects of
ever attaining any real investment standing.

   Excerpts from S&P's description of its bond ratings: AAA-highest grade
obligations. They possess the ultimate degree of protection as to principal and
interest; AA-also qualify as high grade obligations, and in the majority of
instances differ from AAA issues only in a small degree; A-strong ability to pay
interest and repay principal although more susceptible to changes in
circumstances; BBB-regarded as having an adequate capacity to pay interest and
repay principal; BB, B, CCC, CC-regarded, on balance, as predominantly
speculative with respect to capacity to pay interest and repay principal in
accordance with the terms of the obligation. BB indicates the lowest degree of
speculation and CC the highest degree of speculation. While such debt will
likely have some quality and protective characteristics, these are outweighed by
large uncertainties or major risk exposures to adverse conditions; C-reserved
for income bonds on which no interest is being paid; D-in default, and payment
of interest and/or repayment of principal is in arrears.

   Excerpts from Fitch's description of its bond ratings: AAA-Bonds considered
to be investment grade and of the highest credit quality. The obligor has an
exceptionally strong ability to pay interest and repay principal, which is
unlikely to be affected by reasonably foreseeable events; AA-Bonds considered to
be investment grade and of very high credit quality. The obligor's ability to
pay interest and repay principal is very strong, although not quite as strong as
bonds rated AAA. Because bonds rated in the AAA and AA categories are not
significantly vulnerable to foreseeable future developments, short-term debt of
these issuers is generally rated F-1+; A-Bonds considered to be investment grade
and of high credit quality. The obligor's ability to pay interest and repay
principal is considered to be strong, but may be more vulnerable to adverse
changes in economic conditions and circumstances than bonds with higher ratings;
BBB-Bonds considered to be investment grade and of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have an adverse impact on these bonds, and therefore impair
timely payment. The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings; BB-Bonds are
considered speculative. The obligor's ability to pay interest and repay
principal may be affected over time by adverse economic changes. However,
business and financial alternatives can be identified which could assist the
obligor in satisfying its debt service requirements; B-Bonds are considered
highly speculative. While bonds in this class are currently meeting debt service
requirements, the probability of continued timely payment of principal and
interest reflects the obligor's limited margin of safety and the need for
reasonable business and economic activity throughout the life of the issue;
CCC-Bonds have certain identifiable characteristics which, if not remedied, may
lead to default. The ability to meet obligations requires an advantageous
business and economic environment; CC-Bonds are minimally protected. Default in
payment of interest and/or principal seems probable over time; C-Bonds are in
imminent default in payment of interest or principal; and DDD, DD and D-Bonds
are in default on interest and/or principal payments. Such bonds are extremely
speculative and should be valued on the basis of their ultimate recovery value
in liquidation or reorganization of the obligor. "DDD" represents the highest
potential for recovery on these bonds, and "D" represents the lowest potential
for recovery.

   Plus and minus signs are used with a rating symbol to indicate the relative
position of a credit within the rating category. Plus and minus signs, however,
are not used in the "AAA" category.

                                                                              15

<PAGE>


Commercial Paper

   Excerpts from Moody's description of its two highest commercial paper
ratings: P-1-the highest grade possessing greatest relative strength; P-2-second
highest grade possessing less relative strength than the highest grade.

   Excerpts from S&P's description of its two highest commercial paper ratings:
A-1-judged to be the highest investment grade category possessing the highest
relative strength; A-2-investment grade category possessing less relative
strength than the highest rating.













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                                                                              17

<PAGE>

Delaware Pooled
Trust

                Additional information about the Portfolio's investments will be
                available in the Fund's Annual and Semi-Annual Reports to
                shareholders. In the Fund's shareholder reports you will find a
                discussion of the market conditions and investment strategies
                that significantly affected the Portfolio's performance during
                its last fiscal period. You can find more detailed information
                about the Portfolio in the current Statement of Additional
                Information (SAI), which we have filed electronically with the
                Securities and Exchange Commission (SEC) and which is legally a
                part of this Prospectus. You may obtain a free copy of these
                documents by writing to us at One Commerce Square, 2005 Market
                Street, Philadelphia, PA 19103, or call toll-free 800-231-8002.

                You can find reports and other information about the Portfolio
                on the SEC web site (http://www.sec.gov), or you can get copies
                of this information, after payment of a duplicating fee, by
                writing to the Public Reference Section of the SEC, Washington,
                D.C. 20549-6009. Information about the Portfolio, including the
                Fund's Statement of Additional Information, can be reviewed and
                copied at the SEC's Public Reference Room in Washington, D.C.
                You can get information on the public reference room by calling
                the SEC at 1-800-SEC-0330.

                E-mail

                [email protected]

                Shareholder Inquires

                Call the Fund at 1-800-231-8002

              o For Fund information; literature; price, yield and performance
                figures.

              o For information on existing regular investment accounts and
                retirement plan accounts including wire investments; wire
                redemptions; telephone redemptions and telephone exchanges.











                Investment Company Act File Number: 811-6322

DELAWARE
INVESTMENTS
- ---------------------
Philadelphia o London


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