<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. 27 [X]
--------
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 27 [X]
--------
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: June 29, 1999
It is proposed that this filing will become effective:
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) 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)
[X] on June 29, 1999 pursuant to paragraph (a)(2) of Rule 485
If appropriate:
[ ] This post-effective amendment designates a new effective date for
a previously filed post-effective amendment
-1-
<PAGE>
Title of Securities Being Registered
------------------------------------
The Large-Cap Value Equity Portfolio
The Intermediate Fixed Income Portfolio
The Mid-Cap Growth Equity Portfolio
The International Equity Portfolio
The Global Fixed Income Portfolio
The Mid-Cap Value Equity Portfolio
The International Fixed Income Portfolio
The Labor Select International Equity Portfolio
The High-Yield Bond Portfolio
The Real Estate Investment Trust Portfolio class
The Real Estate Investment Trust Portfolio II
The Global Equity Portfolio
The Emerging Markets Portfolio
The Aggregate Fixed Income Portfolio
The Diversified Core Fixed Income Portfolio
The Small-Cap Value Equity Portfolio
The Small-Cap Growth Equity Portfolio
The Core Equity Portfolio
The Balanced Portfolio
The Equity Income Portfolio
The Select Equity Portfolio
The International Small-Cap Portfolio
-2-
<PAGE>
--- C O N T E N T S ---
This Post-Effective Amendment No. 27 to Registration File No. 33-40991 includes
the following:
1. Facing Page
2. Contents Page
3. Cross-Reference Sheet
4. Part A - Prospectuses
5. Part B - Statement of Additional Information
6. Part C - Other Information
7. Signatures
-3-
<PAGE>
CROSS-REFERENCE SHEET
PART A
Location in
Item No. Description Prospectus
- -------- ----------- -----------
1 Front and Back Cover Pages Same
2 Risk/Return Summary; Risk/Return Summary;
Investments, Risks and Performance Investments, Risks
and Performance
3 Risk/Return Summary; Fee Table Risk/Return Summary;
Investments, Risks
and Performance
4 Investment Objectives; Principal Fund Profiles; Additional
Investment Strategies and Related Risks Investment Information;
Risk Factors
5 Management's Discussion of Performance N/A
6 Management, Organization and Management of
Capital Structure the Fund
7 Shareholder Information How to Purchase Shares;
Redemption of Shares;
Dividends and Capital,
Gains Distributions, Taxes,
Valuation of Shares,
Shareholder Services
8 Distribution Arrangements How to Purchase Shares
9 Financial Highlights Information Financial Highlights
-4-
<PAGE>
CROSS-REFERENCE SHEET
PART B
<TABLE>
<CAPTION>
Location in Statement
Item No. Description of Additional Information
- -------- ----------- -------------------------
<S> <C> <C>
10 Cover Page and Table of Contents Same
11 Fund History Fund History
12 Description of the Fund and Its
Investments and Risks Investment Policies, Portfolio
Techniques and Risk Considerations
13 Management of the Fund Officers and Directors;
Purchasing Shares
14 Control Persons and Principal Holders
of Securities Officers and Directors
15 Investment Advisory and Other Services Officers and Directors;
Purchasing Shares; Investment
Management Agreements;
General Information;
Financial Statements
16 Brokerage Allocation and Other Practices Trading Practices and Brokerage
17 Capital Stock and Other Securities Capitalization and
Noncumulative Voting
(under General Information)
18 Purchase, Redemption and Pricing of Shares Purchasing Shares; Redemption
and Exchange; Determining
Offering Price and Net Asset Value
19 Taxation of the Fund Accounting and Tax Issues; Taxes
20 Underwriters Purchasing Shares
21 Calculation of Performance Data Performance Information
22 Financial Statements Financial Statements
</TABLE>
-5-
<PAGE>
PART C
Item No. Description Location in Part C
- -------- ----------- ------------------
23 Exhibits Item 23
24 Persons Controlled by or under Common
Control with Registrant Item 24
25 Indemnification Item 25
26 Business and Other Connections of
Investment Adviser Item 26
27 Principal Underwriters Item 27
28 Location of Accounts and Records Item 28
29 Management Services Item 29
30 Undertakings Item 30
-6-
<PAGE>
Supplement to the Current Prospectus
- --------------------------------------------------------------------------------
Delaware Pooled Trust, Inc. December 23, 1998
The following supplements the information in the section of the Prospectus
entitled Performance Information.
Comparative Performance
- ------------------------------------------------------------------------------
The Emerging Markets Portfolio of Delaware Pooled Trust, Inc. ("The Emerging
Markets Portfolio of DPT") commenced operations on April 14, 1997. Delaware
International Advisers Ltd. ("Delaware International"), the investment adviser
to The Emerging Markets Portfolio of DPT, also serves as investment manager to
Delaware Investments' Emerging Markets Fund (the "G&I Emerging Markets Fund"),
which is an investment series of Delaware Group Global & International Funds,
Inc. Shares of the G&I Emerging Markets Fund were initially offered to the
public on June 10, 1996. Except as set forth below, The Emerging Markets
Portfolio of DPT and the G&I Emerging Markets Fund are managed with
substantially similar investment objectives, policies and strategies.
The Emerging Markets Portfolio of DPT has achieved the performance set forth
below for the one-year period ended September 30, 1998, and for the period from
the commencement of its operations on April 14, 1997 through September 30, 1998.
The Institutional Class of the G&I Emerging Markets Fund has achieved the
performance set forth below the one-year period and two-year period ended
September 30, 1998, for the period from April 14, 1997 through September 30,
1998, and for the period from the commencement of operations on June 10, 1996
through September 30, 1998. Performance information for the Morgan Stanley
Capital International Emerging Markets Free Index, an unmanaged index, has also
been provided.
<TABLE>
<CAPTION>
The Emerging Markets G&I Emerging MSCI Emerging
Portfolio of DP (1), (2) Markets Fund (1), (3) Markets Free Index (1), (4)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
One Year (47.57%) One Year (50.78%) One Year (47.80%)
4/14/97-9/30/98 (32.28%) 4/14/97-9/30/98 (33.92%) 4/30/97-9/30/98 (37.41%)
Two Year (21.52%) Two Year (25.42%)
Lifetime (18.67%) 6/30/96-9/30/98 (24.20%)
</TABLE>
1. Return and share value fluctuate so that shares, when redeemed, may be worth
more or less than their original cost. Past performance is not a guarantee
of future results.
2. The performance presented is the average annual total return for the
one-year period ended September 30, 1998, and for the lifetime period from
the commencement of operations on April 14, 1997 through September 30, 1998
for The Emerging Markets Portfolio of DPT. During the period presented,
Delaware International voluntarily waived its investment management fee
and/or paid fund expenses to the extent necessary to limit total fund
operating expenses to no more than 1.55%. In the absence of such waiver,
performance would have been reduced.
3. The performance presented is the average annual total return for the
one-year period and two-year period ended September 30, 1998, for the period
from April 14, 1997 through September 30, 1998, and for the lifetime period
from the commencement of operations on June 10, 1996 through September 30,
1998 for the G&I Emerging Markets Fund Institutional Class, which is
available only to certain eligible investors. The G&I Emerging Markets Fund
also offers an A Class, B Class and C Class. The performance of the A Class,
B Class, and C Class varies from the performance of the Institutional Class
due to varying expenses. During the period presented, Delaware International
voluntarily waived its investment management fee and/or paid fund expenses
to the extent necessary to limit total fund operating expenses to no more
than 1.70%. In the absence of such waiver, performance would have been
reduced.
4. The performance presented is the average annual total return for the
one-year period and two-year period ended September 30, 1998, for the period
from April 14, 1997 through September 30, 1998, and for the period from June
30, 1996 through September 30, 1998 for the Morgan Stanley Capital
International Emerging Markets Free Index, an unmanaged index of emerging
market stocks. Performance of the index has not been adjusted to reflect
fees or expenses.
<PAGE>
Supplement to the Current Prospectus
- -------------------------------------------------------------------------------
Delaware Pooled Trust, Inc. December 23, 1998
The performance of the G&I Emerging Markets Fund has been presented to provide
investors with additional information on which to base their investment
decision. Emerging markets investment performance can be volatile and should be
evaluated over a multi-year period. The performance of the G&I Emerging Markets
Fund is not the performance of The Emerging Markets Portfolio of DPT and should
not be considered as a substitute for the performance of The Emerging Markets
Portfolio of DPT. The performance of the G&I Emerging Markets Fund should not be
considered indicative of the past or future performance of The Emerging Markets
Portfolio of DPT.
The charts on the following pages contain certain additional performance
information. For a description of the differences between The Emerging Markets
Portfolio of DPT and the G&I Emerging Markets Fund, see Differences Between
Funds.
Differences Between Funds
- -------------------------------------------------------------------------------
The investment objective of The Emerging Markets Portfolio of DPT is identical
to the investment objective of the G&I Emerging Markets Fund and the two funds
invest in substantially similar securities. Investment strategies for the two
funds will be substantially similar; however, because of the nature of investors
in The Emerging Markets Portfolio of DPT, cash flows tend to be substantial and
irregular, while cash flows in the G&I Emerging Markets Fund tend to be more
regular and in smaller amounts. The differences in cash flows may affect the
timing of investment decisions, the relative speed with which such decisions may
be implemented, the investments held by each Fund from time to time, and,
consequently, performance. In addition, investments may be made for each fund
during varying market conditions.
Shares of each of The Emerging Markets Portfolio of DPT and the G&I Emerging
Markets Fund Institutional Class may be purchased and sold without the
imposition of a sales charge; however, investors in The Emerging Markets
Portfolio of DPT are subject to a purchase reimbursement fee and a redemption
reimbursement fee equal in each case to 0.75% (as a percentage of the dollar
amount purchased or redeemed). The reimbursement fees, which are paid directly
to The Emerging Markets Portfolio of DPT, are designed to reflect an
approximation of the brokerage and related transaction costs associated with the
investment of an investor's purchase amount or the disposition of assets to meet
redemptions, and to limit the extent to which The Emerging Markets Portfolio of
DPT and its existing shareholders would have to bear such costs. The G&I
Emerging Markets Fund does not assess reimbursement fees; therefore, all
transaction costs associated with purchases and redemptions are borne by the G&I
Emerging Markets Fund.
After giving effect to voluntary expense limitations described in each fund's
prospectus, the total operating expenses of The Emerging Markets Portfolio of
DPT during the current fiscal year are not expected to exceed 1.55% of the
average net assets of the Portfolio, compared to 1.70% for the Institutional
Class of the G&I Emerging Markets Fund. A component of the total operating
expenses is the investment management fee payable to Delaware International,
which is currently subject to a limit of 1.00% for The Emerging Markets
Portfolio of DPT compared to a maximum fee of 1.25% for the G&I Emerging Markets
Fund.
<PAGE>
Growth of $10,000 Investment
- -------------------------------------------------------------------------------
Distributions Reinvested June 10, 1996 - September 30, 1998
<TABLE>
<CAPTION>
G & I Emerging Lipper Emerging MSCI Emerging Markets
Markets Fund (1) Markets Fund Average (2) Free Index (3)
---------------- ------------------------ ---------------------
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
6/96 10,000 10,000 10,000
7/96 9,582 9,418 9,317
8/96 10,000 9,681 9,556
9/96 10,030 9,750 9,639
10/96 9,850 9,496 9,381
11/96 9,940 9,708 9,539
12/96 10,101 9,877 9,582
1/97 11,066 10,620 10,235
2/97 11,538 10,991 10,673
3/97 11,327 10,738 10,393
4/97 11,628 10,770 10,411
5/97 12,100 11,207 10,709
6/97 12,844 11,783 11,282
7/97 12,995 12,111 11,450
8/97 12,020 10,918 9,994
9/97 12,553 11,350 10,271
10/97 10,744 9,561 8,585
11/97 10,301 9,206 8,272
12/97 10,259 9,309 8,471
1/98 9,462 8,629 7,807
2/98 10,775 9,413 8,622
3/98 10,980 9,772 8,996
4/98 10,991 9,836 8,898
5/98 9,548 8,581 7,679
6/98 8,127 7,800 6,873
7/98 8,277 8,060 7,091
8/98 5,834 5,798 5,041
9/98 6,178 6,011 5,361
</TABLE>
Chart assumes $10,000 invested on June 10, 1996 and includes the effect of the
reinvestment of all dividends and capital gains.
1. Performance of Delaware Group Global & International Funds, Inc. Emerging
Markets Fund (the "G & I Emerging Markets Fund") Institutional Class, net of
management fees and expenses. Past performance may not be indicative of
future results.
2. Performance of the Lipper Emerging Markets Equity Fund Universe consisting
of between 55 and 85 funds during the measurement period. Multiple share
classes are combined and regional or country funds are excluded.
3. Morgan Stanley Capital International Emerging Markets Free Index, an
unmanaged index of emerging markets stocks. The performance of the Index has
not been adjusted to reflect management fees or other expenses.
<PAGE>
Monthly Results
- -------------------------------------------------------------------------------
G & I Emerging Markets Fund June 30, 1996 - September 30, 1998
<TABLE>
<CAPTION>
Delaware Pooled
Trust, Inc.
- The Emerging G & I Emerging MSCI Emerging G & I Emerging Markets
Markets Portfolio Markets Fund Markets Free Index Fund Relative Return*
----------------- ------------ ------------------ ---------------------
percent
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
7/96 -4.2 -6.8 2.8
8/96 4.4 2.6 1.8
9/96 0.3 0.9 -0.6
10/96 -1.8 -2.7 0.9
11/96 0.9 1.7 -0.8
12/96 1.6 0.5 1.2
1/97 9.6 6.8 2.6
2/97 4.3 4.3 0.0
3/97 -1.8 -2.6 0.8
4/97 2.7 0.2 2.5
5/97 4.6 4.1 2.9 1.2
6/97 5.9 6.2 5.4 0.8
7/97 0.4 1.2 1.5 -0.3
8/97 -8.4 -7.5 -12.7 6.0
9/97 4.9 4.4 2.8 1.6
10/97 -14.7 -14.4 -16.4 2.4
11/97 -2.7 -4.1 -3.7 -0.5
12/97 0.5 -0.4 2.4 -2.8
1/98 -5.4 -7.8 -7.8 0.1
2/98 11.2 13.9 10.4 3.1
3/98 1.8 1.9 4.3 -2.3
4/98 0.3 0.1 -1.1 1.2
5/98 -12.3 -13.1 -13.7 0.7
6/98 -14.0 -14.9 -10.5 -4.9
7/98 2.1 1.9 3.2 -1.3
8/98 -27.5 -29.5 -28.9 -0.9
9/98 4.9 5.9 6.3 -0.4
</TABLE>
* G & I Emerging Markets Fund Relative Return is the geometric difference
between the monthly performance of the Delaware Group Global & International
Funds, Inc. Emerging Markets Fund (the "G & I Emerging Markets Fund")
Institutional Class, net of management fees and expenses, and the Morgan
Stanley Capital International Emerging Markets Free Index, an unmanaged index
of emerging markets stocks. For example, (1.044 / 1.026) - 1 = 1.8%.
Performance of the Index has not been adjusted to reflect management fees or
other expenses. Past performance may not be indicative of future results.
<PAGE>
Defensive Characteristics(1)
- -------------------------------------------------------------------------------
June 30, 1996 - September 30, 1998
<TABLE>
<CAPTION>
G & I Emerging MSCI Emerging US Consumer
Markets Fund(2) Markets Free Index(3) Price Index(4) Number of Months
--------------- --------------------- --------------- ----------------
<S> <C> <C> <C> <C>
percent
Bull Market Performance 83.1 72.5 16
Bear Market Performance -66.3 -68.9 11
Total Performance
(Annualized)(5) -19.3 -24.2 1.9 27
</TABLE>
1. A Bull Market month is defined as one in which the MSCI EMF Index showed a
positive US dollar return, and a Bear Market month as one in which the MSCI
EMF Index showed a negative US dollar return. Bull Market Performance and
Bear Market Performance have not been annualized. Past performance may not
be indicative of future results.
2. Compound total return of Delaware Group Global & International Funds, Inc.
Emerging Markets Fund (the "G & I Emerging Markets Fund") Institutional
Class, net of management fees and expenses.
3. Morgan Stanley Capital International Emerging Markets Free Index is an
unmanaged index of emerging markets stocks. The compound total return of
the Index has not been adjusted to reflect management fees or other
expenses.
4. Source: United States Bureau of Labor Statistics. Data is for Consumer Price
Index - All Urban Consumers.
5. Total performance is calculated as the compound product of the Bull Market
period and the Bear Market period. For example, the G & I Emerging Markets
Fund performance is calculated as follows: (1 + 0.831) x (1 - 0.663) = (1 -
0.383) or (19.3%) annualized.
<PAGE>
Comparative Annualized Performance
Against Competitors(1)
- -------------------------------------------------------------------------------
June 30, 1996 - September 30, 1998
Maximum -5.3%
25th Percentile -18.6%
G&I Emerging Markets Fund(2) -19.3%
Median -21.0%
75th Percentile -23.4%
MSCI Emerging Markets Free Index(3) -24.2%
Minimum -36.4%
1. Percentile, Maximum, Median and Minimum data are from Lipper Emerging
Markets Equity Fund Universe, consisting of 57 funds during the measurement
period. Multiple share classes are combined and regional or country funds
are excluded.
2. Performance represents the compound total return of the Delaware Group
Global & International Funds, Inc. Emerging Markets Fund (the "G & I
Emerging Markets Fund") Institutional Class for the period June 30, 1996 to
September 30, 1998 and is net of management fees and fund expenses. The
average annual total return for the lifetime period from the commencement of
operations on June 10, 1996 through September 30, 1998 is -18.67% and for
the one-year period ended September 30, 1998 is -50.78%, and two-year period
ended September 30, 1998 is -21.52%. Past performance may not be indicative
of future results.
3. Morgan Stanley Capital International Emerging Markets Free Index is an
unmanaged index of emerging markets stocks. Performance represents the
compound total return of the Index and has not been adjusted to reflect
management fees or other expenses.
<PAGE>
DELAWARE POOLED TRUST, INC.
One Commerce Square
2005 Market Street
Philadelphia, PA 19103
Prospectus
June 30, 1999
This Prospectus offers 23 Portfolios. Each Portfolio provides a no-load
investment alternative for institutional clients and high net-worth individuals.
Delaware Pooled Trust, Inc. (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.
<TABLE>
<CAPTION>
<S> <C>
EQUITY ORIENTED FIXED-INCOME ORIENTED
The Large-Cap Value Equity Portfolio The Intermediate Fixed Income Portfolio
The Core Equity Portfolio The Aggregate Fixed Income Portfolio
(formerly The Growth and Income Portfolio) The High-Yield Bond Portfolio
The Balanced Portfolio The Diversified Core Fixed Income Portfolio
The Equity Income Portfolio The Global Fixed Income Portfolio
The Select Equity Portfolio The International Fixed Income Portfolio
The Mid-Cap Growth Equity Portfolio
(formerly named The Aggressive Growth Portfolio)
The Mid-Cap Value Equity Portfolio
(formerly named The Small/Mid-Cap Value Equity Portfolio)
The Small-Cap Value Equity Portfolio
The Small-Cap Growth Equity Portfolio
The Real Estate Investment Trust Portfolio+ ASSET ALLOCATION
The Real Estate Investment Trust PortfolioII++ The Asset Allocation Portfolio
The Global Equity Portfolio
The International Equity Portfolio
The Labor Select International Equity Portfolio
The Emerging Markets Portfolio
The International Small-Cap Portfolio
</TABLE>
+ The Real Estate Investment Trust Portfolio offers five classes of shares.
This Prospectus relates only to The Real Estate Investment Trust Portfolio
class, which commenced operations on November 4, 1997.
++ The Real Estate Investment Trust portfolio and The Real estate Investment
Trust portfolio II are sometimes referred to collectively as "The Real
Estate Investment Trust Portfolios" in this Prospectus.
The Asset Allocation Portfolio is a "fund of funds" which primarily invests in
several of the Portfolios of the Fund. It is a series of Delaware Group
Foundation Funds (Foundation Funds) which is also a mutual fund.
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.
-1-
<PAGE>
TABLE OF CONTENTS
Risk/Return Summary: Investments, Risks, and Performance
The Large-Cap Value Equity Portfolio Page
The Core Equity Portfolio
The Balanced Portfolio
The Equity Income Portfolio
The Select Equity Portfolio
The Mid-Cap Growth Equity Portfolio
The Mid-Cap Value Equity Portfolio
The Small-Cap Value Equity Portfolio
The Small-Cap Growth Equity Portfolio
The Real Estate Investment Trust Portfolios
The Global Equity Portfolio
The International Equity Portfolio
The Labor Select International Equity Portfolio
The Emerging Markets Portfolio
The International Small-Cap Portfolio
The Intermediate Fixed Income Portfolio
The Aggregate Fixed Income Portfolio
The High-Yield Bond Portfolio
The Diversified Core Fixed Income Portfolio
The Global Fixed Income Portfolio
The International Fixed Income Portfolio
The Asset Allocation Portfolio
Additional Investment Information
Risk Factors Page
Management of the Fund
Shareholder Service
How to Purchase Shares
Redemption of Shares
Valuation of Shares
Dividends and Capital Gains Distributions
Taxes
Financial Highlights
-2-
<PAGE>
Profile: The Large-Cap Value Equity Portfolio
What are the Portfolio's Goals?
The Large-Cap Value Equity Portfolio seeks maximum long-term total return,
consistent with reasonable risk. Although the Portfolio will strive to
achieve its goal, there is no assurance that it will.
What are the Portfolio's main investment strategies? The Portfolio invests in
equity securities of companies which, at the time of purchase, have dividend
yields above the current yield of the Standard & Poor's 500 Stock Index (S&P 500
Index) and which, in the investment adviser's opinion, offer capital gains
potential as well. In selecting Portfolio securities, we place an emphasis on
strong relative performance in falling markets. The Portfolio invests primarily
in equity securities of U.S. companies, although from time to time it will
invest in sponsored or unsponsored American Depositary Receipts actively traded
in the United States. Under normal market conditions, at least 65% of the
Portfolio's total assets will be invested in equity securities which include
common stocks, securities convertible into common stocks and securities having
common stock characteristics, such as rights and warrants to purchase common
stocks, and preferred stock. The Portfolio may hold cash or invest in short-term
debt securities or other money market instruments (normally, not more than 5% of
its total assets) when, in our opinion, such holdings are prudent given the
prevailing market conditions.
We seek to invest in high-yielding equity securities and believe that, although
capital gains are important, the dividend return component will be a significant
portion of the expected total return. We believe that a diversified portfolio of
such high-yielding stocks will outperform the market over the long-term, as well
as preserve principal in difficult market environments. Companies considered for
purchase generally will exhibit the following characteristics at the time of
purchase: 1) a dividend yield greater than the prevailing yield of the S&P 500
Index; 2) a price-to-book ratio lower than the average large capitalization
company; and 3) a below-market price-to-earnings ratio.
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 primarily by changes in stock prices.
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.
-3-
<PAGE>
How has The Large-Cap Value Equity Portfolio performed?
This bar chart and table can help you evaluate the potential risks of investing
in The Large-Cap Value Equity Portfolio. We show how returns for The Large-Cap
Value Equity Portfolio have varied over the past six calendar years, as well as
average annual returns for one and five years and since inception - with average
annual returns compared to the performance of the S&P 500 Composite Stock Price
Index. The S&P 500 Index is an unmanaged index of 500 widely held common stocks
that is often used to represent performance of the U.S. stock market. The index
is unmanaged and doesn't include the actual costs of buying, selling, and
holding securities. The Portfolio's past performance does not necessarily
indicate how it will perform in the future. During the periods shown, Delaware
Management Company has voluntarily waived and paid expenses of The Large-Cap
Value Equity Portfolio. Returns would be lower without the voluntary waiver and
payment.
[bar chart]
Year-by-year total return (The Large-Cap Value Equity Portfolio)
The Large-Cap Value Equity Portfolio
1993 19.44%
1994 3.42%
1995 34.06%
1996 20.60%
1997 30.53%
1998 11.84%
As of December 31, 1998, The Large-Cap Value Equity Portfolio had a year-to-date
return of 11.84%. During the periods illustrated in this bar chart, The
Large-Cap Value Equity Portfolio's highest return was 14.92% for the quarter
ended June 30, 1997 and its lowest return was -10.87% for the quarter ended
September 30, 1998.
Average annual returns for periods ending 12/31/98
The Large-Cap Value S&P 500
Equity Portfolio
1 year 11.84% 28.56%
5 years 19.54% 24.03%
Since inception (2/3/92) 18.92% 20.11%
-4-
<PAGE>
What are The Large-Cap Value Equity Portfolio's fees and expenses? Shareholder
fees are fees paid directly from your investment.
-----------------------------------------------------------------
Maximum sales charge (load) imposed on purchases as None
a percentage of offering price
-----------------------------------------------------------------
Maximum sales charge (load) imposed on reinvested None
dividends
-----------------------------------------------------------------
Purchase reimbursement fees None
-----------------------------------------------------------------
Redemption reimbursement fees None
-----------------------------------------------------------------
Exchange Fees None
-----------------------------------------------------------------
Annual Portfolio operating expenses are deducted from The Large-Cap Value Equity
Portfolio's income or assets before it pays dividends and before its total
return is 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) 0.16%
-----------------------------------------------------------------
Total operating expenses(1) 0.71%
-----------------------------------------------------------------
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(2). This is an example only, and does not represent future expenses, which
may be greater or less than those shown here.
----------------------------
1 year $73
----------------------------
3 years $227
----------------------------
5 years $395
----------------------------
10 years $883
----------------------------
(1) Delaware Management Company has agreed to waive fees and pay expenses
through April 30, 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.
(2) 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.
-5-
<PAGE>
Profile: The Core Equity Portfolio
What are the Portfolio's Goals?
The Core Equity Portfolio seeks capital appreciation and income. Although
the Portfolio will strive to achieve its goal, there is no assurance that
it will.
What are the Portfolio's main investment strategies? The Portfolio seeks to
achieve its objectives by investing primarily in income-producing common stocks,
with a focus on common stocks that the investment adviser believes have the
potential for above average dividend increases over time. Under normal
circumstances, the Portfolio will generally invest at least 65% of its total
assets in dividend paying common stocks.
In selecting stocks for the Portfolio, we will focus primarily on dividend
paying common stocks issued by companies with market capitalization in excess of
$100 million but we are not precluded from purchasing shares of companies with
market capitalizations of less than $100 million. In seeking stocks with
potential for above average dividend increases, we will consider such factors as
the historical growth rate of a company's dividend, the frequency of prior
dividend increases, the issuing company's potential to generate cash flows and
the price/earnings multiple of the stock relative to the market. We will
generally avoid stocks that we believe are overvalued and may select stocks with
current dividend yields that are lower than the current yield of the S&P 500
Stock Index in exchange for anticipated dividend growth.
While the Portfolio's objectives may best be attained by investing in common
stocks, it may also invest in other securities including, but not limited to,
convertible and preferred securities, shares or convertible bonds issued by real
estate investment trust (REITS), rights and warrants to purchase common stock
and various types of fixed-income securities, such as U.S. government and
government agency securities, corporate debt securities, and bank obligations,
and may also engage in options and futures transactions. The Portfolio may
invest up to 5% of its assets in foreign securities and, without limitation in
sponsored and unsponsored ADRs that are actively traded in the U.S.
In addition, in unusual market conditions, in order to meet redemption requests,
for temporary defensive purposes and pending investment, the Portfolio may hold
a substantial portion of its assets in cash or short-term fixed-income
obligations. In taking such temporary defensive positions the Portfolio may not
be able to achieve its investment goals.
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. The Portfolio
will be affected primarily by changes in stock prices.
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.
-6-
<PAGE>
What are The Core Equity Portfolio's fees and expenses? Shareholder fees are
fees paid directly from your investment.
-----------------------------------------------------------------
Maximum sales charge (load) imposed on purchases as None
a percentage of offering price
-----------------------------------------------------------------
Maximum sales charge (load) imposed on reinvested None
dividends
-----------------------------------------------------------------
Purchase reimbursement fees None
-----------------------------------------------------------------
Redemption reimbursement fees None
-----------------------------------------------------------------
Exchange Fees None
-----------------------------------------------------------------
Annual Portfolio operating expenses are deducted from The Growth and Income
Portfolio's income or assets before it pays dividends and before its total
return is 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) 1.19%
-----------------------------------------------------------------
Total operating expenses(1) 1.74%
-----------------------------------------------------------------
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 $177
----------------------------
3 years $548
----------------------------
(1) Delaware Management Company has agreed to waive fees and pay expenses
through April 30, 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.
(2) Other expenses are based on estimated amounts 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).
-7-
<PAGE>
Profile: The Balanced Portfolio
What are the Portfolio's goals?
The Portfolio seeks a balance of capital appreciation, income and
preservation of capital. Although the Portfolio will strive to achieve
its goal, there is no assurance that it will.
What are the Portfolio's main investment strategies? The Portfolio invests
primarily in common stocks of established companies which the investment adviser
believes have the potential for long-term capital appreciation. In addition, the
Portfolio invest at least 25% of its assets in various types of fixed-income
securities, including U.S. government securities and corporate bonds. Portfolios
with this mix of stocks and bonds are commonly known as "balanced" portfolios.
What are the main risks of investing in the Portfolio? Investing in any mutual
Portfolio 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 primarily by declines in stock and bond prices which can be
caused by a drop in the stock or bond market, an adverse change in interest
rates or poor performance in specific industries or companies.
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 financial adviser to
determine whether it is an appropriate investment for you.
-8-
<PAGE>
What are The Balanced Portfolio's fees and expenses?
Shareholder fees paid directly from your investment.
- --------------------------------------------------------------------
Maximum sales charge (load) imposed on None
purchases as a percentage of offering price
- --------------------------------------------------------------------
Maximum sales charge (load) imposed on None
reinvested dividends
- --------------------------------------------------------------------
Purchase reimbursement fees None
- --------------------------------------------------------------------
Redemption reimbursement fees None
- --------------------------------------------------------------------
Exchange fees None
- --------------------------------------------------------------------
Annual Portfolio operating expenses are deducted from The Balanced 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) 0.00%
- --------------------------------------------------------------------
Distribution and service (12b-1) fees 0.00%
- --------------------------------------------------------------------
Other expenses(1/2) 0.00%
- --------------------------------------------------------------------
Total operating expenses(1) 0.00%
- --------------------------------------------------------------------
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 $ 000
- ----------------------------------
3 years $ 000
- ----------------------------------
(1) Delaware Management Company has agreed to waive fees and pay expenses
through ______ ___, 1999 in order to prevent total operating expenses
(excluding any taxes, interest, brokerage fees and extraordinary expenses)
from exceeding 0.00% of average daily net assets.
(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.
-9-
<PAGE>
Profile: The Equity Income Portfolio
What are the Portfolio's goals?
The Equity Income Portfolio seeks to provide the highest possible current
income. 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. 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.
What are the main risks of investing in the Portfolio? Investing in any mutual
Portfolio 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 financial adviser to
determine whether it is an appropriate investment for you.
-10-
<PAGE>
What are The Equity Income Portfolio's fees and expenses?
Shareholder fees paid directly from your investment.
- --------------------------------------------------------------------
Maximum sales charge (load) imposed on None
purchases as a percentage of offering price
- --------------------------------------------------------------------
Maximum sales charge (load) imposed on None
reinvested dividends
- --------------------------------------------------------------------
Purchase reimbursement fees None
- --------------------------------------------------------------------
Redemption reimbursement fees None
- --------------------------------------------------------------------
Exchange fees None
- --------------------------------------------------------------------
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) 0.00%
- --------------------------------------------------------------------
Distribution and service (12b-1) fees 0.00%
- --------------------------------------------------------------------
Other expenses(1/2) 0.00%
- --------------------------------------------------------------------
Total operating expenses(1) 0.00%
- --------------------------------------------------------------------
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 $ 000
- ----------------------------------
3 years $ 000
- ----------------------------------
(1) Delaware Management Company has agreed to waive fees and pay expenses
through ______ ___, 1999 in order to prevent total operating expenses
(excluding any taxes, interest, brokerage fees and extraordinary expenses)
from exceeding 0.00% of average daily net assets.
(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.
-11-
<PAGE>
Profile: The Select Equity Portfolio
What are the Portfolio's goals?
The Select Equity Portfolio seeks to provide maximum long-term capital
appreciation. 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 exchange-traded equity securities. At any point in time, the
Portfolio will hold between 20 and 30 different stocks. The securities we select
must pass through three screens. First, we only look at stocks that have already
been picked by our portfolio managers for inclusion in other funds in the
Delaware Investments Family of Funds. Second, we apply quantitative models which
rank these stocks based on a combination of their value, growth and risk
characteristics. Third, we perform fundamental analysis on the companies in the
top 25% of the ranking to narrow the list down to the 20 to 30 individual
securities selected for the Portfolio. When a security which is held by the
Portfolio no longer passes these screens, it is sold and replaced by a new
security that meets our selection criteria. Because the Portfolio will
continually purchase and sell securities according to the screening process, and
will also purchase or sell securities to maintain an approximately equal
weighting for each security, portfolio turnover is expected to be high, perhaps
between 200% and 300%.
The Portfolio is "non-diversified," which means that it can invest a much
greater portion of its assets in any one company than a "diversified" portfolio
(although the Portfolio does intend to be treated as "diversified" for tax
purposes). The Portfolio may invest in companies of all sizes, including small
capitalization, or "small cap," companies. The Portfolio may be highly
concentrated in particular industries or in closely related industries, although
in general it will not invest more than 25% of its net assets in any one
industry.
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. The Portfolio
will be affected by declines in stock prices, which could be caused by a drop in
the stock market, problems in the economy or poor performance from particular
companies or industry sectors. In particular, because of the small number of
different stocks held by the Portfolio, the effect of a change in the price of
any single stock holding may be magnified. Because the Portfolio may be highly
concentrated in particular industries or in closely related industries, the
Portfolio may be particularly sensitive to changes in economic conditions in
those industries. Small cap stocks may experience much more drastic changes in
prices than stocks of larger capitalized companies because small cap companies
are typically much more sensitive to changes in economic conditions. In
addition, high portfolio turnover can result in higher brokerage costs to the
Portfolio and in higher net taxable gains for you as an investor.
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 financial adviser to
determine whether it is an appropriate investment for you.
-12-
<PAGE>
What are The Select Equity Portfolio's fees and expenses?
Shareholder fees paid directly from your investment.
- --------------------------------------------------------------------
Maximum sales charge (load) imposed on None
purchases as a percentage of offering price
- --------------------------------------------------------------------
Maximum sales charge (load) imposed on None
reinvested dividends
- --------------------------------------------------------------------
Purchase reimbursement fees None
- --------------------------------------------------------------------
Redemption reimbursement fees None
- --------------------------------------------------------------------
Exchange fees None
- --------------------------------------------------------------------
Annual Portfolio operating expenses are deducted from The Select Equity
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) 0.00%
- --------------------------------------------------------------------
Distribution and service (12b-1) fees 0.00%
- --------------------------------------------------------------------
Other expenses(1/2) 0.00%
- --------------------------------------------------------------------
Total operating expenses(1) 0.00%
- --------------------------------------------------------------------
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 $ 000
- ----------------------------------
3 years $ 000
- ----------------------------------
(1) Delaware Management Company has agreed to waive fees and pay expenses
through ______ ___, 1999 in order to prevent total operating expenses
(excluding any taxes, interest, brokerage fees and extraordinary expenses)
from exceeding 0.00% of average daily net assets.
(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.
-13-
<PAGE>
Profile: The Mid-Cap Growth Equity Portfolio
What are the Portfolio's Goals?
The Mid-Cap Growth Equity Portfolio seeks maximum long-term capital growth.
Current income is expected to be incidental. Although the Portfolio will
strive to achieve its goal, there is no assurance that it will.
What are the Portfolio's main investment strategies? The Portfolio seeks to
attain its objective by investing in equity securities of medium-sized companies
which, in the opinion of the investment adviser, present, at the time of
purchase, significant long-term growth potential. Under normal market
conditions, the Portfolio invests at least 65% of its total assets in
growth-oriented common stocks of domestic corporations. Those companies, in the
investment adviser's view, generally have total market capitalizations between
$1 billion and $10 billion at the time of purchase. The Portfolio may invest in
securities issued by companies having a capitalization outside that range when,
in our opinion, such a company exhibits the same characteristics and growth
potential as companies within the range. Equity securities for this purpose
include, but are not to be limited to, common stocks, securities convertible
into common stocks and securities having common stock characteristics, such as
rights and warrants to purchase common stocks. The Portfolio also may purchase
preferred stock.
We assess economic, industry, market and company developments to select
investments in promising emerging growth companies that are expected to benefit
from new technology, new products or services, research discoveries, rejuvenated
management and the like. However, the Portfolio may invest in any equity
security which, in our judgment, provides the potential for significant capital
appreciation.
Although we do not pursue a market timing approach to investing, the Portfolio
may hold cash or invest in short-term debt securities or other money market
instruments when, in our opinion, such holdings are prudent given the prevailing
market conditions. Generally, the Portfolio will not hold more than 10% of its
total assets in cash or such short-term investments, but, on occasion, may hold
as much as 30% of its total assets in cash or such short-term investments. The
Portfolio may also, to a limited extent, enter into futures contracts on stocks,
purchase or sell options on such futures, engage in certain options transactions
on stocks and enter into closing transactions with respect to those activities.
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 primarily by changes in stock prices. Because the Portfolio
seeks long-term total return by investing primarily in mid-cap companies, its
investments are likely to involve a higher degree of liquidity risk and price
volatility than investments in larger capitalization securities.
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.
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.
-14-
<PAGE>
How has The Mid-Cap Growth Equity Portfolio performed?
This bar chart and table can help you evaluate the potential risks of investing
in The Mid-Cap Growth Equity Portfolio. We show how returns for The Mid-Cap
Growth Equity Portfolio have varied over the past six calendar years, as well as
average annual returns for one and five years and since inception - with the
average annual returns compared to the performance of the Russell 2000 Stock
Index. The Russell 2000 Stock Index measures the performance of the 2000
smallest companies in the Russell 3000 Index, which represents approximately 10%
of the total market capitalization of the Russell 3000 Index. The index is
unmanaged and doesn't include the actual costs of buying, selling, and holding
securities. The Portfolio's past performance does not necessarily indicate how
it will perform in the future. During the periods shown, Delaware Management
Company has voluntarily waived and paid expenses of The Mid-Cap Growth Equity
Portfolio. Returns would be lower without the voluntary waiver and payment.
[GRAPHIC OMITTED: BAR CHART SHOWING YEAR BY YEAR TOTAL RETURN (The Mid-Cap
Growth Equity Portfolio)]
The Mid-Cap Growth Equity Portfolio
1993 12.76%
1994 -4.01%
1995 29.69%
1996 13.40%
1997 13.00%
1998 20.14%
As of December 31, 1998, The Mid-Cap Growth Equity Portfolio had a year-to-date
return of 20.14%. During the periods illustrated in this bar chart, The Mid-Cap
Growth Equity Portfolio's highest return was 25.17% for the quarter ended
December 31, 1998 and its lowest return was -15.15% for the quarter ended
September 30, 1998.
Average annual returns for periods ending 12/31/98
The Mid-Cap Growth Russell 2000
Equity Portfolio Stock Index
1 year 20.14% -2.55%
5 years 13.90% 11.86%
Since inception (2/3/92) 12.14% 12.35%
-15-
<PAGE>
What are The Mid-Cap Growth Equity Portfolio's fees and expenses? Shareholder
fees are fees paid directly from your investment.
-----------------------------------------------------------------
Maximum sales charge (load) imposed on purchases as None
a percentage of offering price
-----------------------------------------------------------------
Maximum sales charge (load) imposed on reinvested None
dividends
-----------------------------------------------------------------
Purchase reimbursement fees None
-----------------------------------------------------------------
Redemption reimbursement fees None
-----------------------------------------------------------------
Exchange Fees None
-----------------------------------------------------------------
Annual Portfolio operating expenses are deducted from The Mid-Cap Growth Equity
Portfolio's income or assets before it pays dividends and before its total
return is calculated. We will not charge you separately for these expenses.
------------------------------------------------------------------
Investment advisory fees(1) 0.80%
------------------------------------------------------------------
Distribution and service (12b-1) fees None
------------------------------------------------------------------
Other expenses(1) 0.91%
------------------------------------------------------------------
Total operating expenses(1) 1.71%
------------------------------------------------------------------
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.
(2) This is an example only, and does not represent future expenses, which may
be greater or less than those shown here.
----------------------------
1 year $174
----------------------------
3 years $539
----------------------------
5 years $928
----------------------------
10 years $2,019
----------------------------
(1) Delaware Management Company has agreed to waive fees and pay expenses
through April 30, 1999 in order to prevent total operating expenses
(excluding any taxes, interest, brokerage fees and extraordinary expenses)
from exceeding 0.93% of average daily net assets.
(2) 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.
-16-
<PAGE>
Profile: The Mid-Cap Value Equity Portfolio
What are the Portfolio's Goals?
The Mid-Cap Value Equity Portfolio seeks maximum long-term total return.
Although the Portfolio will strive to achieve its goal, there is no
assurance that it will.
What are the Portfolio's main investment strategies? The Mid-Cap Value Equity
Portfolio seeks to achieve its objective by investing primarily in equity
securities of companies, which, at the time of purchase, have market
capitalizations of between $1 billion and $10 billion and are listed on a
national securities exchange or NASDAQ, and which, in the investment adviser's
opinion, offer capital gains potential.
In selecting Portfolio securities, we place an emphasis on strong relative
performance in falling markets. The Portfolio invests primarily in equity
securities of U.S. companies, although from time to time the Portfolio will
include sponsored or unsponsored American Depositary Receipts actively traded in
the United States. Under normal market conditions, at least 65% of the value of
the Portfolio's total assets will be invested in equity securities of companies
described above. Equity securities for this purpose include common stocks,
securities convertible into common stocks, securities having common stock
characteristics, such as rights and warrants to purchase common stocks,
preferred stock, and certain other non-traditional equity securities.
The Portfolio expects to invest in companies in the capitalization range
described above, and that have been in existence for at least three years
(including the operation of any predecessor company) but which have the
potential, in the investment adviser's judgment, for providing long-term total
return. The Portfolio may also invest in futures contracts and options on
futures contracts subject to certain limitations.
The Portfolio may hold cash or invest in short-term debt securities and other
money market instruments when, in our opinion, such holdings are prudent given
then prevailing market conditions. Except when we believe a temporary defensive
approach is appropriate, the Portfolio normally will limit its holdings in cash
or short-term debt instruments to 5% of its assets.
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 primarily by changes in stock prices. Because the Portfolio
seeks long-term total return by investing primarily in mid-cap companies, its
investments are likely to involve a higher degree of liquidity risk and price
volatility than investments in larger capitalization securities.
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.
-17-
<PAGE>
The Mid-Cap Value Equity Portfolio performed?
This bar chart and table can help you evaluate the potential risks of investing
in The Mid-Cap Value Equity Portfolio. We show returns for The Mid-Cap Value
Equity Portfolio for the past calendar year, as well as average annual returns
for one year and since inception - with average annual returns compared to the
performance of the Russell 2500 Value Index. The Russell 2500 Value Index
measures the performance of Russell 2500 with lower price-to-book ratios and
lower forecasted growth values. The index is unmanaged and doesn't include the
actual costs of buying, selling, and holding securities. The Portfolio's past
performance does not necessarily indicate how it will perform in the future.
During the periods shown, Delaware Management Company has voluntarily waived and
paid expenses of The Mid-Cap Value Equity Portfolio. Returns would be lower
without the voluntary waiver and payment.
[GRAPHIC OMITTED: BAR CHART SHOWING TOTAL RETURN (INSTITUTIONAL CLASS)]
Total return (The Mid-Cap Value Equity Portfolio)
The Mid-Cap Value Equity Portfolio
1998 -3.90%
As of December 31, 1998, The Mid-Cap Value Equity Portfolio had a year-to-date
return of -3.90%. During the period illustrated in this bar chart, The Mid-Cap
Value Equity Portfolio's highest return was 10.06% for the quarter ended March
31, 1998 and its lowest return was -15.25% for the quarter ended September 30,
1998.
Average annual returns for periods ending 12/31/98
The Mid-Cap Value Equity Russell 2500 Value
Portfolio Index
1 year -3.90% -1.92%
Since inception (12/29/97) -3.27% -1.92%
-18-
<PAGE>
What are The Mid-Cap Value Equity Portfolio's fees and expenses? Shareholder
fees are fees paid directly from your investment.
-----------------------------------------------------------------
Maximum sales charge (load) imposed on purchases as None
a percentage of offering price
-----------------------------------------------------------------
Maximum sales charge (load) imposed on reinvested None
dividends
-----------------------------------------------------------------
Purchase reimbursement fees None
-----------------------------------------------------------------
Redemption reimbursement fees None
-----------------------------------------------------------------
Exchange Fees None
-----------------------------------------------------------------
Annual Portfolio operating expenses are deducted from The Mid-Cap Value Equity
Portfolio's income or assets before it pays dividends and before its total
return is calculated. We will not charge you separately for these expenses.
------------------------------------------------------------------
Investment advisory fees(1) 0.75%
------------------------------------------------------------------
Distribution and service (12b-1) fees None
------------------------------------------------------------------
Other expenses(1) 0.62%
------------------------------------------------------------------
Total operating expenses(1) 1.37%
-----------------------------------------------------------------
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.
(2) This is an example only, and does not represent future expenses, which may
be greater or less than those shown here.
----------------------------
1 year $139
----------------------------
3 years $434
----------------------------
5 years $750
----------------------------
10 years $1,646
----------------------------
(1) Delaware Management Company has agreed to waive fees and pay expenses
through April 30, 1999 in order to prevent total operating expenses
(excluding any taxes, interest, brokerage fees and extraordinary expenses)
from exceeding 0.89% of average daily net assets.
(2) 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.
-19-
<PAGE>
Profile: The Small-Cap Value Equity Portfolio
What are the Portfolio's Goals?
The Small-Cap Value Equity Portfolio seeks long-term capital appreciation.
Although the Portfolio will strive to achieve its goal, there is no
assurance that it will.
What are the Portfolio's main investment strategies? The Portfolio seeks to
achieve its objective by investing primarily in equity securities of small
capitalization companies, which, at the time of purchase, generally have market
capitalizations of between $500 million and $1.5 billion and are listed on a
national securities exchange or NASDAQ.
The Portfolio will purchase securities that the investment adviser believes to
be undervalued relative to the asset value of long-term earning power of the
companies concerned. The Portfolio invests primarily in equity securities of
U.S. companies, although from time to time the Portfolio will include sponsored
or unsponsored American Depositary Receipts actively traded in the United
States. Under normal market conditions, the Portfolio intends to invest at least
65% of its net assets in equity securities issued by small-cap companies. Equity
securities for this purpose, include, among others, common stock, securities
convertible into common stock, warrants and preferred stock.
The Portfolio may invest up to 25% of its net assets in equity securities of
foreign issuers. The Portfolio also may invest up to 25% of its net assets in
fixed-income securities and convertible securities rated B or below by Moody's
or S&P when we believe that capital appreciation is likely; high yield, high
risk securities are also known as "Junk Bonds." The Portfolio also may use
option strategies.
For temporary defensive purposes, the Portfolio may invest in fixed-income
obligations issued or guaranteed by the U.S. government, its agencies or
instrumentalities, as well as money market instruments and corporate bonds rated
A or above by Moody's or S&P.
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. The Portfolio
will be affected primarily by changes in stock prices. Because the Portfolio
seeks long-term capital appreciation by investing primarily in small-cap
companies, its investments are likely to involve a higher degree of liquidity
and price volatility than investments in larger capitalization securities.
Because the Portfolio may invest up to 25% of its net assets in securities of
foreign issuers, the Portfolio may be adversely affected by changes in currency
rates and exchange control regulations, and may incur costs in connection with
currency exchange rates. Investing in high yield, high risk debt securities
entails certain risks, including the risk of loss of principal, which may be
greater than the risks involved in higher rated debt securities.
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.
-20-
<PAGE>
What are The Small-Cap Value Equity Portfolio's fees and expenses? Shareholder
fees are fees paid directly from your investment.
-----------------------------------------------------------------
Maximum sales charge (load) imposed on purchases as None
a percentage of offering price
-----------------------------------------------------------------
Maximum sales charge (load) imposed on reinvested None
dividends
-----------------------------------------------------------------
Purchase reimbursement fees None
-----------------------------------------------------------------
Redemption reimbursement fees None
-----------------------------------------------------------------
Exchange Fees None
-----------------------------------------------------------------
Annual Portfolio operating expenses are deducted from The Small-Cap Value Equity
Portfolio's income or assets before it pays dividends and before its total
return is calculated. We will not charge you separately for these expenses.
------------------------------------------------------------------
Investment Advisory fees(1) 0.75%
------------------------------------------------------------------
Distribution and service (12b-1) fees None
------------------------------------------------------------------
Other expenses(1/2) 0.28%
------------------------------------------------------------------
Total operating expenses(1) 1.03%
------------------------------------------------------------------
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 $105
----------------------------
3 years $328
----------------------------
(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 0.89% of average daily net assets.
(2) Other expenses are based on estimated amounts 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.
-21-
<PAGE>
Profile: The Small-Cap Growth Equity Portfolio
What are the Portfolio's Goals?
The Small-Cap Growth Equity Portfolio seeks long-term capital appreciation.
Although the Portfolio will strive to achieve its goal, there is no
assurance that it will.
What are the Portfolio's main investment strategies? The Portfolio will invest
primarily in equity securities of companies which the investment adviser
believes have the potential for high earnings growth, and which generally
represent the smallest 25% in terms of market capitalization of U.S. equity
securities listed on a national securities exchange or NASDAQ. The Portfolio has
been designed to provide investors with potentially greater long-term rewards
than provided by an investment in a fund that seeks capital appreciation from
common stocks of companies with more established earnings histories. In pursuing
its objective, the Portfolio anticipates that it will invest substantially all,
and under normal conditions not less than 65%, of its assets in common stocks,
preferred stocks, convertible bonds, convertible debentures, convertible notes,
convertible preferred stocks and warrants or rights. To the extent that the
Portfolio invests in convertible debt securities, those securities will be
purchased on the basis of their equity characteristics, and ratings, if any, of
those securities will not be an important factor in their selection. In
addition, under normal market conditions, no more than 35% of the Portfolio's
total assets may be invested in debt securities of corporate and governmental
issues.
The Portfolio will invest in equity securities of companies we believe to be
undervalued and to have the potential for high earnings growth. Companies in
which the Portfolio invests generally will meet one or more of the following
criteria: high historical earnings-per-share (EPS) growth; high projected future
EPS growth; an increase in research analyst earnings estimates; attractive
relative price to earning ratios; and high relative discounted cash flows. In
selecting the Portfolio's investments, we also focus on companies with capable
management teams, strong industry positions, sound capital structures, high
returns on equity, high reinvestment rates and conservative financial accounting
policies.
At no time will the investments of the Portfolio in bank obligations, including
time deposits, exceed 25% of the value of the Portfolio's assets. The Portfolio
may also engage in options and futures transactions. In addition, the Portfolio
may invest up to 10% of its assets in foreign securities which may include
Global Depositary Receipts and, without limitation, in sponsored and unsponsored
American Depositary Receipts that are actively traded in the U.S.
In unusual market conditions, in order to meet redemption requests, for
temporary defensive purposes and pending investment, the Portfolio may hold a
substantial portion of its assets in cash or short-term fixed-income
obligations.
In such situations the Portfolio may not be able to achieve its investment goal.
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. The Portfolio
primarily will be affected by changes in stock prices. Because the Portfolio
seeks long-term capital appreciation by investing primarily in small-cap
companies, its investments are likely to involve a higher degree of liquidity
and price volatility than investments in larger capitalization securities.
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.
What are The Small-Cap Growth Equity Portfolio's fees and expenses? Shareholder
fees are fees paid directly from your investment.
-22-
<PAGE>
-----------------------------------------------------------------
Maximum sales charge (load) imposed on purchases as None
a percentage of offering price
-----------------------------------------------------------------
Maximum sales charge (load) imposed on reinvested None
dividends
-----------------------------------------------------------------
Purchase reimbursement fees None
-----------------------------------------------------------------
Redemption reimbursement fees None
-----------------------------------------------------------------
Exchange Fees None
-----------------------------------------------------------------
Annual Portfolio operating expenses are deducted from The Small-Cap Growth
Equity Portfolio's income or assets before it pays dividends and before its
total return is calculated. We will not charge you separately for these
expenses.
------------------------------------------------------------------
Investment Advisory fees(1) 0.75%
------------------------------------------------------------------
Distribution and service (12b-1) fees None
------------------------------------------------------------------
Other expenses(1/2) 1.03%
------------------------------------------------------------------
Total operating expenses(1) 1.78%
------------------------------------------------------------------
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 $181
----------------------------
3 years $560
----------------------------
(1) Delaware Management Company has agreed to waive fees and pay expenses
through April 30, 1999 in order to prevent total operating expenses
(excluding any taxes, interest, brokerage fees and extraordinary expenses)
from exceeding 0.89% of average daily net assets.
(2) Other expenses are based on estimated amounts 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.
-23-
<PAGE>
Profile: The Real Estate Investment Trust Portfolio and The Real Estate
Investment Trust Portfolio II
What are the each Portfolio's Goals?
Each Portfolio seek maximum long-term total return, with capital
appreciation as a secondary objective. Although each Portfolio will strive
to achieve their goal, there is no assurance that they will.
What are each Portfolio's main investment strategies? Each Portfolio invests in
securities of companies principally engaged in the real estate industry. Under
normal circumstances, at least 65% of each Portfolio's total assets will be
invested in equity securities of real estate investment trusts (REITs). The
Portfolios are considered non-diversified" under the federal laws and
regulations that regulate mutual funds. Thus, adverse effects on the Portfolios'
investments may affect a larger portion of its overall assets and subject the
Portfolios to greater risks.
Each Portfolio may invest without limitation in shares of REITs. REITs are
pooled investment vehicles which invest primarily in income-producing real
estate or real estate related loans or interests. REITs are generally classified
as equity REITs, mortgage REITs or a combination of equity and mortgage REITs.
Equity REITs invest the majority of their assets directly in real property and
derive income primarily from the collection of rents. Equity REITs can also
realize capital gains by selling properties that have appreciated in value.
Mortgage REITs invest the majority of their assets in real estate mortgages and
derive income from the collection of interest payments. Like investment
companies such as the Portfolios, REITs are not taxed on income distributed to
shareholders provided they comply with several requirements in the Internal
Revenue Code of 1986, as amended. REITs are subject to substantial cash flow
dependency, defaults by borrowers, self-liquidation, and the risk of failing to
qualify for tax-free pass-through of income under the Code, and/or to maintain
exemptions from the Investment Company Act of 1940. By investing in REITs
indirectly through a Portfolio, a shareholder bears not only a proportionate
share of the expenses of the Portfolio, but also, indirectly, similar expenses
of the REITs. For a further discussion of the special risks presented by
investing in REITs, see "Risk Factors - Real Estate Industry Risk" and
"Additional Investment information - Real Estate Investment Trusts (REITs)."
Each Portfolio also invests in equity securities of other real estate industry
operating companies (REOCs). We define a REOC as a company that derives at least
50% of its gross revenues or net profits from either (1) the ownership,
development, construction, financing, management or sale of commercial,
industrial or residential real estate, or (2) products or services related to
the real estate industry, such as building supplies or mortgage servicing. A
Portfolio's investments in equity securities of REITs and REOCs may include,
from time to time, sponsored or unsponsored American Depositary Receipts
actively traded in the United States. Equity securities for this purpose include
common stocks, preferred stocks, securities convertible into common stocks and
securities having common stock characteristics, such as rights and warrants to
purchase common stocks.
Each Portfolio may also, to a limited extent, enter into futures contracts on
stocks, purchase or sell options on such futures, engage in certain options
transactions on stocks and enter into closing transactions with respect to those
activities. However, these activities will not be entered into for speculative
purposes, but rather to facilitate the ability quickly to deploy into the stock
market the Portfolio's positions in cash, short-term debt securities and other
money market instruments, at times when the Portfolio's assets are not fully
invested in equity securities. Such positions will generally be eliminated when
it becomes possible to invest in securities that are appropriate for the
Portfolio.
-24-
<PAGE>
What are each Portfolio's main investment strategies? (continued)
Each Portfolio may hold cash or invest in short-term debt securities and other
money market instruments when the investment adviser believes such holdings are
prudent given current market conditions. Except when we believe a temporary
defensive approach is appropriate, a Portfolio will not hold more than 5% of its
total assets in cash or such short-term investments. All these short-term
investments will be of the highest quality as determined by a
nationally-recognized statistical rating organization (e.g. AAA by Standard &
Poor's Ratings Group or Aaa by Moody's Investors Service) or be of comparable
quality as we determine.
The investment adviser does not normally intend to respond to short-term market
fluctuations or to acquire securities for the purpose of short-term trading;
however, we may take advantage of short-term opportunities that are consistent
with a Portfolio's investment objectives.
What are the main risks of investing in each 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 a Portfolio's investments. In addition, a
Portfolio's share prices and yields will fluctuate in response to movements in
stock prices. Because the Portfolios concentrate their investments in the real
estate industry, an investment in either Portfolio may be subject to special
risks associated with direct ownership of real estate and with the real estate
industry in general and their investments may tend to fluctuate more in value
than a portfolio that invests in a broader range of industries. To the extent
that a portfolio holds real estate directly, as a result of defaults, or
receives rental income from its real estate holdings, its tax status as a
regulated investment company may be jeopardized. By investing in REITs
indirectly through either Portfolio, a shareholder bears not only a
proportionate share of the expenses of the Portfolio, but also, indirectly,
similar expenses of the REITs.
An investment in a 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 a Portfolio is not a complete
investment program; it should be considered just one part of your total
financial plan. Be sure to discuss these Portfolios with your investment
consultant to determine whether it is an appropriate investment for you.
-25-
<PAGE>
How has The Real Estate Investment Trust Portfolio performed?
This bar chart and table can help you evaluate the potential risks of investing
in The Real Estate Investment Trust Portfolio. We show how returns for The Real
Estate Investment Trust Portfolio have varied over the past three calendar
years, as well as average annual returns for one year and since inception --
with average annual total return compared to the performance of the NAREIT
Equity REIT Index. The NAREIT Equity REIT Index is a benchmark of real estate
investment trusts that invest in many types of U.S. property. The index is
unmanaged and doesn't include the actual costs of buying, selling, and holding
securities. The Real Estate Investment Trust Portfolio class commenced
operations on November 4, 1997. Pursuant to applicable regulation, total return
shown for periods prior to commencement of operations is that of the original
(and then only) class of shares offered by the Real Estate Investment Trust
Portfolio, which commenced operations on December 6, 1995. That original class
has been redesignated REIT Fund A Class. Like The Real Estate Investment Trust
Portfolio class, the original class, prior to its redesignation, did not carry a
front-end sales charge and was not subject to rule 12b-1 distribution expenses.
The Portfolio's past performance does not necessarily indicate how it will
perform in the future. During the periods shown, Delaware Management Company has
voluntarily waived and paid expenses of The Real Estate Investment Trust
Portfolio. Returns would be lower without the voluntary waiver and payment.
[GRAPHIC OMITTED: BAR CHART SHOWING YEAR BY YEAR TOTAL RETURN (The Real
Estate Investment Trust Portfolio)]
Year-by-year total return (The Real Estate Investment Trust Portfolio)
The Real Estate Investment Trust Portfolio
1996 41.81%
1997 31.34%
1998 -12.09%
As of December 31, 1998, The Real Estate Investment Trust Portfolio had a
year-to-date return of -12.09%. During the periods illustrated in this bar
chart, The Real Estate Investment Trust Portfolio's highest return was 21.32%
for the quarter ended December 31, 1996 and its lowest return was -8.93% for the
quarter ended September 30, 1998.
Average annual returns for periods ending 12/31/98
The Real Estate
Investment Trust Portfolio NAREIT Equity REIT
Index
1 year -12.09% -17.51%
Since inception (12/6/95) 18.93% 10.31%
-26-
<PAGE>
What are The Real Estate Investment Trust Portfolio's fees and expenses?
Shareholder fees are fees paid directly from your investment.
- -------------------------------------------------------------
Maximum sales charge (load) imposed on purchases as None
a percentage of offering price
- -------------------------------------------------------------
Maximum sales charge (load) imposed on reinvested None
dividends
- -------------------------------------------------------------
Purchase reimbursement fees None
- -------------------------------------------------------------
Redemption reimbursement fees None
- -------------------------------------------------------------
Exchange Fees None
- -------------------------------------------------------------
Annual Portfolio operating expenses are deducted from The Real Estate Investment
Trust Portfolio's income or assets before it pays dividends and before its total
return is calculated. We will not charge you separately for these expenses.
- -------------------------------------------------------------
Investment advisory fees(1) 0.75%
- -------------------------------------------------------------
Distribution and service (12b-1) fees None
- -------------------------------------------------------------
Other expenses(1) 0.27%
- -------------------------------------------------------------
Total operating expenses(1) 1.02%
- -------------------------------------------------------------
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.(2) This is an example only, and does not represent future expenses, which
may be greater or less than those shown here.
- -------------------------
1 year $104
- -------------------------
3 years $325
- -------------------------
5 years $563
- -------------------------
10 years $1,248
- -------------------------
(1) Delaware Management Company has agreed to waive fees and pay expenses from
November 11, 1998 through April 30, 1999 in order to prevent total operating
expenses (excluding any taxes, interest, brokerage fees and extraordinary
expenses) from exceeding 0.95% of average daily net assets.
(2) 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.
-27-
<PAGE>
How has The Real Estate Investment Trust Portfolio II performed?
This bar chart and table can help you evaluate the potential risks of investing
in The Real Estate Investment Trust Portfolio II. We show average annual return
for The Real Estate Investment Trust Portfolio II for the past calendar year, as
well as average annual returns for one year and since inception - with average
annual returns compared to the performance of the NAREIT Equity REIT Index. The
NAREIT Equity REIT Index is a benchmark of real estate investment trusts that
invest in many types of U.S. property. The index is unmanaged and doesn't
include the actual costs of buying, selling, and holding securities. The
Portfolio's past performance does not necessarily indicate how it will perform
in the future. During the periods shown, Delaware Management Company has
voluntarily waived and paid expenses of The Real Estate Investment Trust
Portfolio II. Returns would be lower without the voluntary waiver and payment.
[GRAPHIC OMITTED: BAR CHART SHOWING TOTAL RETURN (The Real Estate Investment
Trust Portfolio II)]
Total return (The Real Estate Investment Trust Portfolio II)
The Real Estate Investment Trust Portfolio II
1998 -12.97%
As of December 31, 1998, The Real Estate Investment Trust Portfolio II had a
year-to-date return of -12.97%. During the period illustrated in this bar chart,
The Real Estate Investment Trust Portfolio II's highest return was 3.95% for the
quarter ended December 31, 1998 and its lowest return was -9.37% for the quarter
ended September 30, 1998.
Average annual returns for periods ending 12/31/98
The Real Estate Investment NAREIT
Trust Portfolio II Equity REIT
Index
1 year -12.97% -17.51%
Since inception (11/4/97) -8.29% -14.46%
-28-
<PAGE>
What are The Real Estate Investment Trust Portfolio II's fees and expenses?
Shareholder fees are fees paid directly from your investment.
- --------------------------------------------------------------
Maximum sales charge (load) imposed on purchases as None
a percentage of offering price
- --------------------------------------------------------------
Maximum sales charge (load) imposed on reinvested None
dividends
- --------------------------------------------------------------
Purchase reimbursement fees None
- --------------------------------------------------------------
Redemption reimbursement fees None
- --------------------------------------------------------------
Exchange Fees None
- --------------------------------------------------------------
Annual Portfolio operating expenses are deducted from The Real Estate Investment
Trust Portfolio II's income or assets before it pays dividends and before its
total return is calculated. We will not charge you separately for these
expenses.
- --------------------------------------------------------------
Investment advisory fees(1) 0.75%
- --------------------------------------------------------------
Distribution and service (12b-1) fees None
- --------------------------------------------------------------
Other expenses(1) 0.68%
- --------------------------------------------------------------
Total operating expenses(1) 1.43%
- --------------------------------------------------------------
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.(2) This is an example only, and does not represent future expenses, which
may be greater or less than those shown here.
- -------------------------
1 year $146
- -------------------------
3 years $452
- -------------------------
5 years $782
- -------------------------
10 years $1,713
- -------------------------
(1) Delaware Management Company has agreed to waive fees and pay expenses
through April 30, 1999 in order to prevent total operating expenses
(excluding any taxes, interest, brokerage fees and extraordinary expenses)
from exceeding 0.86% of average daily net assets.
(2) 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.
-29-
<PAGE>
Profile: The Global Equity Portfolio
What are the Portfolio's Goals?
The Global Equity Portfolio seeks long-term growth without undue risk to
principal. Although the Portfolio will strive to achieve its goal, there is
no assurance that it will.
What are the Portfolio's main investment strategies? The Portfolio seeks to
achieve its objective by investing, under normal circumstances, at least 65% of
its total assets in equity securities of issuers organized or having a majority
of their assets in or deriving a majority of their operating income in at least
three different countries, one of which may be the United States. Such
securities will normally, in the investment adviser's opinion, be undervalued at
the time of purchase based on a fundamental analysis performed by the investment
adviser. Investments will be mainly in marketable securities of companies
located in developed markets.
The Portfolio will attempt to achieve its objective by investing in securities
traded in equity markets and currencies that investment adviser believes offer
the best relative value within the global investment universe. Equity securities
in which the Portfolio may invest include, but are not limited to, common stocks
and securities convertible into common stock and securities having common stock
characteristics, such as rights and warrants to purchase common stocks.
Additionally, the Portfolio may, from time to time, hold its assets in cash
(which may be U.S. dollars or foreign currency, including Euro and ECU, or may
invest in short-term debt securities or other money market instruments, as
described below.)
Our approach in selecting investments for the Portfolio is oriented to
individual stock selection and is value driven. In selecting stocks for the
Portfolio, we consider movement in the price of individual securities, and the
impact of currency adjustment on a United States domiciled, dollar-based
investor. We also conduct research on a global basis in an effort to identify
securities that have the potential for long-term total return. The center of the
research effort is a value oriented dividend discount methodology toward
individual securities and market analysis which isolates value across country
boundaries. This approach focuses on future anticipated dividends and discounts
the value of those dividends back to what they would be worth if they were being
paid today. Comparisons of the values of different possible investments are then
made. Our approach is long-term in orientation, and it is expected that the
annual turnover rate of the Portfolio will not exceed 75% under normal
circumstances.
In a global portfolio, currency return can also be an integral component of an
investment's total return. We will use a purchasing power parity approach to
assess the value of individual currencies. Purchasing power parity attempts to
identify the amounts of goods and services that a dollar will buy in the United
States and compare that to the amount of a foreign currency required to buy the
same amount of goods and services in another country. Eventually, currencies
should trade at levels that would make it possible for the dollar to buy the
same amount of goods and services overseas as in the United States. When the
dollar buys less, the foreign currency may be considered to be overvalued. When
the dollar buys more, the currency may be considered to be undervalued.
Securities available in an undervalued currency may offer greater return
potential and may be an attractive investment.
-30-
<PAGE>
What are the Portfolio's main investment strategies? (continued)
The Portfolio may also invest of up to 35% of its assets in fixed-income
securities when, in our opinion, attractive opportunities exist relative to
those available through investments in equity or short-term investments. The
fixed-income securities in which the Portfolio may invest include U.S. dollar or
foreign currency-denominated government, government agency or corporate bonds
and bonds of supranational organizations. A supranational entity is an entity
established or financially supported by the national governments of one or more
countries to promote development or reconstruction. They include: The World
Bank, European Investment Bank, Asian Development Bank, European Economic
Community and the Inter-American Development Bank. In addition, for temporary
defensive purposes, the Portfolio may invest all or a substantial portion of its
assets in high quality debt instruments issued by foreign governments, their
agencies, instrumentalities or political subdivisions, the U.S. government, its
agencies or instrumentalities, which are backed by the full faith and credit of
the U.S. government, or issued by foreign or U.S. companies and certain
short-term instruments. In taking such temporary defensive positions, the
Portfolio may not be able to achieve its investment objective. The Portfolio may
also invest in the securities listed above pending investment of proceeds from
new sales of Portfolio shares and to maintain sufficient cash to meet redemption
requests.
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
primarily will be affected by changes in stock and bond prices and currency
exchange rates. Investments in securities of non-U.S. issuers which are
generally denominated in foreign currencies involve certain risk and opportunity
considerations not typically associated with investing in U.S. companies. The
Portfolio may be affected by changes in currency rates and exchange control
regulations and may incur costs in connection with conversions between
currencies. To the extent that the investment adviser invests in forward foreign
currency contracts or uses other instruments to endeavor to hedge against
currency risks the Portfolio will be subject to the special risks associated
with that activity. In addition, to the extent that the Portfolio invests in
securities of companies in emerging markets, those investments present a greater
degree of risk than tends to be the case for foreign investments in Western
Europe and other developed markets.
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 instruments
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.
-31-
<PAGE>
How has The Global Equity Portfolio performed?
This bar chart and table can help you evaluate the potential risks of investing
in The Global Equity Portfolio. We show returns for The Global Equity Portfolio
for the past calendar year, as well as average annual returns for one year and
since inception -- with average annual returns compared to the performance of
the Morgan Stanley Capital International World Stock Index. The Morgan Stanley
Capital International World Stock Index is an international index that includes
stocks traded in Europe, Australia, the Far East, plus the U.S., and Canada, and
South Africa, weighted by capitalization. The index is unmanaged and doesn't
include the actual costs of buying, selling, and holding securities. The
Portfolio's past performance does not necessarily indicate how it will perform
in the future. During the periods shown, Delaware International Advisers Ltd.
has voluntarily waived and paid expenses of The Global Equity Portfolio.
Returns would be lower without the voluntary waiver and payment.
[GRAPHIC OMITTED: BAR CHART SHOWING TOTAL RETURN (The Global Equity Portfolio)]
Total return (The Global Equity Portfolio)
The Global Equity Portfolio
1998 11.15%
As of December 31, 1998, The Global Equity Portfolio had a year-to-date return
of 11.15%. During the period illustrated in this bar chart, The Global Equity
Portfolio's highest return was 12.51% for the quarter ended December 31, 1998
and its lowest return was -10.57% for the quarter ended September 30, 1998.
Average annual returns for periods ending 12/31/98
The Global Equity Morgan Stanley Capital
Portfolio International World Stock
Index
1 year 11.15% 24.34%
Since inception (10/15/97) 7.83% 23.60%
-32-
<PAGE>
What are The Global Equity Portfolio's fees and expenses? Shareholder fees are
fees paid directly from your investment.
- --------------------------------------------------------------
Maximum sales charge (load) imposed on purchases as None
a percentage of offering price
- --------------------------------------------------------------
Maximum sales charge (load) imposed on reinvested None
dividends
- --------------------------------------------------------------
Purchase reimbursement fees(1) 0.40%
- --------------------------------------------------------------
Redemption reimbursement fees(1) 0.30%
- --------------------------------------------------------------
Exchange Fees None
- --------------------------------------------------------------
Annual Portfolio operating expenses are deducted from The Global Equity
Portfolio's income or assets before it pays dividends and before its total
return is calculated. We will not charge you separately for these expenses.
- --------------------------------------------------------------
Investment advisory fees(2) 0.75%
- --------------------------------------------------------------
Distribution and service (12b-1) fees None
- --------------------------------------------------------------
Other expenses(2) 1.56%
- --------------------------------------------------------------
Total operating expenses(2) 2.31%
- --------------------------------------------------------------
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.
- --------------------------------------------------------------
Assumes redemption Assumes no
redemption
- --------------------------------------------------------------
1 year $303 $273
- --------------------------------------------------------------
3 years $788 $758
- --------------------------------------------------------------
5 years $1,300 $1,270
- --------------------------------------------------------------
10 years $2,705 $2,675
- --------------------------------------------------------------
(1) The purchase reimbursement fee and redemption reimbursement fee are paid to
the Portfolio. These fees are designed to reflect an approximation of the
brokerage and related transaction costs associated with the investment of an
investor's purchase amount or the disposition of assets to meet redemptions,
and to limit the extent to which the Portfolio (and, indirectly, the
Portfolio's existing shareholders) would have to bear such costs. In lieu of
the purchase reimbursement fee, investors in The Global Equity Portfolio,
with the concurrence of the adviser, may elect to invest by a contribution
of securities or follow procedures that have the same economic effect as
such a contribution.
(2) Delaware International Advisers Ltd. has agreed to waive fees and pay
expenses through April 30, 1999 in order to prevent total operating expenses
(excluding any taxes, interest, brokerage fees and extraordinary expenses)
from exceeding 0.96% of average daily net assets.
(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.
-33-
<PAGE>
Profile: The International Equity Portfolio
What are the Portfolio's Goals?
The International Equity Portfolio seeks maximum long-term total return.
Although the Portfolio will strive to achieve its goal, there is no
assurance that it will.
What are the Portfolio's main investment strategies? The Portfolio seeks to
achieve its objective by investing, under normal market conditions, at least 65%
of its total assets in equity securities of issuers organized or having a
majority of their assets or deriving a majority of their operating income in at
least three different countries outside the United States, and which, in the
investment adviser's opinion, are undervalued at the time of purchase based on
fundamental analysis employed by the investment adviser. Investments will be
made mainly in marketable securities of companies located in developed
countries.
Equity securities in which the Portfolio may invest include, but are not limited
to, common stocks and securities convertible into common stock and securities
having common stock characteristics, such as rights and warrants to purchase
common stocks. Additionally, the Portfolio may from time to time, hold its
assets in cash (which may be U.S. dollars or foreign currency, including Euro
and ECU), or may invest in short-term debt securities or other money market
instruments. Except when we believe a temporary defensive approach is
appropriate, the Portfolio generally will not hold more than 5% of its assets in
cash or such short-term instruments. When taking a temporary defensive position
the Portfolio may not be able to attain its investment objective.
Our approach in selecting investments for the Portfolio is oriented to
individual stock selection and is value driven. In selecting stocks for the
Portfolio, we consider movement in the price of individual securities, and the
impact of currency adjustment on a United States domiciled, dollar-based
investor. We also conduct research on a global basis in an effort to identify
securities that have the potential for long-term total return. The center of the
research effort is a value oriented dividend discount methodology toward
individual securities and market analysis which isolates value across country
boundaries. This approach focuses on future anticipated dividends and discounts
the value of those dividends back to what they would be worth if they were being
paid today. Comparisons of the values of different possible investments are then
made. Our approach is long-term in orientation, and it is expected that the
annual turnover rate of the Portfolio will not exceed 75% under normal
circumstances.
In a global portfolio, currency return can also be an integral component of an
investment's total return. We will use a purchasing power parity approach to
assess the value of individual currencies. Purchasing power parity attempts to
identify the amounts of goods and services that a dollar will buy in the United
States and compare that to the amount of a foreign currency required to buy the
same amount of goods and services in another country. Eventually, currencies
should trade at levels that would make it possible for the dollar to buy the
same amount of goods and services overseas as in the United States. When the
dollar buys less, the foreign currency may be considered to be overvalued. When
the dollar buys more, the currency may be considered to be undervalued.
Securities available in an undervalued currency may offer greater return
potential and may be an attractive investment.
The Portfolio may make limited use (not more than 15% of its assets) of foreign
fixed-income securities when, in our opinion attractive opportunities exist
relative to those available through investments in equity securities or the
short-term investments described above. The foreign fixed-income securities in
which the Portfolio may invest may be U.S. dollar or foreign currency
denominated, including Euro and ECU, and must have a government or government
agency backed credit status which would include, but not be limited to,
supranational entities. A supranational entity is an entity established or
financially supported by the national governments of one or more countries to
promote development or reconstruction. They include: The World Bank, European
Investment Bank, Asian Development Bank, European Economic Community and the
Inter-American Development Bank. Such fixed-income securities will be, at the
time of purchase, of the highest quality (e.g., AAA by S&P or Aaa by Moody's) or
of comparable quality.
-34-
<PAGE>
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
primarily will be affected by changes in the stock and bond prices and currency
exchange rates. Investments in securities of non-U.S. issuers which are
generally denominated in foreign currencies involve certain risk and opportunity
considerations not typically associated with investing in U.S. companies.
Foreign securities may be adversely affected by political instability, foreign
economic conditions or inadequate regulatory and accounting standards. In
addition, there is the possibility of expropriation, nationalization or
confiscatory taxation, taxation of income earned in foreign nations or other
taxes imposed with respect to investments in foreign nations. The Portfolio also
may be affected by changes in currency rates which may reduce or eliminate any
gains produced by investments and exchange control regulations and may incur
costs in connection with conversions between currencies. To the extent that the
investment adviser invests in forward foreign currency contracts or uses other
instruments to endeavor to hedge against currency risks the Portfolio will be
subject to the special risks associated with that activity. In addition, to the
extent that the Portfolio invests in securities of companies in emerging
markets, those investments present a greater degree of risk than tends to be the
case for foreign investments in Western Europe and other developed markets.
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.
-35-
<PAGE>
How has The International Equity Portfolio performed?
This bar chart and table can help you evaluate the potential risks of investing
in The International Equity Portfolio. We show how returns for The International
Equity Portfolio have varied over the past six calendar years, as well as
average annual returns for one and five years and since inception-- with average
annual return compared to the performance of the Morgan Stanley Capital
International EAFE Stock Index. The Morgan Stanley Capital International EAFE
Stock Index is an international index including stocks traded on 16 exchanges in
Europe, Australia and the Far East, weighted by capitalization. The index is
unmanaged and doesn't include the actual costs of buying, selling, and holding
securities. The Portfolio's past performance does not necessarily indicate how
it will perform in the future. During the periods shown, Delaware International
Advisers Ltd. has voluntarily waived and paid expenses of The International
Equity Portfolio. Returns would be lower without the voluntary waiver and
payment.
[GRAPHIC OMITTED: BAR CHART SHOWING YEAR BY YEAR TOTAL RETURN (The
International Equity Portfolio)]
Year-by-year total return (The International Equity Portfolio)
The International Equity Portfolio
1993 29.72%
1994 3.59%
1995 13.02%
1996 20.35%
1997 5.13%
1998 10.01%
As of December 31, 1998, The International Equity Portfolio had a year-to-date
return of 10.01%. During the periods illustrated in this bar chart, The
International Equity Portfolio's highest return was 13.70% for the quarter ended
December 31, 1998 and its lowest return was -12.33% for the quarter ended
September 30, 1998.
Average annual returns for periods ending 12/31/98
Morgan Stanley Capital
The International Equity International EAFE
Portfolio Stock Index
1 year 10.01% 20.00%
5 years 10.26% 9.19%
Since inception (2/4/92) 11.38% 9.98%
-36-
<PAGE>
What are The International Equity Portfolio's fees and expenses? Shareholder
fees are fees paid directly from your investment.
- --------------------------------------------------------------
Maximum sales charge (load) imposed on purchases as None
a percentage of offering price
- --------------------------------------------------------------
Maximum sales charge (load) imposed on reinvested None
dividends
- --------------------------------------------------------------
Purchase reimbursement fees(1) None
- --------------------------------------------------------------
Redemption reimbursement fees(1) None
- --------------------------------------------------------------
Exchange Fees None
- --------------------------------------------------------------
Annual Portfolio operating expenses are deducted from The International Equity
Portfolio's income or assets before it pays dividends and before its total
return is calculated. We will not charge you separately for these expenses.
- --------------------------------------------------------------
Investment advisory fees(1) 0.75%
- --------------------------------------------------------------
Distribution and service (12b-1) fees None
- --------------------------------------------------------------
Other expenses(1) 0.16%
- --------------------------------------------------------------
Total operating expenses(1) 0.91%
- --------------------------------------------------------------
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.(2) This is an example only, and does not represent future expenses, which
may be greater or less than those shown here.
- -------------------------
1 year $93
- -------------------------
3 years $290
- -------------------------
5 years $504
- -------------------------
10 years $1,120
- -------------------------
(1) Delaware International Advisers Ltd. has agreed to waive fees and pay
expenses through April 30, 1999 in order to prevent total operating expenses
(excluding any taxes, interest, brokerage fees and extraordinary expenses)
from exceeding 0.96% of average daily net assets.
(2) 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.
-37-
<PAGE>
Profile: The Labor Select International Equity Portfolio
- --------------------------------------------------------
What are the Portfolio's Goals?
The Labor Select International Equity Portfolio seeks maximum long-term
total return. Although the Portfolio will strive to achieve its goal, there
is no assurance that it will.
What are the Portfolio's main investment strategies? The Portfolio, under normal
market conditions, will invest at least 65% of its total assets in equity
securities of issuers organized or having a majority of their assets or deriving
a majority of their operating income in at least three different countries
outside of the United States, and which, in the opinion of the investment
adviser, are undervalued at the time of purchase based on rigorous fundamental
analysis that we employ. In addition to following these quantitative guidelines,
we will select securities of issuers that present certain characteristics that
are compatible or operate in accordance with certain investment policies or
restrictions followed by organized labor.
In selecting portfolio securities, we emphasize strong performance in falling
markets relative to other mutual funds focusing on international equity
investments. Equity securities in which the Portfolio may invest include common
stocks and securities convertible into common stock and securities having common
stock characteristics, such as rights and warrants to purchase common stocks.
Additionally, the Portfolio may, from time to time, hold its assets in cash
(which may be U.S. dollars or foreign currency, including the Euro and ECU) or
may invest in short-term debt securities or other money market instruments.
Except when a temporary defensive approach is appropriate, the Portfolio
generally will not hold more than 5% of its assets in cash or such short-term
instruments. When taking a temporary defensive position the Portfolio may not be
able to attain its investment objective.
The Portfolio may hold up to 15% of its assets in foreign fixed-income
securities when, in our opinion, equity securities are overvalued and such
fixed-income securities present an opportunity for returns greater than those
available through investments in equity securities or the short-term investments
described above. The foreign fixed-income securities in which the Portfolio may
invest may be U.S. dollar or foreign currency denominated, including the Euro
and ECU, and must have a government or government agency backed credit status
which would include, but not be limited to, supranational entities. A
supranational entity is an entity established or financially supported by the
national governments of one or more countries to promote development or
reconstruction. They include: the World Bank, European Investment Bank, Asian
Development Bank, European Economic Community and the Inter-American Development
Bank. Such fixed-income securities will be, at the time of purchase, of the
highest quality (e.g., AAA by S&P or Aaa by Moody's) or determined to be of
comparable quality.
-38-
<PAGE>
What are the Portfolio's main investment strategies? (continued)
Our approach in selecting investments for the Portfolio is primarily
quantitatively oriented to individual stock selection and is value driven. In
selecting stocks for the Portfolio, we identify those stocks which will provide
the highest total return over a market cycle, taking into consideration the
movement in the price of the individual security, the impact of currency
adjustment on a United States domiciled, dollar-based investor and the
investment guidelines described below. We conduct extensive fundamental research
on a global basis, and it is through this research effort that securities, which
have the potential for maximum long-term total return, are identified. The
center of the fundamental research effort is a value oriented dividend discount
methodology toward individual securities and market analysis which isolates
value across country boundaries. Our approach focuses on future anticipated
dividends and discounts the value of those dividends back to what they would be
worth if they were being paid today. Comparisons of the values of different
possible investments are then made.
Supplementing our quantitative approach to stock selection, we also attempt to
follow certain qualitative investment guidelines which seek to identify issuers
that present certain characteristics that are compatible or operate in
accordance with certain investment policies or restrictions followed by
organized labor. These qualitative investment guidelines include country
screens, as well as additional issuer-specific criteria. The country screens
require that the securities are of issuers domiciled in those countries that are
included in the Morgan Stanley Capital International Europe, Australia and Far
East (EAFE) Index and Canada, as long as the country does not appear on any list
of prohibited or boycotted nations of the AFL-CIO or certain other labor
organizations. Nations that are currently in the EAFE Index include Japan, the
United Kingdom, Germany, France and The Netherlands. In addition, the Portfolio
will tend to favor investment in issuers located in those countries that we
perceive as enjoying favorable relations with the United States. Pursuant to the
Portfolio's issuer-specific criteria, the Portfolio will (1) invest only in
companies which are publicly traded; (2) focus on companies that show, in our
opinion, evidence of pursuing fair labor practices; (3) focus on companies that
have not been subject to penalties or tariffs imposed by applicable U.S.
government agencies for unfair trade practices within the previous two years;
and (4) not invest in initial public offerings. Evidence of pursuing fair labor
practices would include whether a company has demonstrated patterns of
non-compliance with applicable labor or health and safety laws. The qualitative
labor sensitivity factors that we will utilize in selecting securities will vary
over time, and will be solely in our discretion.
We do not normally intend to respond to short-term market fluctuations or to
acquire securities for the purpose of short-term trading; however, we may take
advantage of short-term opportunities that are consistent with the Portfolio's
investment objective. It is anticipated that the annual turnover rate of the
Portfolio, under normal circumstances, will generally not exceed 100%.
Currency considerations carry a special risk for a portfolio of international
securities, and the investment adviser employs a purchasing power parity
approach to evaluate currency risk. In this regard, the Portfolio may actively
carry on hedging activities, and may invest in forward foreign currency exchange
contracts to hedge currency risks associated with the purchase of individual
securities denominated in a particular currency.
-39-
<PAGE>
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. The
Portfolio's share prices and yields will fluctuate in response to movements in
stock prices and currency exchange rates. Investments in securities of non-U.S.
issuers which are generally denominated in foreign currencies involve certain
risk and opportunity consideration not typically associated with investing in
U.S. companies. Foreign securities may be adversely affected by political
instability, foreign economic conditions or inadequate regulatory and accounting
standards. In addition, there is the possibility of expropriation,
nationalization or confiscatory taxation, taxation of income earned in foreign
nations or other taxes imposed with respect to investments in foreign nations.
The Portfolio also may be affected by changes in currency rates which may reduce
or eliminate any gains produced by investment and exchange control regulations
and may incur costs in connection with conversions between currencies. To the
extent the investment advisor invests in forward foreign currency contracts or
uses other investments to endeavor to hedge against currency risks, the
Portfolio will be subject to the special risks associated with that activity. In
addition, to the extent the Portfolio invests in securities of companies in
emerging markets, those investments present a greater degree of risk than tends
to be the case for foreign investments in Western Europe and other developed
markets.
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.
-40-
<PAGE>
How has The Labor Select International Equity Portfolio performed?
This bar chart and table can help you evaluate the potential risks of investing
in The Labor Select International Equity Portfolio. We show how returns for The
Labor Select International Equity Portfolio have varied over the past three
calendar years, as well as average annual returns for one year and since
inception - with average annual returns compared to the performance of the
Morgan Stanley Capital International EAFE Stock Index. The Morgan Stanley
Capital International EAFE Stock Index is an international index including
stocks traded on 16 exchanges in Europe, Australia and the Far East, weighted by
capitalization. The index is unmanaged and doesn't include the actual costs of
buying, selling, and holding securities. The Portfolio's past performance does
not necessarily indicate how it will perform in the future. During the periods
shown, Delaware International Advisers Ltd. has voluntarily waived and paid
expenses of The Labor Select International Equity Portfolio. Returns would be
lower without the voluntary waiver and payment.
[GRAPHIC OMITTED: BAR CHART SHOWING YEAR BY YEAR TOTAL RETURN (The Labor
Select International Equity Portfolio)]
Year-by-year total return (The Labor Select International Equity Portfolio)
The Labor Select International Equity Portfolio
1996 22.08%
1997 10.83%
1998 11.90%
As of December 31, 1998, The Labor Select International Equity Portfolio had a
year-to-date return of 11.90%. During the periods illustrated in this bar chart,
The Labor Select International Equity Portfolio's highest return was 13.01% for
the quarter ended December 31, 1998 and its lowest return was -12.04% for the
quarter ended September 30, 1998.
Average annual returns for periods ending 12/31/98
The Labor Select Morgan Stanley Capital
International Equity International EAFE Stock
Portfolio Index
1 year 11.90% 20.00%
Since inception (12/19/95) 15.62% 9.00%
-41-
<PAGE>
What are The Labor Select International Equity Portfolio's fees and expenses?
Shareholder fees are fees paid directly from your investment.
------------------------------------------------------ ----------
Maximum sales charge (load) imposed on purchases as None
a percentage of offering price
------------------------------------------------------ ----------
Maximum sales charge (load) imposed on reinvested None
dividends
------------------------------------------------------ ----------
Purchase reimbursement fees None
------------------------------------------------------ ----------
Redemption reimbursement fees None
------------------------------------------------------ ----------
Exchange Fees None
------------------------------------------------------ ----------
Annual Portfolio operating expenses are deducted from The Labor Select
International Equity Portfolio's income or assets before it pays dividends and
before its total return is calculated. We will not charge you separately for
these expenses.
------------------------------------------------------ -----------
Investment advisory fees(1) 0.75%
------------------------------------------------------ -----------
Distribution and service (12b-1) fees None
------------------------------------------------------ -----------
Other expenses(1) 0.18%
------------------------------------------------------ -----------
Total operating expenses(1) 0.93%
------------------------------------------------------ -----------
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.(2) This is an example only, and does not represent future expenses, which
may be greater or less than those shown here.
--------------- ------------
1 year $ 95
--------------- ------------
3 years $ 296
--------------- ------------
5 years $ 515
--------------- ------------
10 years $1,143
--------------- ------------
(1) Delaware International Advisers Ltd. has agreed to waive fees and pay
expenses through April 30, 1999 in order to prevent total operating
expenses (excluding any taxes, interest, brokerage fees and extraordinary
expenses) from exceeding 0.96% of average daily net assets.
(2) 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.
-42-
<PAGE>
Profile: The Emerging Markets Portfolio
- ---------------------------------------
What are the Portfolio's Goals?
The Emerging Markets Portfolio seeks long-term capital appreciation.
Although the Portfolio will strive to achieve its goal, there is no
assurance that it will.
What are the Portfolio's main investment strategies? The Emerging Markets
Portfolio is an international fund. The Portfolio, under normal market
conditions, will invest at least 65% of its assets in equity securities of
issuers organized or having a majority of their assets or deriving a majority of
their operating income in at least three different emerging countries. The
Portfolio will attempt to achieve its objective by investing in a broad range of
equity securities, including common stocks, preferred stocks, convertible
securities, certain non-traditional equity securities and warrants issued by
companies located or operating in emerging countries.
The Portfolio considers an "emerging country" to be any country which is
generally recognized to be an emerging or developing country by the
international financial community, including the World Bank and the
International Finance Corporation, as well as countries that are classified by
the United Nations or otherwise regarded by their authorities as developing. In
addition, any country that is included in the IFC Free Index or MSCI EMF Index
will be considered to be an "emerging country." There are more than 130
countries that we generally consider to be emerging or developing countries by
the international financial community, approximately 40 of which currently have
stock markets. Almost every nation in the world is included within this group of
developing or emerging countries except the United States, Canada, Japan,
Australia, New Zealand and most nations located in Western and Northern Europe.
Currently, investing in many emerging countries is not feasible, or may, in our
opinion, involve unacceptable political risks. The Portfolio will focus its
investments in those emerging countries where we consider the economies to be
developing strongly and where the markets are becoming more sophisticated. We
believe that investment opportunities may result from an evolving long-term
international trend favoring more market-oriented economies, a trend that may
particularly benefit certain countries having developing markets. This trend may
be facilitated by local or international political, economic or financial
developments that could benefit the capital markets in such countries.
In considering possible emerging countries in which the Portfolio may invest, we
will place particular emphasis on certain factors, such as economic conditions
(including growth trends, inflation rates and trade balances), regulatory and
currency controls, accounting standards and political and social conditions. We
currently anticipate that the countries in which the Portfolio may invest will
include, but are not limited to, Argentina, Brazil, Chile, China, Columbia, The
Czech Republic, Egypt, Greece, Hong Kong, Hungary, India, Indonesia, Israel,
Jamaica, Jordan, Kenya, Korea, Malaysia, Mexico, Nigeria, Pakistan, Peru, the
Philippines, Poland, Portugal, Russia, South Africa, Sri Lanka, Taiwan,
Thailand, Turkey, Venezuela and Zimbabwe. As markets in other emerging countries
develop, we expect to expand and further diversify the countries in which the
Portfolio invests.
Although this is not an exclusive list, we consider an emerging country equity
security to be one that is issued by a company that exhibits one or more of the
following characteristics: (i) its principal securities trading market is an
emerging country, as defined above; (ii) while traded in any market, alone or on
a consolidated basis, the company derives 50% or more of its annual revenues
from either goods produced, sales made or services performed in emerging
countries; or (iii) it is organized under the laws of, and has a principal
office in, an emerging country. We will determine eligibility based on publicly
available information and inquiries made of the companies.
-43-
<PAGE>
What are the Portfolio's main investment strategies? (continued)
Up to 35% of the Portfolio's net assets may be invested in fixed-income
securities issued by emerging country companies, and foreign governments, their
agencies, instrumentalities or political subdivisions, all of which may be
high-yield, high risk fixed-income securities rated lower than BBB by S&P and
Baa by Moody's or, if unrated, are considered to be of equivalent quality. The
Portfolio may also invest in Brady Bonds and zero coupon bonds. The Portfolio
may invest in securities issued in any currency and may hold foreign currency.
Securities of issuers within a given country may be dominated in the currency of
another country or in multinational currency units, including Euro and ECU. For
temporary defensive purposes, the Portfolio may invest all or a substantial
portion of its assets in the high quality debt instruments. When taking a
temporary defensive position, the Portfolio may not be able to achieve its
investment objective.
Currency considerations carry a special risk for a portfolio of international
securities, and the investment adviser employs a purchasing power parity
approach to evaluate currency risk. In this regard, the Portfolio may actively
carry on hedging activities, and may invest in forward foreign currency exchange
contracts to hedge currency risks associated with the purchase of individual
securities denominated in a particular currency.
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
primarily will be affected by changes in stock and bond prices and currency
exchange rates. Investments in securities of non-U.S. issuers which are
generally denominated in foreign currencies involve certain risk and opportunity
considerations not typically associated with investing in U.S. companies. The
Portfolio may be affected by changes in currency rates and exchange control
regulations and may incur costs in connection with conversions between
currencies. To the extent the investment adviser invests in forward foreign
currency contracts or uses other investments to endeavor to hedge against
currency risks, the Portfolio will be subject to the special risks associated
with that activity. In addition, investments in securities of companies in
emerging markets present a greater degree of risk than tends to be the case for
foreign investments in Western Europe and other developed markets.
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.
-44-
<PAGE>
How has The Emerging Markets Portfolio performed?
This bar chart and table can help you evaluate the potential risks of investing
in The Emerging Markets Portfolio. We show returns for The Emerging Markets
Portfolio for the past calendar year, as well as average annual returns for one
year and since inception--with average annual returns compared to the
performance of the Morgan Stanley Capital International Emerging Markets Free
Equity Index. The Morgan Stanley Capital International Emerging Markets Free
Equity Index is a U.S. dollar dominated index comprised of stocks of countries
with below average per capita GDP as defined by the World Bank, foreign
ownership restrictions, a tax regulatory environment, and greater perceived
market risk than in the developed countries. Within this index, MSCI aims to
capture an aggregate of 60% of local market capitalization. The index is
unmanaged and doesn't include the actual costs of buying, selling, and holding
securities. The Portfolio's past performance does not necessarily indicate how
it will perform in the future. During the periods shown, Delaware International
Advisers Ltd. has voluntarily waived and paid expenses of The Emerging Markets
Portfolio. Returns would be lower without the voluntary waiver and payment.
[GRAPHIC OMITTED: BAR CHART SHOWING TOTAL RETURN (The Emerging Markets
Portfolio)]
Total return (The Emerging Markets Portfolio)
The Emerging Markets Portfolio
1998 -34.88%
As of December 31, 1998, The Emerging Markets Portfolio had a year-to-date
return of -34.88%. During the periods illustrated in this bar chart, The
Emerging Markets Portfolio's highest return was 7.03% for the quarter ended
March 31, 1998 and its lowest was -24.26% for the quarter ended June 30, 1998.
Average annual returns for periods ending 12/31/98
Morgan Stanley Capital
International Emerging
The Emerging Markets Markets Free Equity Index
Portfolio
1 year -34.88% -25.34%
Since inception (4/14/97) -26.85% -25.85%
-45-
<PAGE>
What are The Emerging Markets Portfolio's fees and expenses? Shareholder fees
are fees paid directly from your investment.
------------------------------------------------------ ----------
Maximum sales charge (load) imposed on purchases as None
a percentage of offering price
------------------------------------------------------ ----------
Maximum sales charge (load) imposed on reinvested None
dividends
------------------------------------------------------ ----------
Purchase reimbursement fees(1) 0.75%
------------------------------------------------------ ----------
Redemption reimbursement fees(1) 0.75%
------------------------------------------------------ ----------
Exchange Fees None
------------------------------------------------------ ----------
Annual Portfolio operating expenses are deducted from The Emerging Markets
Portfolio's income or assets before it pays dividends and before its total
return is calculated. We will not charge you separately for these expenses.
------------------------------------------------------ -----------
Investment advisory fees(2/3) 1.20%
------------------------------------------------------ -----------
Distribution and service (12b-1) fees None
------------------------------------------------------ -----------
Other expenses(2) 0.49%
------------------------------------------------------ -----------
Total operating expenses(2) 1.69%
------------------------------------------------------ -----------
-46-
<PAGE>
What are The Emerging Markets Portfolio's fees and expenses? (continued)
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.(4) This is an example only, and does not represent future expenses, which
may be greater or less than those shown here.
--------------- -------------------- ---------------------
Assumes redemption Assumes no
redemption
--------------- -------------------- ---------------------
1 year $ 321 $ 246
--------------- -------------------- ---------------------
3 years $ 679 $ 604
--------------- -------------------- ---------------------
5 years $1,061 $ 986
--------------- -------------------- ---------------------
10 years $2,133 $2,058
--------------- -------------------- ---------------------
(1) The purchase reimbursement fee and redemption reimbursement fee are paid to
the Portfolio. These fees are designed to reflect an approximation of the
brokerage and related transaction costs associated with the investment of
an investor's purchase amount or the disposition of assets to meet
redemptions, and to limit the extent to which the Portfolio (and,
indirectly, the Portfolio's existing shareholders) would have to bear such
costs.
(2) Delaware International Advisers Ltd. has agreed to waive fees and pay
expenses through April 30, 1999 in order to prevent total operating
expenses (excluding any taxes, interest, brokerage fees and extraordinary
expenses) from exceeding 1.55% of average daily net assets.
(3) Delaware International has elected voluntarily to limit its annual
Investment Advisory Fee to no more than 1.00% of the Portfolio's average
daily net assets during the period from October 1, 1997 through April 30,
1999. The effect of the current fee waiver of 1.55% with respect to total
operating expenses described in footnote 2 and the 1.00% fee limitation is
that the annual Investment Advisory Fee paid to Delaware International on
behalf of the Portfolio will be an amount equal to the lesser of 1.00% or
the amount necessary to limit Total operating expenses of the Portfolio
(exclusive of taxes, interest, brokerage commissions and extraordinary
expenses) to no more than 1.55% of average net assets, on an annualized
basis. Delaware International has also voluntarily agreed that the annual
Investment Advisory Fee payable to Delaware International on behalf of The
Emerging Markets Portfolio will not exceed 1.00% unless shareholders of the
Portfolio have been notified of the change to the 1.00% fee limitation at
least one year in advance of such increase.
(4) 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 caps
described in footnotes 2 and 3.
-47-
<PAGE>
Profile: International Small-Cap Portfolio
- ------------------------------------------------
What are the Portfolio's goals?
The International Small-Cap Portfolio seeks long-term capital
appreciation. Although, the Portfolio will strive to achieve its goal,
there is no assurance that it will.
What are the Portfolio's main investment strategies? The Portfolio seeks to
achieve its objective by investing primarily in smaller non-U.S. companies,
which may include companies located or operating in established or emerging
countries. Under normal circumstances, at least 65% of the Portfolio's total
assets will be invested in equity securities of companies organized or having a
majority of their assets in or deriving a majority of their operating income in
at least three different countries outside of the United States. The current
market capitalization of the companies in which the Portfolio intends to focus
its investments will generally be $2.5 billion or less (at the time of
purchase).
By focusing on smaller, non-U.S. companies, the Portfolio tries to identify
equity securities of emerging an other growth-oriented companies the manager
believes are responsive to changes within their markets, and have the
fundamental characteristics to support growth. We will look for changing and
dominant trends within the relevant markets and purchase securities of companies
that we believe will benefit from these trends. In addition, we will consider
the financial strength of the company or its industry. We may invest in smaller
capitalization companies that are temporarily out of favor or overlooked by
securities analysts and whose value, therefore, may not be fully recognized by
the market.
The equity securities in which the Portfolio will primarily invest include
common stocks and sponsored or unsponsored Depositary Receipts, preferred
stocks, rights or warrants to purchase common stocks and securities convertible
into common stocks. Depository Receipts are receipts typically issued by a bank
or trust company evidencing ownership of underlying securities issued by a
foreign company. The Portfolio may also invest in foreign companies.
In selecting investments for the Portfolio, the manager uses a dividend discount
analysis across country boundaries and a purchasing power parity approach to
identify currencies and markets that are overvalued or undervalued relative to
the U.S. dollar. The manager uses the dividend discount analysis to compare the
value of different investments by looking at future anticipated dividends and
discounting the value of those dividends back to what they would be worth if
they were being paid today. With a purchasing parity approach, the manager
determines the amount of goods and services that a dollar will buy in the United
States and compares that to the amount of a foreign currency required to buy the
same amount of goods and services in another country. When the dollar buys less,
the foreign currency may be considered to be overvalued. Conversely, when the
dollar buys more, the currency may be considered to be undervalued.
While the Portfolio may purchase securities in any foreign country, developed
and developing, or emerging market countries, it is currently anticipated that
the countries in which the Portfolio is more likely to invest will include
Australia, Belgium, Canada, France, Germany, Hong Kong, Japan, the Netherlands,
New Zealand, Singapore and Malaysia, Spain, Switzerland, and the United Kingdom.
Emerging markets countries are also permitted, such as, Argentina, Brazil,
Chile, Egypt, Greece, India, Indonesia, Korea, Peru, the Philippines, South
Africa, Taiwan, Thailand and Turkey but are not likely to be a major focus at
this time. These lists are representative, and we may invest in additional
countries from time to time.
The Portfolio may also invest in convertible preferred stocks that offer
enhanced yield features, such as Preferred Equity Redemption Cumulative Stock,
and certain other non-traditional equity securities.
-48-
<PAGE>
The Portfolio may invest up to 15% of its net assets in fixed-income securities,
some or all of which may be high yield, high risk fixed-income securities rated
lower than BBB by S&P and Baa by Moody's or, if unrated, are considered by the
manager to be of equivalent quality and which present special investment risks.
Convertible bonds are treated as equity securities and are not subject to the
15% limit.
For temporary defensive purposes, the Portfolio may invest all or a substantial
portion of its assets in high quality U.S. and foreign governmental and
corporate debt instruments. The Portfolio may also hold these securities pending
investment of proceeds from new sales of Portfolio shares and to maintain
sufficient cash to meet redemption requests.
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. The Portfolio
will be adversely affected by declines in stock and bond prices, which can be
caused by a drop in the stock or bond market, an adverse change in interest
rates or poor performance in specific geographic regions, industries or
companies. Investments in foreign securities, whether equity or fixed-income,
involve special risks, including those related to currency fluctuations, as well
as to political, economic and social situations different from and potentially
more volatile than those in the U.S. In addition, the accounting, tax and
financial reporting standards of foreign countries are different from and may be
less reliable or comprehensive than those relating to U.S. issuers. The
Portfolio may invest up to 15% of its net assets in high yield, high risk
foreign fixed-income securities, which are subject to substantial risks,
particularly during periods of economic downturns or rising interest rates.
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 instruments.
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.
-49-
<PAGE>
What are The International Small-Cap Portfolio's fees and expenses?
Shareholder fees are fees paid directly from your investment.
- ---------------------------------------------------- ---------------
Maximum sales charge (load) imposed on None
purchases as a percentage of offering price
- ---------------------------------------------------- ---------------
Maximum sales charge (load) imposed on None
reinvested dividends
- ---------------------------------------------------- ---------------
Purchase reimbursement fees(1) 0.00%
- ---------------------------------------------------- ---------------
Redemption reimbursement fees(1) 0.00%
- ---------------------------------------------------- ---------------
Exchange fees None
- ---------------------------------------------------- ---------------
Annual Portfolio operating expenses are deducted from The International
Small-Cap 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(2) 0.00%
- ---------------------------------------------------- ---------------
Distribution and service (12b-1) fees 0.00%
- ---------------------------------------------------- ---------------
Other expenses(2/3) 0.00%
- ---------------------------------------------------- ---------------
Total operating expenses(2) 0.00%
- ---------------------------------------------------- ---------------
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.(4) This is an example only, and does not represent future expenses, which
may be greater or less than those shown here.
Assuming Redemption
- ----------------- ----------------
1 year $ 000
- ----------------- ----------------
3 years $ 000
- ----------------- ----------------
Assuming No Redemption
- ----------------- ----------------
1 year $ 000
- ----------------- ----------------
3 years $ 000
- ----------------- ----------------
(1) The purchase reimbursement fee and redemption reimbursement fee are paid to
the Portfolio. These fees are designed to reflect an approximation of the
brokerage and related transaction costs associated with the investment of
an investor's purchase amount or the disposition of assets to meet
redemptions, and to limit the extent to which the Portfolio (and,
indirectly, the Portfolio's existing shareholders) would have to bear such
costs.
(2) Delaware International Advisers Ltd. has agreed to waive fees and pay
expenses through ______ ___, 1999 in order to prevent total operating
expenses (excluding any taxes, interest, brokerage fees and extraordinary
expenses) from exceeding 0.00% of average daily net assets.
(3) Other expenses are based on estimates for the current fiscal year.
(4) 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.
-50-
<PAGE>
Profile: The Intermediate Fixed Income Portfolio
- ------------------------------------------------
What are the Portfolio's Goals?
The Intermediate Fixed Income Portfolio seeks maximum long-term total
return, consistent with reasonable risk. Although the Portfolio will strive
to achieve its goal, there is no assurance that it will.
What are the Portfolio's main investment strategies? It seeks to achieve its
objective by investing in a diversified portfolio of investment grade
fixed-income obligations, including securities issued or guaranteed by the U.S.
government, its agencies or instrumentalities (U.S. government securities),
mortgage-backed securities, asset-backed securities, corporate bonds and other
fixed-income securities. The benchmark against which the Portfolio's performance
will be measured is the Lehman Brothers Government/Corporate Intermediate Bond
Index.
The Portfolio seeks maximum long-term total return by investing in debt
securities having an average effective maturity (that is, the market value
weighted average time to repayment of principal) between one to ten years.
Short- and intermediate-term debt securities (under ten years) form the core of
the Portfolio. Long-term bonds (over ten years) are purchased when they will
enhance return without significantly increasing risk. Average effective maturity
may exceed the above range when we believe opportunities for enhanced returns
exceed risk.
Typically, approximately 50% of the Portfolio's assets will be invested in U.S.
government securities, mortgage-backed securities and asset-backed securities.
All securities purchased by the Portfolio will have an investment grade rating
at the time of purchase. Investment grade fixed-income obligations will be those
rated BBB or better by S&P or Baa or better by Moody's or those deemed to be of
comparable quality by the investment adviser. Obligations rated BBB and Baa have
speculative characteristics. To the extent that the rating of a debt obligation
held by the Portfolio falls below BBB or Baa, the Portfolio, as soon as
practicable, will dispose of the security, unless such disposal would be
detrimental to the Portfolio in light of market conditions.
The Portfolio will normally experience an annual portfolio turnover rate
exceeding 100%, but that rate is not expected to exceed 250%. High portfolio
turnover (over 100%) involves correspondingly greater transaction costs and may
affect taxes payable by the Portfolio's shareholders that are subject to federal
income taxes. The turnover rate may also be affected by cash requirements from
redemptions and repurchases of the Portfolio's shares. The degree of Portfolio
activity may affect transaction costs of the Portfolio and taxes payable by
institutional shareholders that are subject to federal income taxes.
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 changes in interest rates because the value of fixed-income
securities held by the Portfolio, particularly those with longer maturities,
will decrease if interest rates rise. The Portfolio also will be affected by
prepayment risk due to its holdings of mortgage-backed securities. With
prepayment risks, when homeowners prepay mortgages during periods of low
interest rates the Portfolio may be free to re-deploy its assets in lower
yielding securities.
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 instruments.
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.
How has The Intermediate Fixed Income Portfolio performed?
This bar chart and table can help you evaluate the potential risks of investing
in The Intermediate Fixed Income Portfolio. We show how returns for The
Intermediate Fixed Income Portfolio have varied over the past
-51-
<PAGE>
two calendar years, as well as average annual returns for one year and since
inception--with average annual returns compared to the performance of the Lehman
Brothers Government/Corporate Intermediate Bond Index. The Lehman Brothers
Government/Corporate Intermediate Bond is an index composed of 5,400 publicly
issued corporate and U.S. government debt rated Baa or better, with at least one
year to maturity and at least $25 million par outstanding. The index is
unmanaged and doesn't include the actual costs of buying, selling, and holding
securities. The Portfolio's past performance does not necessarily indicate how
it will perform in the future. During the periods shown, Delaware Management
Company has voluntarily waived and paid expenses of The Intermediate Fixed
Income Portfolio. Returns would be lower without the voluntary waiver and
payment.
[GRAPHIC OMITTED: BAR CHART SHOWING YEAR BY YEAR TOTAL RETURN (The Intermediate
Fixed Income Portfolio)]
Year-by-year total return (The Intermediate Fixed Income Portfolio)
The Intermediate Fixed Income Portfolio
1997 7.37%
1998 7.07%
As of December 31, 1998, The Intermediate Fixed Income Portfolio had a
year-to-date return of 7.07%. During the periods illustrated in this bar chart,
The Intermediate Fixed Income Portfolio's highest return was 3.16% for the
quarter ended September 30, 1998 and its lowest return was -0.02% for the
quarter ended March 31, 1997.
Average annual return for period ending 12/31/98
Lehman Brothers
The Intermediate Fixed Government/Corporate
Income Portfolio Intermediate Bond Index
1 year 7.07% 7.73%
Since inception (3/12/96) 6.84% 8.44%
-52-
<PAGE>
What are The Intermediate Fixed Income Portfolio's fees and expenses?
Shareholder fees are fees paid directly from your investment.
------------------------------------------------------ ----------
Maximum sales charge (load) imposed on purchases as None
a percentage of offering price
------------------------------------------------------ ----------
Maximum sales charge (load) imposed on reinvested None
dividends
------------------------------------------------------ ----------
Purchase reimbursement fees None
------------------------------------------------------ ----------
Redemption reimbursement fees None
------------------------------------------------------ ----------
Exchange Fees None
------------------------------------------------------ ----------
Annual Portfolio operating expenses are deducted from The Intermediate Fixed
Income Portfolio's income or assets before it pays dividends and before its
total return is calculated. We will not charge you separately for these
expenses.
------------------------------------------------------ -----------
Investment advisory fees(1) 0.40%
------------------------------------------------------ -----------
Distribution and service (12b-1) fees None
------------------------------------------------------ -----------
Other expenses(1) 0.61%
------------------------------------------------------ -----------
Total operating expenses(1) 1.01%
------------------------------------------------------ -----------
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.(2) This is an example only, and does not represent future expenses, which
may be greater or less than those shown here.
--------------- ------------
1 year $ 103
--------------- ------------
3 years $ 322
--------------- ------------
5 years $ 558
--------------- ------------
10 years $1,236
--------------- ------------
(1) Delaware Management Company has agreed to waive fees and pay expenses
through April 30, 1999 in order to prevent total operating expenses
(excluding any taxes, interest, brokerage fees and extraordinary expenses)
from exceeding 0.53% of average daily net assets.
(2) 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.
-53-
<PAGE>
Profile: The Aggregate Fixed Income Portfolio
- ---------------------------------------------
What are the Portfolio's Goals?
The Aggregate Fixed Income Portfolio seeks maximum long-term total return,
consistent with reasonable risk. Although the Portfolio will strive to
achieve its goal, there is no assurance that it will.
What are the Portfolio's main investment strategies? The Portfolio seeks to
achieve its objective by investing in a diversified portfolio of investment
grade fixed-income obligations, including securities issued or guaranteed by the
U.S. government, its agencies or instrumentalities (U.S. government securities),
mortgage-backed securities, asset-backed securities, corporate bonds and other
fixed-income securities. The benchmark against which the Portfolio's performance
will be measured is the Lehman Brothers Aggregate Bond Index.
The Portfolio seeks maximum long-term total return by investing in debt
securities having a broad range of maturities. However, the Portfolio typically
will have an average effective maturity (that is, the market value weighted
average time to repayment of principal) of between one to ten years. Short- and
intermediate-term debt securities (under ten years) form the core of the
Portfolio, with long-term bonds (over ten years) purchased when they will
enhance return without significantly increasing risk. Average effective maturity
may exceed the above range when opportunities for enhanced returns exceed risk.
Typically, approximately 50% of the Portfolio's assets will be invested in U.S.
government securities, mortgage-backed securities and asset-backed securities.
All securities purchased by the Portfolio will have an investment grade rating
at the time of purchase. Investment grade fixed-income obligations will be those
rated BBB or better by S&P or Baa or better by Moody's or those deemed to be of
comparable quality by the investment adviser. Obligations rated BBB and Baa have
speculative characteristics. To the extent that the rating of a debt obligation
held by the Portfolio falls below BBB or Baa, the Portfolio, as soon as
practicable, will dispose of the security, unless such disposal would be
detrimental to the Portfolio in light of market conditions.
The Portfolio will normally experience an annual portfolio turnover rate
exceeding 100%, but that rate is not expected to exceed 250%. High portfolio
turnover (over 100%) involves correspondingly greater transaction costs and may
affect taxes payable by the Portfolio's shareholders that are subject to federal
income taxes. The turnover rate may also be affected by cash requirements from
redemptions and repurchases of the Portfolio's shares. The degree of Portfolio
activity may affect transaction costs of the Portfolio and taxes payable by
institutional shareholders that are subject to federal income taxes.
-54-
<PAGE>
Profile: The Aggregate Fixed Income Portfolio (continued)
- ---------------------------------------------
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. The Portfolio
will be affected by changes in interest rates because the value of fixed- income
securities held by the Portfolio, particularly those with longer maturities,
will decrease if interest rates rise. The Portfolio will also be affected by
prepayment risk due to its holdings of mortgage-backed securities. With
prepayment risk, when homeowners prepay mortgages during periods of low interest
rates, the Portfolio may be forced to re-deploy its assets in lower yielding
securities.
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.
-55-
<PAGE>
How has The Aggregate Fixed Income Portfolio performed?
This bar chart and table can help you evaluate the potential risks of investing
in The Aggregate Fixed Income Portfolio. We show returns for The Aggregate Fixed
Income Portfolio for the past calendar year, as well as average annual returns
for one year and since inception--with average annual returns compared to the
performance of the Lehman Brothers Aggregate Bond Index. The Lehman Brothers
Aggregate Bond Index is comprised of approximately 6,000 publicly traded bonds
including U.S. government, mortgage-backed, corporate and Yankee bonds with an
average maturity of approximately 10 years. The index is weighted by the market
value of the bonds included in the index. The index is unmanaged and doesn't
include the actual costs of buying, selling, and holding securities. The
Portfolio's past performance does not necessarily indicate how it will perform
in the future. During the periods shown, Delaware Management Company has
voluntarily waived and paid expenses of The Aggregate Fixed Income Portfolio.
Returns would be lower without the voluntary waiver and payment.
[GRAPHIC OMITTED: BAR CHART SHOWING TOTAL RETURN (The Aggregate Fixed
Income Portfolio)]
Total return (The Aggregate Fixed Income Portfolio)
The Aggregate Fixed Income Portfolio
1998 8.58%
As of December 31, 1998, The Aggregate Fixed Income Portfolio had a year-to-date
return of 8.58%. During the period illustrated in this bar chart, The Aggregate
Fixed Income Portfolio's highest return was 4.20% for the quarter ended
September 30, 1998 and its lowest return was 0.54% for the quarter ended
December 31, 1998.
Average annual returns for periods ending 12/31/98
The Aggregate Fixed Lehman Brothers
Income Portfolio Aggregate Bond Index
1 year 8.58% 8.69%
Since inception (12/29/97) 8.39% 8.69%
-56-
<PAGE>
What are The Aggregate Fixed Income Portfolio's fees and expenses? Shareholder
fees are fees paid directly from your investment.
------------------------------------------------------ ----------
Maximum sales charge (load) imposed on purchases as None
a percentage of offering price
------------------------------------------------------ ----------
Maximum sales charge (load) imposed on reinvested None
dividends
------------------------------------------------------ ----------
Purchase reimbursement fees None
------------------------------------------------------ ----------
Redemption reimbursement fees None
------------------------------------------------------ ----------
Exchange Fees None
------------------------------------------------------ ----------
Annual Portfolio operating expenses are deducted from The Aggregate Fixed Income
Portfolio's income or assets before it pays dividends and before its total
return is calculated. We will not charge you separately for these expenses.
------------------------------------------------------ -----------
Investment advisory fees(1) 0.40%
------------------------------------------------------ -----------
Distribution and service (12b-1) fees None
------------------------------------------------------ -----------
Other expenses(1) 1.67%
------------------------------------------------------ -----------
Total operating expenses(1) 2.07%
------------------------------------------------------ -----------
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.(2) This is an example only, and does not represent future expenses, which
may be greater or less than those shown here.
--------------- ------------
1 year $ 210
--------------- ------------
3 years $ 649
--------------- ------------
5 years $1,114
--------------- ------------
10 years $2,400
--------------- ------------
(1) Delaware Management Company has agreed to waive fees and pay expenses
through April 30, 1999 in order to prevent total operating expenses
(excluding any taxes, interest, brokerage fees and extraordinary expenses)
from exceeding 0.53% of average daily net assets.
(2) 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.
-57-
<PAGE>
Profile: The High-Yield Bond Portfolio
What are the Portfolio's Goals?
The High-Yield Bond Portfolio seeks high total return. Although the
Portfolio will strive to achieve its goal, there is no assurance that it
will.
What are the Portfolio's main investment strategies? The Portfolio will invest
at least 80% of its assets at the time of purchase in: (1) corporate bonds that
may be rated B- or higher by S&P or B3 or higher by Moody's, or that may be
unrated (which may be more speculative in nature than rated bonds); (2)
securities issued or guaranteed by the U.S. Government, its agencies or
instrumentalities; or (3) commercial paper of companies rated A-1 or A-2 by S&P
or rated P-1 or P-2 by Moody's or, if unrated, judged to be of comparable
quality by the investment adviser. Of these categories of securities, the
investment adviser anticipates investing primarily in corporate bonds. The
Portfolio may also invest in income-producing securities, including common
stocks and preferred stocks, some of which may have convertible features or
attached warrants and which may be speculative. The Portfolio may invest up to
10% of its total assets in securities of issuers domiciled in foreign countries.
The Portfolio may hold cash or invest in short-term debt securities and other
money market instruments when, in our opinion, such holdings are prudent given
then prevailing market conditions. Except when we believe a temporary defensive
approach is appropriate, the Portfolio normally will not hold more than 5% of
its total assets in cash or such short-term investments. When taking a temporary
defensive position the Portfolio may not be able to achieve its investment
objective.
From time to time, the Portfolio may acquire zero coupon bonds and, to a lesser
extent, pay-in-kind ("PIK") bonds, however, the Portfolio generally does not
purchase a substantial amount of these securities. Zero coupon bonds and PIK
bonds are considered to be more interest-sensitive than income bearing bonds, to
be more speculative than interest-bearing bonds, and to have certain tax
consequences which could, under certain circumstances, be adverse to the
Portfolio.
With respect to U.S. government securities, the Portfolio may invest only in
securities issued or guaranteed as to the payment of principal and interest by
the U.S. government, and those of its agencies or instrumentalities which are
backed by the full faith and credit of the United States.
We do not normally intend to respond to short-term market fluctuations or to
acquire securities for the purpose of short-term trading; however, the
investment adviser may take advantage of short-term opportunities that are
consistent with its investment objective.
The market values of fixed-income securities generally fall when interest rates
rise and, conversely, rise when interest rates fall. Lower rated and unrated
fixed-income securities tend to reflect short-term corporate and market
developments to a greater extent than higher rated fixed-income securities,
which react primarily to fluctuations in the general level of interest rates.
These lower rated or unrated securities generally have higher yields, but, as a
result of factors such as reduced creditworthiness of issuers, increased risks
of default and a more limited and less liquid secondary market, are subject to
greater volatility and risks of loss of income and principal than are higher
rated securities. We will attempt to reduce such risks through portfolio
diversification, credit analysis, and attention to trends in the economy,
industries and financial markets.
-58-
<PAGE>
Profile: The High-Yield Bond Portfolio (continued)
What are the main risks of investing in the Portfolio? Investing in so-called
"junk" or "high-yield" bonds entails certain risks, including the risk of loss
of principal, which may be greater than the risks involved in investment grade
bonds, and which should be considered by investors contemplating an investment
in the Portfolio. Such bonds are sometimes issued by companies whose earnings at
the time of issuance are less than the projected debt service on the junk bonds.
If, as a result of volatility in the high-yield market or other factors, the
Portfolio experiences substantial net redemptions of the Portfolio's shares for
a sustained period of time, the Portfolio may be required to sell securities
without regard to the investment merits of the securities to be sold. If the
Portfolio sells a substantial number of securities to generate proceeds for
redemptions, the asset base of the Portfolio will decrease and the Portfolio's
expense ratios may increase.
Furthermore, the secondary market for high-yield securities is currently
dominated by institutional investors, including mutual funds and certain
financial institutions. There is generally no established retail secondary
market for high-yield securities. As a result, the secondary market for
high-yield securities is more limited and less liquid than other secondary
securities markets. The high-yield secondary market is particularly susceptible
to liquidity problems when the institutions which dominate it temporarily cease
buying bonds for regulatory, financial or other reasons. A less liquid secondary
market may have an adverse effect on the Portfolio's ability to dispose of
particular issues, when necessary, to meet the Portfolio's liquidity needs or in
response to a specific economic event, such as the deterioration in the
creditworthiness of the issuer. In addition, a less liquid secondary market
makes it more difficult for the Portfolio to obtain precise valuations of the
high-yield securities in its portfolio. During periods involving such liquidity
problems, judgment plays a greater role in valuing high-yield securities than is
normally the case. The secondary market for high-yield securities is also
generally considered to be more likely to be disrupted by adverse publicity and
investor perceptions than the more established secondary securities markets. The
Portfolio's privately placed high-yield securities are particularly susceptible
to the liquidity and valuation risks outlined above.
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.
The Portfolio will be affected by changes in bond prices. To the extent the
Portfolio invests in securities issued by non-U.S. companies, those investments
in securities of non-U.S. issuers which are generally denominated in foreign
currencies involve certain risk and opportunity considerations not typically
associated with investing in U.S.
issuers.
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.
-59-
<PAGE>
How has The High-Yield Bond Portfolio performed?
This bar chart and table can help you evaluate the potential risks of investing
in The High-Yield Bond Portfolio. We show how returns for The High-Yield Bond
Portfolio have varied over the past two calendar years, as well as average
annual returns for one year and since inception--with average annual returns
compared to the performance of the Salomon Brothers High-Yield Cash Pay Index.
The Salomon Brothers High-Yield Cash Pay Index includes cash-pay and
deferred-interest bonds, but excludes bankrupt bonds. When an issuer misses or
expects to miss an interest payment or enters into Chapter 11, the corresponding
bonds exit the index at month end, reflecting the loss of the coupon payment or
accrued interest. You should remember that unlike the Portfolio, the index is
unmanaged and doesn't include the actual costs of buying, selling, and holding
securities. The Portfolio's past performance does not necessarily indicate how
it will perform in the future. During the periods shown, Delaware Management
Company has voluntarily waived and paid expenses of The High-Yield Bond
Portfolio. Returns would be lower without the voluntary waiver and payment.
[GRAPHIC OMITTED: BAR CHART SHOWING YEAR BY YEAR TOTAL RETURN (The High-Yield
Bond Portfolio)]
<TABLE>
<CAPTION>
<S> <C>
Year-by-year total return (The High Yield Bond Portfolio)
The High-Yield Bond Portfolio
1997 18.14%
1998 1.75%
As of December 31, 1998, The High-Yield Bond Portfolio had a year-to-date return
of 1.75%. During the periods illustrated in this bar chart, The High-Yield Bond
Portfolio's highest return was 6.39% for the quarter ended June 30, 1997 and its
lowest return was -5.42% for the quarter ended September 30, 1998.
Average annual returns for periods ending 12/31/98
The High-Yield Bond Salomon Brothers High-Yield
Portfolio Cash Pay Index
1 year 1.75% 4.42%
Since inception (12/2/96) 9.90% 8.69%
</TABLE>
-60-
<PAGE>
What are The High-Yield Bond Portfolio's fees and expenses? Shareholder fees are
fees paid directly from your investment.
----------------------------------------------------------------
Maximum sales charge (load) imposed on purchases as None
a percentage of offering price
----------------------------------------------------------------
Maximum sales charge (load) imposed on reinvested None
dividends
----------------------------------------------------------------
Purchase reimbursement fees None
----------------------------------------------------------------
Redemption reimbursement fees None
----------------------------------------------------------------
Exchange Fees None
----------------------------------------------------------------
Annual Portfolio operating expenses are deducted from The High-Yield Bond
Portfolio's income or assets before it pays dividends and before its total
return is calculated. We will not charge you separately for these expenses.
-----------------------------------------------------------------
Investment advisory fees(1) 0.45%
-----------------------------------------------------------------
Distribution and service (12b-1) fees None
-----------------------------------------------------------------
Other expenses(1) 0.30%
-----------------------------------------------------------------
Total operating expenses(1) 0.75%
-----------------------------------------------------------------
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.(2) This is an example only, and does not represent future expenses, which
may be greater or less than those shown here.
---------------------------
1 year $77
---------------------------
3 years $240
---------------------------
5 years $417
---------------------------
10 years $930
---------------------------
(1) Delaware Management Company has agreed to waive fees and pay expenses
through April 30, 1999 in order to prevent total operating expenses
(excluding any taxes, interest, brokerage fees and extraordinary expenses)
from exceeding 0.59% of average daily net assets.
(2) 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.
-61-
<PAGE>
Profile: The Diversified Core Fixed Income Portfolio
What are the Portfolio's Goals?
The Diversified Core Fixed Income Portfolio seeks maximum long-term total
return, consistent with reasonable risk. Although the Portfolio will strive
to achieve its goal, there is no assurance that it will.
What are the Portfolio's main investment strategies? The Portfolio seeks to
achieve its objective by allocating its investments principally among the
following three sectors of the fixed-income securities markets: the U.S.
Investment Grade Sector, the U.S. High-Yield Sector, and the International
Sector. The investment adviser will determine the amount of assets of the
Portfolio that will be allocated to each of the three sectors in which the
Portfolio will invest, based on our evaluation of economic and market conditions
and our assessment of the returns and potential for appreciation that can be
achieved from investments in each of the three sectors. We will periodically
reallocate the Portfolio's assets, as deemed necessary. The relative proportion
of the Portfolio's assets to be allocated among sectors is described below.
o U.S. Investment Grade Sector Under normal circumstances, between 50% and
90% of the Portfolio's total assets will be invested in the U.S. investment
grade sector. In managing the Portfolio's assets allocated to the
investment grade sector, we will invest principally in debt obligations
issued or guaranteed by the U.S. government, its agencies or
instrumentalities and by U.S. corporations. The corporate debt obligations
in which the Portfolio may invest include bonds, notes, debentures and
commercial paper of U.S. companies. The U.S. government securities in which
the Portfolio may invest include a variety of securities which are issued
or guaranteed as to the payment of principal and interest by the U.S.
government, and by various agencies or instrumentalities which have been
established or sponsored by the U.S. government.
The investment grade sector of the Portfolio's assets may also be invested
in mortgage-backed securities issued or guaranteed by the U.S. government,
its agencies or instrumentalities or by government sponsored corporations.
Other mortgage-backed securities in which the Portfolio may invest are
issued by certain private, non-government entities. Subject to the quality
limitations, the Portfolio may also invest in securities which are backed
by assets such as receivables on home equity and credit card loans,
automobile, mobile home, recreational vehicle and other loans, wholesale
dealer floor plans and leases.
Securities purchased by the Portfolio will be rated in one of the four
highest rating categories or will be unrated securities that are determined
to be of comparable quality. See Appendix A for additional rating
information.
o U.S. High-Yield Sector Under normal circumstances, between 5% and 30% of
the Portfolio's total assets will be allocated to the U.S. High-Yield
Sector. We will invest the Portfolio's assets that are allocated to the
domestic high-yield sector primarily in those securities having a liberal
and consistent yield and those tending to reduce the risk of market
fluctuations. The Portfolio may invest in domestic corporate debt
obligations, including, notes, which may be convertible or non-convertible,
commercial paper, units consisting of bonds with stock or warrants to buy
stock attached, debentures, convertible debentures, zero coupon bonds and
pay-in-kind securities ("PIKs").
The Portfolio will invest in both rated and unrated bonds. The rated bonds
that the Portfolio may purchase in this sector will generally be rated BB
or lower by S&P or Fitch, Ba or lower by Moody's, or similarly rated by
another nationally recognized statistical rating organization. Unrated
bonds may be more speculative in nature than rated bonds.
-62-
<PAGE>
What are the Portfolio's main investment strategies? (continued)
o International Sector Under normal circumstances, between 5% and 20% of the
Portfolio's total assets will be invested in the International Sector. The
International Sector invests primarily in fixed-income securities of
issuers organized or having a majority of their assets or deriving a
majority of their operating income in foreign countries. These fixed-income
securities include foreign government securities, debt obligations of
foreign companies, and securities issued by supranational entities. A
supranational entity is an entity established or financially supported by
the national governments of one or more countries to promote reconstruction
or development. Examples of supranational entities include, among others,
the International Bank for Reconstruction and Development (more commonly
known as the World Bank), the European Economic Community, the European
Coal and Steel Community, the European Investment Bank, the
Inter-Development Bank, the Export-Import Bank and the Asian Development
Bank.
The Portfolio may invest in securities issued in any currency and may hold
foreign currencies. Securities of issuers within a given country may be
denominated in the currency of another country or in multinational currency
units, such as the European Currency Unit. The Portfolio may, from time to
time, purchase or sell foreign currencies and/or engage in forward foreign
currency transactions in order to expedite settlement of Portfolio
transactions and to minimize currency value fluctuations.
The Portfolio will invest in both rated and unrated foreign securities. It
may purchase securities of issuers in any foreign country, developed and
underdeveloped. These investments may include direct obligations of issuers
located in emerging markets countries and so-called Brady Bonds. However,
investments in emerging markets, Brady Bonds and in foreign securities that
are rated below investment grade (e.g. lower than BBB by S&P), or if
unrated, judged to be of comparable quality, will, in the aggregate, be
limited to no more than 5% of the Portfolio's total assets. In addition,
the Portfolio may invest in sponsored and unsponsored American Depositary
Receipts, European Depositary Receipts, or Global Depositary Receipts. The
Portfolio may also invest in zero coupon bonds and may purchase shares of
other investment companies.
In unusual market conditions, in order to meet redemption requests, for
temporary defensive purposes, and pending investment, the Portfolio may
hold a substantial portion of its assets in cash or short-term fixed-income
obligations. The Portfolio may also use a wide range of hedging
instruments, including options, futures contracts and options on futures
contracts subject to certain limitations.
-63-
<PAGE>
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. The Portfolio
will be affected by changes in bond prices and currency exchange rates.
Investments in high yield, high risk bonds entails certain risk, including the
risk of loss of principal which may be greater than the risks presented by
investment grade bonds and which should be considered by investors contemplating
an investment in the Portfolio. Investments in securities of non-U.S. issuers
which are generally denominated in foreign currencies involve certain risk and
opportunity considerations not typically associated with investing in U.S.
issuers. The Portfolio will also be affected by prepayment risk due to its
holdings of mortgage-backed securities. with prepayment risk, when homeowners
prepay mortgages during periods of low interest rates, the Portfolio may be
forced to re-deploy its assets in lower yielding securities.
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.
-64-
<PAGE>
How has The Diversified Core Fixed Income Portfolio performed?
This bar chart and table can help you evaluate the potential risks of investing
in The Diversified Core Fixed Income Portfolio. We show returns for The
Diversified Core Fixed Income Portfolio for the past calendar year, as well as
average annual returns for one year and since inception--with the average annual
returns compared to the performance of the Lehman Brothers Aggregate Bond Index.
The Lehman Brothers Aggregate Bond Index is comprised of approximately 6,000
publicly traded bonds including U.S. government, mortgage-backed, corporate and
Yankee bonds with an average maturity of approximately 10 years. The index is
weighted by the market value of the bonds included in the index. The index is
unmanaged and doesn't include the actual costs of buying, selling, and holding
securities. The Portfolio's past performance does not necessarily indicate how
it will perform in the future. During the periods shown, Delaware Management
Company has voluntarily waived and paid expenses of The Diversified Core Fixed
Income Portfolio. Returns would be lower without the voluntary waiver and
payment.
[GRAPHIC OMITTED: BAR CHART SHOWING TOTAL RETURN (The Diversified Core
Fixed Income Portfolio)]
<TABLE>
<CAPTION>
<S> <C>
Total return (The Diversified Core Fixed Income Portfolio)
The Diversified Core Fixed Income Portfolio
1998 10.28%
As of December 31, 1998, The Diversified Core Fixed Income Portfolio had a
year-to-date return of 10.28%. During the periods illustrated in this bar chart,
The Diversified Core Fixed Income Portfolio's highest return was 3.65% for the
quarter ended March 31, 1998 and its lowest return was 1.10% for the quarter
ended September 30, 1998.
Average annual returns for periods ending 12/31/98
The Diversified Core Lehman Brothers
Fixed Income Portfolio Aggregate Bond Index
1 year 10.28% 8.69%
Since inception (12/29/97) 9.92% 8.69%
</TABLE>
-65-
<PAGE>
What are The Diversified Core Fixed Income Portfolio's fees and expenses?
Shareholder fees are fees paid directly from your investment.
----------------------------------------------------------------
Maximum sales charge (load) imposed on purchases as None
a percentage of offering price
----------------------------------------------------------------
Maximum sales charge (load) imposed on reinvested None
dividends
----------------------------------------------------------------
Purchase reimbursement fees None
----------------------------------------------------------------
Redemption reimbursement fees None
----------------------------------------------------------------
Exchange Fees None
----------------------------------------------------------------
Annual Portfolio operating expenses are deducted from The Diversified Core Fixed
Income Portfolio's income or assets before it pays dividends and before its
total return is calculated. We will not charge you separately for these
expenses.
-----------------------------------------------------------------
Investment advisory fees(1) 0.43%
-----------------------------------------------------------------
Distribution and service (12b-1) fees None
-----------------------------------------------------------------
Other expenses(1) 1.31%
-----------------------------------------------------------------
Total operating expenses(1) 1.74%
-----------------------------------------------------------------
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.(2) This is an example only, and does not represent future expenses, which
may be greater or less than those shown here.
---------------------------
1 year $177
---------------------------
3 years $548
---------------------------
5 years $944
---------------------------
10 years $2,052
---------------------------
(1) Delaware Management Company has agreed to waive fees and pay expenses
through April 30, 1999 in order to prevent total operating expenses
(excluding any taxes, interest, brokerage fees and extraordinary expenses)
from exceeding 0.57% of average daily net assets.
(2) 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.
-66-
<PAGE>
Profile: The Global Fixed Income Portfolio
What are the Portfolio's Goals?
The Global Fixed Income Portfolio seeks current income consistent with the
preservation of principal. Although the Portfolio will strive to achieve
its goal, there is no assurance that it will.
What are the Portfolio's main investment strategies? The Portfolio seeks to
achieve its objective by investing primarily in fixed-income securities that may
also provide the potential for capital appreciation. The Portfolio is a global
fund. As such, it may invest in securities issued in any currency and may hold
foreign currency. Under normal circumstances, at least 65% of the Portfolio's
assets will be invested in the fixed-income securities of issuers organized or
having a majority of their assets in or deriving a majority of their operating
income in at least three different countries, one of which may be the United
States. Securities of issuers within a given country may be denominated in the
currency of another country or in multinational currency units such as the Euro
and ECU. The Portfolio is considered "non-diversified" under the federal laws
and regulations that regulate mutual funds. Thus, adverse effects on the
Portfolio's investments may affect a larger portion of its overall assets and
subject the Portfolio to greater risks.
Our approach in selecting investments for the Portfolio is oriented to country
selection and is value driven. In selecting fixed-income instruments for the
Portfolio, we identify those countries' fixed-income markets which will provide
the United States' domiciled investor the highest yield over a market cycle
while also offering the opportunity for capital gain and currency appreciation.
We conduct extensive fundamental research on a global basis, and it is through
this effort that attractive fixed-income markets are selected for investment.
The core of the fundamental research effort is a value oriented discounted
income stream methodology which isolates value across country boundaries. This
approach focuses on future coupon and redemption payments and discounts the
value of those payments back to what they would be worth if they were to be paid
today. Comparisons of the values of different possible investments are then
made.
Our management approach is long-term in orientation, and it is therefore
expected that the annual turnover of the portfolio will not exceed 200% under
normal circumstances. High portfolio turnover involves correspondingly greater
transaction costs and may affect taxes payable by the Portfolio's shareholder
that are subject to federal income taxes. The turnover rate may also be affected
by cash requirements from redemptions and repurchases of the Portfolio's shares.
The Portfolio will attempt to achieve its objective by investing in a broad
range of fixed-income securities, including debt obligations of foreign and U.S.
companies which are generally rated A or better by S&P or Moody's or, if
unrated, are deemed to be of comparable quality, as well as foreign and U.S.
government securities with the limitation noted below. The Portfolio may invest
up to 5% of its assets in fixed-income securities rated below investment grade,
including foreign government securities as discussed below.
It is anticipated that the average weighted maturity of the Portfolio will be in
the five-to-ten year range. If, however, we anticipate a declining interest rate
environment, the average weighted maturity may be extended beyond ten years.
Conversely, if we anticipate a rising rate environment, the average weighted
maturity may be shortened to less than five years.
The Portfolio may also invest in zero coupon bonds, and in the debt securities
of supranational entities denominated in any currency. A supranational entity is
an entity established or financially supported by the national governments of
one or more countries to promote reconstruction or development. Examples of
supranational entities include, among others, the World Bank, the European
Economic Community, the European Coal and Steel Community, the European
Investment Bank, the Inter-Development Bank, the Export-Import Bank and the
Asian Development Bank. For increased safety, the Portfolio currently
anticipates that a large percentage of its assets will be invested in U.S.
government securities and foreign government securities and securities of
supranational entities.
-67-
<PAGE>
What are the Portfolio's main investment strategies? (continued)
With respect to U.S. government securities, the Portfolio may invest only in
securities issued or guaranteed as to the payment of principal and interest by
the U.S. government, and those of its agencies or instrumentalities which are
backed by the full faith and credit of the United States. These obligations
differ mainly in interest rates, maturities and dates of issuance. When we
believe a temporary defensive approach is appropriate, the Portfolio may hold up
to 100% of its assets in such U.S. government securities and certain other
short-term instruments. When taking a temporary defensive position, the
Portfolio may not be able to achieve its investment objective.
With respect to securities issued by foreign governments, their agencies,
instrumentalities or political subdivisions, the Portfolio will generally invest
in such securities if they have been rated AAA or AA by S&P or Aaa or Aa by
Moody's or, if unrated, have been determined by the investment adviser to be of
comparable quality. As noted above, the Portfolio may invest up to 5% of its
assets in non-investment grade fixed-income securities. These investments may
include foreign government securities, some of which may be so-called Brady
Bonds. The Portfolio may also invest in sponsored or unsponsored American
Depositary Receipts or European Depositary Receipts. While the Portfolio may
purchase securities of issuers in any foreign country, developed or
underdeveloped, it is currently anticipated that the countries in which the
Portfolio may invest will include, but not be limited to, Canada, Germany, the
United Kingdom, New Zealand, France, The Netherlands, Belgium, Spain,
Switzerland, Ireland, Denmark, Portugal, Italy, Austria, Norway, Sweden,
Finland, Luxembourg, Japan and Australia. With respect to certain countries,
investments by an investment company may only be made through investments in
closed-end investment companies that in turn are authorized to invest in the
securities of issuers in such countries. Any investment the Portfolio may make
in other investment companies is limited in amount by the Investment Company Act
of 1940 and would involve the indirect payment of a portion of the expenses,
including advisory fees, of such other investment companies.
Currency considerations carry a special risk for a portfolio of international
securities and the investment adviser employs a purchasing power parity approach
to evaluate currency risk. In this regard, the Portfolio may actively carry on
hedging activities, and may invest in forward foreign currency exchange
contracts to hedge currency risks associated with its portfolio of securities.
-68-
<PAGE>
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. The Portfolio
will be affected by changes in bond prices and currency exchange rates.
Investments in securities of non-U.S. issuers which are generally denominated in
foreign currencies involve certain risk and opportunity considerations not
typically associated with investing in U.S. issuers. Foreign securities may be
adversely affected by political instability, foreign economic conditions or
inadequate regulatory and accounting standards. In addition, there is the
possibility of expropriation, nationalization or confiscatory taxation, taxation
of income earned in foreign nations or other taxes imposed with respect to
investments in foreign nations. The Portfolio also may be affected by changes in
currency rates, which may reduce or eliminate any gains produced by investment,
and exchange control regulations and may incur costs in connection with
conversions between currencies. to the extent the Portfolio invests in
securities of companies in emerging markets, investments present a greater
degree of risk than tends to be the case for foreign investments in Western
Europe and other developed markets. To the extent the investment advisor invests
in forward foreign currency contracts or uses other investments to endeavor to
hedge against currency risks, the Portfolio will be subject to the special risks
associated with that activity.
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.
-69-
<PAGE>
How has The Global Fixed Income Portfolio performed?
This bar chart and table can help you evaluate the potential risks of investing
in The Global Fixed Income Portfolio. We show how returns for The Global Fixed
Income Portfolio have varied over the past six calendar years, as well as
average annual returns for one and five years and since inception --with the
average annual returns compared to the performance of the Salomon Brothers World
Government Bond Index. The Salomon Brothers World Government Bond Index is an
index of bonds from 14 world government bond markets with maturities of at least
1 year. The index is unmanaged and doesn't include the actual costs of buying,
selling, and holding securities. The Portfolio's past performance does not
necessarily indicate how it will perform in the future. During the periods
shown, Delaware International Advisers Ltd. has voluntarily waived and paid
expenses of The Global Fixed Income Portfolio. Returns would be lower without
the voluntary waiver and payment.
[GRAPHIC OMITTED: BAR CHART SHOWING YEAR BY YEAR TOTAL RETURN (The Global Fixed
Income Portfolio)]
<TABLE>
<CAPTION>
<S> <C>
Year-by-year total return (The Global Fixed Income Portfolio)
The Global Fixed Income Portfolio
1993 19.16%
1994 1.24%
1995 18.96%
1996 14.96%
1997 1.73%
1998 8.68%
As of December 31, 1998, The Global Fixed Income Portfolio had a year-to-date
return of 8.68%. During the periods illustrated in this bar chart, The Global
Fixed Income Portfolio's highest return was 6.33% for the quarter ended March
31, 1993 and its lowest return was -2.50% for the quarter ended June 30, 1994.
Average annual returns for periods ending 12/31/98
The Global Fixed Solomon Brothers World
Income Portfolio Government Bond Index
1 year 8.68% 15.29%
5 years 8.88% 7.85%
Since inception (11/30/92) 10.57% 8.72%
</TABLE>
-70-
<PAGE>
What are The Global Fixed Income Portfolio's fees and expenses?
- ----------------------------------------------------------------
Maximum sales charge (load) imposed on purchases as None
a percentage of offering price
- ----------------------------------------------------------------
Maximum sales charge (load) imposed on reinvested None
dividends
- ----------------------------------------------------------------
Purchase reimbursement fees None
- ----------------------------------------------------------------
Redemption reimbursement fees None
- ----------------------------------------------------------------
Exchange Fees None
- ----------------------------------------------------------------
Annual Portfolio operating expenses are deducted from The Global Fixed Income
Portfolio's income or assets before it pays dividends and before its total
return is calculated. We will not charge you separately for these expenses.
- -----------------------------------------------------------------
Investment advisory fees(1) 0.50%
- -----------------------------------------------------------------
Distribution and service (12b-1) fees None
- -----------------------------------------------------------------
Other expenses(1) 0.12%
- -----------------------------------------------------------------
Total operating expenses(1) 0.62%
- -----------------------------------------------------------------
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.(2) This is an example only, and does not represent future expenses, which
may be greater or less than those shown here.
- ---------------------------
1 year $63
- ---------------------------
3 years $199
- ---------------------------
5 years $346
- ---------------------------
10 years $774
- ---------------------------
(1) Delaware International Advisers Ltd. has agreed to waive fees and pay
expenses through April 30, 1999 in order to prevent total operating
expenses (excluding any taxes, interest, brokerage fees and extraordinary
expenses) from exceeding 0.60% of average daily net assets.
(2) 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.
-71-
<PAGE>
Profile: The International Fixed Income Portfolio
What are the Portfolio's Goals?
The International Fixed Income Portfolio seeks current income consistent
with the preservation of principal. Although the Portfolio will strive to
achieve its goal, there is no assurance that it will.
What are the Portfolio's main investment strategies? The Portfolio seeks to
achieve its objective by investing primarily in fixed-income securities that may
also provide the potential for capital appreciation. The Portfolio is an
international fund. As such, it may invest in securities issued in any currency
and may hold foreign currency. Under normal circumstances, at least 65% of the
Portfolio's assets will be invested in the fixed-income securities of issuers
organized or having a majority of their assets in or deriving a majority of
their operating income in at least three different countries outside of the
United States. Under normal circumstances, the Portfolio intends to invest in
securities which are denominated in foreign currencies. Securities of issuers
within a given country may be denominated in the currency of another country or
in multinational currency units such as Euro and ECU. The Portfolio will attempt
to achieve its objective by investing in a broad range of fixed-income
securities, including debt obligations of foreign companies which are generally
rated A or better by S&P or Moody's or, if unrated, are deemed to be of
comparable quality, as well as, foreign government securities with the
limitation noted below. The Portfolio is considered "non-diversified" under the
federal laws and regulations that regulate mutual funds. Thus, adverse effects
on the Portfolio's investments may affect a larger portion of its overall assets
and subject the Portfolio to greater risks.
Our approach in selecting investments for the Portfolio is oriented to country
selection and is value driven. In selecting fixed-income instruments for the
Portfolio, the investment adviser identifies those countries' fixed-income
markets which it believes will provide the United States domiciled investor the
highest yield over a market cycle while also offering the opportunity for
capital gain and currency appreciation. We conduct extensive fundamental
research on a global basis, and it is through this effort that attractive
fixed-income markets are selected for investment. The core of the fundamental
research effort is a value oriented discounted income stream methodology which
isolates value across country boundaries. This approach focuses on future coupon
and redemption payments and discounts the value of those payments back to what
they would be worth if they were to be paid today. Comparisons of the values of
different possible investments are then made.
The Portfolio may also invest in zero coupon bonds, and in the debt securities
of supranational entities denominated in any currency. A supranational entity is
an entity established or financially supported by the national governments of
one or more countries to promote reconstruction or development. Examples of
supranational entities include, among others, the World Bank, the European
Economic Community, the European Coal and Steel Community, the European
Investment Bank, the Inter-Development Bank, the Export-Import Bank and the
Asian Development Bank. For increased safety, the Portfolio currently
anticipates that a large percentage of its assets will be invested in foreign
government securities and securities of supranational entities.
With respect to U.S. government securities, the Portfolio may invest only in
securities issued or guaranteed as to the payment of principal and interest by
the U.S. government, and those of its agencies or instrumentalities which are
backed by the full faith and credit of the United States. When we believe a
temporary defensive approach is appropriate, the Portfolio may hold up to 100%
of its assets in such U.S. government securities and certain other short-term
instruments. When taking a temporary defensive position, the Portfolio may not
achieve its investment objective.
-72-
<PAGE>
What are the Portfolio's main investment strategies? (continued)
With respect to securities issued by foreign governments, their agencies,
instrumentalities or political subdivisions, the Portfolio will generally invest
in such securities if they have been rated AAA or AA by S&P or Aaa or Aa by
Moody's or if unrated, have been determined to be of comparable quality. The
Portfolio may invest up to 5% of its assets in non-investment grade fixed-income
securities. These investments may include foreign government securities, some of
which may be so-called Brady Bonds. The Portfolio may also invest in sponsored
or unsponsored American Depositary Receipts or European Depositary Receipts.
While the Portfolio may purchase securities of issuers in any foreign country,
developed or underdeveloped, it is currently anticipated that the countries in
which the Portfolio may invest will include, but not be limited to, Canada,
Germany, the United Kingdom, New Zealand, France, The Netherlands, Belgium,
Spain, Switzerland, Ireland, Denmark, Portugal, Italy, Austria, Norway, Sweden,
Finland, Luxembourg, Japan and Australia. With respect to certain countries,
investments by an investment company may only be made through investments in
closed-end investment companies that in turn are authorized to invest in the
securities of issuers in such countries. Any investment the Portfolio may make
in other investment companies is limited in amount by the Investment Company Act
of 1940 and would involve the indirect payment of a portion of the expenses,
including advisory fees, of such other investment companies.
Currency considerations carry a special risk for a portfolio of international
securities and the investment adviser employs a purchasing power parity approach
to evaluate currency risk. In this regard, the Portfolio may actively carry on
hedging activities, and may utilize a wide range of hedging instruments,
including options, futures contracts, and related options, and forward foreign
currency exchange contracts to hedge currency risks associated with its
portfolios of securities.
It is anticipated that the average weighted maturity of the Portfolio will be in
the five-to-ten year range. If, however, we anticipate a declining interest rate
environment, the average weighted maturity may be extended beyond ten years.
Conversely, if we anticipate a rising rate environment, the average weighted
maturity may be shortened to less than five years.
Our management approach is long-term in orientation, but, it is expected that
the annual turnover of the portfolio will be approximately 200% under normal
circumstances. High portfolio turnover involves correspondingly greater
transaction costs and may affect taxes payable by the Portfolio's shareholder
that are subject to federal income taxes. The turnover rate may also be affected
by cash requirements from redemptions and repurchases of the Portfolio's shares.
-73-
<PAGE>
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. The Portfolio
will be affected by changes in bond prices and currency exchange rates.
Investments in securities of non-U.S. issuers which are generally denominated in
foreign currencies involve certain risk and opportunity considerations not
typically associated with investing in U.S. issuers. Foreign securities may be
adversely affected by political instability, foreign economic conditions or
inadequate regulatory and accounting standards. In addition, there is the
possibility of expropriation, nationalization or confiscatory taxation, taxation
of income earned in foreign nations or other taxes imposed with respect to
investments in foreign nations. The Portfolio may also be affected by changes in
currency rates, which may reduce or eliminate any gains produced by investment,
and exchange control regulations and may incur costs in connection with
conversions between currencies. To the extent the Portfolio invests in
securities of companies in emerging markets, investments present a greater
degree of risk than tends to be the case for foreign investments in Western
Europe and other developed markets. To the extent the investment adviser invests
in forward foreign currency contracts or uses other investments to endeavor to
hedge against currency risks, the Portfolio will be subject to the special risks
associated with that activity.
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.
-74-
<PAGE>
How has The International Fixed Income Portfolio performed?
This bar chart and table can help you evaluate the potential risks of investing
in The International Fixed Income Portfolio. We show returns for The
International Fixed Income Portfolio for the past calendar year, as well as
average annual returns for one year and since inception--with the average annual
return compared to the performance of the Salomon Brothers Non-U.S. World
Government Bond Index. The Salomon Brothers Non-U.S. World Government Bond Index
is a market-capitalization weighted benchmark that tracks the performances of
the Government bond markets of Australia, Austria, Belgium, Canada, Denmark,
Finland, France, Germany, Ireland, Italy, Japan, the Netherlands, Portugal,
Spain, Sweden, Switzerland, the United Kingdom, and the United States. The index
is unmanaged and doesn't include the actual costs of buying, selling, and
holding securities. The Portfolio's past performance does not necessarily
indicate how it will perform in the future. During the periods shown, Delaware
International Advisers Ltd. has voluntarily waived and paid expenses of The
International Fixed Income Portfolio. Returns would be lower without the
voluntary waiver and payment.
<TABLE>
<CAPTION>
[GRAPHIC OMITTED: BAR CHART SHOWING TOTAL RETURN (The International Fixed Income Portfolio)]
<S> <C>
Total return (The International Fixed Income Portfolio)
The International Fixed Income Portfolio
1998 9.68%
As of December 31, 1998, The International Fixed Income Portfolio had a
year-to-date return of 9.68%. During the periods illustrated in this bar chart,
The International Fixed Income Portfolio's highest return was 5.52% for the
quarter ended September 30, 1998 and its lowest return was 0.30% for the quarter
ended June 30, 1998.
Average annual returns for periods ending 12/31/98
The International Solomon Brothers
Fixed Income Non-U.S. World
Portfolio Government Bond Index
1 year 9.68% 17.80%
Since inception (4/11/97) 7.87% 12.77%
</TABLE>
-75-
<PAGE>
What are The International Fixed Income Portfolio's fees and expenses?
Shareholder fees are fees paid directly from your investment.
----------------------------------------------------------------
Maximum sales charge (load) imposed on purchases as None
a percentage of offering price
----------------------------------------------------------------
Maximum sales charge (load) imposed on reinvested None
dividends
----------------------------------------------------------------
Purchase reimbursement fees None
----------------------------------------------------------------
Redemption reimbursement fees None
----------------------------------------------------------------
Exchange Fees None
----------------------------------------------------------------
Annual Portfolio operating expenses are deducted from The International Fixed
Income Portfolio's income or assets before it pays dividends and before its
total return is calculated. We will not charge you separately for these
expenses.
-----------------------------------------------------------------
Investment advisory fees(1) 0.50%
-----------------------------------------------------------------
Distribution and service (12b-1) fees None
-----------------------------------------------------------------
Other expenses(1) 0.17%
-----------------------------------------------------------------
Total operating expenses(1) 0.67%
-----------------------------------------------------------------
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.(2) This is an example only, and does not represent future expenses, which
may be greater or less than those shown here.
---------------------------
1 year $68
---------------------------
3 years $214
---------------------------
5 years $373
---------------------------
10 years $835
---------------------------
(1) Delaware International Advisers Ltd. has agreed to waive fees and pay
expenses through April 30, 1999 in order to prevent total operating
expenses (excluding any taxes, interest, brokerage fees and extraordinary
expenses) from exceeding 0.60% of average daily net assets.
(2) 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.
-76-
<PAGE>
Profile: The Asset Allocation Portfolio
What are the Portfolio's Goals?
The Asset Allocation Portfolio seeks capital appreciation with current
income as a secondary objective. Although the Portfolio will strive to
achieve its goal, there is no assurance that it will.
What are the Portfolio's main investment strategies? The Portfolio seeks to
achieve its objective by investing primarily in domestic equity and fixed-income
securities, including domestic equity and fixed-income Portfolios of the Fund.
The Portfolio may also invest in international equity and fixed-income
securities, including international equity and fixed-income Portfolios of the
Fund. The Portfolio will generally invest at least 20% of its net assets in
fixed-income securities, including fixed-income Portfolios of the Fund. The
Portfolio will pursue its investment objective through active asset allocation
implemented primarily with investments in a combination of the Portfolios of the
Fund. The Portfolio may also separately invest directly in the same securities
and employ the same investment strategies as any of the Portfolios of the Fund,
to the extent consistent with the Portfolio's investment objectives. The
Portfolio may invest directly in securities or other investment instruments for
such purposes as avoiding undue disruption of the activities of the Portfolios
of the Fund, hedging of the Portfolios' investment positions, or to make
investments in asset classes not available in the Portfolios of the Fund. While
it is anticipated that at most times the Portfolio will be primarily invested in
the Portfolios of the Fund, it is possible, from time to time, for the Portfolio
to be substantially invested directly in securities. The Portfolio is considered
"non-diversified" under the federal laws and regulations that regulate mutual
funds. Thus, adverse effects on the Portfolio's investments may affect a larger
portion of its overall assets and subject the Portfolio to greater risks.
As described above, the Portfolios of the Fund include funds investing in U.S.
and foreign stocks, bonds, and money market instruments. At any point in time,
it can be expected that the Portfolio will invest in a different combination of
securities and Portfolios of the Fund. In allocating the Portfolio's assets, we
will evaluate the expected return of the Portfolios of the Fund, the volatility
of the Portfolios of the Fund (i.e., the variability of returns from one period
to the next), and the correlation of the Portfolios of the Fund (i.e. the degree
to which the Portfolios of the Fund move together).
The Portfolios of the Fund that will currently be considered for investment by
The Asset Allocation Portfolio are listed below, grouped within broad asset
classes. The asset class headings below are provided for convenience and are
approximate in nature. For more detailed information on the investment policies
of each Portfolio of the Fund, see the discussion of each such Portfolio in this
section. The list of Portfolios of the Fund may change from time to time, and
Portfolios of the Fund may be added or deleted upon our recommendation without
shareholder approval.
-77-
<PAGE>
What are the Portfolio's main investment strategies? (continued)
Asset Class Portfolio of the Fund
- ----------- ---------------------
U.S. Equity The Mid-Cap Growth Equity Portfolio
The Large-Cap Value Equity Portfolio
The Core Equity Portfolio
The Small-Cap Growth Equity Portfolio
The Real Estate Investment Trust Portfolio II
The Mid-Cap Value Equity Portfolio
International Equity The Emerging Markets Portfolio
The Global Equity Portfolio
The International Equity Portfolio
The Labor Select International Equity Portfolio
Fixed Income The Aggregate Fixed Income Portfolio
The Diversified Core Fixed Income Portfolio
The Intermediate Fixed Income Portfolio
The Global Fixed Income Portfolio
The High-Yield Bond Portfolio
The International Fixed Income Portfolio
The percentage ranges targeted for the Portfolio by broad asset class are set
forth below. The percentage ranges applicable to each asset class for the
Portfolio may be changed from time to time by us without the approval of
shareholders.
Asset Class Percentage Ranges of Investment in Asset Classes
- ----------- ------------------------------------------------
U.S. Equity 30% - 70%
International Equity 5% - 30%
Fixed Income 20% - 65%
Cash 0% - 35%
The Portfolio will generally at all times be invested in at least three
Portfolios of the Funds, consistent with the table above. The Portfolio may
invest up to 100% of its total assets in cash or other money market instruments
for temporary, defensive purposes. When taking a temporary defensive position
the Portfolio may not be able to achieve its investment objective.
The Portfolio will indirectly bear its pro rata share of the fees and expenses
incurred by the Portfolios of the Fund that are applicable to direct
shareholders of such Portfolios of the Fund. The investment returns of the
Portfolio, therefore, will be net of the expenses of the Portfolios of the Fund
in which it is invested.
-78-
<PAGE>
What are the Portfolio's main investment strategies? (continued)
The Portfolio may, to the extent consistent with its investment objective,
invest its assets directly in the same types of securities and engage in the
same types of investment strategies as those in which the Portfolios of the Fund
invest. The Portfolio may use such investment strategies to hedge investment
positions, including investments directly in securities and investments in the
Portfolios of the Fund, to help protect the Portfolio against a decline in the
value of the Portfolios of the Fund. The Portfolio does not intend to engage in
these investment strategies for non-hedging purposes such that more than 5% of
its assets will be exposed.
The Portfolio, to the extent consistent with its investment objectives, and
certain of the Portfolios of the Fund, may purchase foreign securities; purchase
high yielding, high risk debt securities (commonly referred to as "junk bonds");
enter into foreign currency transactions; engage in options transactions; engage
in futures contracts and options on futures; purchase zero coupon bonds and
pay-in-kind bonds; purchase restricted and illiquid securities; and enter into
forward roll transactions.
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. The
Portfolio's assets may be primarily invested in a combination of the Portfolios
of the Fund. As a result, the Portfolio's investment performance may be directly
related to the investment performance of the Portfolios of the Fund held by it.
The ability of the Portfolio to meet its investment objective may thus be
directly related to the ability of the Portfolios of the Fund to meet their
objectives as well as the allocation among those Portfolios of the Fund by the
Manager. In addition, the Portfolio's share prices and yields will fluctuate in
response to movements in the securities markets as a whole.
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.
-79-
<PAGE>
What are The Asset Allocation Portfolio's fees and expenses? Shareholder fees
are fees paid directly from your investment.
- ----------------------------------------------------------------
Maximum sales charge (load) imposed on purchases as None
a percentage of offering price
- ----------------------------------------------------------------
Maximum sales charge (load) imposed on reinvested None
dividends
- ----------------------------------------------------------------
Purchase reimbursement fees None
- ----------------------------------------------------------------
Redemption reimbursement fees None
- ----------------------------------------------------------------
Exchange Fees None
- ----------------------------------------------------------------
Annual Portfolio operating expenses are deducted from The Real Estate Investment
Trust Portfolio's income or assets before it pays dividends and before its total
return is calculated. We will not charge you separately for these expenses.
- -----------------------------------------------------------------
Investment Advisory fees(1) 0.05%
- -----------------------------------------------------------------
Distribution and service (12b-1) fees None
- -----------------------------------------------------------------
Other expenses(1/2) 0.23%
- -----------------------------------------------------------------
Total operating expenses1 0.28%
- -----------------------------------------------------------------
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 $29
- ---------------------------
3 years $90
- ---------------------------
This example is calculated based on the same hypothetical investment of $10,000
with an annual 5% return over the time shown as used above, and assuming the
estimated total operating expenses of The Asset Allocation Portfolio noted
above, but also assuming the estimated average aggregate total operating
expenses of the Portfolios of the Fund described below.(4) This is an example
only, and does not represent future expenses, which may be greater or less than
those shown here.
- ---------------------------
1 year $103
- ---------------------------
3 years $322
- ---------------------------
(1) Delaware Management Company has agreed to waive fees and pay expenses
through April 30, 1999 in order to prevent total direct operating expenses
of the Portfolio (excluding any taxes, interest, brokerage fees and
extraordinary expenses) from exceeding 0.15% of average daily net assets.
(2) Other expenses are based on estimated amounts 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.
(4) 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
Portfolios' 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, but does assume the voluntary expense caps of the
other Portfolios of the Fund.
-80-
<PAGE>
What are The Asset Allocation Portfolio's fees and expenses? (continued)
The Asset Allocation Portfolio, as a shareholder in the Portfolios of the Fund,
will indirectly bear its proportionate share of any management fees and other
expenses paid by the Portfolios of the Fund. These fees and expenses, which are
embedded in the prices of the Portfolios of the Fund shares purchased by The
Asset Allocation Portfolio, are in addition to the fees and expenses of The
Asset Allocation Portfolio shown above. The average aggregate total operating
expenses of the Portfolios of the Fund (including any voluntary expense caps)
are estimated to be 0.73%, based on the actual operating expenses of the
Portfolios of the Fund for the most recent fiscal year and the following static
asset allocation assumptions: The Mid-Cap Growth Equity Portfolio - 25%; The
Large-Cap Value Equity Portfolio - 25%; The International Equity Portfolio -
15%; The High-Yield Bond Portfolio - 10%; and The Aggregate Fixed Income
Portfolio - 25%. Actual expenses will differ depending on the actual asset
allocations among the Portfolios of the Fund in effect from time to time.
-81-
<PAGE>
ADDITIONAL INVESTMENT INFORMATION
The Portfolios may invest in a broad selection of securities consistent with
their respective investment objective and policies. The following chart gives a
brief description of the securities that the Portfolios 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
Portfolios.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------- ------------------------------------------------------------------
Securities How we use them
- ----------------------------------------------------------------- ------------------------------------------------------------------
<S> <C>
Common Stocks: Securities that represent shares of Consistent with their respective investment objective,
ownership in a corporation. Stockholders participate in certain Portfolios will invest assets in common stocks,
the corporation's profits and losses, proportionate to the some of which will be dividend paying stocks.
number of shares they own.
</TABLE>
-82-
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------- ------------------------------------------------------------------
Securities How we use them
- ----------------------------------------------------------------- ------------------------------------------------------------------
<S> <C>
Corporate Bonds: Debt obligations issued by a corporation. The Balanced, The Intermediate Fixed Income and The Aggregate
Fixed Income Portfolios may invest in bonds rated in one of the
four highest categories by an NRSRO (or deemed equivalent). The
Global Fixed Income Portfolio may invest in debt obligations of
foreign and U.S. companies which are generally rated A or better
by S&P or Moody's or, if unrated, are deemed to be of comparable
quality. The International Fixed Income Portfolio may invest in
debt obligations of foreign companies which are generally rated A
or better by S&P or Moody's or deemed to be of comparable quality.
The High-Yield Bond Portfolio may invest at least 80% of its
assets in corporate bonds that may be rated B- or higher by S&P
or B3 by Moody's, or that may be unrated. The Diversified Core
Fixed Income Portfolio may invest in bonds rated in one of the
four highest rating categories for its U.S. Investment Grade
Sector, and it may invest in bonds rated BB or lower by S&P and
Ba or lower by Moody's for its U.S. High-Yield Sector and
International Sector. Up to 35% of The Emerging Markets
Portfolio's net assets may be invested in fixed-income securities
issued by emerging country companies. The Small-Cap Growth Equity
Portfolio may invest up to 35% of its assets in debt securities,
all of which must be within the four highest grades assigned by
an NRSO or deemed to be of comparable quality. The Small-Cap
Value Equity Portfolio may invest up to 25% of its net assets in
corporate bonds rated below B when the Portfolio's manager
believes that capital appreciation from those securities is
likely. Debt securities may be acquired by The Mid-Cap Value
Equity, The Core Equity, The International Small-Cap and The
Asset Allocation Portfolios and those securities may be rated
below investment grade or, unrated. In the case of The Core
Equity Portfolio, investments in such securities that are rated
below investment grade or unrated will be limited to no more than
5% of its assets. The Global Equity Portfolio may invest up to
35% of its assets in corporate debt obligations rated in one of
the top two rating categories, or, if unrated, deemed to be of
comparable quality. The International Small-Cap Portfolio may
invest up to 15% of its net assets in fixed-income securities
some or all of which may be below investment grade, or unrated.
The International Equity and The Labor Select International
Equity Portfolios may invest up to 15% of their assets in foreign
debt instruments when suitable equity investments are not
available. The Equity Income Portfolio may invest up to 15% of
net assets in bonds rated below investment grade by an NRSO,
typically there are rated B or BB. The Balanced Portfolio may
invest in Yankee and Euro Bonds.
- ----------------------------------------------------------------- ------------------------------------------------------------------
</TABLE>
-83-
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------- ------------------------------------------------------------------
Securities How we use them
- ----------------------------------------------------------------- ------------------------------------------------------------------
<S> <C>
Convertible Securities: Usually preferred stocks or The Balanced, The Equity Income, The Select Equity,
corporate bonds that can be exchanged for a set The Mid-Cap Value Equity, The Small-Cap Value Equity,
number of shares of common stock at a predetermined The Small-Cap Growth Equity, The Core Equity, The High-
price. These securities offer higher appreciation Yield Bond, The International Small-Cap and The Asset Allocation
potential than nonconvertible bonds and greater income Portfolios may invest a portion of their assets in convertible
potential than nonconvertible preferred stocks. securities in any industry, and The Real Estate Investment Trust
Portfolios' assets may be invested in convertible securities of
issuers in the real estate industry. Convertible securities
acquired by The Mid-Cap Value Equity, The Small-Cap Value
Equity, The Real Estate Investment Trust, The High-Yield Bond, The
International Small-Cap and The Asset Allocation Portfolios and,
as to no more than 5% of net assets, The Core Equity and
The Balanced Portfolios may be rated below investment
grade, or unrated. The Mid-Cap Value Equity, The Real
Estate Investment Trust, The High-Yield Bond, The Emerging
Markets, The International Small-Cap and The Asset Allocation
Portfolios may invest in convertible preferred stocks that offer
various yield, dividend or other enhancements. Such
enhanced convertible preferred securities include
instruments like PERCS (Preferred Equity Redemption
Cumulation Stock), PRIDES (Preferred Redeemable
Increased Dividend Equity Securities) and DECS (Dividend
Enhanced Convertible Securities).
- ----------------------------------------------------------------- ------------------------------------------------------------------
Mortgage-Backed Securities: Fixed-income securities that The Aggregate Fixed Income, The Diversified Core Fixed Income,
represent pools of mortgages, with investors receiving The Intermediate Fixed Income, The Real Estate Investment Trust,
principal and interest payments as the underlying mortgage The Global Fixed Income, The Asset Allocation, The Core Equity,
loans are paid back. Many are issued and guaranteed against The Balanced and The Select Equity Portfolios may
default by the U.S. government or its agencies or invest in mortgage-backed securities issued or guaranteed by the
instrumentalities, such as the Federal Home Loan Mortgage U.S. government, its agencies or instrumentalities or by
Corporation, the Fannie Mae and the Government National government sponsored corporations. For the Aggregate Fixed Income
Mortgage Association. Others are issued by private financial and The Intermediate Fixed Income Portfolio, all securities will
institutions, with some fully collateralized by certificates be rated investment grade at the time of purchase.
issued or guaranteed by the government or its agencies or
instrumentalities.
- ----------------------------------------------------------------- ------------------------------------------------------------------
</TABLE>
-84-
<PAGE>
<TABLE>
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Securities How we use them
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Collateralized Mortgage Obligations (CMOs) and Real Estate The Aggregate Fixed Income, The Diversified Core Fixed
Mortgage Investment Conduits (REMICs): CMOs are privately Income, The Intermediate Fixed Income, The Real Estate
issued mortgage-backed bonds whose underlying value is the Investment Trust, The Global Fixed Income, The Asset
mortgages that are collected into different pools according to Allocation, The Balanced and The Core Equity Portfolios may
their maturity. They are issued by U.S. government agencies and invest in CMOs and REMICs. Certain CMOs and REMICs may have
private issuers. REMICs are privately issued mortgage-backed variable or floating interest rates and others may be
bonds whose underlying value is a fixed pool of mortgages stripped. Stripped mortgage securities are generally
secured by an interest in real property. Like CMOs, REMICs considered illiquid and to such extent, together with any
offer different pools. other illiquid investments, will not exceed 10% of a
Portfolio's net assets. In addition, subject to certain
quality and collateral limitations, The Intermediate Fixed
Income, The Aggregate Fixed Income, The Diversified Core
Fixed Income and The Asset Allocation Portfolios may each
invest up to 20% of its total assets in CMOs and REMICs
issued by private entities which are not collateralized by
securities issued or guaranteed by the U.S. government, its
agencies or instrumentalities, so called non-agency mortgage
backed securities. The Balanced Portfolio may invest up to
20% of net assets in CMOs or REMICs rated at the time of
purchase in one of the four highest categories by an NRSO,
whether or not the securities are 100% collateralized.
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Asset-Backed Securities: Bonds or notes backed by accounts The Intermediate Fixed Income, The Aggregate Fixed Income, The
receivables, including home equity, automobile or credit loans. Diversified Core Fixed Income, The Asset Allocation, The Balanced
and The Core Equity Portfolios may invest in asset-backed
securities rated in one of the four highest rating
categories by a NRSRO (e.g., BBB by S&P or Baa by Moody's).
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Real Estate Investment Trusts (REITs): REITs are pooled The Real Estate Investment Trust Portfolios may invest without
investment vehicles which invest primarily in income-producing limitation in shares of REITs. The Balanced, The Core Equity, The
real estate or real estate related loans or interests. REITs Small-Cap Value Equity and The Asset Allocation Portfolios may
are generally classified as equity REITs, mortgage REITs or a also invest in REITs consistent with their investment objective
combination of equity and mortgage REITs. Equity REITs invest and policies.
the majority of their assets directly in real property and
derive income primarily from the collection of rents. Equity
REITs can also realize capital gains by selling properties that
have appreciated in value. Mortgage REITs invest the majority
of their assets in real estate mortgages and derive income from
the collection of interest payments.
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Securities How we use them
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U.S. Government Securities: U.S. Treasury securities are backed For those Portfolios that invest in U.S. government securities
by the "full faith and credit" of the United States. Securities for temporary purposes and otherwise, these securities are issued
issued or guaranteed by federal agencies and U.S. government or guaranteed as to the payment of principal and interest by the
sponsored instrumentalities may or may not be backed by the U.S. government, and by various agencies or instrumentalities
"full faith and credit" of the United States. In the case of which have been established or sponsored by the U.S. government.
securities not backed by the "full faith and credit" of the
United States, investors in such securities look principally
to the agency or instrumentality issuing or guaranteeing the
obligation for ultimate repayment.
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Foreign Government Securities: Debt issued by a government The Global Fixed Income and The International Fixed Income
other than the United States or by an agency, ihnstrumentality Portfolios may invest in foreign government securities rated in
or political subdivision of such governments. one of the top two rating categories or, if unrated, be deemed to
be of comparable quality.
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Repurchase Agreements: An agreement between a buyer and seller While each Portfolio is permitted to do so, it normally does not
of securities in which the seller agrees to buy the securities invest in repurchase agreements except to invest cash balances or
back within a specified time at the same price the buyer paid for temporary defensive purposes. Not more than 10% of a
for them, plus an amount equal to an agreed upon interest rate. Portfolio's assets may be invested in repurchase agreements
Repurchase agreements are often viewed as equivalent to cash. having a maturity in excess of seven days.
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Restricted Securities: Privately placed securities whose resale Each Portfolio may invest in restricted securities, including
is restricted under securities law. securities eligible for resale without registration pursuant to
Rule 144A under the Securities act of 1933. To the extent
restricted securities are illiquid, a Portfolio will limit
its investments in them in accordance with its policy
concerning illiquid securities. See "Illiquid Securities"
below.
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Illiquid Securities: Securities that do not have a ready Each Portfolio may invest no more than 10% of the value of its
market, and cannot be easily sold, if at all, at approximately net assets in illiquid securities, with the exception of The
the price that the Fund has valued them. Illiquid securities Diversified Core Fixed Income, The Aggregate Fixed Income, The
include repurchase agreements maturing in more than seven days. Mid-Cap Value Equity, The Small-Cap Value Equity, The Labor
Select International Equity, The Real Estate Investment
Trust, The High-Yield Bond, The International Fixed Income,
The Global Equity, The Emerging Markets, The International
Small-Cap, The Asset Allocation, The Small-Cap Growth
Equity, The Balanced, The Equity Income, The Select Equity
and The Core Equity Portfolios each of which may invest no
more than 15% of the value of its net assets in illiquid
securities.
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Short-Term Debt Investments: These instruments include (i) time Each Portfolio may invest in these instruments either as a means
deposits, certificates of deposit and bankers acceptances to achieve its investment objective or, more commonly, as
issued by a U.S. commercial bank; (ii) commercial paper of the temporary defensive investments or pending investment in the
highest quality rating; (iii) short-term debt obligations with Portfolio's principal investment securities.
the highest quality rating; (iv) U.S. government securities;
and (v) repurchase agreements collateralized by those
instruments.
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Securities How we use them
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Time Deposits: Time deposits are non-negotiable deposits Time deposits maturing in more than seven days will not be
maintained in a banking institution for a specified period of purchased by any of the following Portfolios, and time deposits
time at a stated interest rate. maturing from two business days through seven calendar days will
not exceed 10% of the total assets of The Large-Cap Value
Equity, The Mid-Cap Growth Equity, The International Equity,
The Global Fixed Income and The International Fixed Income
Portfolios; and 15% of the total assets of The Mid-Cap Value
Equity, The Small-Cap Value Equity, The Diversified Core
Fixed Income, The Labor Select International Equity, The
International Small-Cap, The Real Estate Investment
Trust, The Global Equity, The Emerging Markets, The
High-Yield Bond, The Asset Allocation, The Small-Cap Growth
Equity and The Core Equity Portfolios.
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When-Issued and Delayed-Delivery Securities: In these Each Portfolio may purchase securities on a when-issued or
transactions instruments are purchased with payment and delayed delivery basis. The Portfolios may not enter into
delivery taking place in the future in order to secure what is when-issued commitments exceeding in the aggregate 15% of the
considered to be an advantageous yield or price at the time of market value of the Portfolio's total assets less liabilities
the transaction. The payment obligations and the interest rates other than the obligations created by these commitments. Each
that will be received are each fixed at the time a Portfolio Portfolio will maintain with the Custodian Bank a separate
enters into the commitment and no interest accrues to the account with a segregated portfolio of securities in an amount at
Portfolio until settlement. Thus, it is possible that the least equal to these commitments.
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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Securities Lending: These transactions involve the loan of Each Portfolio may loan up to 25% of its assets to qualified
securities owned by the Fund to qualified dealers and investors brokers/dealers or institutional investors. These transactions
for their use relating to short-sales or other securities will generate additional income for the Portfolios.
transactions.
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Investment Company Securities The Emerging Markets Portfolio, The Global Equity Portfolio, The
International Small-Cap, The Diversified Core Fixed Income
Portfolio, The Asset Allocation Portfolio, The Small-Cap Growth
Equity Portfolio and The Core Equity Portfolio may invest in
either closed-end or open-end investment companies consistent
with the 1940 Act requirements. These investments involve an
indirect payment of a portion of the expenses, including advisory
fees, of such other investment companies.
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Securities How we use them
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Borrowing From Banks Each Portfolio may borrow money as a temporary measure or to
facilitate redemptions. No Portfolio has the intention of
increasing its net income through borrowing.
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Zero Coupon and Pay-In-Kind Bonds: Zero coupon bonds are debt The Emerging Markets Portfolio may invest up to 35% of its net
obligations which do not entitle the holder to any periodic assets in fixed-income securities, including zero-coupon bonds.
payments of interest prior to maturity or a specified date when The High-Yield Bond Portfolio may also purchase zero-coupon bonds
the securities begin paying current interest, and therefore are and PIK bonds, although it generally does not purchase a
issued and traded at a discount from their face amounts or par substantial amount of these bonds. The Diversified Core Fixed
value. Pay-in-kind ("PIK") bonds pay interest through the Income Portfolio may also purchase these securities consistent
issuance to holders of additional securities. with its investment objective.
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American Depositary Receipts (ADRs), European Depositary Receipts The Balanced, The Equity Income, The Select Equity, The Small-Cap
(EDRs), and Global Depositary Receipts (GDRs): ADRs are receipts Growth Equity, The Core Equity, The Large-Cap Value Equity, The
issued by a U.S. depositary (usually a U.S. bank) and EDRs and International Equity, The Mid-Cap Value Equity Portfolio, The
GDRs are receipts issued by a depositary outside of the U.S. Small-Cap Value Equity, The Real Estate Investment Trust, The
(usually a non-U.S. bank or trust company or a foreign branch Diversified Core Fixed Income, The Global Fixed Income, The
of a U.S. bank). Depositary receipts represent an ownership International Fixed Income, The Global Equity, The Emerging
interest in an underlying security that is held by the Markets, The International Small-Cap and The Asset
depositary. Generally, the underlying security represented by Allocation Portfolios may invest in sponsored and unsponsored
an ADR is issued by a foreign issuer and the underlying ADRs that are actively traded in the United States.
security represented by an EDR or GDR may be issued by a foreign In conjunction with their investments in foreign securities, The
or U.S. issuer. Sponsored depositary receipts are issued jointly Global Fixed Income, The International Fixed Income and The Asset
by the issuer of the underlying security and the depositary, Allocation Portfolios may invest in sponsored and unsponsored
and unsponsored depositary receipts are issued by the EDRs, and The Equity Income, The Select Equity, The International
depositary without the participation of the issuer of the Equity, The Global Equity, The Emerging Markets, The
underlying security. Generally, the holder of the depositary International Small Cap Value, The Diversified Core Fixed Income
receipt is entitled to all payments of interest, dividends or and The Asset Allocation Portfolios may also invest in sponsored
capital gains that are made on the underlying security. and unsponsored EDRs and GDRs. In addition, The Small-Cap Growth
Equity Portfolio may invest in sponsored and unsponsored GDRs
subject to its 10% limit on investments in foreign securities.
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Brady Bonds: These are debt securities issued under the The Global Fixed Income, The International Fixed Income, The
framework of the Brady Plan, an initiative announced by the Diversified Core Fixed Income, The Emerging Markets and The Asset
U.S. Treasury Secretary Nicholas F. Brady in 1989, as a Allocation Portfolios may invest in Brady Bonds consistent with
mechanism for debtor nations to restructure their outstanding their respective investment objectives. We believe that economic
external indebtedness (generally, commercial bank debt). reforms undertaken by countries in connection with the issuance
of Brady Bonds may make the debt of countries which have issued
or have announced plans to issue Brady Bonds an attractive
opportunity for investment.
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Securities How we use them
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Futures and Options: A futures contract is a bilateral The Balanced, The Equity Income, The Select Equity, The Mid-Cap
agreement providing for the purchase and sale of a specified Growth Equity, The Real Estate Investment Trust, The Diversified
type and amount of a financial instrument, or for the making Core Fixed Income, The Emerging Markets, The Global Equity, The
and acceptance of a cash settlement, at a stated time in the Asset Allocation, The Small-Cap Growth Equity, The Mid-Cap Value
future for a fixed price. A call option is a short-term Equity, The Small-Cap Value Equity and The Core Equity Portfolios
contract pursuant to which the purchaser of the call option, in may invest in futures, options and closing transactions related
return for the premium paid, has the right to buy the security thereto. These activities will not be entered into for speculative
or other financial instrument underlying the option at a purposes, but rather for hedging purposes and to facilitate the
specified exercise price at any time during the term of the ability to quickly deploy into the stock market the Portfolio's
option. A put option is a similar contract which gives the cash, short-term debt securities and other money market
purchaser of the put option, in return for a premium, the right instruments at times when the Portfolio's assets are not fully
to sell the underlying security or other financial instrument invested in equity securities. A Portfolio may only enter into
at a specified price during the term of the option. these transactions for hedging purposes if it is consistent with
its respective investment objective and policies. A
Portfolio may not engage in such transactions to the extent
that obligations resulting from these activities in the
aggregate exceed 25% of the Portfolio's assets. In addition,
The International Fixed Income, The Global Equity, The Emerging
Markets, The Diversified Core Fixed Income and The Asset
Allocation Portfolios may enter into futures contracts, purchase
or sell options on futures contracts, and trade in options on
foreign currencies, and may enter into closing transactions with
respect to such activities to hedge or "cross hedge" the currency
risks associated with its investments. Generally, foreign
currencies futures contracts operate similarly to futures
contracts concerning securities, and options on foreign
currencies operate similarly to options on securities. See also
"Foreign Currency Transactions" below.
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Foreign Currency Transactions: Several Portfolios will invest Although The International Equity, The Labor Select International
in securities of foreign issuers and may hold foreign currency. Equity, The Real Estate Investment Trust, The Diversified Core
In addition, several Portfolios may enter into contracts to Fixed Income, The Global Fixed Income, The International Fixed
purchase or sell foreign currencies at a future date (i.e., a Income, The Global Equity, The Emerging Markets, The
"forward foreign currency" contract or "forward" contract). A International Small-Cap, The Asset Allocation, The
forward contract involves an obligation to purchase or sell a Small-Cap Value Equity, The Small-Cap Growth Equity and The Core
specific currency at a future date, which may be any fixed Equity Portfolios value their assets daily in terms of U.S.
number of days from the date of the contract, agreed upon by dollars, they do not intend to convert their holdings of foreign
the parties, at a price set at the time of the contract. A currencies into U.S. dollars on a daily basis. A Portfolio may,
Portfolio may enter into forward contracts to "lock-in" the however, from time to time, purchase or sell foreign currencies
price of a security it has agreed to purchase or sell, in terms and/or engage in forward foreign currency transactions in order
of U.S. dollars or other currencies in which the transaction to expedite settlement of Portfolio transactions and to minimize
will be consummated. currency value fluctuations.
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RISK FACTORS
An investment in the Portfolios 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 Portfolios. Please see the Statement of
Additional Information for additional descriptions and risk information.
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Risks How we strive to manage them
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Market risk is the risk that all or a majority of the We maintain a long-term approach and focus on securities that we
securities in a certain market-like stock or bond the believe can continue to provide returns over an extended period
market-will decline in value because of factors such as of time regardless of interim market fluctuations. We do not try e
conomic conditions, future expectations or investor to predict overall market movements and do not try to trade for
confidence. short-term purposes.
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Industry and security risk is the risk that the value of The Real Estate Investment Trust Portfolios concentrate their
securities in a particular industry or the value of an investments in the real estate industry. As a consequence, the net
individual stock or bond will decline because of changing asset value of each Portfolio can be expected to fluctuate in light
expectations for the performance of that industry or for the of the factors affecting that industry, and may fluctuate more
individual company issuing the stock or bond. widely than a portfolio that invests in a broader range of
industries. Each Portfolio may be more susceptible to any single
economic, political or regulatory occurrence affecting the real
estate industry.
Although The Select Equity Portfolio will not invest more than 25%
of its net assets in any one industry, it may from time to time,
invest up to that amount in any one industry, and may also, from
time to time, be highly concentrated in closely related industries.
As a result, the Portfolio may be more susceptible to any single
economic, political or regulatory occurrence affecting a particular
industry or closely related industries.
With the exception of The Real Estate Investment Trust Portfolios,
we limit the amount of each Portfolio's assets invested in any one
industry, as is consistent with that Portfolio's investment
objective. To seek to reduce these risks for all Portfolios, we
limit investments in any individual security and we follow a
rigorous selection process before choosing securities for the
Portfolios.
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Risks How we strive to manage them
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Interest rate risk is the risk that securities, particularly The Portfolios, especially those that invest significantly in
bonds with longer maturities, will decrease in value if fixed-income securities, are subject to various interest rate risks
interest rates rise and increase in value if interest rates depending upon their investment objectives and policies. We cannot
fall. However, investments in equity securities issued by eliminate that risk, but we try address it by monitoring
small and medium sized companies which often borrow money to economic conditions, especially interest rate trends and their
finance operations, may also be adversely affected by rising potential impact on the Portfolios. The Portfolios do not try to
interest rates. increase returns on their investments in debt securities by
predicting and aggressively capitalizing on interest rate
movements. The Intermediate Fixed Income and the Aggregate Fixed
Income Portfolios seek to maintain as the core of their investment
portfolios, short and intermediate-term debt securities (under 10
years). The Global Fixed Income and The Intermediate Fixed Income
Portfolios anticipate that average weighted maturity will be in the
five-to-ten year range, with a possible shift beyond ten years in a
declining interest rate environment and a possible shortening below
five years in a rising interest rate environment.
The High-Yield Bond Portfolio, by investing primarily in unrated
corporate bonds and bonds rated B- or higher by S&P or B3 or
higher by Moody's, or unrated bonds, are subject to interest rate
risks. See "Lower Rated Fixed-Income Securities" below. The Real
Estate Investment Trust Portfolios, by investing primarily in
securities of real estate investment trusts, and the other
Portfolios that invest in those securities to a lesser degree, are
subject to interest rate risk, in that as interest rates decline,
the value of each Portfolio's investments in real estate investment
trusts can be expected to rise. Conversely, when interest rates
rise, the value of each Portfolio's investments in real estate
investment trusts holding fixed rate obligations can be expected to
decline. However, lower interest rates tend to increase the level of
refinancing, which can hurt returns on REITS that hold fixed-income
obligations.
The Mid-Cap Value Equity, The Mid-Cap Growth Equity, The Small-Cap
Value Equity, The Small-Cap Growth Equity and The International
Small-Cap Portfolios and, to a lesser extent, The Select Equity
Portfolio, invest in small or mid-cap companies and we seek to
address the potential interest rate risks by analyzing each
company's financial situation and its cash flow to determine the
company's ability to finance future expansion and operations. The
potential impact that rising interest rates might have on a stock
is taken into consideration before a stock is purchased.
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Risks How we strive to manage them
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Foreign risk is the risk that foreign securities may be The International Equity, The Labor Select International Equity,
adversely affected by political instability, changes in The Global Fixed Income, The International Fixed Income, The Global
currency exchange rates, foreign economic conditions or Equity, The Emerging Markets and The International Small-Cap
inadequate regulatory and accounting standards. In addition, Portfolios will invest in securities of foreign issuers, which
there is the possibility of expropriation, nationalization normally are denominated in foreign currencies, and may hold foreign
or confiscatory taxation, taxation of income earned in currencies directly. The Core Equity Portfolio may invest up to 5%
foreign nations or other taxes imposed with respect to of its assets; The Real Estate Investment Trust, The High-Yield Bond
investments in foreign nations, foreign exchange controls, and The Small-Cap Growth Equity Portfolios may invest up to 10% of
which may include suspension of the ability to transfer their respective total assets; The Diversified Core Fixed Income
currency from a given country, and default in foreign Portfolio may invest up to 20% of its total assets; and The
government securities. Small-Cap Value Equity may invest up to 25% of its assets in
foreign securities. Investments in securities of non-United States
issuers involve certain risk and opportunity considerations not
typically associated with investing in United States companies. The
Balanced, The Equity Income and The Select Equity Portfolios
typically invest only a small portion of their assets in foreign
securities, usually through depositary receipts denominated in U.S.
dollars and traded on a U.S. exchange.
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Currency risk is the risk that the value of an investment The Portfolios described above that are subject to foreign risk
may be negatively affected by changes in currency rates and changes in may be affected by control foreign currency exchange
exchange rates. Adverse changes in exchange rates may reduce regulations and may incur costs in connection with conversions
or eliminate any gains produced by investment that are between currencies. To hedge this currency risk associated with
denominated in foreign currencies and may increase losses. investments in non-U.S. dollar denominated securities, a Portfolio
may invest in forward foreign currency contracts. Those activities
pose special risks which do not typically arise in connection with
investments in U.S. securities. In addition, The Real Estate
Investment Trust, The International Fixed Income, The Global
Equity, The Diversified Core Fixed Income, and The Emerging Markets
Portfolio Portfolios may engage in foreign currency options and
futures transactions.
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Risks How we strive to manage them
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Emerging Markets risk is the possibility that the risks The Emerging Markets Portfolio focuses its investments on companies
associated with international investing will be greater in in these markets and The International Equity, The Labor Select
emerging markets than in more developed foreign markets International Equity, The Global Equity, The Global Fixed Income,
because, among other things, emerging markets may have less The International Fixed Income, and The High-Yield Bond Portfolios
stable political and economic environments. In addition, in may invest a portion of their assets in securities of issuers
many emerging markets, there is substantially less publicly located in emerging markets. The Portfolios cannot eliminate these
available information about issuers and the information that risks but will attempt to reduce these risks through portfolio
is available tends to be of a lesser quality. Economic diversification, credit analysis, and attention to trends in the
markets and structures tend to be less mature and diverse economy, industries and financial markets and other relevant
and the securities markets which are subject to less factors.
government regulation or supervision may also be smaller,
less liquid and subject to greater price volatility.
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Lower Rated Fixed-Income Securities (high yield, high risk The International Fixed Income, The Global Fixed Income, and The
securities) while generally having higher yields, are Asset Allocation Portfolios may invest up to 5%, 5%, and 55%,
subject to reduced creditworthiness of issuers, increased respectively, of its assets in high risk, high-yield fixed-income
risks of default and a more limited and less liquid securities of foreign governments including, with specified
secondary market than higher rated securities. These limitations, Brady Bonds. The High-Yield Bond Portfolio invests
securities are subject to greater volatility and risk of primarily in lower-rated fixed-income securities in an effort to
loss of income and principal than are higher rated attain higher yields, and this is a primary risk of investing in
securities. Lower rated and unrated fixed-income securities this Portfolio. The Diversified Core Fixed Income Portfolio, which
tend to reflect short-term corporate and market developments may invest in lower rated fixed income securities, will limit its
to a greater extent than higher rated fixed-income investments in such securities to 30% of its total assets. The
securities, which react primarily to fluctuations in the Emerging Markets Portfolio may invest up to 35% of its assets and
general level of interest rates. Fixed-income securities of The International Small-Cap Portfolio may invest up to 15% of its
this type are considered to be of poor standing and net assets in high-yield, high risk fixed-income securities, includ-
primarily speculative. Such securities are subject to a ing Brady Bonds. See "Emerging Markets Risk" above. The Small-Cap
substantial degree of credit risk. Value Equity may invest up to 25% of its net assets in high-yield,
high risk securities rated below B when the Portfolio's manager
believes that capital appreciation from those securities is likely.
The Equity Income Portfolio may invest up to 15% of net assets in
high yield, high risk securities rated BB or B by an NRSO or, if
unrated, deemed to be of equivalent quality. Portfolios will
attempt to reduce these risks through portfolio diversification,
credit analysis, and attention to trends in the economy, industries
and financial markets.
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Liquidity risk is the possibility that securities cannot be We limit exposure to illiquid securities.
readily sold, or can only be sold at a price significantly
lower than their broadly recognized value.
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Risks How we strive to manage them
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Futures Contracts, Options on Futures Contracts, Forward The Mid-Cap Growth Equity, The Mid-Cap Value Equity, The Small-Cap
Contracts, and Certain Options used as investments for Value Equity, The Real Estate Investment Trust, The Small-Cap
hedging and other non-speculative purposes involve certain Growth Equity, The Balanced, The Equity Income, The Select Equity,
risks. For example, a lack of correlation between price The Core Equity, The Global Equity, The Diversified Core Fixed
changes of an option or futures contract and the assets Income, The Emerging Markets, [The International Small-Cap Value]
being hedged could render a Portfolio's hedging strategy and The Asset Allocation Portfolios may use certain options
unsuccessful and could result in losses. The same results strategies or may use futures contracts and options on futures
could occur if movements of foreign currencies do not contracts. The Portfolios will not enter into futures contracts and
correlate as expected by the investment adviser at a time options thereon to the extent that more than 5% of a Portfolio's
when a Portfolio is using a hedging instrument denominated assets are required as futures contract margin deposits and
in one foreign currency to protect the value of a security premiums on options and only to the extent that obligations under
denominated in a second foreign currency against changes such futures contracts and options thereon would not exceed 20% of
caused by fluctuations in the exchange rate for the dollar the Portfolio's total assets.
and the second currency. If the direction of securities
prices, interest rates or foreign currency prices is See also "Foreign Risk" and "Currency Risk" above.
incorrectly predicted, the Portfolio will be in a worse
position than if such transactions had not been entered
into. In addition, since there can be no assurance that a
liquid secondary market will exist for any contract
purchased or sold, a Portfolio may be required to maintain a
position (and in the case of written options may be required
to continue to hold the securities used as cover) until
exercise or expiration, which could result in losses.
Further, options and futures contracts on foreign
currencies, and forward contracts, entail particular risks
related to conditions affecting the underlying currency.
Over-the-counter transactions in options and forward
contracts also involve risks arising from the lack of an
organized exchange trading environment.
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Zero Coupon and Pay-In-Kind Bonds are generally considered Those Portfolios that invest in zero-coupon and pay-in-kind bonds
to be more interest sensitive than income bearing bonds, to will do so to the extent they are consistent with the Portfolio's
be more speculative than interest-bearing bonds, and to have investment objective.
certain tax consequences which could, under certain
circumstances be adverse to a Portfolio. For example, the
Portfolio accrues, and is required to distribute to
shareholders income on its zero coupon bonds. However, the
Portfolio may not receive the cash associated with this
income until the bonds are sold or mature. If the Portfolio
does not have sufficient cash to make the required
distribution of accrued income, the Portfolio could be
required to sell other securities in its portfolio or to
borrow to generate the cash required.
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Risks How we strive to manage them
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Portfolio Turnover rates reflect the amount of securities The Select Equity, The Intermediate Fixed Income, The Aggregate
that are replaced from the beginning of the year to the end Fixed Income, The Global Fixed Income, The International Fixed
of the year by a Portfolio. The degree of portfolio activity Income and The Diversified Core Fixed Income Portfolios will
may affect brokerage costs and other transaction costs of a normally experience annual portfolio turnover rates exceeding 100%,
Portfolio, as well as taxes payable by Portfolios' but those rates are not expected to exceed, 300% with respect to
shareholders that are subject to federal income tax. The Select Equity Portfolio, 250% with respect to The Intermediate
Fixed Income, The Aggregate Fixed Income and The Diversified Core
Fixed Income Portfolios and 200% with respect to The Global Fixed
Income and The International Fixed Income Portfolios.
- ------------------------------------------------------------------------------------------------------------------------------------
Company size risk is the risk that small or medium size The Select Equity, The Mid-Cap Value Equity, The Mid-Cap Growth
companies may be more volatile than larger companies because Equity, The Small-Cap Value Equity, The Small-Cap Growth Equity and
of limited financial resources or dependence on narrow The International Small-Cap Portfolios maintain a
product lines. well-diversified portfolio, select stocks carefully and monitor
them continuously in an effort to manage this risk.
- ------------------------------------------------------------------------------------------------------------------------------------
Prepayment risk is the risk that homeowners will prepay The Portfolios that invest in Mortgage-Backed Securities,
mortgages during periods of low interest rates, forcing an Collateralized Mortgage Obligations (CMOs) and Real Estate Mortgage
investor to reinvest money at interest rates that might not Investment Conduits (REMICS) under "Additional Investment
be lower than those on the prepaid mortgage. Information-How we use them" take into consideration the likelihood
of prepayment when mortgages are selected. The Portfolios may look
for mortgage securities that have characteristics that make them
less likely to be prepaid, such as low outstanding loan balances or
below-market interest rates.
- ------------------------------------------------------------------------------------------------------------------------------------
Real Estate Industry risk include among others: possible The Real Estate Investment Trust Portfolios operate as
declines in the value of real estate; risks related to "non-diversified" funds as defined by the 1940 Act. Since each
general and local economic conditions; possible lack of Portfolio invests principally in REITS it is more subject to the
availability of mortgage funds; overbuilding; extended risks associated with the real estate industry. Investors should
vacancies of properties; increases in competition; property carefully consider these risks before investing in the Portfolio.
taxes and operating expenses; changes in zoning laws; costs To the extent The Asset Allocation, The Select Equity, The Core
resulting from the clean-up of, and liability to third Equity and The Small-Cap Value Equity Portfolios invest in REITs,
parties resulting from, environmental problems; casualty for those Portfolios, although to a lesser degree than The Real Estate
condemnation losses; uninsured damages from floods, Investment Trust Portfolios, are subject to the same risks.
earthquakes or other natural disasters; limitations on and
variations in rents; and changes in interest rates. REITS
are subject to substantial cash flow dependency, defaults by
borrowers, self-liquidation, and the risk of failing to
qualify for tax-free pass-through of income under the
Internal Revenue Code of 1986, as amended and/or to maintain
exemptions from the 1940 Act.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
-95-
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Risks How we strive to manage them
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Non-Diversified Portfolios are believed to be subject to The Real Estate Investment Trust, The Global Fixed Income, The
greater risks because adverse effects on their security International Fixed Income, The Emerging Markets, The Select Equity
holdings may affect a larger portion of their overall and The Asset Allocation Portfolios will not be diversified under
assets. the 1940 Act. This means these Portfolios may invest in securities
of any one issuer in an amount greater than 5% of the Portfolio's
total assets. However, each Portfolio will satisfy the Internal
Revenue Code's diversification requirement, which requires that 50%
of the Portfolio's assets be represented by cash, cash items,
certain qualifying securities and other securities limited in
respect of any one issuer to an amount not greater than 5% of the
Portfolio's total assets.
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</TABLE>
Year 2000
As with other mutual funds, financial and business organizations and individuals
around the world, each 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
any of the Portfolios. The Year 2000 Problem may also adversely affect the
issuers of securities in which each Portfolio invests. The portfolio
managers and investment professionals of each Portfolio consider Year 2000
compliance 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.
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<PAGE>
Management of the Fund
Directors
The business and affairs of the Fund and its Portfolios are managed under the
direction of the Fund's Board of Directors. The business and affairs of
Foundation Funds and its series, The Asset Allocation Portfolio, are managed
under the direction of Foundation Funds' Board of Trustees. See the Fund's
Statement of Additional Information for additional information about the Fund's
and Foundation Funds' officers and directors/trustees.
Fund Officers and Portfolio Managers
Jeffrey J. Nick
President, Chief Executive Officer and Chairman
Mr. Nick is a graduate of Princeton University with a BA in English Literature.
While pursuing his baccalaureate degree from Princeton, Mr. Nick had the
opportunity to study in Germany at Bonn University. This was followed by studies
at the University of Chicago, which led to an MBA in Finance and Marketing. Mr.
Nick joined Lincoln National Corporation in its US headquarters in 1989 as
Senior Vice President responsible for corporate planning and development for
Lincoln National Corporation. He held this position until 1992. From 1992 to
1996, Mr. Nick was Managing Director of Lincoln National UK Plc. Before joining
Lincoln, his career included assignments in management consultancy (with Arthur
D. Little, Inc.) and merchant banking (Chase Investment Bank). Mr. Nick is
President, Chief Executive Officer, Chairman and Director of the Delaware
Investments funds; President, Chief Executive Officer and Director of Delaware
Management Holdings, Inc. and Lincoln National Investment Companies, Inc.; and
Chairman, Chief Executive Officer and Director of Delaware Management Company
and Delaware International Advisers Ltd.
David G. Tilles
Managing Director and Chief Investment Officer - Delaware International Advisers
Ltd.
Mr. Tilles was educated at the Sorbonne, Warwick University and Heidelberg
University. Prior to joining Delaware in 1990 as Managing Director and Chief
Investment Officer of Delaware International Advisers Ltd., he spent 16 years
with Hill Samuel Investment Management Group in London, serving in a number of
investment capacities. His most recent position prior to joining Delaware was
Chief Investment Officer of Hill Samuel Investment Management Ltd.
George E. Deming
Vice President/Senior Portfolio Manager - The Large-Cap Value Equity Portfolio
Mr. Deming received his BA in Economics and Political Science from the
University of Vermont and an MA in International Affairs from the University of
Pennsylvania. Prior to joining Delaware Investments in 1978, he was responsible
for portfolio management and institutional sales at White, Weld & Co., Inc. He
is a member of the Financial Analysts of Philadelphia. Mr. Deming has managed
The Large-Cap Value Equity Portfolio since its inception.
Gerald S. Frey
Vice President/Senior Portfolio Manager - The Mid-Cap Growth Equity Portfolio
and The Small-Cap Growth Equity Portfolio
Mr. Frey holds a BA in Economics from Bloomsburg University and attended Wilkes
College and New York University. He has approximately 20 years' experience in
the money management business. Prior to joining Delaware Investments in 1996, he
was a Senior Director with Morgan Grenfell Capital Management in New York. Mr.
Frey has managed The Mid-Cap Growth Equity Portfolio since June 1996 and The
Small-Cap Growth Equity Portfolio since its inception.
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<PAGE>
Timothy W. Sanderson
Director and Chief Investment Officer, Equities - Delaware International
Advisers Ltd. (The International Equity Portfolio)
A graduate of University College, Oxford, Mr. Sanderson began his investment
career in 1979 with Hill Samuel Investment Management Group. Prior to joining
Delaware International in 1990 as Senior Portfolio Manager and Director, he was
an analyst and senior portfolio manager for Hill Samuel where, since 1987, he
had responsibility for Pacific Basin research and the management of
international institutional portfolios. Mr. Sanderson has managed The
International Equity Portfolio since its inception.
Clive A. Gillmore
Director/Senior Portfolio Manager - Delaware International Advisers Ltd. (The
International Equity Portfolio, The Labor Select International Equity Portfolio
and The Emerging Markets Portfolio)
A graduate of the Warwick University, England, and the London Business School
Investment Program, Mr. Gillmore joined Delaware International in 1990 after
eight years of investment experience. His most recent position prior to joining
Delaware International was as a Pacific Basin equity analyst and senior
portfolio manager for Hill Samuel Investment Management Ltd. Prior to that, Mr.
Gillmore was an analyst and portfolio manager for Legal and General Investment
in the United Kingdom. Mr. Gillmore has managed of The International Equity
Portfolio, The Labor Select International Equity Portfolio and The Emerging
Markets Portfolio since their respective dates of inception.
Robert Akester
Senior Portfolio Manager - Delaware International Advisers Ltd. (The Emerging
Markets Portfolio)
Prior to joining Delaware International in 1996, Mr. Akester, who began his
investment career in 1969, was most recently a Director of Hill Samuel
Investment Management Ltd., which he joined in 1985. His prior experience
included working as a Senior Analyst and head of the South-East Asian Research
team at James Capel, and as a Fund Manager at Prudential Assurance Co., Ltd. Mr.
Akester holds a BS in Statistics and Economics from University College, London
and is an associate of the Institute of Actuaries, with a certificate in Finance
and Investment. Mr. Akester has managed The Emerging Markets Portfolio since its
inception.
Babak Zenouzi
Vice President/Senior Portfolio Manager - The Real Estate Investment Trust
Portfolios
Mr. Zenouzi holds a BS in Finance and Economics from Babson College in
Wellesley, Massachusetts, and an MS in Finance from Boston College. Prior to
joining Delaware Investments in 1992, he was with The Boston Company where he
held the positions of assistant vice president, senior financial analyst,
financial analyst and portfolio accountant. Mr. Zenouzi has managed The Real
Estate Investment Trust Portfolio and The Real Estate Investment Trust Portfolio
II since their respective dates of inception.
John B. Fields
Vice President/Senior Portfolio Manager - The Equity Income Portfolio
Mr. Fields has primary responsibility for making day-to-day investment decisions
for 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.
Gary A. Reed
Vice President/Senior Portfolio Manager - The Intermediate Fixed Income
Portfolio, The Aggregate Fixed Income Portfolio and The Balanced Portfolio
Mr. Reed holds an AB in Economics from the University of Chicago and an MA in
Economics from Columbia University. He began his investment career in 1978 with
The Equitable Life Assurance Society, specializing in credit analysis. Prior to
joining Delaware Investments in 1989, Mr. Reed served as Vice President and
Manager of the Fixed Income Department at Irving Trust Company. Mr. Reed has
managed both discretionary and structured fixed-income portfolios and is
experienced with a broad range of high-grade fixed-income securities.
Additionally, he has developed investment programs for Decommissioning Trust
Funds and supervised their management. Mr. Reed has managed The Intermediate
Fixed Income Portfolio, The Aggregate Fixed Income Portfolio and the
fixed-income portion of The Balanced Portfolio since their respective dates of
inception.
-98-
<PAGE>
Elizabeth Desmond
Director/Senior Portfolio Manager - Delaware International Advisers Ltd. (The
Global Equity Portfolio)
Ms. Desmond is a graduate of Wellesley College and the masters program in East
Asian studies at Stanford University. After working for the Japanese government
for two years, she began her investment career as a Pacific Basin investment
manager with Shearson Lehman Global Asset Management. Prior to joining Delaware
International in the Spring of 1991, she was a Pacific Basin equity analyst and
senior portfolio manager at Hill Samuel Investment Management Ltd. Ms. Desmond
is a CFA charterholder. Ms. Desmond has managed the foreign securities component
of The Global Equity Portfolio since its inception.
Robert L. Arnold
Vice President/Portfolio Manager - The Global Equity Portfolio
Mr. Arnold holds a BS from Carnegie Mellon University and earned an MBA from the
University of Chicago. Before acting as a portfolio manager at Delaware
Investments, he was a financial analyst focusing on the financial services
industry, including banks, thrifts, insurance companies and consumer finance
companies. Prior to joining Delaware Investments in March 1992, he was a
planning analyst with Chemical Bank in New York. He began his investment career
as a management consultant with Arthur Young in Philadelphia. Delaware acts as
sub-adviser to The Global Equity Portfolio, managing the U.S. securities portion
of the Portfolio. In that capacity, Mr. Arnold furnishes investment
recommendations, asset allocation advice, research and other services with
respect to U.S. securities. Mr. Arnold has managed the U.S. component of The
Global Equity Portfolio since its inception.
Ian G. Sims
Director/Deputy Managing Director/Chief Investment Officer/Global Fixed Income -
Delaware International Advisers Ltd. (The Global Fixed Income Portfolio, The
International Fixed Income Portfolio and The Diversified Core Fixed Income
Portfolio)
Mr. Sims is a graduate of the University of Leicester and holds a postgraduate
degree in statistics from the University of Newcastle-Upon-Tyne. He joined
Delaware International in 1990 as a senior international fixed-income and
currency manager. Mr. Sims began his investment career with the Standard Life
Assurance Co., and subsequently moved to the Royal Bank of Canada Investment
Management International Company, where he was an international fixed-income
manager. Prior to joining Delaware International, he was a senior fixed-income
and currency portfolio manager with Hill Samuel Investment Management Ltd. Mr.
Sims has managed The Global Fixed Income Portfolio, The International Fixed
Income Portfolio and the foreign component of The Diversified Core Fixed Income
Portfolio since their respective dates of inception.
Joshua A. Brooks
Senior Portfolio Manager-Delaware International Advisers (The International
Small-Cap Portfolio)
Mr. Brooks holds a bachelor's degree from Yale University and has undertaken
graduate studies at The London Business School. He began his investment career
with Delaware Investments in 1991. Prior to joining the emerging markets team in
London, he was based in Philadelphia with responsibilities that included equity
market analysis and acting as liaison with Delaware International Advisers. Mr.
Brooks has managed The International Small-Cap Portfolio since its
inception.
Gavin Hall
Paul A. Matlack
Vice President/Senior Portfolio Manager - The High-Yield Bond Portfolio and The
Diversified Core Fixed Income Portfolio
Mr. Matlack is a graduate of the University of Pennsylvania and received his MBA
in Finance from George Washington University. He began his career with Mellon
Bank as a credit specialist analyzing leveraged transactions in the chemical and
pharmaceutical industries. He subsequently served as a loan officer in Mellon's
Corporate Lending Division and in the Special Industries Group at Provident
National Bank, before joining Delaware Investments in 1989. He is a CFA
charterholder. Mr. Matlack has managed The High-Yield Bond Portfolio and the
U.S. high-yield component of The Diversified Core Fixed Income Portfolio since
their respective dates of inception.
-100-
<PAGE>
Gerald T. Nichols
Vice President/Senior Portfolio Manager - The High-Yield Bond Portfolio
Mr. Nichols is a graduate of the University of Kansas, where he received an MS
in Finance and a BS in Business Administration. Prior to joining Delaware
Investments in 1989, he was the investment officer for a merchant banking firm
with interests in the insurance and thrift industries. Mr. Nichols began his
career in the high-yield bond market with Waddell and Reed, Inc. in 1983 where,
as a high-yield credit analyst, he followed a variety of industries. He is a CFA
charterholder. Mr. Nichols has managed The High-Yield Bond Portfolio since its
inception.
Roger A. Early
Vice President/Senior Portfolio Manager - The Diversified Core Fixed Income
Portfolio
Mr. Early has an undergraduate degree in economics from the University of
Pennsylvania's Wharton School and an MBA in finance and accounting from the
University of Pittsburgh. He is also a CPA and a CFA charterholder. Prior to
joining Delaware Investments, Mr. Early was a portfolio manager for Federated
Investment Counseling's fixed-income group, with over $1 billion in assets. Mr.
Early has managed The Diversified Core Fixed Income Portfolio since its
inception.
Frank X. Morris
Vice President/Portfolio Manager - The Mid-Cap Value Equity Portfolio, The
Balanced Portfolio and The Core Equity Portfolio
Mr. Morris received a bachelor's degree at Providence College and an MBA degree
at Widener University. He joined Delaware Investments in 1997. He previously
served as vice president and director of equity research at PNC Asset
Management. He is president of the Financial Analysis Society of Philadelphia
and is a member of the Association of Investment Management and Research and the
National Association of Petroleum Investment Analysts. Mr. Morris has managed
The Mid-Cap Value Equity Portfolio and The Balanced Portfolio since their
respective dates of inception and The Core Equity Portfolio since March 18,
1999.
J. Paul Dokas
Vice President/Portfolio Manager - The Select Equity Portfolio, The Mid-Cap
Value Equity Portfolio and The Asset Allocation Portfolio
Mr. Dokas holds a BBA in Business from Loyola College and an MBA in Business
from the University of Maryland. Prior to joining Delaware Investments in 1997,
he was a Director of Trust Investments for Bell Atlantic Corporation in
Philadelphia. Mr. Dokas is a CFA charterholder. Mr. Dokas has managed The
Mid-Cap Value Equity Portfolio and The Select Equity Portfolio since their
respective inceptions and will manage The Asset Allocation Portfolio when it
commences operations.
Timothy Conners
Christopher S. Beck
Vice President/Senior Portfolio Manager - The Small-Cap Value Equity Portfolio
Mr. Beck began his career in the investment business with Wilmington Trust in
1981. Later, he became Director of Research at Cypress Capital Management in
Wilmington and Chief Investment Officer of the University of Delaware Endowment
Fund. Prior to joining the Delaware Investments in May, 1997, he managed the
Small Cap Fund for two years at Pitcairn Trust Company. He holds a BS from the
University of Delaware, an MBA from Lehigh University and is a CFA
charterholder. Mr. Beck will manage The Small-Cap Value Equity Portfolio when it
commences operations.
Investment Advisers
Delaware Management Company ("Delaware"), a series of Delaware Management
Business Trust, furnishes investment advisory services to The Large-Cap Value
Equity, The Balanced, The Equity Income, The Select Equity, The Mid-Cap Growth
Equity, The Mid-Cap Value Equity, The Small-Cap Value Equity, The Aggregate
Fixed Income, The Diversified Core Fixed Income, The Real Estate Investment
Trust, The Intermediate Fixed Income, The High-Yield Bond, The Asset Allocation,
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<PAGE>
The Small-Cap Growth Equity and The Core Equity Portfolios and furnishes
sub-investment advisory services to The Global Equity Portfolio related to the
U.S. securities portion of that Portfolio. Lincoln Investment Management, Inc.
("Lincoln"), a wholly owned subsidiary of Lincoln National Corporation, acts as
sub-adviser to Delaware with respect to The Real Estate Investment Trust
Portfolios. In its capacity as sub-adviser, Lincoln furnishes Delaware with
investment recommendations, asset allocation advice, research, economic analysis
and other investment services with respect to the securities in which The Real
Estate Investment Trust Portfolios may invest. Delaware and its predecessors
have been managing the funds in Delaware Investments since 1938. Lincoln
(formerly named Lincoln National Investment Management Company) was incorporated
in 1930. Lincoln's primary activity is institutional fixed-income investment
management and consulting. Such activity includes fixed-income portfolios,
private placements, real estate debt and equity, and asset/liability management.
Lincoln provides investment management services to Lincoln National Corporation,
its principal subsidiaries and affiliated registered investment companies, and
acts as investment adviser to other unaffiliated clients.
Delaware International Advisers Ltd. ("Delaware International"), an affiliate of
Delaware, furnishes investment advisory services to The International Equity,
The Labor Select International Equity, The Global Fixed Income, The
International Fixed Income, The Global Equity, The Emerging Markets and The
International Small-Cap Portfolios and furnishes sub-advisory services to
The Diversified Core Fixed Income Portfolio related to the foreign securities
portion of that Portfolio. Delaware International commenced operations as a
registered investment adviser in December 1990.
Delaware has entered into Investment Advisory Agreements with the Fund on behalf
of The Large-Cap Value Equity, The Balanced, The Equity Income, The Select
Equity, The Mid-Cap Growth Equity, The Mid-Cap Value Equity, The Small-Cap Value
Equity, The Diversified Core Fixed Income, The Aggregate Fixed Income, The Real
Estate Investment Trust, The Intermediate Fixed Income, The High-Yield Bond, The
Asset Allocation, The Small-Cap Growth Equity and The Core Equity Portfolios.
Delaware has also entered into a Sub-Advisory Agreement with Lincoln with
respect to The Real Estate Investment Trust Portfolios and with Delaware
International with respect to The Diversified Core Fixed Income Portfolio.
Delaware International has entered into Investment Advisory Agreements with the
Fund on behalf of The International Equity, The Labor Select International
Equity, The Global Fixed Income, The International Fixed Income, The Global
Equity, The Emerging Markets and the International Small-Cap Portfolios.
Delaware acts as sub-adviser to Delaware International with respect to The
Global Equity Portfolio managing the U.S. securities portion of that Portfolio.
Under these Agreements, Delaware and Delaware International, subject to the
control and supervision of the Fund's Board of Directors and in conformance with
the stated investment objectives and policies of the Portfolios with which they
have an agreement, manage the investment and reinvestment of the assets of the
Portfolios with which they have agreements. In this regard, it is their
responsibility to make investment decisions for the respective Portfolios. The
manager and sub-adviser, where applicable, were paid an aggregate fee for the
last fiscal year (as a percentage of average daily net assets) as follows:
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<PAGE>
Investment Management
Fees Paid After Voluntary Waivers
Portfolio
The Large-Cap Value Equity Portfolio 0.50%
The Core Equity Portfolio 0.55%*
The Balanced
Portfolio *
The Equity Income Portfolio *
The Select Equity
Portfolio *
The Mid-Cap Growth Equity Portfolio none
The Mid-Cap Value Equity Portfolio 0.75%*
The Small-Cap Value Equity Portfolio 0.75%*
The Small-Cap Growth Equity Portfolio 0.75%*
The Real Estate Investment Trust Portfolio 0.59%
The Real Estate Investment Trust Portfolio II 0.75%*
The International Equity Portfolio 0.75%
The Labor Select International Equity Portfolio 0.72%
The Emerging Markets Portfolio 1.06%
The International Small-Cap Value Portfolio *
The Global Equity Portfolio none
The Global Fixed Income Portfolio 0.48%
The Intermediate Fixed Income Portfolio none
The Aggregate Fixed Income Portfolio 0.40%*
The Diversified Core Fixed Income Portfolio 0.43%*
The High-Yield Bond Portfolio 0.28%
The International Fixed Income Portfolio 0.43%
The Asset Allocation Portfolio 0.05%*
* These Portfolios have not been operating for a full fiscal year or have not
yet commenced operations. The fee stated above is the fee that the
investment adviser is entitled to receive under its Investment Management
Agreement with the Portfolio.
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 Investment Management, Inc. ("Lincoln"), the sub-adviser to Delaware
with respect to The Real Estate Investment Trust Portfolios is a wholly owned
subsidiary of Lincoln National. Delaware, Delaware International and Lincoln may
be deemed to be affiliated persons under the 1940 Act, as the three companies
are each under the ultimate control of Lincoln National. Lincoln National, with
headquarters in Fort Wayne, Indiana, is a diversified organization with
operations in many aspects of the financial services industry, including
insurance and investment management. Delaware's address is One Commerce Square,
2005 Market Street, Philadelphia, PA 19103. Delaware International's address is
3rd Floor, 80 Cheapside, London, England EC2V 6EE. Lincoln's address is 200 E.
Berry Street, Fort Wayne, IN 46802.
From time to time, certain institutional separate accounts advised by Delaware
International and an affiliate of Delaware, may invest in the Fund's Portfolios.
The Portfolios may experience relatively large investments or redemptions as a
result of the institutional separate accounts either purchasing or redeeming the
Portfolios' shares. These transactions will affect the Portfolios, since
Portfolios that experience redemptions may be required to sell portfolio
securities, and Portfolios that receive additional cash will need to invest it.
While it is impossible to predict the overall impact of these transactions over
time, there could be adverse effects on portfolio management to the extent the
Portfolios may be required to sell securities or invest cash at times when they
would not otherwise do so. Delaware 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.
-103-
<PAGE>
If permitted under applicable law, in cases where a shareholder of any of the
Portfolios 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 respective 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 a Portfolio. Such reductions would not
apply to The Asset Allocation Portfolio to the extent that management fees of
the Portfolios are indirectly charged to shareholders of The Asset Allocation
Portfolio.
Administrator
Delaware Service Company, Inc., an affiliate of Delaware and an indirect, wholly
owned subsidiary of DMH, provides the Fund with administrative services pursuant
to the Amended and Restated Shareholders Services Agreement with the Fund on
behalf of the Portfolios. The services provided under the Amended and Restated
Shareholders Services Agreement are subject to the supervision of the officers
and directors of the Fund, and include day-to-day administration of matters
related to the corporate existence of the Fund, maintenance of its records,
preparation of reports, supervision of the Fund's arrangements with its
Custodian Banks, and assistance in the preparation of the Fund's registration
statements under Federal and State laws. The Amended and Restated Shareholders
Services Agreement also provides that Delaware Service Company, Inc. will
provide the Fund with dividend disbursing and transfer agent services. Delaware
Service Company, Inc. is located at 1818 Market Street, Philadelphia, PA 19103.
For its services under the Amended and Restated Shareholders Services Agreement,
the Fund pays Delaware Service Company, Inc. an annual fixed fee, payable
monthly, and allocated among the Portfolios of the Fund based on the relative
percentage of assets of each Portfolio. Delaware Service Company, Inc. 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 Fund's
Portfolios. Under its Distribution Agreements with the Fund on behalf of each
Portfolio, DDLP sells shares of the Fund upon the terms and at the current
offering price described in this Prospectus. DDLP is not obligated to sell any
certain number of shares of the Fund. DDLP is an indirect, wholly owned
subsidiary of DMH.
Custodian Bank
The Chase Manhattan Bank, 4 Chase Metrotech Center, Brooklyn, NY 11245 serves as
custodian for each Portfolio.
Independent Auditors
Ernst & Young LLP, Two Commerce Square, 2001 Market Street, Suite 4000,
Philadelphia, PA 19103, serves as independent auditors for the Fund and for the
Foundations Funds.
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<PAGE>
SHAREHOLDER SERVICES
Special Reports and Other Services. The Fund will provide client shareholders
with the following information:
o Annual audited 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 advisers expect to conduct personal reviews no less
than annually with each client shareholder, with interim telephone updates and
other communication, as appropriate.
The Fund's dedicated telephone number 1-800-231-8002 is available for
shareholder inquiries during normal business hours. You may also obtain the net
asset values for the Portfolios 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
*Correspondence relating to The Asset Allocation Portfolio will be forwarded to
Foundation Funds.
Exchange Privilege
Each 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.
With respect to exchanges involving The Emerging Markets Portfolio, The Global
Equity Portfolio or The International Small-Cap Portfolio an investor will be
assessed a purchase reimbursement fee by the respective Portfolio when
exchanging from another Portfolio into The Emerging Markets Portfolio, The
Global Equity Portfolio or The International Small-Cap Portfolio and a
shareholder of The Emerging Markets Portfolio, The Global Equity Portfolio or
The International Small-Cap Portfolio will be assessed a redemption
reimbursement fee by the respective Portfolio when exchanging out of The
Emerging Markets Portfolio, The Global Equity Portfolio or The International
Small-Cap Portfolio into another Portfolio. See "Redemption of Shares" and
"Purpose of Reimbursement Fees."
Please call the Fund for further information on how to exchange shares of the
Fund.
-105-
<PAGE>
How to purchase shares
Shares of each 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 a 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.
Purchase Reimbursement Fee. In the case of The Emerging Markets, The Global
Equity and The International Small-Cap Portfolios, there is a purchase
reimbursement fee that applies to all purchases, including purchases made in an
exchange from one Portfolio to another under the exchange privilege or
otherwise. That fee which is paid by investors to the relevant Portfolio equals
0.75% of the dollar amount invested for The Emerging Markets Portfolio, 0.40% of
the dollar amount invested for The Global Equity Portfolio and __% of the dollar
amount invested for The International Small-Cap Portfolio. This purchase
reimbursement fee is deducted automatically from the amount invested; it cannot
be paid separately. The fee does not apply to investments in the Portfolios that
are made by contributions of securities in-kind or reinvestments of dividends or
other distributions. See "Purpose of Reimbursement Fees" and "Redemption of
Shares" below.
In-Kind Purchases. Eligible investors in The International Equity Portfolio may,
under certain circumstances, be required to make their investments in the
Portfolio pursuant to instructions of the Fund, by a contribution of securities
in-kind to the Portfolio or by following another procedure that will have the
same economic effect as an in-kind purchase. In either case, such investors will
be required to pay the brokerage or other transaction costs arising in
connection with acquiring the subject securities. Eligible investors in The
Global Equity Portfolio may elect to pay the purchase reimbursement fee or to
invest by a contribution in-kind in securities or by following another procedure
that would have the same economic effect as an in-kind purchase, including the
procedure described below. At such time as the Fund receives appropriate
regulatory approvals to do so in the future, under certain circumstances, the
Fund may, at its sole discretion, allow eligible investors who have an existing
investment counseling relationship with Delaware International or an affiliate
of Delaware to make investments in any of the Fund's Portfolios by a
contribution of securities in-kind to such Portfolios.
Institutions proposing to invest an amount which at the time they telephone the
Fund would constitute 5% or more of the assets of The International Equity
Portfolio will, under normal circumstances, be required to make purchases by
tendering securities in which the Portfolio otherwise would invest or, by
following another procedure that will have the same economic effect as an
in-kind purchase. In either case, an investor that is required to purchase
shares pursuant to those procedures will be required to pay the brokerage or
other transaction costs of acquiring the subject securities. Prospective
investors will be notified when they telephone the Fund whether their investment
must be made in-kind or by such other procedure and, if in-kind, what securities
must be tendered.
The purchase price per share for investors purchasing shares by an in-kind
procedure shall be the net asset value next determined after, as the case may
be, (1) delivery of cash or securities to The Chase Manhattan Bank, the Fund's
custodian bank and/or (2) the assignment to the Portfolio by a prospective
purchaser on trade date of the investor's right to delivery of securities as to
which brokerage orders have been placed (but, as to which settlement is yet to
occur) and delivery of cash in an amount necessary to pay for those securities
on settlement date. The assets provided to the Portfolio pursuant to these
procedures shall be valued consistent with the same valuation procedures used to
calculate the Portfolio's net asset value. See "Valuation of Shares." Investors
in The International Equity Portfolio required to follow these procedures and
those proposing to invest in The Global Equity Portfolio electing to do so
should contact the Fund at (1-800-231-8002) for further information.
-106-
<PAGE>
How to Purchase Shares By Federal Funds Wire
Purchases of shares of a 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) selected, the amount being wired and by which bank and which
specific branch, if applicable. We will provide you with a Fund 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(s) selected, 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
*Account registrations for The Asset Allocation Portfolio will be forwarded to
Foundation Funds.
How to Purchase Shares By Mail
Purchases of shares of a Portfolio may also be made by mailing a check payable
to the specific Portfolio selected 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.
-107-
<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. For redemptions of shares of The Emerging Markets Portfolio, a
redemption reimbursement fee equal to 0.75% of the amount redeemed is deducted
automatically and paid to the Portfolio; for The Global Equity Portfolio, the
reimbursement fee paid to the Portfolio is equal to 0.30% of the amount
redeemed; for The International Small-Cap Portfolio, the reimbursement fee paid
to the Portfolio is equal to __% of the amount redeemed, and such amount is
deducted automatically from the redemption proceeds.
The proceeds of any redemption may be more or less than the purchase price of
your shares depending on the market value of the investment securities held by
the Portfolio. Shares of The International Equity Portfolio, The Labor Select
International Equity Portfolio, The Global Fixed Income Portfolio, The
International Fixed Income Portfolio, The Global Equity Portfolio and The
Emerging Markets Portfolio may, under certain circumstances, be required to be
redeemed in-kind in portfolio securities, as noted below.
By Mail or FAX Message
Each Portfolio will redeem its shares at the net asset value next determined on
the date the request is received in "good order." "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
*Requests relating to The Asset Allocation Portfolio will be forwarded to
Foundation Funds.
-108-
<PAGE>
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 or, in the case of The International Equity Portfolio, The
Labor Select International Equity Portfolio, The Global Fixed Income
Portfolio, The International Fixed Income Portfolio, The Global Equity
Portfolio or The Emerging Markets Portfolio, in instances when the special
in-kind redemption procedures are triggered, as described below. 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 Fund or Delaware Service Company, Inc.
may be liable for any losses due to unauthorized or fraudulent transactions.
Neither the Fund, the Portfolios nor the Fund's transfer agent, Delaware Service
Company, Inc., is responsible for any losses incurred in acting upon written or
telephone instructions for redemption or exchange of Portfolio shares which are
reasonably believed to be genuine.
Redemptions In-Kind or Similar Procedures For The International Equity, The
Labor Select International Equity, The Global Fixed Income, The International
Fixed Income, The Global Equity, The International Small-Cap and The Emerging
Markets Portfolios. Institutions proposing to redeem an amount which, at the
time they notify the Fund of their intention to redeem (as described below),
would constitute 5% or more of the assets of The International Equity Portfolio,
The Labor Select International Equity Portfolio, The Global Fixed Income
Portfolio, The International Fixed Income Portfolio, The International
Small-Cap, The Global Equity Portfolio or The Emerging Markets Portfolio will,
under normal circumstances, and if applicable law permits, be required to accept
their redemption proceeds in-kind in Portfolio securities, unless they elect
another procedure which will have the same economic effect as an in-kind
redemption. In either case, an investor that is required to redeem shares
pursuant to this election will bear the brokerage or other transaction costs of
selling the Portfolio securities representing the value of their redeemed
shares. If a redemption of shares of The Emerging Markets Portfolio or The
Global Equity Portfolio is made in-kind, the redemption reimbursement fee that
is otherwise applicable will not be assessed. Investors in these Portfolios
should contact the Fund at 1-800-231-8002 for further information.
Eligible investors who have an existing investment counseling relationship with
Delaware or Delaware International, or their affiliates, will not be subject to
the Fund's in-kind redemption requirements until such time as the Fund receives
appropriate regulatory approvals to permit such redemptions for the account of
such eligible investors.
-109-
<PAGE>
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").
With respect to The International Equity, The Labor Select International Equity,
The Global Fixed Income, The International Fixed Income, The Global Equity and
The Emerging Markets Portfolios, as noted above, or if the Fund otherwise
determines that it would be detrimental to the best interests of the remaining
shareholders of a Portfolio to make payment wholly or partly in cash, the Fund
may pay the redemption proceeds in whole or in part by a distribution in-kind of
securities held by a Portfolio in lieu of cash in conformity with applicable
rules of the Commission. Investors may incur brokerage charges on the sale of
Portfolio securities so received in payment of redemptions.
Due to the relatively high cost of maintaining shareholder accounts, the Fund
reserves the right to redeem shares in a Portfolio if the value of your holdings
in that Portfolio is below $500,000. The Fund, however, will not redeem shares
based solely upon market reductions in net asset value. If the Fund intends to
take such action, a shareholder would be notified and given 90 days to make an
additional investment before the redemption is processed.
Purpose of Reimbursement Fees for The Emerging Markets, The Global Equity and
The International Small-Cap Portfolios. The purchase and redemption transaction
fees are designed to reflect an approximation of the brokerage and related
transaction costs associated with the investment of an investor's purchase
amount or the disposition of assets to meet redemptions, and to limit the extent
to which The Emerging Markets Portfolio or The Global Equity Portfolio (and,
indirectly, the Portfolio's existing shareholders) would have to bear such
costs. These costs include: (1) brokerage costs; (2) market impact costs, i.e.,
the increase in market prices which may result when a Portfolio purchases or
sells thinly traded stocks; and (3) the effect of the "bid-asked" spread in
international markets.
The fees represent the manager's estimate of the brokerage and other transaction
costs incurred by a Portfolio in purchasing and selling portfolio securities,
especially international stocks. Without the fee, a Portfolio would incur these
costs directly, resulting in reduced investment performance for all its
shareholders. With the fee, the transaction costs of purchasing and selling
stocks are borne not by all existing shareholders, but only by those investors
making transactions. Also, when a portfolio acquires securities of companies in
emerging markets, transaction costs incurred when purchasing or selling stocks
are extremely high. There are three components of transaction costs brokerage
fees, the difference between the bid/asked spread and market impact. Each one of
these factors is significantly more expensive in emerging market countries than
in the United States, because of less competition among brokers, lower
utilization of technology on the part of the exchanges and brokers, the lack of
derivative instruments and generally less liquid markets. Consequently,
brokerage commissions are high, bid/asked spreads are wide, and the market
impact is significant in those markets. In addition to these customary costs,
most foreign countries have exchange fees or stamp taxes.
-110-
<PAGE>
VALUATION OF SHARES
o The net asset value per share of each Portfolio is determined by dividing
the total market value of the Portfolio's investments and other assets,
less any liabilities, by the total outstanding shares of the Portfolio. Net
asset value per share is determined as of the close of regular trading on
the NYSE on each day the NYSE is open for business. Currently, the NYSE
observes the following holidays: New Year's Day, Martin Luther King, Jr.
Day, President's Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and Christmas Day.
o 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.
o 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.
o 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.
o 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.
o 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.
-111-
<PAGE>
DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
The Intermediate Fixed Income Portfolio expects to declare dividends daily and
distribute them monthly. The High-Yield Bond and The Global Fixed Income
Portfolios expect to declare dividends monthly and distribute them monthly. The
Aggregate Fixed Income, The Diversified Core Fixed Income, The Large-Cap Value
Equity, The International Equity, The Labor Select International Equity and The
International Fixed Income Portfolios and The Real Estate Investment Trust
Portfolio expect to declare and distribute all of their net investment income to
shareholders as dividends quarterly. The Balanced, The Equity Income, The Select
Equity, The Mid-Cap Growth Equity, The Mid-Cap Value Equity, The Small-Cap Value
Equity, The Global Equity, The International Small-Cap, The Small-Cap Growth
Equity, The Asset Allocation, The Core Equity and The Emerging Markets
Portfolios and The Real Estate Investment Trust Portfolio II expect to declare
and distribute all of their net investment income to shareholders as dividends
annually.
Net capital gains, if any, will be distributed annually. Unless a shareholder
elects to receive dividends and capital gains distributions in cash, all
dividends and capital gains distributions 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, each Portfolio may declare special year-end dividend and
capital gains distributions during November or December to shareholders of
record on a date in such month. Such distributions, if received by shareholders
by January 31, are deemed to have been paid by a Portfolio and received by
shareholders on the earlier of the date paid or December 31 of the prior year.
-112-
<PAGE>
TAXES
General
Each Portfolio intends to distribute substantially all of its net investment
income and net capital gains. Dividends from net investment income or net
short-term capital gains will be taxable to you as ordinary income, whether
received in cash or in additional shares. For corporate investors, dividends
paid by the equity oriented portfolios, with the exception of The International
Equity, The Labor Select International Equity, The Global Equity, The Emerging
Markets and The International Small-Cap Portfolios, from net investment
income will generally qualify, in part, for the intercorporate
dividends-received deduction. However, the portion of the dividends so qualified
depends on the aggregate qualifying dividend income received by a Portfolio from
domestic (U.S.) sources.
Distributions paid by a Portfolio from long-term capital gains, whether received
in cash or in additional shares, are taxable to those investors who are subject
to income taxes as long-term capital gains, regardless of the length of time an
investor has owned shares in a Portfolio. The Portfolios do not seek to realize
any particular amount of capital gains during a year; rather, realized gains are
a 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 a Portfolio are made
shortly before the record date for a dividend or capital gains distribution, a
portion of the investment will be returned as a taxable distribution.
The sale of shares of a Portfolio is a taxable event and may result in a capital
gain or loss to shareholders subject to tax. Capital gain or loss may be
realized from an ordinary redemption of shares or an exchange of shares between
two mutual funds (or two portfolios of a mutual fund). Any loss incurred on the
sale or exchange of the shares of a Portfolio, held for six months or less, will
be treated as a long-term capital loss to the extent of capital gain dividends
received with respect to such shares.
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.
Foreign Taxes
Each of The International Equity, The Labor Select International Equity, The
Global Fixed Income, The International Fixed Income, The Global Equity, The
Emerging Markets and The International Small-Cap Portfolios may elect to
"pass-through" to its shareholders the amount of foreign income taxes paid by
such Portfolio. A Portfolio will make such an election only if it deems it to be
in the best interests of its shareholders. If this election is made,
shareholders of a Portfolio will be required to include in their gross income
their pro-rata share of foreign taxes paid by the Portfolio. However,
shareholders will be able to treat their pro-rata share of foreign taxes as
either an itemized deduction or a foreign tax credit (but not both) against U.S.
income taxes on their tax return.
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.
-113-
<PAGE>
Financial Highlights
The financial highlights tables are intended to help you understand a
Portfolio's financial performance. The total returns in the tables represent the
rate that an investor would have earned or lost on an investment in a Portfolio,
assuming the reinvestment of all dividends and distributions. All "per share"
information reflects financial results for a single Portfolio share. This
information has been audited by Ernst & Young LLP, whose report, along with the
Fund's financial statements, is included in the Fund's annual report, which is
available upon request by calling 800-231-8002.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
The Large-Cap Value Equity Portfolio
Year Ended 10/31
1998 1997 1996 1995 1994
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $18.530 $16.460 $14.660 $13.080 $12.730
Income from investment operations:
Net investment income 0.308 0.381 0.440 0.430 0.320
Net realized and unrealized
gain on investments 2.022 3.599 2.960 1.980 0.653
----- ----- ----- ----- -----
Total from investment operations 2.330 3.980 3.400 2.410 0.973
----- ----- ----- ----- -----
Less dividends and distributions:
Dividends from net investment income (0.380) (0.410) (0.440) (0.340) (0.280)
Distributions from net realized
gain on investments (2.700) (1.500) (1.160) (0.490) (0.343)
------- ------- ------- ------- -------
Total dividends and distributions (3.080) (1.910) (1.600) (0.830) (0.623)
------- ------- ------- ------- -------
Net asset value, end of period $17.780 $18.530 $16.460 $14.660 $13.080
======= ======= ======= ======= =======
Total return(1) 13.50% 26.73% 24.87% 19.77% 7.96%
Ratios and supplemental data:
Net assets, end of period (000 omitted) $117,858 $81,102 $67,179 $51,947 $37,323
Ratio of expenses to average net assets 0.68% 0.66% 0.67% 0.68% 0.68%
Ratio of expenses to average net assets
prior to expense limitation 0.71% 0.67% 0.70% 0.71% 0.82%
Ratio of net investment income
to average net assets 1.91% 2.15% 2.85% 3.33% 3.26%
Ratio of net investment income
to average net assets
prior to expense limitation 1.88% 2.14% 2.83% 3.30% 3.12%
Portfolio turnover 85% 73% 74% 88% 73%
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Total return reflects expense limitations.
-114-
<PAGE>
- -----------------------------------------------------------------------
The Core
Equity Portfolio
Period
9/15/98(1)
through
10/31/98
- -----------------------------------------------------------------------
Net asset value, beginning of period $8.500
Income from investment operations:
Net investment income 0.012
Net realized and unrealized
gain on investments 0.458
-----
Total from investment operations 0.470
-----
Less dividends and distributions:
Dividends from net investment income none
Distributions from net realized
gain on investments none
----
Total dividends and distributions none
----
Net asset value, end of period $8.970
======
Total return(2) 5.53%
Ratios and supplemental data:
Net assets, end of period (000 omitted) $2,112
Ratio of expenses to average net assets 0.68%
Ratio of expenses to average net assets
prior to expense limitation 1.74%
Ratio of net investment income
to average net assets 1.15%
Ratio of net investment income
to average net assets
prior to expense limitation 0.09%
Portfolio turnover 53%
- ----------------------------------------------------------------------
(1) Date of commencement of operations; ratios have been annualized but total
return has not been annualized.
(2) Total return reflects voluntary expense limitations.
-115-
<PAGE>
- ---------------------------------------------------------------------
The Mid-Cap
Value Equity
Portfolio
Period
12/29/97(1)
through
10/31/98
- ---------------------------------------------------------------------
Net asset value, beginning of period $8.500
Income from investment operations:
Net investment income 0.096
Net realized and unrealized
gain on investments (0.876)
-------
Total from investment operations (0.780)
-------
Less dividends and distributions:
Dividends from net investment income none
Distributions from net realized
gain on investments none
----
Total dividends and distributions none
----
Net asset value, end of period $7.720
======
Total return(2) (9.18%)
Ratios and supplemental data:
Net assets, end of period (000 omitted) $2,724
Ratio of expenses to average net assets 0.87%
Ratio of expenses to average net assets
prior to expense limitation 1.37%
Ratio of net investment income
to average net assets 1.34%
Ratio of net investment income
to average net assets
prior to expense limitation 0.84%
Portfolio turnover 155%
- --------------------------------------------------------------------
(1) Date of commencement of operations; ratios have been annualized but total
return has not been annualized.
(2) Total return reflects voluntary expense limitations.
-116-
<PAGE>
- -----------------------------------------------------------------------
The Small-Cap
Growth Equity
Portfolio
Period
9/15/98(1)
through
10/31/98
- -----------------------------------------------------------------------
Net asset value, beginning of period $8.500
Income from investment operations:
Net investment income 0.019
Net realized and unrealized
gain on investments 0.881
Total from investment operations 0.900
Less dividends and distributions:
Dividends from net investment income none
Distributions from net realized
gain on investments none
----
Total dividends and distributions none
----
Net asset value, end of period $9.400
======
Total return(2) 10.59%
Ratios and supplemental data:
Net assets, end of period (000 omitted) $3,318
Ratio of expenses to average net assets 0.89%
Ratio of expenses to average net assets
prior to expense limitation 1.78%
Ratio of net investment income
to average net assets 1.72%
Ratio of net investment income
to average net assets
prior to expense limitation 0.83%
Portfolio turnover 98%
- -----------------------------------------------------------------------
(1) Date of commencement of operations; ratios have been annualized but total
return has not been annualized.
(2) Total return reflects voluntary expense limitations.
-117-
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
The Mid-Cap Growth Equity Portfolio
Year Ended 10/31
1998 1997 1996 1995 1994
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $13.680 $14.570 $12.860 $11.010 $11.200
Income from investment operations:
Net investment income (loss)(1) 0.011 (0.117) (0.019) 0.043 0.008
Net realized and unrealized
gain on investments 0.009 1.607 2.392 2.055 0.032
----- ----- ----- ----- -----
Total from investment operations 0.020 1.490 2.373 2.098 0.040
----- ----- ----- ----- -----
Less dividends and distributions:
Dividends from net investment income none none (0.043) (0.012) (0.020)
Distributions from net realized (6.240) (2.380) (0.620) (0.236) (0.210)
------- ------- ------- ------- -------
gain on investments
Total dividends and distributions (6.240) (2.380) (0.663) (0.248) (0.230)
------- ------- ------- ------- -------
Net asset value, end of period $7.460 $13.680 $14.570 $12.860 $11.010
====== ======= ======= ======= =======
Total return(2) 1.47% 11.84% 19.19% 19.61% 0.34%
Ratios and supplemental data:
Net assets, end of period (000 omitted) $4,879 $10,317 $28,526 $29,092 $22,640
Ratio of expenses to average net assets 0.59% 0.93% 0.90% 0.93% 0.93%
Ratio of expenses to average net assets
prior to expense limitation 1.71% 1.40% 1.01% 1.08% 1.17%
Ratio of net investment income (loss)
to average net assets 0.13% (0.29%) (0.18%) 0.37% 0.07%
Ratio of net investment income (loss)
to average net assets
prior to expense limitation (0.99%) (0.76%) (0.29%) 0.22% (0.17%)
Portfolio turnover 154% 117% 95% 64% 43%
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Per share information for the year ended October 31, 1998 was based on the
average shares outstanding method.
(2) Total return reflects voluntary expense limitations.
-118-
<PAGE>
- -----------------------------------------------------------------------------
The Real Estate
Investment Trust
Portfolio II
Period
11/4/97(1)
through
10/31/98
- -----------------------------------------------------------------------------
Net asset value, beginning of period $16.340
Income (loss) from investment operations:
Net investment income 0.749
Net realized and unrealized
gain (loss) on investments (2.739)
Total from investment operations (1.990)
Less dividends and distributions:
Dividends from net investment income (0.120)
Distributions from net realized
gain on investments none
----
Total dividends and distributions (0.120)
Net asset value, end of period $14.230
=======
Total return(2) (12.27%)
Ratios and supplemental data:
Net assets, end of period (000 omitted) $5,763
Ratio of expenses to average net assets 0.86%
Ratio of expenses to average net assets
prior to expense limitation 1.43%
Ratio of net investment income
to average net assets 5.34%
Ratio of net investment income
to average net assets
prior to expense limitation 4.77%
Portfolio turnover 54%
- -----------------------------------------------------------------------------
(1) Date of commencement of operations; ratios have been annualized but total
return has not been annualized.
(2) Total return reflects voluntary expense limitations.
-119-
<PAGE>
- -----------------------------------------------------------------------
The Aggregate
Fixed Income
Portfolio
Period(1)
12/29/971
through
10/31/98
- -----------------------------------------------------------------------
Net asset value, beginning of period $8.500
Income from investment operations:
Net investment income 0.415
Net realized and unrealized
gain on investments 0.215
Total from investment operations 0.630
Less dividends and distributions:
Dividends from net investment income none
Distributions from net realized
gain on investments none
----
Total dividends and distributions none
----
Net asset value, end of period $9.130
======
Total return(2) 7.41%
Ratios and supplemental data:
Net assets, end of period (000 omitted) $2,149
Ratio of expenses to average net assets 0.53%
Ratio of expenses to average net assets
prior to expense limitation 2.07%
Ratio of net investment income
to average net assets 5.62%
Ratio of net investment income
to average net assets
prior to expense limitation 4.08%
Portfolio turnover 438%
- -----------------------------------------------------------------------
(1) Date of commencement of operations; ratios have been annualized but total
return has not been annualized.
(2) Total return reflects voluntary expense limitations.
-120-
<PAGE>
- ---------------------------------------------------------------------------
The Diversified
Core Fixed Income
Portfolio
Period
12/29/97(1)
through
10/31/98
- ---------------------------------------------------------------------------
Net asset value, beginning of period $8.500
Income from investment operations:
Net investment income 0.533(3)
Net realized and unrealized
gain on investments
and foreign currencies 0.077
Total from investment operations 0.610
Less dividends and distributions:
Dividends from net investment income none
Distributions from net realized none
gain on investments ----
Total dividends and distributions none
----
Net asset value, end of period $9.110
======
Total return(2) 7.18%
Ratios and supplemental data:
Net assets, end of period (000 omitted) $3,216
Ratio of expenses to average net assets 0.57%
Ratio of expenses to average net assets
prior to expense limitation 1.74%
Ratio of net investment income
to average net assets 7.12%
Ratio of net investment income
to average net assets
prior to expense limitation 5.95%
Portfolio turnover 312%
- ---------------------------------------------------------------------------
(1) Date of commencement of operations; ratios have been annualized but total
return has not been annualized.
(2) Total return reflects voluntary expense limitations.
(3) Per share information for the year ended October 31, 1998 was based on the
average shares outstanding method.
-121-
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
The Real Estate
Investment
Trust Portfolio
Period Period
11/4/97(1) 12/6/95(1)
through Year Ended 10/31 through
10/31/98(2) 1998(3) 1997(3) 10/31/96(3)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $16.340 $16.260 $12.490 $10.000
Income (loss) from investment operations:
Net investment income 1.134 1.118 0.616 0.652
Net realized and unrealized
gain (loss) on investments (2.769) (2.713) 4.664 1.938
------- ------- ----- -----
Total from investment operations (1.635) (1.595) 5.280 2.590
------- ------- ----- -----
Less dividends and distributions:
Dividends from net investment income (0.895) (0.865) (0.720) (0.100)
Distributions from net realized
gain on investments (0.820) (0.820) (0.790) none
------- ------- ------- -------
Total dividends and distributions (1.715) (1.685) (1.510) (0.100)
------- ------- ------- -------
Net asset value, end of period $12.990 $12.980 $16.260 $12.490
======= ======= ======= =======
Total return(4) (11.17%) (10.98%) 46.50% 26.12%
Ratios and supplemental data:
Net assets, end of period (000 omitted) $40,807 $13,340 60,089 26,468
Ratio of expenses to average net assets 0.86% 1.11% 0.82% 0.89%
Ratio of expenses to average net assets
prior to expense limitation 1.02% 1.27% 0.99% 1.02%
Ratio of net investment income
to average net assets 4.56% 4.31% 4.25% 6.70%
Ratio of net investment income
to average net assets
prior to expense limitation 4.40% 4.31% 4.08% 6.57%
Portfolio turnover 51% 51% 58% 109%
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Date of initial sale; ratios have been annualized, but total return has not
been annualized.
(2) The data presented above is for The Real Estate Investment Trust Portfolio
class, which is the class of shares offered in this Prospectus and which
commenced operations on November 4, 1997. Like the original class prior to
its redesignation (see footnote 3), The Real Estate Investment Trust
Portfolio class carries no front-end or contingent deferred sales charges
and is not subject to Rule 12b-1 Distribution Plan fees.
(3) December 6, 1995 is the date of initial sale of the original (and then only)
class of shares offered by The Real Estate Investment Trust Portfolio. Data
represented above is for that class of shares which, as of November 4, 1997,
was redesigned the "REIT Fund A Class," became subject to Rule 12b-1
Distribution Plan fees and is offered in a separate prospectus.
(4) Total return reflects voluntary expense limitations.
-122-
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
The Intermediate
Fixed Income Portfolio
Period
Year Ended 3/12/96(1)
10/31 through
1998 1997 10/31/96
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net asset value, beginning of period $10.090 $10.010 $10.000
Income from investment operations:
Net investment income 0.593 0.605 0.386
Net realized and unrealized
gain on investments 0.100 0.080 0.010
------- ------- -------
Total from investment operations 0.693 0.685 0.396
------- ------- -------
Less dividends and distributions:
Dividends from net investment income (0.593) (0.605) (0.386)
Distributions from net realized
gain on investments (0.010) none none
------- ------- -------
Total dividends and distributions (0.603) (0.605) (0.386)
------- ------- -------
Net asset value, end of period $10.180 $10.090 $10.010
======= ======= =======
Total return(2) 7.06% 7.09% 4.08%
Ratios and supplemental data:
Net assets, end of period (000 omitted) $30,211 $30,366 $10,518
Ratio of expenses to average net assets 0.53% 0.53% 0.53%
Ratio of expenses to average net assets
prior to expense limitation 1.01% 0.84% 1.20%
Ratio of net investment income
to average net assets 5.86% 6.05% 6.14%
Ratio of net investment income
to average net assets
prior to expense limitation 5.38% 5.74% 5.47%
Portfolio turnover 181% 205% 232%
- ---------------------------------------------------------------------------------------------------
</TABLE>
(1) Date of commencement of operations; ratios have been annualized but total
return has not been annualized.
(2) Total return reflects voluntary expense limitations.
-123-
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
The High-Yield
Bond Portfolio
Period
Year Ended 12/2/96(1)
10/31 through
1998 10/31/97
- ------------------------------------------------------------------------------------
<S> <C> <C>
Net asset value, beginning of period $11.180 $10.000
Income from investment operations:
Net investment income 0.993 0.788
Net realized and unrealized
gain (loss) on investments (0.925) 0.957
------- -------
Total from investment operations 0.068 1.745
------- -------
Less dividends and distributions:
Dividends from net investment income (0.890) (0.565)
Distributions from net realized
gain on investments (0.288) none
------- -------
Total dividends and distributions (1.178) (0.565)
------- -------
Net asset value, end of period $10.070 $11.180
======= =======
Total return(2) 0.30% 17.92%
Ratios and supplemental data:
Net assets, end of period (000 omitted) $20,706 $11,348
Ratio of expenses to average net assets 0.59% 0.59%
Ratio of expenses to average net assets
prior to expense limitation 0.75% 0.79%
Ratio of net investment income
to average net assets 9.53% 9.05%
Ratio of net investment income
to average net assets
prior to expense limitation 9.37% 8.85%
Portfolio turnover 211% 281%
- ------------------------------------------------------------------------------------
</TABLE>
(1) Date of commencement of operations; ratios have been annualized but total
return has not been annualized.
(2) Total return reflects voluntary expense limitations.
-124-
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
The Global
Equity
Portfolio
Period
10/15/97(1)
Year Ended through
10/31/98 10/31/97
- ---------------------------------------------------------------------------------------
<S> <C> <C>
Net asset value, beginning of period $8.120 $8.500
Income (loss) from investment operations:
Net investment income(2) 0.184 0.009
Net realized and unrealized
gain (loss) on investments 0.486 (0.389)
------ ------
Total from investment operations 0.670 (0.380)
------ ------
Less dividends and distributions:
Dividends from net investment income (0.070) none
Distributions from net realized
gain on investments none none
------ ------
Total dividends and distributions (0.070) none
------ ------
Net asset value, end of period $8.720 $8.120
====== ======
Total return(3) 8.31% (4.47%)
Ratios and supplemental data:
Net assets, end of period (000 omitted) $3,093 $2,855
Ratio of expenses to average net assets 0.96% 0.96%
Ratio of expenses to average net assets
prior to expense limitation 2.31% 2.95%
Ratio of net investment income
to average net assets 2.10% 2.54%
Ratio of net investment income
to average net assets
prior to expense limitation 0.75% 0.55%
Portfolio turnover 47% 0%
- ---------------------------------------------------------------------------------------
</TABLE>
(1) Date of commencement of operations; ratios have been annualized but total
return has not been annualized.
(2) Per share information for the year ended October 31, 1998 was based on the
average shares outstanding method.
(3) Total return reflects voluntary expense limitations.
-125-
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
The Labor Select
International Equity
Portfolio
Period
Year Ended 12/19/95(1)
10/31 through
1998 1997 10/31/96
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net asset value, beginning of period $12.990 $11.690 $10.000
Income from investment operations:
Net investment income(2) 0.334 0.474 0.479
Net realized and unrealized
gain on investments
and foreign currencies 0.444 1.346 1.311
------- ------- -------
Total from investment operations 0.778 1.820 1.790
------- ------- -------
Less dividends and distributions:
Dividends from net investment income (0.448) (0.520) (0.100)
Distributions from net realized
gain on investments none none none
------- ------- -------
Total dividends and distributions (0.448) (0.520) (0.100)
------- ------- -------
Net asset value, end of period $13.320 12.990 11.690
======= ======= =======
Total return(3) 6.18% 16.01% 17.97%
Ratios and supplemental data:
Net assets, end of period (000 omitted) $103,350 $50,896 $23,154
Ratio of expenses to average net assets 0.88% 0.89% 0.92%
Ratio of expenses to average net assets
prior to expense limitation 0.93% 1.06% 1.30%
Ratio of net investment income
to average net assets 2.46% 2.37% 6.64%
Ratio of net investment income
to average net assets
prior to expense limitation 2.41% 2.20% 6.26%
Portfolio turnover 2% 11% 7%
- ---------------------------------------------------------------------------------------------
</TABLE>
(1) Date of commencement of operations; ratios have been annualized but total
return has not been annualized.
(2) Per share information for the year ended October 31, 1998 was based on the
average shares outstanding method.
(3) Total return reflects voluntary expense limitations.
-126-
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
The International Equity Portfolio
Year Ended 10/31
1998 1997 1996 1995 1994
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 15.860 $ 14.780 $ 13.120 $ 13.110 $ 11.990
Income from investment operations:
Net investment income(1) 0.400 0.329 0.506 0.475 0.144
Net realized and unrealized
gain on investments
and foreign currencies 0.370 1.271 1.794 0.001 1.236
----- ----- ----- ----- -----
Total from investment operations 0.770 1.600 2.300 0.476 1.380
----- ----- ----- ----- -----
Less dividends and distributions:
Dividends from net investment income (0.610) (0.520) (0.490) (0.170) (0.160)
Distributions from net realized
gain on investments (0.150) none (0.150) (0.296) (0.100)
------- ---- ------- ------- -------
Total dividends and distributions (0.760) (0.520) (0.640) (0.466) (0.260)
------- ------- ------- ------- -------
Net asset value, end of period $15.870 $15.860 $14.780 $13.120 $13.110
======= ======= ======= ======= =======
Total return(2) 4.96% 11.01% 18.12% 3.91% 11.66%
Ratios and supplemental data:
Net assets, end of period (000 omitted) $616,229 $500,196 $299,950 $156,467 $70,820
Ratio of expenses to average net assets 0.91% 0.93% 0.89% 0.90% 0.94%
Ratio of expenses to average net assets
prior to expense limitation 0.91% 0.93% 0.89% 0.90% 0.97%
Ratio of net investment income
to average net assets 2.50% 2.21% 4.36% 4.81% 1.33%
Ratio of net investment income
to average net assets
prior to expense limitation 2.50% 2.21% 4.36% 4.81% 1.36%
Portfolio turnover 5% 8% 8% 20% 22%
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Per share information for the year ended October 31, 1998 was based on the
average shares outstanding method.
(2) Total return reflects voluntary expense limitations.
-127-
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
The Emerging
Markets
Portfolio
Period
4/14/97(1)
Year Ended 10/31 through
1998 10/31/97
- -----------------------------------------------------------------------------------------
<S> <C> <C>
Net asset value, beginning of period $ 9.200 $10.000
Income (loss) from investment operations:
Net investment income(2) 0.153 0.028
Net realized and unrealized
gain (loss) on investments (0.348) (0.828)
------- -------
Total from investment operations (3.195) (0.800)
------- -------
Less dividends and distributions:
Dividends from net investment income (0.025) none
Distributions from net realized (0.140) none
gain on investments
Total dividends and distributions (0.165) none
Net asset value, end of period $5.840 $9.200
====== ======
Total return(3) (35.30%) (8.00%)
Ratios and supplemental data:
Net assets, end of period (000 omitted) $ 34,030 $18,565
Ratio of expenses to average net assets 1.55% 1.55%
Ratio of expenses to average net assets
prior to expense limitation 1.69% 2.02%
Ratio of net investment income 1.98% 0.74%
to average net assets
Ratio of net investment income
to average net assets 1.84% 0.27%
prior to expense limitation
Portfolio turnover 39% 46%
- -----------------------------------------------------------------------------------------
</TABLE>
(1) Date of commencement of operations; ratios have been annualized but total
return has not been annualized.
(2) Per share information for the year ended October 31, 1998 was based on the
average shares outstanding method.
(3) Total return reflects voluntary expense limitations.
-128-
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------
The International
Fixed Income
Portfolio
Period
Year Ended 4/11/971
10/31 through
1998 10/31/97
- ---------------------------------------------------------------------------------
<S> <C> <C>
Net asset value, beginning of period $10.660 $10.000
Income from investment operations:
Net investment income(2) 0.558 0.236
Net realized and unrealized
gain on investments 0.045 0.474
----- -----
Total from investment operations 0.603 0.710
----- -----
Less dividends and distributions:
Dividends from net investment income (0.492) (0.050)
Distributions from net realized
gain on investments (0.021) none
Total dividends and distributions (0.513) (0.050)
Net asset value, end of period $10.750 $10.660
======= =======
Total return(3) 5.96% 7.11%
Ratios and supplemental data:
Net assets, end of period (000 omitted) $87,997 $33,734
Ratio of expenses to average net assets 0.60% 0.60%
Ratio of expenses to average net assets
prior to expense limitation 0.67% 0.86%
Ratio of net investment income
to average net assets 5.47% 6.05%
Ratio of net investment income
to average net assets
prior to expense limitation 5.40% 6.05%
Portfolio turnover 104% 145%
- -------------------------------------------------- --------------- ---------------
</TABLE>
(1) Date of commencement of operations; ratios have been annualized but total
return has not been annualized.
(2) Per share information for the year ended October 31, 1998 was based on the
average shares outstanding method.
(3) Total return reflects voluntary expense limitations.
-129-
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
The Global Fixed Income Portfolio
Year Ended 10/31
1998 1997 1996 1995 1994
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 11.220 $ 11.620 $ 11.040 $ 9.790 $11.090
Income from investment operations:
Net investment income(1) 0.610 0.721 0.777 0.736 0.419
Net realized and unrealized
gain (loss) on investments 0.037 (0.116) 0.725 0.924 (0.139)
----- ------- ----- ----- -------
Total from investment operations 0.647 0.605 1.502 1.660 0.226
----- ----- ----- ----- -----
Less dividends and distributions:
Dividends from net investment income (0.630) (0.835) (0.720) (0.410) (0.949)
Distributions from net realized
gain on investments
and foreign currencies (0.177) (0.170) (0.202) none (0.577)
------- ------- ------- ---- -------
Total dividends and distributions (0.807) (1.005) (0.922) (0.410) (1.526)
------- ------- ------- ------- -------
Net asset value, end of period $11.060 $11.220 $ 11.620 $11.040 $ 9.790
======= ======= ======= ======= ======
Total return(2) 6.28% 5.59% 16.40% 17.38% 2.07%
Ratios and supplemental data:
Net assets, end of period (000 omitted) $660,741 $431,076 $252,068 $99,161 $42,266
Ratio of expenses to average net assets 0.60% 0.60% 0.60% 0.60% 0.62%
Ratio of expenses to average net assets
prior to expense limitation 0.62% 0.65% 0.66% 0.68% 0.76%
Ratio of net investment income 5.71% 6.28% 8.52% 6.73% 3.62%
to average net assets
Ratio of net investment income
to average net assets 5.69% 6.23% 8.46% 6.65% 3.48%
prior to expense limitation
Portfolio turnover 131% 114% 63% 77% 205%
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Per share information for the year ended October 31, 1998 was based on the
average shares outstanding method.
(2) Total return reflects voluntary expense limitations.
-130-
<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 that 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 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.
-131-
<PAGE>
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.
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.
-132-
<PAGE>
Delaware Pooled Trust
Additional information about the Fund's investments is 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 Fund's performance during its last
fiscal period. You can find more detailed information about the Fund's 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 Funds 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 Funds, including their
Statement of Additional Information, can be reviewed and copied at the SECs
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
-133-
<PAGE>
DELAWARE POOLED TRUST, INC.
STATEMENT OF ADDITIONAL INFORMATION
DATED JUNE 29, 1999
-----------------------------------
Delaware Pooled Trust, Inc. ("Pooled Trust, Inc.") is an open-end
management investment company. Pooled Trust, Inc. consists of various series
("Portfolios") offering a broad range of investment choices. Pooled Trust, Inc.
is designed to provide clients with attractive alternatives for meeting their
investment needs. This Statement of Additional Information ("SAI") (Part B of
Pooled Trust, Inc.'s registration statement) addresses information of Pooled
Trust, Inc. applicable to each of the Portfolios. In addition, investors may
make investments in The Asset Allocation Portfolio. That Portfolio is a "fund of
funds" which primarily invests in several of the Portfolios of Pooled Trust,
Inc. The Asset Allocation Portfolio is a series of Delaware Group Foundation
Funds ("Foundation Funds") which is also an open-end management investment
company.
This SAI is not a prospectus but should be read in conjunction with the
related Prospectus for each Portfolio. Certain information from the Fund's
Annual Report has been incorporated by reference into this SAI. To obtain the
proper Prospectus or Annual Report for the Portfolios, please write to the
Delaware Pooled Trust, Inc. at One Commerce Square, 2005 Market Street,
Philadelphia, PA 19103, Attn: Client Services or call Pooled Trust, Inc. at
1-800-231-8002. Correspondence relating to The Asset Allocation Portfolio will
be forwarded to Foundation Funds. To obtain the Prospectuses or Annual Report
for the Class A, B and C Shares or the Institutional Class of The Real Estate
Investment Trust Portfolio, write to the Distributor at 1818 Market Street,
Philadelphia, PA 19103 or call 1-800-523-1918 for the Class A, B and C Shares or
1-800-510-4015 for the Institutional Class.
1
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TABLE OF CONTENTS
Page
Fund History
Investment Policies, Portfolio Techniques and Risk Considerations
Investment Restrictions
Investment Policies and Risks
Accounting and Tax Issues
Trading Practices and Brokerage
Portfolio Turnover
Purchasing Shares
Investment Plans
Determining Offering Price and Net Asset Value
Redemption and Exchange
Dividends and Capital Gain Distributions
Taxes
Valuation of Shares
Investment Management Agreements and Sub-Advisory Agreements
Officers and Directors
General Information
Performance Information
Financial Statements
Appendix A - Ratings
Appendix B--Investment Objectives of the Funds in the
Delaware Investments Family
2
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FUND HISTORY
The Fund was organized as a Maryland corporation on May 30, 1991. The
Articles of Incorporation permit the Fund to issue two billion shares of common
stock with $.01 par value and fifty million shares have been allocated to each
Portfolio. The Board of Directors has the power to designate one or more classes
of shares of common stock and to classify and reclassify any unissued shares
with respect to such classes. Foundation Funds was organized as a Delaware
business trust on October 24, 1997.
The shares of each Portfolio, when issued, will be fully paid,
non-assessable, fully transferable and redeemable at the option of the holder.
The shares have no preference as to the conversion, exchange, dividends,
retirement or other features and have no preemptive rights. The shares of each
Portfolio have noncumulative voting rights, which means that the holders of more
than 50% of the shares voting for the election of directors/trustees can elect
100% of the directors/trustees if they choose to do so. Shares of each Portfolio
entitled to vote on a matter will vote in the aggregate and not by Portfolio,
except when the matter to be voted upon affects only the interests of
shareholders of a particular Portfolio or class of shares of a Portfolio when
otherwise expressly required by law. Neither the Fund nor Foundation Funds issue
certificates for shares unless a shareholder submits a specific request. Under
Maryland law, the Fund is not required, and does not intend, to hold annual
meetings of its shareholders unless, under certain circumstances, it is required
to do so under the 1940 Act. Under Foundation Funds' Declaration of Trust and
By-Laws, it is also not required, and does not intend, to hold annual meetings
unless required to do so by the 1940 Act.
Delaware Pooled Trust, Inc. offers various Portfolios providing eligible
investors a broad range of investment choices coupled with the advantage of a
no-load mutual fund with the service companies of Delaware Investments providing
customized services as investment adviser, administrator and distributor. Each
Portfolio, other than The Real Estate Investment Trust Portfolio, The Real
Estate Investment Trust Portfolio II, The Global Fixed Income Portfolio, The
International Fixed Income Portfolio, The Emerging Markets Portfolio and The
Asset Allocation Portfolio, is a diversified fund as defined by the Investment
Company Act of 1940 ("1940 Act"). The Real Estate Investment Trust Portfolio,
The Real Estate Investment Trust Portfolio II, The Global Fixed Income
Portfolio, The International Fixed Income Portfolio, The Emerging Markets
Portfolio and The Asset Allocation Portfolio are nondiversified funds as defined
by the 1940 Act.
3
<PAGE>
INVESTMENT POLICIES, PORTFOLIO TECHNIQUES AND RISK CONSIDERATIONS
Investment Restrictions
Pooled Trust, Inc. and Foundation Funds, as applicable, have adopted
the following restrictions for each of the Portfolios (except where otherwise
noted) which cannot be changed without approval by the holders of a "majority"
of the respective Portfolio's outstanding shares, which is a vote by the holders
of the lesser of a) 67% or more of the voting securities present in person or by
proxy at a meeting, if the holders of more than 50% of the outstanding voting
securities are present or represented by proxy; or b) more than 50% of the
outstanding voting securities. The percentage limitations contained in the
restrictions and policies set forth herein apply at the time a Portfolio
purchases securities.
The investment objective of all the Portfolios except The Labor Select
International Equity Portfolio are not fundamental, and may be changed without
shareholder approval. However, The Board of Directors or Trustees, as
appropriate for will notify shareholders prior to a material change in a
Portfolio's objective.
Each Portfolio, other than The Labor Select International Equity
Portfolio, shall not:
1. With respect to each Portfolio, except the Real Estate Investment
Trust Portfolios, make investments that will result in the concentration (as
that term may be defined in the 1940 Act, any rule or order thereunder, or U.S.
Securities and Exchange Commission ("SEC") staff interpretation thereof) of its
investments in the securities of issuers primarily engaged in the same industry,
provided that this restriction does not limit the Portfolio from investing in
obligations issued or guaranteed by the U.S. government, its agencies or
instrumentalities, or in tax-exempt securities or certificates of deposit. The
Real Estate Investment Trust Portfolios will concentrate their respective
investments in the real estate industry. Each of The Real Estate Investment
Trust Portfolios otherwise make investments that will result in the
concentration (as that term may be defined in the 1940 Act, any rule or order
thereunder, or SEC staff interpretation thereof) of its investments in the
securities of issuers primarily engaged in the same industry, provided that this
restriction does not limit the Portfolio from investing in obligations issued or
guaranteed by the U.S. government, its agencies or instrumentalities, or in
tax-exempt securities or certificates of deposit.
2. Borrow money or issue senior securities, except as the 1940 Act, any
rule or order thereunder, or SEC staff interpretation thereof, may permit.
3. Underwrite the securities of other issuers, except that the
Portfolio may engage in transactions involving the acquisition, disposition or
resale of its portfolio securities, under circumstances where it may be
considered to be an underwriter under the Securities Act of 1933.
4. With respect to each Portfolio, purchase or sell real estate, unless
acquired as a result of ownership of securities or other instruments and
provided that this restriction does not prevent the Portfolio from investing in
issuers which invest, deal or otherwise engage in transactions in real estate or
interests therein, or investing in securities that are secured by real estate or
interests therein.
5. Purchase or sell physical commodities, unless acquired as a result
of ownership of securities or other instruments and provided that this
restriction does not prevent the Portfolio from engaging in transactions
involving futures contracts and options thereon or investing in securities that
are secured by physical commodities.
6. Make loans, provided that this restriction does not prevent the
Portfolio from purchasing debt obligations, entering into repurchase agreements,
loaning its assets to broker/dealers or institutional investors and investing in
loans, including assignments and participation interests.
In addition to the fundamental policies and investment restrictions
described above, and the various general investment policies described in the
prospectus, each Portfolio, other that The Labor Select International Equity
Portfolio, will be subject to the following investment restrictions, which are
considered non-fundamental and may be changed by the Board of Directors or
Trustees without shareholder approval.
4
<PAGE>
1. The Portfolio is permitted to invest in other investment companies,
including open-end, closed-end or unregistered investment companies, either
within the percentage limits set forth in the 1940 Act, any rule or order
thereunder, or SEC staff interpretation thereof, or without regard to percentage
limits in connection with a merger, reorganization, consolidation or other
similar transaction. However, none of the Portfolios, except The Asset
Allocation Portfolio, may operate as a "fund of funds" which invests primarily
in the shares of other investment companies as permitted by Section 12(d)(1)(F)
or (G) of the 1940 Act, if its own shares are utilized as investments by such a
"fund of funds."
2. The Portfolio may not invest more than 15% of its net assets in
securities which it cannot sell or dispose of in the ordinary course of business
within seven days at approximately the value at which the Portfolio has valued
the investment.
The Labor Select International Equity Portfolio shall not:
1. Make loans, except to the extent that purchases of debt obligations
(including repurchase agreements), in accordance with the Portfolio's investment
objective and policies, are considered loans, and except that the Portfolio may
loan up to 25% of its respective assets to qualified broker/dealers or
institutional investors for their use relating to short sales or other security
transactions.
2. Purchase or sell real estate or real estate limited partnerships,
but this shall not otherwise prevent a Portfolio from investing in securities
secured by real estate or interests therein.
3. Engage in the underwriting of securities of other issuers, except
that in connection with the disposition of a security, the Portfolio may be
deemed to be an "underwriter" as that term is defined in the Securities Act of
1933.
4. Make any investment which would cause more than 25% of the market or
other fair value of its respective total assets to be invested in the securities
of issuers all of which conduct their principal business activities in the same
industry. This restriction does not apply to obligations issued or guaranteed by
the U.S.
government, its agencies or instrumentalities.
5. Purchase or sell commodities or commodity contracts.
6. Enter into futures contracts or options thereon.
7. Make short sales of securities, or purchase securities on margin..
8. Purchase or retain the securities of any issuer which has an
officer, director or security holder who is a director or officer of Pooled
Trust, Inc. or of either of the investment advisers if or so long as the
directors and officers of Pooled Trust, Inc. and of the investment advisers
together own beneficially more than 5% of any class of securities of such
issuer.
9. Invest in interests in oil, gas and other mineral leases or other
mineral exploration or development programs.
5
<PAGE>
10. Borrow money, except as a temporary measure for extraordinary
purposes or to facilitate redemptions. Any borrowing will be done from a bank
and to the extent that such borrowing exceeds 5% of the value of its respective
net assets, asset coverage of at least 300% is required. In the event that such
asset coverage shall at any time fall below 300%, the Portfolio shall, within
three days thereafter (not including Sunday or holidays) or such longer period
as the Securities and Exchange Commission ("Commission") may prescribe by rules
and regulations, reduce the amount of its borrowings to such an extent that the
asset coverage of such borrowings shall be at least 300%. No investment
securities will be purchased while the Portfolio has an outstanding borrowing.
The Portfolio will not pledge more than 10% of its respective net assets. The
Portfolio will not issue senior securities as defined in the Investment Company
Act of 1940 (the "1940 Act"), except for notes to banks.
11. As to 75% of its respective total assets, invest more than 5% of
its respective total assets in the securities of any one issuer (other than
obligations issued or guaranteed by the U.S. government, its agencies or
instrumentalities).
12. Invest in securities of other investment companies, except by
purchase in the open market involving only customary brokers' commissions or in
connection with a merger, consolidation or other acquisition or as may otherwise
be permitted by the 1940 Act.
13. Purchase more than 10% of the outstanding voting securities of any
issuer, or invest in companies for the purpose of exercising control or
management.
14. Write, purchase or sell options, puts, calls or combinations
thereof with respect to securities.
15. Invest more than 5% of the value of its respective total assets in
securities of companies less than three years old. Such three-year period shall
include the operation of any predecessor company or companies.
16. Invest more than 10% of its respective total assets in repurchase
agreements maturing in more than seven days and other illiquid assets.
For purposes of investment restriction 16, it is Pooled Trust, Inc.'s
policy, changeable without shareholder vote, that "illiquid assets" include
securities of foreign issuers which are not listed on a recognized U.S. or
foreign exchange and for which a bona fide market does not exist at the time of
purchase or subsequent valuation.
In addition to the restrictions set forth above, in connection with the
qualification of the Portfolio's shares for sale in certain states, the
Portfolio may not invest in warrants if such warrants, valued at the lower of
cost or market, would exceed 5% of the value of the Portfolio's net assets.
Included within such amount, but not to exceed 2% of the Portfolio's net assets
may be warrants which are not listed on the New York Stock Exchange or American
Stock Exchange. Warrants acquired by the Portfolio in units or attached to
securities may be deemed to be without value.
The following are additional investment restrictions. Unlike the
investment restrictions listed above, these are non-fundamental investment
restrictions and may be changed by Pooled Trust, Inc.'s Board of Directors
without shareholder approval.
Each Portfolio (other than The International Mid-Cap Sub Portfolio, The
Mid-Cap Value Equity Portfolio, The Small-Cap Value Equity Portfolio, The Global
Equity Portfolio, The Emerging Markets Portfolio, The Aggregate Fixed Income
Portfolio and The Diversified Core Fixed Income Portfolio) shall not:
1. Make loans, except to the extent that purchases of debt obligations
(including repurchase agreements), in accordance with a Portfolio's investment
objective and policies, are considered loans, and except that each Portfolio may
loan up to 25% of its respective assets to qualified broker/dealers or
institutional investors for their use relating to short sales or other security
transactions.
6
<PAGE>
2. Purchase or sell real estate or real estate limited partnerships,
but this shall not otherwise prevent a Portfolio from investing in securities
secured by real estate or interests therein and except that The Real Estate
Investment Trust Portfolio and The Real Estate Investment Trust Portfolio II
(collectively, "The Real Estate Investment Trust Portfolios") may each own real
estate directly as a result of a default on securities the Portfolio owns.
3. Engage in the underwriting of securities of other issuers, except
that in connection with the disposition of a security, a Portfolio may be deemed
to be an "underwriter" as that term is defined in the Securities Act of 1933.
4. Make any investment which would cause more than 25% of the market or
other fair value of its respective total assets to be invested in the securities
of issuers all of which conduct their principal business activities in the same
industry, except that each of The Real Estate Investment Trust Portfolios shall
invest in excess of 25% of its total assets in the securities of issuers in the
real estate industry. This restriction does not apply to obligations issued or
guaranteed by the U.S. government, its agencies or instrumentalities.
5. Purchase or sell commodities or commodity contracts, except that The
Mid-Cap Growth Equity Portfolio, The Real Estate Investment Trust Portfolios and
The International Fixed Income Portfolio may enter into futures contracts and
may purchase and sell options on futures contracts in accordance with the
related Prospectus, subject to investment restriction 6 below.
6. Enter into futures contracts or options thereon, except that The
Mid-Cap Growth Equity Portfolio, The Real Estate Investment Trust Portfolios and
The International Fixed Income Portfolio may each enter into futures contracts
and options thereon to the extent that not more than 5% of its assets are
required as futures contract margin deposits and premiums on options and only to
the extent that obligations under such contracts and transactions represent not
more than 20% of its total assets.
7. Make short sales of securities, or purchase securities on margin,
except that The Mid-Cap Growth Equity Portfolio, The Real Estate Investment
Trust Portfolios and The International Fixed Income Portfolio may satisfy margin
requirements with respect to futures transactions.
8. Purchase or retain the securities of any issuer which has an
officer, director or security holder who is a director or officer of Pooled
Trust, Inc. or of either of the investment advisers if or so long as the
directors and officers of Pooled Trust, Inc. and of the investment advisers
together own beneficially more than 5% of any class of securities of such
issuer.
9. Invest in interests in oil, gas and other mineral leases or other
mineral exploration or development programs.
10. Borrow money, except as a temporary measure for extraordinary
purposes or to facilitate redemptions. Any borrowing will be done from a bank
and to the extent that such borrowing exceeds 5% of the value of its respective
net assets, asset coverage of at least 300% is required. In the event that such
asset coverage shall at any time fall below 300%, a Portfolio shall, within
three days thereafter (not including Sunday or holidays) or such longer period
as the Securities and Exchange Commission ("Commission") may prescribe by rules
and regulations, reduce the amount of its borrowings to such an extent that the
asset coverage of such borrowings shall be at least 300%. No investment
securities will be purchased while a Portfolio has an outstanding borrowing. A
Portfolio will not pledge more than 10% of its respective net assets. A
Portfolio will not issue senior securities as defined in the Investment Company
Act of 1940 (the "1940 Act"), except for notes to banks.
7
<PAGE>
In addition to the restrictions set forth above, in connection with the
qualification of a Portfolio's shares for sale in certain states, a Portfolio
may not invest in warrants if such warrants, valued at the lower of cost or
market, would exceed 5% of the value of a Portfolio's net assets. Included
within such amount, but not to exceed 2% of a Portfolio's net assets may be
warrants which are not listed on the New York Stock Exchange or American Stock
Exchange. Warrants acquired by a Portfolio in units or attached to securities
may be deemed to be without value.
The following additional non-fundamental investment restrictions apply
to each of the Portfolios, except The International Mid-Cap Sub Portfolio, The
Mid-Cap Value Equity Portfolio, The Small-Cap Value Equity Portfolio, The Labor
Select International Equity Portfolio, The Real Estate Investment Trust
Portfolios, The International Fixed Income Portfolio, The High-Yield Bond
Portfolio, The Emerging Markets Portfolio, The Aggregate Fixed Income Portfolio
and The Diversified Core Fixed Income Portfolio, or as otherwise noted.
Each Portfolio (other than The International Mid-Cap Sub Portfolio, The
Mid-Cap Value Equity Portfolio, The Small-Cap Value Equity Portfolio, The Real
Estate Investment Trust Portfolios, The International Fixed Income Portfolio,
The High-Yield Bond Portfolio, The Emerging Markets Portfolio, The Aggregate
Fixed Income Portfolio and The Diversified Core Fixed Income Portfolio shall
not:
1. As to 75% of its respective total assets, invest more than 5% of its
respective total assets in the securities of any one issuer (other than
obligations issued or guaranteed by the U.S. government, its agencies or
instrumentalities). This restriction shall also apply to The Labor Select
International Equity Portfolio and The High-Yield Bond Portfolio. This
restriction shall apply to only 50% of the total assets of The Global Fixed
Income Portfolio.
2. Invest in securities of other investment companies, except by
purchase in the open market involving only customary brokers' commissions or in
connection with a merger, consolidation or other acquisition or as may otherwise
be permitted by the 1940 Act.
3. Purchase more than 10% of the outstanding voting securities of any
issuer, or invest in companies for the purpose of exercising control or
management.
4. Write, purchase or sell options, puts, calls or combinations thereof
with respect to securities, except that The Mid-Cap Growth Equity Portfolio may:
(a) write covered call options with respect to any or all parts of its portfolio
securities; (b) purchase call options to the extent that the premiums paid on
all outstanding call options do not exceed 2% of the Portfolio's total assets;
(c) write secured put options; and (d) purchase put options, if the Portfolio
owns the security covered by the put option at the time of purchase, and
provided that premiums paid on all put options outstanding do not exceed 2% of
its total assets. The Portfolio may sell call or put options previously
purchased and enter into closing transactions with respect to the activities
noted above.
5. Invest more than 5% of the value of its respective total assets in
securities of companies less than three years old. Such three-year period shall
include the operation of any predecessor company or companies.
6. Invest more than 10% of its respective total assets in repurchase
agreements maturing in more than seven days and other illiquid assets.
For purposes of investment restriction 6, it is Pooled Trust, Inc.'s
policy, changeable without shareholder vote, that "illiquid assets" include
securities of foreign issuers which are not listed on a recognized U.S. or
foreign exchange and for which a bona fide market does not exist at the time of
purchase or subsequent valuation.
8
<PAGE>
The following additional non-fundamental investment restrictions apply
to The Labor Select International Equity Portfolio, The Real Estate Investment
Trust Portfolios, The International Fixed Income Portfolio and The High-Yield
Bond Portfolio.
Except as noted below, each of The Labor Select International Equity
Portfolio, The Real Estate Investment Trust Portfolios, The International Fixed
Income Portfolio and The High-Yield Bond Portfolio shall not:
1. As to 50% of the respective total assets of The Real Estate
Investment Trust Portfolios and The International Fixed Income Portfolio, invest
more than 5% of its respective total assets in the securities of any one issuer
(other than obligations issued or guaranteed by the U.S. government, its
agencies or instrumentalities).
2. Invest in securities of other investment companies, except by
purchase in the open market involving only customary brokers' commissions or in
connection with a merger, consolidation or other acquisition or as may otherwise
be permitted by the 1940 Act.
3. Invest more than 5% of the value of its respective total assets in
securities of companies less than three years old. Such three-year old period
shall include the operation of any predecessor company or companies. This
restriction shall not apply to The Real Estate Investment Trust Portfolios and
their investments in the securities of real estate investment trusts.
4. Purchase more than 10% of the outstanding voting securities of any
issuer, or invest in companies for the purpose of exercising control or
management.
5. Write, purchase or sell options, puts, calls or combinations thereof
with respect to securities, except that each of The Real Estate Investment Trust
Portfolios may: (a) write covered call options with respect to any or all parts
of its portfolio securities; (b) purchase call options to the extent that the
premiums paid on all outstanding call options do not exceed 2% of the
Portfolio's total assets; (c) write secured put options; and (d) purchase put
options, if the Portfolio owns the security covered by the put option at the
time of purchase, and provided that premiums paid on all put options outstanding
do not exceed 2% of its total assets. Each Portfolio may sell call or put
options previously purchased and enter into closing transactions with respect to
the activities noted above.
6. Invest more than 15% of its respective total assets, determined at
the time of purchase, in repurchase agreements maturing in more than seven days
and other illiquid assets.
For purposes of investment restriction 6, it is Pooled Trust, Inc.'s
policy that "illiquid assets" include securities of foreign issuers which are
not listed on a recognized U.S. or foreign exchange and for which no bona fide
market exists at the time of purchase.
The following additional non-fundamental investment restrictions apply
to The Mid-Cap Value Equity Portfolio, The Global Equity Portfolio, The Emerging
Markets Portfolio, The Aggregate Fixed Income Portfolio and The Diversified Core
Fixed Income Portfolio (except where otherwise noted). The percentage
limitations contained in these restrictions and policies apply at the time a
Portfolio purchases securities.
Except as noted below, each of The Mid-Cap Value Equity Portfolio, The
Global Equity Portfolio, The Emerging Markets Portfolio, The Aggregate Fixed
Income Portfolio and The Diversified Core Fixed Income Portfolio shall not:
1. As to 75% of its total assets, invest more than 5% of its total
assets in the securities of any one issuer (other than obligations issued, or
guaranteed by, the U.S. government, its agencies or instrumentalities). This
restriction shall not apply to The Emerging Markets Portfolio.
9
<PAGE>
2. Invest 25% or more of its total assets in any one industry provided
that there is no limitation with respect to investments in obligations issued or
guaranteed as to principal or interest by the U.S.
Government, its agencies or instrumentalities.
3. Make loans other than by the purchase of all or a portion of a
publicly or privately distributed issue of bonds, debentures or other debt
securities of the types commonly offered publicly or privately and purchased by
financial institutions (including repurchase agreements), whether or not the
purchase was made upon the original issuance of the securities, and except that
the Portfolio may loan its assets to qualified broker/dealers or institutional
investors.
4. Engage in underwriting of securities of other issuers, except that
portfolio securities, including securities purchased in private placements, may
be acquired under circumstances where, if sold, the Portfolio might be deemed to
be an underwriter under the Securities Act of 1933. No limit is placed on the
proportion of the Portfolio's assets which may be invested in such securities.
5. Borrow money or issue senior securities, except to the extent
permitted by the 1940 Act or any rule or order thereunder or interpretation
thereof. Subject to the foregoing, the Portfolio may engage in short sales,
purchase securities on margin, and write put and call options.
6. Purchase or sell physical commodities or physical commodity
contracts, including physical commodity options or futures contracts in a
contract market or other futures market.
7. Purchase or sell real estate; provided that the Portfolio may invest
in securities secured by real estate or interests therein or issued by companies
which invest in real estate or interests therein.
Investment Policies and Risks
Foreign Investment Information (The International Mid-Cap Sub Portfolio, The
International Equity Portfolio, The Labor Select International Equity Portfolio,
The Real Estate Investment Trust Portfolios, The
10
<PAGE>
Global Fixed Income Portfolio, The International Fixed Income Portfolio, The
High-Yield Bond Portfolio, The Diversified Core Fixed Income Portfolio, The
Emerging Markets Portfolio, The Global Equity Portfolio, The International
Small-Cap, The Balanced, The Equity Income, The Asset Allocation Portfolio, The
Small-Cap Value Equity Portfolio, The Small-Cap Growth Equity Portfolio and The
Core Equity Portfolio)
Investors in The International Mid-Cap Sub 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, The Global Equity Portfolio and The International Small-Cap
(as well as in The Real Estate Investment Trust Portfolios, The Diversified Core
Fixed Income Portfolio, The High-Yield Bond Portfolio, The Asset Allocation
Portfolio, The Small-Cap Growth Equity Portfolio, The Balanced, The Equity
Income and The Core Equity Portfolio, each of which possesses a limited ability
to invest in foreign securities) should recognize that investing in securities
issued by foreign corporations and foreign governments involves certain
considerations, including those set forth in the related Prospectus, which are
not typically associated with investments in United States issuers. Since the
securities of foreign issuers are frequently denominated in foreign currencies,
and since each Portfolio may temporarily hold uninvested reserves in bank
deposits in foreign currencies, these Portfolios will be affected favorably or
unfavorably by changes in currency rates and in exchange control regulations,
and may incur costs in connection with conversions between various currencies.
The investment policies of each Portfolio, except The High-Yield Bond Portfolio,
permit each to enter into forward foreign currency exchange contracts and permit
The International Fixed Income Portfolio, The Diversified Core Fixed Income
Portfolio, The Emerging Markets Portfolio, The Global Equity Portfolio, The
Asset Allocation Portfolio, The Small-Cap Growth Equity Portfolio and The Core
Equity Portfolio to engage in certain options and futures activities, in order
to hedge holdings and commitments against changes in the level of future
currency rates. See Foreign Currency Transactions (The International Equity
Portfolio, The International Mid-Cap Sub Portfolio, The Labor Select
International Equity Portfolio, The Real Estate Investment Trust Portfolios, The
Global Fixed Income Portfolio, The International Fixed Income Portfolio, The
Emerging Markets Portfolio, The Global Equity Portfolio, The International
Small-Cap, The Diversified Core Fixed Income Portfolio, The Asset Allocation
Portfolio, The Small-Cap Growth Equity Portfolio and The Core Equity Portfolio),
below.
The International Mid-Cap Sub Portfolio, The International Equity
Portfolio, The Labor Select International Equity Portfolio, The Global Equity
Portfolio, The Emerging Markets Portfolio, The Global Fixed Income Portfolio,
The International Fixed Income Portfolio and The International Small-Cap
Portfolio (and The Real Estate Investment Trust, The High-Yield Bond, The
Diversified Core Fixed Income, The Asset Allocation, The Small-Cap Growth
Equity, The Balanced, The Equity Income, The Small-Cap Value Equity and The
Core Equity Portfolios, up to 10%, 10%, 20%, 10%, 5%, 25%, 5%, 5% and 20%,
respectively, of their total assets) will invest in securities of foreign
issuers and may hold foreign currency. Each of these Portfolios has the right to
purchase securities in any developed, underdeveloped or emerging country. The
Emerging Markets Portfolio, under normal market conditions, will invest at least
65% of its total assets in securities of issuers in emerging markets. Investors
should consider carefully the substantial risks involved in investing in
securities issued by companies and governments of foreign nations. These risks
are in addition to the usual risks inherent in domestic investments. There is
the possibility of expropriation, nationalization or confiscatory taxation,
taxation of income earned in foreign nations or other taxes imposed with respect
to investments in foreign nations, foreign exchange control (which may include
suspension of the ability to transfer currency from a given country), default in
foreign government securities, political or social instability or diplomatic
developments which could affect investments in securities of issuers in those
nations.
In addition, in many countries, there is substantially less publicly
available information about issuers than is available in reports about companies
in the United States and this information tends to be of a lesser quality.
Foreign companies are not subject to uniform accounting, auditing and financial
reporting standards, and auditing practices and requirements may not be
comparable to those applicable to United States companies. In particular, the
assets and profits appearing on the financial statements of a developing or
emerging country issuer may not reflect its financial position or results of
operations in the way they would be reflected had the financial statements been
prepared in accordance with United States generally accepted accounting
principles. Also, for an issuer that keeps accounting records in local currency,
inflation accounting rules may require for both tax and accounting purposes,
that certain
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assets and liabilities be restated on the issuer's balance sheet in order to
express items in terms of currency or constant purchasing power. Inflation
accounting may indirectly generate losses or profits. Consequently, financial
data may be materially affected by restatements for inflation and may not
accurately reflect the real condition of those issuers and securities markets.
It is also expected that the expenses for custodial arrangements of The
International Equity, The Labor Select International Equity, The Real Estate
Investment Trust, The Diversified Core Fixed Income, The Global Fixed Income,
The International Fixed Income, The High-Yield Bond, The Global Equity, The
Emerging Markets, The Asset Allocation, The Small-Cap Value Equity, The
Small-Cap Growth Equity, International Small-Cap and The Core Equity Portfolios'
foreign securities will be somewhat greater than the expenses for the custodial
arrangements for U.S. securities of equal value. Dividends and interest paid by
foreign issuers may be subject to withholding and other foreign taxes. Although
in some countries a portion of these taxes is recoverable, the non-recovered
portion of foreign withholding taxes will reduce the income a Portfolio receives
from the companies comprising the Portfolio's investments. See "TAXES."
Further, a Portfolio may encounter difficulty or be unable to pursue legal
remedies and obtain judgments in foreign courts. Commission rates on securities
transactions in foreign countries, which are sometimes fixed rather than subject
to negotiation as in the United States, are likely to be higher. Further, the
settlement period of securities transactions in foreign markets may be longer
than in domestic markets, and may be subject to administrative uncertainties. In
many foreign countries, there is less government supervision and regulation of
business and industry practices, stock exchanges, brokers and listed companies
than in the United States, and capital requirements for brokerage firms are
generally lower. The foreign securities markets of many of the countries in
which a Portfolio may invest may also be smaller, less liquid and subject to
greater price volatility than those in the United States.
Compared to the United States and other developed countries, emerging
countries may have volatile social conditions, relatively unstable governments
and political systems, economies based on only a few industries and economic
structures that are less diverse and mature, and securities markets that trade a
small number of securities, which can result in a low or nonexistent volume of
trading. Prices in these securities markets tend to be volatile and, in the
past, securities in these countries have offered greater potential for gain (as
well as loss) than securities of companies located in developed countries. Until
recently, there has been an absence of a capital market structure or
market-oriented economy in certain emerging countries. Further, investments and
opportunities for investments by foreign investors are subject to a variety of
national policies and restrictions in many emerging countries. These
restrictions may take the form of prior governmental approval, limits on the
amount or type of securities held by foreigners, limits on the types of
companies in which foreigners may invest and prohibitions on foreign investments
in issuers or industries deemed sensitive to national interests. Additional
restrictions may be imposed at any time by these or other countries in which a
Portfolio invests. Also, the repatriation of both investment income and capital
from several foreign countries is restricted and controlled under certain
regulations, including, in some cases, the need for certain governmental
consents. Although these restrictions may in the future make it undesirable to
invest in emerging countries, the investment managers for the Portfolios do not
believe that any current repatriation restrictions would affect their decision
to invest in such countries. Countries such as those in which a Portfolio may
invest, and in which The Emerging Markets Portfolio will primarily invest, have
historically experienced and may continue to experience, substantial, and in
some periods extremely high rates of inflation for many years, high interest
rates, exchange rate fluctuations or currency depreciation, large amounts of
external debt, balance of payments and trade difficulties and extreme poverty
and unemployment. Other factors which may influence the ability or willingness
to service debt include, but are not limited to, a country's cash flow
situation, the availability of sufficient foreign exchange on the date a payment
is due, the relative size of its debt service burden to the economy as a whole,
its government's policy towards the International Monetary Fund, the World Bank
and other international agencies and the political constraints to which a
government debtor may be subject.
With respect to investment in debt issues of foreign governments, the
ability of a foreign government or government-related issuer to make timely and
ultimate payments on its external debt obligations will also be strongly
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influenced by the issuer's balance of payments, including export performance,
its access to international credits and investments, fluctuations in interest
rates and the extent of its foreign reserves. A country whose exports are
concentrated in a few commodities or whose economy depends on certain strategic
imports could be vulnerable to fluctuations in international prices of these
commodities or imports. To the extent that a country receives payment for its
exports in currencies other than dollars, its ability to make debt payments
denominated in dollars could be adversely affected. If a foreign government or
government-related issuer cannot generate sufficient earnings from foreign trade
to service its external debt, it may need to depend on continuing loans and aid
from foreign governments, commercial banks and multilateral organizations, and
inflows of foreign investment. The commitment on the part of these foreign
governments, multilateral organizations and others to make such disbursements
may be conditioned on the government's implementation of economic reforms and/or
economic performance and the timely service of its obligations. Failure to
implement such reforms, achieve such levels of economic performance or repay
principal or interest when due may curtail the willingness of such third parties
to lend funds, which may further impair the issuer's ability or willingness to
service its debts in a timely manner. The cost of servicing external debt will
also generally be adversely affected by rising international interest rates
because many external debt obligations bear interest at rates which are adjusted
based upon international interest rates. The ability to service external debt
will also depend on the level of the relevant government's international
currency reserves and its access to foreign exchange. Currency devaluations may
affect the ability of a government issuer to obtain sufficient foreign exchange
to service its external debt.
As a result of the foregoing, a foreign governmental issuer may default on
its obligations. If such a default occurs, a Portfolio may have limited
effective legal recourse against the issuer and/or guarantor. Remedies must, in
some cases, be pursued in the courts of the defaulting party itself, and the
ability of the holder of foreign government and government-related debt
securities to obtain recourse may be subject to the political climate in the
relevant country. In addition, no assurance can be given that the holders of
commercial bank debt will not contest payments to the holders of other foreign
government and government-related debt obligations in the event of default under
their commercial bank loan agreements.
The issuers of the foreign government and government-related high-yield
securities, including Brady Bonds, in which The Emerging Markets, The
International Fixed Income, The Global Fixed Income, The Diversified Core Fixed
Income, The International Small-Cap and The Asset Allocation Portfolios expect
to invest have in the past experienced substantial difficulties in servicing
their external debt obligations, which have led to defaults on certain
obligations and the restructuring of certain indebtedness. Restructuring
arrangements have included, among other things, reducing and rescheduling
interest and principal payments by negotiating new or amended credit agreements
or converting outstanding principal and unpaid interest to Brady Bonds, and
obtaining new credit to finance interest payments. Holders of certain foreign
government and government-related high yield securities may be requested to
participate in the restructuring of such obligations and to extend further loans
to their issuers. There can be no assurance that the Brady Bonds and other
foreign government and government-related high yield securities in which The
Emerging Markets, The International Fixed Income, The Global Fixed Income, The
Diversified Core Fixed Income and The Asset Allocation Portfolios may invest
will not be subject to similar defaults or restructuring arrangements which may
adversely affect the value of such investments. Furthermore, certain
participants in the secondary market for such debt may be directly involved in
negotiating the terms of these arrangements and may therefore have access to
information not available to other market participants.
With respect to forward foreign currency exchange, the precise matching of
forward contract amounts and the value of the securities involved is generally
not possible since the future value of such securities in foreign currencies
will change as a consequence of market movements in the value of those
securities between the date the forward contract is entered into and the date it
matures. The projection of short-term currency strategy is highly uncertain. See
"Forward Foreign Currency Exchange Contracts" below.
There has been in the past, and there may be again in the future, an
interest equalization tax levied by the United States in connection with the
purchase of foreign securities such as those purchased by the Portfolios.
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Payment of such interest equalization tax, if imposed, would reduce a
Portfolio's rate of return on its investment. Dividends paid by foreign issuers
may be subject to withholding and other foreign taxes which may decrease the net
return on such investments as compared to dividends paid to a Portfolio by
United States issuers. Special rules govern the federal income tax treatment of
certain transactions denominated in terms of a currency other than the U.S.
dollar or determined by reference to the value of one or more currencies other
than the U.S. dollar. The types of transactions covered by the special rules
include, as relevant, the following: (i) the acquisition of, or becoming the
obligor under, a bond or other debt instrument (including, to the extent
provided in Treasury Regulations, preferred stock); (ii) the accruing of certain
trade receivables and payables; and (iii) the entering into or acquisition of
any forward contract and similar financial instrument if such instrument is not
"marked to market." The disposition of a currency other than the U.S. dollar by
a U.S. taxpayer is also treated as a transaction subject to the special currency
rules. With respect to transactions covered by the special rules, foreign
currency gain or loss is calculated separately from any gain or loss on the
underlying transaction and is normally taxable as ordinary gain or loss. A
taxpayer may elect to treat as capital gain or loss foreign currency gain or
loss arising from certain identified forward contracts that are capital assets
in the hands of the taxpayer and which are not part of a straddle. The Treasury
Department has authority to issue regulations under which certain transactions
subject to the special currency rules that are part of a "section 988 hedging
transaction" (as defined in the Internal Revenue Code of 1986, as amended (the
"Code"), and the Treasury Regulations) will be integrated and treated as a
single transaction or otherwise treated consistently for purposes of the Code.
Any gain or loss attributable to the foreign currency component of a transaction
engaged in by a Portfolio which is not subject to the special currency rules
(such as foreign equity investments other than certain preferred stocks) will be
treated as capital gain or loss and will not be segregated from the gain or loss
on the underlying transaction. It is anticipated that some of the non-U.S.
dollar denominated investments and foreign currency contracts the Portfolios may
make or enter into will be subject to the special currency rules described
above.
With reference to the Portfolios' investments in foreign government
securities, there is the risk that a foreign governmental issuer may default on
its obligations. If such a default occurs, a Portfolio may have limited
effective legal recourse against the issuer and/or guarantor. Remedies must, in
some cases, be pursued in the courts of the defaulting party itself, and the
ability of the holder of foreign government and government-related debt
securities to obtain recourse may be subject to the political climate in the
relevant country. In addition, no assurance can be given that the holders of
commercial bank debt will not contest payments to the holders of other foreign
government and government-related debt obligations in the event of default under
their commercial bank loan agreements.
The issuers of foreign government and government-related debt securities
have in the past experienced substantial difficulties in servicing their
external debt obligations, which have led to defaults on certain obligations and
the restructuring of certain indebtedness. Restructuring arrangements have
included, among other things, reducing and rescheduling interest and principal
payments by negotiating new or amended credit agreements or converting
outstanding principal and unpaid interest to Brady Bonds, and obtaining new
credit to finance interest payments. Holders of certain foreign government and
government-related high-yield securities may be requested to participate in the
restructuring of such obligations and to extend further loans to their issuers.
There can be no assurance that Brady Bonds and other foreign government and
government-related securities will not be subject to similar defaults or
restructuring arrangements which may adversely affect the value of such
investments. Furthermore, certain participants in the secondary market for such
debt may be directly involved in negotiating the terms of these arrangements and
may therefore have access to information not available to other market
participants.
Investments and opportunities for investments by foreign investors in
emerging market countries are subject to a variety of national policies and
restrictions. These restrictions may take the form of prior governmental
approval, limits on the amount or type of securities held by foreigners, limits
on the types of companies in which foreigners may invest and prohibitions on
foreign investments in issuers or industries deemed sensitive to national
interests. Additional restrictions may be imposed at any time by these or other
countries in which the Portfolios'
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invest. Although these restrictions may in the future make it undesirable to
invest in emerging countries, a Portfolio's adviser or sub-adviser, as relevant,
does not believe that any current registration restrictions would affect its
decision to invest in such countries.
As disclosed in the Prospectus for The International Mid-Cap Sub Portfolio,
the foreign short-term fixed-income securities in which the Portfolio may invest
may be U.S. dollar or foreign currency denominated, including EURO. Such
securities may include supranational entities. A supranational entity is an
entity established or financially supported by the national governments of one
or more countries to promote development or reconstruction. They include: The
Work Bank, European Investment Bank, Asian Development Bank, European Economic
Community and the Inter-American Development Bank. Such fixed-income securities
will be typically rated, at the time of purchase, AA or higher by Standard &
Poor's Ratings Group or Aa or higher by Moody's Investor Service, Inc. or of
comparable quality as determined by the Portfolio's investment adviser.
Foreign Currency Transactions (The International Equity Portfolio, The
International Mid-Cap Sub Portfolio, The Labor Select International Equity
Portfolio, The Real Estate Investment Trust Portfolios, The Global Fixed Income
Portfolio, The International Fixed Income Portfolio, The Emerging Markets
Portfolio, The Global Equity Portfolio, The International Small-Cap, The
Diversified Core Fixed Income Portfolio, The Asset Allocation Portfolio, The
Small-Cap Growth Equity Portfolio, The Small-Cap Value Equity Portfolio, The
Balanced, The Equity Income and The Core Equity Portfolio)
The International Equity Portfolio, The International Mid-Cap Sub
Portfolio, The Labor Select International Equity Portfolio, The Global Fixed
Income Portfolio, The International Fixed Income Portfolio, The Emerging Markets
Portfolio, The Global Equity Portfolio and The International Small-Cap Portfolio
(as well as The Real Estate Investment Trust Portfolios, The Diversified Core
Fixed Income Portfolio, The Asset Allocation Portfolio, The Small-Cap Value
Equity Portfolio, The Small-Cap Growth Equity Portfolio, The Balanced Portfolio,
The Equity Income Portfolio and The Core Equity Portfolio, consistent with their
limited ability to invest in foreign securities) may purchase or sell currencies
and/or engage in forward foreign currency transactions in order to expedite
settlement of portfolio transactions and to minimize currency value
fluctuations.
Forward foreign currency contracts are traded in the interbank market
conducted directly between currency traders (usually large commercial banks) and
their customers. A forward contract generally has no deposit requirement, and no
commissions are charged at any stage for trades. A Portfolio will account for
forward contracts by marking to market each day at daily exchange rates.
When a Portfolio enters into a forward contract to sell, for a fixed amount
of U.S. dollars or other appropriate currency, the amount of foreign currency
approximating the value of some or all of its assets denominated in such foreign
currency, its Custodian Bank will place or will cause to be placed cash or
liquid equity or debt securities in a separate account of that Portfolio in an
amount not less than the value of that Portfolio's total assets committed to the
consummation of such forward contracts. If the additional cash or securities
placed in the separate account declines, additional cash or securities will be
placed in the account on a daily basis so that the value of the account will
equal the amount of that Portfolio's commitments with respect to such contracts.
The International Fixed Income Portfolio, The Emerging Markets Portfolio,
The Global Equity Portfolio, The International Small-Cap Portfolio, The Balanced
Portfolio, The Equity Income Portfolio, The Diversified Core Fixed Income
Portfolio and The Asset Allocation Portfolio may also enter into transactions
involving foreign currency options, futures contracts and options on futures
contracts, in order to minimize the currency risk in its investment portfolio.
Foreign currency options are traded in a manner substantially similar to
options on securities. In particular, an option on foreign currency provides the
holder with the right to purchase, in the case of a call option, or to sell, in
the case of a put option, a stated quantity of a particular currency for a fixed
price up to a stated expiration date. The writer of the option undertakes the
obligation to deliver, in the case of a call option, or to purchase, in the case
of a put option, the quantity of the currency called for in the option, upon
exercise of the option by the holder. The
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purchase of an option on a foreign currency may constitute an effective hedge
against fluctuations in exchange rates although, in the event of a rate movement
adverse to a Portfolio's position, a Portfolio may forfeit the entire amount of
the premium plus any related transaction costs. As in the case of other types of
options, the writing of an option on a foreign currency will constitute only a
partial hedge, up to the amount of the premium received, and a Portfolio could
be required to purchase or sell foreign currencies at disadvantageous exchange
rates, thereby incurring losses.
A Portfolio will write call options only if they are "covered" and put
options only if they are secured. A call written by a Portfolio will be
considered covered if a Portfolio owns short-term debt securities with a value
equal to the face amount of the option contract and denominated in the currency
upon which the call is written. A put option written by a Portfolio will be
considered secured if, so long as a Portfolio is obligated as the writer of the
put, it segregates with its Custodian Bank cash or liquid high grade debt
securities equal at all times to the aggregate exercise price of the put.
As in the case of other types of options, the holder of an option on
foreign currency is required to pay a one-time, non-refundable premium, which
represents the cost of purchasing the option. The holder can lose the entire
amount of this premium, as well as related transaction costs, but not more than
this amount. The writer of the option, in contrast, generally is required to
make initial and variation margin payments, similar to margin deposits required
in the trading of futures contacts and the writing of other types of options.
The writer is therefore subject to risk of loss beyond the amount originally
invested and above the value of the option at the time it is entered into.
Certain options on foreign currencies, like forward contracts, are traded
over-the-counter through financial institutions acting as market-makers in such
options and the underlying currencies. Such transactions therefore involve risks
not generally associated with exchange-traded instruments. Options on foreign
currencies may also be traded on national securities exchanges regulated by the
Commission or commodities exchanges regulated by the Commodity Futures Trading
Commission.
A foreign currency futures contract is a bilateral agreement providing for
the purchase and sale of a specified type and amount of a foreign currency. By
its terms, a futures contract provides for a specified settlement date on which,
in the case of the majority of foreign currency futures contracts, the currency
underlying the contract is delivered by the seller and paid for by the
purchaser, or on which, in the case of certain futures contracts, the difference
between the price at which the contract was entered into and the contract's
closing value is settled between the purchaser and seller in cash. Futures
contracts differ from options in that they are bilateral agreements, with both
the purchaser and the seller equally obligated to complete the transactions. In
addition, futures contracts call for settlement only on the expiration date, and
cannot be "exercised" at any other time during their term.
The purchase or sale of a futures contract also differs from the purchase
or sale of a security or the purchase of an option in that no purchase price is
paid or received. Instead, an amount of cash or cash equivalents, which varies
but may be as low as 5% or less of the value of the contract, must be deposited
with the broker as "initial margin" as a good faith deposit. Subsequent payments
to and from the broker referred to as "variation margin" are made on a daily
basis as the value of the currency underlying the futures contract fluctuates,
making positions in the futures contract more or less valuable, a process known
as "marking to the market."
A futures contract may be purchased or sold only on an exchange, known as a
"contract market," designated by the Commodity Futures Trading Commission for
the trading of such contract, and only through a registered futures commission
merchant which is a member of such contract market. A commission must be paid on
each completed purchase and sale transaction. The contract market clearinghouse
guarantees the performance of each party to a futures contract by in effect
taking the opposite side of such contract. At any time prior to the expiration
of a futures contract, a trader may elect to close out its position by taking an
opposite position on the contract market on which the position was entered into,
subject to the availability of a secondary market, which will operate to
terminate the initial position. At that time, a final determination of variation
margin is made and any loss experienced by the trader is required to be paid to
the contract market clearing house while any profit due to the trader must be
delivered to it.
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A call option on a futures contract provides the holder with the right to
purchase, or enter into a "long" position in, the underlying futures contract. A
put option on a futures contract provides the holder with the right to sell, or
enter into a "short" position, in the underlying futures contract. In both
cases, the option provides for a fixed exercise price up to a stated expiration
date. Upon exercise of the option by the holder, the contract market
clearinghouse establishes a corresponding short position for the writer of the
option, in the case of a call option, or a corresponding long position in the
case of a put option and the writer delivers to the holder the accumulated
balance in the writer's margin account which represents the amount by which the
market price of the futures contract at exercise exceeds, in the case of a call,
or is less than, in the case of a put, the exercise price of the option on the
futures contract. In the event that an option written by the Portfolio is
exercised, the Portfolio will be subject to all the risks associated with the
trading of futures contracts, such as payment of variation margin deposits. In
addition, the writer of an option on a futures contract, unlike the holder, is
subject to initial and variation margin requirements on the option position.
A position in an option on a futures contract may be terminated by the
purchaser or seller prior to expiration by effecting a closing purchase or sale
transaction, subject to the availability of a liquid secondary market, which is
the purchase or sale of an option of the same series (i.e., the same exercise
price and expiration date) as the option previously purchased or sold. The
difference between the premiums paid and received represents the trader's profit
or loss on the transaction.
An option becomes worthless to the holder when it expires. Upon exercise of
an option, the exchange or contract market clearinghouse assigns exercise
notices on a random basis to those of its members which have written options of
the same series and with the same expiration date. A brokerage firm receiving
such notices then assigns them on a random basis to those of its customers which
have written options of the same series and expiration date. A writer therefore
has no control over whether an option will be exercised against it, nor over the
timing of such exercise.
Forward Foreign Currency Exchange Contracts
The foreign investments made by The International Mid-Cap Sub, The
International Equity, The Labor Select International Equity, The Real Estate
Investment Trust, The Diversified Core Fixed Income, The Global Fixed Income,
The International Fixed Income, The Global Equity, The Emerging Markets, The
International Small-Cap, The Balanced, The Equity Income, The Asset Allocation,
The Small-Cap Value Equity, The Small-Cap Growth Equity and The Core Equity
Portfolios present currency considerations which pose special risks. The
investment advisers use a purchasing power parity approach to evaluate currency
risk. A purchasing power parity approach attempts to identify the amount of
goods and services that a dollar will buy in the United States and compares that
to the amount of a foreign currency required to buy the same amount of goods and
services in another country. When the dollar buys less abroad, the foreign
currency may be considered to be overvalued. When the dollar buys more abroad,
the foreign currency may be considered to be undervalued. Eventually, currencies
should trade at levels that should make it possible for the dollar to buy the
same amount of goods and services overseas as in the United States.
Although The International Mid-Cap Sub, The International Equity, The Labor
Select International Equity, The Real Estate Investment Trust, The Diversified
Core Fixed Income, The Global Fixed Income, The International Fixed Income, The
Global Equity, The Emerging Markets, The International Small-Cap, The Balanced,
The Equity Income, The Asset Allocation, The Small-Cap Growth Equity, The
Small-Cap Value Equity and The Core Equity Portfolios value their assets daily
in terms of U.S. dollars, they do not intend to convert their holdings of
foreign currencies into U.S. dollars on a daily basis. A Portfolio will,
however, from time to time, purchase or sell foreign currencies and/or engage in
forward foreign currency transactions in order to expedite settlement of
Portfolio transactions and to minimize currency value fluctuations. A Portfolio
may conduct its foreign currency exchange transactions on a spot (i.e., cash)
basis at the spot rate prevailing in the foreign currency exchange market or
through entering into contracts to purchase or sell foreign currencies at a
future date (i.e., a "forward foreign currency" contract
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or "forward" contract). A Portfolio will convert currency on a spot basis from
time to time, and investors should be aware of the costs of currency conversion.
A forward contract involves an obligation to purchase or sell a specific
currency at a future date, which may be any fixed number of days from the date
of the contract, agreed upon by the parties, at a price set at the time of the
contract.
A Portfolio may enter into forward contracts to "lock in" the price of a
security it has agreed to purchase or sell, in terms of U.S. dollars or other
currencies in which the transaction will be consummated. By entering into a
forward contract for the purchase or sale, for a fixed amount of U.S. dollars or
foreign currency, of the amount of foreign currency involved in the underlying
security transaction, a Portfolio will be able to protect itself against a
possible loss resulting from an adverse change in currency exchange rates during
the period between the date the security is purchased or sold and the date on
which payment is made or received.
For example, when the investment adviser believes that the currency of a
particular foreign country may suffer a significant decline against the U.S.
dollar or against another currency, a Portfolio may enter into a forward
contract to sell, for a fixed amount of U.S. dollars or other appropriate
currency, the amount of foreign currency approximating the value of some or all
of the Portfolio's securities denominated in such foreign currency. A Portfolio
will not enter into forward contracts or maintain a net exposure to such
contracts where the consummation of the contracts would obligate the Portfolio
to deliver an amount of foreign currency in excess of the value of the
Portfolio's securities or other assets denominated in that currency.
The Portfolios may enter into forward contracts to hedge the currency risk
associated with the purchase of individual securities denominated in particular
currencies. In the alternative, the Portfolios may also engage in currency
"cross hedging" when, in the opinion of the investment advisers, as appropriate,
the historical relationship among foreign currencies suggests that the
Portfolios may achieve the same protection for a foreign security at reduced
cost and/or administrative burden through the use of a forward contract relating
to a currency other than the U.S. dollar or the foreign currency in which the
security is denominated.
At the maturity of a forward contract, a Portfolio may either sell the
portfolio security and make delivery of the foreign currency, or it may retain
the security and terminate its contractual obligation to deliver the foreign
currency by purchasing an "offsetting" contract with the same currency trader
obligating it to purchase, on the same maturity date, the same amount of the
foreign currency. The Portfolio may realize gain or loss from currency
transactions.
With respect to forward foreign currency contracts, the precise matching of
forward contract amounts and the value of the securities involved is generally
not possible since the future value of such securities in foreign currencies
will change as a consequence of market movements in the value of those
securities between the date the forward contract is entered into and the date it
matures. The projection of short-term currency strategy is highly uncertain.
It is impossible to forecast the market value of Portfolio securities at
the expiration of the contract. Accordingly, it may be necessary for a Portfolio
to purchase additional foreign currency on the spot market (and bear the expense
of such purchase) if the market value of the security is less than the amount of
foreign currency the Portfolio is obligated to deliver and if a decision is made
to sell the security and make delivery of the foreign currency. Conversely, it
may be necessary to sell on the spot market some of the foreign currency
received upon the sale of a Portfolio security if its market value exceeds the
amount of foreign currency the Portfolio is obligated to deliver.
Brady Bonds (The Global Fixed Income Portfolio, The International Fixed Income
Portfolio, The Diversified Core Fixed Income Portfolio, The Emerging Markets
Portfolio, The International Small-Cap and The Asset Allocation Portfolio)
The Global Fixed Income Portfolio, The International Fixed Income
Portfolio, The Diversified Core Fixed Income Portfolio, The Emerging Markets
Portfolio, The International Small-Cap Portfolio and The Asset
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Allocation Portfolio may invest, within the limits specified in the related
Prospectus, in Brady Bonds and other sovereign debt securities of countries that
have restructured or are in the process of restructuring sovereign debt pursuant
to the Brady Plan. Brady Bonds are debt securities issued under the framework of
the Brady Plan, an initiative announced by then U.S. Treasury Secretary Nicholas
F. Brady in 1989, as a mechanism for debtor nations to restructure their
outstanding external indebtedness (generally, commercial bank debt). In
restructuring its external debt under the Brady Plan framework, a debtor nation
negotiates with its existing bank lenders as well as multilateral institutions
such as the World Bank and the International Monetary Fund (the "IMF"). The
Brady Plan framework, as it has developed, contemplates the exchange of
commercial bank debt for newly issued bonds (Brady Bonds). The World Bank and/or
the IMF support the restructuring by providing funds pursuant to loan agreements
or other arrangements which enable the debtor nation to collateralize the new
Brady Bonds or to repurchase outstanding bank debt at a discount. Under these
arrangements with the World Bank and/or the IMF, debtor nations have been
required to agree to the implementation of certain domestic monetary and fiscal
reforms. Such reforms have included the liberalization of trade and foreign
investment, the privatization of state-owned enterprises and the setting of
targets for public spending and borrowing. These policies and programs seek to
promote the debtor country's ability to service its external obligations and
promote its economic growth and development. Investors should recognize that the
Brady Plan only sets forth general guiding principles for economic reform and
debt reduction, emphasizing that solutions must be negotiated on a case-by-case
basis between debtor nations and their creditors. The investment adviser to the
Portfolios believes that economic reforms undertaken by countries in connection
with the issuance of Brady Bonds make the debt of countries which have issued or
have announced plans to issue Brady Bonds an attractive opportunity for
investment.
To date, Mexico, Costa Rica, Venezuela, Uruguay and Nigeria have issued
approximately $50 billion of Brady Bonds, and Argentina, Brazil and the
Philippines have announced plans to issue approximately $90 billion, based on
current estimates, of Brady Bonds. Investors should recognize that Brady Bonds
have been issued only recently, and accordingly do not have a long payment
history. Agreements implemented under the Brady Plan to date are designed to
achieve debt and debt-service reduction through specific options negotiated by a
debtor nation with its creditors. As a result, the financial packages offered by
each country differ. The types of options have included the exchange of
outstanding commercial bank debt for bonds issued at 100% of face value of such
debt, bonds issued at a discount of face value of such debt, bonds bearing an
interest rate which increases over time and bonds issued in exchange for the
advancement of new money by existing lenders. Certain Brady Bonds have been
collateralized as to principal due at maturity by U.S. Treasury zero coupon
bonds with a maturity equal to the final maturity of such Brady Bonds, although
the collateral is not available to investors until the final maturity of the
Brady Bonds. Collateral purchases are financed by the IMF, the World Bank and
the debtor nations' reserves. In addition, the first two or three interest
payments on certain types of Brady Bonds may be collateralized by cash or
securities agreed upon by creditors.
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Options on Securities, Futures Contracts and Options on Futures Contracts (The
Mid-Cap Growth Equity Portfolio, The Real Estate Investment Trust Portfolios,
The Diversified Core Fixed Income Portfolio, The Emerging Markets Portfolio, The
Global Equity Portfolio, The International Small-Cap Portfolio, The Balanced
Portfolio, The Equity Income Portfolio, The Select Equity Portfolio, The Asset
Allocation Portfolio, The Small-Cap Growth Equity Portfolio and The Core Equity
Portfolio)
In order to remain fully invested, and to reduce transaction costs, The
Mid-Cap Growth Equity Portfolio, The Real Estate Investment Trust Portfolios,
The Diversified Core Fixed Income Portfolio, The Emerging Markets Portfolio, The
Global Equity Portfolio, The International Small-Cap Portfolio, The Balanced
Portfolio, The Equity Income Portfolio, The Select Equity Portfolio The Asset
Allocation Portfolio, The Small-Cap Growth Equity Portfolio, The Small-Cap Value
Equity Portfolio and The Core Equity Portfolio may, to the limited extent
identified in the related Prospectus, use futures contracts, options on futures
contracts and options on securities and may enter into closing transactions with
respect to such activities. The Portfolios may only enter into these
transactions for hedging purposes, if it is consistent with the Portfolios'
investment objectives and policies. The Portfolios will not engage in such
transactions to the extent that obligations resulting from these activities in
the aggregate exceed 25% of the Portfolios' assets.
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Options
The Mid-Cap Growth Equity Portfolio, The Real Estate Investment Trust
Portfolios, The Emerging Markets Portfolio, The Global Equity Portfolio, The
International Small-Cap Portfolio, The Balanced Portfolio, The Equity Income
Portfolio, The Select Equity Portfolio, The Asset Allocation Portfolio, The
Small-Cap Growth Equity Portfolio, The Small-Cap Value Equity Portfolio and The
Core Equity Portfolio may purchase call options, write call options on a covered
basis, purchase put options and write put options. Writing put options will
require the Portfolio to segregate assets sufficient to cover the put while the
option is outstanding.
The Portfolios may invest in options that are either exchange-listed or
traded over-the-counter. Certain over-the-counter options may be illiquid. Thus,
it may not be possible to close options positions and this may have an adverse
impact on the Portfolios' ability to effectively hedge their securities. The
Mid-Cap Growth Equity Portfolio will not invest more than 10% of its assets in
illiquid securities, and The Real Estate Investment Trust Portfolios, The
Diversified Core Fixed Income Portfolio, The Emerging Markets Portfolio, The
Global Equity Portfolio, The Asset Allocation Portfolio, The Small-Cap Value
Equity Portfolio, The Small-Cap Growth Equity Portfolio and The Core Equity
Portfolio will not invest more than 15% of their respective assets in illiquid
securities.
A. Covered Call Writing--The Portfolios may write covered call options from
time to time on such portion of their securities as the investment adviser
determines is appropriate given the limited circumstances under which the
Portfolios intend to engage in this activity. A call option gives the purchaser
of such option the right to buy and the writer (in this case a Portfolio) the
obligation to sell the underlying security at the exercise price during the
option period. The advantage is that the writer receives a premium income and
the purchaser may hedge against an increase in the price of the securities it
ultimately wishes to buy. If the security rises in value, however, the Portfolio
may not fully participate in the market appreciation.
During the option period, a covered call option writer may be assigned an
exercise notice by the broker/dealer through whom such call option was sold
requiring the writer to deliver the underlying security against payment of the
exercise price. This obligation is terminated upon the expiration of the option
period or at such earlier time in which the writer effects a closing purchase
transaction. A closing purchase transaction cannot be effected with respect to
an option once the option writer has received an exercise notice for such
option.
With respect to options on actual portfolio securities owned by the
Portfolios, a Portfolio may enter into closing purchase transactions. A closing
purchase transaction is one in which the Portfolio, when obligated as a writer
of an option, terminates its obligation by purchasing an option of the same
series as the option previously written.
Consistent with the limited purposes for which the Portfolios intend to
engage in the writing of covered calls, closing purchase transactions will
ordinarily be effected to realize a profit on an outstanding call option, to
prevent an underlying security from being called, to permit the sale of the
underlying security or to enable the Portfolios to write another call option on
the underlying security with either a different exercise price or expiration
date or both.
The Portfolios may realize a net gain or loss from a closing purchase
transaction depending upon whether the net amount of the original premium
received on the call option is more or less than the cost of effecting the
closing purchase transaction. Any loss incurred in a closing purchase
transaction may be partially or entirely offset by the premium received from a
sale of a different call option on the same underlying security. Such a loss may
also be wholly or partially offset by unrealized appreciation in the market
value of the underlying security. Conversely, a gain resulting from a closing
purchase transaction could be offset in whole or in part by a decline in the
market value of the underlying security.
If a call option expires unexercised, a Portfolio will realize a short-term
capital gain in the amount of the premium on the option, less the commission
paid. Such a gain, however, may be offset by depreciation in the
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market value of the underlying security during the option period. If a call
option is exercised, a Portfolio will realize a gain or loss from the sale of
the underlying security equal to the difference between the cost of the
underlying security, and the proceeds of the sale of the security plus the
amount of the premium on the option, less the commission paid.
The market value of a call option generally reflects the market price of an
underlying security. Other principal factors affecting market value include
supply and demand, interest rates, the price volatility of the underlying
security and the time remaining until the expiration date.
The Portfolios will write call options only on a covered basis, which means
that the Portfolios will own the underlying security subject to a call option at
all times during the option period. Unless a closing purchase transaction is
effected, the Portfolios would be required to continue to hold a security which
they might otherwise wish to sell, or deliver a security it would want to hold.
Options written by the Portfolios will normally have expiration dates between
one and nine months from the date written. The exercise price of a call option
may be below, equal to, or above the current market value of the underlying
security at the time the option is written.
B. Purchasing Call Options--The Portfolios may purchase call options to the
extent that premiums paid by the Portfolios do not aggregate more than 2% of
their total assets. When a Portfolio purchases a call option, in return for a
premium paid by the Portfolio to the writer of the option, the Portfolio obtains
the right to buy the security underlying the option at a specified exercise
price at any time during the term of the option. The writer of the call option,
who receives the premium upon writing the option, has the obligation, upon
exercise of the option, to deliver the underlying security against payment of
the exercise price. The advantage of purchasing call options is that the
Portfolios may alter portfolio characteristics and modify portfolio maturities
without incurring the cost associated with portfolio transactions.
The Portfolios may, following the purchase of a call option, liquidate
their positions by effecting a closing sale transaction. This is accomplished by
selling an option of the same series as the option previously purchased. The
Portfolios will realize a profit from a closing sale transaction if the price
received on the transaction is more than the premium paid to purchase the
original call option; the Portfolios will realize a loss from a closing sale
transaction if the price received on the transaction is less than the premium
paid to purchase the original call option.
Although the Portfolios will generally purchase only those call options for
which there appears to be an active secondary market, there is no assurance that
a liquid secondary market on an exchange will exist for any particular option,
or at any particular time, and for some options no secondary market on an
exchange may exist. In such event, it may not be possible to effect closing
transactions in particular options, with the result that the Portfolios would
have to exercise their options in order to realize any profit and would incur
brokerage commissions upon the exercise of such options and upon the subsequent
disposition of the underlying securities acquired through the exercise of such
options. Further, unless the price of the underlying security changes
sufficiently, a call option purchased by a Portfolio may expire without any
value to the Portfolio.
C. Purchasing Put Options--The Portfolios may purchase put options to the
extent premiums paid by the Portfolios do not aggregate more than 2% of their
total assets. The Mid-Cap Growth Equity, The Real Estate Investment Trust and
The Diversified Core Fixed Income Portfolios will, at all times during which
they hold a put option, own the security covered by such option.
A put option purchased by the Portfolios gives them the right to sell one
of their securities for an agreed price up to an agreed date. Consistent with
the limited purposes for which the Portfolios intend to purchase put options,
the Portfolios intend to purchase put options in order to protect against a
decline in the market value of the underlying security below the exercise price
less the premium paid for the option ("protective puts"). The ability to
purchase put options will allow a Portfolio to protect unrealized gain in an
appreciated security in its portfolio without actually selling the security. If
the security does not drop in value, the Portfolio will lose the value of the
premium paid. The Portfolio may sell a put option which it has previously
purchased prior to the sale of the
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securities underlying such option. Such sales will result in a net gain or loss
depending on whether the amount received on the sale is more or less than the
premium and other transaction costs paid on the put option which is sold.
The Portfolios may sell a put option purchased on individual portfolio
securities. Additionally, the Portfolios may enter into closing sale
transactions. A closing sale transaction is one in which a Portfolio, when it is
the holder of an outstanding option, liquidates its position by selling an
option of the same series as the option previously purchased.
D. Writing Put Options--A put option written by a Portfolio obligates it to
buy the security underlying the option at the exercise price during the option
period and the purchaser of the option has the right to sell the security to the
Portfolio. During the option period, the Portfolio, as writer of the put option,
may be assigned an exercise notice by the broker/dealer through whom the option
was sold requiring the Portfolio to make payment of the exercise price against
delivery of the underlying security. The obligation terminates upon expiration
of the put option or at such earlier time at which the writer effects a closing
purchase transaction. A Portfolio may write put options only if the Portfolio
will maintain in a segregated account with its Custodian Bank, cash, U.S.
government securities or other assets in an amount not less than the exercise
price of the option at all times during the option period. The amount of cash,
U.S. government securities or other assets held in the segregated account will
be adjusted on a daily basis to reflect changes in the market value of the
securities covered by the put option written by the Portfolios. Consistent with
the limited purposes for which the Portfolios intend to engage in the writing of
put options, such put options will generally be written in circumstances where
the investment adviser wishes to purchase the underlying security for the
Portfolios at a price lower than the current market price of the security. In
such event, a Portfolio would write a put option at an exercise price which,
reduced by the premium received on the option, reflects the lower price it is
willing to pay.
Following the writing of a put option, the Portfolios may wish to terminate
the obligation to buy the security underlying the option by effecting a closing
purchase transaction. This is accomplished by buying an option of the same
series as the option previously written. The Portfolios may not, however, effect
such a closing transaction after they have been notified of the exercise of the
option.
Options on Stock Indices
The Emerging Markets Portfolio, The Global Equity Portfolio, The
Diversified Core Fixed Income Portfolio, The Asset Allocation Portfolio, The
Small-Cap Growth Equity Portfolio, The International Small-Cap Portfolio, The
Balanced Portfolio, The Equity Income Portfolio, The Select Equity Portfolio and
The Core Equity Portfolio may acquire options on stock indices. A stock index
assigns relative values to the common stocks included in the index with the
index fluctuating with changes in the market values of the underlying common
stock.
Options on stock indices are similar to options on stocks but have
different delivery requirements. Stock options provide the right to take or make
delivery of the underlying stock at a specified price. A stock index option
gives the holder the right to receive a cash "exercise settlement amount" equal
to (i) the amount by which the fixed exercise price of the option exceeds (in
the case of a put) or is less than (in the case of a call) the closing value of
the underlying index on the date of exercise, multiplied by (ii) a fixed "index
multiplier." Receipt of this cash amount will depend upon the closing level of
the stock index upon which the option is based being greater than (in the case
of a call) or less than (in the case of a put) the exercise price of the option.
The amount of cash received will be equal to such difference between the closing
price of the index and exercise price of the option expressed in dollars times a
specified multiple. The writer of the option is obligated, in return for the
premium received to make delivery of this amount. Gain or loss to a Portfolio on
transactions in stock index options will depend on price movements in the stock
market generally (or in a particular industry or segment of the market) rather
than price movements of individual securities. As with stock options, a
Portfolio may offset its position in stock index options prior to expiration by
entering into a closing transaction on an Exchange or it may let the option
expire unexercised.
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A stock index fluctuates with changes in the market values of the stock so
included. Some stock index options are based on a broad market index such as the
Standard & Poor's 500 or the New York Stock Exchange Composite Index, or a
narrower market index such as the Standard & Poor's 100. Indices are also based
on an industry or market segment such as the AMEX Oil and Gas Index or the
Computer and Business Equipment Index. Options on stock indices are currently
traded on domestic exchanges such as: The Chicago Board Options Exchange, the
New York Stock Exchange and American Stock Exchange as well as on foreign
exchanges.
A Portfolio's ability to hedge effectively all or a portion of its
securities through transactions in options on stock indices depends on the
degree to which price movements in the Portfolio's securities. Since a Portfolio
will not duplicate the components of an index, the correlation will not be
exact. Consequently, a Portfolio bears the risk that the prices of the
securities being hedged will not move in the same amount as the hedging
instrument. It is also possible that there may be a negative correlation between
the index or other securities which would result in a loss on both such
securities and the hedging instrument.
Positions in stock index options may be closed out only on an Exchange
which provides a secondary market. There can be no assurance that a liquid
secondary market will exist for any particular stock index option. Thus, it may
not be possible to close such an option. The inability to close options
positions could have an adverse impact on a Portfolio's ability effectively to
hedge its securities. A Portfolio will enter into an option position only if
there appears to be a liquid secondary market for such options.
A Portfolio will not engage in transactions in options on stock indices for
speculative purposes but only to protect appreciation attained and to take
advantage of the liquidity available in the option markets.
Futures and Options on Futures
Consistent with the limited circumstances under which The Mid-Cap Growth
Equity Portfolio, The Real Estate Investment Trust Portfolios, The Diversified
Core Fixed Income Portfolio, The Emerging Markets Portfolio, The Global Equity
Portfolio, The International Small-Cap Portfolio, The Balanced Portfolio, The
Equity Income Portfolio, The Select Equity Portfolio, The Asset Allocation
Portfolio, The Small-Cap Growth Equity Portfolio and The Core Equity Portfolio
will use futures, the Portfolios may enter into contracts for the purchase or
sale for future delivery of securities. While futures contracts provide for the
delivery of securities, deliveries usually do not occur. Contracts are generally
terminated by entering into an offsetting transaction. When a Portfolio enters
into a futures transaction, it must deliver to the futures commission merchant
selected by the Portfolio an amount referred to as "initial margin." This amount
is maintained by the futures commission merchant in an account at the
Portfolio's Custodian Bank. Thereafter, a "variation margin" may be paid by the
Portfolio to, or drawn by the Portfolio from, such account in accordance with
controls set for such account, depending upon changes in the price of the
underlying securities subject to the futures contract.
Consistent with the limited purposes for which the Portfolios may engage in
these transactions, a Portfolio may enter into such futures contracts to protect
against the adverse effects of fluctuations in interest rates without actually
buying or selling the securities. For example, if interest rates are expected to
increase, a Portfolio might enter into futures contracts for the sale of debt
securities. Such a sale would have much the same effect as selling an equivalent
value of the debt securities owned by the Portfolio. If interest rates did
increase, the value of the debt securities in the portfolio would decline, but
the value of the futures contracts to the Portfolio would increase at
approximately the same rate, thereby keeping the net asset value of the
Portfolio from declining as much as it otherwise would have. Similarly, when it
is expected that interest rates may decline, futures contracts may be purchased
to hedge in anticipation of subsequent purchases of securities at higher prices.
Because the fluctuations in the value of futures contracts should be similar to
those of debt securities, a Portfolio could take advantage of the anticipated
rise in value of debt securities without actually buying them until the market
had stabilized. At that time, the futures contracts could be liquidated and the
Portfolio could then buy debt securities on the cash market.
With respect to options on futures contracts, when a Portfolio is not fully
invested, it may purchase a call option on a futures contract to hedge against a
market advance due to declining interest rates. The purchase of a
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call option on a futures contract is similar in some respects to the purchase of
a call option on an individual security. Depending on the pricing of the option
compared to either the price of the futures contract upon which it is based, or
the price of the underlying debt securities, it may or may not be less risky
than ownership of the futures contract or underlying debt securities.
The writing of a call option on a futures contract constitutes a partial
hedge against the declining price of the security which is deliverable upon
exercise of the futures contract. If the futures price at the expiration of the
option is below the exercise price, the Portfolio will retain the full amount of
the option premium which provides a partial hedge against any decline that may
have occurred in the Portfolio's holdings. The writing of a put option on a
futures contract constitutes a partial hedge against the increasing price of the
security which is deliverable upon exercise of the futures contract. If the
futures price at the expiration of the option is higher than the exercise price,
the Portfolio will retain the full amount of option premium which provides a
partial hedge against any increase in the price of securities which the
Portfolio intends to purchase.
If a put or call option that a Portfolio has written is exercised, the
Portfolio will incur a loss which will be reduced by the amount of the premium
it receives. Depending on the degree of correlation between changes in the value
of its portfolio securities and changes in the value of its futures positions, a
Portfolio's losses from existing options on futures may, to some extent, be
reduced or increased by changes in the value of portfolio securities. The
purchase of a put option on a futures contract is similar in some respects to
the purchase of protective puts on portfolio securities. For example, consistent
with the limited purposes for which the Portfolios will engage in these
activities, a Portfolio will purchase a put option on a futures contract to
hedge the Portfolio's securities against the risk of rising interest rates.
To the extent that interest rates move in an unexpected direction, the
Portfolios may not achieve the anticipated benefits of futures contracts or
options on futures contracts or may realize a loss. For example, if a Portfolio
is hedged against the possibility of an increase in interest rates which would
adversely affect the price of securities held in its portfolio and interest
rates decrease instead, the Portfolio will lose part or all of the benefit of
the increased value of its securities which it has because it will have
offsetting losses in its futures position. In addition, in such situations, if
the Portfolio had insufficient cash, it may be required to sell securities from
its portfolio to meet daily variation margin requirements. Such sales of
securities may, but will not necessarily, be at increased prices which reflect
the rising market. The Portfolios may be required to sell securities at a time
when it may be disadvantageous to do so.
Further, with respect to options on futures contracts, the Portfolios may
seek to close out an option position by writing or buying an offsetting position
covering the same securities or contracts and have the same exercise price and
expiration date. The ability to establish and close out positions on options
will be subject to the maintenance of a liquid secondary market, which cannot be
assured.
Futures Contracts And Options On Futures Contracts
In order to remain fully invested, to facilitate investments in portfolio
securities and to reduce transaction costs, The Mid-Cap Growth Equity, The
Mid-Cap Value Equity, The Real Estate Investment Trust, The Diversified Core
Fixed Income, The Global Equity, The Emerging Markets, The International
Small-Cap Portfolio, The Balanced Portfolio, The Equity Income Portfolio, The
Select Equity Portfolio, The Asset Allocation, The Small-Cap Growth Equity and
The Core Equity Portfolios may, to a limited extent, enter into futures
contracts, purchase or sell options on futures contracts and engage in certain
transactions in options on securities, and may enter into closing transactions
with respect to such activities. For the same purposes, The Balanced, The Equity
Income, The Select Equity and The Core Equity Portfolio may also enter into
futures contracts on stock indices and purchases or sell options on stock index
futures and stock indices and may enter into closing transactions with respect
to these activities. The Portfolios will only enter into these transactions for
hedging purposes if it is consistent with the Portfolios' investment objectives
and policies and the Portfolios will not engage in such transactions to the
extent that obligations relating to futures contracts, options on futures
contracts and options on securities, in the aggregate, exceed 25% of the
Portfolios' assets.
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Additionally, The International Fixed Income, The Global Equity, The
Emerging Markets, The International Small Cap, The Diversified Core Fixed Income
and The Asset Allocation Portfolios may enter into futures contracts, purchase
or sell options on futures contracts, and trade in options on foreign
currencies, and may enter into closing transactions with respect to such
activities to hedge or "cross hedge" the currency risks associated with its
investments.
The Mid-Cap Growth Equity, The Mid-Cap Value Equity, The Real Estate
Investment Trust, The Diversified Core Fixed Income, The Global Equity, The
Emerging Markets, The International Small Cap, The Asset Allocation, The
Small-Cap Growth Equity, The Balanced, The Equity Income, The Select Equity and
The Core Equity Portfolios may enter into contracts for the purchase or sale for
future delivery of securities. A futures contract is a bilateral agreement
providing for the purchase and sale of a specified type and amount of a
financial instrument, or for the making and acceptance of a cash settlement, at
a stated time in the future for a fixed price. By its terms, a futures contract
provides for a specified settlement date on which the securities underlying the
contracts are delivered, or in the case of securities index futures contracts,
the difference between the price at which the contract was entered into and the
contract's closing value is settled between the purchaser and the seller in
cash. Futures contracts differ from options in that they are bilateral
agreements, with both the purchaser and the seller equally obligated to complete
the transaction. In addition, futures contracts call for settlement only on the
expiration date, and cannot be "exercised" at any other time during their term.
The purchase or sale of a futures contract also differs from the purchase
or sale of a security or the purchase of an option in that no purchase price is
paid or received. Instead, an amount of cash or cash equivalents, which varies
but may be as low as 5% or less of the value of the contract, must be deposited
with the broker as "initial margin" as a good faith deposit. This amount is
generally maintained in a segregated account at the custodian bank. Subsequent
payments to and from the broker, referred to as "variation margin," are made on
a daily basis as the value of the index or instrument underlying the futures
contract fluctuates, making positions in the futures contract more or less
valuable, a process known as "marking to the market."
Foreign currency futures contracts operate similarly to futures contracts
concerning securities. When The International Fixed Income, The Global Equity,
The Emerging Markets, The Diversified Core Fixed Income or The Asset Allocation
Portfolios sells a futures contract on a foreign currency, it is obligated to
deliver that foreign currency at a specified future date. Similarly, a purchase
by the Portfolio gives it a contractual right to receive a foreign currency.
This enables the Portfolio to "lock in" exchange rates. The Portfolios may also
purchase and write options to buy or sell futures contracts in which the
Portfolio's may invest and enter into related closing transactions. Options on
futures are similar to options except that options on futures give the purchaser
the right, in return for the premium paid, to assume a position in a futures
contract, rather than actually to purchase or sell the futures contract, at a
specified exercise price at any time during the period of the option. The
Portfolios will not enter into futures contracts and options thereon to the
extent that more than 5% of a Portfolio's assets are required as futures
contract margin deposits and premiums on options and only to the extent that
obligations under such futures contracts and options thereon would not exceed
20% of the Portfolio's total assets. In the case of an option that is
in-the-money at the time of purchase, the in-the-money amount may be excluded in
calculating the 5% limit.
To the extent that interest or exchange rates move in an unexpected
direction, the Portfolio may not achieve the anticipated benefits of investing
in futures contracts and options thereon, or may realize a loss. To the extent
that a Portfolio purchases an option on a futures contract and fails to exercise
the option prior to the exercise date, it will suffer a loss of the premium
paid. Further, the possible lack of a secondary market would prevent the
Portfolio from closing out its positions relating to futures.
Asset-Backed Securities (The Intermediate Fixed Income Portfolio, The Aggregate
Fixed Income Portfolio, The Diversified Core Fixed Income Portfolio, The Asset
Allocation Portfolio, The Balanced Portfolio, The Equity Income Portfolio, The
Select Equity Portfolio and The Core Equity Portfolio)
The Intermediate Fixed Income Portfolio, The Aggregate Fixed Income
Portfolio, The Diversified Core Fixed Income Portfolio, The Asset Allocation
Portfolio, The Balanced Portfolio, The Equity Income Portfolio, The Select
Equity Portfolio and The Core Equity Portfolio may each invest a portion of
their assets in asset-backed
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securities. All such securities must be rated in one of the four highest rating
categories by a reputable credit rating agency (e.g., BBB by S&P or Baa by
Moody's). Such receivables are securitized in either a pass-through or a
pay-through structure. Pass-through securities provide investors with an income
stream consisting of both principal and interest payments in respect of the
receivables in the underlying pool. Pay-through asset-backed securities are debt
obligations issued usually by a special purpose entity, which are collateralized
by the various receivables and in which the payments on the underlying
receivables provide the Portfolio to pay the debt service on the debt
obligations issued.
The rate of principal payment on asset-backed securities generally depends
on the rate of principal payments received on the underlying assets. Such rate
of payments may be affected by economic and various other factors such as
changes in interest rates or the concentration of collateral in a particular
geographic area. Therefore, the yield may be difficult to predict and actual
yield to maturity may be more or less than the anticipated yield to maturity.
The credit quality of most asset-backed securities depends primarily on the
credit quality of the assets underlying such securities, how well the entities
issuing the securities are insulated from the credit risk of the originator or
affiliated entities, and the amount of credit support provided to the
securities. Due to the shorter maturity of the collateral backing such
securities, there tends to be less of a risk of substantial prepayment than with
mortgage-backed securities but the risk of such a prepayment does exist. Such
asset-backed securities doe however, involve certain risks not associated with
mortgage-backed securities, including the risk that security interest cannot be
adequately or in many case, ever, established and other risks which may be
peculiar classes of collateral. For example, with respect to credit card
receivables, a number of state and federal consumer credit laws give debtors the
right to set off certain amounts owed on the credit cards, thereby reducing the
outstanding balance. In the case of automobile receivables, there is a risk that
the holders may not have either a proper or first security interest in all of
the obligations backing such receivables due to the large number of vehicles
involved in a typical issuance and technical requirements under state laws.
Therefore, recoveries on repossessed collateral may not always be available to
support payments on the securities.
Asset-backed securities are often backed by a pool of assets representing
the obligations of a number of different parties. To lessen the effect of
failures by obligors on underlying assets to make payments, such securities may
contain elements of credit support. Such credit support falls into two
categories: (i) liquidity protection, and (ii) protection against losses
resulting from ultimate default by an obligor on the underlying assets.
Liquidity protection refers to the provision of advances, generally by the
entity administering the pool of assets, to ensure that the receipt of payments
due on the underlying pool is timely. Protection against losses resulting from
ultimate default enhances the likelihood of payments of the obligations on at
least some of the assets in the pool. Such protection may be provided through
guarantees, insurance policies or letters of credit obtained by the issuer or
sponsor from third parties, through various means of structuring the transaction
or through a combination of such approaches. The Portfolios will not pay any
additional fees for such credit support, although the existence of credit
support may increase the price of a security.
Examples of credit support arising out of the structure of the transaction
include "senior-subordinated securities" (multiple class securities with one or
more classes subordinate to other classes as to the payment of principal thereof
and interest thereon, with the result that defaults on the underlying assets are
borne first by the holders of the subordinated class), creation of "reserve
funds" (where cash or investments, sometimes funded from a portion of the
payments on the underlying assets, are held in reserve against future losses)
and "over collateralization" (where the scheduled payments on, or the principal
amount of, the underlying assets exceeds that required to make payments of the
securities and pay any servicing or other fees). The degree of credit support
provided for each issue is generally based on historical information respecting
the level of credit risk associated with the underlying assets. Delinquencies or
losses in excess of those anticipated could adversely affect the return on an
investment in such issue.
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High-Yield, High Risk Securities
The International Fixed Income Portfolio, The Global Fixed Income, The
Diversified Core Fixed Income, The Asset Allocation and Equity Income and The
International Small-Cap Portfolios may invest up to 5%, 5%, 20%, 55%, 15% and
15%, respectively, of its assets in high risk, high-yield fixed-income
securities of foreign governments, including, with specified limitations,
so-called Brady Bonds. The Emerging Markets Portfolio may invest up to 35% of
its net assets in fixed-income securities issued by emerging country companies,
and foreign governments, their agencies and instrumentalities or political
sub-divisions, all of which may be high-yield, high risk securities, including
Brady Bonds. These high-yield, high risk securities are rated lower than BBB by
S&P and Baa by Moody's or, if unrated, are considered by the investment adviser
to have characteristics similar to such rated securities.
The High-Yield Bond Portfolio invests primarily in securities rated B- or
higher by S&P or B3 or higher by Moody's or, if unrated, judged to be of
comparable quality by the investment adviser. In its U.S. high yield sector, The
Diversified Core Fixed Income Portfolio, under normal circumstances, invests
between 5% and 30% in U.S. Bonds generally rated BB or lower by S&P or Fitch or
Ba or lower by Moody's or similarly rated by another nationally recognized
statistical rating organization. The Small-Cap Value Equity Portfolio may invest
up to 25% of its net assets in U.S. corporate bonds rated below B by Moody's or
S&P when the Portfolio investment adviser believes that capital appreciation is
likely from an investment in those securities. See "APPENDIX A--RATINGS" to this
SAI for more rating information.
Fixed-income securities of this type are considered to be of poor standing
and predominantly speculative. Such securities are subject to a substantial
degree of credit risk. In the past, the high-yields from these bonds have more
than compensated for their higher default rates. There can be no assurance,
however, that yields will continue to offset default rates on these bonds in the
future. The Portfolios' investment advisers intend to maintain an adequately
diversified portfolio of these bonds. While diversification can help to reduce
the effect of an individual default on the Portfolios, there can be no assurance
that diversification will protect the Portfolios from widespread bond defaults
brought about by a sustained economic downturn.
Medium and low-grade bonds held by the Portfolios may be issued as a
consequence of corporate restructurings, such as leveraged buy-outs, mergers,
acquisitions, debt recapitalizations or similar events. Also, these bonds are
often issued by smaller, less creditworthy companies or by highly leveraged
(indebted) firms, which are generally less able than more financially stable
firms to make scheduled payments of interest and principal. The risks posed by
bonds issued under such circumstances are substantial.
The economy and interest rates may affect these high-yield, high risk
securities differently from other securities. Prices have been found to be less
sensitive to interest rate changes than higher rated investments, but more
sensitive to adverse economic changes or individual corporate developments.
Also, during an economic downturn or substantial period of rising interest
rates, highly leveraged issuers may experience financial stress which would
adversely affect their ability to service principal and interest payment
obligations, to meet projected business goals and to obtain additional
financing. Changes by recognized rating agencies in their rating of any security
and in the ability of an issuer to make payments of interest and principal will
also ordinarily have a more dramatic effect on the values of these investments
than on the values of higher rated securities. Such changes in value will not
affect cash income derived from these securities, unless the issuers fail to pay
interest or dividends when due. Such changes will, however, affect the
Portfolios' net asset value per share.
Although the market for high-yield bonds has been in existence for many
years, including periods of economic downturns, the high-yield market grew
rapidly during the long economic expansion which took place in the United States
during the 1980s. During the economic expansion, the use of high-yield debt
securities to fund highly leveraged corporate acquisitions and restructurings
increased dramatically. As a result, the high-yield market grew substantially
during the economic expansion. Although experts disagree on the impact
recessionary periods have had and will have on the high-yield market, some
analysts believe a protracted economic downturn would severely disrupt the
market for high yield bonds, would adversely affect the value of outstanding
bonds and would adversely affect the ability of high-yield issuers to repay
principal and interest. Those analysts cite volatility
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experienced in the high-yield market in the past as evidence for their position.
It is likely that protracted periods of economic uncertainty would result in
increased volatility in the market prices of high-yield bonds, an increase in
the number of high-yield bond defaults and corresponding volatility in the
Portfolio's net asset value.
In addition, if, as a result of volatility in the high-yield market or
other factors, the Portfolio experiences substantial net redemptions of the
Portfolio's shares for a sustained period of time, the Portfolio may be required
to sell securities without regard to the investment merits of the securities to
be sold. If the Portfolio sells a substantial number of securities to generate
proceeds for redemptions, the asset base of the Portfolio will decrease and the
Portfolio's expense ratios may increase.
Furthermore, the secondary market for high-yield securities is currently
dominated by institutional investors, including mutual funds and certain
financial institutions. There is generally no established retail secondary
market for high-yield securities. As a result, the secondary market for
high-yield securities is more limited and less liquid than other secondary
securities markets. The high-yield secondary market is particularly susceptible
to liquidity problems when the institutions which dominate it temporarily cease
buying bonds for regulatory, financial or other reasons, such as the savings and
loan crisis. A less liquid secondary market may have an adverse effect on the
Portfolio's ability to dispose of particular issues, when necessary, to meet the
Portfolio's liquidity needs or in response to a specific economic event, such as
the deterioration in the creditworthiness of the issuer. In addition, a less
liquid secondary market makes it more difficult for the Portfolio to obtain
precise valuations of the high-yield securities in its portfolio. During periods
involving such liquidity problems, judgment plays a greater role in valuing
high-yield securities than is normally the case. The secondary market for
high-yield securities is also generally considered to be more likely to be
disrupted by adverse publicity and investor perceptions than the more
established secondary securities markets. The Portfolio's privately placed
high-yield securities are particularly susceptible to the liquidity and
valuation risks outlined above.
Finally, there are a variety of legislative actions which have been taken
or which are considered from time to time by the United States Congress which
could adversely affect the market for high-yield bonds. For example,
Congressional legislation limited the deductibility of interest paid on certain
high-yield bonds used to finance corporate acquisitions. Also, Congressional
legislation has, with some exceptions, generally prohibited federally-insured
savings and loan institutions from investing in high-yield securities.
Regulatory actions have also affected the high-yield market. For example, many
insurance companies have restricted or eliminated their purchase of high-yield
bonds as a result of, among other factors, actions taken by the National
Association of Insurance Commissioners. If similar legislative and regulatory
actions are taken in the future, they could result in further tightening of the
secondary market for high-yield issues, could reduce the number of new
high-yield securities being issued and could make it more difficult for the
Portfolio to attain its investment objective.
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Convertible, Debt and Non-Traditional Equity Securities
A portion of The International Mid-Cap Sub, The Mid-Cap Value Equity, The
Small-Cap Value Equity, The High-Yield Bond, The Asset Allocation, The Small-Cap
Growth Equity, The International Small-Cap, The Balanced, The Equity Income, The
Select Equity and The Core Equity Portfolios' assets may be invested in
convertible and debt securities of issuers in any industry, and The Real Estate
Investment Trust Portfolios' assets may be invested in convertible securities of
issuers in the real estate industry. A convertible security is a security which
may be converted at a stated price within a specified period of time into a
certain quantity of the common stock of the same or a different issuer.
Convertible and debt securities are senior to common stocks in a corporation's
capital structure, although convertible securities are usually subordinated to
similar nonconvertible securities. Convertible and debt securities provide a
fixed-income stream and the opportunity, through its conversion feature, to
participate in the capital appreciation resulting from a market price advance in
the convertible security's underlying common stock. Just as with debt
securities, convertible securities tend to increase in market value when
interest rates decline and tend to decrease in value when interest rates rise.
However, the price of a convertible security is also influenced by the market
value of the security's underlying common stock and tends to increase as the
market value of the underlying stock rises, whereas it tends to decrease as the
market value of the underlying stock declines. Investments in debt securities by
The Small-Cap Growth Equity Portfolio will be limited to those that are, at the
time of investment, within the four highest grades assigned by a nationally
recognized statistical rating agency (e.g., Baa or higher by Moody's or BBB or
higher by Standard & Poor's) or deemed to be of comparable quality by the
investment adviser. Convertible and debt securities acquired by The Mid-Cap
Value Equity, The Real Estate Investment Trust, The High-Yield Bond, The Asset
Allocation, The Equity Income, The Select Equity and, with respect to 5% of
their assets, The Balanced and The Core Equity Portfolios may be rated below
investment grade, or unrated. These lower rated convertible and debt securities
are subject to credit risk considerations substantially similar to such
considerations affecting high risk, high-yield bonds, commonly referred to as
"junk bonds." See "High-Yield, High Risk Securities" for a further discussion of
these types of investments.
The International Mid-Cap Sub, The Mid-Cap Value Equity, The Small-Cap
Value Equity, The Real Estate Investment Trust, The High-Yield Bond, The
Emerging Markets and The Asset Allocation Portfolios may invest in convertible
preferred stocks that offer enhanced yield features, such as Preferred Equity
Redemption Cumulative Stock ("PERCS"), which provide an investor, such as a
Portfolio, with the opportunity to earn higher dividend income than is available
on a company's common stock. A PERCS is a preferred stock which generally
features a mandatory conversion date, as well as a capital appreciation limit
which is usually expressed in terms of a stated price. Upon the conversion date,
most PERCS convert into common stock of the issuer (PERCS are generally not
convertible into cash at maturity). Under a typical arrangement, if after a
predetermined number of years the issuer's common stock is trading at a price
below that set by the capital appreciation limit, each PERCS would convert to
one share of common stock. If, however, the issuer's common stock is trading at
a price above that set by the capital appreciation limit, the holder of the
PERCS would receive less than one full share of common stock. The amount of that
fractional share of common stock received by the PERCS holder is determined by
dividing the price set by the capital appreciation limit of the PERCS by the
market price of the issuer's common stock. PERCS can be called at any time prior
to maturity, and hence do not provide call protection. However, if called early,
the issuer may pay a call premium over the market price to the investor. This
call premium declines at a preset rate daily, up to the maturity date of the
PERCS.
The International Mid-Cap Sub, The Mid-Cap Value Equity, The Small-Cap
Value Equity, The Real Estate Investment Trust, The High-Yield Bond, The
Emerging Markets, The International Small Cap and The Asset Allocation
Portfolios may also invest in other enhanced convertible securities. These
include but are not limited to ACES (Automatically Convertible Equity
Securities), PEPS (Participating Equity Preferred Stock), PRIDES (Preferred
Redeemable Increased Dividend Equity Securities), SAILS (Stock Appreciation
Income Linked Securities), TECONS (Term Convertible Notes), QICS (Quarterly
Income Cumulative Securities) and DECS (Dividend Enhanced Convertible
Securities). ACES, PEPS, PRIDES, SAILS, TECONS, QICS and DECS all have the
following features: they are company-issued convertible preferred stock; unlike
PERCS, they do not have capital appreciation limits; they seek to provide the
investor with high current income, with some prospect of future capital
appreciation; they are typically issued with three to four-year maturities; they
typically have some built-in call protection for the first two to three years;
investors have the right to
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convert them into shares of common stock at a preset conversion ratio or hold
them until maturity; and upon maturity, they will automatically convert to
either cash or a specified number of shares of common stock.
REITS
The Real Estate Investment Trust Portfolios', The Asset Allocation
Portfolio's, The Small-Cap Value Equity Portfolio's and The Core Equity
Portfolio's investment in REITs presents certain further risks that are unique
and in addition to the risks associated with investing in the real estate
industry in general. Equity REITs may be affected by changes in the value of the
underlying property owned by the REITs, while mortgage REITs may be affected by
the quality of any credit extended. REITs are dependent on management skills,
are not diversified, and are subject to the risks of financing projects. REITs
whose underlying assets include long-term health care properties, such as
nursing, retirement and assisted living homes, may be impacted by federal
regulations concerning the health care industry.
REITs (especially mortgage REITs) are also subject to interest rate risks -
when interest rates decline, the value of a REIT's investment in fixed rate
obligations can be expected to rise. Conversely, when interest rates rise, the
value of a REIT's investment in fixed rate obligations can be expected to
decline. In contrast, as interest rates on adjustable rate mortgage loans are
reset periodically, yields on a REIT's investments in such loans will gradually
align themselves to reflect changes in market interest rates, causing the value
of such investments to fluctuate less dramatically in response to interest rate
fluctuations than would investments in fixed rate obligations.
REITs may have limited financial resources, may trade less frequently and
in a limited volume, and may be subject to more abrupt or erratic price
movements than other securities.
Depositary Receipts
The International Mid-Cap Sub, The Large-Cap Value Equity, The
International Equity, The Diversified Core Fixed Income, The Mid-Cap Value
Equity, The Small-Cap Value Equity, The Real Estate Investment Trust, The Global
Fixed Income, The International Fixed Income, The Global Equity, The Emerging
Markets, The International Small-Cap, The Equity Income, The Select Equity, The
Asset Allocation, The Small-Cap Growth Equity, and The Core Equity Portfolios
may invest in sponsored and unsponsored American Depositary Receipts ("ADRs")
that are actively traded in the United States. The Global Fixed Income, The
International Fixed Income and The Asset Allocation Portfolios may also invest
in sponsored and unsponsored European Depositary Receipts ("EDRs"), and The
International Mid-Cap Sub, The International Equity, The Global Equity, The
Emerging Markets and The Asset Allocation Portfolios may also invest in
sponsored and unsponsored EDRs and Global Depositary Receipts ("GDRs"). The
Small-Cap Growth Equity Portfolio may also invest in sponsored and unsponsored
GDRs. Subject to its 10% limit on investments in foreign securities.
ADRs are receipts typically issued by a U.S. bank or trust company which
evidence ownership of underlying securities issued by a foreign corporation.
EDRs and GDRs are receipts issued by non-U.S. Banks or trust companies and
foreign branches of U.S. banks that evidence ownership of the underlying foreign
or U.S. securities. "Sponsored" ADRs, EDRs or GDRs are issued jointly by the
issuer of the underlying security and a Depositary, and "unsponsored" ADRs, EDRs
or GDRs are issued without the participation of the issuer of the deposited
security. Holders of unsponsored ADRs, EDRs or GDRs generally bear all the costs
of such facilities and the Depositary of an unsponsored ADR, EDR or GDR facility
frequently is under no obligation to distribute shareholder communications
received from the issuer of the deposited security or to pass through voting
rights to the holders of such receipts in respect of the deposited securities.
Therefore, there may not be a correlation between information concerning the
issuer of the security and the market value of an unsponsored ADR, EDR or GDR.
ADRs may be listed on a national securities exchange or may be traded in the
over-the-counter market. EDRs and GDRs traded in the over-the-counter market
which do not have an active or substantial secondary market will be considered
illiquid and therefore will be subject to a Portfolio's limitation with respect
to such securities. ADR prices are denominated in U.S. dollars although the
underlying securities are denominated in a foreign currency. Investments in
ADRs, EDRs and GDRs involve risks similar to those accompanying direct
investments in foreign securities.
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Repurchase Agreements
While each Portfolio is permitted to do so, it normally does not invest in
repurchase agreements, except to invest cash balances or for temporary defensive
purposes.
The funds in the Delaware Investments family, including Pooled Trust, Inc.
and Foundation Funds, have obtained an exemption from the joint-transaction
prohibitions of Section 17(d) of the 1940 Act to allow such funds jointly to
invest cash balances. Each Portfolio may invest cash balances in a joint
repurchase agreement in accordance with the terms of the Order and subject
generally to the conditions described below.
A repurchase agreement is a short-term investment by which the purchaser
acquires ownership of a debt security and the seller agrees to repurchase the
obligation at a future time and set price, thereby determining the yield during
the purchaser's holding period. Should an issuer of a repurchase agreement fail
to repurchase the underlying security, the loss to a Portfolio, if any, would be
the difference between the repurchase price and the market value of the
security. If bankruptcy proceedings are commences with respect to the seller a
Portfolio's realization upon the collateral may be delayed or limited. Each
Portfolio will limit its investments in repurchase agreements to those which its
respective investment adviser, under the guidelines of the Board of Directors or
Trustees, as applicable, determines to present minimal credit risks and which
are of high quality. In addition, a Portfolio must have collateral of at least
102% of the repurchase price, including the portion representing the Portfolio's
yield under such agreements which is monitored on a daily basis. The term of
these agreements is usually from overnight to one week and never exceeds one
year. Not more than 10% of a Portfolio's assets may be invested in repurchase
agreements having a maturity in excess of seven days.
Portfolio Loan Transactions
Each Portfolio may loan up to 25% of its assets to qualified broker/dealers
or institutional investors for their use relating to short sales or other
security transactions.
It is the understanding of Pooled Trust, Inc. and Foundation Funds, as
applicable, that the staff of the Commission permits portfolio lending by
registered investment companies if certain conditions are met. These conditions
are as follows: 1) each transaction must have 100% collateral in the form of
cash, short-term U.S. government securities, or irrevocable letters of credit
payable by banks acceptable to Pooled Trust, Inc. from the borrower; 2) this
collateral must be valued daily and should the market value of the loaned
securities increase, the borrower must furnish additional collateral to a
Portfolio; 3) a Portfolio must be able to terminate the loan after notice, at
any time; 4) a Portfolio must receive reasonable interest on any loan, and any
dividends, interest or other distributions on the lent securities, and any
increase in the market value of such securities; 5) a Portfolio may pay
reasonable custodian fees in connection with the loan; and 6) the voting rights
on the lent securities may pass to the borrower; however, if the Board of
Directors or Trustees of Pooled Trust, Inc. or Foundation Funds, as applicable,
know that a material event will occur affecting an investment loan, they must
either terminate the loan in order to vote the proxy or enter into an
alternative arrangement with the borrower to enable the directors to vote the
proxy.
The major risk to which a Portfolio would be exposed on a loan transaction
is the risk that the borrower would go bankrupt at a time when the value of the
security goes up. Therefore, a Portfolio will only enter into loan arrangements
after a review of all pertinent facts by the respective investment adviser,
under the supervision of the Board of Directors or Trustees as applicable,
including the creditworthiness of the borrowing broker, dealer or institution
and then only if the consideration to be received from such loans would justify
the risk. Creditworthiness will be monitored on an ongoing basis by the
respective investment adviser.
Restricted and Rule 144A Securities
Each Portfolio may invest in restricted securities, including securities
eligible for resale without registration pursuant to Rule 144A ("Rule 144A
Securities") under the Securities Act of 1933. Rule 144A Securities are traded
among qualified institutional investors. While maintaining oversight, the Board
of Directors or Trustees, as applicable, has delegated to the respective
investment adviser the day-to-day function of determining whether or
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not individual Rule 144A Securities are liquid for purposes of each Portfolio's
limitation (whether 15% or 10% of total assets) on investments in illiquid
assets. The Boards have instructed the respective investment adviser to consider
the following factors in determining the liquidity of a Rule 144A Security: (i)
the frequency of trades and trading volume for the security; (ii) whether at
least three dealers are willing to purchase or sell the security and the number
of other potential purchasers; (iii) whether at least two dealers are making a
market in the security; and (iv) the nature of the security and the nature of
the marketplace trades (e.g., the time needed to dispose of the security, the
method of soliciting offers, and the mechanics of transfer).
Investing in Rule 144A Securities could have the effect of increasing the
level of a Portfolio's illiquidity to the extent that qualified institutional
buyers become, for a time, uninterested in purchasing these securities. After
the purchase of a Rule 144A Security, however, the Board of Directors or
Trustees, as applicable, and the respective investment adviser will continue to
monitor the liquidity of that security to ensure that a Portfolio has no more
than 10% or 15%, as appropriate, of its total assets in illiquid securities. If
an investment adviser determines that a Rule 144A Security which was previously
determined to be liquid is no longer liquid and, as a result, the Portfolio's
holdings of illiquid securities exceed the Portfolio's 10% or 15% limit, as
applicable, on investment in such securities, the investment adviser will
determine what action shall be taken to ensure that the Portfolio continues to
adhere to such limitation.
The International Mid-Cap Sub Portfolio, The Diversified Core Fixed Income
Portfolio, The Asset Allocation Portfolio, The Small-Cap Growth Equity
Portfolio, The International Small-Cap Portfolio, The Balanced Portfolio, The
Equity Income Portfolio, The Select Equity Portfolio and The Core Equity
Portfolio may purchase privately-placed securities whose resale is restricted
under applicable securities laws. Such restricted securities generally offer a
higher return potential than comparable registered securities but involve some
additional risk since they can be resold only in privately-negotiated
transactions or after registration under applicable securities laws. The
registration process may involve delays which would result in the Portfolio
obtaining a less favorable price on a resale. The International Mid-Cap Sub
Portfolio, Diversified Core Fixed Income Portfolio, The Asset Allocation
Portfolio, The Small-Cap Growth Equity Portfolio and The Core Equity Portfolio
will not purchase illiquid assets if more than 15% of its net assets would then
consist of such illiquid securities.
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U.S. Government Securities
The U.S. government securities in which the various Portfolios may invest
for temporary purposes and otherwise (see " Investment Restrictions" and the
Prospectus of the Fund for additional information), include a variety of
securities which are issued or guaranteed as to the payment of principal and
interest by the U.S. government, and by various agencies or instrumentalities
which have been established or sponsored by the U.S. government.
U.S. Treasury securities are backed by the "full faith and credit" of the
United States. Securities issued or guaranteed by federal agencies and U.S.
government sponsored instrumentalities may or may not be backed by the full
faith and credit of the United States. In the case of securities not backed by
the full faith and credit of the United States, investors in such securities
look principally to the agency or instrumentality issuing or guaranteeing the
obligation for ultimate repayment, and may not be able to assert a claim against
the United States itself in the event the agency or instrumentality does not
meet its commitment. Agencies which are backed by the full faith and credit of
the United States include the Export-Import Bank, Farmers Home Administration,
Federal Financing Bank, and others. Certain agencies and instrumentalities, such
as the Government National Mortgage Association ("GNMA"), are, in effect, backed
by the full faith and credit of the United States through provisions in their
charters that they may make "indefinite and unlimited" drawings on the Treasury,
if needed to service its debt. Debt from certain other agencies and
instrumentalities, including the Federal Home Loan Bank and Federal National
Mortgage Association, are not guaranteed by the United States, but those
institutions are protected by the discretionary authority for the U.S. Treasury
to purchase certain amounts of their securities to assist the institutions in
meeting their debt obligations. Finally, other agencies and instrumentalities,
such as the Farm Credit System and the Federal Home Loan Mortgage Corporation,
are federally chartered institutions under U.S. government supervision, but
their debt securities are backed only by the creditworthiness of those
institutions, not the U.S. government.
Some of the U.S. government agencies that issue or guarantee securities
include the Export-Import Bank of the United States, Farmers Home
Administration, Federal Housing Administration, Maritime Administration, Small
Business Administration, and the Tennessee Valley Authority.
An instrumentality of a U.S. government agency is a government agency
organized under Federal charter with government supervision. Instrumentalities
issuing or guaranteeing securities include, among others, Federal Home Loan
Banks, the Federal Land Banks, Central Bank for Cooperatives, Federal Immediate
Credit Banks and the Federal National Mortgage Association.
Mortgage-Backed Securities
The Real Estate Investment Trust, The Aggregate Fixed Income, The
Diversified Core Fixed Income, The Intermediate Fixed Income, The Global Fixed
Income, The Asset Allocation, The Balanced and The Core Equity Portfolios may
invest in mortgage-backed securities issued or guaranteed by the U.S.
government, its agencies or instrumentalities or by government sponsored
corporations. Those securities include, but are not limited to, GNMA
certificates. Such securities differ from other fixed-income securities in that
principal is paid back by the borrower over the length of the loan rather than
returned in a lump sum at maturity. When prevailing interest rates rise, the
value of a GNMA security may decrease as do other debt securities. When
prevailing interest rates decline, however, the value of GNMA securities may not
rise on a comparable basis with other debt securities because of the prepayment
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feature of GNMA securities. Additionally, if a GNMA certificate is purchased at
a premium above its principal value because its fixed rate of interest exceeds
the prevailing level of yields, the decline in price to par may result in a loss
of the premium in the event of prepayment. Funds received from prepayments may
be reinvested at the prevailing interest rates which may be lower than the rate
of interest that had previously been earned.
The Portfolios also may invest in collateralized mortgage obligations
("CMOs") and real estate mortgage investment conduits ("REMICs"). CMOs are debt
securities issued by U.S. government agencies or by financial institutions and
other mortgage lenders and collateralized by a pool of mortgages held under an
indenture. CMOs are issued in a number of classes or series with different
maturities. The classes or series are retired in sequence as the underlying
mortgages are repaid. REMICs, which were authorized under the Tax Reform Act of
1986, are private entities formed for the purpose of holding a fixed pool of
mortgages secured by an interest in real property. REMICs are similar to CMOs in
that they issue multiple classes of securities. To the extent any
privately-issued CMOs or REMICs in which the Portfolios may invest are
considered by the Commission to be investment companies, the Portfolios will
limit their investments in such securities in a manner consistent with the
provisions of the 1940 Act.
The mortgages backing these securities include conventional 30-year fixed
rate mortgages, graduated payment mortgages and adjustable rate mortgages. These
mortgages may be supported by various types of insurance, may be backed by GNMA
certificates or other mortgage pass-throughs issued or guaranteed by the U.S.
government, its agencies or instrumentalities. However, the guarantees do not
extend to the mortgage-backed securities' value, which is likely to vary
inversely with fluctuations in interest rates. These certificates are in most
cases "pass-through" instruments, through which the holder receives a share of
all interest and principal payments from the mortgages underlying the
certificate. Because the prepayment characteristics of the underlying mortgages
vary, it is not possible to predict accurately the average life or realized
yield of a particular issue of pass-through certificates. During periods of
declining interest rates, prepayment of mortgages underlying mortgage-backed
securities can be expected to accelerate. When the mortgage obligations are
prepaid, the Portfolio may reinvest the prepaid amounts in securities, the yield
of which reflects interest rates prevailing at the time. Moreover, prepayments
of mortgages which underlie securities purchased at a premium could result in
capital losses.
Certain CMOs and REMICs may have variable or floating interest rates and
others may be stripped. Stripped mortgage securities have greater market
volatility than other types of mortgage securities in which the Portfolios may
invest.
Stripped mortgage securities are usually structured with two classes that
receive different proportions of the interest and principal distributions on a
pool of mortgage assets. A common type of stripped mortgage security will have
one class receiving some of the interest and most of the principal from the
mortgage assets, while the other class will receive most of the interest and the
remainder of the principal. In the most extreme case, one class will receive all
of the interest (the "interest-only" class), while the other class will receive
all of the principal (the "principal-only" class). The yield to maturity on an
interest-only class is extremely sensitive not only to changes in prevailing
interest rates but also to the rate of principal payments (including
prepayments) on the related underlying mortgage assets, and a rapid rate of
principal payments may have a material adverse effect on a Portfolio's yield to
maturity. If the underlying mortgage assets experience greater than anticipated
prepayments of principal, a Portfolio may fail to fully recoup its initial
investment in these securities even if the securities are rated in the highest
rating categories.
Although stripped mortgage securities are purchased and sold by
institutional investors through several investment banking firms acting as
brokers or dealers, these securities were only recently developed. As a result,
established trading markets have not yet been fully developed and, accordingly,
these securities are generally illiquid and to such extent, together with any
other illiquid investments, will not exceed 10% of a Portfolio's net assets.
CMOs and REMICs issued by private entities are not government securities
and are not directly guaranteed by any government agency. They are secured by
the underlying collateral of the private issuer. Each of the Portfolios may
invest in such private-backed securities but, the Portfolios, other than The
Intermediate Fixed Income Portfolio and The Aggregate Fixed Income Portfolio,
will do so (i) only if the securities are 100% collateralized at the time of
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issuance by securities issued or guaranteed by the U.S. government, its agencies
or instrumentalities and (ii) currently, only if they are rated at the time of
purchase in the two (and, in the case of The Core Equity Portfolio, the four)
highest grades by a nationally-recognized statistical rating agency.
The Intermediate Fixed Income Portfolio, The Aggregate Fixed Income
Portfolio, The Diversified Core Fixed Income Portfolio and The Asset Allocation
Portfolio each may invest up to 20% of its total assets in CMOs and REMICs
issued by private entities which are not collateralized by securities issued or
guaranteed by the U.S. government, its agencies or instrumentalities, so-called
non-agency mortgage-backed securities. Investments in these securities may be
made only if the securities (i) are rated at the time of purchase in the four
top rating categories by a nationally-recognized statistical rating organization
(e.g., BBB or better by S&P or Baa or better by Moody's) and (ii) represent
interests in whole-loan mortgages, multi-family mortgages, commercial mortgages
and other mortgage collateral supported by a first mortgage lien on real estate.
Non-agency mortgage-backed securities are subject to the interest rate and
prepayment risks, described above, to which other CMOs and REMICs issued by
private issuers are subject. Non-agency mortgage-backed securities may also be
subject to a greater risk of loss of interest and principal because they are not
collateralized by securities issued or guaranteed by the U.S. government. In
addition, timely information concerning the loans underlying these securities
may not be as readily available and the market for these securities may be less
liquid than other CMOs and REMICs.
Short-Term Investments
The short-term investments in which The International Mid-Cap Sub, The
Large-Cap Value Equity, The Mid-Cap Growth Equity, The International Equity, The
Mid-Cap Value Equity, The Diversified Core Fixed Income, The Labor Select
International Equity, The Real Estate Investment Trust, The Global Fixed Income,
The International Fixed Income, The High-Yield Bond, The Global Equity, The
Emerging Markets, The International Small-Cap, The Asset Allocation, The
Small-Cap Growth Equity, The Balanced, The Equity Income, The Select Equity and
The Core Equity Portfolios may invest are:
(1) Time deposits, certificates of deposit (including marketable variable
rate certificates of deposit) and bankers' acceptances issued by a U.S.
commercial bank. Time deposits are non-negotiable deposits maintained in a
banking institution for a specified period of time at a stated interest rate.
Time deposits maturing in more than seven days will not be purchased by a
Portfolio, and time deposits maturing from two business days through seven
calendar days will not exceed 10% of the total assets of a Portfolio, in the
case of The Large-Cap Value Equity, The Mid-Cap Growth Equity, The International
Equity, The Global Fixed Income and The International Fixed Income Portfolios,
and 15% of the total assets of a Portfolio, in the case of The International
Mid-Cap Sub, The Mid-Cap Value Equity, The Small-Cap Value Equity, The
Diversified Core Fixed Income, The Labor Select International Equity, The Real
Estate Investment Trust, The Global Equity, The Emerging Markets, The
International Small-Cap, The High-Yield Bond, The Asset Allocation, The
Small-Cap Growth Equity, The Balanced, The Equity Income, The Select Equity and
The Core Equity Portfolios. Certificates of deposit are negotiable short-term
obligations issued by commercial banks against funds deposited in the issuing
institution. Variable rate certificates of deposit are certificates of deposit
on which the interest rate is periodically adjusted prior to their stated
maturity based upon a specified market rate. A bankers' acceptance is a time
draft drawn on a commercial bank by a borrower usually in connection with an
international commercial transaction (to finance the import, export, transfer or
storage of goods).
A Portfolio will not invest in any security issued by a commercial bank
unless (i) the bank has total assets of at least $1 billion or, in the case of a
bank which does not have total assets of at least $1 billion, the aggregate
investment made in any one such bank is limited to $100,000 and the principal
amount of such investment is insured in full by the Federal Deposit Insurance
Corporation, (ii) it is a member of the Federal Deposit Insurance Corporation,
and (iii) the bank or its securities have received the highest quality rating by
a nationally-recognized statistical rating organization;
(2) Commercial paper with the highest quality rating by a
nationally-recognized statistical rating organization (e.g., A-1 by S&P or
Prime-1 by Moody's) or, if not so rated, of comparable quality as determined by
a Portfolio's investment adviser;
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(3) Short-term corporate obligations with the highest quality rating by a
nationally-recognized statistical rating organization (e.g., AAA by S&P or Aaa
by Moody's) or, if not so rated, of comparable quality as determined by a
Portfolio's investment adviser;
(4) U.S. government securities (see "U.S. Government Securities"); and
(5) Repurchase agreements collateralized by securities listed above.
(6) And in the case of The International Mid-Cap Sub Portfolio, bank
deposits held by or at the Portfolio's Custodian Bank or one of its
sub-custodians.
Investment Company Securities
Any investments that The International Mid-Cap Sub Portfolio, The Emerging
Markets Portfolio, The Global Equity Portfolio, The International Small-Cap
Portfolio, The Balanced Portfolio, The Equity Income Portfolio, The Select
Equity Portfolio, The Diversified Core Fixed Income Portfolio, The Small-Cap
Growth Equity Portfolio and The Core Equity Portfolio make in either closed-end
or open-end investment companies will be limited by the 1940 Act, and would
involve an indirect payment of a portion of the expenses, including advisory
fees, or such other investment companies. Under the 1940 Act's current
limitations, the Portfolios may not (1) own more than 3% of the voting stock of
another investment company; and (2) invest more than 5% of the Portfolio's total
assets in the shares of any one investment company; nor, (3) invest more than
10% of the Portfolio's total assets in shares of other investment companies.
These percentage limitations also apply to the Portfolio's investments in
unregistered investment companies. Each Portfolio in which The Asset Allocation
Portfolio invests may not operate as a "fund of funds" by investing in other
registered open-end investment companies or registered unit investment trusts
that are part of the Delaware Investments family of funds.
Zero Coupon and Pay-In-Kind Bonds
Zero coupon bonds are debt obligations which do not entitle the holder to
any periodic payments of interest prior to maturity or a specified date when the
securities begin paying current interest, and therefore are issued and traded at
a discount from their face amounts or pay value. PIK bonds pay interest through
the issuance to holders of additional securities. Zero coupon bonds and PIK
bonds are generally considered to be more interest-sensitive than income bearing
bonds, to be more speculative than interest-bearing bonds, and to have certain
tax consequences which could, under certain circumstances, be adverse to the
Portfolio's authorized to invest in them. For example, with zero coupon bonds,
the Portfolio accrue, and is required to distribute to shareholders, income on
such bonds. However, the Portfolio may not receive the cash associated with this
income until the bonds are sold or mature. If the Portfolio did not have
sufficient cash to make the required distribution of accrued income, the
Portfolio could be required to sell other securities in its portfolio or to
borrow to generate the cash required.
When-Issued and Delayed Delivery Securities
The Balanced Portfolio may purchase securities on a when-issued or delayed
delivery basis. In such transactions, instruments are purchased with payment and
delivery taking place in the future in order to secure what is considered to be
an advantageous yield or price at the time of the transaction. Delivery of and
payment for these securities may take as long as a month or more after the date
of the purchase commitment. The Balanced Portfolio will maintain with its
custodian a separate account with a segregated portfolio of securities in an
amount at least equal to these commitments. The payment obligation and the
interest rates that will be received are each fixed at the time the Portfolio
enters into the commitment and no interest accrues to the Portfolio until
settlement. Thus, it is possible that the market value at the time of settlement
could be higher or lower than the purchase price if the general level of
interest rates has changed. It is a current policy of The Balanced Portfolio not
to enter into when-issued commitments exceeding in the aggregate 5% of the
market value its total assets less liabilities other than the obligations
created by these commitments.
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Warrants
The Equity Income Portfolio may purchase warrants and similar rights, which
are privileges issued by corporations enabling the owners to subscribe to and
purchase a specified number of shares of the corporation at a specified price
during a specified period of time. The purchase of warrants involves the risk
that the Portfolio could lose the purchase value of a warrant if the right to
subscribe to additional shares is not exercised prior to the warrant's
expiration. Also, the purchase of warrants involves the risk that the effective
price paid for the warrant added to the subscription price of the related
security may exceed the value of the subscribed security's market price such as
when there is no movement in the level of the underlying security.
Concentration
In applying the Portfolio's policies on concentration: (i) utility
companies will be divided according to their services, for example, gas, gas
transmission, electric and telephone will each be considered a separate
industry; (ii) financial service companies will be classified according to the
end users of their services, for example, automobile finance, bank finance and
diversified finance will each be considered a separate industry; and (iii) asset
backed securities will be classified according to the underlying assets securing
such securities.
Risks Associated with the Asset Allocation Portfolio
The Asset Allocation Portfolio's assets may be primarily invested in a
combination of the Portfolios. As a result, the Asset Allocation Portfolio is
subject to the same risks as any of the Portfolios in the Fund in which its
invests. Moreover, The Asset Allocation Portfolio's investment performance may
be directly related to the investment performance of the Portfolios of the Fund
held by it. The ability of The Asset Allocation Portfolio to meet its investment
objective may thus be directly related to the ability of the Portfolios of the
Fund to meet their objectives as well as the allocation among those Portfolios
of the fund by Delaware. There can be no assurance that the investment objective
of The Asset Allocation Portfolio or any of the Portfolios of the Fund will be
achieved.
Because The Asset Allocation Portfolio and the other Portfolios of the Fund
are separately managed, it is possible that certain Portfolios of the Fund in
which The Asset Allocation Portfolio invests may be acquiring securities at the
same time that other Portfolios of the Fund in which that Portfolio invests are
selling the same security. Similarly, it is possible that The Asset Allocation
Portfolio may directly acquire a security at the same time that a Portfolio of
the Fund in which it invests is selling the same security, or vice versa. This
practice could result in higher indirect transactions costs for The Asset
Allocation Portfolio, and thus adversely affect The Asset Allocation Portfolio's
returns, than would be the case if it were only investing directly in
securities.
Delaware has adopted Asset Allocation Guidelines (the "Guidelines") which
govern The Asset Allocation Portfolio's purchases and redemptions of shares of
the Portfolios of the Fund. Pursuant to these Guidelines, if the Manager
anticipates that The Asset Allocation Portfolio's allocation transaction will
disrupt the investment activities of a Portfolio of the Fund, the portfolio
managers of the relevant Portfolios will confer on steps to minimize adverse
effects on both The Asset Allocation Portfolio and the Portfolio of the Fund,
such as staggering the timing and amounts of such allocation transactions. In
addition, Delaware will attempt to minimize the number and size of allocation
transactions taking place at any one time while attempting to avoid losing
investment opportunities for The Asset Allocation Portfolio. As a result, The
Asset Allocation Portfolio may, on occasion, be unable to purchase or redeem
shares of a Portfolio of the Fund as quickly or in such amounts as they
otherwise would in the absence of such Guidelines. Such delays or changes in
amounts may decrease the total return and/or increase the volatility of The
Asset Allocation Portfolio.
ACCOUNTING AND TAX ISSUES
When The Mid-Cap Growth Equity Portfolio, either of The Real Estate
Investment Trust Portfolios, The International Fixed Income Portfolio, The
Emerging Markets Portfolio, The Global Equity Portfolio, The International
Small-Cap Portfolio, The Balanced Portfolio, The Equity Income Portfolio, The
Select Equity
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Portfolio, The Diversified Core Fixed Income Portfolio, The Asset Allocation
Portfolio, The Small-Cap Value Equity Portfolio, The Small-Cap Growth Equity
Portfolio or The Core Equity Portfolio writes a call, or purchases a put option,
an amount equal to the premium received or paid by it is included in the section
of the Portfolio's assets and liabilities as an asset and as an equivalent
liability.
In writing a call, the amount of the liability is subsequently "marked to
market" to reflect the current market value of the option written. The current
market value of a written option is the last sale price on the principal
exchange on which such option is traded or, in the absence of a sale, the mean
between the last bid and ask prices. If an option which a Portfolio has written
expires on its stipulated expiration date, the Portfolio recognizes a short-term
capital gain. If a Portfolio enters into a closing purchase transaction with
respect to an option which the Portfolio has written, the Portfolio realizes a
short-term gain (or loss if the cost of the closing transaction exceeds the
premium received when the option was sold) without regard to any unrealized gain
or loss on the underlying security, and the liability related to such option is
extinguished. If a call option which a Portfolio has written is exercised, the
Portfolio realizes a capital gain or loss from the sale of the underlying
security on foreign currency and the proceeds from such sale are increased by
the premium originally received.
The premium paid by a Portfolio for the purchase of a put option is
reported in the section of the Portfolio's assets and liabilities as an
investment and subsequently adjusted daily to the current market value of the
option. For example, if the current market value of the option exceeds the
premium paid, the excess would be unrealized appreciation and, conversely, if
the premium exceeds the current market value, such excess would be unrealized
depreciation. The current market value of a purchased option is the last sale
price on the principal exchange on which such option is traded or, in the
absence of a sale, the mean between the last bid and ask prices. If an option
which the Portfolio has purchased expires on the stipulated expiration date, the
Portfolio realizes a short-term or long-term capital loss for federal income tax
purposes in the amount of the cost of the option. If the Portfolio exercises a
put option, it realizes a capital gain or loss (long-term or short-term,
depending on the holding period of the underlying security) from the sale of the
underlying security and the proceeds from such sale will be decreased by the
premium originally paid.
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Options on Certain Stock Indices
Accounting for options on certain stock indices will be in accordance
with generally accepted accounting principles. The amount of any realized gain
or loss on closing out such a position will result in a realized gain or loss
for tax purposes. Such options held by a Portfolio at the end of each fiscal
year on a broad-based stock index will be required to be "marked to market" for
federal income tax purposes. Generally, 60% of any net gain or loss recognized
on such deemed sales or on any actual sales will be treated as long-term capital
gain or loss, and the remainder will be treated as short-term capital gain or
loss.
Other Tax Requirements
Each Portfolio has qualified or intends to qualify, and each that has
qualified intends to continue to qualify, as a regulated investment company
under Subchapter M of the Code. As such, a Portfolio will not be subject to
federal income tax, or to any excise tax, to the extent its earnings are
distributed as provided in the Code and it satisfies other requirements relating
to the sources of its income and diversification of its assets.
In order to qualify as a regulated investment company for federal
income tax purposes, each Portfolio must meet certain specific requirements,
including:
(i) Each Portfolio must maintain a diversified portfolio of securities,
wherein no security (other than U.S. government securities and securities of
other regulated investment companies) can exceed 25% of a Portfolio's total
assets, and, with respect to 50% of a Portfolio's total assets, no investment
(other than cash and cash items, U.S. government securities and securities of
other regulated investment companies) can exceed 5% of a Portfolio's total
assets. For purposes of the tax diversification test under Subchapter M of the
Internal Revenue Code, repurchase agreements constitute securities are not
considered to be cash or cash items;
(ii) Each Portfolio must derive at least 90% of its gross income from
dividends, interest, payments with respect to securities loans, and gains from
the sale or disposition of stock and securities or foreign currencies, or other
income derived with respect to its business of investing in such stock,
securities, or currencies;
(iii) Each Portfolio must distribute to its shareholders at least 90%
of its net investment income and net tax-exempt income for each of its fiscal
years, and
(iv) Each Portfolio must realize less than 30% of its gross income for
each fiscal year from gains from the sale of securities and certain other assets
that have been held by the Portfolio for less than three months ("short-short
income"). The Taxpayer Relief Act of 1997, as amended, (the "1997 Act") repealed
the 30% short-short income test for tax years of regulated investment companies
beginning after August 5, 1997; however, this rule may have continuing effect in
some states for purposes of classifying the Portfolio as a regulated investment
company.
The Code requires the Portfolios to distribute at least 98% of its
taxable ordinary income earned during the calendar year and 98% of its capital
gain net income earned during the 12 month period ending October 31 (in addition
to amounts from the prior year that were neither distributed nor taxed to a
Portfolio) to you by December 31 of each year in order to avoid federal excise
taxes. The Portfolios intend as a matter of policy to declare and pay sufficient
dividends in December or January (which are treated by you as received in
December) but does not guarantee and can give no assurances that its
distributions will be sufficient to eliminate all such taxes.
The straddle rules of Section 1092 may apply. Generally, the straddle
provisions require the deferral of losses to the extent of unrecognized gains
related to the offsetting positions in the straddle. Excess losses, if any, can
be recognized in the year of loss. Deferred losses will be carried forward and
recognized in the year that unrealized losses exceed unrealized gains or when
the offsetting position is sold.
The 1997 Act has also added new provisions for dealing with
transactions that are generally called "Constructive Sale Transactions." Under
these rules, the Portfolio must recognize gain (but not loss) on any
constructive sale of an appreciated financial position in stock, a partnership
interest or certain debt instruments.
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The Portfolio will generally be treated as making a constructive sale when it:
1) enters into a short sale on the same or substantially identical property; 2)
enters into an offsetting notional principal contract; or 3) enters into a
futures or forward contract to deliver the same or substantially identical
property. Other transactions (including certain financial instruments called
collars) will be treated as constructive sales as provided in Treasury
regulations to be published. There are also certain exceptions that apply for
transactions that are closed before the end of the 30th day after the close of
the taxable year.
Investment in Foreign Currencies and Foreign Securities
Certain of the Portfolios are authorized to invest certain limited
amounts in foreign securities. Such investments, if made, will have the
following additional tax consequences to each Portfolio:
Under the Code, gains or losses attributable to fluctuations in foreign
currency exchange rates which occur between the time a Portfolio accrues income
(including dividends), or accrues expenses which are denominated in a foreign
currency, and the time a Portfolio actually collects such income or pays such
expenses generally are treated as ordinary income or loss. Similarly, on the
disposition of debt securities denominated in a foreign currency and on the
disposition of certain options, futures, forward contracts, gain or loss
attributable to fluctuations in the value of foreign currency between the date
of acquisition of the security or contract and the date of its disposition are
also treated as ordinary gain or loss. These gains or losses, referred to under
the Code as "Section 988" gains or losses, may increase or decrease the amount
of a Portfolio's net investment company taxable income, which, in turn, will
affect the amount of income to be distributed to you by a Portfolio.
If a Portfolio's Section 988 losses exceed a Portfolio's other net
investment company taxable income during a taxable year, a Portfolio generally
will not be able to make ordinary dividend distributions to you for that year,
or distributions made before the losses were realized will be recharacterized as
return of capital distributions of federal income tax purposes, rather than as
an ordinary dividend or capital gain distribution. If a distribution is treated
as a return of capital, your tax basis in your Portfolio shares will be reduced
by a like amount (to the extent of such basis), and any excess of the
distribution over your tax basis in your Portfolio shares will be treated as
capital gain to you.
The 1997 Act generally requires that foreign income be translated into
U.S. dollars at the average exchange rate for the tax year in which the
transactions are conducted. Certain exceptions apply to taxes paid more than two
years after the taxable year to which they relate. This new law may require a
Portfolio to track and record adjustments to foreign taxes paid on foreign
securities in which it invests. Under a Portfolio's current reporting procedure,
foreign security transactions are recorded generally at the time of each
transaction using the foreign currency spot rate available for the date of each
transaction. Under the new law, a Portfolio will be required to record a fiscal
year end (and at calendar year end for excise tax purposes) an adjustment that
reflects the difference between the spot rates recorded for each transaction and
the year-end average exchange rate for all of a Portfolio's foreign securities
transactions. There is a possibility that the mutual fund industry will be given
relief from this new provision, in which case no year-end adjustments will be
required.
The Portfolios may be subject to foreign withholding taxes on income
from certain of its foreign securities. If more than 50% of the total assets of
a Portfolio at the end of its fiscal year are invested in securities of foreign
corporations, a Portfolio may elect to pass-through to you your pro rata share
of foreign taxes paid by a Portfolio. If this election is made, you will be: (i)
required to include in your gross income your pro rata share of foreign source
income (including any foreign taxes paid by a Portfolio); and (ii) entitled to
either deduct your share of such foreign taxes in computing your taxable income
or to claim a credit for such taxes against your U.S. income tax, subject to
certain limitations under the Code. You will be informed by a Portfolio at the
end of each calendar year regarding the availability of any such foreign tax
credits and the amount of foreign source income (including any foreign taxes
paid by a Portfolio). If a Portfolio elects to pass-through to you the foreign
income taxes that it has paid, you will be informed at the end of the calendar
year of the amount of foreign taxes paid and foreign source income that must be
included on your federal income tax return. If a Portfolio invests 50% or less
of its total assets in securities of foreign corporations, it will not be
entitled to pass-through to you your pro-rata shares of foreign
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taxes paid by a Portfolio. In this case, these taxes will be taken as a
deduction by a Portfolio, and the income reported to you will be the net amount
after these deductions. The 1997 Act also simplifies the procedures by which
investors in funds that invest in foreign securities can claim tax credits on
their individual income tax returns for the foreign taxes paid by a Portfolio.
These provisions will allow investors who pay foreign taxes of $300 or less on a
single return or $600 or less on a joint return during any year (all of which
must be reported on IRS Form 1099-DIV from a Portfolio to the investor) to claim
a tax credit against their U.S. federal income tax for the amount of foreign
taxes paid by a Portfolio. This process will allow you, if you qualify, to
bypass the burdensome and detailed reporting requirements on the foreign tax
credit schedule (Form 1116) and report your foreign taxes paid directly on page
2 of Form 1040.
Investment in Passive Foreign Investment Company securities--The
Portfolios may invest in shares of foreign corporations which may be classified
under the Code as passive foreign investment companies ("PFICs"). In general, a
foreign corporation is classified as a PFIC if at least one-half of its assets
constitute investment-type assets or 75% or more of its gross income is
investment-type income. If a Portfolio receives an "excess distribution" with
respect to PFIC stock, the Portfolio itself may be subject to U.S. federal
income tax on a portion of the distribution, whether or not the corresponding
income is distributed by a Portfolio to you. In general, under the PFIC rules,
an excess distribution is treated as having been realized ratably over the
period during which a Portfolio held the PFIC shares. A Portfolio itself will be
subject to tax on the portion, if any, of an excess distribution that is so
allocated to prior Portfolio taxable years, and an interest factor will be added
to the tax, as if the tax had been payable in such prior taxable years. In this
case, you would not be permitted to claim a credit on your own tax return for
the tax paid by a Portfolio. Certain distributions from a PFIC as well as gain
from the sale of PFIC shares are treated as excess distributions. Excess
distributions are characterized as ordinary income even though, absent
application of the PFIC rules, certain distribution might have been classified
as capital gain. This may have the effect of increasing Portfolio distributions
to you that are treated as ordinary dividends rather than long-term capital gain
dividends.
A Portfolio may be eligible to elect alternative tax treatment with
respect to PFIC shares. Under an election that currently is available in some
circumstances, a Portfolio generally would be required to include in its gross
income its share of the earnings of a PFIC on a current basis, regardless of
whether distributions are received from the PFIC during such period. If this
election were made, the special rules, discussed above, relating to the taxation
of excess distributions, would not apply. In addition, the 1997 Act provides for
another election that would involve marking-to-market the Portfolio's PFIC
shares at the end of each taxable year (and on certain other dates as prescribed
in the Code), with the result that unrealized gains would be treated as though
they were realized. The Portfolio would also be allowed an ordinary deduction
for the excess, if any, of the adjusted basis of its investment in the PFIC
stock over its fair market value at the end of the taxable year. This deduction
would be limited to the amount of any net mark-to-market gains previously
included with respect to that particular PFIC security. If a Portfolio were to
make this second PFIC election, tax at the Portfolio level under the PFIC rules
would generally be eliminated.
The application of the PFIC rules may affect, among other things, the
amount of tax payable by a Portfolio (if any), the amounts distributable to you
by a Portfolio, the time at which these distributions must be made, and whether
these distributions will be classified as ordinary income or capital gain
distributions to you.
You should be aware that it is not always possible at the time shares
of a foreign corporation are acquired to ascertain that the foreign corporation
is a PFIC, and that there is always a possibility that a foreign corporation
will become a PFIC after a Portfolio acquires shares in that corporation. While
a Portfolio will generally seek to avoid investing in PFIC shares to avoid the
tax consequences detailed above, there are no guarantees that it will do so and
it reserves the right to make such investments as a matter of its fundamental
investment policy.
Most foreign exchange gains are classified as ordinary income which
will be taxable to you as such when distributed. Similarly, you should be aware
that any foreign exchange losses realized by a Portfolio, including any losses
realized on the sale of foreign debt securities, are generally treated as
ordinary losses for federal income tax purposes. This treatment could increase
or reduce a Portfolio's income available for distribution to you, and may cause
some or all of a Portfolio's previously distributed income to be classified as a
return of capital.
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TRADING PRACTICES AND BROKERAGE
The investment adviser or sub-adviser of each Portfolio, as the case
may be, selects brokers or dealers to execute transactions on behalf of a
Portfolio for the purchase or sale of portfolio securities on the basis of its
judgment of their professional capability to provide the service. The primary
consideration is to have brokers or dealers execute transactions at best price
and execution. Best price and execution refers to many factors, including the
price paid or received for a security, the commission charged, the promptness
and reliability of execution, the confidentiality and placement accorded the
order and other factors affecting the overall benefit obtained by the account on
the transaction. A number of trades are made on a net basis where securities
either are purchased directly from the dealer or are sold to the dealer. In
these instances, there is no direct commission charged but there is a spread
(the difference between the buy and sell price) which is the equivalent of a
commission. When a commission is paid, the investment adviser or sub-adviser
pays reasonably competitive brokerage commission rates based upon the
professional knowledge of its trading department as to rates paid and charged
for similar transactions throughout the securities industry. In some instances,
Pooled Trust, Inc. pays a minimal share transaction cost when the transaction
presents no difficulty. A number of trades are made on a net basis where the
Funds either buy the securities directly from the dealer or sell them to the
dealer. In these instances, there is not direct commission charged but there is
a spread (the difference between the buy and sell price) which is the equivalent
of a commission.
Securities transactions for The International Equity, The International
Mid-Cap Sub, The Labor Select International Equity, The Global Equity, The
Emerging Markets, The Global Fixed Income, The International Fixed Income, The
High Yield Bond, The Real Estate Investment Trust and The Diversified Core Fixed
Income Portfolios may be effected in foreign markets which may not allow
negotiation of commissions or where it is customary to pay fixed rates.
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<PAGE>
During the fiscal years ended October 31, 1995, 1996 and 1997, the
aggregate dollar amounts of brokerage commissions paid by the Portfolios listed
below amounted to the following:
<TABLE>
<CAPTION>
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
The Large Cap Value Equity Portfolio $198,202 $137,685 $117,326
The Mid-Cap Growth Equity Portfolio $19,470 $66,754 $26,361
The International Equity Portfolio $390,649 $618,700 $398,781
The Global Fixed Income Portfolio N/A N/A N/A
The Labor Select International Equity Portfolio (1) $134,410 $72,413 $78,514
The Real Estate Investment Trust Portfolio (2) $185,742 $111,633 $122,865
The Emerging Markets Portfolio (3) $194,207 $92,535 N/A
The Global Equity Portfolio (4) $3,549 $5,176 N/A
The Core Equity Portfolio (5) $2,458 N/A N/A
The Mid-Cap Value Equity Portfolio(6) $15,643 N/A N/A
The Small-Cap Growth Equity Portfolio (5) $1,702 N/A N/A
The Real Estate Investment Trust Portfolio II (7) $16,638 N/A N/A
The Intermediate Fixed Income Portfolio (8) N/A N/A N/A
The Aggregate Fixed Income Portfolio (6) N/A N/A N/A
The High-Yield Bond Portfolio (9) N/A N/A N/A
The Diversified Core Fixed Income Portfolio(6) N/A N/A N/A
The International Fixed Income Portfolio(10) N/A N/A N/A
The Asset Allocation Portfolio (11) N/A N/A N/A
The International Mid-Cap Sub Portfolio (11) N/A N/A N/A
The Small-Cap Value Equity Portfolio (11) N/A N/A N/A
The Balanced Portfolio(12) N/A N/A N/A
The Equity Income Portfolio(12) N/A N/A N/A
The Select Equity Portfolio(12) N/A N/A N/A
The International Small-Cap Portfolio(12) N/A N/A N/A
</TABLE>
(1) Commenced operations on December 19, 1995.
(2) Commenced operations on December 6, 1995
(3) Commenced operations on April 14, 1997.
(4) Commenced operations on October 15, 1997.
(5) Commenced operations on September 15, 1998.
(6) Commenced operations on December 29, 1997.
(7) Commenced operations on November 4, 1997.
(8) Commenced operations on March 12, 1996.
(9) Commenced operations on December 2, 1996.
(10) Commenced operations on April 11, 1997.
(11) Has not commenced operations as of October 31, 1998.
(12) Has not commenced operations as of the date of this Part B.
44
<PAGE>
The investment advisers or sub-advisers may allocate out of all
commission business generated by all of the Portfolios and accounts under
management by them, brokerage business to brokers or dealers who provide
brokerage and research services. These services include advice, either directly
or through publications or writings, as to the value of securities, the
advisability of investing in, purchasing or selling securities, and the
availability of securities or purchasers or sellers of securities; furnishing of
analyses and reports concerning issuers, securities or industries; providing
information on economic factors and trends; assisting in determining portfolio
strategy; providing computer software and hardware used in security analyses;
and providing portfolio performance evaluation and technical market analyses.
Such services are used by the investment advisers in connection with their
investment decision-making process with respect to one or more funds and
accounts they manage, and may not be used, or used exclusively, with respect to
the fund or account generating the brokerage.
45
<PAGE>
During the fiscal year ended October 31, 1998, portfolio transactions
of the following Portfolios in the amounts listed below, resulting in brokerage
commissions in the amounts listed below, were directed to brokers for brokerage
and research services provided:
<TABLE>
<CAPTION>
Portfolio Transactions Brokerage Commissions
Amounts Amounts
---------------------- ---------------------
<S> <C> <C>
The Large Cap Value Equity Portfolio $87,352,536 $92,557
The Mid-Cap Growth Equity Portfolio $7,338,957 $13,974
The International Equity Portfolio $19,488,896 $43,480
The Labor Select International Equity Portfolio $10,198,546 $22,822
The Real Estate Investment Trust Portfolio $38,144,721 $86,183
The Emerging Markets Portfolio none none
The Mid-Cap Value Equity Portfolio(1) $9,636,086 $14,985
The Core Equity Portfolio (2) $176,340 $276
The Small-Cap Growth Equity Portfolio $673,401 $1,548
The Real Estate Investment Trust Portfolio II(3) $2,777,792 $6,341
The Intermediate Fixed Income Portfolio N/A N/A
The Aggregate Fixed Income Portfolio(1) N/A N/A
The High-Yield Bond Portfolio N/A N/A
The Diversified Core Fixed Income Portfolio N/A N/A
The Global Equity Portfolio $752,875 $884
The Global Fixed Income Portfolio N/A N/A
The Asset Allocation Portfolio (4) N/A N/A
The International Mid-Cap Sub Portfolio (4) N/A N/A
The Small-Cap Value Equity Portfolio (4) N/A N/A
The Balanced Portfolio(5) N/A N/A
The Equity Income Portfolio(5) N/A N/A
The Select Equity Portfolio(5) N/A N/A
The International Small-Cap Portfolio(5) N/A N/A
</TABLE>
(1) Commenced operations on December 29, 1997.
(2) Commenced operations on September 15, 1998.
(3) Commenced operations on November 4, 1997.
(4) Has not commenced operations as of October 31, 1998.
(5) Has not commenced operations as of the date of this Part B.
46
<PAGE>
As provided in the Securities Exchange Act of 1934 and each Portfolio's
Investment Management Agreement, higher commissions are permitted to be paid to
broker/dealers who provide brokerage and research services than to
broker/dealers who do not provide such services if such higher commissions are
deemed reasonable in relation to the value of the brokerage and research
services provided. Although transactions are directed to broker/dealers who
provide such brokerage and research services, Pooled Trust, Inc. believes that
the commissions paid to such broker/dealers are not, in general, higher than
commissions that would be paid to broker/dealers not providing such services and
that such commissions are reasonable in relation to the value of the brokerage
and research services provided. In some instances, services may be provided to
the investment advisers which constitute in some part brokerage and research
services used by the investment advisers in connection with their investment
decision-making process and constitute in some part services used by them in
connection with administrative or other functions not related to their
investment decision-making process. In such cases, the investment advisers will
make a good faith allocation of brokerage and research services and will pay out
of their own resources for services used by them in connection with
administrative or other functions not related to their investment
decision-making process. In addition, so long as no fund is disadvantaged,
portfolio transactions which generate commissions or their equivalent are
allocated to broker/dealers who provide daily portfolio pricing services to
Pooled Trust, Inc. and to other funds in the Delaware Investments family.
Subject to best price and execution, commissions allocated to brokers providing
such pricing services may or may not be generated by the Portfolios receiving
the pricing service.
47
<PAGE>
Combined orders for two or more accounts or funds engaged in the
purchase or sale of the same security may be placed if the judgment is made that
joint execution is in the best interest of each participant and will result in
best price and execution. Transactions involving commingled orders are allocated
in a manner deemed equitable to each account or fund. When a combined order is
executed in a series of transactions at different prices, each account
participating in the order may be allocated an average price obtained from the
executing broker. It is believed that the ability of the accounts to participate
in volume transactions will generally be beneficial to the accounts and funds.
Although it is recognized that, in some cases, the joint execution of orders
could adversely affect the price or volume of the security that a particular
account or fund may obtain, it is the opinion of the investment advisers, the
Board of Directors of Pooled Trust, Inc. and the Board of Trustees of Foundation
Funds that the advantages of combined orders outweigh the possible disadvantages
of separate transactions.
Consistent with the Conduct Rules of the National Association of
Securities Dealers, Inc., and subject to seeking best price and execution,
orders may be placed with broker/dealers that have agreed to defray certain
Portfolio expenses, such as custodian fees.
Subject to best price and execution, Portfolio orders may be placed
with qualified broker/dealers who recommend the Fund's Portfolios or who acts as
agents in the purchase of shares of the Portfolios for their clients.
PORTFOLIO TURNOVER
Portfolio trading will be undertaken principally to accomplish each
Portfolio's objective in relation to anticipated movements in the general level
of interest rates. A Portfolio is free to dispose of portfolio securities at any
time, subject to complying with the Code and the 1940 Act, when changes in
circumstances or conditions make such a move desirable in light of the
investment objective. A Portfolio will not attempt to achieve or be limited to a
predetermined rate of portfolio turnover. Such a turnover always will be
incidental to transactions undertaken with a view to achieving a Portfolio's
investment objective.
The degree of portfolio activity may affect brokerage costs of a
Portfolio and taxes payable by a Portfolio's shareholders. A turnover rate of
100% would occur, for example, if all the investments in a Portfolio's
securities at the beginning of the year were replaced by the end of the year. In
investing for capital appreciation, a relevant Portfolio may hold securities for
any period of time. Portfolio turnover will also be increased by The Mid-Cap
Growth Equity Portfolio, either of The Real Estate Investment Trust Portfolios,
The International Equity Portfolio, The Emerging Markets Portfolio, The Global
Equity Portfolio, The International Small-Cap Portfolio, The Equity Income
Portfolio, The Select Equity Portfolio, The Diversified Core Fixed Income
Portfolio, The Asset Allocation Portfolio, The Small-Cap Growth Equity Portfolio
and The Core Equity Portfolio, if the Portfolio writes a large number of call
options which are subsequently exercised. To the extent a Portfolio realizes
gains on securities held for less than six months, such gains are taxable to the
shareholder subject to tax or to a Portfolio at ordinary income tax rates. The
turnover rate also may be affected by cash requirements from redemptions and
repurchases of Portfolio shares. High portfolio turnover involves
correspondingly greater brokerage costs and may affect taxes payable by
shareholders that are subject to federal income taxes.
48
<PAGE>
Under normal circumstances: (1) the annual portfolio turnover rate of
The International Equity Portfolio is not expected to exceed 150%; (2) the
annual portfolio turnover rate of The Global Fixed Income Portfolio and The
International Fixed Income Portfolio is not expected to exceed 200%; (3) the
annual portfolio turnover rate of The Large-Cap Value Equity Portfolio, The
Mid-Cap Growth Equity Portfolio, The Mid-Cap Value Equity Portfolio, The
Small-Cap Value Equity Portfolio, The Labor Select International Equity
Portfolio, The Real Estate Investment Trust Portfolios, The Emerging Markets
Portfolio, The Global Equity Portfolio, The International Small-Cap Portfolio,
The High-Yield Bond Portfolio, The International Mid-Cap Sub Portfolio, The
Balanced, The Equity Income, The Core Equity Portfolio and The Asset Allocation
Portfolio is not expected to exceed 100%; (4) the annual portfolio turnover rate
of The Intermediate Fixed Income Portfolio and The Aggregate Fixed Income
Portfolio is not expected to exceed 250%; (5) the annual portfolio turnover rate
of The Diversified Core Fixed Income Portfolio is not expected to exceed 50%;
(6) the annual portfolio turnover rate of The Small-Cap Growth Equity Portfolio
is expected to be 100%; and (7) the annual portfolio turnover rate for The
Select Equity Portfolio is not expected to exceed 300%. The portfolio turnover
rate of a Portfolio is calculated by dividing the lesser of purchases or sales
of securities for the particular fiscal year by the monthly average of the value
of the securities owned by the Portfolio during the particular fiscal year,
exclusive of securities whose maturities at the time of acquisition are one year
or less.
The portfolio turnover rates of the following Portfolios for the past
two fiscal years were as follows:
<TABLE>
<CAPTION>
October 31, 1998 October 31, 1997
---------------- ----------------
<S> <C> <C>
The Large Cap Value Equity Portfolio 85% 73%
The Mid-Cap Growth Equity Portfolio 154% 117%
The International Equity Portfolio 5% 8%
The Global Fixed Income Portfolio 131% 114%
The Labor Select International Equity Portfolio 2% 11%
The Real Estate Investment Trust Portfolio 51% 58%
The Intermediate Fixed Income Portfolio 181% 205%
The High-Yield Bond Portfolio (1) 211% 281%*
The International Fixed Income Portfolio (2) 104% 145%*
The Emerging Markets Portfolio (3) 39% 46%*
The Global Equity Portfolio (4) 47% 0%*
The Core Equity Portfolio (5) 53%* N/A
The Mid-Cap Value Equity Portfolio (6) 155%* N/A
The Small-Cap Value Equity Portfolio (7) N/A N/A
The Small-Cap Growth Equity Portfolio (5) 98%* N/A
The Real Estate Investment Trust Portfolio II (8) 54%* N/A
The Aggregate Fixed Income Portfolio (6) 438%* N/A
The Diversified Core Fixed Income Portfolio (6) 312%* N/A
The Asset Allocation Portfolio (7) N/A N/A
The International Mid-Cap Sub Portfolio (7) N/A N/A
The Balanced Portfolio(8) N/A N/A
The Equity Income Portfolio(8) N/A N/A
The Select Equity Portfolio(8) N/A N/A
The International Small-Cap Portfolio(8) N/A N/A
</TABLE>
*Annualized
(1) Commenced operations on December 2, 1996.
(2) Commenced operations on April 11, 1997.
(3) Commenced operations on April 14, 1997.
(4) Commenced operations on October 15, 1997.
(5) Commenced operations on September 15, 1998.
(6) Commenced operations on December 29, 1997.
(7) Has not commenced operations as of October 31, 1998.
(8) Commenced operations on November 4, 1997.
(9) Has not commenced operations as of the date of this Part B.
49
<PAGE>
PURCHASING SHARES
The following supplements the disclosure provided in the Portfolios'
Prospectuses.
Delaware Distributors, L.P. serves as the national distributor for each
Portfolio's shares. See the related Prospectus for information on how to invest.
Pooled Trust, Inc. or Foundation Funds, as applicable, reserves the right to
suspend sales of Portfolio shares, and reject any order for the purchase of
Portfolio shares if in the opinion of management such rejection is in the
Portfolio's best interest.
Certificates representing shares purchased are not ordinarily issued
unless a shareholder submits a specific request. Certificates are not issued in
the case of Class B Shares or Class C Shares of The Real Estate Investment Trust
Portfolio, in the case of The International Mid-Cap Sub Portfolio shares, or in
the case of any retirement plan account including self-directed IRAs. However,
purchases not involving the issuance of certificates are confirmed to the
investor and credited to the shareholder's account on the books maintained on
behalf of Pooled Trust, Inc. The investor will have the same rights of ownership
with respect to such shares as if certificates had been issued. An investor that
is permitted to obtain a certificate may receive a certificate representing full
share denominations purchased by sending a letter signed by each owner of the
account to the Transfer Agent requesting the certificate. No charge is assessed
by Pooled Trust, Inc. or Foundation Funds for any certificate issued. A
shareholder may be subject to fees for replacement of a lost or stolen
certificate, under certain conditions, including the cost of obtaining a bond
covering the lost or stolen certificate. Please contact the Portfolios for
further information. Investors who hold certificates representing any of their
shares may only redeem those shares by written request. The investor's
certificate(s) must accompany such request.
Purchasing Shares (The Real Estate Investment Trust Portfolio class of The Real
Estate Investment Trust Portfolio and all other Portfolios)
Shares of each Portfolio are sold on a continuous basis directly to
institutions and high net-worth individuals at the net asset value next
determined after the receipt of a purchase order and a Federal Funds wire as
described more fully in the related Prospectus. In addition, for purchases of
shares in The Emerging Markets Portfolio, a purchase reimbursement fee of 0.75%
of the dollar amount invested is charged to investors and paid to the Portfolio
to help defray expenses of investing purchase proceeds. For The International
Mid-Cap Sub Portfolio, the purchase reimbursement fee is equal to 0.60% of the
dollar amount invested and for The Global Equity Portfolio, the purchase
reimbursement fee is equal to 0.40% of the dollar amount invested. In lieu of
paying that fee, an investor in The International Mid-Cap Sub Portfolio or The
Global Equity Portfolio may elect, subject to agreement by DIA Ltd., to invest
by a contribution of in-kind securities or may follow another procedure that has
the same economic impact on the Portfolio and its shareholders, in which case
the purchase reimbursement fee will not apply. See "DETERMINING OFFERING PRICE
AND NET ASSET VALUE." The minimum for initial investments is $1,000,000 for each
Portfolio. There are no minimums for subsequent investments. See the related
Prospectus for special purchase procedures and requirements that may be
applicable to prospective investors in The International Equity Portfolio and
The Global Equity Portfolio. At such time as Pooled Trust, Inc. receives
appropriate regulatory approvals to do so in the future, under certain
circumstances, Pooled Trust, Inc. may, at its sole discretion, allow eligible
investors who have an existing investment counseling relationship with Delaware
International or an affiliate of Delaware to make investments in the Portfolios
by a contribution of securities in-kind to such Portfolios.
50
<PAGE>
Purchasing Shares (REIT Fund A, B, C and Institutional Classes of The
Real Estate Investment Trust Portfolio)
The minimum initial investment generally is $1,000 for Class A Shares,
Class B Shares and Class C Shares. Subsequent purchases of such Classes
generally must be at least $100. The initial and subsequent investment minimums
for Class A Shares will be waived for purchases by officers, directors and
employees of any Delaware Investments fund, the Manager or any of the Manager's
affiliates if the purchases are made pursuant to a payroll deduction program.
Shares purchased pursuant to the Uniform Gifts to Minors Act or Uniform
Transfers to Minors Act and shares purchased in connection with an Automatic
Investing Plan are subject to a minimum initial purchase of $250 and a minimum
subsequent purchase of $25. Accounts opened under the Delaware Investments Asset
Planner service are subject to a minimum initial investment of $2,000 per Asset
Planner Strategy selected. There are no minimum purchase requirements for the
Institutional Classes, but certain eligibility requirements must be satisfied.
Each purchase of Class B Shares is subject to a maximum purchase
limitation of $250,000. For Class C Shares, each purchase must be in an amount
that is less than $1,000,000. See Investment Plans for purchase limitations
applicable to retirement plans. Pooled Trust, Inc. will reject any purchase
order for more than $250,000 of Class B Shares and $1,000,000 or more of Class C
Shares. An investor may exceed these limitations by making cumulative purchases
over a period of time. In doing so, an investor should keep in mind, however,
that reduced front-end sales charges apply to investments of $50,000 or more in
Class A Shares, and that Class A Shares are subject to lower annual 12b-1 Plan
expenses than Class B Shares and Class C Shares and generally are not subject to
a CDSC.
Selling dealers are responsible for transmitting orders promptly.
Pooled Trust, Inc. reserves the right to reject any order for the purchase of
its shares of either Fund if in the opinion of management such rejection is in
such Fund's best interest. If a purchase is canceled because your check is
returned unpaid, you are responsible for any loss incurred. Each Portfolio can
redeem shares from your account(s) to reimburse itself for any loss, and you may
be restricted from making future purchases in any of the funds in the Delaware
Investments family. Each Portfolio reserves the right to reject purchase orders
paid by third-party checks or checks that are not drawn on a domestic branch of
a United States financial institution. If a check drawn on a foreign financial
institution is accepted, you may be subject to additional bank charges for
clearance and currency conversion.
Each Portfolio also reserves the right, following shareholder
notification, to charge a service fee on non-retirement accounts that, as a
result of redemption, have remained below the minimum stated account balance for
a period of three or more consecutive months. Holders of such accounts may be
notified of their insufficient account balance and advised that they have until
the end of the current calendar quarter to raise their balance to the stated
minimum. If the account has not reached the minimum balance requirement by that
time, the Fund will charge a $9 fee for that quarter and each subsequent
calendar quarter until the account is brought up to the minimum balance. The
service fee will be deducted from the account during the first week of each
calendar quarter for the previous quarter, and will be used to help defray the
cost of maintaining low-balance accounts. No fees will be charged without proper
notice, and no CDSC will apply to such assessments.
Each Portfolio also reserves the right, upon 60 days' written notice,
to involuntarily redeem accounts that remain under the minimum initial purchase
amount as a result of redemptions. An investor making the minimum initial
investment may be subject to involuntary redemption without the imposition of a
CDSC or Limited CDSC if he or she redeems any portion of his or her account.
The NASD has adopted amendments to its Conduct Rules, as amended,
relating to investment company sales charges. Pooled Trust, Inc. and the
Distributor intend to operate in compliance with these rules.
51
<PAGE>
Class A Shares are purchased at the offering price which reflects a
maximum front-end sales charge of 5.75%; however, lower front-end sales charges
apply for larger purchases. See the table in the Fund Classes' Prospectus. Class
A Shares are also subject to annual 12b-1 Plan expenses for the life of the
investment.
Class B Shares are purchased at net asset value and are subject to a
CDSC of: (i) 5% if shares are redeemed within one year of purchase; (ii) 4% if
shares are redeemed within two years of purchase; (iii) 3% if shares are
redeemed during the third or fourth year following purchase; (iv) 2% if shares
are redeemed during the fifth year following purchase; and (v) 1% if shares are
redeemed during the sixth year following purchase. Class B Shares are also
subject to annual 12b-1 Plan expenses which are higher than those to which Class
A Shares are subject and are assessed against Class B Shares for approximately
eight years after purchase. See Automatic Conversion of Class B Shares, below.
Class C Shares are purchased at net asset value and are subject to a
CDSC of 1% if shares are redeemed within 12 months following purchase. Class C
Shares are also subject to annual 12b-1 Plan expenses for the life of the
investment which are equal to those to which Class B Shares are subject.
Institutional Class shares are purchased at the net asset value per
share without the imposition of a front-end or contingent deferred sales charge
or 12b-1 Plan expenses. See Plans Under Rule 12b-1 for the Portfolio Classes
under Purchasing Shares, and Determining Offering Price and Net Asset Value in
this Part B.
Class A Shares, Class B Shares, Class C Shares and Institutional Class
shares represent a proportionate interest in the Portfolio's assets and will
receive a proportionate interest in that Fund's income, before application, as
to Class A, Class B and Class C Shares, of any expenses under that Fund's 12b-1
Plans.
Certificates representing shares purchased are not ordinarily issued
unless, in the case of Class A Shares or Institutional Class shares, a
shareholder submits a specific request. Certificates are not issued in the case
of Class B Shares or Class C Shares or in the case of any retirement plan
account including self-directed IRAs. However, purchases not involving the
issuance of certificates are confirmed to the investor and credited to the
shareholder's account on the books maintained by Delaware Service Company, Inc.
(the "Transfer Agent"). The investor will have the same rights of ownership with
respect to such shares as if certificates had been issued. An investor that is
permitted to obtain a certificate may receive a certificate representing full
share denominations purchased by sending a letter signed by each owner of the
account to the Transfer Agent requesting the certificate. No charge is assessed
by Pooled Trust, Inc. for any certificate issued. A shareholder may be subject
to fees for replacement of a lost or stolen certificate, under certain
conditions, including the cost of obtaining a bond covering the lost or stolen
certificate. Please contact the Portfolio for further information. Investors who
hold certificates representing any of their shares may only redeem those shares
by written request. The investor's certificate(s) must accompany such request.
Alternative Purchase Arrangements
The alternative purchase arrangements of Class A Shares, Class B Shares
and Class C Shares permit investors to choose the method of purchasing shares
that is most suitable for their needs given the amount of their purchase, the
length of time they expect to hold their shares and other relevant
circumstances. Investors should determine whether, given their particular
circumstances, it is more advantageous to purchase Class A Shares and incur a
front-end sales charge and annual 12b-1 Plan expenses of up to a maximum of
0.30% of the average daily net assets of Class A Shares, or to purchase either
Class B or Class C Shares and have the entire initial purchase amount invested
in the Portfolio with the investment thereafter subject to a CDSC and annual
12b-1 Plan expenses. Class B Shares are subject to a CDSC if the shares are
redeemed within six years of purchase, and Class C Shares are subject to a CDSC
if the shares are redeemed within 12 months of purchase. Class B and Class C
Shares are each subject to annual 12b-1 Plan expenses of up to a maximum of 1%
(0.25% of which are service fees to be paid to the Distributor, dealers or
others for providing personal service and/or maintaining shareholder accounts)
of average daily net assets of the respective Class. Class B Shares will
automatically convert to Class A Shares at the end of approximately eight years
after purchase and, thereafter, be subject to annual 12b-1 Plan expenses of up
to a maximum of 0.30% of average daily net assets of such shares. Unlike Class B
Shares, Class C Shares do not convert to another Class.
52
<PAGE>
The higher 12b-1 Plan expenses on Class B Shares and Class C Shares
will be offset to the extent a return is realized on the additional money
initially invested upon the purchase of such shares. However, there can be no
assurance as to the return, if any, that will be realized on such additional
money. In addition, the effect of any return earned on such additional money
will diminish over time. In comparing Class B Shares to Class C Shares,
investors should also consider the duration of the annual 12b-1 Plan expenses to
which each of the classes is subject and the desirability of an automatic
conversion feature, which is available only for Class B Shares.
For the distribution and related services provided to, and the expenses
borne on behalf of, the Portfolios, the Distributor and others will be paid, in
the case of Class A Shares, from the proceeds of the front-end sales charge and
12b-1 Plan fees and, in the case of Class B Shares and Class C Shares, from the
proceeds of the 12b-1 Plan fees and, if applicable, the CDSC incurred upon
redemption. Financial advisers may receive different compensation for selling
Class A Shares, Class B Shares and Class C Shares. Investors should understand
that the purpose and function of the respective 12b-1 Plans and the CDSCs
applicable to Class B Shares and Class C Shares are the same as those of the
12b-1 Plan and the front-end sales charge applicable to Class A Shares in that
such fees and charges are used to finance the distribution of the respective
Classes. See Plans Under Rule 12b-1 for the Portfolio Classes.
Dividends, if any, paid on Class A Shares, Class B Shares and Class C
Shares will be calculated in the same manner, at the same time and on the same
day and will be in the same amount, except that the additional amount of 12b-1
Plan expenses relating to Class B Shares and Class C Shares will be borne
exclusively by such shares. See Determining Offering Price and Net Asset Value.
Class A Shares
Purchases of $50,000 or more of Class A Shares at the offering price
carry reduced front-end sales charges as shown in the table in the Fund Classes'
Prospectus, and may include a series of purchases over a 13-month period under a
Letter of Intention signed by the purchaser. See Special Purchase Features -
Class A Shares, below for more information on ways in which investors can avail
themselves of reduced front-end sales charges and other purchase features.
From time to time, upon written notice to all of its dealers, the
Distributor may hold special promotions for specified periods during which the
Distributor may reallow to dealers up to the full amount of the front-end sales.
In addition, certain dealers who enter into an agreement to provide extra
training and information on Delaware Investments products and services and who
increase sales of Delaware Investments funds may receive an additional
commission of up to 0.15% of the offering price in connection with sales of
Class A Shares. Such dealers must meet certain requirements in terms of
organization and distribution capabilities and their ability to increase sales.
The Distributor should be contacted for further information on these
requirements as well as the basis and circumstances upon which the additional
commission will be paid. Participating dealers may be deemed to have additional
responsibilities under the securities laws. Dealers who receive 90% or more of
the sales charge may be deemed to be underwriters under the 1933 Act.
Dealer's Commission
As described in the Prospectus, for initial purchases of Class A Shares
of $1,000,000 or more, a dealer's commission may be paid by the Distributor to
financial advisers through whom such purchases are effected.
For accounts with assets over $1 million, the dealer commission resets
annually to the highest incremental commission rate on the anniversary of the
first purchase. In determining a financial adviser's eligibility for the
dealer's commission, purchases of Class A Shares of other Delaware Investments
funds as to which a Limited CDSC applies (see Contingent Deferred Sales Charge
for Certain Redemptions of Class A Shares Purchased at Net Asset Value under
Redemption and Exchange) may be aggregated with those of the Class A Shares of
the Portfolio. Financial advisers also may be eligible for a dealer's commission
in connection with certain purchases made under a Letter of Intention or
pursuant to an investor's Right of Accumulation. Financial advisers should
contact the Distributor concerning the applicability and calculation of the
dealer's commission in the case of combined purchases.
53
<PAGE>
An exchange from other Delaware Investments funds will not qualify for
payment of the dealer's commission, unless a dealer's commission or similar
payment has not been previously paid on the assets being exchanged. The schedule
and program for payment of the dealer's commission are subject to change or
termination at any time by the Distributor at its discretion.
Contingent Deferred Sales Charge - Class B Shares and Class C Shares
Class B Shares and Class C Shares are purchased without a front-end
sales charge. Class B Shares redeemed within six years of purchase may be
subject to a CDSC at the rates set forth above, and Class C Shares redeemed
within 12 months of purchase may be subject to a CDSC of 1%. CDSCs are charged
as a percentage of the dollar amount subject to the CDSC. The charge will be
assessed on an amount equal to the lesser of the net asset value at the time of
purchase of the shares being redeemed or the net asset value of those shares at
the time of redemption. No CDSC will be imposed on increases in net asset value
above the initial purchase price, nor will a CDSC be assessed on redemptions of
shares acquired through reinvestment of dividends or capital gains
distributions. For purposes of this formula, the "net asset value at the time of
purchase" will be the net asset value at purchase of Class B Shares or Class C
Shares of the Portfolio, even if those shares are later exchanged for shares of
another Delaware Investments fund. In the event of an exchange of the shares,
the "net asset value of such shares at the time of redemption" will be the net
asset value of the shares that were acquired in the exchange. See Waiver of
Contingent Deferred Sales Charge--Class B Shares and Class C Shares under
Redemption and Exchange for the Portfolio Classes for a list of the instances in
which the CDSC is waived.
During the seventh year after purchase and, thereafter, until converted
automatically into Class A Shares, Class B Shares will still be subject to the
annual 12b-1 Plan expenses of up to 1% of average daily net assets of those
shares. At the end of approximately eight years after purchase, the investor's
Class B Shares will be automatically converted into Class A Shares of the same
Fund. See Automatic Conversion of Class B Shares under Classes of Shares in the
Fund Classes' Prospectus. Such conversion will constitute a tax-free exchange
for federal income tax purposes. See Taxes. Investors are reminded that the
Class A Shares into which Class B Shares will convert are subject to ongoing
annual 12b-1 Plan expenses of up to a maximum of 0.30% of average daily net
assets of such shares.
In determining whether a CDSC applies to a redemption of Class B
Shares, it will be assumed that shares held for more than six years are redeemed
first, followed by shares acquired through the reinvestment of dividends or
distributions, and finally by shares held longest during the six-year period.
With respect to Class C Shares, it will be assumed that shares held for more
than 12 months are redeemed first followed by shares acquired through the
reinvestment of dividends or distributions, and finally by shares held for 12
months or less.
All investments made during a calendar month, regardless of what day of
the month the investment occurred, will age one month on the last day of that
month and each subsequent month.
Deferred Sales Charge Alternative - Class B Shares
Class B Shares may be purchased at net asset value without a front-end
sales charge and, as a result, the full amount of the investor's purchase
payment will be invested in Fund shares. The Distributor currently compensates
dealers or brokers for selling Class B Shares at the time of purchase from its
own assets in an amount equal to no more than 5% of the dollar amount purchased.
In addition, from time to time, upon written notice to all of its dealers, the
Distributor may hold special promotions for specified periods during which the
Distributor may pay additional compensation to dealers or brokers for selling
Class B Shares at the time of purchase. As discussed below, however, Class B
Shares are subject to annual 12b-1 Plan expenses and, if redeemed within six
years of purchase, a CDSC.
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Proceeds from the CDSC and the annual 12b-1 Plan fees are paid to the
Distributor and others for providing distribution and related services, and
bearing related expenses, in connection with the sale of Class B Shares. These
payments support the compensation paid to dealers or brokers for selling Class B
Shares. Payments to the Distributor and others under the Class B 12b-1 Plan may
be in an amount equal to no more than 1% annually. The combination of the CDSC
and the proceeds of the 12b-1 Plan fees makes it possible for the Portfolio to
sell Class B Shares without deducting a front-end sales charge at the time of
purchase.
Holders of Class B Shares who exercise the exchange privilege described
below will continue to be subject to the CDSC schedule for Class B Shares
described in this Part B, even after the exchange. Such CDSC schedule may be
higher than the CDSC schedule for Class B Shares acquired as a result of the
exchange. See Redemption and Exchange.
Automatic Conversion of Class B Shares
Class B Shares, other than shares acquired through reinvestment of
dividends, held for eight years after purchase are eligible for automatic
conversion into Class A Shares. Conversions of Class B Shares into Class A
Shares will occur only four times in any calendar year, on the last business day
of the second full week of March, June, September and December (each, a
"Conversion Date"). If the eighth anniversary after a purchase of Class B Shares
falls on a Conversion Date, an investor's Class B Shares will be converted on
that date. If the eighth anniversary occurs between Conversion Dates, an
investor's Class B Shares will be converted on the next Conversion Date after
such anniversary. Consequently, if a shareholder's eighth anniversary falls on
the day after a Conversion Date, that shareholder will have to hold Class B
Shares for as long as three additional months after the eighth anniversary of
purchase before the shares will automatically convert into Class A Shares.
Class B Shares of the Portfolio acquired through a reinvestment of
dividends will convert to the corresponding Class A Shares of that fund (or, in
the case of Delaware Group Cash Reserve, Inc., the Delaware Cash Reserve
Consultant Class) pro-rata with Class B Shares of that fund not acquired through
dividend reinvestment.
All such automatic conversions of Class B Shares will constitute
tax-free exchanges for federal income tax purposes. See Taxes.
Level Sales Charge Alternative - Class C Shares
Class C Shares may be purchased at net asset value without a front-end
sales charge and, as a result, the full amount of the investor's purchase
payment will be invested in Fund shares. The Distributor currently compensates
dealers or brokers for selling Class C Shares at the time of purchase from its
own assets in an amount equal to no more than 1% of the dollar amount purchased.
As discussed below, Class C Shares are subject to annual 12b-1 Plan expenses
and, if redeemed within 12 months of purchase, a CDSC.
Proceeds from the CDSC and the annual 12b-1 Plan fees are paid to the
Distributor and others for providing distribution and related services, and
bearing related expenses, in connection with the sale of Class C Shares. These
payments support the compensation paid to dealers or brokers for selling Class C
Shares. Payments to the Distributor and others under the Class C 12b-1 Plan may
be in an amount equal to no more than 1% annually.
Holders of Class C Shares who exercise the exchange privilege described
below will continue to be subject to the CDSC schedule for Class C Shares as
described in this Part B. See Redemption and Exchange.
55
<PAGE>
Plans Under Rule 12b-1
Pursuant to Rule 12b-1 under the 1940 Act, Pooled Trust, Inc. has
adopted a separate plan for each of Class A Shares, the Class B Shares and the
Class C Shares of The Real Estate Investment Trust Portfolio (the "Plans"). Each
Plan permits the relevant Portfolio to pay for certain distribution, promotional
and related expenses involved in the marketing of only the Class to which the
Plan applies.
The Plans permit the Portfolio, pursuant to the Distribution Agreement,
to pay out of the assets of Class A Shares, Class B Shares and Class C Shares
monthly fees to the Distributor for its services and expenses in distributing
and promoting sales of shares of such classes. These expenses include, among
other things, preparing and distributing advertisements, sales literature and
prospectuses and reports used for sales purposes, compensating sales and
marketing personnel, and paying distribution and maintenance fees to securities
brokers and dealers who enter into agreements with the Distributor. The Plan
expenses relating to Class B Shares and Class C Shares are also used to pay the
Distributor for advancing the commission costs to dealers with respect to the
initial sale of such shares.
In addition, the Portfolio may make payments out of the assets of Class
A Shares, Class B Shares and Class C Shares directly to other unaffiliated
parties, such as banks, who either aid in the distribution of shares of, or
provide services to, such classes.
The maximum aggregate fee payable by the Portfolio under the Plans, and
the Portfolio's Distribution Agreement, is on an annual basis up to 0.30% of
Class A Shares' average daily net assets for the year of Class A Shares, and up
to 1% (0.25% of which are service fees to be paid to the Distributor, dealers
and others for providing personal service and/or maintaining shareholder
accounts) of each of Class B Shares' and Class C Shares' average daily net
assets for the year. Pooled Trust, Inc.'s Board of Directors may reduce these
amounts at any time. Pursuant to Board action, the maximum aggregate fee payable
by Class A Shares is 0.25%.
All of the distribution expenses incurred by the Distributor and
others, such as broker/dealers, in excess of the amount paid on behalf of Class
A Shares, Class B Shares and Class C Shares would be borne by such persons
without any reimbursement from such Classes. Subject to seeking best price and
execution, the Classes may, from time to time, buy or sell portfolio securities
from or to firms which receive payments under the Plans.
From time to time, the Distributor may pay additional amounts from its
own resources to dealers for aid in distribution or for aid in providing
administrative services to shareholders.
The Plans and the Distribution Agreement, as amended, have been
approved by the Board of Directors of Pooled Trust, Inc., including a majority
of the directors who are not "interested persons" (as defined in the 1940 Act)
of Pooled Trust, Inc. and who have no direct or indirect financial interest in
the Plans by vote cast in person at a meeting duly called for the purpose of
voting on the Plans and such Agreement. Continuation of the Plans and the
Distribution Agreement, as amended, must be approved annually by the Board of
Directors in the same manner, as specified above.
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<PAGE>
Each year, the directors must determine whether continuation of the
Plans is in the best interest of shareholders of, respectively, the Class A
Shares, Class B Shares and Class C Shares and that there is a reasonable
likelihood of the Plan relating to a Class providing a benefit to that Class.
The Plans and the Distribution Agreement, as amended, may be terminated at any
time without penalty by a majority of those directors who are not "interested
persons" or by a majority vote of the outstanding voting securities of the
relevant Class. Any amendment materially increasing the maximum percentage
payable under the Plans must likewise be approved by a majority vote of the
outstanding voting securities of the relevant Class, as well as by a majority
vote of those directors who are not "interested persons." With respect to the
Class A Share Plan, any material increase in the maximum percentage payable
thereunder must also be approved by a majority of the outstanding voting
securities of the Class B Shares. Also, any other material amendment to the
Plans must be approved by a majority vote of the directors including a majority
of the noninterested directors of Pooled Trust, Inc. having no interest in the
Plans. In addition, in order for the Plans to remain effective, the selection
and nomination of directors who are not "interested persons" of Pooled Trust,
Inc. must be effected by the directors who themselves are not "interested
persons" and who have no direct or indirect financial interest in the Plans.
Persons authorized to make payments under the Plans must provide written reports
at least quarterly to the Board of Directors for their review.
57
<PAGE>
For the fiscal year ended October 31, 1998, payments from Class A
Shares, Class B Shares and Class C Shares of REIT Fund amounted to $18,831,
$71,406 and $40,555, respectively. Such amounts were used for the following
purposes:
<TABLE>
<CAPTION>
REIT Fund REIT Fund REIT Fund
A Class B Class C Class
--------- --------- ---------
<S> <C> <C> <C>
Advertising -- -- --
Annual/Semi-Annual Reports $55 -- --
Broker Trails $18,636 $17,012 $7,681
Broker Sales Charges -- $27,030 $22,397
Dealer Service Expenses -- -- --
Interest on Broker Sales Charges -- $22,954 $1,689
Commissions to Wholesalers -- $4,310 $8,788
Promotional-Broker Meetings -- $100 --
Promotional-Other $10 -- --
Prospectus Printing $130 -- --
Telephone -- -- --
Wholesaler Expenses -- -- --
Other -- -- --
</TABLE>
Other Payments to Dealers - Class A Shares, Class B Shares and Class C Shares
From time to time, at the discretion of the Distributor, all registered
broker/dealers whose aggregate sales of Fund Classes exceed certain limits as
set by the Distributor, may receive from the Distributor an additional payment
of up to 0.25% of the dollar amount of such sales. The Distributor may also
provide additional promotional incentives or payments to dealers that sell
shares of the Delaware Investments family of funds. In some instances, these
incentives or payments may be offered only to certain dealers who maintain, have
sold or may sell certain amounts of shares. The Distributor may also pay a
portion of the expense of preapproved dealer advertisements promoting the sale
of Delaware Investments fund shares.
Subject to pending amendments to the NASD's Conduct Rules, in
connection with the promotion of Delaware Investments fund shares, the
Distributor may, from time to time, pay to participate in dealer-sponsored
seminars and conferences, reimburse dealers for expenses incurred in connection
with preapproved seminars, conferences and advertising and may, from time to
time, pay or allow additional promotional incentives to dealers, which shall
include non-cash concessions, such as certain luxury merchandise or a trip to or
attendance at a business or investment seminar at a luxury resort, as part of
preapproved sales contests. Payment of non-cash compensation to dealers is
currently under review by the NASD and the Securities and Exchange Commission.
It is likely that the NASD's Conduct Rules will be amended such that the ability
of the Distributor to pay non-cash compensation as described above will be
restricted in some fashion. The Distributor intends to comply with the NASD's
Conduct Rules as they may be amended.
Special Purchase Features - Class A Shares
Buying Class A Shares at Net Asset Value
Class A Shares of the Fund may be purchased at net asset value under
the Delaware Investments Dividend Reinvestment Plan and, under certain
circumstances, the Exchange Privilege and the 12-Month Reinvestment Privilege.
Purchases of Class A Shares may be made at net asset value by current
and former officers, directors and employees (and members of their families) of
the Manager, any affiliate, any of the funds in the Delaware Investments family,
certain of their agents and registered representatives and employees of
authorized investment dealers and by employee benefit plans for such entities.
Individual purchases, including those in retirement accounts, must be for
accounts in the name of the individual or a qualifying family member. Class A
Shares may also be purchased at net asset value by current and former officers,
directors and employees (and members of their families) of the Dougherty
Financial Group LLC.
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<PAGE>
Purchases of Class A Shares may also be made by clients of registered
representatives of an authorized investment dealer at net asset value within 12
months after the registered representative changes employment, if the purchase
is funded by proceeds from an investment where a front-end sales charge,
contingent deferred sales charge or other sales charge has been assessed.
Purchases of Class A Shares may also be made at net asset value by bank
employees who provide services in connection with agreements between the bank
and unaffiliated brokers or dealers concerning sales of shares of funds in the
Delaware Investments family. Officers, directors and key employees of
institutional clients of the Manager or any of its affiliates may purchase Class
A Shares at net asset value. Moreover, purchases may be effected at net asset
value for the benefit of the clients of brokers, dealers and registered
investment advisers affiliated with a broker or dealer, if such broker, dealer
or investment adviser has entered into an agreement with the Distributor
providing specifically for the purchase of Class A Shares in connection with
special investment products, such as wrap accounts or similar fee based
programs. Investors may be charged a fee when effecting transactions in Class A
Shares through a broker or agent that offers these special investment products.
Purchases of Class A Shares at net asset value may also be made by the
following: financial institutions investing for the account of their trust
customers if they are not eligible to purchase shares of the Institutional Class
of the Portfolio; any group retirement plan (excluding defined benefit pension
plans), or such plans of the same employer, for which plan participant records
are maintained on the Retirement Financial Services, Inc. (formerly known as
Delaware Investment & Retirement Services, Inc.) proprietary record keeping
system that (i) has in excess of $500,000 of plan assets invested in Class A
Shares of funds in the Delaware Investments family and any stable value account
available to investment advisory clients of the Manager or its affiliates; or
(ii) is sponsored by an employer that has at any point after May 1, 1997 had
more than 100 employees while such plan has held Class A Shares of the Portfolio
in the Delaware Investments family and such employer has properly represented
to, and received written confirmation back from, Retirement Financial Services,
Inc. in writing that it has the requisite number of employees. See Group
Investment Plans for information regarding the applicability of the Limited
CDSC.
Purchases of Class A Shares at net asset value may also be made by bank
sponsored retirement plans that are no longer eligible to purchase Institutional
Class Shares or purchase interests in a collective trust as a result of a change
in distribution arrangements.
Investors in Delaware Investments Unit Investment Trusts may reinvest
monthly dividend checks and/or repayment of invested capital into Class A Shares
of any of the funds in the Delaware Investments family at net asset value.
Investments in Class A Shares made by plan level and/or participant
retirement accounts that are for the purpose of repaying a loan taken from such
accounts will be made at net asset value. Loan repayments made to the Portfolio
account in connection with loans originated from accounts previously maintained
by another investment firm will also be invested at net asset value.
Pooled Trust, Inc. must be notified in advance that the trade qualifies
for purchase at net asset value.
Allied Plans
Class A Shares are available for purchase by participants in certain
401(k) Defined Contribution Plans ("Allied Plans") which are made available
under a joint venture agreement between the Distributor and another institution
through which mutual funds are marketed and which allow investments in Class A
Shares of designated Delaware Investments funds ("eligible Delaware Investments
fund shares"), as well as shares of designated classes of non-Delaware
Investments funds ("eligible non-Delaware Investments fund shares"). Class B
Shares and Class C Shares are not eligible for purchase by Allied Plans.
59
<PAGE>
With respect to purchases made in connection with an Allied Plan, the
value of eligible Delaware Investments and eligible non-Delaware Investments
fund shares held by the Allied Plan may be combined with the dollar amount of
new purchases by that Allied Plan to obtain a reduced front-end sales charge on
additional purchases of eligible Delaware Investments fund shares. See Combined
Purchases Privilege, below.
Participants in Allied Plans may exchange all or part of their eligible
Delaware Investments fund shares for other eligible Delaware Investments fund
shares or for eligible non-Delaware Investments fund shares at net asset value
without payment of a front-end sales charge. However, exchanges of eligible fund
shares, both Delaware Investments and non-Delaware Investments, which were not
subject to a front end sales charge, will be subject to the applicable sales
charge if exchanged for eligible Delaware Investments fund shares to which a
sales charge applies. No sales charge will apply if the eligible fund shares
were previously acquired through the exchange of eligible shares on which a
sales charge was already paid or through the reinvestment of dividends.
See Investing by Exchange.
A dealer's commission may be payable on purchases of eligible Delaware
Investments fund shares under an Allied Plan. In determining a financial
adviser's eligibility for a dealer's commission on net asset value purchases of
eligible Delaware Investments fund shares in connection with Allied Plans, all
participant holdings in the Allied Plan will be aggregated. See Class A Shares,
above.
The Limited CDSC is applicable to redemptions of net asset value
purchases from an Allied Plan on which a dealer's commission has been paid.
Waivers of the Limited CDSC, as described under Waiver of Limited Contingent
Deferred Sales Charge - Class A Shares under Redemption and Exchange, apply to
redemptions by participants in Allied Plans except in the case of exchanges
between eligible Delaware Investments and non-Delaware Investments fund shares.
When eligible Delaware Investments fund shares are exchanged into eligible
non-Delaware Investments fund shares, the Limited CDSC will be imposed at the
time of the exchange, unless the joint venture agreement specifies that the
amount of the Limited CDSC will be paid by the financial adviser or selling
dealer. See Contingent Deferred Sales Charge for Certain Redemptions of Class A
Shares Purchased at Net Asset Value under Redemption and Exchange.
Letter of Intention
The reduced front-end sales charges described above with respect to
Class A Shares are also applicable to the aggregate amount of purchases made
within a 13-month period pursuant to a written Letter of Intention provided by
the Distributor and signed by the purchaser, and not legally binding on the
signer or Pooled Trust, Inc. which provides for the holding in escrow by the
Transfer Agent, of 5% of the total amount of Class A Shares intended to be
purchased until such purchase is completed within the 13-month period. A Letter
of Intention may be dated to include shares purchased up to 90 days prior to the
date the Letter is signed. The 13-month period begins on the date of the
earliest purchase. If the intended investment is not completed, except as noted
below, the purchaser will be asked to pay an amount equal to the difference
between the front-end sales charge on Class A Shares purchased at the reduced
rate and the front-end sales charge otherwise applicable to the total shares
purchased. If such payment is not made within 20 days following the expiration
of the 13-month period, the Transfer Agent will surrender an appropriate number
of the escrowed shares for redemption in order to realize the difference. Such
purchasers may include the value (at offering price at the level designated in
their Letter of Intention) of all their shares of the Portfolio and of any class
of any of the other mutual funds in Delaware Investments (except shares of any
Delaware Investments fund which do not carry a front-end sales charge, CDSC or
Limited CDSC other than shares of Delaware Group Premium Fund, Inc. beneficially
owned in connection with the ownership of variable insurance products, unless
they were acquired through an exchange from a Delaware Investments fund which
carried a front-end sales charge, CDSC or Limited CDSC) previously purchased and
still held as of the date of their Letter of Intention toward the completion of
such Letter.
60
<PAGE>
Employers offering a Delaware Investments retirement plan may also
complete a Letter of Intention to obtain a reduced front-end sales charge on
investments of Class A Shares made by the plan. The aggregate investment level
of the Letter of Intention will be determined and accepted by the Transfer Agent
at the point of plan establishment. The level and any reduction in front-end
sales charge will be based on actual plan participation and the projected
investments in Delaware Investments funds that are offered with a front-end
sales charge, CDSC or Limited CDSC for a 13-month period. The Transfer Agent
reserves the right to adjust the signed Letter of Intention based on this
acceptance criteria. The 13-month period will begin on the date this Letter of
Intention is accepted by the Transfer Agent. If actual investments exceed the
anticipated level and equal an amount that would qualify the plan for further
discounts, any front-end sales charges will be automatically adjusted. In the
event this Letter of Intention is not fulfilled within the 13-month period, the
plan level will be adjusted (without completing another Letter of Intention) and
the employer will be billed for the difference in front-end sales charges due,
based on the plan's assets under management at that time. Employers may also
include the value (at offering price at the level designated in their Letter of
Intention) of all their shares intended for purchase that are offered with a
front-end sales charge, CDSC or Limited CDSC of any class. Class B Shares and
Class C Shares of the Portfolio and other Delaware Investments funds which offer
corresponding classes of shares may also be aggregated for this purpose.
61
<PAGE>
Combined Purchases Privilege
In determining the availability of the reduced front-end sales charge
previously set forth with respect to Class A Shares, purchasers may combine the
total amount of any combination of Class A Shares, Class B Shares and/or Class C
Shares of the Portfolio, as well as shares of any other class of any of the
other Delaware Investments funds (except shares of any Delaware Investments fund
which do not carry a front-end sales charge, CDSC or Limited CDSC, other than
shares of Delaware Group Premium Fund, Inc. beneficially owned in connection
with the ownership of variable insurance products, unless they were acquired
through an exchange from a Delaware Investments fund which carried a front-end
sales charge, CDSC or Limited CDSC). In addition, assets held by investment
advisory clients of the Manager or its affiliates in a stable value account may
be combined with other Delaware Investments fund holdings.
The privilege also extends to all purchases made at one time by an
individual; or an individual, his or her spouse and their children under 21; or
a trustee or other fiduciary of trust estates or fiduciary accounts for the
benefit of such family members (including certain employee benefit programs).
Right of Accumulation
In determining the availability of the reduced front-end sales charge
with respect to the Class A Shares, purchasers may also combine any subsequent
purchases of Class A Shares, Class B Shares and Class C Shares of the Portfolio,
as well as shares of any other class of any of the other Delaware Investments
funds which offer such classes (except shares of any Delaware Investments fund
which do not carry a front-end sales charge, CDSC or Limited CDSC, other than
shares of Delaware Group Premium Fund, Inc. beneficially owned in connection
with the ownership of variable insurance products, unless they were acquired
through an exchange from a Delaware Investments fund which carried a front-end
sales charge, CDSC or Limited CDSC). If, for example, any such purchaser has
previously purchased and still holds Class A Shares and/or shares of any other
of the classes described in the previous sentence with a value of $40,000 and
subsequently purchases $10,000 at offering price of additional shares of Class A
Shares, the charge applicable to the $10,000 purchase would currently be 4.75%.
For the purpose of this calculation, the shares presently held shall be valued
at the public offering price that would have been in effect were the shares
purchased simultaneously with the current purchase. Investors should refer to
the table of sales charges for Class A Shares to determine the applicability of
the Right of Accumulation to their particular circumstances.
62
<PAGE>
12-Month Reinvestment Privilege
Holders of Class A Shares of the Portfolio (and of Institutional
Classes holding shares which were acquired through an exchange from one of the
other mutual funds in Delaware Investments offered with a front-end sales
charge) who redeem such shares have one year from the date of redemption to
reinvest all or part of their redemption proceeds in Class A Shares of that
Portfolio or in Class A Shares of any of the other funds in the Delaware
Investments family, subject to applicable eligibility and minimum purchase
requirements, in states where shares of such other funds may be sold, at net
asset value without the payment of a front-end sales charge. This privilege does
not extend to Class A Shares where the redemption of the shares triggered the
payment of a Limited CDSC. Persons investing redemption proceeds from direct
investments in mutual funds in the Delaware Investments family offered without a
front-end sales charge will be required to pay the applicable sales charge when
purchasing Class A Shares. The reinvestment privilege does not extend to a
redemption of either Class B Shares or Class C Shares.
Any such reinvestment cannot exceed the redemption proceeds (plus any
amount necessary to purchase a full share). The reinvestment will be made at the
net asset value next determined after receipt of remittance. A redemption and
reinvestment could have income tax consequences. It is recommended that a tax
adviser be consulted with respect to such transactions. Any reinvestment
directed to the Portfolio in which the investor does not then have an account
will be treated like all other initial purchases of the Portfolio's shares.
Consequently, an investor should obtain and read carefully the prospectus for
the fund in which the investment is intended to be made before investing or
sending money. The prospectus contains more complete information about the fund,
including charges and expenses.
Investors should consult their financial advisers or the Transfer
Agent, which also serves as the Portfolio' shareholder servicing agent, about
the applicability of the Limited CDSC (see Contingent Deferred Sales Charge for
Certain Redemptions of Class A Shares Purchased at Net Asset Value under
Redemption and Exchange) in connection with the features described above.
Group Investment Plans
Group Investment Plans which are not eligible to purchase shares of the
Institutional Classes may also benefit from the reduced front-end sales charges
for investments in Class A Shares described in the Prospectus, based on total
plan assets. If a company has more than one plan investing in the Delaware
Investments family of funds, then the total amount invested in all plans would
be used in determining the applicable front-end sales charge reduction upon each
purchase, both initial and subsequent, upon notification to the Fund in which
the investment is being made at the time of each such purchase. Employees
participating in such Group Investment Plans may also combine the investments
made in their plan account when determining the applicable front-end sales
charge on purchases to non-retirement Delaware Investments investment accounts
if they so notify the Fund in which they are investing in connection with each
purchase. See Retirement Plans under Investments Plans for information about
retirement plans.
The Limited CDSC is applicable to any redemptions of net asset value
purchases made on behalf of any group retirement plan on which a dealer's
commission has been paid only if such redemption is made pursuant to a
withdrawal of the entire plan from a fund in the Delaware Investments family.
See Contingent Deferred Sales Charge for Certain Redemptions of Class A Shares
Purchased at Net Asset Value under Redemption and Exchange.
Institutional Class
The Institutional Class of the Portfolio is available for purchase only
by: (a) retirement plans introduced by persons not associated with brokers or
dealers that are primarily engaged in the retail securities business and
rollover individual retirement accounts from such plans; (b) tax-exempt employee
benefit plans of the Manager or its affiliates and securities dealer firms with
a selling agreement with the Distributor; (c) institutional advisory accounts of
the Manager or its affiliates and those having client relationships with
Delaware Investment Advisers, an affiliate of the Manager, or its other
affiliates and their corporate sponsors, as well as subsidiaries and related
employee benefit plans and rollover individual retirement accounts from such
institutional advisory accounts; (d) a bank, trust company and similar financial
institution investing for its own account or for the account of its trust
customers for whom such financial institution is exercising investment
discretion in purchasing shares of the Class, except where the investment is
part of a program that requires payment of the financial institution of a Rule
12b-1 Plan fee; and (e) registered investment advisers investing on behalf of
clients that consist solely of institutions and high net-worth individuals
having at least $1,000,000 entrusted to the adviser for investment purposes, but
only if the adviser is not affiliated or associated with a broker or dealer and
derives compensation for its services exclusively from its clients for such
advisory services.
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Shares of the Institutional Class are available for purchase at net
asset value, without the imposition of a front-end or contingent deferred sales
charge and are not subject to Rule 12b-1 expenses.
INVESTMENT PLANS
Reinvestment Plan/Open Account
Unless otherwise designated by shareholders in writing, dividends from
net investment income and distributions from realized securities profits, if
any, will be automatically reinvested in additional shares of the respective A,
B or C Class in which an investor has an account (based on the net asset value
in effect on the reinvestment date) and will be credited to the shareholder's
account on that date. All dividends and distributions of Institutional Class are
reinvested in the accounts of the holders of such shares (based on the net asset
value in effect on the reinvestment date). A confirmation of each dividend
payment from net investment income will be mailed to shareholders quarterly. A
confirmation of any distributions from realized securities profits will be
mailed to shareholders in the first quarter of the fiscal year.
Under the Reinvestment Plan/Open Account, shareholders may purchase and
add full and fractional shares to their plan accounts at any time either through
their investment dealers or by sending a check or money order to the specific
Fund and Class in which shares are being purchased. Such purchases, which must
meet the minimum subsequent purchase requirements set forth in the Prospectuses
and this Part B, are made for Class A Shares at the public offering price, and
for Class B Shares, Class C Shares and Institutional Class at the net asset
value, at the end of the day of receipt. A reinvestment plan may be terminated
at any time. This plan does not assure a profit nor protect against depreciation
in a declining market.
Reinvestment of Dividends in Other Delaware Investments Family of Funds
Subject to applicable eligibility and minimum initial purchase
requirements and the limitations set forth below, holders of Class A Shares,
Class B Shares and Class C Shares may automatically reinvest dividends and/or
distributions in any of the mutual funds in the Delaware Investments, including
the Portfolio, in states where their shares may be sold. Such investments will
be at net asset value at the close of business on the reinvestment date without
any front-end sales charge or service fee. The shareholder must notify the
Transfer Agent in writing and must have established an account in the fund into
which the dividends and/or distributions are to be invested. Any reinvestment
directed to the Portfolio in which the investor does not then have an account
will be treated like all other initial purchases of the Portfolio's shares.
Consequently, an investor should obtain and read carefully the prospectus for
the fund in which the investment is intended to be made before investing or
sending money. The prospectus contains more complete information about the fund,
including charges and expenses.
Subject to the following limitations, dividends and/or distributions
from other funds in Delaware Investments may be invested in shares of the
Portfolio, provided an account has been established. Dividends from Class A
Shares may not be directed to Class B Shares or Class C Shares. Dividends from
Class B Shares may only be directed to other Class B Shares and dividends from
Class C Shares may only be directed to other Class C Shares.
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Capital gains and/or dividend distributions for participants in the
following retirement plans are automatically reinvested into the same Delaware
Investments fund in which their investments are held: SAR/SEP, SEP/IRA, SIMPLE
IRA, SIMPLE 401(k), Profit Sharing and Money Purchase Pension Plans, 401(k)
Defined Contribution Plans, or 403(b)(7) or 457 Deferred Compensation Plans.
Investing by Exchange
If you have an investment in another mutual fund in the Delaware
Investments family, you may write and authorize an exchange of part or all of
your investment into shares of the Portfolio. If you wish to open an account by
exchange, call the Shareholder Service Center for more information. All
exchanges are subject to the eligibility and minimum purchase requirements set
forth in the Portfolio's prospectus. See Redemption and Exchange for more
complete information concerning your exchange privileges.
Holders of Class A Shares of the Portfolio may exchange all or part of
their shares for certain of the shares of other funds in the Delaware
Investments family, including other Class A Shares, but may not exchange their
Class A Shares for Class B Shares or Class C Shares of the Portfolio or of any
other fund in the Delaware Investments family. Holders of Class B Shares of the
Portfolio are permitted to exchange all or part of their Class B Shares only
into Class B Shares of other Delaware Investments funds. Similarly, holders of
Class C Shares of the Portfolio are permitted to exchange all or part of their
Class C Shares only into Class C Shares of other Delaware Investments funds.
Class B Shares of the Portfolio and Class C Shares of the Portfolio acquired by
exchange will continue to carry the CDSC and, in the case of Class B Shares, the
automatic conversion schedule of the fund from which the exchange is made. The
holding period of Class B Shares of the Portfolio acquired by exchange will be
added to that of the shares that were exchanged for purposes of determining the
time of the automatic conversion into Class A Shares of the Portfolio.
Permissible exchanges into Class A Shares of the Portfolio will be made
without a front-end sales charge, except for exchanges of shares that were not
previously subject to a front-end sales charge (unless such shares were acquired
through the reinvestment of dividends). Permissible exchanges into Class B
Shares or Class C Shares of the Portfolio will be made without the imposition of
a CDSC by the fund from which the exchange is being made at the time of the
exchange.
Investing by Electronic Fund Transfer
Direct Deposit Purchase Plan--Investors may arrange for the Portfolio
to accept for investment in Class A Shares, Class B Shares or Class C Shares,
through an agent bank, preauthorized government or private recurring payments.
This method of investment assures the timely credit to the shareholder's account
of payments such as social security, veterans' pension or compensation benefits,
federal salaries, Railroad Retirement benefits, private payroll checks,
dividends, and disability or pension fund benefits. It also eliminates lost,
stolen and delayed checks.
Automatic Investing Plan--Shareholders of Class A Shares, Class B
Shares and Class C Shares may make automatic investments by authorizing, in
advance, monthly payments directly from their checking account for deposit into
their Fund account. This type of investment will be handled in either of the
following ways. (1) If the shareholder's bank is a member of the National
Automated Clearing House Association ("NACHA"), the amount of the investment
will be electronically deducted from his or her account by Electronic Fund
Transfer ("EFT"). The shareholder's checking account will reflect a debit each
month at a specified date although no check is required to initiate the
transaction. (2) If the shareholder's bank is not a member of NACHA, deductions
will be made by preauthorized checks, known as Depository Transfer Checks.
Should the shareholder's bank become a member of NACHA in the future, his or her
investments would be handled electronically through EFT.
This option is not available to participants in the following plans:
SAR/SEP, SEP/IRA, SIMPLE IRA, SIMPLE 401(k), Profit Sharing and Money Purchase
Pension Plans, 401(k) Defined Contribution Plans, or 403(b)(7) or 457 Deferred
Compensation Plans.
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* * *
Initial investments under the Direct Deposit Purchase Plan and the
Automatic Investing Plan must be for $250 or more and subsequent investments
under such plans must be for $25 or more. An investor wishing to take advantage
of either service must complete an authorization form. Either service can be
discontinued by the shareholder at any time without penalty by giving written
notice.
Payments to the Portfolio from the federal government or its agencies
on behalf of a shareholder may be credited to the shareholder's account after
such payments should have been terminated by reason of death or otherwise. Any
such payments are subject to reclamation by the federal government or its
agencies. Similarly, under certain circumstances, investments from private
sources may be subject to reclamation by the transmitting bank. In the event of
a reclamation, the Portfolio may liquidate sufficient shares from a
shareholder's account to reimburse the government or the private source. In the
event there are insufficient shares in the shareholder's account, the
shareholder is expected to reimburse the Fund.
Direct Deposit Purchases by Mail
Shareholders may authorize a third party, such as a bank or employer,
to make investments directly to their Portfolio accounts. Either Portfolio will
accept these investments, such as bank-by-phone, annuity payments and payroll
allotments, by mail directly from the third party. Investors should contact
their employers or financial institutions who in turn should contact Pooled
Trust, Inc. for proper instructions.
MoneyLine (SM) On Demand
You or your investment dealer may request purchases of Fund shares by
phone using MoneyLine (SM) On Demand. When you authorize the Portfolio to accept
such requests from you or your investment dealer, funds will be withdrawn from
(for share purchases) your predesignated bank account. Your request will be
processed the same day if you call prior to 4 p.m., Eastern time. There is a $25
minimum and $50,000 maximum limit for MoneyLine (SM) On Demand transactions.
It may take up to four business days for the transactions to be
completed. You can initiate this service by completing an Account Services form.
If your name and address are not identical to the name and address on your Fund
account, you must have your signature guaranteed. The Portfolios do not charge a
fee for this service; however, your bank may charge a fee.
Wealth Builder Option
Shareholders can use the Wealth Builder Option to invest in the Class A
Shares, Class B Shares and C Shares through regular liquidations of shares in
their accounts in other mutual funds in the Delaware Investments family.
Shareholders of the Class A, B and C Shares may elect to invest in one or more
of the other mutual funds in Delaware Investments family through the Wealth
Builder Option. If in connection with the election of the Wealth Builder Option,
you wish to open a new account to receive the automatic investment, such new
account must meet the minimum initial purchase requirements described in the
prospectus of the fund that you select. All investments under this option are
exchanges and are therefore subject to the same conditions and limitations as
other exchanges noted above.
Under this automatic exchange program, shareholders can authorize
regular monthly investments (minimum of $100 per fund) to be liquidated from
their account and invested automatically into other mutual funds in the Delaware
Investments family, subject to the conditions and limitations set forth in the
Class A, B and C Shares Prospectus. The investment will be made on the 20th day
of each month (or, if the fund selected is not open that day, the next business
day) at the public offering price or net asset value, as applicable, of the fund
selected on the date of investment. No investment will be made for any month if
the value of the shareholder's account is less than the amount specified for
investment.
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Periodic investment through the Wealth Builder Option does not insure
profits or protect against losses in a declining market. The price of the fund
into which investments are made could fluctuate. Since this program involves
continuous investment regardless of such fluctuating value, investors selecting
this option should consider their financial ability to continue to participate
in the program through periods of low fund share prices. This program involves
automatic exchanges between two or more fund accounts and is treated as a
purchase of shares of the fund into which investments are made through the
program. See Redemption and Exchange for a brief summary of the tax consequences
of exchanges. Shareholders can terminate their participation in Wealth Builder
at any time by giving written notice to the fund from which exchanges are made.
This option is not available to participants in the following plans:
SAR/SEP, SEP/IRA, SIMPLE IRA, SIMPLE 401(k), Profit Sharing and Money Purchase
Pension Plans, 401(k) Defined Contribution Plans, or 403(b)(7) or 457 Deferred
Compensation Plans. This option also is not available to shareholders of the
Institutional Classes.
Asset Planner
To invest in Delaware Investments funds using the Asset Planner asset
allocation service, you should complete an Asset Planner Account Registration
Form, which is available only from a financial adviser or investment dealer.
Effective September 1, 1997, the Asset Planner Service is only available to
financial advisers or investment dealers who have previously used this service.
The Asset Planner service offers a choice of four predesigned asset allocation
strategies (each with a different risk/reward profile) in predetermined
percentages in Delaware Investments funds. With the help of a financial adviser,
you may also design a customized asset allocation strategy.
The sales charge on an investment through the Asset Planner service is
determined by the individual sales charges of the underlying funds and their
percentage allocation in the selected Strategy. Exchanges from existing Delaware
Investments accounts into the Asset Planner service may be made at net asset
value under the circumstances described under Investing by Exchange. Also see
Buying Class A Shares at Net Asset Value. The minimum initial investment per
Strategy is $2,000; subsequent investments must be at least $100. Individual
fund minimums do not apply to investments made using the Asset Planner service.
Class A, Class B and Class C Shares are available through the Asset Planner
service. Generally, only shares within the same class may be used within the
same Strategy. However, Class A Shares of the Portfolio and of other funds in
the Delaware Investments family may be used in the same Strategy with consultant
class shares that are offered by certain other Delaware Investments funds.
An annual maintenance fee, currently $35 per Strategy, is due at the
time of initial investment and by September 30 of each subsequent year. The fee,
payable to Delaware Service Company, Inc. to defray extra costs associated with
administering the Asset Planner service, will be deducted automatically from one
of the funds within your Asset Planner account if not paid by September 30.
However, effective November 1, 1996, the annual maintenance fee is waived until
further notice. Investors who utilize the Asset Planner for an IRA will continue
to pay an annual IRA fee of $15 per Social Security number. Investors will
receive a customized quarterly Strategy Report summarizing all Asset Planner
investment performance and account activity during the prior period.
Confirmation statements will be sent following all transactions other than those
involving a reinvestment of distributions.
Certain shareholder services are not available to investors using the
Asset Planner service, due to its special design. These include Delaphone,
Checkwriting, Wealth Builder Option and Letter of Intention. Systematic
Withdrawal Plans are available after the account has been open for two years.
See Institutional Class, above, for additional information on any of the plans
and Delaware's retirement services, call the Shareholder Service Center.
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Retirement Plans
An investment in the REIT Fund may be suitable for tax-deferred
retirement plans. Delaware Investments offers a full spectrum of retirement
plans, including the 401(k) Defined Contribution Plan, Individual Retirement
Account ("IRA") and the new Roth IRA and Education IRA.
Among the retirement plans that Delaware Investments offers, Class B
Shares are available only by Individual Retirement Accounts, SIMPLE IRAs, Roth
IRAs, Education IRAs, Simplified Employee Pension Plans, Salary Reduction
Simplified Employee Pension Plans, and 403(b)(7) and 457 Deferred Compensation
Plans. The CDSC may be waived on certain redemptions of Class B Shares and Class
C Shares. See Waiver of Contingent Deferred Sales Charge - Class B Shares and
Class C Shares under Redemption and Exchange in the Prospectus for the Fund
Classes for a list of the instances in which the CDSC is waived.
Purchases of Class B Shares are subject to a maximum purchase
limitation of $250,000 for retirement plans. Purchases of Class C Shares must be
in an amount that is less than $1,000,000 for such plans. The maximum purchase
limitations apply only to the initial purchase of shares by the retirement plan.
Minimum investment limitations generally applicable to other investors
do not apply to retirement plans other than Individual Retirement Accounts, for
which there is a minimum initial purchase of $250 and a minimum subsequent
purchase of $25, regardless of which Class is selected. Retirement plans may be
subject to plan establishment fees, annual maintenance fees and/or other
administrative or trustee fees. Fees are based upon the number of participants
in the plan as well as the services selected. Additional information about fees
is included in retirement plan materials. Fees are quoted upon request. Annual
maintenance fees may be shared by Delaware Management Trust Company, the
Transfer Agent, other affiliates of the Manager and others that provide services
to such Plans.
Certain shareholder investment services available to non-retirement
plan shareholders may not be available to retirement plan shareholders. Certain
retirement plans may qualify to purchase shares of the Institutional Class
shares. See Institutional Class, above. For additional information on any of the
plans and Delaware's retirement services, call the Shareholder Service Center
telephone number.
It is advisable for an investor considering any one of the retirement
plans described below to consult with an attorney, accountant or a qualified
retirement plan consultant. For further details, including applications for any
of these plans, contact your investment dealer or the Distributor.
Taxable distributions from the retirement plans described below may be
subject to withholding.
Please contact your investment dealer or the Distributor for the
special application forms required for the Plans described below.
Prototype Profit Sharing or Money Purchase Pension Plans
Prototype Plans are available for self-employed individuals,
partnerships, corporations and other eligible forms of organizations. These
plans can be maintained as Section 401(k), profit sharing or money purchase
pension plans. Contributions may be invested only in Class A Shares and Class C
Shares.
Individual Retirement Account ("IRA")
A document is available for an individual who wants to establish an IRA
and make contributions which may be tax-deductible, even if the individual is
already participating in an employer-sponsored retirement plan. Even if
contributions are not deductible for tax purposes, as indicated below, earnings
will be tax-deferred. In addition, an individual may make contributions on
behalf of a spouse who has no compensation for the year; however, participation
may be restricted based on certain income limits.
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IRA Disclosures
The Taxpayer Relief Act of 1997 provides new opportunities for
investors. Individuals have five types of tax-favored IRA accounts that can be
utilized depending on the individual's circumstances. A new Roth IRA and
Education IRA are available in addition to the existing deductible IRA and
non-deductible IRA.
Deductible and Non-deductible IRAs
An individual can contribute up to $2,000 in his or her IRA each year.
Contributions may or may not be deductible depending upon the taxpayer's
adjusted gross income ("AGI") and whether the taxpayer is an active participant
in an employer sponsored retirement plan. Even if a taxpayer is an active
participant in an employer sponsored retirement plan, the full $2,000 is still
available if the taxpayer's AGI is below $30,000 ($50,000 for taxpayers filing
joint returns) for years beginning after December 31, 1997. A partial deduction
is allowed for married couples with income between $50,000 and $60,000, and for
single individuals with incomes between $30,000 and $40,000. These income
phase-out limits reach $80,000-$100,000 in 2007 for joint filers and
$50,000-$60,000 in 2005 for single filers. No deductions are available for
contributions to IRAs by taxpayers whose AGI after IRA deductions exceeds the
maximum income limit established for each year and who are active participants
in an employer sponsored retirement plan.
Taxpayers who are not allowed deductions on IRA contributions still can
make non-deductible IRA contributions of as much as $2,000 for each working
spouse and defer taxes on interest or other earnings from the IRAs.
Under the new law, a married individual is not considered an active
participant in an employer sponsored retirement plan merely because the
individual's spouse is an active participant if the couple's combined AGI is
below $150,000. The maximum deductible IRA contribution for a married individual
who is not an active participant, but whose spouse is, is phased out for
combined AGI between $150,000 and $160,000.
Conduit (Rollover) IRAs
Certain individuals who have received or are about to receive eligible
rollover distributions from an employer-sponsored retirement plan or another IRA
may rollover the distribution tax-free to a Conduit IRA. The rollover of the
eligible distribution must be completed by the 60th day after receipt of the
distribution; however, if the rollover is in the form of a direct
trustee-to-trustee transfer without going through the distributee's hand, the
60-day limit does not apply.
A distribution qualifies as an "eligible rollover distribution" if it
is made from a qualified retirement plan, a 403(b) plan or another IRA and does
not constitute one of the following:
(1) Substantially equal periodic payments over the employee's life or
life expectancy or the joint lives or life expectancies of the employee and
his/her designated beneficiary;
(2) Substantially equal installment payments for a period certain of 10
or more years;
(3) A distribution, all of which represents a required minimum
distribution after attaining age 70 1/2;
(4) A distribution due to a Qualified Domestic Relations Order to an
alternate payee who is not the spouse (or former spouse) of the employee; and
(5) A distribution of after-tax contributions which is not includable
in income.
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Roth IRAs
For taxable years beginning after December 31, 1997, non-deductible
contributions of up to $2,000 per year can be made to a new Roth IRA. As a
result of the Internal Revenue Service Restructuring and Reform Act of 1998 (the
"1998 Act"), the $2,000 annual limit will not be reduced by any contributions to
a deductible or nondeductible IRA for the same year. The maximum contribution
that can be made to a Roth IRA is phased out for single filers with AGI between
$95,000 and $110,000, and for couples filing jointly with AGI between $150,000
and $160,000. Qualified distributions from a Roth IRA would be exempt from
federal taxes. Qualified distributions are distributions (1) made after the
five-taxable year period beginning with the first taxable year for which a
contribution was made to a Roth IRA and (2) that are (a) made on or after the
date on which the individual attains age 59 1/2, (b) made to a beneficiary on or
after the death of the individual, (c) attributed to the individual being
disabled, or (d) for a qualified special purpose (e.g., first time homebuyer
expenses).
Distributions that are not qualified distributions would always be
tax-free if the taxpayer is withdrawing contributions, not accumulated earnings.
Taxpayers with AGI of $100,000 or less are eligible to convert an
existing IRA (deductible, nondeductible and conduit) to a Roth IRA. Earnings and
contributions from a deductible IRA are subject to a tax upon conversion;
however, no 10% excise tax for early withdrawal would apply. If the conversion
is done prior to January 1, 1999, then the income from the conversion can be
included in income ratably over a four-year period beginning with the year of
conversion.
Education IRAs
For taxable years beginning after December 31, 1997, an Education IRA
has been created exclusively for the purpose of paying qualified higher
education expenses. Taxpayers can make non-deductible contributions up to $500
per year per beneficiary. The $500 annual limit is in addition to the $2,000
annual contribution limit applicable to IRAs and Roth IRAs. Eligible
contributions must be in cash and made prior to the date the beneficiary reaches
age 18. Similar to the Roth IRA, earnings would accumulate tax-free. There is no
requirement that the contributor be related to the beneficiary, and there is no
limit on the number of beneficiaries for whom one contributor can establish
Education IRAs. In addition, multiple Education IRAs can be created for the same
beneficiaries, however, the contribution limit of all contributions for a single
beneficiary cannot exceed $500 annually.
This $500 annual contribution limit for Education IRAs is phased out
ratably for single contributors with modified AGI between $95,000 and $110,000,
and for couples filing jointly with modified AGI of between $150,000 and
$160,000. Individuals with modified AGI above the phase-out range are not
allowed to make contributions to an Education IRA established on behalf of any
other individual.
Distributions from an Education IRA are excludable from gross income to
the extent that the distribution does not exceed qualified higher education
expenses incurred by the beneficiary during the year the distribution is made
regardless of whether the beneficiary is enrolled at an eligible educational
institution on a full-time, half-time, or less than half-time basis.
Any balance remaining in an Education IRA at the time a beneficiary
becomes 30 years old must be distributed, and the earnings portion of such a
distribution will be includable in gross income of the beneficiary and subject
to an additional 10% penalty tax if the distribution is not for qualified higher
education expenses. Tax-free (and penalty-free) transfers and rollovers of
account balances from one Education IRA benefiting one beneficiary to another
Education IRA benefiting a different beneficiary (as well as redesignations of
the named beneficiary) is permitted, provided that the new beneficiary is a
member of the family of the old beneficiary and that the transfer or rollover is
made before the time the old beneficiary reaches age 30 and the new beneficiary
reaches age 18.
A company or association may establish a Group IRA or Group Roth IRA
for employees or members who want to purchase shares of the Fund.
Investments generally must be held in the IRA until age 59 1/2 in order
to avoid premature distribution penalties, but distributions generally must
commence no later than April 1 of the calendar year following the year in which
the participant reaches age 70 1/2. Individuals are entitled to revoke the
account, for any reason and without penalty, by mailing written notice of
revocation to Delaware Management Trust Company within seven days after the
receipt of the IRA Disclosure Statement or within seven days after the
establishment of the IRA, except, if the IRA is established more than seven days
after receipt of the IRA Disclosure Statement, the account may not be revoked.
Distributions from the account (except for the pro-rata portion of any
nondeductible contributions) are fully taxable as ordinary income in the year
received. Excess contributions removed after the tax filing deadline, plus
extensions, for the year in which the excess contributions were made are subject
to a 6% excise tax on the amount of excess. Premature distributions
(distributions made before age 59 1/2, except for death, disability and certain
other limited circumstances) will be subject to a 10% excise tax on the amount
prematurely distributed, in addition to the income tax resulting from the
distribution. For information concerning the applicability of a CDSC upon
redemption of Class B Shares and Class C Shares, see Contingent Deferred Sales
Charge - Class B Shares and Class C Shares.
Effective January 1, 1997, the 10% premature distribution penalty will
not apply to distributions from an IRA that are used to pay medical expenses in
excess of 7.5% of adjusted gross income or to pay health insurance premiums by
an individual who has received unemployment compensation for 12 consecutive
weeks. In addition, effective January 1, 1998, the new law allows for premature
distribution without a 10% penalty if (i) the amounts are used to pay qualified
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higher education expenses (including graduate level courses) of the taxpayer,
the taxpayer's spouse or any child or grandchild of the taxpayer or the
taxpayer's spouse, or (ii) used to pay acquisition costs of a principle
residence for the purchase of a first-time home by the taxpayer, taxpayer's
spouse or any child or grandchild of the taxpayer or the taxpayer's spouse. A
qualified first-time homebuyer is someone who has had no ownership interest in a
residence during the past two years. The aggregate amount of distribution for
first-time home purchases cannot exceed a lifetime cap of $10,000.
Simplified Employee Pension Plan ("SEP/IRA")
A SEP/IRA may be established by an employer who wishes to sponsor a
tax-sheltered retirement program by making contributions on behalf of all
eligible employees. Each of the Classes is available for investment by a
SEP/IRA.
Salary Reduction Simplified Employee Pension Plan ("SAR/SEP")
Although new SAR/SEP plans may not be established after December 31,
1996, existing plans may continue to be maintained by employers having 25 or
fewer employees. An employer may elect to make additional contributions to such
existing plans.
Prototype 401(k) Defined Contribution Plan
Section 401(k) of the Code permits employers to establish qualified
plans based on salary deferral contributions. Effective January 1, 1997,
non-governmental tax-exempt organizations may establish 401(k) plans. Plan
documents are available to enable employers to establish a plan. An employer may
also elect to make profit sharing contributions and/or matching contributions
with investments in only Class A Shares and Class C Shares or certain other
funds in the Delaware Investments family. Purchases under the Plan may be
combined for purposes of computing the reduced front-end sales charge applicable
to Class A Shares as set forth in the table the Prospectus for the Fund Classes.
Deferred Compensation Plan for Public Schools and Non-Profit Organizations
("403(b)(7)")
Section 403(b)(7) of the Code permits public school systems and certain
non-profit organizations to use mutual fund shares held in a custodial account
to fund deferred compensation arrangements for their employees. A custodial
account agreement is available for those employers who wish to purchase shares
of any of the Classes in conjunction with such an arrangement. Purchases under
the Plan may be combined for purposes of computing the reduced front-end sales
charge applicable to Class A Shares as set forth in the table the Prospectus for
the Fund Classes.
Deferred Compensation Plan for State and Local Government Employees ("457")
Section 457 of the Code permits state and local governments, their
agencies and certain other entities to establish a deferred compensation plan
for their employees who wish to participate. This enables employees to defer a
portion of their salaries and any federal (and possibly state) taxes thereon.
Such plans may invest in shares of the Fund. Although investors may use their
own plan, there is available a Delaware Investments 457 Deferred Compensation
Plan. Interested investors should contact the Distributor or their investment
dealers to obtain further information. Purchases under the Plan may be combined
for purposes of computing the reduced front-end sales charge applicable to Class
A Shares as set forth in the table in the Prospectus for the Fund Classes.
SIMPLE IRA
A SIMPLE IRA combines many of the features of an IRA and a 401(k) Plan
but is easier to administer than a typical 401(k) Plan. It requires employers to
make contributions on behalf of their employees and also has a salary deferral
feature that permits employees to defer a portion of their salary into the plan
on a pre-tax basis. A SIMPLE IRA is available only to plan sponsors with 100 or
fewer employees.
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SIMPLE 401(k)
A SIMPLE 401(k) is like a regular 401(k) except that it is available
only to plan sponsors 100 or fewer employees and, in exchange for mandatory plan
sponsor contributions, discrimination testing is no longer required. Class B
Shares are not available for purchase by such plans.
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DETERMINING OFFERING PRICE AND NET ASSET VALUE
The Real Estate Investment Trust Portfolio Class of The Real Estate
Investment Trust Portfolio and all other Portfolios
Orders for purchases of shares of a Portfolio are effected at the net
asset value of that Portfolio next calculated after receipt of the order by
Pooled Trust, Inc. and Federal Funds wire by the Portfolio's Custodian Bank,
plus in the case of The International Mid-Cap Sub Portfolio, The Emerging
Markets Portfolio and the Global Equity Portfolio, any applicable purchase
reimbursement fee equal to 0.60%, 0.75% and 0.40%, respectively, of the dollar
amount invested. In the case of The International Mid-Cap Sub Portfolio, in
certain circumstances, orders for the purchase of shares placed by or at the
direction of DIA Ltd. on behalf of its institutional separate account clients
will be effected at the net asset value of The International Mid-Cap Sub
Portfolio next calculated after receipt of the order and satisfactory assurances
regarding payment of the purchase price. The purchase price may be paid either
in cash upon settlement of a corresponding sale of client securities held
outside of the Portfolio through an in-kind transfer, through an alternative
method arranged through the client's custodian, or any other method reasonably
acceptable to Pooled Trust, Inc.
Net asset value is computed at the close of regular trading on the New
York Stock Exchange, generally 4 p.m., Eastern time, on days when the New York
Stock Exchange is open and an order to purchase or sell shares of a Portfolio
has been received or is on hand, having been received since the last previous
computation of net asset value. The New York Stock Exchange is scheduled to be
open Monday through Friday throughout the year except days when the following
holidays are observed: New Year's Day, Martin Luther King, Jr.'s Birthday,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving and Christmas. When the New York Stock Exchange is closed, Pooled
Trust, Inc. and Foundation Funds will generally be closed, pricing calculations
will not be made and purchase and redemption orders will not be processed.
Class A Shares, Class B Shares and C Shares and Institutional Class
Shares of The Real Estate Investment Trust Portfolio
Orders for purchases of Class A Shares are effected at the offering
price next calculated by the Fund in which shares are being purchased after
receipt of the order by Pooled Trust, Inc., its agent or certain other
authorized persons. See Distribution and Service under Investment Management
Agreements. Orders for purchases of Class B Shares, Class C Shares and the
Institutional Classes are effected at the net asset value per share next
calculated after receipt of the order by the Fund, its agent or certain other
authorized persons. Selling dealers are responsible for transmitting orders
promptly.
The offering price for Class A Shares consists of the net asset value
per share plus any applicable front-end sales charges. Offering price and net
asset value are computed as of the close of regular trading on the New York
Stock Exchange (ordinarily, 4 p.m., Eastern time) on days when the Exchange is
open. The New York Stock Exchange is scheduled to be open Monday through Friday
throughout the year except days when the following holidays are observed: New
Year's Day, Martin Luther King, Jr.'s Birthday, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas. When the
New York Stock Exchange is closed, Pooled Trust, Inc. will generally be closed,
pricing calculations will not be made and purchase and redemption orders will
not be processed.
An example showing how to calculate the net asset value per share and,
in the case of Class A Shares, the offering price per share, is included in the
financial statements for the Funds which are incorporated by reference into this
Part B.
Each Class will bear, pro-rata, all of the common expenses of the
Portfolio. The net asset values of all outstanding shares of each Class will be
computed on a pro-rata basis for each outstanding share based on the
proportionate participation in the Portfolio represented by the value of shares
of that Class. All income earned and expenses incurred by the Portfolio will be
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borne on a pro-rata basis by each outstanding share of a Class, based on each
Class' percentage in the Portfolio represented by the value of shares of such
Classes, except that the Class A, Class B and Class C Shares alone will bear the
12b-1 Plan expenses payable under their respective Plans. Due to the specific
distribution expenses and other costs that would be allocable to each Class, the
dividends paid to each Class of The Real Estate Investment Trust Portfolio may
vary. However, the net asset value per share of each Class is expected to be
equivalent.
* * *
The net asset value per share of each Portfolio is determined by
dividing the total market value of the Portfolio's investments and other assets,
less any liabilities, by the total outstanding shares of the Portfolio.
Securities listed on a U.S. securities exchange for which market quotations are
available are valued at the last quoted sale price on the day the valuation is
made. Price information on listed securities is taken from the exchange where
the security is primarily traded. Securities listed on a foreign exchange are
valued at the last quoted sale price available before the time when net assets
are valued. Unlisted securities and listed securities not traded on the
valuation date for which market quotations are readily available are valued at a
price that is considered to best represent fair value within a range not in
excess of the current ask prices nor less than the current bid prices. Domestic
over-the-counter equities, domestic equity securities that are not traded and
U.S. government securities (and those of its agencies and instrumentalities) are
priced at the mean of the bid and ask price.
Bonds and other fixed-income securities are valued according to the
broadest and most representative market, which will ordinarily be the
over-the-counter market. Net asset value includes interest on fixed-income
securities, which is accrued daily. In addition, bonds and other fixed-income
securities may be valued on the basis of prices provided by a pricing service
when such prices are believed to reflect the fair market value of such
securities. The prices provided by a pricing service are determined without
regard to bid or last sale prices but take into account institutional size
trading in similar groups of securities and any developments related to the
specific securities. Securities not priced in this manner are valued at the most
recent quoted mean price or, when stock exchange valuations are used, at the
latest quoted sale price on the day of valuation. If there is no such reported
sale, the latest quoted mean price will be used. Securities with remaining
maturities of 60 days or less are valued at amortized cost, if it approximates
market value. In the event that amortized cost does not approximate market
value, market prices as determined above will be used.
Exchange-traded options are valued at the last reported sales price or,
if no sales are reported, at the mean between the last reported bid and ask
prices. Non-exchange traded options are valued at fair value using a
mathematical model. Futures contracts are valued at their daily quoted
settlement price. The value of other assets and securities for which no
quotations are readily available (including restricted securities) are
determined in good faith at fair value using methods determined by the Board of
Directors or Trustees, as applicable.
The securities in which The International Equity Portfolio, The
International Mid-Cap Sub Portfolio, The Labor Select International Equity
Portfolio, The Global Fixed Income Portfolio, The International Fixed Income
Portfolio, The Emerging Markets Portfolio, The International Small-Cap Portfolio
and The Global Equity Portfolio (as well as The Real Estate Investment Trust
Portfolios, The High-Yield Bond Portfolio, The Diversified Core Fixed Income
Portfolio The Asset Allocation Portfolio, The Small-Cap Growth Equity Portfolio
and The Core Equity Portfolio, to the limited extent described in the
Prospectus) may invest from time to time may be listed primarily on foreign
exchanges which trade on days when the New York Stock Exchange is closed (such
as holidays or Saturday). As a result, the net asset value of those Portfolios
may be significantly affected by such trading on days when shareholders have no
access to the Portfolios.
For purposes of calculating net asset value per share, all assets and
liabilities initially expressed in foreign currencies will be converted into
U.S. dollars at the mean between the bid and ask prices of such currencies
against the U.S. dollar as provided by an independent pricing service or any
major bank, including the Custodian Banks. Forward foreign currency contracts
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are valued at the mean price of the contract. Interpolated values will be
derived when the settlement date of the contract is on an interim period for
which quotations are not available. Foreign securities and the prices of foreign
securities denominated in foreign currencies are translated into U.S. dollars at
the mean between the bid and offer quotations of such currencies based on rates
in effect as of the close of the London Stock Exchange.
REDEMPTION AND EXCHANGE
The following supplements the disclosure provided in the Prospectuses.
The Real Estate Investment Trust Portfolio Class of The Real Estate
Investment Trust Portfolio and all other Portfolios
Each Portfolio may suspend redemption privileges or postpone the date
of payment (i) during any period that the New York Stock Exchange is closed, or
trading on the New York Stock Exchange is restricted as determined by the
Commission, (ii) during any period when an emergency exists as defined by the
rules of the Commission as a result of which it is not reasonably practicable
for a Portfolio to dispose of securities owned by it, or fairly to determine the
value of its assets, and (iii) for such other periods as the Commission may
permit.
No charge is made by any Portfolio for redemptions, except that
shareholders that redeem shares of The International Mid-Cap Sub-Portfolio, The
Emerging Markets Portfolio and The Global Equity Portfolio are assessed by the
relevant Portfolio a redemption reimbursement fee of 0.50%, 0.75% and 0.30%,
respectively. Payment for shares redeemed or repurchased may be made either in
cash or in-kind, or partly in cash and partly in-kind. If a redemption of shares
is made in-kind, the redemption reimbursement fee that is otherwise applicable
will not be assessed. Any portfolio securities paid or distributed in-kind would
be valued as described in "DETERMINING OFFERING PRICE AND NET ASSET VALUE."
Subsequent sales by an investor receiving a distribution in-kind could result in
the payment of brokerage commissions. Payment for shares redeemed ordinarily
will be made within three business days, but in no case later than seven days,
after receipt of a redemption request in good order. See "REDEMPTION OF SHARES"
in the related Prospectus for special redemption procedures and requirements
that may be applicable to shareholders in The International Equity Portfolio,
The Labor Select International Equity Portfolio, The Global Fixed Income
Portfolio, The International Fixed Income Portfolio and The Global Equity
Portfolio. Under certain circumstances, eligible investors who have an existing
investment counseling relationship with Delaware Investment Advisers or Delaware
International will not be subject to Pooled Trust, Inc.'s in-kind redemption
requirements until such time as Pooled Trust, Inc. or Foundation Funds, as
applicable, receives appropriate regulatory approvals to permit such redemptions
for the account of such investors.
Pooled Trust, Inc. and Foundation Funds has elected to be governed by
Rule 18f-1 under the 1940 Act pursuant to which Pooled Trust, Inc. is obligated
to redeem shares solely in cash up to the lesser of $250,000 or 1% of the net
asset value of each Portfolio during any 90-day period for any one shareholder.
The value of a Portfolio's investments is subject to changing market
prices. Redemption proceeds may be more or less than the shareholder's cost
depending upon the market value of the Portfolio's securities. Thus, a
shareholder redeeming shares of a Portfolio may, if such shareholder is subject
to federal income tax, sustain either a gain or loss, depending upon the price
paid and the price received for such shares.
Small Accounts
Due to the relatively higher cost of maintaining small accounts, Pooled
Trust, Inc. and Foundation Funds reserves the right to redeem Portfolio shares
in any of its accounts at the then-current net asset value if as a result of
redemption or transfer a shareholder's investment in a Portfolio has a value of
less than $500,000. However, before Pooled Trust, Inc. redeems such shares and
sends the proceeds to the shareholder, the shareholder will be notified in
writing that the value of the shares in the account is less than $500,000 and
will be allowed 90 days from that date of notice to make an additional
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investment to meet the required minimum. Any redemption in an inactive account
established with a minimum investment may trigger mandatory redemption.
* * *
Pooled Trust, Inc. and Foundation Funds has available certain
redemption privileges, as described below. They are unavailable to shareholders
of The International Equity Portfolio, The Labor Select International Equity
Portfolio, The Global Fixed Income Portfolio, The International Fixed Income
Portfolio and The Global Equity Portfolio whose redemptions trigger the special
in-kind redemption procedures. See the related Prospectus. The Portfolios
reserve the right to suspend or terminate these expedited payment procedures at
any time in the future.
Expedited Telephone Redemptions
Shareholders wishing to redeem shares for which certificates have not
been issued may call Pooled Trust, Inc. at (1-800-231-8002) prior to 4 p.m.,
Eastern time, and have the proceeds mailed to them at the record address.
Redemptions involving The Asset Allocation Portfolio will be forwarded to
Foundation Funds. Checks payable to the shareholder(s) of record will normally
be mailed three business days, but no later than seven days, after receipt of
the redemption request.
In addition, redemption proceeds can be transferred to your
predesignated bank account by wire or by check by calling Pooled Trust, Inc., as
described above. The Telephone Redemption Option on the Account Registration
Form must have been elected by the shareholder and filed with Pooled Trust, Inc.
before the request is received. Payment will be made by wire or check to the
bank account designated on the authorization form as follows:
1. Payment By Wire: Request that Federal Funds be wired to the bank
account designated on the Account Registration Form. Redemption proceeds will
normally be wired on the next business day following receipt of the redemption
request. There is no charge for this service. If the proceeds are wired to the
shareholder's account at a bank which is not a member of the Federal Reserve
System, there could be a delay in the crediting of the Portfolio to the
shareholder's bank account.
2. Payment by Check: Request a check be mailed to the bank account
designated on the Account Registration Form. Redemption proceeds will normally
be mailed three business days, but no later than seven days, from the date of
the telephone request. This procedure will take longer than the Payment by Wire
option (1 above) because of the extra time necessary for the mailing and
clearing of the check after the bank receives it. If expedited payment under
these procedures could adversely affect a Portfolio, Pooled Trust, Inc. or as
applicable, Foundation Funds may take up to seven days to pay the shareholder.
To reduce the risk of attempted fraudulent use of the telephone
redemption procedure, payment will be made only to the bank account designated
on the Account Registration Form. If a shareholder wishes to change the bank
account designated for such redemption, a written request in accordance with the
instructions set forth in the Prospectus will be required.
Exchange Privilege
Shares of each Portfolio may be exchanged for shares of any other
Portfolio or for the institutional classes of the other funds in the Delaware
Investments family. Exchange requests should be sent to Delaware Pooled Trust,
Inc., One Commerce Square, 2005 Market Street, Philadelphia, PA 19103 Attn:
Client Services. Exchanges involving The Asset Allocation Portfolio will be
forwarded to Foundation Funds.
Any such exchange will be calculated on the basis of the respective net
asset values of the shares involved and will be subject to the minimum
investment requirements noted above. There is no sales commission or charge of
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any kind, except for the special purchase and redemption reimbursement fees for
exchanges involving shares of The International Mid-Cap Sub Portfolio, The
Emerging Markets Portfolio and The Global Equity Portfolio. See Exchange
Privilege under Shareholder Services in the related Prospectus. The shares of a
Portfolio into which an exchange is made, if necessary, must be authorized for
sale in the state in which the investor is domiciled. Before making an exchange,
a shareholder should consider the investment objectives of the Portfolio to be
purchased.
Exchange requests may be made either by mail, FAX message or by
telephone. Telephone exchanges will be accepted only if the certificates for the
shares to be exchanged are held by Pooled Trust, Inc. or, as applicable,
Foundation Funds for the account of the shareholder and the registration of the
two accounts will be identical. Requests for exchanges received prior to 4 p.m.,
Eastern time, for the Portfolios will be processed as of the close of business
on the same day. Requests received after this time will be processed on the next
business day. Exchanges may also be subject to limitations as to amounts or
frequency, and to other restrictions established by the Board of Directors or
Trustees, as applicable, to assure that such exchanges do not disadvantage a
Portfolio and its shareholders. Exchanges into and out of The International
Equity Portfolio, The Labor Select International Equity Portfolio, The Global
Fixed Income Portfolio, The International Fixed Income Portfolio and The Global
Equity Portfolio shall be subject to the special purchase and redemption
procedures identified in sections of the related Prospectus entitled Purchase of
Shares and Redemption of Shares.
For federal income tax purposes, an exchange between Portfolios is a
taxable event for shareholders subject to federal income tax, and, accordingly,
a gain or loss may be realized. Pooled Trust, Inc. and Foundation Funds reserves
the right to suspend or terminate or amend the terms of the exchange privilege
upon 60 days' written notice to client shareholders.
* * *
Neither Pooled Trust, Inc., Foundation Funds, the Portfolios nor the
Portfolios' transfer agent, Delaware Service Company, Inc., is responsible for
any losses incurred in acting upon written or telephone instructions for
redemption or exchange of Portfolio shares which are reasonably believed to be
genuine. With respect to such telephone transactions, Pooled Trust, Inc. or, as
applicable, Foundation Funds 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, Pooled
Trust, Inc., Foundation Funds or Delaware Service Company, Inc. may be liable
for any losses due to unauthorized or fraudulent transactions. A written
confirmation will be provided for all purchase, exchange and redemption
transactions initiated by telephone.
Class A Shares, Class B Shares and Class C Shares and Institutional Class
Shares of The Real Estate Investment Trust Portfolio
You can redeem or exchange your shares in a number of different ways.
The exchange service is useful if your investment requirements change and you
want an easy way to invest in other equity funds, tax-advantaged funds, bond
funds or money market funds. This service is also useful if you are anticipating
a major expenditure and want to move a portion of your investment into a fund
that has the checkwriting feature. Exchanges are subject to the requirements of
the Portfolio and all exchanges of shares constitute taxable events. Further, in
order for an exchange to be processed, shares of the fund being acquired must be
registered in the state where the acquiring shareholder resides. You may want to
consult your financial adviser or investment dealer to discuss which funds in
Delaware Investments will best meet your changing objectives, and the
consequences of any exchange transaction. You may also call the Delaware
Investments directly for fund information.
Your shares will be redeemed or exchanged at a price based on the net
asset value next determined after the Portfolio receives your request in good
order, subject, in the case of a redemption, to any applicable CDSC or Limited
CDSC. For example, redemption or exchange requests received in good order after
the time the offering price and net asset value of shares are determined will be
processed on the next business day. A shareholder submitting a redemption
request may indicate that he or she wishes to receive redemption proceeds of a
specific dollar amount. In the case of such a request, and in the case of
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certain redemptions from retirement plan accounts, the Portfolio will redeem the
number of shares necessary to deduct the applicable CDSC in the case of Class B
Shares and Class C Shares, and, if applicable, the Limited CDSC in the case of
Class A Shares and tender to the shareholder the requested amount, assuming the
shareholder holds enough shares in his or her account for the redemption to be
processed in this manner. Otherwise, the amount tendered to the shareholder upon
redemption will be reduced by the amount of the applicable CDSC or Limited CDSC.
Redemption proceeds will be distributed promptly, as described below, but not
later than seven days after receipt of a redemption request.
Except as noted below, for a redemption request to be in "good order,"
you must provide your account number, account registration, and the total number
of shares or dollar amount of the transaction. For exchange requests, you must
also provide the name of the fund in which you want to invest the proceeds.
Exchange instructions and redemption requests must be signed by the record
owner(s) exactly as the shares are registered. You may request a redemption or
an exchange by calling the Shareholder Service Center at 800-523-1918. The
Portfolio may suspend, terminate, or amend the terms of the exchange privilege
upon 60 days' written notice to shareholders.
In addition to redemption of Portfolio shares, the Distributor, acting
as agent of the Portfolio, offers to repurchase Fund shares from broker/dealers
acting on behalf of shareholders. The redemption or repurchase price, which may
be more or less than the shareholder's cost, is the net asset value per share
next determined after receipt of the request in good order by the Portfolio, its
agent, or certain authorized persons, subject to applicable CDSC or Limited
CDSC. This is computed and effective at the time the offering price and net
asset value are determined. See Determining Offering Price and Net Asset Value.
The Portfolio and the Distributor end their business days at 5 p.m., Eastern
time. This offer is discretionary and may be completely withdrawn without
further notice by the Distributor.
Orders for the repurchase of Portfolio shares which are submitted to
the Distributor prior to the close of its business day will be executed at the
net asset value per share computed that day (subject to the applicable CDSC or
Limited CDSC), if the repurchase order was received by the broker/dealer from
the shareholder prior to the time the offering price and net asset value are
determined on such day. The selling dealer has the responsibility of
transmitting orders to the Distributor promptly. Such repurchase is then settled
as an ordinary transaction with the broker/dealer (who may make a charge to the
shareholder for this service) delivering the shares repurchased.
Payment for shares redeemed will ordinarily be mailed the next business
day, but in no case later than seven days, after receipt of a redemption request
in good order by the Portfolio or certain other authorized persons (see
Distribution and Service under Investment Management Agreements); provided,
however, that each commitment to mail or wire redemption proceeds by a certain
time, as described below, is modified by the qualifications described in the
next paragraph.
The Portfolio will process written and telephone redemption requests to
the extent that the purchase orders for the shares being redeemed have already
settled. The Portfolio will honor redemption requests as to shares for which a
check was tendered as payment, but the Portfolio will not mail or wire the
proceeds until it is reasonably satisfied that the purchase check has cleared,
which may take up to 15 days from the purchase date. You can avoid this
potential delay if you purchase shares by wiring Federal Funds. The Portfolio
reserves the right to reject a written or telephone redemption request or delay
payment of redemption proceeds if there has been a recent change to the
shareholder's address of record.
If a shareholder has been credited with a purchase by a check which is
subsequently returned unpaid for insufficient funds or for any other reason, the
Portfolio will automatically redeem from the shareholder's account the shares
purchased by the check plus any dividends earned thereon. Shareholders may be
responsible for any losses to the Portfolio or to the Distributor.
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In case of a suspension of the determination of the net asset value
because the New York Stock Exchange is closed for other than weekends or
holidays, or trading thereon is restricted or an emergency exists as a result of
which disposal by the Portfolio of securities owned by it is not reasonably
practical, or it is not reasonably practical for the Portfolio fairly to value
its assets, or in the event that the SEC has provided for such suspension for
the protection of shareholders, the Portfolio may postpone payment or suspend
the right of redemption or repurchase. In such case, the shareholder may
withdraw the request for redemption or leave it standing as a request for
redemption at the net asset value next determined after the suspension has been
terminated.
Payment for shares redeemed or repurchased may be made either in cash
or kind, or partly in cash and partly in kind. Any portfolio securities paid or
distributed in kind would be valued as described in Determining Offering Price
and Net Asset Value. Subsequent sale by an investor receiving a distribution in
kind could result in the payment of brokerage commissions. However, Pooled
Trust, Inc. has elected to be governed by Rule 18f-1 under the 1940 Act pursuant
to which the Portfolio is obligated to redeem shares solely in cash up to the
lesser of $250,000 or 1% of the net asset value of the Portfolio during any
90-day period for any one shareholder.
The value of the Portfolio's investments is subject to changing market
prices. Thus, a shareholder reselling shares to the Portfolio may sustain either
a gain or loss, depending upon the price paid and the price received for such
shares.
Certain redemptions of Class A Shares purchased at net asset value may
result in the imposition of a Limited CDSC. See Contingent Deferred Sales Charge
for Certain Redemptions of Class A Shares Purchased at Net Asset Value, below.
Class B Shares are subject to a CDSC of: (i) 4% if shares are redeemed within
two years of purchase; (ii) 3% if shares are redeemed during the third or fourth
year following purchase; (iii) 2% if shares are redeemed during the fifth year
following purchase; and (iv) 1% if shares are redeemed during the sixth year
following purchase and (v) 0% thereafter. Class C Shares are subject to a CDSC
of 1% if shares are redeemed within 12 months following purchase. See Contingent
Deferred Sales Charge - Class B Shares and Class C Shares under Purchasing
Shares. Except for the applicable CDSC or Limited CDSC and, with respect to the
expedited payment by wire described below for which, in the case of the Fund
Classes, there is currently a $7.50 bank wiring cost, neither the Portfolio nor
the Distributor charges a fee for redemptions or repurchases, but such fees
could be charged at any time in the future.
Holders of Class B Shares or Class C Shares that exchange their shares
("Original Shares") for shares of other funds in the Delaware Investments (in
each case, "New Shares") in a permitted exchange, will not be subject to a CDSC
that might otherwise be due upon redemption of the Original Shares. However,
such shareholders will continue to be subject to the CDSC and, in the case of
Class B Shares, the automatic conversion schedule of the Original Shares as
described in this Part B and any CDSC assessed upon redemption will be charged
by the fund from which the Original Shares were exchanged. In an exchange of
Class B Shares from the Portfolio, the Fund's CDSC schedule may be higher than
the CDSC schedule relating to the New Shares acquired as a result of the
exchange. For purposes of computing the CDSC that may be payable upon a
disposition of the New Shares, the period of time that an investor held the
Original Shares is added to the period of time that an investor held the New
Shares. With respect to Class B Shares, the automatic conversion schedule of the
Original Shares may be longer than that of the New Shares. Consequently, an
investment in New Shares by exchange may subject an investor to the higher 12b-1
fees applicable to Class B Shares of the Portfolio for a longer period of time
than if the investment in New Shares were made directly.
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Written Redemption
You can write to the Portfolio at One Commerce Square, Philadelphia, PA
19103 to redeem some or all of your shares. The request must be signed by all
owners of the account or your investment dealer of record. For redemptions of
more than $50,000, or when the proceeds are not sent to the shareholder(s) at
the address of record, the Portfolio require a signature by all owners of the
account and a signature guarantee for each owner. A signature guarantee can be
obtained from a commercial bank, a trust company or a member of a Securities
Transfer Association Medallion Program ("STAMP"). The Portfolio reserves the
right to reject a signature guarantee supplied by an eligible institution based
on its creditworthiness. The Portfolio may require further documentation from
corporations, executors, retirement plans, administrators, trustees or
guardians.
Payment is normally mailed the next business day after receipt of your
redemption request. If your Class A Shares are in certificate form, the
certificate(s) must accompany your request and also be in good order.
Certificates are issued for Class A Shares only if a shareholder submits a
specific request. Certificates are not issued for Class B Shares or Class C
Shares.
Written Exchange
You may also write to the Portfolio (at1818 Market Street,
Philadelphia, PA 19103) to request an exchange of any or all of your shares into
another mutual fund in Delaware Investments, subject to the same conditions and
limitations as other exchanges noted above.
Telephone Redemption and Exchange
To get the added convenience of the telephone redemption and exchange
methods, you must have the Transfer Agent hold your shares (without charge) for
you. If you choose to have your Class A Shares in certificate form, you may
redeem or exchange only by written request and you must return your
certificates.
The Telephone Redemption - Check to Your Address of Record service and
the Telephone Exchange service, both of which are described below, are
automatically provided unless you notify the Fund in which you have your account
in writing that you do not wish to have such services available with respect to
your account. The Portfolio reserves the right to modify, terminate or suspend
these procedures upon 60 days' written notice to shareholders. It may be
difficult to reach the Portfolio by telephone during periods when market or
economic conditions lead to an unusually large volume of telephone requests.
Neither the Portfolio nor its Transfer Agent is responsible for any
shareholder loss incurred in acting upon written or telephone instructions for
redemption or exchange of Fund shares which are reasonably believed to be
genuine. With respect to such telephone transactions, the Portfolio will follow
reasonable procedures to confirm that instructions communicated by telephone are
genuine (including verification of a form of personal identification) as, if it
does not, such Fund or the Transfer Agent may be liable for any losses due to
unauthorized or fraudulent transactions. Telephone instructions received by the
Fund Classes are generally tape recorded, and a written confirmation will be
provided for all purchase, exchange and redemption transactions initiated by
telephone. By exchanging shares by telephone, you are acknowledging prior
receipt of a prospectus for the fund into which your shares are being exchanged.
Telephone Redemption--Check to Your Address of Record
The Telephone Redemption feature is a quick and easy method to redeem
shares. You or your investment dealer of record can have redemption proceeds of
$50,000 or less mailed to you at your address of record. Checks will be payable
to the shareholder(s) of record. Payment is normally mailed the next business
day after receipt of the redemption request. This service is only available to
individual, joint and individual fiduciary-type accounts.
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Telephone Redemption--Proceeds to Your Bank
Redemption proceeds of $1,000 or more can be transferred to your
predesignated bank account by wire or by check. You should authorize this
service when you open your account. If you change your predesignated bank
account, you must complete an Authorization Form and have your signature
guaranteed. For your protection, your authorization must be on file. If you
request a wire, your funds will normally be sent the next business day. If the
proceeds are wired to the shareholder's account at a bank which is not a member
of the Federal Reserve System, there could be a delay in the crediting of the
funds to the shareholder's bank account. First Union National Bank's fee
(currently $7.50) will be deducted from Fund Class redemption proceeds. If you
ask for a check, it will normally be mailed the next business day after receipt
of your redemption request to your predesignated bank account. There are no
separate fees for this redemption method, but the mail time may delay getting
funds into your bank account. Simply call the Shareholder Service Center prior
to the time the offering price and net asset value are determined, as noted
above.
Telephone Exchange
The Telephone Exchange feature is a convenient and efficient way to
adjust your investment holdings as your liquidity requirements and investment
objectives change. You or your investment dealer of record can exchange your
shares into other funds in Delaware Investments under the same registration,
subject to the same conditions and limitations as other exchanges noted above.
As with the written exchange service, telephone exchanges are subject to the
requirements of the Portfolio, as described above.
Telephone exchanges may be subject to limitations as to amounts or frequency.
The telephone exchange privilege is intended as a convenience to
shareholders and is not intended to be a vehicle to speculate on short-term
swings in the securities market through frequent transactions in and out of the
funds in the Delaware Investments family. Telephone exchanges may be subject to
limitations as to amounts or frequency. The Transfer Agent and the Portfolio
reserve the right to record exchange instructions received by telephone and to
reject exchange requests at any time in the future.
MoneyLine (SM) On Demand
You or your investment dealer may request redemptions of Fund shares by
phone using MoneyLine (SM) On Demand. When you authorize the Portfolio to accept
such requests from you or your investment dealer, funds will be deposited to
(for share redemptions) your predesignated bank account. Your request will be
processed the same day if you call prior to 4 p.m., Eastern time. There is a $25
minimum and $50,000 maximum limit for MoneyLine (SM) On Demand transactions. See
MoneyLine (SM) On Demand under Investment Plans.
Right to Refuse Timing Accounts
With regard to accounts that are administered by market timing services
("Timing Firms") to purchase or redeem shares based on changing economic and
market conditions ("Timing Accounts"), the Portfolio will refuse any new timing
arrangements, as well as any new purchases (as opposed to exchanges) in Delaware
Investments funds from Timing Firms. The Portfolio reserves the right to
temporarily or permanently terminate the exchange privilege or reject any
specific purchase order for any person whose transactions seem to follow a
timing pattern who: (i) makes an exchange request out of the Fund within two
weeks of an earlier exchange request out of the Fund, or (ii) makes more than
two exchanges out of the Fund per calendar quarter, or (iii) exchanges shares
equal in value to at least $5 million, or more than 1/4 of 1% of the Fund's net
assets. Accounts under common ownership or control, including accounts
administered so as to redeem or purchase shares based upon certain predetermined
market indicators, will be aggregated for purposes of the exchange limits.
Restrictions on Timed Exchanges
Timing Accounts operating under existing timing agreements may only
execute exchanges between the following eight Delaware Investments funds: (1)
Decatur Income Fund, (2) Decatur Total Return Fund, (3) Delaware Balanced Fund,
(4) Limited-Term Government Fund, (5) USA Fund, (6) Delaware Cash Reserve, (7)
Delchester Fund and (8) Tax-Free Pennsylvania Fund. No other Delaware
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Investments funds are available for timed exchanges. Assets redeemed or
exchanged out of Timing Accounts in Delaware Investments funds not listed above
may not be reinvested back into that Timing Account. The Portfolio reserves the
right to apply these same restrictions to the account(s) of any person whose
transactions seem to follow a time pattern (as described above).
The Portfolio also reserves the right to refuse the purchase side of an
exchange request by any Timing Account, person, or group if, in the Manager's
judgment, the Fund would be unable to invest effectively in accordance with its
investment objectives and policies, or would otherwise potentially be adversely
affected. A shareholder's purchase exchanges may be restricted or refused if the
Portfolio receives or anticipates simultaneous orders affecting significant
portions of the Portfolio's assets. In particular, a pattern of exchanges that
coincide with a "market timing" strategy may be disruptive to the Portfolio and
therefore may be refused.
Except as noted above, only shareholders and their authorized brokers
of record will be permitted to make exchanges or redemptions.
Systematic Withdrawal Plans
Shareholders of Class A Shares, Class B Shares and Class C Shares who
own or purchase $5,000 or more of shares at the offering price, or net asset
value, as applicable, for which certificates have not been issued may establish
a Systematic Withdrawal Plan for monthly withdrawals of $25 or more, or
quarterly withdrawals of $75 or more, although the Portfolios do not recommend
any specific amount of withdrawal. This is particularly useful to shareholders
living on fixed incomes, since it can provide them with a stable supplemental
amount. This $5,000 minimum does not apply for the Portfolio's prototype
retirement plans. Shares purchased with the initial investment and through
reinvestment of cash dividends and realized securities profits distributions
will be credited to the shareholder's account and sufficient full and fractional
shares will be redeemed at the net asset value calculated on the third business
day preceding the mailing date.
Checks are dated either the 1st or the 15th of the month, as selected
by the shareholder (unless such date falls on a holiday or a weekend), and are
normally mailed within two business days. Both ordinary income dividends and
realized securities profits distributions will be automatically reinvested in
additional shares of the Class at net asset value. This plan is not recommended
for all investors and should be started only after careful consideration of its
operation and effect upon the investor's savings and investment program. To the
extent that withdrawal payments from the plan exceed any dividends and/or
realized securities profits distributions paid on shares held under the plan,
the withdrawal payments will represent a return of capital, and the share
balance may in time be depleted, particularly in a declining market.
Shareholders should not purchase additional shares while participating in a
Systematic Withdrawal Plan.
The sale of shares for withdrawal payments constitutes a taxable event
and a shareholder may incur a capital gain or loss for federal income tax
purposes. This gain or loss may be long-term or short-term depending on the
holding period for the specific shares liquidated. Premature withdrawals from
retirement plans may have adverse tax consequences.
Withdrawals under this plan made concurrently with the purchases of
additional shares may be disadvantageous to the shareholder. Purchases of Class
A Shares through a periodic investment program in a fund managed by the Manager
must be terminated before a Systematic Withdrawal Plan with respect to such
shares can take effect, except if the shareholder is a participant in one of our
retirement plans or is investing in Delaware Investments funds which do not
carry a sales charge. Redemptions of Class A Shares pursuant to a Systematic
Withdrawal Plan may be subject to a Limited CDSC if the purchase was made at net
asset value and a dealer's commission has been paid on that purchase. The
applicable CDSC for Class B Shares and Class C Shares redeemed via a Systematic
Withdrawal Plan will be waived if, on the date that the Plan is established, the
annual amount selected to be withdrawn is less than 12% of the account balance.
If the annual amount selected to be withdrawn exceeds 12% of the account balance
on the date that the Systematic Withdrawal Plan is established, all redemptions
under the Plan will be subject to the applicable CDSC. Whether a waiver of the
CDSC is available or not, the first shares to be redeemed for each Systematic
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Withdrawal Plan payment will be those not subject to a CDSC because they have
either satisfied the required holding period or were acquired through the
reinvestment of distributions. The 12% annual limit will be reset on the date
that any Systematic Withdrawal Plan is modified (for example, a change in the
amount selected to be withdrawn or the frequency or date of withdrawals), based
on the balance in the account on that date.
See Waiver of Contingent Deferred Sales Charge - Class B Shares and Class C
Shares, below.
An investor wishing to start a Systematic Withdrawal Plan must complete
an authorization form. If the recipient of Systematic Withdrawal Plan payments
is other than the registered shareholder, the shareholder's signature on this
authorization must be guaranteed. Each signature guarantee must be supplied by
an eligible guarantor institution. The Portfolio reserves the right to reject a
signature guarantee supplied by an eligible institution based on its
creditworthiness. This plan may be terminated by the shareholder or the Transfer
Agent at any time by giving written notice.
Systematic Withdrawal Plan payments are normally made by check. In the
alternative, you may elect to have your payments transferred from your Fund
account to your predesignated bank account through the MoneyLine (SM) Direct
Deposit Service. Your funds will normally be credited to your bank account up to
four business days after the payment date. There are no separate fees for this
redemption method. It may take up to four business days for the transactions to
be completed. You can initiate this service by completing an Account Services
form. If your name and address are not identical to the name and address on your
Fund account, you must have your signature guaranteed. The Portfolio does not
charge a fee for any this service; however, your bank may charge a fee.
This service is not available for retirement plans.
The Systematic Withdrawal Plan is not available for Institutional
Classes. Shareholders should consult with their financial advisers to determine
whether a Systematic Withdrawal Plan would be suitable for them.
Contingent Deferred Sales Charge for Certain Redemptions of Class A Shares
Purchased at Net Asset Value
For purchases of $1,000,000 or more made on or after July 1, 1998, a
Limited CDSC will be imposed on certain redemptions of Class A Shares (or shares
into which such Class A Shares are exchanged) according to the following
schedule: (1) 1.00% if shares are redeemed during the first year after the
purchase; and (2) 0.50% if such shares are redeemed during the second year after
the purchase, if such purchases were made at net asset value and triggered the
payment by the Distributor of the dealer's commission described above.
The Limited CDSC will be paid to the Distributor and will be assessed
on an amount equal to the lesser of : (1) the net asset value at the time of
purchase of the Class A Shares being redeemed or (2) the net asset value of such
Class A Shares at the time of redemption. For purposes of this formula, the "net
asset value at the time of purchase" will be the net asset value at purchase of
the Class A Shares even if those shares are later exchanged for shares of
another Delaware Investments fund and, in the event of an exchange of Class A
Shares, the "net asset value of such shares at the time of redemption" will be
the net asset value of the shares acquired in the exchange.
Redemptions of such Class A Shares held for more than two years will
not be subjected to the Limited CDSC and an exchange of such Class A Shares into
another Delaware Investments fund will not trigger the imposition of the Limited
CDSC at the time of such exchange. The period a shareholder owns shares into
which Class A Shares are exchanged will count towards satisfying the two-year
holding period. The Limited CDSC is assessed if such two year period is not
satisfied irrespective of whether the redemption triggering its payment is of
Class A Shares of the Portfolio or Class A Shares acquired in the exchange.
In determining whether a Limited CDSC is payable, it will be assumed
that shares not subject to the Limited CDSC are the first redeemed followed by
other shares held for the longest period of time. The Limited CDSC will not be
imposed upon shares representing reinvested dividends or capital gains
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distributions, or upon amounts representing share appreciation. All investments
made during a calendar month, regardless of what day of the month the investment
occurred, will age one month on the last day of that month and each subsequent
month.
Waiver of Limited Contingent Deferred Sales Charge - Class A Shares
The Limited CDSC for Class A Shares on which a dealer's commission has
been paid will be waived in the following instances: (i) redemptions that result
from the Portfolio's right to liquidate a shareholder's account if the aggregate
net asset value of the shares held in the account is less than the
then-effective minimum account size; (ii) distributions to participants from a
retirement plan qualified under section 401(a) or 401(k) of the Internal Revenue
Code of 1986, as amended (the "Code"), or due to death of a participant in such
a plan; (iii) redemptions pursuant to the direction of a participant or
beneficiary of a retirement plan qualified under section 401(a) or 401(k) of the
Code with respect to that retirement plan; (iv) periodic distributions from an
IRA, SIMPLE IRA, or 403(b)(7) or 457 Deferred Compensation Plan due to death,
disability, or attainment of age 59 1/2, and IRA distributions qualifying under
Section 72(t) of the Internal Revenue Code; (v) returns of excess contributions
to an IRA; (vi) distributions by other employee benefit plans to pay benefits;
(vii) distributions described in (ii), (iv), and (vi) above pursuant to a
systematic withdrawal plan; and (viii) redemptions by the classes of
shareholders who are permitted to purchase shares at net asset value, regardless
of the size of the purchase (see Buying Class A Shares at Net Asset Value under
Purchasing Shares).
Waiver of Contingent Deferred Sales Charge - Class B Shares and Class C Shares
The CDSC is waived on certain redemptions of Class B Shares in
connection with the following redemptions: (i) redemptions that result from the
Portfolio's right to liquidate a shareholder's account if the aggregate net
asset value of the shares held in the account is less than the then-effective
minimum account size; (ii) returns of excess contributions to an IRA, SIMPLE
IRA, SEP/IRA, or 403(b)(7) or 457 Deferred Compensation Plan; (iii) periodic
distributions from an IRA, SIMPLE IRA, SAR/SEP, SEP/IRA, or 403(b)(7) or 457
Deferred Compensation Plan due to death, disability or attainment of age 59 1/2,
and IRA distributions qualifying under Section 72(t) of the Internal Revenue
Code; and (iv) distributions from an account if the redemption results from the
death of all registered owners of the account (in the case of accounts
established under the Uniform Gifts to Minors or Uniform Transfers to Minors
Acts or trust accounts, the waiver applies upon the death of all beneficial
owners) or a total and permanent disability (as defined in Section 72 of the
Code) of all registered owners occurring after the purchase of the shares being
redeemed.
The CDSC on Class C Shares is waived in connection with the following
redemptions: (i) redemptions that result from the Portfolio's right to liquidate
a shareholder's account if the aggregate net asset value of the shares held in
the account is less than the then-effective minimum account size; (ii) returns
of excess contributions to an IRA, SIMPLE IRA, 403(b)(7) or 457 Deferred
Compensation Plan, Profit Sharing Plan, Money Purchase Pension Plan, or 401(k)
Defined Contribution plan; (iii) periodic distributions from a 403(b)(7) or 457
Deferred Compensation Plan upon attainment of age 59 1/2, Profit Sharing Plan,
Money Purchase Plan, 401(k) Defined Contribution Plan upon attainment of age 70
1/2, and IRA distributions qualifying under Section 72(t) of the Internal
Revenue Code; (iv) distributions from a 403(b)(7) or 457 Deferred Compensation
Plan, Profit Sharing Plan, or 401(k) Defined Contribution Plan, under hardship
provisions of the plan; (v) distributions from a 403(b)(7) or 457 Deferred
Compensation Plan, Profit Sharing Plan, Money Purchase Pension Plan or a 401(k)
Defined Contribution Plan upon attainment of normal retirement age under the
plan or upon separation from service; (vi) periodic distributions from an IRA or
SIMPLE IRA on or after attainment of age 59 1/2; and (vii) distributions from an
account if the redemption results from the death of all registered owners of the
account (in the case of accounts established under the Uniform Gifts to Minors
or Uniform Transfers to Minors Acts or trust accounts, the waiver applies upon
the death of all beneficial owners) or a total and permanent disability (as
defined in Section 72 of the Code) of all registered owners occurring after the
purchase of the shares being redeemed.
In addition, the CDSC will be waived on Class B Shares and Class C
Shares redeemed in accordance with a Systematic Withdrawal Plan if the annual
amount selected to be withdrawn under the Plan does not exceed 12% of the value
of the account on the date that the Systematic Withdrawal Plan was established
or modified.
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DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS
Each Portfolio has qualified or intends to qualify, and each that has
qualified intends to continue to qualify, as a regulated investment company
under Subchapter M of the Code. As such, a Portfolio will not be subject to
federal income tax, or to any excise tax, to the extent its earnings are
distributed as provided in the Code and it satisfies other requirements relating
to the sources of its income and diversification of its assets.
The policy of Pooled Trust, Inc. and Foundation Funds, as applicable,
is to distribute substantially all of each Portfolio's net investment income and
any net realized capital gains in the amount and at the times that will avoid
any federal income or excise taxes. All dividends and capital gains
distributions of accounts in REIT Fund Institutional Class shall be
automatically reinvested in the Class. For all other Portfolios and Classes of
The Real Estate Investment Trust Portfolio, shareholders may elect to receive
dividends and capital gains distributions in cash, otherwise, all such dividends
and distributions will be automatically reinvested in the Portfolios. The
amounts of any dividend or capital gains distributions cannot be predicted.
All dividends out of net investment income, together with distributions
from short-term capital gains, will be taxable to those shareholders who are
subject to income taxes as ordinary income. (These distributions may be eligible
for the dividends-received deductions for corporations.) Any net long-term
capital gains distributed to those shareholders who are subject to income tax
will be taxable as such, regardless of the length of time a shareholder has
owned their shares.
For the fiscal year ended October 31, 1998, the percentage of dividends
paid by the following Portfolios qualified for the dividends-received deduction:
The Large-Cap Value Equity Portfolio 74%
The Real Estate Investment Trust Portfolio 100%
The Core Equity Portfolio 100%
The Mid-Cap Growth Equity Portfolio 8%
The Mid-Cap Value Equity Portfolio 100%
The Small-Cap Value Equity Portfolio N/A
The Small-Cap Growth Equity Portfolio 1%
The Real Estate Investment Trust Portfolio II 100%
The Global Equity Portfolio 94%
The International Equity Portfolio 100%
The Labor Select International Equity Portfolio 100%
The Emerging Markets Portfolio 100%
The Intermediate Fixed Income Portfolio none
The Aggregate Fixed Income Portfolio none
The High-Yield Bond Portfolio 3%
The Diversified Core Fixed Income Portfolio none
The Global Fixed Income Portfolio none
The International Fixed Income Portfolio none
The Asset Allocation Portfolio N/A
The International Mid-Cap Sub Portfolio N/A
The International Small-Cap Portfolio N/A
The Balanced Portfolio N/A
The Equity Income Portfolio N/A
The Select Equity Portfolio N/A
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Undistributed net investment income is included in the Portfolio's net
assets for the purpose of calculating net asset value per share.
Therefore on the "ex-dividend" date, the net asset value per share
excludes the dividend (i.e., is reduced by the per share amount of the
dividend). Dividends paid shortly after the purchase of shares by an
investor, although in effect a return of capital, are taxable to
shareholders who are subject to tax.
Each Portfolio is treated as a separate entity (and hence as a separate
"regulated investment company") for federal tax purposes. Any net capital gains
recognized by a Portfolio are distributed to its investors without need to
offset (for federal income tax purposes) such gains against any net capital
losses of another Portfolio.
Each year, Pooled Trust, Inc. or, as applicable, Foundation Funds will
mail information to investors on the amount and tax status of each Portfolio's
dividends and distributions. Shareholders should consult their own tax advisers
regarding specific questions as to federal, state or local taxes.
Each class of shares of The Real Estate Investment Trust Portfolio will
share proportionately in the investment income and expenses of the Portfolio,
except that Class A Shares, Class B Shares and Class C Shares alone will incur
distribution fees under their respective 12b-1 plans.
TAXES
The following supplements the tax disclosure provided in the
Prospectuses.
Under the Taxpayer Relief Act of 1997 (the "1997 Act"), as revised by
the 1998 Act, the Fund is required to track its sales of portfolio securities
and to report its capital gain distributions to you according to the following
categories of holding periods:
"Pre-Act long-term capital gains": securities sold by a Portfolio
before May 7, 1997, that were held for more than 12 months. These gains
will be taxable to individual investors at a maximum rate of 28%.
"Mid-term capital gains" or "28 percent rate gain": securities
sold by a Portfolio after July 28, 1997 that were held more than one year
but not more than 18 months. These gains will be taxable to individual
investors at a maximum rate of 28%.
"1997 Act long-term capital gains" or "20 percent rate gain":
securities sold by the Fund between May 7, 1997 and July 28, 1997 that were
held for more than 12 months, and securities sold by the Fund after July
28, 1997 that were held for more than 18 months. As revised by the 1998
Act, this rate applies to securities held for more than 12 months for tax
years beginning after December 31, 1997. These gains will be taxable to
individual investors at a maximum rate of 20% for investors in the 28% or
higher federal income tax brackets, and at a maximum rate of 10% for
investors in the 15% federal income tax bracket.
"Qualified 5-year gains": For individuals in the 15% bracket,
qualified 5-year gains are net gains on securities held for more than 5
years which are sold after December 31, 2000. For individuals who are
subject to tax at higher rate brackets, qualified 5-year gains are net
gains on securities which are purchased after December 31, 2000 and are
held for more than 5 years. Taxpayers subject to tax at a higher rate
brackets may also make an election for shares held on January 1, 2001 to
recognize gain on their shares (any loss is disallowed) in order to qualify
such shares as qualified 5-year property as though purchased after December
31, 2000. These gains will be taxable to individual investors at a maximum
rate of 18% for investors in the 28% or higher federal income tax brackets,
and at a maximum rate of 8% for investors in the 15% federal income tax
bracket when sold after the 5 year holding period.
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A portion of each Portfolio's dividends may qualify for the
dividends-received deduction for corporations provided in the federal income tax
law. The portion of dividends paid by a Portfolio that so qualifies will be
designated each year in a notice mailed to a Portfolio's shareholders, and
cannot exceed the gross amount of dividends received by a Portfolio from
domestic (U.S.) corporations that would have qualified for the
dividends-received deduction in the hands of a Portfolio if the Portfolio was a
regular corporation. The availability of the dividends-received deduction is
subject to certain holding period and debt financing restrictions imposed under
the Code on the corporation claiming the deduction. Under the 1997 Act, the
amount that a Portfolio may designate as eligible for the dividends-received
deduction will be reduced or eliminated if the shares on which the dividends
earned by a Portfolio were debt-financed or held by a Portfolio for less than a
46-day period during a 90-day period beginning 45 days before the ex-dividend
date and ending 45 days after the ex-dividend date. Similarly, if your Portfolio
shares are debt-financed or held by you for less than a 46-day period during a
90-day period beginning 45 days before the ex-dividend date and ending 45 days
after the ex-dividend date, then the dividends-received deduction for Portfolio
dividends on your shares may also be reduced or eliminated. Even if designated
as dividends eligible for the dividends-received deduction, all dividends
(including any deducted portion) must be included in your alternative minimum
taxable income calculation.
Shareholders will be notified annually by Pooled Trust, Inc. as to the
federal income tax status of dividends and distributions paid by their
Portfolio.
In addition to the federal taxes described above, shareholders may or
may not be subject to various state and local taxes. Because shareholders' state
and local taxes may be different than the federal taxes described above,
shareholders should consult their own tax advisers. Each year the Fund will mail
to you information on the amount and tax status of each Portfolio's dividends
and distribution.
See also Other Tax Requirements under Accounting and Tax Issues in this
Part B.
VALUATION OF SHARES
The net asset value per share of each Portfolio is determined by
dividing the total market value of the Portfolio's investments and other assets,
less any liabilities, by the total outstanding shares of the Portfolio. Net
asset value per share is determined as of the close of regular trading on the
NYSE on each day the NYSE is open for business. Securities listed on a U.S.
securities exchange for which market quotations are available are valued at the
last quoted sale price on the day the valuation is made. Price information on
listed securities is taken from the exchange where the security is primarily
traded. Securities listed on a foreign exchange are valued at the last quoted
sale price available before the time when net assets are valued. Unlisted
securities and listed securities not traded on the valuation date for which
market quotations are readily available are valued at a price that is considered
to best represent fair value within a range not in excess of the current asked
price nor less than the current bid prices. Domestic equity securities traded
over-the-counter, domestic equity securities which are not traded on the
valuation date and U.S. government securities are priced at the mean of the bid
and ask price.
Bonds and other fixed-income securities are valued according to the
broadest and most representative market, which will ordinarily be the
over-the-counter market. In addition, bonds and other fixed-income securities
may be valued on the basis of prices provided by a pricing service when such
prices are believed to reflect the fair market value of such securities. The
prices provided by a pricing service are determined without regard to bid or
last sale prices but take into account institutional size trading in similar
groups of securities and any developments related to the specific securities.
Securities not priced in this manner are valued at the most recent quoted mean
price, or, when stock exchange valuations are used, at the latest quoted sale
price on the day of valuation. If there is no such reported sale, the latest
quoted mean price will be used. Securities with remaining maturities of 60 days
or less are valued at amortized cost, if it approximates market value. In the
event that amortized cost does not approximate market value, market prices as
determined above will be used.
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Exchange-traded options are valued at the last reported sales price or,
if no sales are reported, at the mean between the last reported bid and ask
prices. Non-exchange traded options are valued at fair value using a
mathematical model. Futures contracts are valued at their daily quoted
settlement price. The value of other assets and securities for which no
quotations are readily available (including restricted securities) are
determined in good faith at fair value using methods determined by the Fund's
Board of Directors. The securities in which The International Equity, The Labor
Select International Equity, The Global Fixed Income, The International Fixed
Income, The Global Equity and The Emerging Markets Portfolios (and, to a limited
extent, The Real Estate Investment Trust, The Diversified Core Fixed Income, The
High-Yield Bond, The Asset Allocation, The Small-Cap Value Equity, The Small-Cap
Growth Equity and The Core Equity Portfolios) may invest from time to time may
be listed primarily on foreign exchanges which trade on days when the NYSE is
closed (such as Saturday). As a result, the net asset value of those Portfolios
may be significantly affected by such trading on days when shareholders have no
access to the Portfolios.
For purposes of calculating net asset value per share, all assets and
liabilities initially expressed in foreign currencies will be converted into
U.S. dollars at the mean between the bid and ask price of such currencies
against the U.S. dollar as provided by an independent pricing service or any
major bank, including the Custodian Banks. Forward foreign currency contracts
are valued at the mean price of the contracts. Interpolated values will be
derived when the settlement date of the contract is on an interim period for
which quotations are not available.
Futures Contracts and Stock Options
(The Mid-Cap Growth Equity Portfolio, The Real Estate Investment Trust
Portfolios, The Emerging Markets Portfolio, The Global Equity Portfolio, The
Balanced Portfolio, The Equity Income Portfolio, The Select Equity Portfolio,
The International Small-Cap Portfolio, The Diversified Core Fixed Income
Portfolio, The Asset Allocation Portfolio, The Small-Cap Value Equity Portfolio,
The Small-Cap Growth Equity Portfolio and The Core Equity Portfolio)
The Mid-Cap Growth Equity Portfolio's, The Real Estate Investment Trust
Portfolios', The Emerging Markets Portfolio's, The Global Equity Portfolio's,
The Diversified Core Fixed Income Portfolio's, The Asset Allocation Portfolio's,
The Small-Cap Value Equity Portfolio's, The Small-Cap Growth Equity Portfolio's,
The Balanced Portfolio's, The Equity Income Portfolio's, The Select Equity
Portfolio's, The International Small-Cap Portfolio's and The Core Equity
Portfolio's transactions in options and futures contracts will be subject to
special tax rules that may affect the amount, timing and character of
distributions to shareholders. For example, certain positions held by a
Portfolio on the last business day of each taxable year will be marked to market
(i.e., treated as if closed out) on such day, and any gain or loss associated
with such positions will be treated as 60% long-term and 40% short-term capital
gain or loss. Certain positions held by a Portfolio that substantially diminish
its risk of loss with respect to other positions in a Portfolio will constitute
"straddles," which are subject to special tax rules that may cause deferral of
the Portfolio's losses, adjustments in the holding periods of Portfolio
securities and conversion of short-term into long-term capital losses. Certain
tax elections exist for straddles which could alter the effects of these rules.
The Portfolios will limit their activities in options and futures contracts to
the extent necessary to meet the requirements of Subchapter M of the Code.
Forward Currency Contracts
(The International Equity Portfolio, The International Mid-Cap Sub
Portfolio, The Labor Select International Equity Portfolio, The Real Estate
Investment Trust Portfolios, The Global Fixed Income Portfolio, The Emerging
Markets Portfolio, The International Fixed Income Portfolio, The Global Equity
Portfolio, The Diversified Core Fixed Income Portfolio, The Asset Allocation
Portfolio, The Small-Cap Value Equity Portfolio, The Small-Cap Growth Equity
Portfolio, The Balanced Portfolio, The Equity Income Portfolio, The Select
Equity Portfolio, The International Small-Cap Portfolio and The Core Equity
Portfolio)
The International Equity Portfolio, The International Mid-Cap Sub
Portfolio, The Labor Select International Equity Portfolio, The Real Estate
Investment Trust Portfolios, The Global Fixed Income Portfolio, The
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International Fixed Income Portfolio, The Emerging Markets Portfolio, The Global
Equity Portfolio, The Diversified Core Fixed Income Portfolio, The Asset
Allocation Portfolio, The Small-Cap Value Equity Portfolio, The Small-Cap Growth
Equity Portfolio, The Balanced Portfolio, The Equity Income Portfolio, The
Select Equity Portfolio, The International Small-Cap Portfolio and The Core
Equity Portfolio will be required for federal income tax purposes to recognize
any gains and losses on forward currency contracts as of the end of each taxable
year as well as those actually realized during the year. In most cases, any such
gain or loss recognized with respect to a forward currency contract is
considered to be ordinary income or loss. Furthermore, forward currency futures
contracts which are intended to hedge against a change in the value of
securities held by these Portfolios may affect the holding period of such
securities and, consequently, the nature of the gain or loss on such securities
upon disposition.
Special tax considerations also apply with respect to foreign
investments of these Portfolios. For example, certain foreign exchange gains and
losses (including exchange gains and losses on forward currency contracts)
realized by the Portfolio will be treated as ordinary income or losses.
State and Local Taxes
Shares of Pooled Trust, Inc. are exempt from Pennsylvania county
personal property tax.
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INVESTMENT MANAGEMENT AGREEMENTS AND SUB-ADVISORY AGREEMENTS
Delaware Management Company ("Delaware"), One Commerce Square,
Philadelphia, PA 19103, furnishes investment management services to The
Large-Cap Value Equity, The Mid-Cap Growth Equity, The Intermediate Fixed
Income, The Aggregate Fixed Income, The Mid-Cap Value Equity, The Real Estate
Investment Trust, The High-Yield Bond, The Diversified Core Fixed Income and The
Asset Allocation, The Small-Cap Growth Equity, The Core Equity, The Balanced
Portfolio, The Equity Income Portfolio, The Select Equity Portfolio and The
Small-Cap Value Equity Portfolios, subject to the supervision and direction of
Board of Directors or Trustees of Pooled Trust, Inc. or, as applicable,
Foundation Funds. Delaware International Advisers Ltd. ("Delaware
International"), Third Floor, 80 Cheapside, London, England EC2V 6EE, furnishes
similar services to The International Equity, The International Mid-Cap Sub
Portfolio, The Labor Select International Equity, The Global Fixed Income, The
International Fixed Income, The Emerging Markets, The Global Equity, The
International Small-Cap Portfolios, and provides sub-advisory services to The
Diversified Core Fixed Income Portfolio subject to the supervision and direction
of Pooled Trust, Inc.'s Board of Directors. Lincoln Investment Management, Inc.
("Lincoln") serves as sub-adviser to Delaware with respect to The Real Estate
Investment Trust Portfolios. Lincoln's address is 200 E. Berry Street, Fort
Wayne, Indiana 46802.
Delaware and its predecessors have been managing the funds in the
Delaware Investments family since 1938. On October 31, 1998, Delaware and its
affiliates within Delaware Investments, including Delaware International
Advisers Ltd., were managing in the aggregate more than $42 billion in assets in
the various institutional or separately managed (approximately $24,854,600,000)
and investment company ($17,780,970,000) accounts.
Lincoln (formerly Lincoln National Investment Management Company) was
incorporated in 1930. As of October 31, 1998, Lincoln had approximately $39.8
billion in assets under management.
91
<PAGE>
The following table contains the dates of the Investment Management Agreements
for the Portfolios as well as the dates that they were approved by shareholders.
<TABLE>
<CAPTION>
- -------------------------------------------------- --------------------------------- ---------------------------------
Portfolio Date of Agreement Date Approved by Shareholders
- -------------------------------------------------- --------------------------------- ---------------------------------
<S> <C> <C> <C> <C>
The Large-Cap Value Equity Portfolio April 15, 1999 April 13, 1999
- -------------------------------------------------- --------------------------------- ---------------------------------
The Mid-Cap Growth Equity Portfolio April 15, 1999 April 13, 1999
- -------------------------------------------------- --------------------------------- ---------------------------------
The International Fixed Income Portfolio April 15, 1999 April 13, 1999
- -------------------------------------------------- --------------------------------- ---------------------------------
The International Equity Portfolio April 15, 1999 April 13, 1999
- -------------------------------------------------- --------------------------------- ---------------------------------
The Global Fixed Income Portfolio April 15, 1999 April 13, 1999
- -------------------------------------------------- --------------------------------- ---------------------------------
The Intermediate Fixed Income Portfolio April 15, 1999 April 13, 1999
- -------------------------------------------------- --------------------------------- ---------------------------------
The Mid-Cap Value Equity Portfolio April 15, 1999 April 13, 1999
- -------------------------------------------------- --------------------------------- ---------------------------------
The Labor Select International Equity Portfolio April 15, 1999 April 13, 1999
- -------------------------------------------------- --------------------------------- ---------------------------------
The Real Estate Investment Trust Portfolio April 15, 1999 April 13, 1999
- -------------------------------------------------- --------------------------------- ---------------------------------
The High-Yield Bond Portfolio April 15, 1999 April 13, 1999
- -------------------------------------------------- --------------------------------- ---------------------------------
The Emerging Markets Portfolio April 15, 1999 April 13, 1999
- -------------------------------------------------- --------------------------------- ---------------------------------
The Global Equity Portfolio April 15, 1999 April 13, 1999
- -------------------------------------------------- --------------------------------- ---------------------------------
The Real Estate Investment Trust Portfolio II April 15, 1999 April 13, 1999
- -------------------------------------------------- --------------------------------- ---------------------------------
The Aggregate Fixed Income Portfolio April 15, 1999 April 13, 1999
- -------------------------------------------------- --------------------------------- ---------------------------------
The Diversified Core Fixed Income Portfolio April 15, 1999 April 13, 1999
- -------------------------------------------------- --------------------------------- ---------------------------------
</TABLE>
92
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------- --------------------------------- ---------------------------------
<S> <C> <C> <C> <C>
The Core Equity Portfolio April 15, 1999 April 13, 1999
- -------------------------------------------------- --------------------------------- ---------------------------------
The Small-Cap Growth Equity Portfolio April 15, 1999 April 13, 1999
- -------------------------------------------------- --------------------------------- ---------------------------------
The Balanced Portfolio June 30, 1999 June 30, 1999*
- -------------------------------------------------- --------------------------------- ---------------------------------
The Equity Income Portfolio June 30, 1999 June 30, 1999*
- -------------------------------------------------- --------------------------------- ---------------------------------
The Select Equity Portfolio June 30, 1999 June 30, 1999*
- -------------------------------------------------- --------------------------------- ---------------------------------
The International Small-Cap Portfolio June 30, 1999 June 30, 1999*
- -------------------------------------------------- --------------------------------- ---------------------------------
</TABLE>
*Date approved by the initial shareholder
<PAGE>
The Investment Management Agreement for The International Mid-Cap Sub
Portfolio is dated December 23, 1998 and will be approved by the initial
shareholder prior to commencement of operations. The Investment Management
Agreement for The Small-Cap Value Equity Portfolio is dated March 1, 1999 and
will be approved by the initial shareholder prior to commencement of operations.
The Investment Management Agreement for The Asset Allocation Portfolio is dated
August 31, 1998 and will be approved by the initial shareholder prior to
commencement of operations. The Sub-Advisory Agreement between Delaware and
Lincoln for The Real Estate Investment Trust Portfolio is dated April 15, 1999
and was approved by shareholders on April 13, 1999. The Sub-Advisory Agreement
between Delaware and Lincoln for The Real Estate Investment Trust Portfolio II
is dated as of April 15, 1999 and was approved by shareholders on April 13,
1999. The Sub-Advisory Agreement between Delaware and Delaware International for
the Diversified Core Fixed Income Portfolio is dated April 15, 1999 and was
approved by shareholders on April 13, 1999.
Each Portfolio's Investment Management Agreement has an initial term of
two years and may be renewed after its initial term only so long as such renewal
and continuance are specifically approved at least annually by the Board of
Directors or Trustees, as applicable, or by vote of a majority of the
outstanding voting securities of the Portfolio, and only if the terms of the
renewal thereof have been approved by the vote of a majority of the directors or
trustees of Pooled Trust, Inc. or Foundation Funds who are not parties thereto
or interested persons of any such party, cast in person at a meeting called for
the purpose of voting on such approval. Each Agreement is terminable without
penalty on 60 days' notice by the directors of Pooled Trust, Inc., the trustees
of Foundation Funds or by the investment adviser. Each Agreement will terminate
automatically in the event of its assignment.
As compensation for the services to be rendered under their advisory
agreements, Delaware or, as relevant, Delaware International is entitled to an
advisory fee calculated by applying a quarterly rate, based on the following
annual percentage rates, to the Portfolio's average daily net assets for the
quarter:
Portfolio Rate
The Large-Cap Value Equity Portfolio 0.55%
The Mid-Cap Growth Equity Portfolio 0.80%
The International Equity Portfolio 0.75%
The International Mid-Cap Sub Portfolio 0.75%
The Mid-Cap Value Equity Portfolio 0.75%
The Labor Select International Equity Portfolio 0.75%
The Real Estate Investment Trust Portfolio 0.75%(1)
The Real Estate Investment Trust Portfolio II 0.75%(1)
The Intermediate Fixed Income Portfolio 0.40%
The Aggregate Fixed Income Portfolio 0.40%
The Global Fixed Income Portfolio 0.50%
The International Fixed Income Portfolio 0.50%
The High-Yield Bond Portfolio 0.45%
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<PAGE>
The Emerging Markets Portfolio 1.20%(2)
The Global Equity Portfolio 0.75%(3)
The Diversified Core Fixed Income Portfolio 0.43%(3)
The Asset Allocation Portfolio 0.05%
The Small-Cap Growth Equity Portfolio 0.75%
The Core Equity Portfolio 0.55%
The Small-Cap Value Equity Portfolio 0.75%
The Balanced Portfolio
The Equity Income Portfolio
The Select Equity Portfolio
The International Small-Cap Portfolio
(1) Delaware has entered into a sub-advisory agreement with Lincoln with
respect to The Real Estate Investment Trust Portfolios. As compensation
for its services as sub-adviser to Delaware, Lincoln is entitled to
receive a sub-advisory fee equal to 30% of the investment management fee
under Delaware's Investment Management Agreement with Pooled Trust, Inc.
on behalf of the Portfolio.
(2) Delaware International has elected voluntarily to limit its annual
Investment Advisory Fee to no more than 1.00% of The Emerging Markets
Portfolio's average daily net assets during the period from October 1,
1997 through April 30, 1999. The effect of the current fee waiver of 1.55%
with respect to "Total Operating Expenses" and the 1.00% fee limitation
with respect to The Emerging Markets Portfolio is that the annual
Investment Advisory Fee paid to Delaware International on behalf of that
Portfolio will be an amount equal to the lesser of 1.00% or the amount
necessary to limit "Total Operating Expenses" of the Portfolio (exclusive
of taxes, interest, brokerage commissions and extraordinary expenses) to
no more than 1.55% of average net assets, on an annualized basis. Delaware
International has also voluntarily agreed that the annual Investment
Advisory Fee payable to Delaware International on behalf of The Emerging
Markets Portfolio will not exceed 1.00% unless shareholders of the
Portfolio have been notified of the change to the 1.00% fee limitation at
least one year in advance of such increase.
(3) Delaware has entered into sub-advisory agreements with Delaware
International with respect to The Global Equity Portfolio and The
Diversified Core Fixed Income Portfolio. As compensation for its services
as sub-adviser to Delaware, Delaware International is entitled to receive
sub-advisory fees equal to 50% of the investment management fees under
Delaware's Investment Management Agreement with Pooled Trust, Inc. on
behalf of The Global Equity Portfolio. With respect to The Diversified
Core Fixed Income Portfolio, as compensation for Delaware International's
services as sub-adviser to Delaware, Delaware International is entitled to
receive sub-advisory fees from Delaware an amount equal to the management
fee paid to Delaware times a ratio; the numerator of which is the average
daily net assets represented by foreign assets and the denominator of
which is the average daily net assets of The Diversified Core Fixed Income
Portfolio, such amount to be calculated at the same time and measured over
the same period as the management fee.
Out of the investment advisory fees to which they are otherwise entitled,
Delaware and Delaware International pay their proportionate share of the fees
paid to unaffiliated directors by Pooled Trust, Inc., except that Delaware
International will make no such payments out of the fees it receives from
managing The International Fixed Income, The Emerging Markets, The Labor Select
International Equity, The International Mid-Cap Sub Portfolio and The Global
Equity Portfolios, and Delaware will make no such payments out of the fees it
receives from managing The Mid-Cap Value Equity, The Real Estate Investment
Trust, The High-Yield Bond, The Diversified Core Fixed Income, The Asset
Allocation, The Small-Cap Growth Equity and The Core Equity Portfolios.
Delaware, or as applicable Delaware International, has elected voluntarily
to waive that portion, if any of the annual investment advisory fees payable by
a particular Portfolio and (except with respect to The International Mid-Cap Sub
Portfolio) to pay a Portfolio for its expenses to the extent necessary to ensure
that the expenses of that Portfolio (exclusive of taxes, interest, brokerage
commissions and extraordinary expenses) did not exceed, on an annualized basis,
94
<PAGE>
the following percentages of average daily net assets from the commencement of
operations through April 30, 1999 (unless otherwise noted) :
Portfolio
The Large-Cap Value Equity Portfolio 0.68%
The Mid-Cap Growth Equity Portfolio 0.93%
The International Equity Portfolio 0.96%
The Mid-Cap Value Equity Portfolio 0.89%
The Labor Select International Equity Portfolio 0.96%
The Real Estate Investment Trust Portfolio 0.95%(1)
The Real Estate Investment Trust Portfolio II 0.86%
The Intermediate Fixed Income Portfolio 0.53%
The Aggregate Fixed Income Portfolio 0.53%
The Global Fixed Income Portfolio 0.60%(2)
The International Fixed Income Portfolio 0.60%(3)
The High-Yield Bond Portfolio 0.59%
The Emerging Markets Portfolio 1.55%
The Global Equity Portfolio 0.96%
The Diversified Core Fixed Income Portfolio 0.57%
The Asset Allocation Portfolio 0.15%
The Small-Cap Growth Equity Portfolio 0.89%
The Core Equity Portfolio 0.68%
The Small-Cap Value Equity Portfolio 0.89%
The International Mid-Cap Sub Portfolio 0.85%(4)
The Balanced Portfolio
The Equity Income Portfolio
The Select Equity Portfolio
The International Small-Cap Portfolio
(1) With respect to REIT Fund A Class, REIT Fund B Class, REIT Fund C Class and
REIT Fund Institutional Class and the Real Estate Investment Trust
Portfolio Class of The Real Estate Investment Trust Portfolio, Delaware has
elected voluntarily to waive that portion, if any, of the annual Investment
Advisory Fee payable by such classes and to reimburse each class for its
expenses to the extent necessary to ensure that the expenses of each class
(exclusive of applicable 12b-1 plan expenses, taxes, interest, brokerage
commissions, extraordinary expenses) do not exceed, as a percentage of
average net assets, on an annualized basis, 0.95% during the period
November 11, 1998 through April 30, 1999. From commencement of operations
of the classes through November 11, 1998, expenses were capped at 0.86%.
(2) Delaware International voluntarily elected to waive that portion, if any,
of its annual investment advisory fees and to pay The Global Fixed Income
Portfolio for its expenses to the extent necessary to ensure that the
expenses of that Portfolio (exclusive of taxes, interest, brokerage
commissions and extraordinary expenses) did not exceed, on an annualized
basis, 0.62% as a percentage of average net assets for the period from the
commencement of the public offering for the Portfolio through October 31,
1994. Such waiver was modified effective November 1, 1994 to provide that
such expenses of the Portfolio do not exceed, on an annualized basis, 0.60%
through April 30, 1999.
(3) Delaware International voluntarily elected to waive that portion, if any,
of its annual investment advisory fees and to pay The International Fixed
Income Portfolio for its respective expenses to the extent necessary to
ensure that the expenses of that Portfolio (exclusive of taxes, interest,
brokerage commissions and extraordinary expenses) did not exceed, on an
annualized basis, 0.62% as a percentage of average net assets for the
period from the commencement of the public offering for the Portfolio
through April 30, 1994. Such waiver for The International Fixed Income
95
<PAGE>
Portfolio was modified effective May 1, 1994 to provide that such expenses
of the Portfolio do not exceed, on an annual basis, 0.60% through April 30,
1999.
(4) Delaware International has elected voluntarily to waive that portion, if
any, of its annual investment advisory fees and to pay the International
Mid-Cap Sub Portfolio for its expenses to the extent necessary to ensure
that the total fund operating expenses of that Portfolio (exclusive of
taxes, interest, brokerage commissions, and extraordinary expenses) do not
exceed 0.85% of The Portfolio's average net assets, on an annualized basis
during the period from the commencement of operations through October 31,
1999.
Investment management fees incurred for the last three fiscal years
with respect to each Portfolio follows:
<TABLE>
<CAPTION>
Portfolio October 31, 1998 October 31, 1997 October 31, 1996
<S> <C> <C> <C>
The Large-Cap Value Equity Portfolio $522,423 earned $441,785 earned $343,114 earned
484,387 paid $433,247 paid $328,126 paid
$38,036 waived $8,538 waived $14,988 waived
The Mid-Cap Growth Portfolio $46,880 earned $156,524 earned $214,315 earned
-0- paid $64,669 paid $185,753 paid
$46,880 waived $91,855 waived $28,562 waived
The International Equity Portfolio $4,214,740 paid $3,119,494 paid $1,632,036 paid
The Global Fixed Income Portfolio $2,649,961 earned $1,591,678 earned $762,870 earned
$2,527,013 paid $1,425,392 paid $661,220 paid
$122,948 waived $166,286 waived $101,650 waived
The Labor Select International $658,651 earned $291,778 earned $100,144 earned
Equity Portfolio(1) $613,775 paid $222,760 paid $50,055 paid
$44,876 waived $69,018 waived $50,089 waived
Portfolio October 31, 1998 October 31, 1997 October 31, 1996
The Real Estate Investment $543,001 earned $354,157 earned $153,313 earned
Trust Portfolio(2) 424,875 paid $273,770 paid $127,250 paid
$118,126 waived $80,387 waived $26,063 waived
The Intermediate Fixed Income $119,736 earned $84,846 earned $19,389 earned
Portfolio(3) $-0- paid $18,659 paid $-0- paid
$199,736 waived $66,187 waived $19,389 waived
The High-Yield Bond Portfolio(4) $80,874 earned $27,213 earned N/A
$51,914 paid $13,551 paid
$28,960 waived $13,662 waived
The International Fixed Income $292,924 earned $61,031 earned N/A
Portfolio(5) $251,150 paid $29,230 paid
$41,774 waived $31,801 waived
</TABLE>
96
<PAGE>
<TABLE>
<CAPTION>
Portfolio October 31, 1998 October 31, 1997 October 31, 1996
<S> <C> <C> <C>
The Emerging Markets Portfolio(6) $431,051 earned $89,760 earned N/A
$380,298 paid $54,085 paid
$50,753 $35,675 waived
The Global Equity Portfolio(7) $23,131 earned $941 earned N/A
$23,131 waived $941 waived
The Mid-Cap Value Equity
Portfolio(8) $18,902 earned N/A N/A
$6,388 paid
$12,514 waived
The Aggregate Fixed Income
Portfolio(8) $6,901 earned N/A N/A
$-0- paid
$6,901 waived
The Diversified Core Fixed
Income Portfolio(8) $11,289 earned N/A N/A
$-0- paid
$11,289 waived
The Core Equity Portfolio(9) $1,360 earned N/A N/A
$-0- paid
$1,360 waived
The Small-Cap Growth Equity
Portfolio(9) $2,815 earned N/A N/A
$-0- paid
$12,815
The Small-Cap Value Equity
Portfolio(10) N/A N/A N/A
The Asset Allocation Portfolio(10) N/A N/A N/A
The International Mid-Cap Sub
Portfolio (10) N/A N/A N/A
</TABLE>
(1) Commenced operations on December 19, 1995.
(2) Commenced operations on December 6, 1995.
(3) Commenced operations on March 12, 1996.
(4) Commenced operations on December 2, 1996.
(5) Commenced operations on April 11, 1997.
(6) Commenced operations on April 14, 1997.
(7) Commenced operations on October 15, 1997.
(8) Commenced operations on December 29, 1997.
(9) Commenced operations on September 15, 1998.
(10) Has not commended operations as of the date of this Part B.
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<PAGE>
On October 31, 1998, the total net assets of Pooled Trust, Inc. were
$1,769,284,150 broken down as follows:
The Large-Cap Value Equity Portfolio $117,858,330
The Mid-Cap Growth Equity Portfolio $4,879,498
The International Equity Portfolio $616,228,981
The Global Fixed Income Portfolio $660,740,708
The Labor Select International Equity Portfolio $103,350,327
The Real Estate Investment Trust Portfolio $70,888,256
The Real Estate Investment Trust Portfolio II $5,762,546
The Intermediate Fixed Income Portfolio $30,210,729
The High-Yield Bond Portfolio $20,705,567
The Emerging Markets Portfolio $34,030,343
The Global Equity Portfolio $3,092,554
The International Fixed Income Portfolio $87,996,539
The Diversified Core Fixed Income $3,215,869
The Limited-Term Maturity Portfolio $21,000
The Core Equity Portfolio $2,111,771
The Mid-Cap Value Equity Portfolio $2,724,084
The Small-Cap Growth Equity Portfolio $3,317,805
The Aggregate Fixed Income Portfolio $2,149,243
Delaware and Delaware International are indirect, wholly owned
subsidiaries of Delaware Management Holdings, Inc. ("DMH").
Except for the expenses borne by the investment advisers under their
respective Investment Management Agreements and the distributor under the
Distribution Agreements, each Portfolio is responsible for all of its own
expenses. Among others, these expenses include each Portfolio's proportionate
share of rent and certain other administrative expenses; the investment
management fees; transfer and dividend disbursing agent fees and costs;
custodian expenses; federal and state securities registration fees; proxy costs;
and the costs of preparing prospectuses and reports sent to shareholders.
Distribution and Service
Delaware Distributors, L.P., located at 1818 Market Street,
Philadelphia, PA 19103, serves as the national distributor for each Portfolio
under separate Distribution Agreements dated as follows:
The Large-Cap Value Equity Portfolio April 3, 1995
The Mid-Cap Growth Equity Portfolio April 3, 1995
The Intermediate Fixed Income Portfolio April 3, 1995
The International Equity Portfolio April 3, 1995
The Global Fixed Income Portfolio April 3, 1995
The International Fixed Income Portfolio April 3, 1995
The Real Estate Investment Trust Portfolio November 29, 1995
The Mid-Cap Value Equity Portfolio November 29, 1995
The Labor Select International Equity Portfolio November 29, 1995
The High-Yield Bond Portfolio November 29, 1995
The Emerging Markets Portfolio April 14, 1997
The Global Equity Portfolio October 14, 1997
The Real Estate Investment Trust Portfolio II October 14, 1997
The International Mid-Cap Sub Portfolio December 23, 1998
98
<PAGE>
The Aggregate Fixed Income Portfolio December 24, 1997
The Diversified Core Fixed Income Portfolio December 24, 1997
The Asset Allocation Portfolio August 31, 1998
The Small-Cap Growth Equity Portfolio August 31, 1998
The Core Equity Portfolio August 31, 1998
The Small-Cap Value Equity Portfolio March 1, 1999
The Balanced Portfolio June 30, 1999
The Equity Income Portfolio June 30, 1999
The Select Equity Portfolio June 30, 1999
The International Small-Cap Portfolio June 30, 1999
Delaware Distributors, L.P. is an affiliate of the investment advisers
and bears all of the costs of promotion and distribution.
Delaware Service Company, Inc., an affiliate of Delaware, is Pooled
Trust, Inc.'s shareholder servicing, dividend disbursing and transfer agent for
each Portfolio pursuant to an Amended and Restated Shareholders Services
Agreement dated August 31, 1998. Delaware Service Company, Inc. also provides
accounting services to the Portfolio pursuant to the terms of a separate Fund
Accounting Agreement. Delaware Service Company, Inc.'s principal business
address is 1818 Market Street, Philadelphia, PA 19103. It is also an indirect,
wholly owned subsidiary of DMH.
The Portfolios have authorized one or more brokers to accept on its
behalf purchase and redemption orders in addition to the Transfer Agent. Such
brokers are authorized to designate other intermediaries to accept purchase and
redemption orders on the behalf of the Portfolios. For purposes of pricing, a
Portfolio will be deemed to have received a purchase or redemption order when an
authorized broker or, if applicable, a broker's authorized designee, accepts the
order. Investors may be charged a fee when effecting transactions through a
broker or agent.
OFFICERS AND DIRECTORS
The business and affairs of Pooled Trust, Inc. and Foundation Funds are
managed under the direction of its Board of Directors or Trustees, as
applicable.
As of January 31, 1999, no one account held 25% or more of the
outstanding shares of any of Pooled Trust, Inc.'s Portfolios or Foundation
Funds' portfolios. As of January 31, 1999, the directors and officers of Pooled
Trust, Inc., 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. As of January 31, 1999, the trustees and officers of
Foundation Funds did not hold any shares of the Portfolios.
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<PAGE>
As of January 31, 1999, management believes the following accounts held
of record 5% or more of the outstanding shares of a Portfolio. Management has no
knowledge of beneficial ownership.
Delaware Pooled Trust, Inc.
<TABLE>
<CAPTION>
Portfolio Name and Address of Account Share Amount Percentage
<S> <C> <C> <C>
The Large-Cap Value Northern Trust
Equity Portfolio TRST PHH Group
P.O. Box 92956
Chicago, IL 60675 1,459,392.050 19.22%
Mac & Co.
A/C LNFF5033902
Mutual Funds Operations
P.O. Box 3198
Pittsburgh, PA 15230 552,795.520 7.28%
State of Georgia Employees'
Deferred Compensation Group Trust
200 Piedmont Avenue
Suite 1016 West
Atlanta, GA 30334-9010 509,223.700 6.70%
Amsouth Bank TTEE FBO
Lloyd Nolan Foundation Retirement Plan
Attn: Trust Operations - Mutual Funds
P.O. Box 11426
Birmington, AL 25202 446,047.380 5.87%
Commerce Bank of Kansas City
Trust Burns & McDonnell
Employee Stock Ownership Plan
P.O. Box 419248
Kansas City, MO 64141 419,608.220 5.52%
LaSalle National Bank Trustee
FBO Metz Baking Company
P.O. Box 1443
Chicago, IL 60690-1443 407,638.330 5.37%
</TABLE>
100
<PAGE>
<TABLE>
<CAPTION>
Portfolio Name and Address of Account Share Amount Percentage
<S> <C> <C> <C>
The Large-Cap Value Strafe & Co.
Equity Portfolio For Consolidated Products
Profit Sharing Plan
P.O. Box 160
Westerville, OH 43086 399,800.660 5.26%
Cherrytrust & Co.
FBO Colorado Open Shop
Employers Pension Trust
C/O The Bank of Cherry Creek NA
3033 E. First Ave
Denver, CO 80206 393,644.430 5.18%
The Mid-Cap Crestar Bank
Growth Equity Cust the College of William and Mary
Portfolio P.O. Box 8795
Blow Memorial Hall
Williamsburg, VA 23187 265,017.830 29.78%
NCSC Staff Pension Plan
Defined Benefit
8403 Colesville Rd. Ste 1200
Silver Spring, MD 20910 209,060.000 23.49%
The City of Groton
295 Meridian Street
Groton, CT 06340 160,598.230 18.05%
Philadelphia Association of Zeta Psi
Fraternity U/T/A E W Weil
613 Kirsch Avenue
Wayne, PA 19087 114,717.540 12.89%
Our Sunday Visitor, Inc.
200 Noll Plaza
Huntington, IN 46750 48,396.790 5.44%
The International Norwest Bank Minnesota NA Cust.
Equity Portfolio FBO Father Flanagan's FDN FD
P.O. Box 1533
Minneapolis, MN 55480-1533 3,133,929.620 7.76%
The Salvation Army
Eastern Territory
440 West Nyack Road
West Nyack, NY 10994 2,901,730.180 7.18%
</TABLE>
101
<PAGE>
<TABLE>
<CAPTION>
Portfolio Name and Address of Account Share Amount Percentage
<S> <C> <C> <C> <C>
The Intermediate Byrd & Co
Fixed Income Portfolio c/o First Union National Bank
Mutual Funds Div. Processing PA4905
530 Walnut Street
Philadelphia, PA 19106-3620 408,989.710 20.59%
The City of Groton
295 Meridian Street
Groton, CT 06340 381,104.730 19.19%
Crestar Bank
Cust The College of William and Mary
Room 224 Private Funds Office
Blow Memorial Hall
P.O. Box 8795
Williamsburg, VA 23187 345,525.630 17.39%
Our Sunday Visitor, Inc.
200 Noll Plaza
Huntington, IN 46750-4304 213,718.660 10.76%
Fleet National Bank Trustee
FBO International Terminal
Operating Pension
P.O. Box 92800
Rochester, NY 14692-8900 166,374.830 8.37%
Philadelphia Association of Zeta Psi
Fraternity U/T/A E W Weil
613 Kirsch Avenue
Wayne, PA 19087 153,596.970 7.73%
Iron Workers #28 Pension Fund
501 E. Franklin Street, Suite 206
Richmond, VA 23219-2330 117,070.110 5.89%
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Portfolio Name and Address of Account Share Amount Percentage
<S> <C> <C> <C>
The Global Fixed Public School Retirement System
Income Portfolio of the City of ST Louis
One Mercantile Center
Suite 2607
St Louis, MO 63101 6,912,343.190 11.39%
Bankers Trust Co
FBO SLU Delaware Fund
Attn: Julie Druhe
500 Washington Avenue
St. Louis, MO 63101-1261 4,565,294.280 7.52%
Saxon & Co.
FBO Western Pennsylvania Teamsters
& Employers Pension Fund
P.O. Box 7780-1888
Philadelphia, PA 19183 4,508,997.570 7.43%
Bost & Co.
Mutual Funds Operations
P.O. Box 7780-1888 4,169,273.290 6.87%
Washington Suburban Sanitary Commission
Employees Retirement Plan
14501 Sweitzer Lane
Laurel, MD 20707-5902 3,320,785.370 5.47%
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Portfolio Name and Address of Account Share Amount Percentage
<S> <C> <C> <C>
The International Montgomery County Public Schools
Fixed Income Portfolio Employee's Pension & Retirement System
850 Hungerford Dr. Rm 154
Rockville, MD 20850 1,909,008.550 22.52%
Adventist Health System Sunbelt
Healthcare Corp.- Core
111 N. Orlando Ave.
Winter Park, FL 32789 329,135.120 3.88%
Comerica Bank Trustee
Oakwood Pension Plan
P.O. Box 75000 M/C #3446
Detriot, MI 48275 1,392,537.850 16.43%
El Paso Firemen & Policemen's
Pension Fund Policemen's Division
8201 Lockheed Drive Ste. 229
El Paso, TX 79925 1,260,514.040 14.87%
El Paso Firemen & Policemen's
Pension Fund Policemen's Division
8201 Lockheed Drive Ste. 229
El Paso, TX 79925 787,821.270 9.29%
The Bank of New York ITF Unisource Group Trust
12/29/97 One Wall Street 12th Fl.
New York, NY 10005 779,703.990 9.20%
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Portfolio Name and Address of Account Share Amount Percentage
<S> <C> <C> <C>
The Mid-Cap The Lincoln National Life
Value Equity Portfolio Insurance Company
1300 South Clinton Street
Fort Wayne, IN 46802 358,455.880 99.99%
The Labor Select Maritime Association ILA
International Equity Pension Fund
Portfolio 11550 Fuqua St Ste 425
Houston, TX 77034 2,166,634.150 27.95%
Operating Engineers
LCL 101 Pension
301 E. Armour Blvd. Suite 203
Kansas City, MO 64111 1,058,481.190 13.97%
Carpenters' Pension Fund of
Western Pennsylvania
495 Mansfield Avenue
Pittsburgh, PA 15205-4376 803,435.930 10.61%
Local 25 S.E.I.U. & Participating
Employees Pension Trust
111 W. Jackson Blvd Ste 2102
Chicago, IL 60604 582,772.510 7.69%
Inlandboatmen's Union of the
Pacific National Pension Plan
1220 SW Morrison Street, Suite 300
Portland, OR 97205-222 468,051.550 6.18%
Keystone District Council of Carpenters
Pension Fund
524 S. 22nd Street
Harrisburg, PA 17104 430,607.740 5.68%
Illinois Trust Company
Cust. Plumbers & Steamfitters
Local 137 Pension TR Int'l Portfolio
P.O. Box 4042
Kalamazoo, MI 49003-4042 390,161.280 5.15%
</TABLE>
105
<PAGE>
<TABLE>
<CAPTION>
Portfolio Name and Address of Account Share Amount Percentage
<S> <C> <C> <C>
The Real Estate Charles Schwab & Co, Inc.
Investment Trust Special Custody Account for the
Portfolio A Class Exclusive Benefit of Custodians
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104 158,679.370 13.77%
The High-Yield The Bank of New York ITF
Bond Portfolio Unisource Group Trust 12/29/97
One Wall Street 12th Fl.
New York, NY 10005 741,321.100 33.12%
Schwartz 1996 Charitable Remainder Unitrust
c/o TCS Group, L.L.C.
1200 Shermer Road Suite 212
Northbrook, IL 60062 380,099.630 16.98%
Chicago Trust Co.
FBO Lincoln National Corp.
Employees Retirement Plan
c/o Marshall & Ilsley Trust Co.
P.O. Box 2977
Milwaukee, WI 53201 379,143.080 16.94%
Mac & Co LCWF
Mutual Funds Operations
P.O. Box 3198
Pittsburgh PA 15320 236,958.500 10.58%
Melhorn & Co. FBO Shopmen's
Iron Workers' Union #502 Pension Fund
c/o PNC Bank
1600 Market Street
Lower Level 2
Philadelphia, PA 19103-7240 196,288.640 8.77%
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 136,598.300 6.10%
</TABLE>
106
<PAGE>
<TABLE>
<CAPTION>
Portfolio Name and Address of Account Share Amount Percentage
<S> <C> <C> <C>
The High-Yield Trust Four Hundred Thirty
Bond Portfolio U/A/D 4/2/94
c/o TCS Group, L.L.C.
1200 Shermer Road Suite 212
Northbrook, IL 60062 136,598.300 6.10%
The Emerging Congra Master Pension Trust
Markets Portfolio One Congra Drive
Omaha, NE 68102 1,715,881.890 28.76%
Burlington Northern Santa Fe
Retirement Plan
1700 E. Golf Rd.
Schaumburg, IL 60173 1,048,476.100 17.57%
Father Flanagan's Trust Fund
14100 Crawford St.
Boys Town, NE 68010 925,928.260 15.52%
Mac & Co
Mutual Fund Operations
P.O. Box 3198
Pittsburgh, PA 15230 602,240.900 10.09%
Chicago Trust Company
FBO Lincoln National Corp.
Employees Retirement Trust
1000 N. Water St. TR 4
Milwaukee, WI 53202 562,257.760 9.42%
M.J. Murdock Charitable Trust
703 Broadway, Suite 710
Vancouver, WA 98660-3308 304,705.220 5.10%
The Global Lincoln National Life Insurance Company
Equity Portfolio 1300 S. Clinton Street
Fort Wayne, IN 46802 366,910.330 99.99%
</TABLE>
107
<PAGE>
<TABLE>
<CAPTION>
Portfolio Name and Address of Account Share Amount Percentage
<S> <C> <C> <C>
REIT Fund B Class MLPF&S For the Sole
Benefit of its Customers
4800 Deer Lake Drive E 2nd Fl.
Jacksonville, FL 32246 252,500.400 23.27%
REIT Fund C Class MLPF&S For the Sole
Benefit of its Customers
4800 Deer Lake Drive E 2nd Fl.
Jacksonville, FL 32246 38,306.320 16.77%
REIT Fund DMC Employee Profit Sharing Plan
Institutional Class Delaware Management Company
1818 Market Street
Philadelphia, PA 19103 103,072.280 74.57%
Chase Manhattan Bank C/F
Delaware Group Foundation Funds-
Income Portfolio
Attn: Marisol Gordan-Global Inv. Serv.
3 Metrotech Center, 8th Floor
Brooklyn, NY 11201-3800 31,200.160 22.57%
The Real Estate The Lincoln National Life Insurance Company
Investment Trust 1300 S. Clinton Street
Portfolio Class Fort Wayne, IN 46802 1,381,090.120 42.47%
The Lincoln National Life Insurance Company
1300 S. Clinton Street
Fort Wayne, IN 46802 1,244,394.230 38.27%
American States Insurance Company
500 Meridan Street
Indianapolis, IN 46204 625,797.400 19.24%
</TABLE>
108
<PAGE>
<TABLE>
<CAPTION>
Portfolio Name and Address of Account Share Amount Percentage
<S> <C> <C> <C>
The Real Estate The Philadelphia Orchestra Association
Investment 1420 Locust Street Ste 400
Trust Portfolio II Philadelphia, PA 19103 131,435.140 30.72%
Lincoln National Life Insurance Company
1300 S. Clinton Street
Fort Wayne, IN 46802 130,253.930 30.45%
City of Groton
295 Merdian Street
Groton, CT 06340 75,832.330 17.72%
Marian and Speros Martel
Foundation, Inc.
1001 Fannin Street
Houston, TX 77002 67,053.230 15.67%
Family Health Council, Inc.
Money Purchase Pension Plan
2400 CNG Tower
Pittsburgh, PA 15222 23,138.990 5.40%
The Aggregate Fixed NCSC Staff Pension Plan
Income Portfolio Defined Benefit
8403 Colesville Road, Suite 1200
Silver Spring, MD 20910-6322 408,358.420 57.12%
Lincoln National Life Insurance Company
1300 S. Clinton Street
Fort Wayne, IN 46802 241,287.210 33.75%
NCSC Contract Employees Pension Plan
Defined Contribution
8403 Colesville Road, Suite 1200
Silver Spring, MD 20910-6322 65,147.020 9.11%
The Diversified Core Lincoln National Life Insurance Company
Fixed Income Portfolio 1300 S. Clinton Street
Fort Wayne, IN 46802 394,786.900 99.99%
</TABLE>
109
<PAGE>
<TABLE>
<CAPTION>
Delaware Group Foundation Funds
Portfolio Name and Address of Account Share Amount Percentage
<S> <C> <C> <C>
Income Portfolio RS DMTC 401
A Class Hoag Memorial Hospital Savings Plan
Attn: Retirement Plans
1818 Market Street
Philadelphia, PA 19103-3638 2,072,129.100 95.42%
Income Portfolio NFSC FEBO #OKS-998419
B Class NFSC/FMTC IRA Rollover
FBO Jonathan J. Williams
1122 Sinclair Way 13,691.770 31.42%
NFSC FEBO #OKS-467138
NFSC/FMTC IRA Rollover
FBO Judith Ann Bianco
5012 Alan Court
Carmichael, CA 95608-0916 7,873.490 18.07%
Prudential Securities, Inc., FBO
Mr. Arthur L. Harbin
IRA Rollover Dtd. 6/23/98
725 W. 104th Street
Los Angeles, CA 90044-4405 4,579.180 10.50%
Prudential Securities, Inc., FBO
Mrs. Jamesetta M. Brazile
IRA Dtd. 10/1/98
3523 S. Redondo Blvd.
Los Angeles, CA 90016-5222 3,412.970 7.83%
Prudential Securities, Inc., FBO
Mr. Willie G. Hughes
IRA Rollover dtd. 5/18/98
8812 Priscilla Court
Lanham, MD 20706-3540 2,868.350 6.58%
Prudential Securities, Inc., FBO
Ms. Georgia M. King
IRA Rollover dtd. 5/18/98
8812 Priscilla Court
Lanham, MD 20706-3540 2,868.350 6.58%
NFSC FEBO # BQ7-019119
R. James Benninghoff
5601 Coldwater Road
Fort Wayne, IN 46825-5450 2,508.360 5.75%
</TABLE>
110
<PAGE>
<TABLE>
<CAPTION>
Portfolio Name and Address of Account Share Amount Percentage
<S> <C> <C> <C>
Income Portfolio H. Dale Zimmermann
C Class Norma J. Zimmermann JTWROS
775 Stone Hill Road
Shoemakersville, PA 19555-9046 2,279.970 14.35%
DMTC Custodian for the IRA of
Barbara J. Turner
485 Martic Heights Drive
Holtwood, PA 17532-9683 2,009.030 12.65%
Ruby D. Miller
6451 County Road 407
Millersburg, OH 44654 1,937.180 12.19%
RS DMTC 401K Plan
Shore Line Contruction, Inc.
Attn: Retirement Plans
1818 Market Street
Philadelphia, PA 19103-3638 1,924.350 12.11%
Donaldson Lufkin Jenrette
Securities Corporation, Inc.
P.O. Box 2052
Jersey City, NJ 07303-2052 1,742.830 10.97%
DMTC Custodian for the IRA of
Amos A. Bricker
2754 Mount Pleasant Road
Mount Joy, PA 17552-8728 1,513.110 9.52%
Income Portfolio Delaware Management Business TR-DIA
Institutional Class Attn: Joseph Hastings
1818 Market Street, 16th Floor
Philadelphia, PA 19103-3691 6,057.440 100.00%
Balanced Portfolio RS DMTC 401(k)
A Class Hoag Memorial Hospital Savings Plan
Attn: Retirement Plans
1818 Market Street
Philadelphia, PA 19103-3638 1,992,000.270 87.80%
</TABLE>
111
<PAGE>
<TABLE>
<CAPTION>
Portfolio Name and Address of Account Share Amount Percentage
<S> <C> <C> <C>
Balanced Portfolio Attn: Mutual Funds
B Class BHC Securities Inc.
FAO 45021199
One Commerce Square
2005 Market Street, Suite 1200
Philadelphia, PA 19103-7042 9,160.570 12.12%
Sara A. Anthony
RR 3 Box 137
Kunkletown, PA 18058-9521 9,015.180 11.93%
DMTC C/F The Rollover IRA
of Dewey H. Moon
2832 Fannie Thompson Road
Monroe, GA 30656-3445 5,495.210 7.27%
NFSC FEBO # OKS-998419
NFSC/FMTC IRA Rollover
FBO Jonathan J. Williams
1122 Sinclair Way
Roseville, CA 95747-5814 5,449.860 7.21%
Balanced Portfolio Diabetes Foundation of
C Class Rhode Island, Inc.
1007 Waterman Ave.
East Providence, RI 02914 14,617.580 15.03%
Elaine J. Avery
1789 E. 91 St.
Brooklyn, NY 11236-5405 11,093.350 11.41%
DMTC C/F The Rollover IRA of
Joan F. Sylvander
1757 E. 26th St.
Brooklyn, NY 11229-2405 8,047.930 8.27%
DMTC C/F The Rollover IRA of
Catherine A. Horch
133 Henry St., Apt. 8
Brooklyn, NY 11201-2250 6,473.880 6.65%
DMTC C/F The Rollover IRA of
Josephine Benfatti
2017 Kimball St.
Brooklyn, NY 11234-5021 5,567.450 5.72%
Paul K. Graybill & Grace H. Graybill
Ten ENT
4 Bomberger Road
Lititz, PA 17543-9510 4,997.490 5.14%
</TABLE>
112
<PAGE>
<TABLE>
<CAPTION>
Portfolio Name and Address of Account Share Amount Percentage
<S> <C> <C> <C>
Balanced Portfolio Delaware Management Business TR-DIA
Institutional Class Attn: Joseph Hastings
1818 Market Street, 16th Fl.
Philadelphia, PA 19103-3691 6,009.330 100.00%
Growth Portfolio RS DMTC 401(k) Plan
A Class Hoag Memorial Hospital Savings Plan
Attn: Retirement Plans
1818 Market Street
Philadelphia, PA 19103-3638 1,138,786.940 82.69%
Growth Portfolio DMTC C/F the Rollover IRA of
B Class Louis E. Meador
1301 Camden Place
Lawrenceville, GA 30043-5206 16,762.570 10.66%
DMTC C/F the Beneficiary IRA of
Jeanne Milner
300 Turner Road
Concord, GA 30206-2611 12,279.350 7.81%
NSFC FEBO # BQ5-00540
Carolyn W. Shay
9 North Marsh Rd.
Savannah, GA 31410-1036 8,745.150 5.56%
Growth Portfolio Benuel A. Stoltzfus
C Class Regina Stoltzfus JTWROS
255 California Road
Morgantown, PA 19543-9444 8,209.260 26.72%
RS DMTC 401(k) Plan
Warren S. Kumick, M.D., 401(k) Plan
Attn: Retirement Plans
1818 Market Street
Philadelphia, PA 19103-3638 3,946.470 12.84%
Richard K. Morford
1109 Tall Pines Court
Petoskey, MI 49770-3200 3,336.360 10.86%
RS DMTC 401(k)Plan
Shore Line Construction, Inc.
Attn: Retirement Plans
1818 Market Street
Philadelphia, PA 19103-3638 2,720.870 8.85%
</TABLE>
113
<PAGE>
<TABLE>
<CAPTION>
Portfolio Name and Address of Account Share Amount Percentage
<S> <C> <C> <C>
DMTC Custodian for the IRA of
Roger D. Clinard
2367 Barnsbury Road
East Lansing, MI 48823-7770 1,879.870 6.12%
Growth Portfolio RS DMTC 401(k) Plan
C Class GENFED Federal Credit Union
Attn: Retirement Plans
1818 Market Street
Philadelphia, PA 19103-3638 1,819.210 5.92%
Growth Portfolio Delaware Management Business TR-DIA
Institutional Attn: Joseph Hastings
1818 Market Street, 16th Fl.
Philadelphia, PA 19103-3638 5,962.100 99.99%
</TABLE>
DMH Corp., Delvoy, Inc., Delaware Management Business Trust, Delaware
Management Company (a series of Delaware Management Business Trust), Delaware
Management Company, Inc., Delaware Investment Advisers, (a series of Delaware
Management Business Trust), Delaware Distributors, L.P., Delaware Distributors,
Inc., Delaware Service Company, Inc., Delaware Management Trust Company,
Delaware International Holdings Ltd., Founders Holdings, Inc., Delaware
International Advisers Ltd., Delaware Capital Management, Inc. and Retirement
Financial Services, Inc. are direct or indirect, wholly owned subsidiaries of
Delaware Management Holdings, Inc. ("DMH"). On April 3, 1995, a merger between
DMH and a wholly owned subsidiary of Lincoln National Corporation ("Lincoln
National") was completed. DMH, Delaware and Delaware International are now
indirect, wholly owned subsidiaries, and subject to the ultimate control, of
Lincoln National. Lincoln National, with headquarters in Fort Wayne, Indiana, is
a diversified organization with operations in many aspects of the financial
services industry, including insurance and investment management.
114
<PAGE>
Certain officers and directors of Pooled Trust, Inc. and Foundation
Funds hold identical positions in each of the other funds in the Delaware
Investments family. Directors or Trustees, as applicable, and principal officers
of Pooled Trust, Inc. and Foundation Funds are noted below along with their ages
and their business experience for the past five years. Unless otherwise noted,
the address of each officer and director is One Commerce Square, Philadelphia,
PA 19103.
*Jeffrey J. Nick (46) Chairman, President, Chief Executive
Officer and Director and/or Trustee of
Pooled Trust, Inc., Foundation Funds and
the other 32 investment companies in the
Delaware Investments family, Delaware
Management Company, Inc., Delaware
Management Business Trust, Delvoy, Inc.,
DMH Corp. and Founders Holdings, Inc.
Chairman, Chief Executive Officer and
Director of Delaware Distributors, Inc.,
Delaware International Holdings Ltd.,
Delaware International Advisers Ltd.
Chairman and Chief Executive Officer of
Delaware Management Company (a series of
Delaware Management Business Trust)
Chairman and Director of Delaware Capital
Management, Inc. and Retirement Financial
Services, Inc.
Chairman of Delaware Investment Advisers
(a series of Delaware Management Business
Trust) and Delaware Distributors, L.P.
President, Chief Executive Officer and
Director of Lincoln National Investment
Companies, Inc. and Delaware Management
Holdings, Inc.
Director of Delaware Service Company, Inc.
From 1992 to 1996, Mr. Nick was Managing
Director of Lincoln National UK plc and
from 1989 to 1992, he was Senior Vice
President responsible for corporate
planning and development for Lincoln
National Corporation.
- ----------------------
* Director/Trustee affiliated with the Portfolio's investment manager and
considered an "interested person" as defined in the 1940 Act.
115
<PAGE>
*Wayne A. Stork (61) Director and/or Trustee of Pooled Trust,
Inc. and Foundation Funds and the other 32
investment companies In the Delaware
Investments family
Chairman and Director of Delaware
Management Holdings, Inc.
Prior to January 1, 1999, Mr. Stork was
Director of Delaware Capital Management,
Inc.; Chairman, President and Chief
Executive Officer and Director/Trustee of
DMH Corp., Delaware Distributors, Inc. and
Founders Holdings, Inc.; Chairman,
President, Chief Executive Officer, Chief
Investment Officer and Director/Trustee of
Delaware Management Company, Inc. and
Delaware Management Business Trust;
Chairman, President, Chief Executive
Officer and Chief Investment Officer of
Delaware Management Company (a series of
Delaware Management Business Trust);
Chairman, Chief Executive Officer and
Chief Investment Officer of Delaware
Investment Advisers (a series of Delaware
Management Business Trust); Chairman and
Chief Executive Officer of Delaware
International Advisers Ltd.; Chairman,
Chief Executive Officer and Director of
Delaware International Holdings Ltd.;
Chief Executive Officer of Delaware
Management Holdings, Inc.; President and
Chief Executive Officer of Delvoy, Inc.;
Chairman of Delaware Distributors, L.P.;
Director of Delaware Service Company, Inc.
and Retirement Financial Services, Inc.
In addition, during the five years prior
to January 1, 1999, Mr. Stork has served
in various executive capacities at
different times within the Delaware
organization.
- ----------------------
* Director/Trustee affiliated with the Portfolio's investment manager and
considered an "interested person" as defined in the 1940 Act.
116
<PAGE>
Richard G. Unruh, Jr. (59) Executive Vice President/Chief Investment
Officer of Pooled Trust, Inc., Foundation
Funds, the other 32 investment companies
in the Delaware Investments family,
Delaware Management Holdings, Inc.,
Delaware Management Company (a series of
Delaware Management Business Trust) and
Delaware Capital Management, Inc.
President of Delaware Investment Advisers
(a series of Delaware Management Business
Trust)
Executive Vice President and
Director/Trustee of Delaware Management
Company, Inc. and Delaware Management
Business Trust
Director of Delaware International
Advisers Ltd.
During the past five years, Mr. Unruh has
served in various executive capacities at
different times within the Delaware
organization.
117
<PAGE>
David K. Downes (59) Executive Vice President, Chief Operating
Officer, Chief Financial Officer of Pooled
Trust, Inc., Foundation Funds, the other
32 investment companies in the Delaware
Investments family, Delaware Management
Holdings, Inc., Founders CBO Corporation,
Delaware Capital Management, Inc.,
Delaware Management Company (a series of
Delaware Management Business Trust),
Delaware Investment Advisers (a series of
Delaware Management Business Trust) and
Delaware Distributors, L.P.
Executive Vice President, Chief Financial
Officer, Chief Administrative Officer and
Trustee of Delaware Management Business
Trust
Executive Vice President, Chief Operating
Officer, Chief Financial Officer and
Director of Delaware Management Company,
Inc., DMH Corp., Delaware Distributors,
Inc., Founders Holdings, Inc. and Delvoy,
Inc.
President, Chief Executive Officer, Chief
Financial Officer and Director of Delaware
Service Company, Inc.
President, Chief Operating Officer, Chief
Financial Officer and Director of Delaware
International Holdings Ltd.
Chairman, Chief Executive Officer and
Director of Delaware Management Trust
Company and Retirement Financial Services,
Inc.
Director of Delaware International
Advisers Ltd.
Vice President of Lincoln Funds
Corporation
During the past five years, Mr. Downes has
served in various executive capacities at
different times within the Delaware
organization.
118
<PAGE>
Richard J. Flannery (41) Executive Vice President of Pooled Trust,
Inc., Foundation Funds and the other 32
investment companies in the Delaware
Investments family.
Executive Vice President and General
Counsel of Delaware Management Holdings,
Inc., DMH Corp., Delaware Management
Company, Inc., Delaware Distributors,
L.P., Delaware Management Trust Company,
Delaware Capital Management, Inc.,
Delaware Service Company, Inc., Delaware
Management Company (a series of Delaware
Management Business Trust), Delaware
Investment Advisers (a series of Delaware
Management Business Trust, Founders CBO
Corporation and Retirement Financial
Services, Inc.
Executive Vice President/General Counsel
and Director of Delaware International
Holdings Ltd., Founders Holdings, Inc. and
Delvoy, Inc.
Senior Vice President of Pooled Trust,
Inc., Foundation Funds and each of the
other investment companies in the Delaware
Investments family
Director, HYPPCO Finance Company Ltd.
During the past five years, Mr. Flannery
has served in various executive capacities
at different times within the Delaware
organization.
Walter P. Babich (71) Director and/or Trustee of Pooled Trust,
Inc., Foundation Funds and the other 32
investment companies in the Delaware
Investments family
460 North Gulph Road, King of Prussia, PA
19406
Board Chairman, Citadel Constructors, Inc.
From 1986 to 1988, Mr. Babich was a
partner of Irwin & Leighton and from 1988
to 1991, he was a partner of I&L
Investors.
John H. Durham (61) Director and/or Trustee of Pooled Trust,
Inc., Foundation Funds and 17 other
investment companies in the Delaware
Investments family
Partner, Complete Care Services
120 Gibraltar Road, Horsham, PA 19044
Mr. Durham served as Chairman of the Board
of each fund in the Delaware Investments
family from 1986 to 1991; President of
each fund from 1977 to 1990; and Chief
Executive Officer of each fund from 1984
to 1990. Prior to 1992, with respect to
Delaware Management Holdings, Inc.,
Delaware Management Company, Delaware
Distributors, Inc. and Delaware Service
Company, Inc., Mr. Durham served as a
director and in various executive
capacities at different times.
119
<PAGE>
Anthony D. Knerr (60) Director and/or Trustee of Pooled Trust,
Inc., Foundation Funds and the other 32
investment companies in the Delaware
Investments family
500 Fifth Avenue, New York, NY 10110
Founder and Managing Director, Anthony
Knerr & Associates
From 1982 to 1988, Mr. Knerr was Executive
Vice President/Finance and Treasurer of
Columbia University, New York. From 1987
to 1989, he was also a lecturer in English
at the University. In addition, Mr. Knerr
was Chairman of The Publishing Group,
Inc., New York, from 1988 to 1990. Mr.
Knerr founded The Publishing Group, Inc.
in 1988.
Ann R. Leven (58) Director and/or Trustee of Pooled Trust,
Inc., Foundation Funds and the other 32
investment companies in the Delaware
Investments family
785 Park Avenue, New York, NY 10021
Treasurer, National Gallery of Art
From 1984 to 1990, Ms. Leven was Treasurer
and Chief Fiscal Officer of the
Smithsonian Institution, Washington, DC,
and from 1975 to 1992, she was Adjunct
Professor of Columbia Business School.
W. Thacher Longstreth (78) Director and/or Trustee of Pooled Trust,
Inc., Foundation Funds and the other 32
investment companies in the Delaware
Investments family
City Hall, Philadelphia, PA 19107
Philadelphia City Councilman.
Thomas F. Madison (62) Director and/or Trustee of Pooled Trust,
Inc., Foundation Funds and the other 32
investment companies in the Delaware
Investments family
200 South Fifth Street, Suite 2100,
Minneapolis, Minnesota 55402
President and Chief Executive Officer, MLM
Partners, Inc.
Mr. Madison has also been Chairman of the
Board of Communications Holdings, Inc.
since 1996. From February to September
1994, Mr. Madison served as Vice
Chairman--Office of the CEO of The
Minnesota Mutual Life Insurance Company
and from 1988 to 1993, he was President of
U.S. WEST Communications--Markets.
120
<PAGE>
Charles E. Peck (73) Director and/or Trustee of Pooled Trust,
Inc., Foundation Funds and the other 32
investment companies in the Delaware
Investments family
P.O. Box 1102, Columbia, MD 21044
Secretary/Treasurer, Enterprise Homes,
Inc.
From 1981 to 1990, Mr. Peck was Chairman
and Chief Executive Officer of The Ryland
Group, Inc., Columbia, MD.
Joseph H. Hastings (49) Senior Vice President/Corporate Controller
of Pooled Trust, Inc., Foundation Funds,
the other 32 investment companies in the
Delaware Investments family and Founders
Holdings, Inc.
Senior Vice President/Corporate Controller
and Treasurer of Delaware Management
Holdings, Inc., DMH Corp., Delaware
Management Company, Inc., Delaware
Management Company (a series of Delaware
Management Business Trust), Delaware
Distributors, L.P., Delaware Distributors,
Inc., Delaware Service Company, Inc.,
Delaware Capital Management, Inc.,
Delaware International Holdings Ltd.,
Delvoy, Inc. and Delaware Management
Business Trust
Chief Financial Officer/Treasurer of
Retirement Financial Services, Inc.
Executive Vice President/Chief Financial
Officer/Treasurer of Delaware Management
Trust Company
Senior Vice President/Assistant Treasurer
of Founders CBO Corporation
Treasurer of Lincoln Funds Corporation
During the past five years, Mr. Hastings
has served in various executive capacities
at different times within the Delaware
organization.
121
<PAGE>
Michael P. Bishof (36) Senior Vice President/Treasurer of Pooled
Trust, Inc., Foundation Funds, the other
32 investment companies in the Delaware
Investments family and Founders Holdings,
Inc.
Senior Vice President/Investment
Accounting of Delaware Management Company,
Inc., Delaware Management Company (a
series of Delaware Management Business
Trust) and Delaware Service Company, Inc.
Senior Vice President and
Treasurer/Manager of Investment Accounting
of Delaware Distributors, L.P. and
Delaware Investment Advisers (a series of
Delaware Management Business Trust)
Senior Vice President and Manager of
Investment Accounting of Delaware
International Holdings Ltd.
Assistant Treasurer of Founders CBO
Corporation
Before joining Delaware Investments in
1995, Mr. Bishof was a Vice President for
Bankers Trust, New York, NY from 1994 to
1995, a Vice President for CS First Boston
Investment Management, New York, NY from
1993 to 1994 and an Assistant Vice
President for Equitable Capital Management
Corporation, New York, NY from 1987 to
1993.
122
<PAGE>
George E. Deming (57) Vice President/Senior Portfolio Manager of
The Large-Cap Value Equity Portfolio.
Vice President/Senior Portfolio Manager of
Delaware Investment Advisers (a series of
Delaware Management Business Trust).
Before joining Delaware Investments in
1978, Mr. Deming was responsible for
portfolio management and institutional
sales at White Weld & Co., Inc. He is a
member of the Financial Analysts of
Philadelphia. During the past five years,
Mr. Deming has served in various
capacities at different times within the
Delaware organization.
Gerald S. Frey (52) Vice President/Senior Portfolio Manager of
Pooled Trust, Inc., of the other 33
investment companies in the Delaware
Investments family, Delaware Management
Company (a series of Delaware Management
Business Trust) and Delaware Investment
Advisers (a series of Delaware Management
Business Trust)
Before joining Delaware Investments in
1996, Mr. Frey was a Senior Director with
Morgan Grenfell Capital Management, New
York, NY from 1986 to 1995.
Gary A. Reed (44) Vice President/Senior Portfolio Manager of
Pooled Trust, Inc., of the 33 other
investment companies in the Delaware
Investments family, Delaware Investment
Advisers (a series of Delaware Management
Business Trust), Delaware Management
Company (a series of Delaware Management
Business Trust) and Delaware Capital
Management, Inc.
Vice President/Senior Portfolio Manager of
Delaware Capital Management, Inc.
During the past five years, Mr. Reed has
served in such capacities within the
Delaware organization.
Gerald T. Nichols (40) Vice President/Senior Portfolio Manager of
Pooled Trust, Inc., of the 33 other
investment companies in the Delaware
Investments family, Delaware Investment
Advisers (a series of Delaware Management
Business Trust) and Delaware Management
Company (a series of Delaware Management
Business Trust)
Vice President of Founders Holdings, Inc.
Treasurer/Assistant Secretary and Director
of Founders CBO Corporation.
During the past five years, Mr. Nichols
has served in various capacities at
different times within the Delaware
organization.
123
<PAGE>
Paul A. Matlack (39) Vice President/Senior Portfolio Manager of
Pooled Trust, Inc., of the 33 other
investment companies in the Delaware
Investments family, Delaware Investment
Advisers (a series of Delaware Management
Business Trust) and Delaware Management
Company (a series of Delaware Management
Business Trust)
Vice President of Founders Holdings, Inc.
President and Director of Founders CBO
Corporation.
During the past five years, Mr. Matlack
has served in various capacities at
different times within the Delaware
organization.
Babak Zenouzi (36) Vice President/Senior Portfolio Manager of
Pooled Trust, Inc., of the 33 other
investment companies in the Delaware
Investments family, and Delaware
Management Company (a series of Delaware
Management Business Trust)
Vice President/Assistant Portfolio Manager
of Delaware Investment Advisers.
Before joining Delaware Investments in
1992, Mr. Zenouzi held positions of
Assistant Vice President, Senior Financial
Analyst and Portfolio Accountant for The
Boston Company, Boston, MA from 1986 to
1991.
Roger A. Early (45) Vice President/Senior Portfolio Manager of
Pooled Trust, Inc. and the 33 other
investment companies in the Delaware
Investments family, Delaware Investment
Advisers (a series of Delaware Management
Business Trust) and Delaware Management
Company (a series of Delaware Management
Business Trust)
Before joining Delaware Investments, Mr.
Early was a portfolio manager for
Federated Investment Counseling's
fixed-income group, with over $1 billion
in assets.
Frank X. Morris (37) Vice President/Portfolio Manager of Pooled
Trust, Inc. and the other 33 investment
companies in the Delaware Investments
family
Vice President/Senior Portfolio Manager of
Delaware Management Company (a series of
Delaware Management Business Trust) and
the other 32 investments companies in the
Delaware Investments family, Delaware
Investment Advisers (a series of Delaware
Management Business Trust)
Before joining Delaware Investments in
1997, he served as vice president and
director of equity research at PNC Asset
Management. Mr. Morris is president of the
Financial Analysis Society of Philadelphia
and is a member of the Association of
Investment Management and Research and the
National Association of Petroleum
Investment Analysts.
124
<PAGE>
J. Paul Dokas (38) Vice President/Portfolio Manager of Pooled
Trust, Inc. and Foundation Funds and the
other 32 investment companies in the
Delaware Investments family
Vice President/DIA Equity of Delaware
Investment Advisers (a series of Delaware
Management Business Trust) and Delaware
Management Company (a series of Delaware
Management Business Trust)
Before joining Delaware Investments in
1997, he was a Director of Trust
Investments for Bell Atlantic Corporation
in Philadelphia.
Christopher S. Beck (41) Vice President/Senior Portfolio Manager of
Pooled Trust, Inc. and the other 33
investment companies in the Delaware
Investments family, Delaware Management
Company (a series of Delaware Management
Business Trust) and Delaware Investment
Advisers (a series of Delaware Management
Business Trust)
Before joining Delaware Investments in
1997, Mr. Beck managed the Small Cap Fund
for two years at Pitcairn Trust Company.
Prior to 1995, he was Director of Research
at Cypress Capital Management in
Wilmington and Chief Investment Officer of
the University of Delaware Endowment Fund.
125
<PAGE>
With respect to Pooled Trust, Inc., the following is a compensation
table listing for each director entitled to receive compensation, the aggregate
compensation received from Pooled Trust, Inc. and the total compensation
received from all Delaware Investments funds for the fiscal year ended October
31, 1998 and an estimate of annual benefits to be received upon retirement under
the Delaware Investments Retirement Plan for Directors/Trustees as of October
31, 1998. Only the independent directors of Pooled Trust, Inc. receive
compensation from the Fund.
<TABLE>
<CAPTION>
Pension or Total
Retirement Estimated Compensation
Aggregate Benefits Annual from
Compensation Accrued Benefits Delaware
from Pooled as Part of Upon Investment
Name Trust, Inc. Fund Expenses Retirement(1) Companies(2)
<S> <C> <C> <C>
W. Thacher Longstreth $3,729 None $38,000 $60,384
Ann R. Leven $4,207 None $38,000 $66,499
Walter P. Babich $4,127 None $38,000 $65,384
Anthony D. Knerr $4,127 None $38,000 $65,384
Charles E. Peck $3,729 None $38,000 $60,384
Thomas F. Madison $3,898 None $38,000 $62,467
John H. Durham(3) $2,221 None $31,180 $25,935
</TABLE>
126
<PAGE>
With respect to Foundation Funds, the following is a compensation table
listing for each trustee entitled to receive compensation, the aggregate
compensation expected to be received from Foundation Funds during its fiscal
year and the total compensation expected to be received from all funds in the
Delaware Investments family during the Trust's fiscal year and an estimate of
annual benefits to be received upon retirement under the Delaware Group
Retirement Plan for Directors/Trustees during the Trust's fiscal year. Only the
independent directors of Foundation Funds receive compensation from the Trust.
<TABLE>
<CAPTION>
Pension or Total
Aggregate Retirement Estimated Compensation
Compensation Benefits Annual from
expected to be Accrued Benefits Delaware
received from as Part Upon Investment
the Trust of the Trust Retirement(1) Companies(2)
Name
<S> <C> <C> <C>
W. Thacher Longstreth $ 777 None $38,500 $63,447
Ann R. Leven $ 795 None $38,500 $69,609
Walter P. Babich $ 792 None $38,500 $68,447
Anthony D. Knerr $ 792 None $38,500 $68,447
Charles E. Peck $ 777 None $38,500 $63,447
Thomas F. Madison $ 792 None $38,500 $65,115
John H. Durham(3) $ 777 None $31,180 $24,189
</TABLE>
(1) Under the terms of the Delaware Group Retirement Plan for
Directors/Trustees, each disinterested director/trustee who, at the
time of his or her retirement from the Board, has attained the age of
70 and served on the Board for at least five continuous years, is
entitled to receive payments from each investment company in the
Delaware Investments family for which he or she serves as a director or
trustee for a period equal to the lesser of the number of years that
such person served as a director or trustee or the remainder of such
person's life. The amount of such payments will be equal, on an annual
basis, to the amount of the annual retainer that is paid to
directors/trustees of each investment company at the time of such
person's retirement. If an eligible director/trustee retired as of the
periods noted above for Pooled Trust, Inc. and Foundation Funds, he or
she would be entitled to annual payments totaling the amounts noted
above, in the aggregate, from all of the investment companies in the
Delaware Investments family for which he or she served as director or
trustee, based on the number of investment companies in the Delaware
Investments family as of that date.
(2) Each independent director/trustee (other than John H. Durham) currently
receives a total annual retainer fee of $38,000 for serving as a
director or trustee for all 34 investment companies in Delaware
Investments, plus $3,145 for each Board Meeting attended. John H.
Durham currently receives a total annual retainer fee of $31,180 for
serving as a director or trustee for 19 investment companies in
Delaware Investments, plus $1,810 for each Board Meeting attended. Ann
R. Leven, Walter P. Babich, and Anthony D. Knerr serve on the Fund's
audit committee; Ms. Leven is the chairperson. Members of the audit
committee currently receive additional annual compensation of $5,000
from all investment companies, in the aggregate, with the exception of
the chairperson, who receives $6,000.
(3) John H. Durham joined the Board of Directors/Trustees of Pooled Trust,
Inc. and Foundation Funds and 17 other investment companies in Delaware
Investments on April 16, 1998.
127
<PAGE>
GENERAL INFORMATION
Delaware furnishes investment management services to The Large-Cap
Value Equity, The Mid-Cap Growth Equity, The Intermediate Fixed Income, The
Aggregate Fixed Income, The Mid-Cap Value Equity, The Small Cap Value Equity,
The Real Estate Investment Trust, The High-Yield Bond, The Diversified Core
Fixed Income, The Asset Allocation, The Small-Cap Growth Equity, The Balanced
Portfolio, The Select Equity Portfolio, The Equity Income Portfolio and The Core
Equity Portfolios. Delaware International furnishes similar services to The
International Equity, The International Mid-Cap Sub, The Labor Select
International Equity, The Global Fixed Income, The International Fixed Income,
The Emerging Markets, The International Small-Cap Portfolio and The Global
Equity Portfolios and also serves as sub-adviser to The Diversified Core Fixed
Income Portfolio. Delaware and Delaware International also provide investment
management services to certain of the other funds in the Delaware Investments
family. While investment decisions of the Portfolios are made independently from
those of the other funds and accounts, investment decisions for such other funds
and accounts may be made at the same time as investment decisions for the
Portfolios.
Delaware or Delaware International also manages the investment options
for Delaware-Lincoln Choice Plus and Delaware Medallion (SM) III Variable
Annuities. Choice Plus is issued and distributed by Lincoln National Life
Insurance Company. choice Plus offers a variety of different investment styles
managed by leading money managers. Medallion is issued by Allmerica Financial
Life Insurance and Annuity Company (First Allmerica Financial Life Insurance
Company in New York and Hawaii). Delaware Medallion offers various investment
series ranging from domestic equity funds, international equity and bond funds
and domestic fixed income funds. Each investment series available through Choice
Plus and Medallion utilizes an investment strategy and discipline the same as or
similar to one of the Delaware Investments mutual funds available outside the
annuity. See Delaware Group Premium Fund, Inc., in Appendix B.
Access persons and advisory persons of the Delaware Investments funds,
as those terms are defined in SEC Rule 17j-1 under the 1940 Act, who provide
services to Delaware, Delaware International or their affiliates, are permitted
to engage in personal securities transactions subject to the exceptions set
forth in Rule 17j-1 and the following general restrictions and procedures: (1)
certain blackout periods apply to personal securities transactions of those
persons; (2) transactions must receive advance clearance and must be completed
on the same day as the clearance is received; (3) certain persons are prohibited
from investing in initial public offerings of securities and other restrictions
apply to investments in private placements of securities; (4) opening positions
may only be closed-out at a profit after a 60-day holding period has elapsed;
and (5) the Compliance Officer must be informed periodically of all securities
transactions and duplicate copies of brokerage confirmations and account
statements must be supplied to the Compliance Officer.
The Distributor acts as national distributor for each Portfolio and for
the other mutual funds in the Delaware Investments family. The Distributor
received net commissions from REIT Fund on behalf of Class A Shares, after
reallowances to dealers, as follows:
REIT Fund
Class A Shares
Total
Fiscal Amount of Amounts Net
Year Underwriting Reallowed Commission
Ended Commissions to Dealers to Distributor
----- ----------- ---------- --------------
10/31/98 $254,157 $211,644 $42,513
10/31/97 N/A N/A N/A
10/31/96 N/A N/A N/A
129
<PAGE>
CDSC Payments
The Distributor received no aggregate Limited CDSC payments with
respect to Class A Shares of REIT Fund for fiscal year ended October 31, 1998.
The Distributor received aggregate CDSC payments in the amount of $7,643.30 with
respect to Class B Shares of REIT Fund for fiscal year ended October 31, 1998.
The Distributor received CDSC payments in the amount of $291.26 with respect to
Class C Shares of REIT Fund for fiscal year ended October 31, 1998.
The Transfer Agent, an affiliate of Delaware and Delaware
International, acts as shareholder servicing, dividend disbursing and transfer
agent for the Portfolios and for the other mutual funds in the Delaware
Investments family. The Transfer Agent's compensation for providing services to
the Portfolios of Pooled Trust, Inc. (other than The Real Estate Investment
Trust Portfolio effective October 14, 1997) is $25,000 annually. The Transfer
Agent will bill, and Pooled Trust, Inc. (in the case of The International
Mid-Cap Sub Portfolio, Delaware International) will pay, such compensation
monthly allocated among the current Portfolios (other than The Real Estate
Investment Trust Portfolio) 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.
The Transfer Agent is paid a fee by The Real Estate Investment Trust Portfolio
for providing these services consisting of an annual per account charge of $5.50
plus transaction charges for particular services according to a schedule. The
Transfer Agent is paid a fee by The Asset Allocation Portfolio for providing
these services consisting of an annual per account charge of $11.00 plus
transaction charges for particular services according to a schedule.
Compensation is fixed each year and approved by the Board of Directors/Trustees,
including a majority of the disinterested directors. The Transfer Agent also
provides accounting services to the Portfolios. Those services include
performing all functions related to calculating each Portfolio's net asset value
and providing all financial reporting services, regulatory compliance testing
and other related accounting services. For its services, the Transfer Agent is
paid a fee based on total assets of all funds in the Delaware Investments family
for which it provides such accounting services. Such fee is equal to 0.25%
multiplied by the total amount of assets in the complex for which the Transfer
Agent furnishes accounting services, where such aggregate complex assets are $10
billion or less, and 0.20% of assets if such aggregate complex assets exceed $10
billion. The fees are charged to the Portfolio, including the Portfolios, on an
aggregate pro-rata basis. The asset-based fee payable to the Transfer Agent is
subject to a minimum fee calculated by determining the total number of
investment portfolios and associated classes.
The Asset Allocation, The Small-Cap Growth Equity Portfolio, The Core
Equity Portfolio, The Balanced Portfolio, The Equity Income Portfolio, The
Select Equity Portfolio and The International Small-Cap Portfolio reserves the
right to operate in a "master-feeder" structure, that is, to invest its assets
in another mutual fund with the same investment objective and substantially
similar investment policies as those of the respective Portfolio. Each Portfolio
has no present intention to operate in a master-feeder structure; however,
should the Board of Directors or Trustees approve the implementation of a
master-feeder structure for a Portfolio, shareholders will be notified prior to
the implementation of the new structure.
Lincoln National Corporation Employees' Retirement Trust (the "Trust")
made an investment in The Emerging Markets Portfolio, which could result in the
Trust owning approximately 100% of the outstanding shares of The Emerging
Markets Portfolio. Subject to certain limited exceptions, there would be no
limitation on the Trust's ability to redeem its shares of the Portfolios and it
may elect to do so at any time.
Lincoln National Life Insurance Company ("LNLIC") made an investment in
each of The Global Equity Portfolio, The Real Estate Investment Trust Portfolio,
The Real Estate Investment Trust Portfolio II, The Diversified Core Fixed Income
Portfolio, The Aggregate Fixed Income Portfolio and The Mid-Cap Value Equity
Portfolio, and will make an investment in each of The Asset Allocation, The
Small-Cap Growth Equity Portfolio, The Select Equity, The International
Small-Cap and The Core Equity Portfolio, which could result in LNLIC owning
approximately 100% of the outstanding shares of the respective Portfolios.
Subject to certain limited exceptions, there would be no limitation on LNLIC's
ability to redeem its shares of the Portfolio and it may elect to do so at any
time.
130
<PAGE>
The Manager and its affiliates own the name "Delaware Group." Under
certain circumstances, including the termination of Pooled Trust, Inc.'s or
Foundation Funds' advisory relationship with the Manager or its distribution
relationship with the Distributor, the Manager and its affiliates could cause
Pooled Trust, Inc. or Foundation Funds to delete the words "Delaware Group" from
Pooled Trust, Inc.'s or Foundation Funds' names.
Custody Arrangements
The Chase Manhattan Bank ("Chase"), 4 Chase Metrotech Center, Brooklyn,
NY 11245 serves as custodian for each Portfolio. As custodian, Chase maintains a
separate account or accounts for a Portfolio; receives, holds and releases
portfolio securities on account of a Portfolio; receives and disburses money on
behalf of a Portfolio; and collects and receives income and other payments and
distributions on account of a Portfolio's portfolio securities.
With respect to foreign securities, Chase makes arrangements with
subcustodians who were approved by the directors/trustees of Pooled Trust, Inc.
or, as applicable, Foundation Funds in accordance with Rule 17f-5 of the 1940
Act. In the selection of foreign subcustodians, the directors consider a number
of factors, including, but not limited to, the reliability and financial
stability of the institution, the ability of the institution to provide
efficiently the custodial services required for the Portfolios, and the
reputation of the institutions in the particular country or region.
Capitalization
Pooled Trust, Inc. has a present authorized capitalization of two
billion shares of capital stock with a $.01 par value per share. The Board of
Directors has allocated fifty million shares to each Portfolio.
Foundation Funds currently consists four portfolios of shares.
Foundation Funds has an unlimited authorized number of shares of beneficial
interest with no par value allocated to each portfolio.
While all shares have equal voting rights on matters affecting Pooled
Trust, Inc. or Foundation Funds, as applicable, each Portfolio would vote
separately on any matter which affects only that Portfolio, such as any change
in its own investment objective and policy or action to dissolve a Portfolio and
as otherwise prescribed by the 1940 Act. Shares of each Portfolio have a
priority in that Portfolios' assets, and in gains on and income from the
portfolio of that Portfolio. Shares have no preemptive rights, are fully
transferable and, when issued, are fully paid and nonassessable.
Effective December 24, 1997, the name of The Defensive Equity
Small/Mid-Cap Portfolio was changed to The Mid-Cap Value Equity Portfolio, the
name of The Fixed Income Portfolio was changed to The Intermediate Fixed Income
Portfolio and the name of The Defensive Equity Portfolio was changed to The
Large-Cap Value Equity Portfolio. Effective October 7, 1998, the name of The
Aggressive Growth Portfolio was changed to The Mid-Cap Growth Equity Portfolio.
Effective March 1, 1999, the name of The Growth and Income Portfolio was changed
to The Core Equity Portfolio.
Noncumulative Voting
Portfolio shares have noncumulative voting rights which means that the
holders of more than 50% of the shares of Pooled Trust, Inc. voting for the
election of directors can elect all the directors if they choose to do so, and,
in such event, the holders of the remaining shares will not be able to elect any
directors.
131
<PAGE>
EURO
Several European countries are participating in the European Economic
and Monetary Union, which established a common European currency for
participating countries. This currency is commonly known as the "Euro." Each
participating country replaced its previous currency with the Euro on January 1,
1999. Additional European countries may elect to participate after that date. In
addition, full implementation of the Euro will extend over a period of several
years. Initial implementation of the Euro occurred on January 1, 1999 without
disruption of services provided to the Portfolios. The Portfolio's service
providers cooperated over the implementation weekend and following weeks to
reconcile their records and procedures. Going forward, if a Portfolio is
invested in securities of participating countries or countries that elect to
participate at a later date, it could be adversely affected if the computer
systems used by its applicable service providers are not properly prepared to
handle the implementation of this single currency through completion of the
process or the adoption of the Euro by additional countries in the future.
This Statement of Additional Information does not include all of the
information contained in the Registration Statement which is on file with the
Securities and Exchange Commission.
PERFORMANCE INFORMATION
From time to time, Pooled Trust, Inc. may state each Portfolio's total
return and each Portfolio class' total return in advertisements and other types
of literature. Any statements of total return performance data will be
accompanied by information on the Portfolio's or the Portfolio class' average
annual total rate of return over the most recent one-, five-, and ten-year
periods or life-of-portfolio, as relevant. Pooled Trust, Inc. may also advertise
aggregate and average total return information of each Portfolio and Portfolio
class over additional periods of time.
Average annual total rate of return for each Portfolio and Portfolio
class is based on a hypothetical $1,000 investment that includes capital
appreciation and depreciation during the stated periods. The following formula
will be used for the actual computations:
n
P(1 + T) = ERV
Where: P = a hypothetical initial purchase order of $1,000, after
deduction of the maximum front-end sales charge in the
case of REIT Fund A Class of The Real Estate Investment
Trust Portfolio;
T = average annual total return;
n = number of years;
ERV = redeemable value of the hypothetical $1,000 purchase at
the end of the period, after deduction of the applicable
CDSC, if any, in the case of REIT Fund B Class and REIT
Fund C Class of The Real Estate Investment Trust
Portfolio.
Aggregate or cumulative total return is calculated in a similar manner,
except that the results are not annualized. Each calculation assumes that all
distributions are reinvested at net asset value.
The total return for REIT Fund A Class of The Real Estate Investment
Trust Portfolio at offer reflects the maximum front-end sales charge of 5.75%
paid on the purchase of shares. The total return for REIT Fund A Class at net
asset value (NAV) does not reflect the payment of any front-end sales charge.
The Limited CDSC, applicable only to certain redemptions of those shares, will
not be deducted from any computation of total return. See the Prospectus for
REIT Fund A Class for a description of the Limited CDSC and the limited
instances in which it applies. The Fund may also present total return
information for The Real Estate Investment Trust Portfolio that does not reflect
the deduction of the maximum front-end sales charge with respect to REIT Fund A
Class.
132
<PAGE>
The performance, as shown below, is the average annual total return
quotations for each Portfolio through October 31, 1998, other than The
International Mid-Cap Sub Portfolio, The Asset Allocation Portfolio, The
Small-Cap Value Equity Portfolio, The Small-Cap Growth Equity Portfolio and The
Core Equity Portfolio. Securities prices fluctuated during the period covered
and the past results should not be considered as representative of future
performance.
Average Annual Total Return(1)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
1 year ended 3 years ended 5 years ended
10/31/98 10/31/98 10/31/98 Life of Fund
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
The Large Cap Value Equity Portfolio 13.50% 21.55% 18.36% 18.39%
(Inception 2/3/92)
- ------------------------------------------------------------------------------------------------------------------------------
The International Equity Portfolio 4.96% 11.30% 9.85% 10.83%
(Inception 2/4/92)
- ------------------------------------------------------------------------------------------------------------------------------
The Mid-Cap Growth Equity Portfolio 1.47% 10.59% 10.17% 9.39%
(Inception 2/27/92)
- ------------------------------------------------------------------------------------------------------------------------------
The Global Fixed Income Portfolio 6.28% 9.31% 9.37% 10.81%
(Inception 11/30/92)
- ------------------------------------------------------------------------------------------------------------------------------
The Labor Select International Equity Portfolio 6.18% N/A N/A 13.91%
(Inception 12/19/95)
- ------------------------------------------------------------------------------------------------------------------------------
The Intermediate Fixed Income Portfolio 7.06% N/A N/A 6.92%
(Inception 3/12/96)
- ------------------------------------------------------------------------------------------------------------------------------
The High Yield Bond Portfolio 0.30% N/A N/A 9.16%
(Inception 12/2/96)
- ------------------------------------------------------------------------------------------------------------------------------
The International Fixed Income Portfolio 5.96% N/A N/A 8.46%
(Inception 4/11/97)
- ------------------------------------------------------------------------------------------------------------------------------
The Emerging Markets Portfolio (35.30%) N/A N/A (28.52%)
(Inception 4/14/97)
- ------------------------------------------------------------------------------------------------------------------------------
The Global Equity Portfolio 8.31% N/A N/A 3.30%
(Inception 10/15/97)
- ------------------------------------------------------------------------------------------------------------------------------
The Mid-Cap Growth Equity Portfolio 1.47% 10.59% 10.17% 9.39%
(Inception 2/27/92)
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Certain expenses of the Portfolios have been waived and paid by the
respective investment adviser. In the absence of such waiver and
payment, performance would have been affected negatively.
Average Annual Total Return(1)
The Real Estate Investment Trust Portfolio
The Real Estate Investment Trust Portfolio Class (2)
1 year ended 10/31/98(10.73%)
Period 12/6/95(3)
through10/31/98 18.80%
(1) Certain expenses of the Portfolios have been waived and paid by the
investment adviser. In the absence of such waiver and payment,
performance would have been affected negatively.
(2) Shares of The Real Estate Investment Trust Portfolio class were made
available for sale beginning November 4, 1997. Pursuant to applicable
regulation, total return shown for the class prior to commencement of
operations is that of the original (and then only) class of shares
offered by The Real Estate Investment Trust Portfolio. That original
class has been redesignated REIT Fund A Class. Like The Real Estate
Investment Trust Portfolio class, the original class, prior to its
redesignation, did not carry a front-end sales charge and was not
subject to Rule 12b-1 distribution expenses.
(3) Date of initial sale of the original class (now REIT Fund A Class).
133
<PAGE>
Average Annual Total Return(1)
The Real Estate Investment Trust Portfolio
REIT Fund REIT Fund
A Class(2) A Class(2)
(at Offer) (at NAV)
1 year ended
10/31/98 (16.09%) (10.98%)
Period
12/6/95(3)
through 16.29% 18.69%
10/31/98
(1) Certain expenses of the Portfolios have been waived and paid by the
investment adviser. In the absence of such waiver and payment,
performance would have been affected negatively.
(2) The total return presented above is based upon the performance of the
original (and then only) class of shares offered by The Real Estate
Investment Trust Portfolio, which did not carry a front-end sales
charge and was not subject to Rule 12b-1 distribution expenses. That
original class has been redesignated REIT Fund A Class. Effective
November 4, 1997, a front-end sales charge of 5.75% was imposed on
sales of those shares and effective November 11, 1997, a 12b-1
distribution fee of up to 0.30% has been assessed annually. All
performance numbers for REIT Fund A Class (at Offer) are calculated
giving effect to the sales charge. For periods prior to November 11,
1997, no adjustment has been made to reflect the effect of 12b-1
payments. Performance on and after November 11, 1997 includes the
effect of such 12b-1 payments. REIT Fund A Class is subject to other
expenses (at a higher rate than applicable to the original class) which
may affect performance of the Class.
(3) Date of initial sale of the original class (now REIT Fund A Class).
Pooled Trust, Inc. may also quote each Portfolio's current yield,
calculated as described below, in advertisements and investor communications.
The yield computation is determined by dividing the net investment
income per share earned during the period by the maximum offering price per
share on the last day of the period and annualizing the resulting figure,
according to the following formula:
a--b 6
YIELD = 2[(-------- + 1) -- 1]
cd
Where: a = dividends and interest earned during the period;
b = expenses accrued for the period (net of reimbursements);
c = the average daily number of shares outstanding during the
period that were entitled to receive dividends;
d = the maximum offering price per share on the last day of the
period.
134
<PAGE>
The above formula will be used in calculating quotations of yield,
based on specific 30-day periods identified in advertising by a Portfolio. Yield
quotations are based on the Portfolio's net asset value on the last day of the
period and will fluctuate depending on the period covered. The 30-day yields for
The Global Fixed Income Portfolio and The Intermediate Fixed Income Portfolio as
of October 31, 1998 were 4.35% and 5.34%, respectively. Each yield reflects the
waiver and reimbursement commitment by its investment adviser.
Investors should note that income earned and dividends paid by The
Intermediate Fixed Income Portfolio, The Global Fixed Income Portfolio, The
International Fixed Income Portfolio, The High-Yield Bond Portfolio, The
Aggregate Fixed Income Portfolio and The Diversified Core Fixed Income Portfolio
will also vary depending upon fluctuation in interest rates and performance of
each Portfolio.
The net asset value of these seven Portfolios will fluctuate in value
inversely to movements in interest rates and, therefore, will tend to rise when
interest rates fall and fall when interest rates rise. Likewise, the net asset
value for these Portfolios will vary from day to day depending upon fluctuation
in the prices of the securities held by each Portfolio. Thus, investors should
consider net asset value fluctuation as well as yield in making an investment
decision.
Each Portfolio's total return performance will be computed by adding
all reinvested income and realized securities profits distributions plus the
change in net asset value during a specific period and dividing by the net asset
value at the beginning of the period. The computation will not reflect the
impact of any income taxes payable by shareholders (who are subject to such tax)
on the reinvested distributions included in the calculation. Portfolio shares
are sold without a sales charge, except for REIT Fund A Class, REIT Fund B Class
and REIT Fund C Class of The Real Estate Investment Trust Portfolio. Because
security prices fluctuate, past performance should not be considered as a
representation of the results which may be realized from an investment in the
Portfolios in the future.
Pooled Trust, Inc. may promote the total return performance of The Real
Estate Investment Trust Portfolio II by comparison to the original class (prior
to its redesignation as REIT Fund A Class) of The Real Estate Investment Trust
Portfolio.
From time to time, each Portfolio may also quote its actual total
return performance, dividend results and other performance information in
advertising and other types of literature. This information may be compared to
that of other mutual funds with similar investment objectives and to stock, bond
and other relevant indices or to rankings prepared by independent services or
other financial or industry publications that monitor the performance of mutual
funds. For example, the performance of a Portfolio may be compared to data
prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or to the S&P
500 Index, the Dow Jones Industrial Average, the Morgan Stanley Capital
International (MSCI), Europe, Australia and Far East (EAFE) Index, the MSCI
Emerging Markets Free Index, or the Salomon Brothers World Government Bond
Index. Performance also may be compared to data prepared by Lipper Analytical
Services, Inc., Morningstar, Inc. or the performance of unmanaged indices
compiled or maintained by statistical research firms such as Lehman Brothers or
Salomon Brothers, Inc.
Salomon Brothers and Lehman Brothers are statistical research firms
that maintain databases of international market, bond market, corporate and
government-issued securities of various maturities. This information, as well as
unmanaged indices compiled and maintained by these firms, will be used in
preparing comparative illustrations. In addition, the performance of multiple
indices compiled and maintained by these firms may be combined to create a
blended performance result for comparative purposes. Generally, the indices
selected will be representative of the types of securities in which a Portfolio
may invest and the assumptions that were used in calculating the blended
performance will be described.
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Lipper Analytical Services, Inc. maintains statistical performance
databases, as reported by a diverse universe of independently-managed mutual
funds. Morningstar, Inc. is a mutual fund rating service that rates mutual funds
on the basis of risk-adjusted performance. Rankings that compare a Portfolio's
performance to another fund in appropriate categories over specific time periods
also may be quoted in advertising and other types of literature. The S&P 500 and
the Dow Jones Industrial Average are industry-accepted unmanaged indices of
generally-conservative securities used for measuring general market performance.
Similarly, the MSCI EAFE Index, the MSCI Emerging Markets Free Index, and the
Salomon Brothers World Government Bond Index are industry-accepted unmanaged
indices of equity securities in developed countries and global debt securities,
respectively, used for measuring general market performance. The total return
performance reported for these indices will reflect the reinvestment of all
distributions on a quarterly basis and market price fluctuations. The indices do
not take into account any sales charges or other fees. A direct investment in an
unmanaged index is not possible.
Comparative information on the Consumer Price Index may also be
included in advertisements or other literature. The Consumer Price Index, as
prepared by the U.S. Bureau of Labor Statistics, is the most commonly used
measure of inflation. It indicates the cost fluctuations of a representative
group of consumer goods. It does not represent a return from an investment.
Current interest rate and yield information on government debt
obligations of various durations, as reported weekly by the Federal Reserve
(Bulletin H.15), may also be used. As well, current industry rate and yield
information on all industry available fixed-income securities, as reported
weekly by The Bond Buyer, may also be used in preparing comparative
illustrations.
A Portfolio may also promote its yield and/or total return performance
and use comparative performance information computed by and available from
certain industry and general market research and publications, such as Lipper
Analytical Services, Inc. and Morningstar, Inc.
The performance of multiple indices compiled and maintained by
statistical research firms, such as Morgan Stanley, Salomon Brothers and Lehman
Brothers, may be combined to create a blended performance result for comparative
purposes. Generally, the indices selected will be representative of the types of
securities in which a Portfolio may invest and the assumptions that were used in
calculating the blended performance will be described.
Wellesley Group Inc. is an investment management consulting firm
specializing in investment and market research for endowments and pension plans.
Wellesley Group will be maintaining, on behalf of Pooled Trust, Inc., peer group
comparison composites for each Portfolio. The peer group composites will be
constructed by selecting publicly-offered mutual funds that have investment
objectives that are similar to those maintained by each Portfolio. Wellesley
Group will also be preparing performance analyses of actual Portfolio
performance, and benchmark index exhibits, for inclusion in client quarterly
review packages.
Ibbotson Associates of Chicago, Illinois ("Ibbotson") provides
historical returns of the capital markets in the United States, including common
stocks, small capitalization stocks, long-term corporate bonds,
intermediate-term government bonds, long-term government bonds, Treasury bills,
the U.S. rate of inflation (based on the Consumer Price Index), and combinations
of various capital markets. The performance of these capital markets is based on
the returns of different indices. A Portfolio may use the performance of these
capital markets in order to demonstrate general risk-versus-reward investment
scenarios. Performance comparisons may also include the value of a hypothetical
investment in any of these capital markets. The risks associated with the
security types in any capital market may or may not correspond directly to those
of the Portfolio. A Portfolio may also compare performance to that of other
compilations or indices that may be developed and made available in the future.
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A Portfolio may include discussions or illustrations of the potential
investment goals of a prospective investor (including materials that describe
general principles of investing, such as asset allocation, diversification, risk
tolerance, and goal setting, questionnaires designed to help create a personal
financial profile, worksheets used to project savings needs based on assumed
rates of inflation and hypothetical rates of return and action plans offering
investment alternatives), investment management techniques, policies or
investment suitability of a Portfolio (such as value investing, market timing,
dollar cost averaging, asset allocation, constant ratio transfer, automatic
account rebalancing, the advantages and disadvantages of investing in
tax-deferred and taxable investments or global or international investments),
economic and political conditions, the relationship between sectors of the
economy and the economy as a whole, the effects of inflation and historical
performance of various asset classes, including but not limited to, stocks,
bonds and Treasury bills. From time to time advertisements, sales literature,
communications to shareholders or other materials may summarize the substance of
information contained in shareholder reports (including the investment
composition of a Portfolio), as well as the views as to current market,
economic, trade and interest rate trends, legislative, regulatory and monetary
developments, investment strategies and related matters believed to be of
relevance to a Portfolio. In addition, selected indices may be used to
illustrate historic performance of selected asset classes. The Portfolio may
also include in advertisements, sales literature, communications to shareholders
or other materials, charts, graphs or drawings which illustrate the potential
risks and rewards of investment in various investment vehicles, including but
not limited to, domestic and international stocks, and/or bonds, treasury bills
and shares of a Portfolio. In addition, advertisements, sales literature,
communications to shareholders or other materials may include a discussion of
certain attributes or benefits to be derived by an investment in the Portfolio
and/or other mutual funds, shareholder profiles and hypothetical investor
scenarios, timely information on financial management, tax and retirement
planning (such as information on Roth IRAs and Education IRAs) and investment
alternative to certificates of deposit and other financial instruments. Such
sales literature, communications to shareholders or other materials may include
symbols, headlines or other material which highlight or summarize the
information discussed in more detail therein.
Materials may refer to the CUSIP numbers of a Portfolio and may
illustrate how to find the listings of a Portfolio in newspapers and
periodicals. Materials may also include discussions of other Portfolios,
products, and services.
A Portfolio may quote various measures of volatility and benchmark
correlation in advertising. In addition, the Portfolio may compare these
measures to those of other funds. Measures of volatility seek to compare the
historical share price fluctuations or total returns to those of a benchmark.
Measures of benchmark correlation indicate how valid a comparative benchmark may
be. Measures of volatility and correlation may be calculated using averages of
historical data. A Portfolio may advertise its current interest rate
sensitivity, duration, weighted average maturity or similar maturity
characteristics. Advertisements and sales materials relating to a Portfolio may
include information regarding the background and experience of its portfolio
managers.
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The following tables are an example, for purposes of illustration only,
of cumulative total return performance through October 31, 1998 for each
Portfolio, other than The International Mid-Cap Sub Portfolio, The Asset
Allocation Portfolio and The Small-Cap Value Equity Portfolio. For these
purposes, the calculations assume the reinvestment of any capital gains
distributions and income dividends paid during the indicated periods.
<TABLE>
<CAPTION>
Cumulative Total Return (1)
- ------------------------------------------------------------------------------------------------------------------------------------
3 months 6 months 9 months 1 year 3 years 5 years
ended ended ended ended ended ended Life of Fund
10/31/98 10/31/98 10/31/98 10/31/98 10/31/98 10/31/98
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
The Large Cap Value Equity Portfolio (1.42%) (4.28%) 5.66% 13.50% 79.60% 132.24% 212.22%
(Inception 2/3/92)
- ------------------------------------------------------------------------------------------------------------------------------------
The International Equity Portfolio (5.40%) (5.73%) 3.37% 4.96% 37.89% 59.98% 100.01%
(Inception 2/4/92)
- ------------------------------------------------------------------------------------------------------------------------------------
The Mid-Cap Growth Equity Portfolio (7.67%) (11.08%) 2.76% 1.47% 35.26% 62.32% 82.10%
(Inception 2/27/92)
- ------------------------------------------------------------------------------------------------------------------------------------
The Global Fixed Income Portfolio 6.42% 6.32% 7.02% 6.28% 30.63% 56.50% 83.62%
(Inception 11/30/92)
- ------------------------------------------------------------------------------------------------------------------------------------
The Labor Select International Equity Portfolio (7.15%) (6.82%) 3.31% 6.18% N/A N/A 45.31%
(Inception 12/19/95)
- ------------------------------------------------------------------------------------------------------------------------------------
The Intermediate Fixed Income Portfolio 2.35% 4.07% 4.76% 7.06% N/A N/A 19.32%
(Inception 3/12/96)
- ------------------------------------------------------------------------------------------------------------------------------------
The High Yield Bond Portfolio (9.77%) (7.33%) (4.01%) 0.30% N/A N/A 18.28%
(Inception 12/2/96)
- ------------------------------------------------------------------------------------------------------------------------------------
The International Fixed Income Portfolio 8.14% 7.28% 8.03% 5.96% N/A N/A 13.49%
(Inception 4/11/97)
- ------------------------------------------------------------------------------------------------------------------------------------
The Emerging Markets Portfolio (20.00%) (38.33%) (29.98%) (35.30%) N/A N/A (40.48%)
(Inception 4/14/97)
- ------------------------------------------------------------------------------------------------------------------------------------
The Global Equity Portfolio (3.97%) (5.01%) 4.18% 8.31% N/A N/A 3.47%
(Inception 10/15/97)
- ------------------------------------------------------------------------------------------------------------------------------------
The Real Estate Investment Trust Portfolio II (6.75%) (12.86%) (14.94%) N/A N/A N/A (12.27%)
(Inception 11/4/97)
- ------------------------------------------------------------------------------------------------------------------------------------
The Mid-Cap Value Equity Portfolio (7.10%) (17.35%) (8.75%) N/A N/A N/A (9.18%)
(Inception 12/29/97)
- ------------------------------------------------------------------------------------------------------------------------------------
The Aggregate Fixed Income Portfolio 3.28% 5.18% 6.04% N/A N/A N/A 7.41%
(Inception 12/29/97)
- ------------------------------------------------------------------------------------------------------------------------------------
The Diversified Core Fixed Income Portfolio (0.44%) 2.36% 5.56% N/A N/A N/A 7.18%
(Inception 12/29/97)
- ------------------------------------------------------------------------------------------------------------------------------------
The Core Equity Portfolio N/A N/A N/A N/A N/A N/A 5.53%
(Inception 9/15/98)
- ------------------------------------------------------------------------------------------------------------------------------------
The Small-Cap Growth Equity Portfolio N/A N/A N/A N/A N/A N/A 10.59%
(Inception 9/15/98)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Certain expenses of the Portfolios have been waived and paid by the
respective investment adviser. In the absence of such waiver and
payment, performance would have been affected negatively.
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The cumulative total return for Class A Shares of The Real Estate
Investment Trust Portfolio at offer reflects the maximum front-end sales charge
of 5.75% paid on the purchase of shares. The cumulative total return for Class B
and C Shares of the Real Estate Investment Trust Portfolio including CDSC
reflects the deduction of the applicable CDSC that would be paid if the shares
were redeemed at October 31, 1998. The cumulative total return for Class B and C
Shares excluding CDSC assumes the shares were not redeemed at October 31, 1998
and therefore does not reflect the deduction of a CDSC.
Securities prices fluctuated during the periods covered and past
results should not be considered as representative of future performance.
Cumulative Total Return(1)
The Real Estate Investment Trust Portfolio
The Real Estate Investment Trust Portfolio Class (2)
3 months ended 10/31/98 (6.39%)
6 months ended 10/31/98 (12.32%)
9 months ended 10/31/98 (14.30%)
1 year ended 10/31/98 (10.73%)
Period 12/6/95(3) through 10/31/98 64.94%
(1) Certain expenses of the Portfolio have been waived and paid by the
investment adviser. In the absence of such waiver and payment,
performance would have been affected negatively.
(2) Shares of The Real Estate Investment Trust Portfolio class were made
available for sale beginning October 14, 1997. Pursuant to applicable
regulation, total return shown for the class prior to commencement of
operations is that of the original (and then only) class of shares
offered by The Real Estate Investment Trust Portfolio. That original
class has been redesignated REIT Fund A Class. Like The Real Estate
Investment Trust Portfolio class, the original class, prior to its
redesignation, did not carry a front-end sales charge and was not
subject to Rule 12b-1 distribution expenses.
(3) Date of initial sale of the original class (now REIT Fund A Class).
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<PAGE>
Cumulative Total Return(1)
The Real Estate Investment Trust Portfolio
REIT Fund REIT Fund
A Class nstitutional
(at Offer)(2) Class (3)
3 months ended 10/31/98 (11.83%) (6.39%)
6 months ended 10/31/98 (17.51)(5) (12.32%)
9 months ended 10/31/98 (19.34%) (14.30%)
1 year ended 10/31/98 (16.09%) N/A
Period 12/6/95(4) through 10/31/98 55.02% N/A
Period 11/11/97(3) through10/31/98 N/A 64.94%
(1) Certain expenses of the Portfolio have been waived and paid by the
investment adviser. In the absence of such waiver and payment,
performance would have been affected negatively.
(2) The total return presented above is based upon the performance of the
original (and then only) class of shares offered by The Real Estate
Investment Trust Portfolio, which did not carry a front-end sales
charge and was not subject to Rule 12b-1 distribution expenses. That
original class has been redesignated REIT Fund A Class. Effective
November 4, 1997, a front-end sales charge of 5.75% was imposed on
sales of those shares and effective November 11, 1997, a 12b-1
distribution fee of up to 0.30% has been assessed annually. All
performance numbers for REIT Fund A Class (at Offer) are calculated
giving effect to the sales charge. For periods prior to November 11,
1997, no adjustment has been made to reflect the effect of 12b-1
payments. Performance on and after November 11, 1997 includes the
effect of such 12b-1 payments. REIT Fund A Class is subject to other
expenses (at a higher rate than applicable to the original class) which
may affect performance of the Class.
(3) REIT Fund Institutional Class commenced operations on November 11,
1997.
(4) Date of initial sale of the original class (now REIT Fund A Class).
(5) Cumulative total return at net asset value was 1.68% for the six months
ended October 31, 1998.
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<PAGE>
Cumulative Total Return
The Real Estate Investment Trust Portfolio(1)
<TABLE>
<CAPTION>
REIT Fund REIT Fund REIT Fund REIT Fund
B Class B Class C Class C Class
(including (excluding (including (excluding
CDSC) CDSC) CDSC) CDSC)
<S> <C> <C> <C> <C>
3 months ended 10/31/98 (11.25%) (6.60%) (7.53%) (6.60%)
6 months ended 10/31/98 (17.03%) (12.71%) (13.57%) (12.71%)
9 months ended 10/31/98 (19.11%) (14.91%) (15.75%) (14.91%)
Period 11/11/97 (2) through 10/31/98 (15.31%) (11.31%) (12.11%) (11.31%)
</TABLE>
(1) Certain expenses of the Portfolio have been waived and paid by the
investment adviser. In the absence of such waiver and payment,
performance would have been affected negative
(2) Date of initial sale; total return for this short of a time period may
not be representative of longer term results.
In addition, information will be provided that discusses the overriding
investment philosophies of Delaware Management Company ("Delaware"), (the
investment adviser to The Large-Cap Value Equity, The Mid-Cap Growth Equity, The
Mid-Cap Value Equity, The Real Estate Investment Trust, The Intermediate Fixed
Income, The Aggregate Fixed Income, The High-Yield Bond, The Diversified Core
Fixed Income, The Asset Allocation, The Small-Cap Growth Equity, The Balanced,
The Equity Income, The Select Equity and The Core Equity Portfolios), and
Delaware International Advisers Ltd. ("Delaware International"), (an affiliate
of Delaware and the investment adviser to The International Equity, The
International Mid-Cap Sub, The Labor Select International Equity, The Global
Fixed Income, The International Fixed Income, The Emerging Markets, The
International Small-Cap and The Global Equity Portfolios and the sub-adviser to
The Diversified Core Fixed Income Portfolio) and how those philosophies impact
each Portfolio in the strategies Pooled Trust, Inc. and Foundation Funds employs
in seeking respective Portfolio objectives. Since the investment disciplines
being employed for each Portfolio are based on the disciplines and strategies
employed by an affiliate of Delaware and Delaware International to manage
institutional separate accounts, investment strategies and disciplines of these
entities may also be discussed.
The Large-Cap Value Equity Portfolio's strategy relies on the
consistency, reliability and predictability of corporate dividends. Dividends
tend to rise over time, despite market conditions, and keep pace with rising
prices; they are paid out in "current" dollars. Just as important, current
dividend income can help lessen the effects of adverse market conditions. This
equity dividend discipline, coupled with the potential for capital gains, seeks
to provide investors with a consistently higher total-rate-of-return over time.
In implementing this strategy, the investment adviser seeks to buy securities
with a yield higher than the average of the S&P 500 Index. If a security held by
the Portfolio moves out of the acceptable yield range, it typically is sold.
This strict buy/sell discipline is instrumental in implementing The Large-Cap
Value Equity Portfolio strategy.
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<PAGE>
FINANCIAL STATEMENTS
Ernst & Young LLP serves as independent auditors for Delaware Pooled
Trust, Inc. ("Pooled Trust, Inc.") and, in its capacity as such, audits the
financial statements contained in Pooled Trust, Inc.'s Annual Reports. The Real
Estate Investment Trust, The Real Estate Investment Trust Portfolio II, The
Large-Cap Value Equity (formerly known as The Defensive Equity), The Core Equity
(formerly known as the Growth and Income), The Mid-Cap Growth Equity (formerly
known as The Mid-Cap Growth Equity), The Mid-Cap Value Equity (formerly named
the Small/Mid-Cap Value Equity Portfolio), The Small-Cap Growth Equity, The
Intermediate Fixed Income (formerly known as The Fixed Income ), The Aggregate
Fixed Income, The High-Yield Bond, The Diversified Core Fixed Income, The Global
Equity, The International Equity, The Labor Select International Equity, The
Emerging Markets, The Global Fixed Income, and The International Fixed Income
Portfolios' Statements of Net Assets, Statements of Operations, Statements of
Changes in Net Assets, Financial Highlights and Notes to Financial Statements as
well as the reports of Ernst & Young LLP for the fiscal year ended October 31,
1998 are included in Pooled Trust, Inc.'s Annual Reports to shareholders. The
financial statements, financial highlights, 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.
Ernst & Young LLP serves as the independent auditors for Delaware Group
Foundation Funds and, in its capacity as such, will audit the annual financial
statements of The Asset Allocation Portfolio.
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<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 that
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 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
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<PAGE>
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.
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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APPENDIX B--INVESTMENT OBJECTIVES OF THE FUNDS IN THE DELAWARE INVESTMENTS
FAMILY
Following is a summary of the investment objectives of the funds in the
Delaware Investments family:
Delaware Balanced Fund seeks long-term growth by a balance of capital
appreciation, income and preservation of capital. It uses a dividend-oriented
valuation strategy to select securities issued by established companies that are
believed to demonstrate potential for income and capital growth. Devon Fund
seeks current income and capital appreciation by investing primarily in
income-producing common stocks, with a focus on common stocks the Manager
believes have the potential for above average dividend increases over time.
Trend Fund seeks long-term growth by investing in common stocks issued
by emerging growth companies exhibiting strong capital appreciation potential.
Small Cap Value Fund seeks capital appreciation by investing primarily
in common stocks whose market values appear low relative to their underlying
value or future potential.
DelCap Fund seeks long-term capital growth by investing in common
stocks and securities convertible into common stocks of companies that have a
demonstrated history of growth and have the potential to support continued
growth.
Decatur Equity Income Fund seeks 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. Growth and Income Fund
seeks long-term growth by investing primarily in securities that provide the
potential for income and capital appreciation without undue risk to principal.
Blue Chip Fund seeks to achieve long-term capital appreciation. Current income
is a secondary objective. It seeks to achieve these objectives by investing
primarily in equity securities and any securities that are convertible into
equity securities. Social Awareness Fund seeks to achieve long-term capital
appreciation. It seeks to achieve this objective by investing primarily in
equity securities of medium- to large-sized companies expected to grow over time
that meet the Fund's "Social Criteria" strategy.
Delchester Fund seeks as high a current income as possible by investing
principally in high yield, high risk corporate bonds, and also in U.S.
government securities and commercial paper. Strategic Income Fund seeks to
provide investors with high current income and total return by using a
multi-sector investment approach, investing principally in three sectors of the
fixed-income securities markets: high yield, higher risk securities, investment
grade fixed-income securities and foreign government and other foreign
fixed-income securities. High-Yield Opportunities Fund seeks to provide
investors with total return and, as a secondary objective, high current income.
Corporate Bond Fund seeks to provide investors with total return by investing
primarily in corporate bonds. Extended Duration Bond Fund seeks to provide
investors with total return by investing primarily in corporate bonds
U.S. Government Fund seeks high current income by investing primarily
in long-term debt obligations issued or guaranteed by the U.S. government, its
agencies or instrumentalities.
Limited-Term Government Fund seeks high, stable income by investing
primarily in a portfolio of short- and intermediate-term securities issued or
guaranteed by the U.S. government, its agencies or instrumentalities and
instruments secured by such securities.
Delaware Cash Reserve seeks the highest level of income consistent with
the preservation of capital and liquidity through investments in short-term
money market instruments, while maintaining a stable net asset value.
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Tax-Free Money Fund seeks high current income, exempt from federal
income tax, by investing in short-term municipal obligations, while maintaining
a stable net asset value.
Tax-Free USA Fund seeks high current income exempt from federal income
tax by investing in municipal bonds of geographically-diverse issuers. Tax-Free
Insured Fund invests in these same types of securities but with an emphasis on
municipal bonds protected by insurance guaranteeing principal and interest are
paid when due. Tax-Free USA Intermediate Fund seeks a high level of current
interest income exempt from federal income tax, consistent with the preservation
of capital by investing primarily in municipal bonds.
Tax-Free Pennsylvania Fund seeks a high level of current interest
income exempt from federal and, to the extent possible, certain Pennsylvania
state and local taxes, consistent with the preservation of capital. Tax-Free New
Jersey Fund seeks a high level of current interest income exempt from federal
income tax and New Jersey state and local taxes, consistent with preservation of
capital. Tax-Free Ohio Fund seeks a high level of current interest income exempt
from federal income tax and Ohio state and local taxes, consistent with
preservation of capital.
Foundation Funds are "fund of funds" which invest in other funds in the
Delaware Investments family (referred to as "Underlying Funds"). Foundation
Funds Income Portfolio seeks a combination of current income and preservation of
capital with capital appreciation by investing primarily in a mix of fixed
income and domestic equity securities, including fixed income and domestic
equity Underlying Funds. Foundation Funds Balanced Portfolio seeks capital
appreciation with current income as a secondary objective by investing primarily
in domestic equity and fixed income securities, including domestic equity and
fixed income Underlying Funds. Foundation Funds Growth Portfolio seeks long-term
capital growth by investing primarily in equity securities, including equity
Underlying Funds, and, to a lesser extent, in fixed income securities, including
fixed-income Underlying Funds.
International Equity Fund seeks to achieve long-term growth without
undue risk to principal by investing primarily in international securities that
provide the potential for capital appreciation and income. Global Bond Fund
seeks to achieve current income consistent with the preservation of principal by
investing primarily in global fixed-income securities that may also provide the
potential for capital appreciation. Global Equity Fund seeks to achieve
long-term total return by investing in global securities that provide the
potential for capital appreciation and income. Emerging Markets Fund seeks
long-term capital appreciation by investing primarily in equity securities of
issuers located or operating in emerging countries.
U.S. Growth Fund seeks to maximize capital appreciation by investing
in companies of all sizes which have low dividend yields, strong balance sheets
and high expected earnings growth rates relative to their industry. Overseas
Equity Fund seeks to maximize total return (capital appreciation and income),
principally through investments in an internationally diversified portfolio of
equity securities. New Pacific Fund seeks long-term capital appreciation by
investing primarily in companies which are domiciled in or have their principal
business activities in the Pacific Basin.
Delaware Group Premium Fund, Inc. offers various funds available
exclusively as funding vehicles for certain insurance company separate accounts.
Growth and Income Series seeks the highest possible total rate of return by
selecting issues that exhibit the potential for capital appreciation while
providing higher than average dividend income. Delchester Series seeks as high a
current income as possible by investing in rated and unrated corporate bonds,
U.S. government securities and commercial paper. Capital Reserves Series seeks a
high stable level of current income while minimizing fluctuations in principal
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by investing in a diversified portfolio of short- and intermediate-term
securities. Cash Reserve Series seeks the highest level of income consistent
with preservation of capital and liquidity through investments in short-term
money market instruments. DelCap Series seeks long-term capital appreciation by
investing its assets in a diversified portfolio of securities exhibiting the
potential for significant growth. Delaware Balanced Series seeks a balance of
capital appreciation, income and preservation of capital. It uses a
dividend-oriented valuation strategy to select securities issued by established
companies that are believed to demonstrate potential for income and capital
growth. International Equity Series seeks long-term growth without undue risk to
principal by investing primarily in equity securities of foreign issuers that
provide the potential for capital appreciation and income. Small Cap Value
Series seeks capital appreciation by investing primarily in small-cap common
stocks whose market values appear low relative to their underlying value or
future earnings and growth potential. Emphasis will also be placed on securities
of companies that may be temporarily out of favor or whose value is not yet
recognized by the market. Trend Series seeks long-term capital appreciation by
investing primarily in small-cap common stocks and convertible securities of
emerging and other growth-oriented companies. These securities will have been
judged to be responsive to changes in the market place and to have fundamental
characteristics to support growth. Income is not an objective. Global Bond
Series seeks to achieve current income consistent with the preservation of
principal by investing primarily in global fixed-income securities that may also
provide the potential for capital appreciation. Strategic Income Series seeks
high current income and total return by using a multi-sector investment
approach, investing primarily in three sectors of the fixed-income securities
markets: high-yield, higher risk securities; investment grade fixed-income
securities; and foreign government and other foreign fixed-income securities.
Devon Series seeks current income and capital appreciation by investing
primarily in income-producing common stocks, with a focus on common stocks that
the investment manager believes have the potential for above-average dividend
increases over time. Emerging Markets Series seeks to achieve long-term capital
appreciation by investing primarily in equity securities of issuers located or
operating in emerging countries. Convertible Securities Series seeks a high
level of total return on its assets through a combination of capital
appreciation and current income by investing primarily in convertible
securities. Social Awareness Series seeks to achieve long-term capital
appreciation by investing primarily in equity securities of medium to
large-sized companies expected to grow over time that meet the Series' "Social
Criteria" strategy. REIT Series seeks to achieve maximum long-term total return,
with capital appreciation as a secondary objective, by investing in securities
of companies primarily engaged in the real estate industry.
Delaware-Voyageur US Government Securities Fund seeks to provide a high
level of current income consistent with the prudent investment risk by investing
in U.S. Treasury bills, notes, bonds, and other obligations issued or
unconditionally guaranteed by the full faith and credit of the U.S. Treasury,
and repurchase agreements fully secured by such obligations.
Delaware-Voyageur Tax-Free Arizona Insured Fund seeks to provide a high
level of current income exempt from federal income tax and the Arizona personal
income tax, consistent with the preservation of capital. Delaware-Voyageur
Minnesota Insured Fund seeks to provide a high level of current income exempt
from federal income tax and the Minnesota personal income tax, consistent with
the preservation of capital.
Delaware-Voyageur Tax-Free Minnesota Intermediate Fund seeks to provide
a high level of current income exempt from federal income tax and the Minnesota
personal income tax, consistent with preservation of capital. The Fund seeks to
reduce market risk by maintaining an average weighted maturity from five to ten
years.
Delaware-Voyageur Tax-Free California Insured Fund seeks to provide a
high level of current income exempt from federal income tax and the California
personal income tax, consistent with the preservation of capital.
Delaware-Voyageur Tax-Free Florida Insured Fund seeks to provide a high level of
current income exempt from federal income tax, consistent with the preservation
of capital. The Fund will seek to select investments that will enable its shares
to be exempt from the Florida intangible personal property tax.
Delaware-Voyageur Tax-Free Florida Fund seeks to provide a high level of current
income exempt from federal income tax, consistent with the preservation of
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capital. The Fund will seek to select investments that will enable its shares to
be exempt from the Florida intangible personal property tax. Delaware-Voyageur
Tax-Free Kansas Fund seeks to provide a high level of current income exempt from
federal income tax, the Kansas personal income tax and the Kansas intangible
personal property tax, consistent with the preservation of capital.
Delaware-Voyageur Tax-Free Missouri Insured Fund seeks to provide a high level
of current income exempt from federal income tax and the Missouri personal
income tax, consistent with the preservation of capital. Delaware-Voyageur
Tax-Free New Mexico Fund seeks to provide a high level of current income exempt
from federal income tax and the New Mexico personal income tax, consistent with
the preservation of capital. Delaware-Voyageur Tax-Free Oregon Insured Fund
seeks to provide a high level of current income exempt from federal income tax
and the Oregon personal income tax, consistent with the preservation of capital.
Delaware-Voyageur Tax-Free Utah Fund seeks to provide a high level of current
income exempt from federal income tax, consistent with the preservation of
capital. Delaware-Voyageur Tax-Free Washington Insured Fund seeks to provide a
high level of current income exempt from federal income tax, consistent with the
preservation of capital.
Delaware-Voyageur Tax-Free Arizona Fund seeks to provide a high level
of current income exempt from federal income tax and the Arizona personal income
tax, consistent with the preservation of capital. Delaware-Voyageur Tax-Free
California Fund seeks to provide a high level of current income exempt from
federal income tax and the California personal income tax, consistent with the
preservation of capital. Delaware-Voyageur Tax-Free Iowa Fund seeks to provide a
high level of current income exempt from federal income tax and the Iowa
personal income tax, consistent with the preservation of capital.
Delaware-Voyageur Tax-Free Idaho Fund seeks to provide a high level of current
income exempt from federal income tax and the Idaho personal income tax,
consistent with the preservation of capital. Delaware-Voyageur Minnesota High
Yield Municipal Bond Fund seeks to provide a high level of current income exempt
from federal income tax and the Minnesota personal income tax primarily through
investment in medium and lower grade municipal obligations. National High Yield
Municipal Fund seeks to provide a high level of income exempt from federal
income tax, primarily through investment in medium and lower grade municipal
obligations. Delaware-Voyageur Tax-Free New York Fund seeks to provide a high
level of current income exempt from federal income tax and the personal income
tax of the state of New York and the city of New York, consistent with the
preservation of capital. Delaware-Voyageur Tax-Free Wisconsin Fund seeks to
provide a high level of current income exempt from federal income tax and the
Wisconsin personal income tax, consistent with the preservation of capital.
Delaware-Voyageur Tax-Free Colorado Fund seeks to provide a high level
of current income exempt from federal income tax and the Colorado personal
income tax, consistent with the preservation of capital.
Aggressive Growth Fund seeks long-term capital appreciation, which the
Fund attempts to achieve by investing primarily in equity securities believed to
have the potential for high earnings growth. Although the Fund, in seeking its
objective, may receive current income from dividends and interest, income is
only an incidental consideration in the selection of the Fund's investments.
Growth Stock Fund has an objective of long-term capital appreciation. The Fund
seeks to achieve its objective from equity securities diversified among
individual companies and industries. Tax-Efficient Equity Fund seeks to obtain
for taxable investors a high total return on an after-tax basis. The Fund will
attempt to achieve this objective by seeking to provide a high long-term
after-tax total return through managing its portfolio in a manner that will
defer the realization of accrued capital gains and minimize dividend income.
Delaware-Voyageur Tax-Free Minnesota Fund seeks to provide a high level
of current income exempt from federal income tax and the Minnesota personal
income tax, consistent with the preservation of capital. Delaware-Voyageur
Tax-Free North Dakota Fund seeks to provide a high level of current income
exempt from federal income tax and the North Dakota personal income tax,
consistent with the preservation of capital.
For more complete information about any of the funds in the Delaware
Investments family, including charges and expenses, you can obtain a prospectus
from the Distributor. Read it carefully before you invest or forward funds.
Each of the summaries above is qualified in its entirety by the
information contained in the Portfolio's prospectus(es).
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PART C
Other Information
Item 23. Exhibits
(a) Articles of Incorporation.
(1) 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.
(2) Articles Supplementary (January 14, 1997) incorporated into this
filing by reference to Post-Effective Amendment No. 14 filed
January 16, 1997.
(3) Articles Supplementary (April 4, 1997) to be filed by Amendment.
(4) Articles Supplementary (April 14, 1997) incorporated into this
filing by reference to Post-Effective Amendment No. 16 filed May
23, 1997.
(5) Articles Supplementary (October 10, 1997) incorporated into this
filing by reference to Post-Effective Amendment No. 20 filed
October 24, 1997.
(6) Articles of Amendment (October 10, 1997) incorporated into this
filing by reference to Post-Effective Amendment No. 20 filed
October 24, 1997.
(7) Articles Supplementary (December 24, 1997) to be filed by
Amendment.
(8) Articles of Amendment (December 24, 1997) to be filed by
Amendment.
(9) Articles of Supplementary (August 26, 1998) incorporated into this
filing by reference to Post-Effective Amendment No. 26 filed March
1, 1999.
(10) Articles of Amendment (October 7, 1998) to be filed by Amendment.
(11) Articles of Amendment (February 9, 1999) attached as Exhibit.
(12) Articles Supplementary (February 24, 1999) attached as Exhibit.
(13) Articles of Amendment (February 24, 1999) attached as Exhibit.
(14) Form of Articles Supplementary ( February 1999) incorporated into
this filing by reference to Post-Effective Amendment No. 26 filed
March 1, 1999.
(15) Form of Articles of Amendment (March 1999) to be filed by
Amendment.
(16) Form of Articles of Supplementary (March 1999) to be filed by
Amendment.
(17) Form of Articles of Amendment (June 1999) to be filed by
Amendment.
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<PAGE>
Part C - Other Information
(continued)
(18) Form of Articles of Supplementary (June 1999) to be filed by
Amendment.
(b) By-Laws. By-Laws, as amended to date, incorporated into this filing by
reference to Post-Effective Amendment No. 8 filed September 15, 1995.
(c) Instruments Defining the Rights of Security Holders.
(1) Articles of Incorporation and Articles Supplementary.
(i) 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.
(ii) Article Fourth of Articles Supplementary (November 28,
1995) incorporated into this filing by reference to
Post-Effective Amendment No. 9 filed November 24, 1995.
(iii) Article Second of Articles Supplementary (April 14, 1997)
incorporated into this filing by reference to
Post-Effective Amendment No. 16 filed May 23, 1997.
(iv) Article Fourth of Articles Supplementary (October 9, 1997)
incorporated into this filing by reference to
Post-Effective Amendment No. 20 filed October 24, 1997.
(v) Article Fourth of Articles of Amendment (October 9, 1997)
incorporated into this filing by reference to
Post-Effective Amendment No. 20 filed October 24, 1997.
(vi) Article Third of Articles Supplementary (1997) incorporated
into this filing by reference to Post-Effective Amendment
No. 21 filed December 23, 1997.
(2) 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.
(d) Investment Management Agreements.
(1) Executed Investment Management Agreements between Delaware
Management Company, Inc. and the Registrant on behalf of The
Defensive Equity (renamed The Large-Cap Value Equity), The
Aggressive Growth (renamed The Mid-Cap Growth Equity), The Fixed
Income (renamed The Intermediate 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.
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<PAGE>
Part C - Other Information
(continued)
(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.
(3) Executed Investment Management Agreements between Delaware
Management Company, Inc. and the Registrant on behalf of The
Defensive Equity Small/Mid-Cap (renamed The Mid-Cap Value Equity),
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.
(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.
(5) Executed Investment Management Agreement (April 14, 1997) between
Delaware International Advisers Ltd. and the Registrant on behalf
of The Emerging Markets Portfolio incorporated into this filing by
reference to Post-Effective Amendment No. 17 filed August 1, 1997.
(6) Executed Investment Management Agreement (October 14, 1997)
between Delaware International Advisers Ltd. and the Registrant on
behalf of The Global Equity Portfolio incorporated into this
filing by reference to Post-Effective Amendment No. 26 filed March
1, 1999.
(7) Executed Investment Management Agreement (October 14, 1997)
between Delaware Management Company, Inc. and the Registrant on
behalf of The Real Estate Investment Trust Portfolio II
incorporated into this filing by reference to Post-Effective
Amendment No. 26 filed March 1, 1999.
(8) Executed Investment Management Agreement (December 24, 1997)
between Delaware Management Company, Inc. and the Registrant on
behalf of The Aggregate Fixed Income Portfolio incorporated into
this filing by reference to Post-Effective Amendment No. 26 filed
March 1, 1999.
(9) Executed Investment Management Agreement (December 24, 1997)
between Delaware Management Company, Inc. and the Registrant on
behalf of The Diversified Core Fixed Income Portfolio incorporated
into this filing by reference to Post-Effective Amendment No. 26
filed March 1, 1999.
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<PAGE>
Part C - Other Information
(continued)
(10) Executed Investment Management Agreement (December 24, 1997)
between Delaware Management Company, Inc. and the Registrant on
behalf of The Small/Mid-Cap Value Equity Portfolio (renamed The
Mid-Cap Value Equity Portfolio) attached as Exhibit.
(11) Form of Investment Management Agreement (1998) between Delaware
Management Company and the Registrant on behalf of The Small-Cap
Growth Equity Portfolio incorporated into this filing by reference
to Post-Effective Amendment No. 22 filed June 17, 1998.
(12) Form of Investment Management Agreement (1998) between Delaware
Management Company and the Registrant on behalf of The Growth and
Income Portfolio incorporated into this filing by reference to
Post-Effective Amendment No. 22 filed June 17, 1998.
(13) 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.
(14) Executed Sub-Advisory Agreement (October 14, 1997) between
Delaware International Advisers Ltd. and Delaware Management
Company, Inc. on behalf of The Global Equity Portfolio
incorporated into this filing by reference to Post-Effective
Amendment No. 26 filed March 1, 1999.
(15) Form of Sub-Advisory Agreement (1997) between Delaware Management
Company, Inc. and Lincoln Investment Management, Inc. on behalf of
The Real Estate Investment Trust Portfolio II incorporated into
this filing by reference to Post-Effective Amendment No. 20 filed
October 24, 1997.
(16) Form of Sub-Advisory Agreement (1997) between Delaware Management
Company, Inc. and Delaware International Advisers Ltd. on behalf
of The Diversified Core Fixed Income Portfolio incorporated into
this filing by reference to Post-Effective Amendment No. 21 filed
December 21, 1997.
(17) Form of Investment Management Agreement (1999) between Delaware
Management Company and the Registrant on behalf of The Small-Cap
Value Equity Portfolio incorporated into this filing by reference
to Post-Effective Amendment No. 26 filed March 1, 1999.
(18) Form of Investment Management Agreement (1999) between Delaware
Management Company and the Registrant on behalf of The Balanced
Portfolio, The Equity Income Portfolio and The Select Equity
Portfolio attached as Exhibit.
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<PAGE>
Part C - Other Information
(continued)
(19) Form of Investment Management Agreement (1999) between Delaware
International Advisers Ltd. and the Registrant on behalf of The
International Small-Cap Portfolio attached as Exhibit.
(e) (1) Distribution Agreements.
(i) Form of Distribution Agreements (April 1995) between
Delaware Distributors, L.P. and the Registrant on behalf of
The Defensive Equity (renamed The Large-Cap Value Equity),
The Aggressive Growth (renamed The Mid-Cap Growth Equity),
The International Equity, The Global Fixed Income, The
Fixed Income (renamed The Intermediate Fixed Income) and
The International Fixed Income Portfolios incorporated into
this filing by reference to Post-Effective Amendment No. 9
filed October 24, 1995.
(ii) Form of Distribution Agreements (November 1995) between
Delaware Distributors, L.P. and the Registrant on behalf of
The Defensive Equity Small/Mid-Cap (renamed The Mid-Cap
Value Equity), 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 October 24, 1995.
(iii) Executed Distribution Agreement (April 14, 1997) between
Delaware Distributors, L.P. and the Registrant on behalf of
The Emerging Markets Portfolio incorporated into this
filing by reference to Post-Effective Amendment No. 17
filed August 1, 1997.
(iv) Executed Distribution Agreement (October 14, 1997) between
Delaware Distributors, L.P. and the Registrant on behalf of
The Global Equity Portfolio incorporated into this filing
by reference to Post-Effective Amendment No. 26 filed March
1, 1999.
(v) Executed Distribution Agreement (October 14, 1997) between
Delaware Distributors, L.P. and the Registrant on behalf of
The Real Estate Investment Trust Portfolio II incorporated
into this filing by reference to Post-Effective Amendment
No. 26 filed March 1, 1999.
(vi) Executed Amended and Restated Distribution Agreement
(October 14, 1997) for The Real Estate Investment Trust
Portfolio incorporated into this filing by reference to
Post-Effective Amendment No. 26 filed March 1, 1999.
(vii) Executed Distribution Agreement (December 24, 1997) between
Delaware Distributors, L.P. and the Registrant on behalf of
The Aggregate Fixed Income Portfolio incorporated into this
filing by reference to Post-Effective Amendment No. 26
filed March 1, 1999.
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<PAGE>
Part C - Other Information
(continued)
(viii) Executed Distribution Agreement (December 24, 1997) between
Delaware Distributors, L.P. and the Registrant on behalf of
The Diversified Core Fixed Income Portfolio incorporated
into this filing by reference to Post-Effective Amendment
No. 26 filed March 1, 1999.
(ix) Form of Distribution Agreement (1998) between Delaware
Distributors, L.P. and the Registrant on behalf of The
Small-Cap Growth Equity Portfolio incorporated into this
filing by reference to Post-Effective Amendment No. 22
filed June 17, 1998.
(x) Form of Distribution Agreement (1998) between Delaware
Distributors, L.P. and the Registrant on behalf of The
Growth and Income Portfolio incorporated into this filing
by reference to Post-Effective Amendment No. 22 filed June
17, 1998.
(xi) Form of Distribution Agreement (1998) between Delaware
Distributors, L.P. and the Registrant on behalf of The
Small-Cap Value Equity Portfolio incorporated into this
filing by reference to Post-Effective Amendment No. 26
filed March 1, 1999.
(xii) Form of Distribution Agreement (1998) between Delaware
Distributors, L.P. and the Registrant on behalf of The
Balanced Portfolio, The Equity Income Portfolio, The Select
Equity Portfolio and The International Small-Cap Portfolio
attached as Exhibit.
(2) Administration and Service Agreement. Form of Administration and
Service Agreement (as amended November 1995) (Module) incorporated
into this filing by reference to Post-Effective Amendment No. 17
filed August 1, 1997.
(3) Dealer's Agreement. Dealer's Agreement (as amended November 1995)
(Module) incorporated into this filing by reference to
Post-Effective Amendment No. 17 filed August 1, 1997.
(4) Mutual Fund Agreement for the Delaware Group of Funds (as amended
November 1995) (Module) incorporated into this filing by reference
to Post-Effective Amendment No. 17 filed August 1, 1997.
(f) Bonus, Profit Sharing, Pension Contracts.
(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.
(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.
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<PAGE>
Part C - Other Information
(continued)
(g) Custodian Agreements.
(1) Executed Custodian Agreement (1996) between the Registrant and The
Chase Manhattan Bank incorporated into this filing by reference to
Post-Effective Amendment No. 12 filed August 23, 1996.
(2) Form of Securities Lending Agreement (1996) between the Registrant
and The Chase Manhattan Bank incorporated into this filing by
reference to Post-Effective Amendment No. 12 filed August 23,
1996.
(3) Amendment to Custodian Agreement (1997) between the Registrant and
The Chase Manhattan Bank incorporated into this filing by
reference to Post-Effective Amendment No. 21 filed December 23,
1997.
(4) Letter (April 14, 1997) to add The Emerging Markets Portfolio to
the Custodian Agreement between the Registrant and The Chase
Manhattan Bank incorporated into this filing by reference to
Post-Effective Amendment No. 22 filed June 17, 1998.
(5) Letter (October 14, 1997) to add The Global Equity Portfolio and
The Real Estate Investment Trust Portfolio II to the Custodian
Agreement between the Registrant and The Chase Manhattan Bank
incorporated into this filing by reference to Post-Effective
Amendment No. 22 filed June 17, 1998.
(6) Letter (December 24, 1997) to add The Aggregate Fixed Income
Portfolio and The Diversified Core Fixed Income Portfolio to the
Custodian Agreement between the Registrant and The Chase Manhattan
Bank incorporated into this filing by reference to Post-Effective
Amendment No. 22 filed June 17, 1998.
(7) Form of letter to add The Small-Cap Growth Equity Portfolio and
The Growth and Income Portfolio to the Custodian Agreement between
the Registrant and The Chase Manhattan Bank incorporated into this
filing by reference to Post-Effective Amendment No. 22 filed June
17, 1998.
(8) Form of letter to add The Large-Cap Value Equity Portfolio, The
Aggressive Growth Portfolio (renamed The Mid-Cap Growth Equity
Portfolio), The Intermediate Fixed Income Portfolio and The
Small/Mid-Cap Value Equity Portfolio (renamed The Mid-Cap Value
Equity Portfolio) to the Custodian Agreement between the
Registrant and The Chase Manhattan Bank incorporated into this
filing by reference to Post-Effective Amendment No. 26 filed
March 1, 1999.
(9) Form of letter to add The Balanced Portfolio, The Equity Income
Portfolio, The Select Equity Portfolio and The International
Small-Cap Portfolio to the Custodian Agreement between the
Registrant and The Chase Manhattan Bank attached as Exhibit.
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<PAGE>
Part C - Other Information
(continued)
(h) Other Material Contracts.
(1) Executed Fourth Amended and Restated Shareholders Services
Agreement (April 1997) between Delaware Service Company, Inc. and
the Registrant on behalf of each Portfolio incorporated into this
filing by reference to Post-Effective Amendment No. 17 filed
August 1, 1997.
(2) Form of Fifth Amended and Restated Shareholders Services Agreement
(October 1997) between Delaware Service Company, Inc. and the
Registrant on behalf of each Portfolio incorporated into this
filing by reference to Post-Effective Amendment No. 20 filed
October 24, 1997.
(3) Form of Sixth Amended and Restated Shareholders Services Agreement
(1997) between Delaware Service Company, Inc. and the Registrant
on behalf of each Portfolio incorporated into this filing by
reference to Post-Effective Amendment No. 21 filed December 23,
1997.
(4) Form of Seventh Amended and Restated Shareholder Services
Agreement (1998) between Delaware Service Company, Inc. and the
Registrant on behalf of each Portfolio incorporated into this
filing by reference to Post-Effective Amendment No. 22 filed June
17, 1998.
(5) Form of Eighth Amended and Restated Shareholder Services Agreement
(1999) between Delaware Service Company, Inc. and the Registrant
on behalf of each Portfolio incorporated into this filing by
reference to Post-Effective Amendment No. 26 filed March 1, 1999.
(6) Form of Ninth Amended and Restated Shareholder Services Agreement
(1999) between Delaware Service Company, Inc. and the Registrant
on behalf of each Portfolio attached as Exhibit.
(7) Executed Delaware Group of Funds Fund Accounting Agreement (August
19, 1996) between Delaware Service Company, Inc. and the
Registrant on behalf of each Fund incorporated into this filing by
reference to Post-Effective Amendment No. 16 filed May 23, 1997.
(i) Form of Amendment No. 14 (March 1999) to Delaware Group of
Funds Fund Accounting Agreement incorporated into this
filing by reference to Post-Effective Amendment No. 26
filed March 1, 1999.
(ii) Form of Amendment No. 15 (June 1999) to Delaware Group of
Funds Fund Accounting Agreement attached as Exhibit.
(i) Legal Opinion. Incorporated into this filing by reference to
Post-Effective Amendment No. 26 filed March 1, 1999.
(j) Consent of Auditors. Incorporated into this filing by reference to
Post-Effective Amendment No. 26 filed March 1, 1999.
(k) Inapplicable.
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<PAGE>
Part C - Other Information
(continued)
(l) Inapplicable.
(m) Plan Under Rule 12b-1.
(1) Executed 12b-1 Plan for REIT Fund Class A attached as Exhibit.
(2) Executed 12b-1 Plan for REIT Fund Class B attached as Exhibit.
(3) Executed 12b-1 Plan for REIT Fund Class C attached as Exhibit.
(n) Financial Data Schedules. Incorporated into this filing by reference to
Post- Effective Amendment No. 26 filed March 1, 1999.
(o) Plan under Rule 18f-3.
(1) Form of Rule 18f-3 Plan incorporated into this filing by reference
to Post-Effective Amendment No. 20 filed October 24, 1997.
(2) Amended Appendix A to Rule 18f-3 Plan incorporated into this
filing by reference to Post-Effective Amendment No. 20 filed
October 24, 1997.
(p) Other: Directors' Power of Attorney.
(1) Incorporated into this filing by reference to Post-Effective
Amendment No. 21 filed December 23, 1997 and Post-Effective
Amendment No. 22 filed June 17, 1998.
(2) Power of Attorney for Jan R. Yeomans attached as Exhibit.
Item 24. Persons Controlled by or under Common Control with Registrant. None.
Item 25. Indemnification. Incorporated into this filing by reference to initial
Registration Statement filed May 31, 1991.
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<PAGE>
Part C - Other Information
(continued)
Item 26. Business and Other Connections of Investment Adviser.
(a) Delaware Management Company, a series of Delaware Management Business
Trust, (the "Manager") serves as investment manager to the Registrant and also
serves as investment manager or sub-adviser to certain of the other funds in the
Delaware Investments family (Delaware Group Equity Funds I, Inc., Delaware Group
Equity Funds II, Inc., Delaware Group Equity Funds III, Inc., Delaware Group
Equity Funds IV, Inc., Delaware Group Equity Funds V, Inc., Delaware Group
Government Fund, Inc., Delaware Group Income Funds, Inc., Delaware Group
Limited-Term Government Funds, Inc., Delaware Group Cash Reserve, Inc., Delaware
Group Tax-Free Fund, Inc., Delaware Group State Tax-Free Income Trust, 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., Delaware Group Foundation Funds, Voyageur Intermediate
Tax-Free Funds, Inc., Voyageur Tax-Free Funds, Inc., Voyageur Funds, Inc.,
Voyageur Insured Funds, Inc., Voyageur Investment Trust, Voyageur Investment
Trust II, Voyageur Mutual Funds, Inc., Voyageur Mutual Funds II, Inc., Voyageur
Mutual Funds III, Inc., Voyageur Arizona Municipal Income Fund, Inc., Voyageur
Colorado Insured Municipal Income Fund, Inc., Voyageur Florida Insured Municipal
Income Fund, Voyageur Minnesota Municipal Fund, Inc., Voyageur Minnesota
Municipal Fund II, Inc. and Voyageur Minnesota Municipal Fund III, Inc.). In
addition, certain officers of the Manager also serve as directors/trustees of
the other funds in the Delaware Investments family, and certain officers are
also officers of these other funds. A company indirectly owned by the Manager's
indirect parent company acts as principal underwriter to the mutual funds in the
Delaware Investments family (see Item 29 below) and another such company acts as
the shareholder services, dividend disbursing, accounting servicing and transfer
agent for all of the mutual funds in the Delaware Investments family.
The following persons serving as officers of the Manager have held the
following positions during the past two years. The business address of each is
1818 Market Street, Philadelphia, PA 19103.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Name and Positions and Offices with Delaware Management Company and its affiliates
Principal and other Positions and Offices Held
Business
Address
- ----------------------------------------------------------------------------------------------------
<S> <C>
Jeffrey J. Nick(1) Chairman and Chief Executive Officer of Delaware Management Company (a series
of Delaware Management Business Trust); President, Chairman of the Board and
Director of Delaware Management Holdings, Inc.; President, Chairman of the
Board, Chief Executive Officer and Director of DMH Corp.; President, Chairman
of the Board, Chief Executive Officer and Director of Delvoy, Inc.; Chairman of
the Board, Chief Executive Officer and Director of Delaware Management Company,
Inc.; Chairman of the Board, President and Chief Executive Officer and Trustee
of Delaware Management Business Trust; Chairman of the Board of Delaware
Investment Advisers (a series of Delaware Management Business Trust); Director
of Delaware Service Company, Inc.; Chairman and Director of Delaware Capital
Management, Inc.; Director of Retirement Financial Services, Inc.; Chairman,
Chief Executive Officer and Director of Delaware Distributors, Inc.; Chairman
of the Board of Delaware Distributors, L.P.; Chairman, Chief Executive Officer
and Director of Delaware International Holdings Ltd.; Chairman, Chief Executive
Officer and Director of Delaware International Advisers Ltd; Chairman,
President, Chief Executive Officer and Director of Founders Holdings, Inc.;
Chairman, President, Chief Executive Officer and Director of each fund in the
Delaware Investments family.
President, Chief Executive Officer and Director of Lincoln National Investment
Companies, Inc. and Delaware Management Holdings, Inc.; Director of Vantage
Global Advisors, Inc. and Lynch & Mayer Inc.
</TABLE>
-16-
<PAGE>
Part C - Other Information
(continued)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Name and Positions and Offices with Delaware Management Company and its affiliates
Principal and other Positions and Offices Held
Business
Address
- ----------------------------------------------------------------------------------------------------
<S> <C>
David K. Downes President of Delaware Management Company (a series of Delaware Management
Business Trust); Executive Vice President, Chief Operating Officer and Chief
Financial Officer of Delaware Management Holdings, Inc.; Executive Vice
President, Chief Operating Officer, Chief Financial Officer and Director of DMH
Corp.; Executive Vice President, Chief Operating Officer, Chief Financial
Officer and Director of Delvoy, Inc.; President and Director of Delaware
Management Company, Inc.; Executive Vice President, Chief Operating Officer,
Chief Financial Officer and Trustee of Delaware Management Business Trust;
Executive Vice President, Chief Operating Officer and Chief Financial Officer
of Delaware Investment Advisers (a series of Delaware Management Business
Trust); Chairman, President, Chief Executive Officer and Director of Delaware
Service Company, Inc.; President, Chief Executive Officer and Director of
Delaware Capital Management, Inc.; Chairman and Director of Retirement
Financial Services, Inc.; Chairman and Director of Delaware Management Trust
Company; Executive Vice President, Chief Operating Officer, Chief Financial
Officer and Director of Delaware Distributors, Inc.; Executive Vice President,
Chief Operating Officer and Chief Financial Officer of Delaware Distributors,
L.P.; President, Chief Operating Officer, Chief Financial Officer and Director
of Delaware International Holdings Ltd.; Director of Delaware International
Advisers Ltd.; Executive Vice President, Chief Operating Officer, Chief
Financial Officer and Director of Founders Holdings, Inc.; Executive Vice
President, Chief Operating Officer and Chief Financial Officer of Founders CBO
Corporation; Executive Vice President, Chief Operating Officer and Chief
Financial Officer of each fund in the Delaware Investments family.
Chief Executive Officer and Director of Forewarn, Inc. since 1993, 8 Clayton
Place, Newtown Square, PA
- -----------------------------------------------------------------------------------------------------
Richard J. Flannery Executive Vice President and General Counsel of Delaware Management Company (a
series of Delaware Management Business Trust); Executive Vice President and
General Counsel of Delaware Management Holdings, Inc.; Executive Vice
President, General Counsel and Director of DMH Corp.; Executive Vice President,
General Counsel and Director of Delvoy, Inc.; Executive Vice President, General
Counsel and Director of Delaware Management Company, Inc.; Executive Vice
President, General Counsel and Trustee of Delaware Management Business Trust;
Executive Vice President and General Counsel of Delaware Investment Advisers (a
series of Delaware Management Business Trust); Executive Vice President,
General Counsel and Director of Delaware Service Company, Inc.; Executive Vice
President, General Counsel and Director of Delaware Capital Management, Inc.;
Executive Vice President, General Counsel and Director of Retirement Financial
Services, Inc.; Executive Vice President, General Counsel and Director of
Delaware Management Trust Company; Executive Vice President, General Counsel
and Director of Delaware Distributors, Inc.; Executive Vice President and
General Counsel of Delaware Distributors, L.P.; Executive Vice President,
General Counsel and Director of Delaware International Holdings Ltd.; Director
of Delaware International Advisers Ltd.; Executive Vice President, General
Counsel and Director of Founders Holdings, Inc.; Executive Vice President and
General Counsel of Founders CBO Corporation; Executive Vice President of each
fund in the Delaware Investments family.
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
</TABLE>
-17-
<PAGE>
Part C - Other Information
(continued)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Name and Positions and Offices with Delaware Management Company and its affiliates
Principal and other Positions and Offices Held
Business
Address
- ----------------------------------------------------------------------------------------------------
<S> <C>
Richard G. Unruh Executive Vice President, Chief Investment Officer/ DMC Equity of Delaware
Management Company (a series of Delaware Management Business Trust); Executive
Vice President of Delaware Management Holdings, Inc.; Executive Vice President
and Trustee of Delaware Management Business Trust; Chief Executive Office,
Chief Investment Officer/DIA Equity of Delaware Investment Advisers (a series
of Delaware Management Business Trust; Executive Vice President of Delaware
Capital Management, Inc.; Director of Delaware Investment Advisers Ltd.;
Executive Vice President, Chief Investment Officer/Equity of each fund in the
Delaware Investments family.
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
- ----------------------------------------------------------------------------------------------------
Douglas L. Anderson Senior Vice President/Operations of Delaware Management Company (a series of
Delaware Management Business Trust; Senior Vice President/Operations of
Delaware Service Company, Inc.; Senior Vice President/Operations of Retirement
Financial Services, Inc.; Senior Vice President/Operations of Delaware
Management Trust Company.
- ----------------------------------------------------------------------------------------------------
Michael P. Bishof Senior Vice President, Treasurer/Investment Accounting of Delaware Management
Company (a series of Delaware Management Business Trust); Senior Vice
President, Treasurer/Investment Accounting of Delaware Investment Advisers (a
series of Delaware Management Business Trust); Senior Vice President/Investment
Accounting of Delaware Service Company, Inc.; Senior Vice President/Investment
Accounting of Delaware Capital Management, Inc.; Senior Vice President,
Treasurer/Investment Accounting of Delaware Distributors, L.P.; Senior Vice
President, Manager of Investment Accounting of Delaware International Holdings
Ltd.; Senior Vice President, Treasurer/Investment Accounting of Founders
Holdings, Inc.; Senior Vice President and Assistant Treasurer of Founders CBO
Corporation; Senior Vice President and Treasurer of each fund in the Delaware
Investments family.
- ----------------------------------------------------------------------------------------------------
George M. Senior Vice President and Secretary of Delaware Management Company (a series of
Chamberlain, Jr. Delaware Management Business Trust); Senior Vice President and Secretary of
Delaware Management Holdings, Inc.; Senior Vice President and Secretary of DMH
Corp.; Senior Vice President and Secretary of Delvoy, Inc.; Senior Vice
President and Secretary of Delaware Management Company, Inc.; Senior Vice
President and Secretary of Delaware Management Business Trust; Senior Vice
President and Secretary of Delaware Investment Advisers (a series of Delaware
Management Business Trust); Senior Vice President and Secretary of Delaware
Service Company, Inc.; Senior Vice President and Secretary of Delaware Capital
Management, Inc.; Senior Vice President and Secretary of Retirement Financial
Services, Inc.; Executive Vice President, Secretary and Director of Delaware
Management Trust Company; Senior Vice President and Secretary of Delaware
Distributors, Inc.; Senior Vice President and Secretary of Delaware
Distributors, L.P.; Senior Vice President of Delaware International Holdings
Ltd; Senior Vice President, Secretary and Director of Founders Holdings, Inc.;
Senior Vice President, Corporate Secretary and General Counsel of each fund in
the Delaware Investments family.
- ----------------------------------------------------------------------------------------------------
Robert J. DiBraccio Senior Vice President/Head of Equity Trading of Delaware Management Company (a
series of Delaware Management Business Trust); Senior Vice President/Head of
Equity Trading of Delaware Investment Advisers (a series of Delaware Management
Business Trust); Senior Vice President/Head of Equity Trading of Delaware
Capital Management, Inc.
- ----------------------------------------------------------------------------------------------------
John B. Fields Senior Vice President/Senior Portfolio Manager of Delaware Management Company
(a series of Delaware Management Business Trust); Trustee of Delaware
Management Business Trust; Senior Vice President/Senior Portfolio Manager of
Delaware Investment Advisers (a series of Delaware Management Business Trust);
Senior Vice President/Senior Portfolio Manager of Delaware Capital Mangement,
Inc.; Senior Vice President/Senior Portfolio Manager of each fund in the
Delaware Investments family.
</TABLE>
-18-
<PAGE>
Part C - Other Information
(continued)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Name and Positions and Offices with Delaware Management Company and its affiliates
Principal and other Positions and Offices Held
Business
Address
- ----------------------------------------------------------------------------------------------------
<S> <C>
Susan L. Hanson Senior Vice President/Global Marketing and Client Services of Delaware
Management Company (a series of Delaware Management Business Trust); Senior
Vice President/Global Marketing and Client Services of Delaware Investment
Advisers (a series of Delaware Management Business Trust)
- ----------------------------------------------------------------------------------------------------
Joseph H. Hastings Senior Vice President/Treasurer/Corporate Controller of Delaware Management
Company (a series of Delaware Management Business Trust); Senior Vice
President/Treasurer/Corporate Controller of Delaware Management Holdings, Inc.;
Senior Vice President/Treasurer/Corporate Controller of DMH Corp; Senior Vice
President/Treasurer/Corporate Controller of Delvoy, Inc.; Senior Vice
President/Treasurer/Corporate Controller of Delaware Management Company, Inc.;
Senior Vice President/Treasurer/Corporate Controller of Delaware Management
Business Trust; Senior Vice President/Treasurer/Corporate Controller of
Delaware Service Company, Inc.; Senior Vice President/Treasurer/Corporate
Controller of Delaware Capital Management, Inc.; Senior Vice
President/Treasurer/Corporate Controller of Retirement Financial Services,
Inc.; Executive Vice President/Corporate Controller/Treasurer of Delaware
Management Trust Company; Senior Vice President/Treasurer/Corporate Controller
of Delaware Distributors, L.P.; Senior Vice President/Treasurer/Corporate
Controller of Delaware International Holdings; Senior Vice
President/Treasurer/Corporate Controller of Founders Holdings, Inc.; Senior
Vice President/ Assistant Treasurer Founders CBO Corporation; Senior Vice
President/Corporate Controller of each fund in the Delaware Investments family
- ----------------------------------------------------------------------------------------------------
Joanne O. Hutcheson Senior Vice President/Human Resources of Delaware Management Company (a series
of Delaware Management Business Trust); Senior Vice President/Human Resources
of Delaware Management Holdings, Inc.; Senior Vice President/Human Resources of
DMH Corp.; Senior Vice President/Human Resources of Delvoy, Inc.; Senior Vice
President/Human Resources of Delaware Management Company, Inc.; Senior Vice
President/Human Resources of Delaware Management Business Trust; Senior Vice
President/Human Resources of Delaware Investment Advisers (a series of Delaware
Management Business Trust); Senior Vice President/Human Resources of Delaware
Service Company, Inc.; Senior Vice President/Human Resources of Delaware
Capital Management, Inc.; Senior Vice President/Human Resources of Delaware
Retirement Financial Services, Inc.; Senior Vice President/Human Resources of
Delaware Management Trust Company; Senior Vice President/Human Resources of
Delaware Distributors, Inc.; Senior Vice President/Human Resources of Delaware
Distributors, L.P.; Senior Vice President/Human Resources of each fund in the
Delaware Investments family.
- ----------------------------------------------------------------------------------------------------
Richelle S. Maestro Senior Vice President, Assistant Secretary and Deputy General Counsel of
Delaware Management Company (a series of Delaware Management Business Trust);
Senior Vice President, Assistant Secretary and Deputy General Counsel of
Delaware Management Holdings, Inc.; Senior Vice President, Assistant Secretary
and Deputy General Counsel of DMH Corp.; Senior Vice President, Assistant
Secretary and Deputy General Counsel of Delvoy, Inc.; Senior Vice President,
Assistant Secretary and Deputy General Counsel of Delaware Management Company,
Inc.; Senior Vice President, Assistant Secretary and Deputy General Counsel of
Delaware Management Business Trust; Senior Vice President, Assistant Secretary
and Deputy General Counsel of Delaware Investment Advisers (a series of
Delaware Management Business Trust); Senior Vice President, Assistant Secretary
and Deputy General Counsel of Delaware Service Company, Inc.; Senior Vice
President, Assistant Secretary and Deputy General Counsel of Delaware Capital
Management, Inc.; Senior Vice President, Assistant Secretary and Deputy General
Counsel of Retirement Financial Services, Inc.; Senior Vice President,
Assistant Secretary and Deputy General Counsel of Delaware Distributors, Inc.;
Senior Vice President, Assistant Secretary and Deputy General Counsel of
Delaware Distributors, L.P.; Senior Vice President, Secretary and Deputy
General Counsel of Delaware International Holdings Ltd.; Senior Vice President,
Assistant Secretary and Deputy General Counsel of Founders Holdings, Inc.;
Secretary of Founders CBO Corporation; Senior Vice President, Assistant
Secretary and Deputy General Counsel of each fund in the Delaware Investments
family.
General Partner of Tri-R Associates since 1989, 10001 Sandmeyer Lane,
Philadelphia, PA.
-19-
</TABLE>
<PAGE>
Part C - Other Information
(continued)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Name and Positions and Offices with Delaware Management Company and its affiliates
Principal and other Positions and Offices Held
Business
Address
- ----------------------------------------------------------------------------------------------------
<S> <C>
Eric E. Miller Senior Vice President, Assistant Secretary and Deputy General Counsel of
Delaware Management Company (a series of Delaware Management Business Trust);
Senior Vice President, Assistant Secretary and Deputy General Counsel of
Delaware Management Holdings, Inc.; Senior Vice President, Assistant Secretary
and Deputy General Counsel of DMH Corp.; Senior Vice President, Assistant
Secretary and Deputy General Counsel of Delvoy, Inc.; Senior Vice President,
Assistant Secretary and Deputy General Counsel of Delaware Management Company,
Inc.; Senior Vice President, Assistant Secretary and Deputy General Counsel of
Delaware Management Business Trust; Senior Vice President, Assistant Secretary
and Deputy General Counsel of Delaware Investment Advisers (a series of
Delaware Management Business Trust); Senior Vice President, Assistant Secretary
and Deputy General Counsel of Delaware Service Company, Inc.; Senior Vice
President, Assistant Secretary and Deputy General Counsel of Delaware Capital
Management, Inc.; Senior Vice President, Assistant Secretary and Deputy General
Counsel of Retirement Financial Services, Inc.; Senior Vice President,
Assistant Secretary and Deputy General Counsel of Delaware Distributors, Inc.;
Senior Vice President, Assistant Secretary and Deputy General Counsel of
Delaware Distributors, L.P.; Senior Vice President, Assistant Secretary and
Deputy General Counsel of Founders Holdings, Inc.; Senior Vice President,
Assistant Secretary and Deputy General Counsel of each fund in the Delaware
Investments family.
- ----------------------------------------------------------------------------------------------------
James L. Shields Senior Vice President, Chief Information Officer of Delaware Management Company
(a series of Delaware Management Business Trust); Senior Vice President, Chief
Information Officer of Delaware Investment Advisers (a series of Delaware
Management Business Trust); Senior Vice President, Chief Information Officer of
Delaware Service Company, Inc.; Senior Vice President, Chief Information
Officer of Delaware Capital Management Company, Inc.; Senior Vice President,
Chief Information Officer of Retirement Financial Services, Inc.; Senior Vice
President, Chief Information Officer of Delaware Distributors, L.P.
- ----------------------------------------------------------------------------------------------------
Christopher S. Vice President/Business Manager, Equity of Delaware Management Company (a
Adams series of Delaware Management Business Trust); Vice President/Business Manager,
Equity of Delaware Investment Advisers (a series of Delaware Management
Business Trust)
- ----------------------------------------------------------------------------------------------------
Robert L. Arnold Vice President/Portfolio Manager of Delaware Management Company (a series of
Delaware Management Business Trust); Vice President/Portfolio Manager of
Delaware Investment Advisers (a series of Delaware Management Business Trust);
Vice President/Portfolio Manager of Delaware Capital Management, Inc., Vice
President/Portfolio Manager of each fund in the Delaware Investments family.
- ----------------------------------------------------------------------------------------------------
Marshall T. Vice President/Portfolio Manager of Delaware Management Company (a series of
Bassett(2) Delaware Management Business Trust); Vice President/Portfolio Manager of
Delaware Investment Advisers (a series of Delaware Management Business Trust);
Vice President/Portfolio Manager of each fund in the Delaware Investments
family.
- ----------------------------------------------------------------------------------------------------
Christopher S. Vice President/Senior Portfolio Manager of Delaware Management Company (a
Beck(3) series of Delaware Management Business Trust); Vice President/Senior Portfolio
Manager of Delaware Investment Advisers (a series of Delaware Management
Business Trust); Vice President/Senior Portfolio Manager of each fund in the
Delaware Investments family.
Trustee of New Castle County Pension Board since October 1992, Wilmington DE.
- ---------------------------------------------------------------------------------------------------
Richard E. Beister Vice President/Trading Operations of Delaware Management Company (a series of
Delaware Management Business Trust)
</TABLE>
-20-
<PAGE>
Part C - Other Information
(continued)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Name and Positions and Offices with Delaware Management Company and its affiliates
Principal and other Positions and Offices Held
Business
Address
- ----------------------------------------------------------------------------------------------------
<S> <C>
Lisa O. Brinkley Vice President/Compliance Director of Delaware Management Company (a series of
Delaware Management Business Trust); Vice President/Compliance Director of
Delaware Management Holdings, Inc.; Vice President/Compliance Director of DMH
Corp.; Vice President/Compliance Director of Delvoy, Inc.; Vice
President/Compliance Director of Delaware Management Company, Inc.; Vice
President/Compliance Director of Delaware Management Business Trust; Vice
President/Compliance Director of Delaware Investment Advisers (a series of
Delaware Management Business Trust); Vice President/Compliance Director of
Delaware Service Company, Inc.; Vice President/Compliance Director of Delaware
Capital Management, Inc.; Vice President/Compliance Director of Retirement
Financial Services, Inc.; Vice President/Compliance Director/Assistant
Secretary of Delaware Management Business Trust; Vice President/Compliance
Director of Delaware Distributors, Inc.; Vice President/Compliance Director of
Delaware Distributors, L.P.; Vice President/Compliance Director of each fund in
the Delaware Investments family.
- ----------------------------------------------------------------------------------------------------
MaryEllen M. Vice President/Client Services of Delaware Management Company (a series of
Carrozza Delaware Management Business Trust);Vice President/Client Services of Delaware
Investment Advisers (a series of Delaware Management Business Trust);Vice
President/Client Services of each fund in the Delaware Investments family.
- ----------------------------------------------------------------------------------------------------
Stephen R. Cianci Vice President/Portfolio Manager of Delaware Management Company (a series of
Delaware Management Business Trust); Vice President/Portfolio Manager of
Delaware Investment Advisers (a series of Delaware Management Business Trust);
Vice President/Portfolio Manager of each fund in the Delaware Investments
family.
- ----------------------------------------------------------------------------------------------------
Mitchell L. Vice President/Senior Portfolio Manager of Delaware Management Company (a
Conery(4) series of Delaware Management Business Trust); Vice President/Senior Portfolio
Manager of Delaware Investment Advisers (a series of Delaware Management
Business Trust); Vice President/Senior Portfolio Manager of each fund in the
Delaware Investments family.
- ----------------------------------------------------------------------------------------------------
Timothy G. Connors Vice President/Senior Portfolio Manager of Delaware Management Company (a
series of Delaware Management Business Trust); Vice President/Senior Portfolio
Manager of Delaware Investment Advisers (a series of Delaware Management
Business Trust).
- ----------------------------------------------------------------------------------------------------
Patrick P. Coyne Vice President/Senior Portfolio Manager of Delaware Management Company (a
series of Delaware Management Business Trust); Vice President/Senior Portfolio
Manager of Delaware Investment Advisers (a series of Delaware Management
Business Trust); Vice President/Senior Portfolio Manager of Delaware Capital
Management, Inc.; Vice President/Senior Portfolio Manager of each fund in the
Delaware Investments family.
- ----------------------------------------------------------------------------------------------------
Nancy M. Crouse Vice President/Senior Portfolio Manager of Delaware Management Company (a
series of Delaware Management Business Trust); Vice President/Senior Portfolio
Manager of Delaware Investment Advisers (a series of Delaware Management
Business Trust); Vice President/Senior Portfolio Manager of each fund in the
Delaware Investments family.
- ----------------------------------------------------------------------------------------------------
George E. Deming Vice President/Senior Portfolio Manager of Delaware Management Company (a
series of Delaware Management Business Trust); Vice President/Senior Portfolio
Manager of Delaware Investment Advisers (a series of Delaware Management
Business Trust); Vice President/Senior Portfolio Manager of each fund in the
Delaware Investments family.
- ----------------------------------------------------------------------------------------------------
James P. Dokas(5) Vice President/Portfolio Manager of Delaware Management Company (a series of
Delaware Management Business Trust); Vice President/Portfolio Manager of
Delaware Investment Advisers (a series of Delaware Management Business Trust);
Vice President/ Portfolio Manager of each fund in the Delaware Investments
family.
- ----------------------------------------------------------------------------------------------------
Michael J. Dugan Vice President/Senior Portfolio Manager of Delaware Management Company (a
series of Delaware Management Business Trust); Vice President/Senior Portfolio
Manager of Delaware Investment Advisers (a series of Delaware Management
Business Trust); Vice President/Senior Portfolio Manager of each fund in the
Delaware Investments family.
</TABLE>
-21-
<PAGE>
Part C - Other Information
(continued)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Name and Positions and Offices with Delaware Management Company and its affiliates
Principal and other Positions and Offices Held
Business
Address
- ----------------------------------------------------------------------------------------------------
<S> <C>
Roger A. Early Vice President/Senior Portfolio Manager of Delaware Management Company (a
series of Delaware Management Business Trust); Vice President/Senior Portfolio
Manager of Delaware Investment Advisers (a series of Delaware Management
Business Trust); Vice President/Senior Portfolio Manager of each fund in the
Delaware Investments family.
- ----------------------------------------------------------------------------------------------------
Joel A. Ettinger(6) Vice President/Taxation of Delaware Management Company (a series of Delaware
Management Business Trust);Vice President/Taxation of Delaware Management
Holdings, Inc.;Vice President/Taxation of DMH Corp.;Vice President/Taxation of
Delvoy, Inc.; Vice President/Taxation of Delaware Management Company, Inc.;Vice
President/Taxation of Delaware Management Business Trust; Vice
President/Taxation of Delaware Investment Advisers (a series of Delaware
Management Business Trust);Vice President/Taxation of Delaware Service Company,
Inc.;Vice President/Taxation of Delaware Capital Management, Inc.;Vice
President/Taxation of Retirement Financial Services, Inc.;Vice
President/Taxation of Delaware Distributors, Inc.;Vice President/Taxation of
Delaware Distributors, L.P.;Vice President/Taxation of Founders Holdings, Inc.;
Vice President/Taxation of Founders CBO Corporation; Vice President/Taxation of
each fund in the Delaware Investments family.
- ----------------------------------------------------------------------------------------------------
Gerald S. Frey Vice President/Senior Portfolio Manager of Delaware Management Company (a
series of Delaware Management Business Trust); Vice President/Senior Portfolio
Manager of Delaware Investment Advisers (a series of Delaware Management
Business Trust); Vice President/Senior Portfolio Manager of each fund in the
Delaware Investments family.
- ----------------------------------------------------------------------------------------------------
James A. Furgele Vice President/Investment Accounting of Delaware Management Company (a series
of Delaware Management Business Trust);Vice President/Investment Accounting of
Delaware Investment Advisers (a series of Delaware Management Business Trust);
Vice President/Investment Accounting of Delaware Service Company, Inc.;Vice
President/Investment Accounting of each fund in the Delaware Investments
family.
- ----------------------------------------------------------------------------------------------------
Stuart M. George Vice President/Equity Trading of Delaware Management Company (a series of
Delaware Management Business Trust);Vice President/Equity Trading of Delaware
Investment Advisers (a series of Delaware Management Business Trust).
- ----------------------------------------------------------------------------------------------------
Paul Grillo Vice President/Portfolio Manager of Delaware Management Company (a series of
Delaware Management Business Trust); Vice President/Portfolio Manager of
Delaware Investment Advisers (a series of Delaware Management Business Trust);
Vice President/Portfolio Manager of each fund in the Delaware Investments
family.
- ----------------------------------------------------------------------------------------------------
Brian T. Hannon Vice President of Delaware Management Company (a series of Delaware Management
Business Trust); Vice President of Delaware Investment Advisers (a series of
Delaware Management Business Trust); Vice President/Senior Portfolio Manager of
each fund in the Delaware Investments family.
- ----------------------------------------------------------------------------------------------------
John A. Heffern(7) Vice President/Portfolio Manager of Delaware Management Company (a series of
Delaware Management Business Trust); Vice President/Portfolio Manager of
Delaware Investment Advisers (a series of Delaware Management Business Trust);
Vice President/Portfolio Manager of each fund in the Delaware Investments
family.
- ----------------------------------------------------------------------------------------------------
Elizabeth H. Vice President/Senior Portfolio Manager of Delaware Management Company (a
Howell(8) series of Delaware Management Business Trust); Vice President/Senior Portfolio
Manager of Delaware Investment Advisers (a series of Delaware Management
Business Trust); Vice President/Senior Portfolio Manager of each fund in the
Delaware Investments family.
- ----------------------------------------------------------------------------------------------------
Jeffrey Hynoski Vice President/Analyst of Delaware Management Company (a series of Delaware
Management Business Trust);Vice President/Analyst of Delaware Investment
Advisers (a series of Delaware Management Business Trust);Vice
President/Analyst of each fund in the Delaware Investments family.
</TABLE>
-22-
<PAGE>
Part C - Other Information
(continued)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Name and Positions and Offices with Delaware Management Company and its affiliates
Principal and other Positions and Offices Held
Business
Address
- ----------------------------------------------------------------------------------------------------
<S> <C>
Cynthia Isom Vice President/Portfolio Manager of Delaware Management Company (a series of
Delaware Management Business Trust); Vice President/Portfolio Manager of
Delaware Investment Advisers (a series of Delaware Management Business Trust);
Vice President/Portfolio Manager of each fund in the Delaware Investments
family.
- ----------------------------------------------------------------------------------------------------
Karina J. Ivstan Vice President/Strategic Planning of Delaware Management Company (a series of
Delaware Management Business Trust); Vice President/Strategic Planning of
Delaware Management Holdings, Inc.;Vice President/Strategic Planning of
Delaware Management Business Trust; Senior Vice President, Assistant Secretary
and Deputy General Counsel of Delaware Investment Advisers (a series of
Delaware Management Business Trust); Vice President/Strategic Planning of
Delaware Service Company, Inc.;Vice President/Strategic Planning of Delaware
Capital Management, Inc.; Vice President/Strategic Planning of Retirement
Financial Services, Inc.; Vice President/Strategic Planning of Delaware
Management Trust Company; Vice President/Strategic of Delaware Distributors,
L.P.; Vice President/Strategic Planning of each fund in the Delaware
Investments family.
- ----------------------------------------------------------------------------------------------------
Audrey E. Kohart Vice President/Assistant Controller/Corporate Accounting of Delaware Management
Company (a series of Delaware Management Business Trust)
- ----------------------------------------------------------------------------------------------------
Steven T. Lampe Vice President/Research Analyst of Delaware Management Company (a series of
Delaware Management Business Trust); Vice President/Portfolio Manager of
Delaware Investment Advisers (a series of Delaware Management Business Trust);
Vice President/Portfolio Manager of each fund in the Delaware Investments
family.
- ----------------------------------------------------------------------------------------------------
Philip Y. Lin Vice President, Assistant Secretary and Associate General Counsel of Delaware
Management Company (a series of Delaware Management Business Trust); Vice
President, Assistant Secretary and Associate General Counsel of Delaware
Investment Advisers (a series of Delaware Management Business Trust);Vice
President, Assistant Secretary and Associate General Counsel of Delaware
Service Company, Inc.;Vice President, Assistant Secretary and Associate General
Counsel of Delaware Capital Management, Inc.;Vice President, Assistant
Secretary and Associate General Counsel of Retirement Financial Services, Inc.;
Vice President, Assistant Secretary and Associate General Counsel of Delaware
Management Trust Company; Vice President, Assistant Secretary and Associate
General Counsel of Delaware Distributors, L.P.;Vice President, Assistant
Secretary and Associate General Counsel of each fund in the Delaware
Investments family.
- ----------------------------------------------------------------------------------------------------
Michael D. Mabry Vice President, Assistant Secretary and Associate General Counsel of Delaware
Management Company (a series of Delaware Management Business Trust); Vice
President, Assistant Secretary and Associate General Counsel of Delaware
Investment Advisers (a series of Delaware Management Business Trust);Vice
President, Assistant Secretary and Associate General Counsel of Delaware
Service Company, Inc.;Vice President, Assistant Secretary and Associate General
Counsel of Delaware Capital Management, Inc.;Vice President, Assistant
Secretary and Associate General Counsel of Retirement Financial Services, Inc.;
Vice President, Assistant Secretary and Associate General Counsel of Delaware
Distributors, L.P.; Vice President, Assistant Secretary and Associate General
Counsel of each fund in the Delaware Investments family.
- ----------------------------------------------------------------------------------------------------
Paul A. Matlack Vice President/Senior Portfolio Manager of Delaware Management Company (a
series of Delaware Management Business Trust); Vice President/Senior Portfolio
Manager of Delaware Investment Advisers (a series of Delaware Management
Business Trust); Vice President/Senior Portfolio Manager of Founders Holdings,
Inc., President and Director of Founders CBO Corporation; Vice President/Senior
Portfolio Manager of each fund in the Delaware Investments family.
- ----------------------------------------------------------------------------------------------------
Andrew M. Vice President/Senior Portfolio Manager of Delaware Management Company (a
McCullagh, Jr(9) series of Delaware Management Business Trust); Vice President/Senior Portfolio
Manager of Delaware Investment Advisers (a series of Delaware Management
Business Trust); Vice President/Senior Portfolio Manager of each fund in the
Delaware Investments family.
</TABLE>
-23-
<PAGE>
Part C - Other Information
(continued)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Name and Positions and Offices with Delaware Management Company and its affiliates
Principal and other Positions and Offices Held
Business
Address
- ----------------------------------------------------------------------------------------------------
<S> <C>
Francis X Morris Vice President/Senior Portfolio Manager of Delaware Management Company (a
series of Delaware Management Business Trust); Vice President/Senior Portfolio
Manager of Delaware Investment Advisers (a series of Delaware Management
Business Trust); Vice President/Senior Portfolio Manager of each fund in the
Delaware Investments family.
- ----------------------------------------------------------------------------------------------------
Gerald T. Nichols Vice President/Senior Portfolio Manager of Delaware Management Company (a
series of Delaware Management Business Trust); Vice President/Senior Portfolio
Manager of Delaware Investment Advisers (a series of Delaware Management
Business Trust); Vice President/Senior Portfolio Manager of Founders Holdings,
Inc., Treasurer, Assistant Secretary and Director of Founders CBO Corporation;
Vice President/Senior Portfolio Manager of each fund in the Delaware
Investments family.
- ----------------------------------------------------------------------------------------------------
Robert A Norton, Jr. Vice President/Research Analyst of Delaware Management Company (a series of
Delaware Management Business Trust); Vice President/Portfolio Manager of
Delaware Investment Advisers (a series of Delaware Management Business Trust).
- ----------------------------------------------------------------------------------------------------
David P. O'Connor Vice President, Assistant Secretary and Associate General Counsel of Delaware
Management Company (a series of Delaware Management Business Trust); Vice
President, Assistant Secretary and Associate General Counsel of Delaware
Investment Advisers (a series of Delaware Management Business Trust);Vice
President, Assistant Secretary and Associate General Counsel of Delaware
Service Company, Inc.;Vice President, Assistant Secretary and Associate General
Counsel of Delaware Capital Management, Inc.;Vice President, Assistant
Secretary and Associate General Counsel of Retirement Financial Services, Inc.;
Vice President, Assistant Secretary and Associate General Counsel of Delaware
Distributors, L.P.; Vice President, Assistant Secretary and Associate General
Counsel of each fund in the Delaware Investments family.
- ----------------------------------------------------------------------------------------------------
Gary A. Reed Vice President/Senior Portfolio Manager of Delaware Management Company (a
series of Delaware Management Business Trust); Vice President/Senior Portfolio
Manager of Delaware Investment Advisers (a series of Delaware Management
Business Trust); Vice President/Senior Portfolio Manager of each fund in the
Delaware Investments family.
- ----------------------------------------------------------------------------------------------------
Richard Salus Vice President/Assistant Controller of Delaware Management Company (a series of
Delaware Management Business Trust); Vice President/Senior Portfolio Manager of
Delaware Investment Advisers (a series of Delaware Management Business Trust);
Vice President/Assistant Controller of Delaware Management Trust Company; Vice
President/Assistant Controller of Delaware International Holdings Ltd.
- ----------------------------------------------------------------------------------------------------
Richard D. Siede(l) Vice President/Assistant Controller/Manager Payroll of Delaware Management
Company (a series of Delaware Management Business Trust).
- ----------------------------------------------------------------------------------------------------
Alan R. Stuart Vice President/Trading of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Trading of Delaware Investment
Advisers (a series of Delaware Management Business Trust).
- ----------------------------------------------------------------------------------------------------
Michael T. Taggart Vice President/Facilities and Administration Services of Delaware Management
Company (a series of Delaware Management Business Trust);Vice
President/Facilities and Administration Services of Delaware Investment
Advisers (a series of Delaware Management Business Trust); Vice
President/Facilities and Administration Services of Delaware Service Company,
Inc.;Vice President/Facilities and Administration Services of Delaware
Distributors, L.P.
- ----------------------------------------------------------------------------------------------------
Thomas J. Trottman Vice President/Senior Corporate Bond Analyst of Delaware Management Company (a
series of Delaware Management Business Trust); Vice President/Senior Corporate
Bond Analyst of Delaware Investment Advisers (a series of Delaware Management
Business Trust); Vice President/Senior Corporate Bond Analyst of each fund in
the Delaware Investments family.
</TABLE>
-24-
<PAGE>
Part C - Other Information
(continued)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Name and Positions and Offices with Delaware Management Company and its affiliates
Principal and other Positions and Offices Held
Business
Address
- ----------------------------------------------------------------------------------------------------
<S> <C>
Bruce A. Ulmer Vice President/Year 2000 of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Year 2000 of Delaware Management
Holdings, Inc.; Vice President/Year 2000 of Delvoy, Inc.; Vice President/Year
2000 of Delaware Management Business Trust; Vice President/Year 2000 of
Delaware Investment Advisers (a series of Delaware Management Business Trust);
Vice President/Year 2000 of Delaware Capital Management, Inc.; Vice
President/Year 2000 of Retirement Financial Services, Inc.; Vice President/Year
2000 of Delaware Management Trust Company; Vice President/Year 2000 of each
fund in the Delaware Investments family.
- ----------------------------------------------------------------------------------------------------
Lori P. Wachs Vice President/Assistant Portfolio Manager of Delaware Management Company (a
series of Delaware Management Business Trust); Vice President/Assistant
Portfolio Manager of Delaware Investment Advisers (a series of Delaware
Management Business Trust);Vice President/Assistant Portfolio Manager of each
fund in the Delaware Investments family.
- ----------------------------------------------------------------------------------------------------
Babak Zenouzi Vice President/Senior Portfolio Manager of Delaware Management Company (a
series of Delaware Management Business Trust); Vice President/Senior Portfolio
Manager of Delaware Investment Advisers (a series of Delaware Management
Business Trust); Vice President/Senior Portfolio Manager of each fund in the
Delaware Investments family.
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
(1) MANAGING DIRECTOR, Lincoln National UK plc prior to 1992.
(2) VICE PRESIDENT, Morgan Stanley Asset Management prior to March 1997.
(3) SENIOR PORTFOLIO MANAGER, Pitcairn Trust Company prior to May 1997.
(4) INVESTMENT OFFICER, Travelers Insurance prior to January 1997.
(5) DIRECTOR OF TRUST INVESTMENTS, Bell Atlantic Corporation prior to February 1997.
(6) TAX PRINCIPAL, Ernst & Young LLP prior to April 1998.
(7) SENIOR VICE PRESIDENT, EQUITY RESEARCH, NatWest Securities Corporation prior to March 1997.
(8) SENIOR PORTFOLIO MANAGER, Voyageur Fund Managers, Inc. prior to May 1997.
(9) SENIOR VICE PRESIDENT, SENIOR PORTFOLIO MANAGER, Voyageur Asset Management LLC prior to May
1997.
- ----------------------------------------------------------------------------------------------------
</TABLE>
(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, The Emerging Markets Portfolio, The
Global Equity Portfolio and The International Mid-Cap Sub Portfolio. In
addition, Delaware International serves as investment manager or sub-adviser to
certain of the other funds in the Delaware Investments family (Delaware Group
Adviser Funds, Inc., 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 other institutional accounts.
Information regarding the officers and directors of Delaware
International and the positions they have held with the Registrant during the
past two fiscal years is provided below.
-25-
<PAGE>
Part C - Other Information
(continued)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Name and Positions and Offices with Delaware Management Company and its affiliates
Principal and other Positions and Offices Held
Business
Address
- ----------------------------------------------------------------------------------------------------
<S> <C>
*Jeffrey J. Nick(1) Chairman and Chief Executive Officer of Delaware Management Company (a series
of Delaware Management Business Trust); President, Chairman of the Board and
Director of Delaware Management Holdings, Inc.; President, Chairman of the
Board, Chief Executive Officer and Director of DMH Corp.; President, Chairman
of the Board, Chief Executive Officer and Director of Delvoy, Inc.; Chairman of
the Board, Chief Executive Officer and Director of Delaware Management Company,
Inc.; Chairman of the Board, President and Chief Executive Officer and Trustee
of Delaware Management Business Trust; Chairman of the Board of Delaware
Investment Advisers (a series of Delaware Management Business Trust); Director
of Delaware Service Company, Inc.; Chairman and Director of Delaware Capital
Management, Inc.; Director of Retirement Financial Services, Inc.; Chairman,
Chief Executive Officer and Director of Delaware Distributors, Inc.; Chairman
of the Board of Delaware Distributors, L.P.; Chairman, Chief Executive Officer
and Director of Delaware International Holdings Ltd.; Chairman, Chief Executive
Officer and Director of Delaware International Advisers Ltd; Chairman,
President, Chief Executive Officer and Director of Founders Holdings, Inc.;
Chairman, President, Chief Executive Officer and Director of each fund in the
Delaware Investments family.
President, Chief Executive Officer and Director of Lincoln National Investment
Companies, Inc. and Delaware Management Holdings, Inc.; Director of Vantage
Global Advisors, Inc. and Lynch & Mayer Inc.
- ----------------------------------------------------------------------------------------------------
**G Roger H. Kitson Vice Chairman and Director of Delaware International Advisers Ltd.
- ----------------------------------------------------------------------------------------------------
**Timothy W. Chief Investment Officer, Equities and Director of Delaware International
Sanderson Advisers Ltd.
- ----------------------------------------------------------------------------------------------------
**Ian G. Sims Deputy Managing Director/Chief Investment Officer, Global Fixed Income and
Director of Delaware International Advisers Ltd.
- ----------------------------------------------------------------------------------------------------
**David G. Tilles Managing Director and Director of Delaware International Advisers Ltd.
- ----------------------------------------------------------------------------------------------------
**Elizabeth A. Senior Portfolio Manager and Director of Delaware International Advisers Ltd.
Desmond
- ----------------------------------------------------------------------------------------------------
**John Emerson Finance Director and Director of Delaware International Advisers Ltd.
- ----------------------------------------------------------------------------------------------------
**Clive A. Gillmore Senior Portfolio Manager and Director of Delaware International Advisers Ltd.
- ----------------------------------------------------------------------------------------------------
**Nigel G. May Senior Portfolio Manager and Director of Delaware International Advisers Ltd.
- ----------------------------------------------------------------------------------------------------
**Hamish O. Parker Senior Portfolio Manager and Director of Delaware International Advisers Ltd.
- ----------------------------------------------------------------------------------------------------
**Robert Akester Senior Portfolio Manager of Delaware International Advisers Ltd.
- ----------------------------------------------------------------------------------------------------
**Fiona Barwick Senior Portfolio Manager of Delaware International Advisers Ltd.
- ----------------------------------------------------------------------------------------------------
**Joanna Bates Senior Portfolio Manager of Delaware International Advisers Ltd.
- ----------------------------------------------------------------------------------------------------
**Joshua Brooks Senior Portfolio Manager of Delaware International Advisers Ltd.
- ----------------------------------------------------------------------------------------------------
**Gavin A. Hall Senior Portfolio Manager of Delaware International Advisers Ltd.
- ----------------------------------------------------------------------------------------------------
**John Kirk Senior Portfolio Manager of Delaware International Advisers Ltd.
- ----------------------------------------------------------------------------------------------------
**Hywel Morgan Senior Portfolio Manager of Delaware International Advisers Ltd.
- ----------------------------------------------------------------------------------------------------
**Christopher A. Senior Portfolio Manager of Delaware International Advisers Ltd.
Moth
- ----------------------------------------------------------------------------------------------------
**Richard J. Ginty Portfolio Manager of Delaware International Advisers Ltd.
- ----------------------------------------------------------------------------------------------------
**R. Emma Lewis Portfolio Manager of Delaware International Advisers Ltd.
- ----------------------------------------------------------------------------------------------------
**Hugh A. Serjeant Portfolio Manager of Delaware International Advisers Ltd.
- ----------------------------------------------------------------------------------------------------
*John C.E. Campbell Director of Delaware International Advisers Ltd.; Executive Vice
President/Global Marketing and Client Services of Delaware Investment Advisers
(a series of Delaware Management Business Trust)
</TABLE>
-26-
<PAGE>
Part C - Other Information
(continued)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Name and Positions and Offices with Delaware Management Company and its affiliates
Principal and other Positions and Offices Held
Business
Address
- ----------------------------------------------------------------------------------------------------
<S> <C>
*George E. Deming Vice President/Senior Portfolio Manager of Delaware Management Company (a
series of Delaware Management Business Trust); Vice President/Senior Portfolio
Manager of Delaware Investment Advisers (a series of Delaware Management
Business Trust); Vice President/Senior Portfolio Manager of each fund in the
Delaware Investments family.
- ----------------------------------------------------------------------------------------------------
*David K. Downes President of Delaware Management Company (a series of Delaware Management
Business Trust); Executive Vice President, Chief Operating Officer and Chief
Financial Officer of Delaware Management Holdings, Inc.; Executive Vice
President, Chief Operating Officer, Chief Financial Officer and Director of DMH
Corp.; Executive Vice President, Chief Operating Officer, Chief Financial
Officer and Director of Delvoy, Inc.; President and Director of Delaware
Management Company, Inc.; Executive Vice President, Chief Operating Officer,
Chief Financial Officer and Trustee of Delaware Management Business Trust;
Executive Vice President, Chief Operating Officer and Chief Financial Officer
of Delaware Investment Advisers (a series of Delaware Management Business
Trust); Chairman, President, Chief Executive Officer and Director of Delaware
Service Company, Inc.; President, Chief Executive Officer and Director of
Delaware Capital Management, Inc.; Chairman and Director of Retirement
Financial Services, Inc.; Chairman and Director of Delaware Management Trust
Company; Executive Vice President, Chief Operating Officer, Chief Financial
Officer and Director of Delaware Distributors, Inc.; Executive Vice President,
Chief Operating Officer and Chief Financial Officer of Delaware Distributors,
L.P.; President, Chief Operating Officer, Chief Financial Officer and Director
of Delaware International Holdings Ltd.; Director of Delaware International
Advisers Ltd.; Executive Vice President, Chief Operating Officer, Chief
Financial Officer and Director of Founders Holdings, Inc.; Executive Vice
President, Chief Operating Officer and Chief Financial Officer of Founders CBO
Corporation; Executive Vice President, Chief Operating Officer and Chief
Financial Officer of each fund in the Delaware Investments family.
Chief Executive Officer and Director of Forewarn, Inc. since 1993, 8 Clayton
Place, Newtown Square, PA
- ----------------------------------------------------------------------------------------------------
*Richard J. Executive Vice President and General Counsel of Delaware Management Company (a
Flannery series of Delaware Management Business Trust); Executive Vice President and
General Counsel of Delaware Management Holdings, Inc.; Executive Vice
President, General Counsel and Director of DMH Corp.; Executive Vice President,
General Counsel and Director of Delvoy, Inc.; Executive Vice President, General
Counsel and Director of Delaware Management Company, Inc.; Executive Vice
President, General Counsel and Trustee of Delaware Management Business Trust;
Executive Vice President and General Counsel of Delaware Investment Advisers (a
series of Delaware Management Business Trust); Executive Vice President,
General Counsel and Director of Delaware Service Company, Inc.; Executive Vice
President, General Counsel and Director of Delaware Capital Management, Inc.;
Executive Vice President, General Counsel and Director of Retirement Financial
Services, Inc.; Executive Vice President, General Counsel and Director of
Delaware Management Trust Company; Executive Vice President, General Counsel
and Director of Delaware Distributors, Inc.; Executive Vice President and
General Counsel of Delaware Distributors, L.P.; Executive Vice President,
General Counsel and Director of Delaware International Holdings Ltd.; Director
of Delaware International Advisers Ltd.; Executive Vice President, General
Counsel and Director of Founders Holdings, Inc.; Executive Vice President and
General Counsel of Founders CBO Corporation; Executive Vice President of each
fund in the Delaware Investments family.
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
- ----------------------------------------------------------------------------------------------------
*Wayne A. Stork Director of Delaware International Advisers Ltd.
</TABLE>
-27-
<PAGE>
Part C - Other Information
(continued)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Name and Positions and Offices with Delaware Management Company and its affiliates
Principal and other Positions and Offices Held
Business
Address
- ----------------------------------------------------------------------------------------------------
<S> <C>
*Richard G. Unruh Executive Vice President, Chief Investment Officer/ DMC Equity of Delaware
Management Company (a series of Delaware Management Business Trust); Executive
Vice President of Delaware Management Holdings, Inc.; Executive Vice President
and Trustee of Delaware Management Business Trust; Chief Executive Office,
Chief Investment Officer/DIA Equity of Delaware Investment Advisers (a series
of Delaware Management Business Trust; Executive Vice President of Delaware
Capital Management, Inc.; Director of Delaware Investment Advisers Ltd.;
Executive Vice President, Chief Investment Officer/Equity of each fund in the
Delaware Investments family.
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
- ----------------------------------------------------------------------------------------------------
</TABLE>
* Business address of each is 1818 Market Street, Philadelphia, PA 19103.
** Business address of each is Third Floor, 80 Cheapside, London, England
EC2V 6EE.
(c) Lincoln Investment Management Company, Inc. serves as sub-adviser
to The Real Estate Investment Trust Portfolio and The Real Estate Investment
Trust Portfolio II. 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:
-28-
<PAGE>
Part C - Other Information
(continued)
<TABLE>
<CAPTION>
Name and Principal Positions and Offices with Lincoln Investment Management Company, Inc. and its
Business Address Affiliates and Other Positions and Offices Held
- ----------------------------------------------------------------------------------------------------
<S> <C>
*H. Thomas President & Director of Lincoln Investment Management, Inc., Lincoln National
McMeekin 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.
*Steven R. Brody Senior Vice President and Director 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.
*JoAnn E. Becker Senior Vice President & Director 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.
</TABLE>
* Business address is 200 East Berry Street, Fort Wayne, IN 46802.
**Business address is 1300 S. Clinton Street, Fort Wayne, IN 46802.
-29-
<PAGE>
Part C - Other Information
(continued)
<TABLE>
<CAPTION>
Name and Principal Positions and Offices with Lincoln Investment Management Company, Inc. and its
Business Address Affiliates and Other Positions and Offices Held
- ----------------------------------------------------------------------------------------------------
<S> <C>
*Ann L. Warner 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.
*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
*Karen L. Bobilier Senior Account Executive of Lincoln Investment Management, Inc.
*Kathy E. Bowman Vice President of Lincoln Investment Management, Inc.
*Dennis A. Blume Vice President of Lincoln Investment Management, Inc. and Lincoln National
Realty Corporation; and Director of Lynch & Mayer, Inc. and Vantage Global
Advisors, 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.
*Robert C. Franzino Vice President of Lincoln Investment Management, Inc.
*Luc N. Girard Vice President of Lincoln Investment Management, Inc. and The Lincoln National
Life Insurance Company
*Jennifer C. Hom Vice President of Lincoln Investment Management, Inc.
*James M. Keefer Vice President and Associate General Counsel of Lincoln Investment Management,
Inc.
*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
*Howard R. Lodge Vice President of Lincoln Investment Management, Inc.
</TABLE>
* Business address is 200 East Berry Street, Fort Wayne, IN 46802.
** Business address is 1300 S. Clinton Street, Fort Wayne, IN 46802.
-30-
<PAGE>
Part C - Other Information
(continued)
<TABLE>
<CAPTION>
Name and Principal Positions and Offices with Lincoln Investment Management Company, Inc. and its
Business Address Affiliates and Other Positions and Offices Held
- ----------------------------------------------------------------------------------------------------
<S> <C>
*David J. Miller Vice President of Lincoln Investment Management, Inc.
*David C. Patch Vice President of Lincoln Investment Management, Inc.
*Regina N. Compliance Officer of Lincoln Investment Management, Inc.
Rohrbacher
*Barbara A. Short Investment Fund Analyst of Lincoln Investment Management, Inc.
*Ann L. Warner Vice President of Lincoln Investment Management, Inc.
*Janet C. Whitney Corporate 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
*Jay M. Yentis Second Vice President of Lincoln Investment Management, Inc.
</TABLE>
* Business address is 200 East Berry Street, Fort Wayne, IN 46802.
** Business address is 1300 S. Clinton Street, Fort Wayne, IN 46802.
-31-
<PAGE>
Part C - Other Information
(continued)
<TABLE>
<CAPTION>
Name and Principal Positions and Offices with Lincoln Investment Management Company, Inc. and its
Business Address Affiliates and Other Positions and Offices Held
- ----------------------------------------------------------------------------------------------------
<S> <C>
*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
</TABLE>
* Business address is 200 East Berry Street, Fort Wayne, IN 46802.
** Business address is 1300 S. Clinton Street, Fort Wayne, IN 46802.
-32-
<PAGE>
Part C - Other Information
(continued)
Item 27. Principal Underwriters.
(a) Delaware Distributors, L.P. serves as principal underwriter for all
the mutual funds in the Delaware Investments family.
(b) Information with respect to each director, officer or of principal
underwriter:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
Name and Principal Business Positions and Offices with Positions and Offices with
Address* Underwriter Registrant
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Delaware Distributors, Inc. General Partner None
- ------------------------------------------------------------------------------------------------------------------------
Delaware Investment Advisers Limited Partner None
- ------------------------------------------------------------------------------------------------------------------------
Delaware Capital Management, Inc. Limited Partner None
- ------------------------------------------------------------------------------------------------------------------------
Jeffery J. Nick Chairman Chairman, Chief Executive Officer,
President and Director
- ------------------------------------------------------------------------------------------------------------------------
Bruce D. Barton President and Chief Executive Officer None
- ------------------------------------------------------------------------------------------------------------------------
David K. Downes Executive Vice President/Chief Executive Vice President/Chief
Operating Officer/Chief Financial Operating Officer/Chief Financial
Officer Officer
- ------------------------------------------------------------------------------------------------------------------------
Richard J. Flannery Executive Vice President/General Executive Vice President/General
Counsel Counsel
- ------------------------------------------------------------------------------------------------------------------------
Diane M. Anderson Senior Vice President/Retirement None
Operations
- ------------------------------------------------------------------------------------------------------------------------
Michael P. Bishof Senior Vice Senior Vice President/Treasurer
President/Treasurer/Investment
Accounting
- ------------------------------------------------------------------------------------------------------------------------
Daniel J. Brooks III Senior Vice President/Wholesaler None
- ------------------------------------------------------------------------------------------------------------------------
George M. Chamberlain, Jr. Senior Vice President/Secretary Senior Vice President/Secretary/General
Counsel
- ------------------------------------------------------------------------------------------------------------------------
Terrence P. Cunningham Senior Vice President/National Sales None
Director, Financial Institutions
- ------------------------------------------------------------------------------------------------------------------------
Stephen J. Deangelis Senior Vice President/National Sales, None
Managed Account Services
- ------------------------------------------------------------------------------------------------------------------------
Joseph H. Hastings Senior Vice Senior Vice President/Corporate
President/Treasurer/Corporate Controller Controller
- ------------------------------------------------------------------------------------------------------------------------
Joanne O. Hutcheson Senior Vice President/Human Resources Senior Vice President/Human Resources
- ------------------------------------------------------------------------------------------------------------------------
William M. Kimbrough Senior Vice President/Wholesaler None
- ------------------------------------------------------------------------------------------------------------------------
Bradley L. Kolstoe Senior Vice President/Western Division None
Sales, IPI Channel
- ------------------------------------------------------------------------------------------------------------------------
Richelle S. Maestro Senior Vice President/Deputy General Senior Vice President/Deputy General
Counsel/Assistant Secretary Counsel/Assistant Secretary
- ------------------------------------------------------------------------------------------------------------------------
Mac Macaulliffe Senior Vice President/Divisional Sales None
Manager
- ------------------------------------------------------------------------------------------------------------------------
J. Chris Meyer Senior Vice President/Director, Product None
Management
- ------------------------------------------------------------------------------------------------------------------------
Eric E. Miller Senior Vice President/Deputy General Senior Vice President/Deputy General
Counsel/Assistant Secretary Counsel/Assistant Secretary
- ------------------------------------------------------------------------------------------------------------------------
Stephen C. Nell Senior Vice President/National None
Retirement Sales
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
-33-
<PAGE>
Part C - Other Information
(continued)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
Name and Principal Business Positions and Offices with Positions and Offices with
Address* Underwriter Registrant
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Henry W. Orvin Senior Vice President/Eastern Division None
Sales
- ------------------------------------------------------------------------------------------------------------------------
Christopher H. Price Senior Vice President/Channel Manager None
- ------------------------------------------------------------------------------------------------------------------------
Thomas E. Sawyer Senior Vice President/Director, National None
Sales
- ------------------------------------------------------------------------------------------------------------------------
James L. Shields Senior Vice President/Chief Information None
Officer
- ------------------------------------------------------------------------------------------------------------------------
Richard P. Allen Vice President/Wholesaler, Midwest None
- ------------------------------------------------------------------------------------------------------------------------
David P. Anderson, Jr. Vice President/Wholesaler None
- ------------------------------------------------------------------------------------------------------------------------
Jeffrey H. Arcy Vice President/Wholesaler, South East None
Region
- ------------------------------------------------------------------------------------------------------------------------
Patrick A. Bearss Vice President/Wholesaler - Midwest None
- ------------------------------------------------------------------------------------------------------------------------
Gabriella Bercze Vice President/Wholesaler, Financial None
Institution
- ------------------------------------------------------------------------------------------------------------------------
Denise D. Bradley Vice President/Wholesaler None
- ------------------------------------------------------------------------------------------------------------------------
Larry Bridwell Vice President/Financial Institutions None
Wholesaler
- ------------------------------------------------------------------------------------------------------------------------
Lisa O. Brinkley Vice President/Compliance Director Vice President/Compliance Director
- ------------------------------------------------------------------------------------------------------------------------
Terrance L. Bussard Vice President/Wholesaler None
- ------------------------------------------------------------------------------------------------------------------------
Daniel H. Carlson Vice President/Marketing Services None
- ------------------------------------------------------------------------------------------------------------------------
Larry Carr Vice President/VA Sales Manager None
- ------------------------------------------------------------------------------------------------------------------------
William S. Carroll Vice President/Wholesaler None
- ------------------------------------------------------------------------------------------------------------------------
Thomas J. Chadie Vice President/Wholesaler None
- ------------------------------------------------------------------------------------------------------------------------
Matthew Coldren Vice President/National Accounts None
- ------------------------------------------------------------------------------------------------------------------------
Patrick A Connelly Vice President/RIA Sales None
- ------------------------------------------------------------------------------------------------------------------------
Jessie V. Emery Vice President/Marketing None
Communications
- ------------------------------------------------------------------------------------------------------------------------
Joel A. Ettinger Vice President/Taxation Vice President/Taxation
- ------------------------------------------------------------------------------------------------------------------------
Susan T. Friestedt Vice President/Retirement Services None
- ------------------------------------------------------------------------------------------------------------------------
Douglan R. Glennon Vice President/Wholesaler None
- ------------------------------------------------------------------------------------------------------------------------
Darryl S. Grayson Vice President/Director, Internal Sales None
- ------------------------------------------------------------------------------------------------------------------------
Rhonda J. Guido Vice President/Wholesaler None
- ------------------------------------------------------------------------------------------------------------------------
Ronald A. Haimowitz Vice President/Wholesaler None
- ------------------------------------------------------------------------------------------------------------------------
Edward J. Hecker Vice President/Wholesaler None
- ------------------------------------------------------------------------------------------------------------------------
John R. Herron Vice President/VA Wholesaler None
- ------------------------------------------------------------------------------------------------------------------------
Dinah J. Huntoon Vice President/Product Manager, None
Equities
- ------------------------------------------------------------------------------------------------------------------------
Karina J. Istvan Vice President/Strategic Planning None
- ------------------------------------------------------------------------------------------------------------------------
Chirstopher L. Johnston Vice President/Wholesaler None
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
-34-
<PAGE>
Part C - Other Information
(continued)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
Name and Principal Business Positions and Offices with Positions and Offices with
Address* Underwriter Registrant
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Michael J. Jordan Vice President/Wholesaler None
- ------------------------------------------------------------------------------------------------------------------------
Carolyn Kelly Vice President/Wholesaler None
- ------------------------------------------------------------------------------------------------------------------------
Richard M. Koerner Vice President/Wholesaler None
- ------------------------------------------------------------------------------------------------------------------------
Ellen M. Krott Vice President/Marketing None
- ------------------------------------------------------------------------------------------------------------------------
John Leboeuf Vice President/VA Wholesaler None
- ------------------------------------------------------------------------------------------------------------------------
SooHee Lee Vice President/Fixed Income & None
International Product Management
- ------------------------------------------------------------------------------------------------------------------------
Philip Y. Lin Vice President/Associate General Vice President/Associate General
Counsel/Assistant Secretary Counsel/Assistant Secretary
- ------------------------------------------------------------------------------------------------------------------------
John R. Logan Vice President/Wholesaler, Financial None
Institutions
- ------------------------------------------------------------------------------------------------------------------------
Michael D. Mabry Vice President/Associate General Vice President/Associate General
Counsel/Assistant Secretary Counsel/Assistant Secretary
- ------------------------------------------------------------------------------------------------------------------------
Thoedore T. Malone Vice President/IPI Wholesaler None
- ------------------------------------------------------------------------------------------------------------------------
Debbie Marler Vice President/Wholesaler None
- ------------------------------------------------------------------------------------------------------------------------
Gregory J. McMillan Vice President/National Accounts None
- ------------------------------------------------------------------------------------------------------------------------
Nathan W. Medin Vice President/Wholesaler None
- ------------------------------------------------------------------------------------------------------------------------
Scott L. Metzger Vice President/Business Development None
- ------------------------------------------------------------------------------------------------------------------------
Roger J. Miller Vice President/Wholesaler None
- ------------------------------------------------------------------------------------------------------------------------
Christopher W. Moore Vice President/VA Wholesaler None
- ------------------------------------------------------------------------------------------------------------------------
Andrew F. Morris Vice President/Wholesaler None
- ------------------------------------------------------------------------------------------------------------------------
Patrick L. Murphy Vice President/Wholesaler None
- ------------------------------------------------------------------------------------------------------------------------
Scott E. Naughton Vice President/IPI Wholesaler None
- ------------------------------------------------------------------------------------------------------------------------
Julie Nusbaum Vice President/Wholesaler, Financial None
Institutions
- ------------------------------------------------------------------------------------------------------------------------
Julie A. Nye Vice President/Wholesaler None
- ------------------------------------------------------------------------------------------------------------------------
Daniel J. O'Brien Vice President/Insurance Products None
- ------------------------------------------------------------------------------------------------------------------------
David P. O'Connor Vice President/Associate General Vice President/Associate General
Counsel/Assistant Secretary Counsel/Assistant Secretary
- ------------------------------------------------------------------------------------------------------------------------
Joseph T. Owczarek Vice President/Wholesaler None
- ------------------------------------------------------------------------------------------------------------------------
Otis S. Page Vice President/Wholesaler None
- ------------------------------------------------------------------------------------------------------------------------
Mary Ellen Pernice-Fadden Vice President/Wholesaler None
- ------------------------------------------------------------------------------------------------------------------------
Mark A. Pletts Vice President/Wholesaler None
- ------------------------------------------------------------------------------------------------------------------------
Philip G. Rickards Vice President/Wholesaler None
- ------------------------------------------------------------------------------------------------------------------------
Laura E. Roman Vice President/Wholesaler None
- ------------------------------------------------------------------------------------------------------------------------
Rovert A. Rosso Vice President/Wholesaler None
- ------------------------------------------------------------------------------------------------------------------------
Linda D. Shulz Vice President/Wholesaler None
- ------------------------------------------------------------------------------------------------------------------------
Gordan E. Searles Vice President/Client Services None
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
-35-
<PAGE>
Part C - Other Information
(continued)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
Name and Principal Business Positions and Offices with Positions and Offices with
Address* Underwriter Registrant
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
James R. Searles Vice President/VA Sales Manager None
- ------------------------------------------------------------------------------------------------------------------------
Catherine A. Seklecki Vice President/Retirement Sales None
- ------------------------------------------------------------------------------------------------------------------------
John C. Shalloe Vice President/Wrap Fee Wholesaler, None
Western Region
- ------------------------------------------------------------------------------------------------------------------------
Edward B. Sheridan Vice President/Wholesaler None
- ------------------------------------------------------------------------------------------------------------------------
Robert E. Stansbury Vice President/Wholesaler None
- ------------------------------------------------------------------------------------------------------------------------
Michael T. Taggart Vice President/Facilities and None
Administration Services
- ------------------------------------------------------------------------------------------------------------------------
Bruce A. Ulmer Vice President/Year 2000 Vice President/Year 2000
- ------------------------------------------------------------------------------------------------------------------------
Julia R. Vander-Els Vice President/Retirement Plan None
Communications
- ------------------------------------------------------------------------------------------------------------------------
Wayne W. Wagner Vice President/Wholesaler None
- ------------------------------------------------------------------------------------------------------------------------
John A. Wells Vice President/Marketing Technology None
- ------------------------------------------------------------------------------------------------------------------------
Courtney S. West Vice President/Institutional Sales None
- ------------------------------------------------------------------------------------------------------------------------
Andrew J. Wittaker Vice President/Wholesaler, Financial None
Institutions
- ------------------------------------------------------------------------------------------------------------------------
Theordore V. Wood Vice President/Technical Systems None
Officer
- ------------------------------------------------------------------------------------------------------------------------
Michael J. Woods Vice President/National Sales None
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Business address of each is 1818 Market Street, Philadelphia, PA 19103.
(c) Inapplicable.
Item 28. Location of Accounts and Records.
All accounts and records are maintained in the Philadelphia office at
1818 Market Street, Philadelphia, PA 19103 or One Commerce Square,
Philadelphia, PA 19103.
Item 29. Management Services. None.
Item 30. Undertakings.
(a) Not Applicable.
(b) Not Applicable.
(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) Not Applicable.
-36-
<PAGE>
Part C - Other Information
(continued)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, this Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
this City of Philadelphia, Commonwealth of Pennsylvania on this 15th day of
April, 1999.
DELAWARE POOLED TRUST, INC.
By /s/Jeffrey J. Nick
-------------------
Jeffrey J. Nick
President/Chief Executive Officer/Chairman
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
- ----------------------------------- ------------------------------------ -------------
<S> <C> <C>
/s/ Jeffrey J. Nick President, Chief Executive April 15, 1999
- ----------------------------------- Officer, Chairman and Director
Jeffrey J. Nick
/s/ David K. Downes Executive Vice President/Chief
- ----------------------------------- Operating Officer/Chief Financial
David K. Downes Officer (Principal Financial Officer
and Principal Accounting Officer)
/s/ Wayne A. Stork Director April 15, 1999
- -----------------------------------
Wayne A. Stork
/s/ Thomas F. Madison Director April 15, 1999
- -----------------------------------
Thomas F. Madison
/s/ Jan L. Yeomans Director April 15, 1999
- -----------------------------------
Jan L. Yeomans
/s/ Anthony D. Knerr Director April 15, 1999
- -----------------------------------
Anthony D. Knerr
</TABLE>
-37-
<PAGE>
Part C - Other Information
(continued)
INDEX TO EXHIBITS
Exhibit No. Exhibit
EX-99.A11 Articles of Amendment (February 9, 1999)
EX-99.A12 Articles of Supplementary (February 24, 1999)
EX-99.A13 Articles of Amendment (February 24, 1999)
EX-99.D10 Executed Investment Management Agreement (December 24, 1997)
between Delaware Management Company, Inc. and the Registrant on
behalf of The Small/Mid-Cap Value Equity Portfolio (renamed The
Mid-Cap Value Equity Portfolio)
EX-99.D18 Form of Investment Management Agreement (1999) between Delaware
Management Company and the Registrant on behalf of The Balanced
Portfolio, The Equity Income Portfolio and The Select Equity
Portfolio
EX-99.D19 Form of InvesAdent Management Agreement (1999) between Delaware
International Advisers Ltd. and the Registrant on behalf of The
International Small-Cap Portfolio
EX-99.E1(XII) Form of Distribution Agreement (1998) between Delaware
Distributors, L.P. and the Registrant on behalf of The Balanced
Portfolio, The Equity Income Portfolio, The Select Equity
Portfolio and The International Small-Cap Portfolio
EX-99.G9 Form of letter to add The Balanced Portfolio, The Equity Income
Portfolio, The Select Equity Portfolio and The International
Small-Cap Portfolio to the Custodian Agreement between the
Registrant and The Chase Manhattan Bank attached as Exhibit.
EX-99.H6 Form of Ninth Amended and Restated Shareholder Services Agreement
(1999) between Delaware Service Company, Inc. and the Registrant
on behalf of each Portfolio attached as Exhibit.
EX-99.H7(II) Form of Amendment No. 15 (June 1999) to Delaware Group of Funds
Fund Accounting Agreement
EX-99.M1 12b-1 Plan for REIT Fund A Class
EX-99.M2 12b-1 Plan for REIT Fund B Class
EX-99.M3 12b-1 Plan for REIT Fund C Class
EX-99.P2 Power of Attorney for Jan L. Yeomans
<PAGE>
DELAWARE POOLED TRUST, INC.
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
DELAWARE POOLED TRUST, INC., a Maryland corporation having its
principal office in Baltimore, Maryland (hereinafter called the "Corporation"),
hereby certifies to the Maryland State Department of Assessments and Taxation
that:
FIRST: The Corporation is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended.
SECOND: The Articles of Incorporation of the Corporation, as amended
and supplemented, are further amended as follows: (i) by redesignating and
changing the name of the existing series of the Corporation's Common Stock
currently designated as "The Small/Mid-Cap Value Equity Portfolio" series to
"The Mid-Cap Value Equity Portfolio" series; and (iv) by deleting the old series
name from the Articles of Incorporation, and inserting in lieu thereof the new
series name.
THIRD: The amendments to the Articles of Incorporation of the
Corporation as set forth above have been duly approved by a majority of the
entire Board of Directors of the Corporation as required by law and are limited
to a change permitted by Section 2-605(a)(4) of the Maryland General Corporation
Law to be made without action by the stockholders of the Corporation.
FOURTH: The amendments to the Articles of Incorporation of the
Corporation as set forth above do not change the preferences, conversion or
other rights, voting powers, restrictions, limitations as to dividends,
qualifications, or terms or conditions of redemption of the shares of the series
that are the subject of the amendments.
FIFTH: The Articles of Amendment shall become effective at 4:00 p.m.
(Eastern time) on February 9, 1999.
IN WITNESS WHEREOF, DELAWARE POOLED TRUST, INC. has caused these
Articles of Amendment to be signed in its name and on its behalf by its Senior
Vice President and attested by its Assistant Secretary on this 1st day of
February, 1999.
DELAWARE POOLED TRUST, INC.
By:/s/George M. Chamberlain, Jr.
George M. Chamberlain, Jr.
Senior Vice President and Secretary
ATTEST:
/s/ Michael T. Pellegrino
Michael T. Pellegrino
Assistant Secretary
<PAGE>
THE UNDERSIGNED, Senior Vice President of DELAWARE POOLED TRUST, INC.,
who executed on behalf of said Corporation the foregoing Articles of Amendment,
of which this certificate is made a part, hereby acknowledges, in the name and
on behalf of said Corporation, the foregoing Articles of Amendment 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 approval thereof are true in all material respects, under the
penalties of perjury.
------------------------------------
George M. Chamberlain, Jr.
Senior Vice President and Secretary
2
<PAGE>
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 18, 1999, adopted resolutions classifying and allocating unallocated
and unissued common stock of the Corporation as follows:
Fifty Million (50,000,000) shares of common stock with a par value of One Cent
($.01) per share to a new series of shares designated as The Small-Cap Value
Equity Portfolio.
SECOND: The shares of The Small-Cap Value Equity Portfolio shall have
the rights and privileges, and shall be subject to the limitations and
priorities, set forth in the Charter of the Corporation.
THIRD: The shares of The Small-Cap Value Equity Portfolio have been
classified by the Board of Directors pursuant to authority contained in the
Charter of the Corporation.
IN WITNESS WHEREOF, Delaware Pooled Trust, Inc. has caused these
Articles Supplementary to be signed in its name and on its behalf this 22nd day
of February, 1999.
DELAWARE POOLED TRUST, INC.
By: /s/Michael D. Mabry
-----------------------------------
Michael D. Mabry
Vice President, Assistant Secretary
and Associate General Counsel
Attest:
Eric E. Miller
- -------------------------------
Name: Eric E. Miller
Title: Senior Vice President
<PAGE>
THE UNDERSIGNED, Vice President, Assistant Secretary and
Associate General Counsel of DELAWARE POOLED TRUST, INC., who executed on behalf
of said Corporation the foregoing Articles Supplementary, of which this
instrument is made a part, hereby acknowledges, in the name of and on behalf of
said Corporation, said Articles Supplementary to be the corporate act of said
Corporation and further certifies that, to the best of his knowledge,
information and belief, the matters and facts set forth therein with respect to
the authorization and approval thereof are true in all material respects, under
the penalties of perjury.
/s/ Michael D. Mabry
---------------------------
Michael D. Mabry
-2-
<PAGE>
DELAWARE POOLED TRUST, INC.
ARTICLES OF AMENDMENT
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 Sections 2-605 and 2-607 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 18, 1999, adopted resolutions in accordance with Section 2-605(a)(4) of
the Maryland General Corporation Law changing the names of certain series of
stock of the Corporation set forth in Article Fifth of the Corporation's
Charter, as amended and supplemented from time to time, as follows:
(i) the name of The Growth and Income Portfolio is changed to The Core
Equity Portfolio;
SECOND: The Amendment was approved by a majority of the entire Board of
Directors and is limited to a change expressly permitted by Section 2-605(a)(4)
of the Maryland General Corporation Law to be made without action by
stockholders, and the Corporation is registered as an open-end company under the
Investment Company Act of 1940.
IN WITNESS WHEREOF, Delaware Pooled Trust, Inc. has caused these
Articles of Amendment to be signed in its name and on its behalf this 22nd day
of February, 1999.
DELAWARE POOLED TRUST, INC.
By: /s/ Michael D. Mabry
---------------------------------
Michael D. Mabry
Vice President, Assistant
Secretary and Associate General
Counsel
Attest:
/s/Eric E. Miller
- -----------------------------
Name: Eric E. Miller
Title: Senior Vice President
<PAGE>
THE UNDERSIGNED, Vice President, Assistant Secretary and
Associate General Counsel of DELAWARE GROUP POOLED TRUST, INC., who executed on
behalf of said Corporation the foregoing Articles of Amendment, of which this
instrument is made a part, hereby acknowledges, in the name of and on behalf of
said Corporation, said Articles of Amendment 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/Michael D. Mabry
---------------------------------
Michael D. Mabry
<PAGE>
DELAWARE POOLED TRUST, INC.
THE SMALL/MID-CAP VALUE EQUITY PORTFOLIO
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, made by and between DELAWARE POOLED TRUST, INC., Maryland
corporation ("Fund") for THE SMALL/MID-CAP VALUE EQUITY PORTFOLIO, (Portfolio")
and DELAWARE MANAGEMENT COMPANY, INC., a Delaware corporation ("Investment
Manager").
W I T N E S S E T H:
WHEREAS, the Fund has been organized and operates as an investment
company registered under the Investment Company Act of 1940 and engages in the
business of investing and reinvesting its assets in securities, and the
Investment Manager is a registered investment adviser under the Investment
Advisers Act of 1940 and engages in the business of providing investment
management services.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and each of the parties hereto intending to be legally bound, it is
agreed as follows:
1. The Fund hereby employs the Investment Manager to manage the
investment and reinvestment of the Portfolio's assets and to administer its
affairs, subject to the direction of the Board and officers of the Fund for the
period and on the terms hereinafter set forth. The Investment Manager hereby
accepts such employment and agrees during such period to render the services and
<PAGE>
assume the obligations herein set forth for the compensation herein provided.
The Investment Manager shall for all purposes herein, be deemed to be an
independent contractor, and shall, unless otherwise expressly provided and
authorized, have no authority to act for or represent the Fund in any way, or in
any way be deemed an agent of the Fund. The Investment Manager shall regularly
make decisions as to what securities to purchase and sell on behalf of the
Portfolio and shall give written instructions to the Trading Department
maintained by the Fund for implementation of such decisions and shall furnish
the Board of Directors of the Fund with such information and reports regarding
the Portfolio's investments as the Investment Manager deems appropriate or as
the Directors of the Fund may reasonably request.
2. The Fund shall conduct its own business and affairs and shall bear
the expenses and salaries necessary and incidental thereto including, but not in
limitation of the foregoing, the costs incurred in: the maintenance of its
corporate existence; the maintenance of its own books, records and procedures;
dealing with its own shareholders; the payment of dividends; transfer of stock,
including issuance, redemption and repurchase of shares; preparation of share
certificates; reports and notices to shareholders; calling and holding of
shareholders' meetings; miscellaneous office expenses; brokerage commissions;
custodian fees; legal and accounting fees; taxes; and federal and state
registration fees. Directors, officers and employees of the Investment Manager
-2-
<PAGE>
may be directors, officers and employees of the funds of which Delaware
Management Company, Inc. is Investment Manager. Directors, officers and
employees of the Investment Manager who are directors, officers and/or employees
of the funds shall not receive any compensation from the funds for acting in
such dual capacity.
In the conduct of the respective businesses of the parties hereto and
in the performance of this Agreement, the Fund and Investment Manager may share
facilities common to each, with appropriate proration of expenses between them.
3. (a) The Fund shall place and execute its own orders for the
purchase and sale of portfolio securities with broker/dealers. Subject to the
primary objective of obtaining the best available prices and execution, the Fund
will place orders for the purchase and sale of portfolio securities with such
broker/dealers selected from among those designated from time to time by the
Investment Manager, who provide statistical factual and financial information
and services to the Fund, to the Investment Manager or to any other Fund for
which the Investment Manager provides investment advisory services and/or with
broker/dealers who sell shares of the Fund or who sell shares of any other Fund
for which the Investment Manager provides investment advisory services.
Broker/dealers who sell shares of the funds of which Delaware Management
-3-
<PAGE>
Company, Inc. is investment manager, shall only receive orders for the purchase
or sale of portfolio securities to the extent that the placing of such orders is
in compliance with the Rules of the Securities and Exchange Commission and the
National Association of Securities Dealers, Inc.
(b) Notwithstanding the provisions of subparagraph (a) above and
subject to such policies and procedures as may be adopted by the Board of
Directors and officers of the Fund, the Investment Manager may ask the Fund and
the Fund may agree to pay a member of an exchange, broker or dealer an amount of
commission for effecting a securities transaction in excess of the amount of
commission another member of an exchange, broker or dealer would have charged
for effecting that transaction, in such instances where it and the Investment
Manager have determined in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research services
provided by such member, broker or dealer, viewed in terms of either that
particular transaction or the Investment Manager's overall responsibilities with
respect to the Fund and to other funds and other advisory accounts for which the
Investment Manager exercises investment discretion.
4. As compensation for the services to be rendered to the Fund by the
Investment Manager under the provisions of this Agreement, the Fund shall pay to
the Investment Manager monthly from the Portfolio's assets, a fee (at an annual
rate) equal to .75% of the daily average net assets of the Portfolio during the
month.
-4-
<PAGE>
If this Agreement is terminated prior to the end of any calendar
month, the management fee shall be prorated for the portion of any month in
which this Agreement is in effect according to the proportion which the number
of calendar days, during which the Agreement is in effect, bears to the number
of calendar days in the month, and shall be payable within 10 days after the
date of termination.
5. The services to be rendered by the Investment Manager to the Fund
under the provisions of this Agreement are not to be deemed to be exclusive, and
the Investment Manager shall be free to render similar or different services to
others so long as its ability to render the services provided for in this
Agreement shall not be impaired thereby.
6. The Investment Manager, its directors, officers, employees, agents
and shareholders may engage in other businesses, may render investment advisory
services to other investment companies, or to any other corporation,
association, firm or individual, and may render underwriting services to the
Fund or to any other investment company, corporation, association, firm or
individual.
-5-
<PAGE>
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. 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.
-6-
<PAGE>
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.
-7-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused their corporate
seals to be affixed and duly attested and their presents to be signed by their
duly authorized officers the 24th day of December, 1997.
Attest: DELAWARE POOLED TRUST, INC.
for THE SMALL/MID-CAP VALUE
EQUITY PORTFOLIO
/s/David P. O'Connor By: /s/David K. Downes
- ------------------------- ------------------------------
David P. O'Connor David K. Downes
Assistant Vice President Executive Vice President
Assistant Secretary Chief Operating Officer
Chief Financial Officer
Attest: DELAWARE MANAGEMENT COMPANY, INC.
/s/Eric E. Miller By: /s/Wayne A. Stork
- ------------------------- ------------------------------
Eric E. Miller Wayne A. Stork
Vice President Chairman, President,
Assistant Secretary Chief Executive Officer
-8-
<PAGE>
[REGISTRANT NAME]
FORM OF INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, made by and between [REGISTRANT], a Maryland
corporation ("Fund") on behalf of the [SERIES] ("Series"), and DELAWARE
MANAGEMENT COMPANY, a series of Delaware Management Business Trust, a Delaware
business trust ("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 is
currently comprised of [x] series, including the Series; as a separate series of
the Fund, each series engages in the business of investing and reinvesting its
assets in securities, and
WHEREAS, the Investment Manager is a registered investment
adviser under the Investment Advisers Act of 1940 and engages in the business of
providing investment management services; and
WHEREAS, in connection with the changes in investment manager,
the Fund on behalf of the Series and the Investment Manager desire to enter into
this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants
herein contained, and each of the parties hereto intending to be legally bound,
it is agreed as follows:
1. The Fund hereby employs the Investment Manager to manage
the investment and reinvestment of the Series' assets and to administer its
affairs, subject to the direction of the Fund's Board of Directors and officers
of the Fund for the period and on the terms hereinafter set forth. The
<PAGE>
Investment Manager hereby accepts such employment and agrees during such period
to render the services and assume the obligations herein set forth for the
compensation herein provided. The Investment Manager shall for all purposes
herein be deemed to be an independent contractor, and shall, unless otherwise
expressly provided and authorized, have no authority to act for or represent the
Fund in any way, or in any way be deemed an agent of the Fund. The Investment
Manager shall regularly make decisions as to what securities and other
instruments to purchase and sell on behalf of the Series and shall effect the
purchase and sale of such investments in furtherance of the Series' objectives
and policies and shall furnish the Board of Directors of the Fund with such
information and reports regarding the Series' investments as the Investment
Manager deems appropriate or as the Directors of the Fund may reasonably
request.
2. The Fund shall conduct its own business and affairs and
shall bear the expenses and salaries necessary and incidental thereto including,
but not in limitation of the foregoing, the costs incurred in: the maintenance
of its corporate existence; the maintenance of its own books, records and
procedures; dealing with its own shareholders; the payment of dividends;
transfer of stock, including issuance, redemption and repurchase of shares;
preparation of share certificates; reports and notices to shareholders; calling
and holding of shareholders' meetings; miscellaneous office expenses; brokerage
commissions; custodian fees; legal and accounting fees; taxes; and federal and
state registration fees. Directors, officers and employees of the Investment
Manager may be directors, officers and employees of any of the funds (including
the Fund) of which Delaware Management Company is investment manager. Directors,
officers and employees of the Investment Manager who are directors, officers
-2-
<PAGE>
and/or employees of these funds shall not receive any compensation from the
funds for acting in such dual capacity.
In the conduct of the respective businesses of the parties
hereto and in the performance of this Agreement, the Fund and Investment Manager
may share facilities common to each, with appropriate proration of expenses
between them.
3. (a) 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 and other instruments with such
broker/dealers selected who provide statistical, factual and financial
information and services to the Fund, to the Investment Manager, to any
Sub-Adviser, as defined in Paragraph 5 hereof, or to any other fund for which
the Investment Manager or any such Sub-Adviser provides investment advisory
services and/or with broker/dealers who sell shares of the Fund or who sell
shares of any other fund for which the Investment Manager or any such
Sub-Adviser provides investment advisory services. Broker/dealers who sell
shares of the funds of which Delaware Management Company is investment manager,
shall only receive orders for the purchase or sale of portfolio securities to
the extent that the placing of such orders is in compliance with the Rules of
the Securities and Exchange Commission and the National Association of
Securities Dealers, Inc.
(b) Notwithstanding the provisions of subparagraph (a)
above and subject to such policies and procedures as may be adopted by the Board
of Directors and officers of the Fund, the Investment Manager may ask the Fund
and the Fund may agree to pay a member of an exchange, broker or dealer an
amount of commission for effecting a securities transaction in excess of the
-3-
<PAGE>
amount of commission another member of an exchange, broker or dealer would have
charged for effecting that transaction, in such instances where the Fund and the
Investment Manager have determined in good faith that such amount of commission
was reasonable in relation to the value of the brokerage and research services
provided by such member, broker or dealer, viewed in terms of either that
particular transaction or the Investment Manager's overall responsibilities with
respect to the Fund and to other funds and other advisory accounts for which the
Investment Manager or any Sub-Adviser, as defined in Paragraph 5 hereof,
exercises investment discretion.
4. As compensation for the services to be rendered to the Fund
by the Investment Manager under the provisions of this Agreement, the Fund shall
pay to the Investment Manager monthly from the Series' assets, a fee on the
average daily net assets of the Series during the month. Such fee shall be
calculated in accordance with the following schedule:
Monthly Annual Rate Average Daily Net Assets
------- ----------- ------------------------
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.
-4-
<PAGE>
5. The Investment Manager may, at its expense, select and
contract with one or more investment advisers registered under the Investment
Advisers Act of 1940 (the "Sub-Adviser") to perform some or all of the services
for the Series for which it is responsible under this Agreement. The Investment
Manager will compensate any Sub-Adviser for its services to the Series. The
Investment Manager may terminate the services of any Sub-Adviser at any time in
its sole discretion, and shall at such time assume the responsibilities of such
Sub-Adviser unless and until a successor Sub-Adviser is selected and the
requisite approval of the Series' shareholders is obtained. The Investment
Manager will continue to have responsibility for all advisory services furnished
by any Sub-Adviser.
6. The services to be rendered by the Investment Manager to
the Fund under the provisions of this Agreement are not to be deemed to be
exclusive, and the Investment Manager shall be free to render similar or
different services to others so long as its ability to render the services
provided for in this Agreement shall not be impaired thereby.
7. The Investment Manager, its directors, officers, employees,
agents and shareholders may engage in other businesses, may render investment
advisory services to other investment companies, or to any other corporation,
association, firm or individual, and may render underwriting services to the
Fund or to any other investment company, corporation, association, firm or
individual.
8. The Investment Manager or its affiliates are permitted to
use the identifying names "Delaware," "Delaware Investments," or "Delaware
Group" when sponsoring Funds (or their series or classes), whether already
existing or to be created in the future. The Investment Manager hereby consents
-5-
<PAGE>
to the Fund's use of the identifying words "Delaware," "Delaware Investments,"
or "Delaware Group" in the name of the Fund, or any series or class of shares of
the Fund. In the event that the Investment Manager ceases to be the Fund's
investment manager, or otherwise determines that the Fund should no longer
utilize such names for any reason, the Investment Manager may revoke its consent
in writing and the Fund will promptly cease using such names for the Fund, its
series or classes, and will take all necessary steps to amend the Fund's
Articles of Incorporation and Bylaws to reflect a name change.
9. In the absence of willful misfeasance, bad faith, gross
negligence, or a reckless disregard of the performance of its duties as the
Investment Manager to the Fund, the Investment Manager shall not be subject to
liability 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.
10. This Agreement shall be executed and become effective as
of the date written below if approved by the vote of a majority of the
outstanding voting securities of the Series. It shall continue in effect for a
period of two years 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 the vote of a majority of the outstanding voting securities of
the Series and only if the terms and the renewal hereof have been approved by
the vote of a majority of the Directors of the Fund who are not parties hereto
or interested persons of any such party, cast in person at a meeting called for
the purpose of voting on such approval. Notwithstanding the foregoing, this
Agreement may be terminated by the Fund at any time, without the payment of a
-6-
<PAGE>
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 the vote of a majority of the outstanding voting securities of the
Series. The Investment Manager may terminate this Agreement at any time, without
the payment of a penalty, on sixty days' written notice to the Fund of its
intention to do so. Upon termination of this Agreement, the obligations of all
the parties hereunder shall cease and terminate as of the date of such
termination, except for any obligation to respond for a breach of this Agreement
committed prior to such termination, and except for the obligation of the Fund
to pay to the Investment Manager the fee provided in Paragraph 4 hereof,
prorated to the date of termination. This Agreement shall automatically
terminate in the event of its assignment.
11. This Agreement shall extend to and bind the heirs,
executors, administrators and successors of the parties hereto.
12. 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.
IN WITNESS WHEREOF, the parties hereto have caused their
corporate seals to be affixed and duly attested and their presents to be signed
by their duly authorized officers as of the _____ day of _________, _ _ _ _.
[REGISTRANT NAME].
for the [SERIES NAME]
By:
Name:
Title:
Attest:
Name:
Title:
-7-
<PAGE>
DELAWARE MANAGEMENT COMPANY, a
series of DELAWARE MANAGEMENT BUSINESS TRUST
By:
Name:
Title:
Attest:
Name:
Title:
-8-
<PAGE>
EX-99.B5I
EXHIBIT 24 (B)(5)(I)
[REGISTRANT NAME]
FORM OF INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, made by and between [REGISTRANT], a Maryland
corporation ("Fund") on behalf of the [SERIES] ("Series"), and DELAWARE
MANAGEMENT COMPANY, a series of Delaware Management Business Trust, a Delaware
business trust ("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 is
currently comprised of [x] series, including the Series; as a separate series of
the Fund, each series engages in the business of investing and reinvesting its
assets in securities, and
WHEREAS, the Investment Manager is a registered investment
adviser under the Investment Advisers Act of 1940 and engages in the business of
providing investment management services; and
WHEREAS, in connection with the changes in investment manager,
the Fund on behalf of the Series and the Investment Manager desire to enter into
this Agreement.
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:
<PAGE>
1. The Fund hereby employs the Investment Manager to manage
the investment and reinvestment of the Series' assets and to administer its
affairs, subject to the direction of the Fund's Board of Directors and officers
of the Fund for the period and on the terms hereinafter set forth. The
Investment Manager hereby accepts such employment and agrees during such period
to render the services and assume the obligations herein set forth for the
compensation herein provided. The Investment Manager shall for all purposes
herein be deemed to be an independent contractor, 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 and other
instruments to purchase and sell on behalf of the Series and shall effect the
purchase and sale of such investments in furtherance of the Series' objectives
and policies and shall furnish the Board of Directors of the Fund with such
information and reports regarding the Series' investments as the Investment
Manager deems appropriate or as the Directors of the Fund may reasonably
request.
2. The Fund shall conduct its own business and affairs and
shall bear the expenses and salaries necessary and incidental thereto including,
but not in limitation of the foregoing, the costs incurred in: the maintenance
of its corporate existence; the maintenance of its own books, records and
procedures; dealing with its own shareholders; the payment of dividends;
transfer of stock, including issuance, redemption and repurchase of shares;
preparation of share certificates; reports and notices to shareholders; calling
and holding of shareholders' meetings; miscellaneous office expenses; brokerage
commissions; custodian fees; legal and accounting fees; taxes; and federal and
state registration fees. Directors, officers and employees of the Investment
Manager may be directors, officers and employees of any of the funds (including
the Fund) of which Delaware Management Company is investment manager. Directors,
officers and employees of the Investment Manager who are directors, officers
and/or employees of these funds shall not receive any compensation from the
funds for acting in such dual capacity.
-2-
<PAGE>
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 and other instruments with such
broker/dealers selected who provide statistical, factual and financial
information and services to the Fund, to the Investment Manager, to any
Sub-Adviser, as defined in Paragraph 5 hereof, or to any other fund for which
the Investment Manager or any such Sub-Adviser provides investment advisory
services and/or with broker/dealers who sell shares of the Fund or who sell
shares of any other fund for which the Investment Manager or any such
Sub-Adviser provides investment advisory services. Broker/dealers who sell
shares of the funds of which Delaware Management Company is investment manager,
shall only receive orders for the purchase or sale of portfolio securities to
the extent that the placing of such orders is in compliance with the Rules of
the Securities and Exchange Commission and the National Association of
Securities Dealers, Inc.
(b) Notwithstanding the provisions of subparagraph (a)
above and subject to such policies and procedures as may be adopted by the Board
of Directors and officers of the Fund, the Investment Manager may ask the Fund
and the Fund may agree to pay a member of an exchange, broker or dealer an
amount of commission for effecting a securities transaction in excess of the
amount of commission another member of an exchange, broker or dealer would have
charged for effecting that transaction, in such instances where the Fund and the
Investment Manager have determined in good faith that such amount of commission
was reasonable in relation to the value of the brokerage and research services
provided by such member, broker or dealer, viewed in terms of either that
particular transaction or the Investment Manager's overall responsibilities with
respect to the Fund and to other funds and other advisory accounts for which the
Investment Manager or any Sub-Adviser, as defined in Paragraph 5 hereof,
exercises investment discretion.
-3-
<PAGE>
4. As compensation for the services to be rendered to the Fund
by the Investment Manager under the provisions of this Agreement, the Fund shall
pay to the Investment Manager monthly from the Series' assets, a fee on the
average daily net assets of the Series during the month. Such fee shall be
calculated in accordance with the following schedule:
Monthly Annual Rate Average Daily Net Assets
------- ----------- ------------------------
If this Agreement is terminated prior to the end of any
calendar month, the management fee shall be prorated for the portion of any
month in which this Agreement is in effect according to the proportion which the
number of calendar days, during which the Agreement is in effect, bears to the
number of calendar days in the month, and shall be payable within 10 days after
the date of termination.
5. The Investment Manager may, at its expense, select and
contract with one or more investment advisers registered under the Investment
Advisers Act of 1940 (the "Sub-Adviser") to perform some or all of the services
for the Series for which it is responsible under this Agreement. The Investment
Manager will compensate any Sub-Adviser for its services to the Series. The
Investment Manager may terminate the services of any Sub-Adviser at any time in
its sole discretion, and shall at such time assume the responsibilities of such
Sub-Adviser unless and until a successor Sub-Adviser is selected and the
requisite approval of the Series' shareholders is obtained. The Investment
Manager will continue to have responsibility for all advisory services furnished
by any Sub-Adviser.
-4-
<PAGE>
6. The services to be rendered by the Investment Manager to
the Fund under the provisions of this Agreement are not to be deemed to be
exclusive, and the Investment Manager shall be free to render similar or
different services to others so long as its ability to render the services
provided for in this Agreement shall not be impaired thereby.
7. The Investment Manager, its directors, officers, employees,
agents and shareholders may engage in other businesses, may render investment
advisory services to other investment companies, or to any other corporation,
association, firm or individual, and may render underwriting services to the
Fund or to any other investment company, corporation, association, firm or
individual.
8. The Investment Manager or its affiliates are permitted to
use the identifying names "Delaware," "Delaware Investments," or "Delaware
Group" when sponsoring Funds (or their series or classes), whether already
existing or to be created in the future. The Investment Manager hereby consents
to the Fund's use of the identifying words "Delaware," "Delaware Investments,"
or "Delaware Group" in the name of the Fund, or any series or class of shares of
the Fund. In the event that the Investment Manager ceases to be the Fund's
investment manager, or otherwise determines that the Fund should no longer
utilize such names for any reason, the Investment Manager may revoke its consent
in writing and the Fund will promptly cease using such names for the Fund, its
series or classes, and will take all necessary steps to amend the Fund's
Articles of Incorporation and Bylaws to reflect a name change.
-5-
<PAGE>
9. In the absence of willful misfeasance, bad faith, gross
negligence, or a reckless disregard of the performance of its duties as the
Investment Manager to the Fund, the Investment Manager shall not be subject to
liability 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.
10. This Agreement shall be executed and become effective as
of the date written below if approved by the vote of a majority of the
outstanding voting securities of the Series. It shall continue in effect for a
period of two years 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 the vote of a majority of the outstanding voting securities of
the Series and only if the terms and the renewal hereof have been approved by
the vote of a majority of the Directors of the Fund who are not parties hereto
or interested persons of any such party, cast in person at a meeting called for
the purpose of voting on such approval. Notwithstanding the foregoing, this
Agreement may be terminated by the Fund at any time, without the payment of a
penalty, on sixty days' written notice to the Investment Manager of the Fund's
intention to do so, pursuant to action by the Board of Directors of the Fund or
pursuant to the vote of a majority of the outstanding voting securities of the
Series. The Investment Manager may terminate this Agreement at any time, without
the payment of a penalty, on sixty days' written notice to the Fund of its
intention to do so. Upon termination of this Agreement, the obligations of all
the parties hereunder shall cease and terminate as of the date of such
termination, except for any obligation to respond for a breach of this Agreement
committed prior to such termination, and except for the obligation of the Fund
to pay to the Investment Manager the fee provided in Paragraph 4 hereof,
prorated to the date of termination. This Agreement shall automatically
terminate in the event of its assignment.
-6-
<PAGE>
11. This Agreement shall extend to and bind the heirs,
executors, administrators and successors of the parties hereto.
12. 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.
IN WITNESS WHEREOF, the parties hereto have caused their
corporate seals to be affixed and duly attested and their presents to be signed
by their duly authorized officers as of the _____ day of _________, _ _ _ _.
[REGISTRANT NAME].
for the [SERIES NAME]
By:
Name:
Title:
Attest:
Name:
Title:
DELAWARE MANAGEMENT COMPANY, a
series of DELAWARE MANAGEMENT BUSINESS TRUST
By:
Name:
Title:
Attest:
Name:
Title:
-7-
<PAGE>
DELAWARE POOLED TRUST, INC.
THE PORTFOLIO
DISTRIBUTION AGREEMENT
Agreement made as of this _____ day of _________, 199 by and between
DELAWARE POOLED TRUST, INC., a Maryland corporation (the "Fund") for The
Small-Cap Growth Equity 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 principal, to advertise,
promote, offer and sell Portfolio shares to the classes of
investors described in the Portfolio's Prospectus, as such may
be amended from time to time.
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 Agreement 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.
<PAGE>
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 Agreement, and except with the
Distributor's written consent or as provided in Paragraph
3(b) hereof, it will not sell Portfolio shares other than
through the efforts of the Distributor.
(b) The Fund reserves the right from time to time (1) to sell
and issue shares other than for cash; (2) to issue shares
in exchange for substantially all of the assets of any
corporation or trust, or in exchange for shares of any
corporation or trust; (3) to pay stock dividends to its
shareholders, or to pay dividends in cash or stock at the
option of its shareholders, or to sell stock to existing
shareholders 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 shareholders as a whole, by the use of transferable
rights or otherwise, and to sell and issue shares pursuant
to such offers; and (5) to act as its own distributor in
any jurisdiction where the Distributor is not registered
as a broker-dealer.
4. The Fund warrants the following:
(a) The Fund is, or will be, a properly registered investment
company, and any and all Portfolio shares which it will
sell through the Distributor are, or will be, properly
registered with the Securities and Exchange Commission
("SEC").
(b) The provisions of this 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.
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-
<PAGE>
(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 shareholders, and unaudited quarterly balance
sheets and income statements for the period from the
beginning of the then current fiscal year to such
balance sheet dates; and (b) a profit and loss
statement and a balance sheet at the end of each
fiscal half year accompanied by a copy of the
certificate or report thereon of an independent public
accountant (who may be the regular accountant for the
Fund), provided that in lieu of furnishing at the end
of any fiscal half year a statement of profit and loss
and a balance sheet certified by an independent public
accountant as above required, the Fund may furnish a
true copy of its detailed semi-annual report to its
shareholders;
(3) will promptly advise the Distributor in person or by
telephone or telegraph, and promptly confirm such
advice in writing, (a) when any amendment or
supplement to the Registration Statement becomes
effective, (b) of any request by the SEC for
amendments or supplements to the Registration
Statement or the Prospectus or for additional
information, and (c) of the issuance by the SEC of any
Stop Order suspending the effectiveness of the
Registration Statement, or the initiation of any
proceedings for that purpose;
(4) if at any time the SEC shall issue any Stop Order
suspending the effectiveness of the Registration
Statement, will make every reasonable effort to obtain
the lifting of such order at the earliest possible
moment;
(5) will from time to time, use its best efforts to keep a
sufficient supply of Portfolio shares authorized, any
increases being subject to the approval of
shareholders, as may be required;
(6) before filing any further amendment to the
Registration Statement or to the Prospectus, will
furnish the Distributor copies of the proposed
amendment and will not, at any time, whether before or
after the effective date of the Registration
Statement, file any amendment to the Registration
Statement or supplement to the Prospectus of which the
Distributor shall not previously have been advised or
to which the Distributor shall reasonably object
(based upon the accuracy or completeness thereof) in
writing;
(7) will continue to make available to its shareholders
(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
-3-
<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
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, the provisions of its Articles of
Incorporation and the Conduct Rules of the National
Association of Securities Dealers, Inc.
8. The responsibility of the Distributor hereunder shall be
limited to the promotion of sales of Portfolio shares. The
Distributor shall undertake to promote such sales solely as
agent of the Fund, and shall not purchase or sell such shares
as principal. Orders for Portfolio shares and payment for such
orders shall be directed to the Fund for acceptance or to the
Fund's agent, Delaware Service Company, Inc. ("DSC") for
acceptance on behalf of the Fund. The Distributor is not
empowered to approve orders for sales of Portfolio shares or
accept payment for such orders. Sales of Portfolio shares
shall be deemed to be made when and where accepted by the Fund
or by DSC on behalf of the Fund.
9. With respect to the apportionment of costs between the Fund
and the Distributor of activities with which both are
concerned, the following will apply:
(a) The Fund and the Distributor will cooperate in preparing
the Registration Statements, the Prospectus, and all
amendments, supplements and replacements thereto. The Fund
will pay all costs incurred in the preparation of the
Fund's registration statement, including typesetting, the
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.
-4-
<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 Agreement. 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 hereunder or by reason of their reckless disregard of
their obligations and duties under this Agreement.
12. Copies of financial reports, registration statements and
prospectuses, as well as demands, notices, requests, consents,
waivers, and other communications in writing which it may be
necessary or desirable for either party to deliver or furnish
to the other will be duly delivered or furnished, if delivered
to such party at its address shown below during regular
business hours, or if sent to that party by registered mail or
by prepaid telegram filed with an office or with an agent of
Western Union, in all cases within the time or times herein
prescribed, addressed to the recipient at 1818 Market Street,
Philadelphia, Pennsylvania 19103, or at such other address as
the Fund or the Distributor may designate in writing and
furnish to the other.
13. This Agreement shall not be assigned, as that term is defined
in the Investment Company Act of 1940, by the Distributor and
shall terminate automatically in the event of its attempted
assignment by the Distributor. This Agreement shall not be
assigned by the Fund without the written consent of the
Distributor signed by its duly authorized officers and
delivered to the Fund. Except as specifically provided in the
indemnification provisions contained in Paragraph 11 hereof,
this Agreement and all conditions and provisions hereof are
for the sole and exclusive benefit of the parties hereto and
their legal successors and no express or implied provision of
this Agreement 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 Agreement 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 Agreement and not to the holder of any
share of the Fund.
-5-
<PAGE>
14. (a) This Agreement 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 Agreement on written
notice to the Fund at any time in case the effectiveness
of the Registration Statement shall be suspended, or in
case Stop Order proceedings are initiated by the SEC in
respect of the Registration Statement and such proceedings
are not withdrawn or terminated within thirty days. The
Distributor may also terminate this Agreement at any time
by giving the Fund written notice of its intention to
terminate it 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 Agreement 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 partners for the Distributor's liquidation or
dissolution or the winding up of the Distributor's
affairs; (2) if a receiver or trustee of the Distributor
or any of its property is appointed and such appointment
is not vacated within thirty days thereafter; (3) if, due
to any action by or before any court or any federal or
state commission, regulatory body, or administrative
agency or other governmental body, the Distributor shall
be prevented from selling securities in the United States
or because of any action or conduct on the Distributor's
part, sales of Portfolio shares are not qualified for
sale. The Fund may also terminate this Agreement 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
Agreement, and of each part hereof, will be governed by the
laws of the Commonwealth of Pennsylvania.
-6-
<PAGE>
16. In the event any provision of this Agreement is determined to
be void or unenforceable, such determination shall not affect
the remainder of the Agreement, 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 PORTFOLIO
Attest:
___________________________ By:________________________________
Name: Name:
Title: Title:
-7-
<PAGE>
As of 1999
VIA UPS OVERNIGHT
- -----------------
The Chase Manhattan Bank
4 Chase MetroTech Center
Brooklyn, New York 11245
Attention: Global Custody Division
Re: Global Custody Agreement, Effective May 1, 1996, as amended November
20, 1997 between The Chase Manhattan Bank and those registered
investment companies (and on behalf of certain series thereof), listed
on Schedule A and Appendix A,respectively, attached thereto
("Agreement")
----------------------------------------------------------------------
Ladies and Gentlemen:
Pursuant to the provisions of Section 1 of the Agreement, the undersigned, on
behalf of Delaware Pooled Trust, Inc. for the benefit of the Portfolios (the
"Portfolios") hereby appoints The Chase Manhattan Bank to provide custodial
services for the Portfolios under and in accordance with the terms of the
Agreement and accordingly, requests that the Portfolios be added to Schedule A
and Appendix A, respectively, to the Agreement effective April 30, 1998. Kindly
acknowledge your agreement to provide such services and to add the Portfolios to
Schedule A and Appendix A, respectively, to the Agreement by signing in the
space provided below.
DELAWARE POOLED TRUST, INC.
on behalf of PORTFOLIOS
By:
David K. Downes
Its: Executive Vice President
Chief Operating Officer
Chief Financial Officer
AGREED:
THE CHASE MANHATTAN BANK
By:
Its: Vice President
<PAGE>
DELAWARE POOLED TRUST, INC.
NINTH AMENDED AND RESTATED SHAREHOLDERS SERVICES AGREEMENT
THIS AGREEMENT, made as of this ____ day of __________, 1999 by and
between DELAWARE POOLED TRUST, INC. (the "Fund"), a Maryland Corporation, for
THE MID-CAP GROWTH EQUITY PORTFOLIO, THE LARGE-CAP VALUE EQUITY PORTFOLIO, THE
MID-CAP VALUE EQUITY PORTFOLIO, THE EMERGING MARKETS PORTFOLIO, THE INTERMEDIATE
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 REAL ESTATE
INVESTMENT TRUST PORTFOLIO, THE REAL ESTATE INVESTMENT TRUST PORTFOLIO II, THE
GLOBAL EQUITY PORTFOLIO, THE AGGREGATE FIXED INCOME PORTFOLIO, THE DIVERSIFIED
CORE FIXED INCOME PORTFOLIO, THE SMALL-CAP GROWTH EQUITY PORTFOLIO, THE CORE
EQUITY PORTFOLIO and THE SMALL-CAP VALUE EQUITY 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 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
Large-Cap Value Equity Portfolio (formerly The Defensive Equity Portfolio), The
Mid-Cap Growth Equity Portfolio (formerly The Aggressive Growth Portfolio), The
International Equity Portfolio and The Intermediate Fixed Income Portfolio
(formerly 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
<PAGE>
WHEREAS, the Second Amended and Restated Agreement was amended on
November 29, 1995, to include The Small/Mid-Cap Value Equity Portfolio (formerly
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 Third Amended and Restated Agreement was amended on April
14, 1997 to include The Emerging Markets Portfolio ("Fourth Amended and Restated
Agreement");
WHEREAS, the Fund and DSC amended the Fourth Amended and Restated
Agreement on October 14, 1997 to modify the compensation schedule as it applies
to The Real Estate Investment Trust Portfolio, to reflect the restructuring of
that Portfolio to add retail classes of shares, to add The Real Estate
Investment Trust Portfolio II and The Global Equity Portfolio and to reflect the
deletion of The Defensive Equity Utility Portfolio, shares of which were
deregistered by action of the Fund's Board ("Fifth Amended and Restated
Agreement"); and
WHEREAS, the Fund and DSC wish to amend the Fifth Amended and Restated
Agreement to add The Diversified Core Fixed Income Portfolio and The Aggregate
Fixed Income Portfolio;
WHEREAS, the Fund and DSC wish to amend the sixth Amended and Restated
Agreement to add The Diversified Core Fixed Income Portfolio and The Aggregate
Fixed Income Portfolio;
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 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 of the Portfolios in the
forms approved by the Board of Directors of the Fund;
(f) A copy of the Fund's currently effective Prospectuses and
Statement of Additional Information under the Securities Act of 1933, if
effective;
<PAGE>
(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;
(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
(k) Any amendment, revocation or other documents altering,
adding, qualifying or repealing any document or authority called for under this
Section 2.1.
2.2 The Fund and DSC may consult as to forms or documents that may be
required in performing services hereunder.
2.3 The Fund shall provide or make available to DSC a certified copy of
any resolution of the stockholders or the Board of Directors of the Fund
providing for a dividend, capital gains distribution, distribution of capital,
stock dividend, stock split or other similar action affecting the authorization
or issuance of shares of the Fund or the payment of dividends.
2.4 In the case of any recapitalization or other capital adjustment
requiring a change in the form of stock certificates 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 registered and lawfully issued under
applicable federal and state laws.
(b) The provisions of this contract do not violate the terms
of any instrument by which the Fund is bound; nor do they violate any law or
regulation of any body having jurisdiction over the Fund or its property.
<PAGE>
2.6 DSC warrants the following:
(a) DSC is and will be properly registered as a transfer agent
under the Securities and Exchange Act of 1934 and is duly authorized to serve,
and may lawfully serve as such.
(b) The provisions of this contract do not violate the terms
of any instrument by which DSC is bound; nor do they violate any law or
regulation of any body having jurisdiction over DSC or its property.
III. STOCK CERTIFICATES
3.1 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, 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 Fund, 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.
(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.
<PAGE>
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 stockholders of each Portfolio's dividends, capital
gains distributions or any payments from other sources as directed by the Fund.
In connection therewith, but not in the 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.
(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 of
each Portfolio, 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 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
investors and stockholders of each Portfolio, including retirement plans,
including activities not otherwise provided in Section I through V of this
Agreement.
<PAGE>
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.
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.
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.
<PAGE>
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 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 investigation or defending any such claim or any administrative or
other proceeding, and acknowledges that any risk of loss or damage arising from
the conduct of the Fund's affairs in accordance herewith or in accordance with
Guidelines or instructions given hereunder, shall be borne by the Fund.
X. CONTRACTUAL STATUS
10.1 This Agreement shall be executed and become effective on the date
first written above if approved by a vote of the Board of Directors of the Fund,
including an affirmative vote of a majority of the non-interested members of the
Board, cast in person at a meeting called for the purpose of voting on such
approval. It shall continue in effect for an indeterminate period, and is
subject to termination on sixty (60) days notice by either party unless earlier
terminated or amended by agreement among the parties. Compensation under this
Agreement shall require approval by a majority vote of the Board of Directors of
the Fund, including an affirmative vote of the majority of the non-interested
members of the Board cast in person at a meeting called for the purpose of
voting on such approval.
<PAGE>
10.2 This Agreement may not be assigned without the approval of the
Fund.
10.3 This Agreement shall be governed by the laws of the Commonwealth
of Pennsylvania.
DELAWARE SERVICE COMPANY, INC.
ATTEST:________________________ By:_________________________________
Name: Name:
Title: Title:
DELAWARE POOLED TRUST, INC. for
THE MID-CAP GROWTH EQUITY PORTFOLIO
THE LARGE-CAP VALUE EQUITY PORTFOLIO
THE MID-CAP VALUE EQUITY
PORTFOLIO
THE EMERGING MARKETS PORTFOLIO
THE INTERMEDIATE 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
THE REAL ESTATE INVESTMENT
TRUST PORTFOLIO II
THE GLOBAL EQUITY PORTFOLIO
THE DIVERSIFIED CORE FIXED INCOME
PORTFOLIO
THE AGGREGATE FIXED INCOME PORTFOLIO
THE SMALL-CAP GROWTH EQUITY
PORTFOLIO
THE CORE EQUITY PORTFOLIO
THE SMALL-CAP VALUE EQUITY PORTFOLIO
THE BALANCED PORTFOLIO
THE EQUITY INCOME PORTFOLIO
THE SELECT EQUITY PORTFOLIO
THE INTERNATIONAL SMALL-CAP PORTFOLIO
ATTEST:________________________ By:____________________________________
Name: Name:
Title: Title:
<PAGE>
SCHEDULE A
DELAWARE POOLED TRUST, INC.
(THE "FUND")
EIGHTH AMENDED AND RESTATED
SHAREHOLDERS SERVICES AGREEMENT
COMPENSATION SCHEDULE
1. Delaware Service Company, Inc. ("DSC") will determine and report to the
Fund, at least annually, the compensation for services to be provided to
the Fund for DSC's forthcoming fiscal year or period.
2. In determining such compensation, DSC will fix and report a fee to be
charged per account and/or transaction, as may be applicable, for services
provided. DSC will bill, and the Fund will pay, such compensation monthly.
3. For the period commencing on January 1, 1997, the charge will consist of
two charges for all the Funds in the Delaware Group, except the Delaware
Group Premium Fund, Inc. and the Delaware Pooled Trust, Inc. (other than
with respect to The Real Estate Investment Trust Portfolio effective
October 14, 1997), an annual charge and a per transaction charge for each
account on the transfer agent's records and each account on an automated
retirement processing system. These charges are as follows:
<PAGE>
SCHEDULE A
DELAWARE POOLED TRUST, INC.
(THE "FUND")
EIGHTH AMENDED AND RESTATED
SHAREHOLDERS SERVICES AGREEMENT
COMPENSATION SCHEDULE
CONTINUED
<PAGE>
AMENDMENT NO. 15
to
SCHEDULE A
of
DELAWARE GROUP OF FUNDS*
FUND ACCOUNTING AGREEMENT
Delaware Group Adviser Funds, Inc.
Corporate Income Fund (liquidated September 19, 1997)
Enterprise Fund (liquidated September 19, 1997)
Federal Bond Fund (liquidated September 19, 1997)
New Pacific Fund
U.S. Growth Fund
Overseas Equity Fund (formerly World Growth Fund)
Delaware Group Cash Reserve, Inc.
Delaware Group Equity Funds I, Inc. (formerly Delaware)
Delaware Balanced Fund (formerly Delaware Fund)
Devon Fund
Delaware Group Equity Funds II, Inc. (formerly Decatur)
Blue Chip Fund (New)
Decatur Equity Income Fund (formerly Decatur Income Fund)
Growth and Income Fund (formerly Decatur Total Return Fund)
Social Awareness Fund (formerly Quantum Fund) (New)
Diversified Value Fund (New)
Delaware Group Equity Funds III, Inc. (formerly Trend)
Trend Fund
Delaware Group Equity Funds IV, Inc. (formerly DelCap)
Capital Appreciation Fund (New)
DelCap Fund
Delaware Group Equity Funds V, Inc. (formerly Value)
Small Cap Value Fund (formerly Value Fund)
Retirement Income Fund (New)
Mid-Cap Value Fund (New)
Small Cap Contrarian Fund (New)
- ------------------
*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 Foundation Funds (New)
Balanced Portfolio (New)
Growth Portfolio (New)
Income Portfolio (New)
The Asset Allocation Portfolio (New)
Delaware Group Government Fund, Inc.
Government Income Series (U.S. Government Fund )
Delaware Group Global & International Funds, Inc.
Emerging Markets Fund (New)
Global Equity Fund (formerly Global Assets Fund)
Global Bond Fund
International Equity Fund
Global Opportunities Fund (formerly Global Equity Fund) (New)
International Small Cap Fund (New)
New Europe Fund (New)
Latin America Fund (New)
Delaware Group Income Funds, Inc. (formerly Delchester)
Delchester Fund
High-Yield Opportunities Fund (New)
Strategic Income Fund (New)
Corporate Bond Fund (New)
Extended Duration Bond Fund (New)
Delaware Group Limited-Term Government Funds, Inc.
Limited-Term Government Fund
U. S. Government Money Fund (liquidated December 18, 1998)
Delaware Pooled Trust, Inc.
The Mid-Cap Growth Equity Portfolio (formerly The Aggressive Growth
Portfolio)
The Large-Cap Value Equity Portfolio
(formerly The Defensive Equity Portfolio)
The Mid-Cap Value Equity Portfolio (formerly The Small/Mid-Cap Value
Equity Portfolio and The Defensive Equity Small/Mid-Cap
Portfolio)(New)
The Defensive Equity Utility Portfolio (deregistered January 14, 1997)
The Emerging Markets Portfolio (New)
The Intermediate Fixed Income Portfolio
(formerly 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
The Global Equity Portfolio (New)
The Real Estate Investment Trust Portfolio II (New)
The Diversified Core Fixed Income Portfolio (New)
The Aggregate Fixed Income Portfolio (New)
The Small-Cap Growth Equity Portfolio (New)
The Growth and Income Portfolio (New)
The Small-Cap Value Equity Portfolio (New)
The Balanced Portfolio (New)
The Equity Income Porfolio(New)
The Select Equity Portflio (New)
The International Small-Cap Portfolio (New)
<PAGE>
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
Social Awareness Series (formerly Quantum Series) (New)
REIT Series (New)
Strategic Income Series (New)
Trend Series
Small Cap Value Series (formerly Value Series)
Aggressive Growth Series (New)
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 State Tax-Free Income Trust (formerly DMCT Tax-Free Income
Trust-Pennsylvania)
Tax-Free Pennsylvania Fund
Tax-Free New Jersey Fund (New)
Tax-Free Ohio Fund (New)
Voyageur Funds, Inc.
Voyageur US 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)
Voyageur Investment Trust II
Florida Limited Term Tax Free Fund (New) (liquidated November 18,
1998)
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)
<PAGE>
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)
<PAGE>
Dated as of June 29, 1999
DELAWARE SERVICE COMPANY, INC.
By:
------------------------------------------------------------------
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 III, INC.
DELAWARE GROUP EQUITY FUNDS IV, INC.
DELAWARE GROUP EQUITY FUNDS V, INC.
DELAWARE GROUP FOUNDATION FUNDS
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 STATE TAX-FREE INCOME TRUST
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX-FREE MONEY 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.
By:
---------------------------
Jeffrey J. Nick
Chairman
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DISTRIBUTION PLAN
DELAWARE POOLED TRUST, INC.
THE REAL ESTATE INVESTMENT TRUST PORTFOLIO
REIT FUND A CLASS
The following Distribution Plan (the "Plan") has been adopted pursuant
to Rule l2b-l under the Investment Company Act of l940 (the "Act") by Delaware
Pooled Trust, Inc., (the "Fund"), for The Real Estate Investment Trust Portfolio
(the "Portfolio") on behalf of REIT Fund A Class ("Class"), which Fund,
Portfolio and Class may do business under these or such other names as the Board
of Directors of the Fund may designate from time to time. The Plan has been
approved by a majority of the Board of Directors, including a majority of the
Directors who are not interested persons of the Fund and who have no direct or
indirect financial interest in the operation of the Plan or in any agreements
related thereto ("non-interested Directors"), cast in person at a meeting called
for the purpose of voting on such Plan. Such approval by the Directors included
a determination that in the exercise of reasonable business judgment and in
light of their fiduciary duties, there is a reasonable likelihood that the Plan
will benefit the Portfolio and shareholders of the Class. The Plan has been
adopted prior to any public offering of the Class.
The Fund is a corporation organized under the laws of the State of
Maryland, is authorized to issue different series and classes of securities and
is an open-end management investment company registered under the Act. Delaware
Management Company, Inc. serves as the Portfolio's investment adviser and
manager pursuant to an Investment Management Agreement. Delaware Service
Company, Inc. serves as the Portfolio's shareholder servicing, dividend
disbursing and transfer agent. Delaware Distributors, L.P. (the "Distributor")
is the principal underwriter and national distributor for the Portfolio's
shares, including shares of the Class, pursuant to the Amended and Restated
Distribution Agreement between the Distributor and the Fund on behalf of the
Portfolio ("Distribution Agreement").
The Plan provides that:
l. The Fund shall pay to the Distributor a monthly fee not to exceed
0.3% (3/10 of l%) per annum of the Portfolio's average daily net assets
represented by shares of the Class (the "Maximum Amount") as may be determined
A-1
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by the Fund's Board of Directors from time to time. Such monthly fee shall be
reduced by the aggregate sums paid by the Fund on behalf of the Portfolio to
persons other than broker-dealers (the "Service Providers") who may, pursuant to
servicing agreements, provide to the Portfolio services in the Portfolio's
marketing of shares of the Class.
2. (a) The Distributor shall use the monies paid to it pursuant to
paragraph l above to furnish, or cause or encourage others to furnish, services
and incentives in connection with the promotion, offering and sale of Class
shares and, where suitable and appropriate, the retention of Class shares by
shareholders.
(b) The Service Providers shall use the monies paid respectively to
them to reimburse themselves for the actual costs they have incurred in
confirming that their customers have received the Prospectus and Statement of
Additional Information, if applicable, and as a fee for (l) assisting such
customers in maintaining proper records with the Fund, (2) answering questions
relating to their respective accounts, and (3) aiding in maintaining the
investment of their respective customers in the Class.
3. The Distributor shall report to the Fund at least monthly on the
amount and the use of the monies paid to it under the Plan. The Service
Providers shall inform the Fund monthly and in writing of the amounts each
claims under the Plan; both the Distributor and the Service Providers shall
furnish the Board of Directors of the Fund with such other information as the
Board may reasonably request in connection with the payments made under the Plan
and the use thereof by the Distributor and the Service Providers, respectively,
in order to enable the Board to make an informed determination of the amount of
the Fund's payments and whether the Plan should be continued.
4. The officers of the Fund shall furnish to the Board of Directors of
the Fund, for their review, on a quarterly basis, a written report of the
amounts expended under the Plan and the purposes for which such expenditures
were made.
5. This Plan shall take effect at such time as the Distributor shall
notify the Fund in writing of the commencement of the Plan (the "Commencement
Date"); thereafter, the Plan shall continue in effect for a period of more than
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one year from the Commencement Date only so long as such continuance is
specifically approved at least annually by a vote of the Board of Directors of
the Fund, and of the non-interested Directors, cast in person at a meeting
called for the purpose of voting on such Plan.
6. (a) The Plan may be terminated at any time by vote of a majority of
the non-interested Directors or by vote of a majority of the outstanding voting
securities of the Class.
(b) The Plan may not be amended to increase materially the amount to
be spent for distribution pursuant to paragraph l hereof without approval by the
shareholders of the Class.
7. All material amendments to this Plan shall be approved by the
non-interested Directors in the manner described in paragraph 5 above.
8. So long as the Plan is in effect, the selection and nomination of
the Fund's non-interested Directors shall be committed to the discretion of such
non-interested Directors.
9. The definitions contained in Sections 2(a)(19) and 2(a)(42) of the
Act shall govern the meaning of "interested person(s)" and "vote of a majority
of the outstanding voting securities," respectively, for the purposes of this
Plan.
This Plan shall take effect on the Commencement Date, as previously
defined.
October 14, 1997
A-3
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EXHIBIT B
DISTRIBUTION PLAN
DELAWARE POOLED TRUST, INC.
THE REAL ESTATE INVESTMENT TRUST PORTFOLIO
REIT FUND B CLASS
The following Distribution Plan (the "Plan") has been adopted pursuant
to Rule 12b-1 under the Investment Company Act of 1940 (the "Act") by Delaware
Pooled Trust, Inc., (the "Fund"), for The Real Estate Investment Trust Portfolio
(the "Portfolio") on behalf of REIT Fund B Class ("Class"), which Fund,
Portfolio and Class may do business under these or such other names as the Board
of Directors of the Fund may designate from time to time. The Plan has been
approved by a majority of the Board of Directors, including a majority of the
Directors who are not interested persons of the Fund and who have no direct or
indirect financial interest in the operation of the Plan or in any agreements
related thereto ("non-interested Directors"), cast in person at a meeting called
for the purpose of voting on such Plan. Such approval by the Directors included
a determination that in the exercise of reasonable business judgment and in
light of their fiduciary duties, there is a reasonable likelihood that the Plan
will benefit the Portfolio and shareholders of the Class. The Plan has been
adopted prior to any public offering of the Class.
B-1
<PAGE>
The Fund is a corporation organized under the laws of the State of
Maryland, is authorized to issue different series and classes of securities and
is an open-end management investment company registered under the Act. Delaware
Management Company, Inc. serves as the Portfolio's investment adviser and
manager pursuant to an Investment Management Agreement. Delaware Service
Company, Inc. serves as the Portfolio's shareholder servicing, dividend
disbursing and transfer agent. Delaware Distributors, L.P. (the "Distributor")
is the principal underwriter and national distributor for the Portfolio's
shares, including shares of the Class, pursuant to the Amended and Restated
Distribution Agreement between the Distributor and the Fund on behalf of the
Portfolio ("Distribution Agreement").
The Plan provides that:
1. (a) The Fund shall pay to the Distributor a monthly fee not to
exceed 0.75% (3/4 of 1%) per annum of the Portfolio's average daily net assets
represented by shares of the Class as may be determined by the Fund's Board of
Directors from time to time.
(b) In addition to the amounts described in (a) above, the Fund shall
pay (i) to the Distributor for payment to dealers or others, or (ii) directly to
others, an amount not to exceed 0.25% (1/4 of 1%) per annum of the Portfolio's
average daily net assets represented by shares of the Class, as a service fee
pursuant to dealer or servicing agreements.
B-2
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2. (a) The Distributor shall use the monies paid to it pursuant to
paragraph 1(a) above to assist in the distribution and promotion of shares of
the Class. Payments made to the Distributor under the Plan may be used for,
among other things, preparation and distribution of advertisements, sales
literature and prospectuses and reports used for sales purposes, as well as
compensation related to sales and marketing personnel, and holding special
promotions. In addition, such fees may be used to pay for advancing the
commission costs to dealers with respect to the sale of Class shares.
(b) The monies to be paid pursuant to paragraph 1(b) above shall be
used to pay dealers or others for, among other things, furnishing personal
services and maintaining shareholder accounts, which services include confirming
that customers have received the Prospectus and Statement of Additional
Information, if applicable; assisting such customers in maintaining proper
records with the Fund; answering questions relating to their respective
accounts; and aiding in maintaining the investment of their respective customers
in the Class.
3. The Distributor shall report to the Fund at least monthly on the
amount and the use of the monies paid to it under paragraph 1(a) above. In
addition, the Distributor and others shall inform the Fund monthly and in
writing of the amounts paid under paragraph 1(b) above; both the Distributor and
any others receiving fees under the Plan shall furnish the Board of Directors of
the Fund with such other
B-3
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information as the Board may reasonably request in connection with the payments
made under the Plan and the use thereof by the Distributor and others in order
to enable the Board to make an informed determination of the amount of the
Fund's payments and whether the Plan should be continued.
4. The officers of the Fund shall furnish to the Board of Directors of
the Fund, for their review, on a quarterly basis, a written report of the
amounts expended under the Plan and the purposes for which such expenditures
were made.
5. This Plan shall take effect at such time as the Distributor shall
notify the Fund of the commencement of the Plan (the "Commencement Date");
thereafter, the Plan shall continue in effect for a period of more than one year
from the Commencement Date only so long as such continuance is specifically
approved at least annually by a vote of the Board of Directors of the Fund, and
of the non-interested Directors, cast in person at a meeting called for the
purpose of voting on such Plan.
6. (a) The Plan may be terminated at any time by vote of a majority of
the non-interested Directors or by vote of a majority of the outstanding voting
securities of the Class.
(b) The Plan may not be amended to increase materially the amount to
be spent for distribution pursuant to paragraph 1 thereof without approval by
the shareholders of the Class.
B-4
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7. All material amendments to this Plan shall be approved by the
non-interested Directors in the manner described in paragraph 5 above.
8. So long as the Plan is in effect, the selection and nomination of
the Fund's non-interested Directors shall be committed to the discretion of such
non-interested Directors.
9. The definitions contained in Sections 2(a)(19) and 2(a)(42) of the
Act shall govern the meaning of "interested person(s)" and "vote of a majority
of the outstanding voting securities," respectively, for the purposes of this
Plan.
This Plan shall take effect on the Commencement Date, as previously
defined.
October 14, 1997
B-5
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EXHIBIT C
DISTRIBUTION PLAN
DELAWARE POOLED TRUST, INC.
THE REAL ESTATE INVESTMENT TRUST PORTFOLIO
REIT FUND C CLASS
The following Distribution Plan (the "Plan") has been adopted pursuant
to Rule 12b-1 under the Investment Company Act of 1940 (the "Act") by Delaware
Pooled Trust, Inc., (the "Fund"), for The Real Estate Investment Trust Portfolio
(the "Portfolio") on behalf of REIT Fund C Class ("Class"), which Fund,
Portfolio and Class may do business under these or such other names as the Board
of Directors of the Fund may designate from time to time. The Plan has been
approved by a majority of the Board of Directors, including a majority of the
Directors who are not interested persons of the Fund and who have no direct or
indirect financial interest in the operation of the Plan or in any agreements
related thereto ("non-interested Directors"), cast in person at a meeting called
for the purpose of voting on such Plan. Such approval by the Directors included
a determination that in the exercise of reasonable business judgment and in
light of their fiduciary duties, there is a reasonable likelihood that the Plan
will benefit the Portfolio and shareholders of the Class. The Plan has been
adopted prior to any public offering of the Class.
C-1
<PAGE>
The Fund is a corporation organized under the laws of the State of
Maryland, is authorized to issue different series and classes of securities and
is an open-end management investment company registered under the Act. Delaware
Management Company, Inc. serves as the Portfolio's investment adviser and
manager pursuant to an Investment Management Agreement. Delaware Service
Company, Inc. serves as the Portfolio's shareholder servicing, dividend
disbursing and transfer agent. Delaware Distributors, L.P. (the "Distributor")
is the principal underwriter and national distributor for the Portfolio's
shares, including shares of the Class, pursuant to the Amended and Restated
Distribution Agreement between the Distributor and the Fund on behalf of the
Portfolio ("Distribution Agreement").
The Plan provides that:
1.(a) The Fund shall pay to the Distributor a monthly fee not to exceed
0.75% (3/4 of 1%) per annum of the Portfolio's average daily net assets
represented by shares of the Class as may be determined by the Fund's Board of
Directors from time to time.
(b) In addition to the amounts described in paragraph 1(a) above, the
Fund shall pay: (i) to the Distributor for payment to dealers or others or (ii)
directly to others, an amount not to exceed 0.25% (1/4 of 1%) per annum of the
Portfolio's average daily net assets represented by shares of the Class, as a
service fee pursuant to dealer or servicing agreements.
C-2
<PAGE>
2.(a) The Distributor shall use the monies paid to it pursuant to
paragraph 1(a) above to assist in the distribution and promotion of shares of
the Class. Payments made to the Distributor under the Plan may be used for,
among other things, preparation and distribution of advertisements, sales
literature and prospectuses and reports used for sales purposes, as well as
compensation related to sales and marketing personnel, and holding special
promotions. In addition, such fees may be used to pay for advancing the
commission costs to dealers with respect to the sale of Class shares.
(b) The monies to be paid pursuant to paragraph 1(b) above shall be
used to pay dealers or others for, among other things, furnishing personal
services and maintaining shareholder accounts, which services include confirming
that customers have received the Prospectus and Statement of Additional
Information, if applicable; assisting such customers in maintaining proper
records with the Fund; answering questions relating to their respective
accounts; and aiding in maintaining the investment of their respective customers
in the Class.
3. The Distributor shall report to the Fund at least monthly on the
amount and the use of the monies paid to it under paragraph 1(a) above. In
addition, the Distributor and others shall inform the Fund monthly and in
writing of the amounts paid under paragraph 1(b) above; both the Distributor and
any others receiving fees under the Plan shall furnish the Board of Directors of
the Fund with such other
C-3
<PAGE>
information as the Board may reasonably request in connection with the payments
made under the Plan and the use thereof by the Distributor and others in order
to enable the Board to make an informed determination of the amount of the
Fund's payments and whether the Plan should be continued.
4. The officers of the Fund shall furnish to the Board of Directors of
the Fund, for their review, on a quarterly basis, a written report of the
amounts expended under the Plan and the purposes for which such expenditures
were made.
5. This Plan shall take effect at such time as the Distributor shall
notify the Fund of the commencement of the Plan (the "Commencement Date");
thereafter, the Plan shall continue in effect for a period of more than one year
from the Commencement Date only so long as such continuance is specifically
approved at least annually by a vote of the Board of Directors of the Fund, and
of the non-interested Directors, cast in person at a meeting called for the
purpose of voting on such Plan.
6.(a) The Plan may be terminated at any time by vote of a majority of
the non-interested Directors or by vote of a majority of the outstanding voting
securities of the Class.
(b) The Plan may not be amended to increase materially the amount to
be spent for distribution pursuant to paragraph 1 thereof without approval by
the shareholders of the Class.
C-4
<PAGE>
7. All material amendments to this Plan shall be approved by the
non-interested Directors in the manner described in paragraph 5 above.
8. So long as the Plan is in effect, the selection and nomination of
the Fund's non-interested Directors shall be committed to the discretion of such
non-interested Directors.
9. The definitions contained in Sections 2(a)(19) and 2(a)(42) of the
Act shall govern the meaning of "interested person(s)" and "vote of a majority
of the outstanding voting securities," respectively, for the purposes of this
Plan.
This Plan shall take effect on the Commencement Date, as previously
defined.
October 14, 1997
C-5
<PAGE>
POWER OF ATTORNEY
The undersigned, a member of the Boards of Directors/Trustees of the
Delaware Investments Family of Funds listed on Exhibit A to this Power of
Attorney, hereby constitutes and appoints on behalf of each of the Funds listed
on Exhibit A, Jeffrey J. Nick, Wayne A. Stork and Walter P. Babich and any one
of them acting singly, her true and lawful attorneys-in-fact, in her 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 15th day of April, 1999.
/s/Jan L. Yeomans
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Jan L. Yeomans
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POWER OF ATTORNEY
EXHIBIT A
DELAWARE INVESTMENTS FAMILY OF FUNDS
DELAWARE GROUP EQUITY FUNDS I, INC.
DELAWARE GROUP EQUITY FUNDS II, INC.
DELAWARE GROUP EQUITY FUNDS III, 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 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.
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
DELAWARE GROUP DIVIDEND AND INCOME FUND, INC.
DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC.
DELAWARE GROUP FOUNDATION FUNDS
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.
