<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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. 31 X
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 31 X
DELAWARE POOLED TRUST
(Exact Name of Registrant as Specified in Charter)
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1818 Market Street, Philadelphia, Pennsylvania 19103
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (215) 255-1255
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Eric E. Miller, Esq., 1818 Market Street, Philadelphia, PA 19103
(Name and Address of Agent for Service)
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Approximate Date of Public Offering: March 1, 2000
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 March 1, 2000 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.
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--- C O N T E N T S ---
This Post-Effective Amendment No. 31 to Registration File No. 33-40991 includes
the following:
1. Facing Page
2. Contents Page
3. Part A--Prospectuses
4. Part B--Statement of Additional Information
5. Part C--Other Information
6. Signatures
7. Exhibits
<PAGE>
DELAWARE
INVESTMENTS
---------------------
Philadelphia * London
Delaware REIT Fund
Class A * Class B * Class C
Prospectus
March 1, 2000
Total Return Fund
The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the accuracy of this prospectus, and any
representation to the contrary is a criminal offense.
<PAGE>
[inside front cover]
Table of contents
Fund profile page
Delaware REIT Fund
How we manage the Fund
Our investment strategies
The securities we typically invest in
The risks of investing in the Fund
Who manages the Fund page
Investment manager and sub-adviser
Portfolio managers
Fund Administration (Who's who)
About your account page
Investing in the Fund
___ Choosing a share class
___ How to reduce your sales charge
___ How to buy shares
___ Retirement plans
___ How to redeem shares
___ Account minimums
___ Special services
Dividends, distributions and taxes
Certain management considerations page
Financial highlights page
2
<PAGE>
Profile: Delaware REIT Fund
What are the Fund's Goals?
The Delaware REIT Fund seeks maximum long-term total return, with capital
appreciation as a secondary objective. Although the Fund will strive to achieve
its goal, there is no assurance that it will.
What are the Fund's main investment strategies?
The Delaware REIT Fund invests in securities of companies that are principally
engaged in the real estate industry. Under normal circumstances, we will invest
at least 65% of the Fund's total assets in equity securities of real estate
investment trusts (REITs).
In managing the Delaware REIT Fund portfolio, we strive to include REITs that
represent a variety of different sectors in the real estate industry. As we
consider individual REITs for the portfolio, we carefully evaluate each REIT's
management team. We generally look for those that:
o Retain a substantial portion of the properties' cashflow;
o Effectively use capital to expand;
o Have a strong ability to raise rents; and,
o Can create a franchise value for the REIT.
What are the main risks of investing in the Fund?
Investing in any mutual fund involves risk, including the risk that you may lose
part or all of the money you invest. The value of your investment will increase
and decrease according to changes in the value of the securities held by the
Fund.
Because we concentrate our investments in the real estate industry, the Fund may
be subject to certain risks associated with direct ownership of real estate and
with the real estate industry in general. Its investments may tend to fluctuate
more in value than a portfolio that invests in a broader range of industries. If
the Fund 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 could be jeopardized.
The Delaware REIT Fund is considered "non-diversified" under federal laws and
regulations that govern mutual funds. That means the Fund may invest more than
5% of net assets in a single security. Thus, adverse effects on an investment
held by the Fund may affect a larger portion of overall assets and subject the
Fund to greater risks.
For a more complete discussion of risk, please turn to page x.
An investment in the Fund 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.
You should keep in mind that an investment in the Fund is not a complete
investment program; it should be considered just one part of your total
financial plan. Be sure to discuss this Fund with your financial adviser to
determine whether it is an appropriate choice for you.
3
<PAGE>
Who should invest in the Fund?
o Investors seeking a high level of total return.
o Investors willing to invest in equity securities of companies
principally engaged in the real estate industry.
o Investors looking to diversify their equity holdings by adding
exposure to the real estate markets.
Who should not invest in the Fund?
o Investors unwilling to accept the risks of investing in the real
estate industry as well as in a non-diversified fund.
o Investors who are unwilling to accept that the value of their
investment may fluctuate, sometimes significantly, over the short
term.
4
<PAGE>
How has the Fund performed?
This bar chart can help you evaluate the potential risks of investing in the
Fund. We show how returns for the Fund's Class A shares have varied over the
past four calendar years, as well as average annual returns of all shares for
the past year and since inception. Beginning November 11, 1997, a 12b-1 fee has
been assessed annually. All class returns reflect voluntary expense caps in
place during the periods. The returns would be lower without these voluntary
caps.
[GRAPHIC OMITTED: BAR CHART SHOWING YEAR BY YEAR TOTAL RETURN (CLASS A) FPO]
Year-by-year total return (Class A)
REIT Fund
1996 41.81%
1997 31.34%
1998 -12.37%
1999 [_____%]
During the periods illustrated in this bar chart, the Fund's Class A's highest
return was [21.32%] for the quarter ended [December 31, 1996] and its lowest
return was [-4.97%] for the quarter ended [June 30, 1998].
The maximum Class A sales charge of 5.75%, which is normally deducted when you
purchase shares, is not reflected in the year-by-year total returns above. If
this fee were included, the returns would be less than those shown. The average
annual returns shown below do include the sales charge.
Average annual returns for periods ending 12/31/99
CLASS A*** B (if C (if NAREIT Equity
Inception redeemed)* redeemed)* REIT Index**
12/6/95 Inception Inception
11/11/97 11/11/97
1 year [_______%] [_______%] [_______%] [_______%]
Lifetime [_______%] [_______%] [_______%] [_______%]
The Fund's returns are compared to the performance of the NAREIT Equity REIT
Index. You should remember that unlike the Fund, the index is unmanaged and
doesn't include the costs of operating a mutual fund, such as the costs of
buying, selling, and holding securities.
* If redeemed at end of period shown. If shares were not redeemed, the
returns for Class B would be [_______%] and [_______%] for the one-year
and lifetime periods, respectively. Returns for Class C would be
[_______%] and [_______%] for the one-year and lifetime periods,
respectively.
** Lifetime returns are shown if the Fund or Class existed for less than
10 years. NAREIT Equity REIT Index return is for Class A lifetime.
NAREIT Equity REIT Index return for Class B and Class C lifetimes was
[_______%]. Maximum sales charges are included in the Fund returns
above.
*** Reflects sales charges even for periods before November 11, 1997, the
date when the fee was first charged. Historical performance prior to
that date has been restated to reflect the charge, but has not been
recalculated to reflect the 12b-1 fee which also took affect on that
date.
5
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What are the Fund's fees and expenses?
Sales charges are fees paid directly from your investments when you buy or sell
shares of the Fund.
<TABLE>
<CAPTION>
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CLASS A B C
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<S> <C> <C> <C>
Maximum sales charge (load) imposed on purchases as 5.75% none none
a percentage of offering price
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Maximum contingent deferred sales charge (load) as a none (1) 5%(2) 1%(3)
percentage of original purchase price or redemption
price, whichever is lower
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Maximum sales charge (load) imposed on reinvested none none none
dividends
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Redemption fees none none none
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</TABLE>
Annual fund operating expenses are deducted from the Fund's assets.
<TABLE>
<CAPTION>
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<S> <C> <C> <C>
Management fees 0.75% 0.75% 0.75%
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Distribution and service (12b-1) fees 0.25%(4) 1.00% 1.00%
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Other expenses [____%] [____%] [____%]
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Total operating expenses(5) [____%] [____%] [____%]
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</TABLE>
This example is intended to help you compare the cost of investing in the Fund
to the cost of investing in other mutual funds with similar investment
objectives. We show the cumulative amount of Fund expenses on a hypothetical
investment of $10,000 with an annual 5% return over the time shown.(6) This is
an example only, and does not represent future expenses, which may be greater or
less than those shown here.
<TABLE>
<CAPTION>
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CLASS(7) A B B C C
(if redeemed) (if redeemed)
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<S> <C> <C> <C> <C> <C>
1 year [$_______] [$_______] [$_______] [$_______] [$_______]
--------------- -------------- -------------- ---------------- -------------- ----------------------
3 years [$_______] [$_______] [$_______] [$_______] [$_______]
--------------- -------------- -------------- ---------------- -------------- ----------------------
5 years [$_______] [$_______] [$_______] [$_______] [$_______]
--------------- -------------- -------------- ---------------- -------------- ----------------------
10 years [$_______] [$_______] [$_______] [$_______] [$_______]
--------------- -------------- -------------- ---------------- -------------- ----------------------
</TABLE>
(1) A purchase of Class A shares of $1 million or more may be made at net asset
value. However, if you buy the shares through a financial adviser who is
paid a commission, a contingent deferred sales charge will apply to certain
redemptions. Additional Class A purchase options that involve a contingent
deferred sales charge may be permitted from time to time and will be
disclosed in the prospectus if they are available.
(2) If you redeem Class B shares during the first year after you buy them, you
will pay a contingent deferred sales charge of 5%, which declines to 4%
during the second year, 3% during the third and fourth years, 2% during the
fifth year, 1% during the sixth year, and 0% thereafter.
(3) Class C shares redeemed within one year of purchase are subject to a 1%
contingent deferred sales charge.
6
<PAGE>
(4) Class A Shares are subject to a 12b-1 fee of 0.30% of average daily net
assets, but the board of directors has set the fee at 0.25% of average
daily net assets.
(5) The investment manager has agreed to waive fees and pay expenses from
November 11, 1998 through April 30, 2000 in order to prevent total
operating expenses (excluding any taxes, interest, brokerage fees,
extraordinary expenses and 12b-1 fees) from exceeding 0.95% of average
daily net assets. The manager's voluntary expense cap was different prior
to November 11, 1998.
(6) The Fund's actual rate of return may be greater or less than the
hypothetical 5% return we use here. Also, this example assumes that the
Fund's total operating expenses remain unchanged in each of the periods we
show. This example does not reflect the voluntary expense cap described in
footnote 5.
(7) The Class B example reflects the conversion of Class B shares to Class A
shares after approximately eight years. Information for the ninth and tenth
years reflects expenses of the Class A shares.
7
<PAGE>
How we manage the Fund
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Our investment strategies
We research individual companies and analyze economic and market conditions,
seeking to identify the securities or market sectors that we think are the best
investments for a particular fund. The following describes how the portfolio
management team pursues the Fund's investment goals.
We take a disciplined approach to investing, combining investment strategies and
risk management techniques that can help shareholders meet their goals.
The Delaware REIT Fund strives to achieve maximum long-term total return.
Capital appreciation is a secondary objective. We invest in securities of
companies principally engaged in the real estate industry. Under normal
circumstances, at least 65% of the Fund's total assets will be invested in
equity securities of real estate investment trusts (REITs). The Fund may also
invest in equity securities of real estate industry operating companies known as
REOCs.
We do not normally acquire securities for short term purposes; however, we may
take advantage of short-term opportunities that are consistent with the Fund's
investment objectives.
Delaware REIT Fund's investment objectives are non-fundamental. This means that
the Board of Trustees may change the objectives without obtaining shareholder
approval. If the objectives were changed, we would notify shareholders before
the change in the objectives became effective.
8
<PAGE>
The securities we typically invest in
Stocks offer investors the potential for capital appreciation, and may pay
dividends as well.
<TABLE>
<CAPTION>
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Securities How we use them
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<S> <C>
Real Estate Investment Trusts: A company, usually We may invest without limit in shares of REITs.
traded publicly, that manages a portfolio of real
estate to earn profits for shareholders.
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, derive
income primarily from the collection of rents and
can 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. By investing in
REITs indirectly through the Fund, a shareholder
bears a proportionate share of the expenses of
the Fund and indirectly shares similar expenses
of the REITs.
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Real Estate Industry Operating Companies: We We may invest without limit in REOCs.
consider a REOC to be a company that derives at
least 50% of its gross revenues or net profits
from
(1) 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.
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Foreign securities and American Depositary The Fund's investments may from time to time include sponsored or
Receipts: unsponsored American Depositary Receipts that are actively traded
Securities of foreign entities issued directly in the United States.
or, in the case of American Depositary Receipts,
through a U.S. bank. ADRs are issued by a U.S. We may invest up to 10% of the Fund' assets in foreign
bank and represent a stated number of shares of a securities.
foreign corporation that the bank holds in its
vault. An ADR entitles the holder to all
dividends and capital gains earned by the
underlying foreign shares. ADRs are bought and
sold the same as U.S. securities.
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</TABLE>
9
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<TABLE>
<CAPTION>
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Securities How we use them
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<S> <C>
Options and futures: Options represent a right to We may, to a limited extent, enter into futures contracts on stocks,
buy or sell a security or group of securities at purchase or sell options, or engage in related activities. However,
an agreed upon price at a future date. The we will not use futures, options or related activities for
purchaser of an option may or may not choose to speculative purposes, but rather to quickly put money into the stock
go through with the transaction. market at times when the Fund's assets are not fully invested in
equity securities. Positions in options or futures will generally be
Futures contracts are agreements for the purchase eliminated when the Fund is able to invest in appropriate securities.
or sale of securities at a specified price, on a
specified date. Unlike an option, a futures
contract must be executed unless it is sold
before the settlement date.
Options and futures are generally considered to
be derivative securities.
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Repurchase agreements: An agreement between a Typically, we use repurchase agreements as a short-term investment
buyer and seller of securities in which the for our cash position. In order to enter into repurchase agreements,
seller agrees to buy the securities back within a the Fund must have collateral of at least 102% of the repurchase
specified time at the same price the buyer paid price. Except when we believe a temporary defensive approach is
for them, plus an amount equal to an agreed upon appropriate, the Fund will not hold more than 5% of its total assets
interest rate. Repurchase agreements are often in cash or other short-term investments. All short-term investments
viewed as equivalent to cash. will be rated AAA by Standard & Poor's or Aaa by Moody's Investors
Service or if unrated, be of comparable quality, based on our
evaluation.
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Restricted securities: Privately placed We may invest in privately placed securities that are eligible for
securities whose resale is restricted under resale only among certain institutional buyers without registration.
securities law. These are commonly known as Rule 144A Securities. We may invest
without limitation in Rule 144A Securities that are deemed to be
liquid. Illiquid Rule 144A Securities together with other restricted
securities must be limited to 15% of total Fund assets.
--------------------------------------------------- -----------------------------------------------------------------------
Illiquid securities: Securities that do not have We may invest up to 15% of net assets in illiquid securities.
a ready market, and cannot be easily sold within
seven days at approximately the price that a fund
has valued them.
--------------------------------------------------- -----------------------------------------------------------------------
</TABLE>
The Delaware REIT Fund may also invest in convertible securities including
enhanced convertible securities, mortgage-backed securities, U.S. government
securities and zero coupon bonds. The Fund may invest a portion of its net
assets in foreign securities directly. Please see the Statement of Additional
Information for additional descriptions and risk information on these securities
as well as those listed in the table above. You can find additional information
about the investments in the Fund's portfolio in the annual or semi-annual
shareholder report.
Lending securities
The Fund may lend up to 25% of its assets to qualified dealers and institutional
investors for their use in security transactions.
Borrowing from banks
The Fund may borrow money as a temporary measure for extraordinary purposes or
to facilitate redemptions. Borrowing money could result in the Fund being unable
to meet its investment objective.
10
<PAGE>
Temporary defensive positions
In response to unfavorable market conditions, the Fund may make temporary
investments in bonds, cash or cash equivalents. These investments may not be
consistent with the Fund's investment objective.
Purchasing securities on a when-issued or delayed delivery basis
The Fund may buy or sell securities on a when-issued or delayed delivery basis;
that is, paying for securities before delivery or taking delivery at a later
date.
Portfolio turnover
We anticipate that the Fund's annual portfolio turnover will be less than 100%.
A turnover rate of 100% would occur if the Fund sold and replaced securities
valued at 100% of its net assets within one year. High turnover can result in
increased transaction costs and tax liability for the Fund.
11
<PAGE>
The risks of investing in the Fund
Investing in any mutual fund involves risk, including the risk that you may
receive little or no return on your investment, and the risk that you may lose
part or all of the money you invest. Before you invest in the Fund you should
carefully evaluate the risks. Because of the nature of the Fund, you should
consider your investment to be a long-term investment that typically provides
the best results when held for a number of years. The following are the chief
risks you assume when investing in Delaware REIT Fund. Please see the Statement
of Additional Information for further discussion of these risks and other risks
not discussed here.
<TABLE>
<CAPTION>
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Risks How we strive to manage them
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<S> <C>
Market risk is the risk that all or a We maintain a long-term investment approach and focus on stocks we believe can
majority of the securities in a certain appreciate over an extended time frame regardless of interim market
market -- like the stock or bond market -- fluctuations. We do not try to predict overall stock market movements and
will decline in value because of factors generally do not trade for short-term purposes.
such as economic conditions, future
expectations or investor confidence. We may hold a substantial part of the Fund's assets in cash or cash equivalents
as a temporary, defensive strategy.
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Industry and security risk is the risk that In the Delaware REIT Fund we hold a number of different individual securities,
the value of securities in a particular seeking to manage security risk. However, we do concentrate
industry or the value of an individual on the real estate industry. As a consequence, the share price of the
stock or bond will decline because of Fund may fluctuate in response to factors affecting that industry, and may fluctuate
changing expectations for the performance more widely than a portfolio that invests in a broader range of industries. The
of that industry or for the individual Fund may be more susceptible to any single economic, political or regulatory
company issuing the stock or bond. occurrence affecting the real estate industry.
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Interest rate risk is the risk that The Delaware REIT Fund is subject to interest rate risk. If the Fund invests in
securities will decrease in value if real estate investment trusts that hold fixed rate obligations, we would expect
interest rates rise and conversely rise in the value of those trusts to decrease if interest rates rise and increase if
value when interest rates fall. interest rates decline. However, lower interest rates also tend to increase the
chances that a bond will be refinanced, which can hurt the returns of REITs that
hold fixed rate obligations. We strive to manage this risk by monitoring
interest rates and evaluating their potential impact on securities already in
the portfolio or those we are considering for purchase.
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</TABLE>
12
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<TABLE>
<CAPTION>
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Risks How we strive to manage them
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<S> <C>
Real estate industry risks include among Since the Fund invests principally in REITs, it is subject to the risks
others: associated with the real estate industry. We will strive to manage these risks
o possible declines in the value of through careful selection of individual REIT securities; however, investors
real estate; should carefully consider these risks before investing in the Fund.
o risks related to economic
conditions;
o possible shortage of mortgage
funds;
o overbuilding and extended
vacancies;
o increased competition;
o changes in property taxes,
operating expenses or zoning laws;
o costs of environmental clean-up,
or damages from natural disasters;
o limitations or fluctuations in
rent payments;
o cashflow fluctuations; and
o defaults by borrowers.
REITs are also subject to the risk of
failing to qualify for tax-free
pass-through of income under the Internal
Revenue Code and/or failing to qualify for
an exemption from registration as an
investment company under the Investment
Company Act of 1940.
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Non-diversified funds Non-diversified Delaware REIT Fund is a non-diversified fund and subject to this risk.
investment companies have the flexibility Nevertheless, we typically hold securities from a variety of different issuers,
to invest as much as 50% of their assets in representing different sectors of the real estate industry. We also perform
as few as two issuers provided no single extensive analysis on all securities. We are particularly diligent in reviewing
issuer accounts for more than 25% of the securities that represent a larger percentage of portfolio assets.
portfolio. The remaining 50% of the
portfolio must be diversified so that no
more than 5% of a fund's assets is invested
in the securities of a single issuer.
Because a non-diversified fund may invest
its assets in fewer issuers, the value of
fund shares may increase or decrease more
rapidly than if the fund were fully
diversified.
- --------------------------------------------- ----------------------------------------------------------------------------------
Foreign risk is the risk that foreign We may invest up to 10% of the Delaware REIT Fund's total assets in foreign
securities may be adversely affected by securities; however we typically invest only a small portion of assets in
political instability, changes in currency foreign securities, so this is not expected to be a major risk to the Fund.
exchange rates, foreign economic conditions
or inadequate regulatory and accounting If the Fund holds international securities, fluctuations in currency exchange
standards. rates may present risks. We may try to reduce this risk by investing in forward
foreign currency exchange contracts to neutralize currency risks associated with
the purchase of individual securities denominated in a particular currency. See
"Futures and options risks" below.
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</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------- ----------------------------------------------------------------------------------
Risks How we strive to manage them
- --------------------------------------------- ----------------------------------------------------------------------------------
<S> <C>
Liquidity risk is the possibility that We limit exposure to illiquid securities.
securities cannot be readily sold, or can
only be sold at a price lower than the
price that the Fund has valued them.
- --------------------------------------------- ----------------------------------------------------------------------------------
Futures and options risks is the Delaware REIT Fund may use futures contracts and options on futures contracts,
possibility that a fund may experience a as well as options on securities for hedging purposes. We limit the amount of
loss if it employs an options or futures the Fund's assets that may be committed to these strategies. Our obligations
strategy related to a security or a market related to futures and options transactions will not exceed 20% of the Fund's
index and that security or index moves in total assets and we will not enter into additional futures contracts or options
the opposite direction from what the on them if more than 5% of the Fund's assets would be required as margin
manager anticipated. Futures and options deposits or premiums on the options.
also involve additional expenses, which
could reduce any benefit or increase any
loss that Fund gains from using the
strategy. See also "Foreign risk" above.
Options and futures contracts on foreign
currencies, and forward contracts, entail
particular risks related to conditions
affecting the underlying currency.
- --------------------------------------------- ----------------------------------------------------------------------------------
</TABLE>
14
<PAGE>
Who manages the Fund
Investment manager and sub-adviser
The Fund is managed by Delaware Management Company, a series of Delaware
Management Business Trust, which is an indirect, wholly owned subsidiary of
Delaware Management Holdings, Inc. Delaware Management Company makes investment
decisions for the Fund, manages the Fund's business affairs and provides daily
administrative services. Lincoln Investment Management, Inc. is the Fund's
sub-adviser. As sub-adviser, Lincoln provides Delaware with investment
recommendations, asset allocation advice, research, economic analysis and other
investment services regarding the types of securities in which we invest. For
their services to the Fund, the manager and sub-adviser were paid an aggregate
fee equal to [_______%] of the Fund's average daily net assets for the last
fiscal year.
Portfolio managers
Christopher S. Beck, Vice President/Senior Portfolio Manager
Mr. Beck has 19 years of investment management experience, starting 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 Delaware Investments in May 1997,
he managed the Small Cap Fund at Pitcairn Trust Company for two years. He holds
a BS from the University of Delaware, an MBA from Lehigh University and is a CFA
charterholder. Mr. Beck has been on the REIT management team since May 1999.
Damon J. Andres, Vice President/Portfolio Manger
Mr. Andres earned a BS in Business Administration with an emphasis in Finance
and Accounting from the University of Richmond. Prior to joining Delaware
Investments in 1994, he provided investment consulting services as a Consulting
Associate with Cambridge Associates, Inc. in Arlington, Virginia. Mr. Andres has
been on the REIT management team since 1997.
Thomas J. Trotman, Vice President/Portfolio Manager
Mr. Trotman earned a bachelor's degree in Accounting from Muhlenberg College and
an MBA from Widener University. Prior to joining Delaware Investments in 1995,
he was Vice President and Director of Investment Research at Independence
Capital Management. Before that, he held credit-related positions at Marine
Midland Bank, U.S. Steel Corporation, and Amerada Hess. Mr. Trotman is a CFA
charterholder. Mr. Trotman has been on the REIT management team since 1998.
15
<PAGE>
[sidebar]
Who's who?
This diagram shows the various organizations involved with managing,
administering, and servicing the Delaware Investments funds.
[GRAPHIC OMITTED: DIAGRAM SHOWING THE VARIOUS ORGANIZATIONS INVOLVED
WITH MANAGING, ADMINISTERING, AND SERVICING THE DELAWARE INVESTMENTS
FUNDS]
Board of Directors
Investment manager The Fund Custodian
Delaware Management Company The Chase Manhattan Bank
One Commerce Square 4 Chase Metrotech Center
Philadelphia, PA 19103 Brooklyn, NY 11245
Sub-adviser
Lincoln Investment Management, Inc.
200 E. Berry Street
Fort Wayne, IN 46802
<TABLE>
<CAPTION>
<S> <C> <C>
Portfolio managers Service agent Distributor
(see page [9] for details) Delaware Service Company, Inc. Delaware Distributors, L.P.
1818 Market Street 1818 Market Street
Philadelphia, PA 19103 Philadelphia, PA 19103
</TABLE>
Financial advisers
Shareholders
Board of directors A mutual fund is governed by a board of directors which has
oversight responsibility for the management of the fund's business affairs.
Directors establish procedures and oversee and review the performance of the
investment manager, the distributor and others that perform services for the
fund. At least 40% of the board of directors must be independent of the fund's
investment manager and distributor. These independent fund directors, in
particular, are advocates for shareholder interests.
Investment manager An investment manager is a company responsible for selecting
portfolio investments consistent with the objective and policies stated in the
mutual fund's prospectus. The investment manager places portfolio orders with
broker/dealers and is responsible for obtaining the best overall execution of
those orders. A written contract between a mutual fund and its investment
manager specifies the services the manager performs. Most management contracts
provide for the manager to receive an annual fee based on a percentage of the
fund's average daily net assets. The manager is subject to numerous legal
restrictions, especially regarding transactions between itself and the funds it
advises.
Sub-adviser A sub-adviser is a company generally responsible for the management
of a designated portion of the fund's assets. They are selected and supervised
by the investment manager.
Portfolio managers Portfolio managers are employed by the investment manager or
sub-adviser to make investment decisions for individual portfolios on a
day-to-day basis.
Custodian Mutual funds are legally required to protect their portfolio
securities and most funds place them with a qualified bank custodian who
segregates fund securities from other bank assets.
16
<PAGE>
Distributor Most mutual funds continuously offer new shares to the public
through distributors who are regulated as broker-dealers and are subject to
National Association of Securities Dealers, Inc. (NASD) rules governing mutual
fund sales practices.
Service agent Mutual fund companies employ service agents (sometimes called
transfer agents) to maintain records of shareholder accounts, calculate and
disburse dividends and capital gains and prepare and mail shareholder statements
and tax information, among other functions. Many service agents also provide
customer service to shareholders.
Financial advisers Financial advisers provide advice to their clients--analyzing
their financial objectives and recommending appropriate funds or other
investments. Financial advisers are compensated for their services, generally
through sales commissions, and through 12b-1 and/or service fees deducted from
the fund's assets.
Shareholders Like shareholders of other companies, mutual fund shareholders have
specific voting rights, including the right to elect directors. Material changes
in the terms of a fund's management contract must be approved by a shareholder
vote, and funds seeking to change fundamental investment objectives or policies
must also seek shareholder approval.
17
<PAGE>
About your account
- ------------------
Investing in the Fund
You can choose from a number of share classes for the Fund. Because each share
class has a different combination of sales charges, fees, and other features,
you should consult your financial adviser to determine which class best suits
your investment goals and time frame.
Choosing a share class
Class A
o Class A shares have an up-front sales charge of up to 5.75% that you
pay when you buy the shares. The offering price for Class A shares
includes the front-end sales charge.
o If you invest $50,000 or more, your front-end sales charge will be
reduced.
o You may qualify for other reduced sales charges, as described in "How
to reduce your sales charge," and under certain circumstances the sales
charge may be waived; please see the Statement of Additional
Information.
o Class A shares are also subject to an annual 12b-1 fee no greater than
0.30% (currently no more than 0.25%) of average daily net assets, which
is lower than the 12b-1 fee for Class B and Class C shares.
o Class A shares generally are not subject to a contingent deferred sales
charge except in the limited circumstances described in the table
below.
Class A Sales Charges
<TABLE>
<CAPTION>
- -------------------------- ---------------------- ----------------------- ----------------------
Sales charge Sales charge as % of Dealer's commission
Amount of purchase as % amount invested as %
of offering price of offering price
- -------------------------- ---------------------- ----------------------- ----------------------
<S> <C> <C> <C> <C>
Less than $50,000 5.75% 6.09% 5.00%
$50,000 but 4.75% 5.01% 4.00%
Under $100,000
$100,000 but 3.75% 3.93% 3.00%
Under $250,000
$250,000 but 2.50% 2.54% 2.00%
Under $500,000
$500,000 but 2.00% 2.00% 1.60%
Under $1 million
</TABLE>
As shown below, there is no front-end sales charge when you purchase $1 million
or more of Class A shares. However, if your financial adviser is paid a
commission on your purchase, you may have to pay a limited contingent deferred
sales charge of 1% if you redeem these shares within the first year and 0.50% if
you redeem them within the second year.
18
<PAGE>
<TABLE>
<CAPTION>
--------------------------- ------------------- ---------------------- -------------------------------
Sales charge as % Sales charge as % Dealer's commission as %
Amount of purchase of offering price of amount invested of offering price
--------------------------- ------------------- --------------------- -------------------------------
<S> <C> <C> <C>
$1 million up to $5 none none 1.00%
million
--------------------------- ------------------- --------------------- -------------------------------
Next $20 million none none 0.50%
up to $25 million
--------------------------- ------------------- --------------------- -------------------------------
Amount over $25 million none none 0.25%
--------------------------- ------------------- --------------------- -------------------------------
</TABLE>
19
<PAGE>
Class B
o Class B shares have no up-front sales charge, so the full amount of
your purchase is invested in the Fund. However, you will pay a
contingent deferred sales charge if you redeem your shares within six
years after you buy them.
o If you redeem Class B shares during the first year after you buy them,
the shares will be subject to a contingent deferred sales charge of 5%.
The contingent deferred sales charge is 4% during the second year, 3%
during the third and fourth years, 2% during the fifth year, 1% during
the sixth year, and 0% thereafter.
o Under certain circumstances, the contingent deferred sales charge may
be waived; please see the Statement of Additional Information.
o For approximately eight years after you buy your Class B shares, they
are subject to annual 12b-1 fees no greater than 1% of average daily
net assets, of which 0.25% are service fees paid to the distributor,
dealers or others for providing services and maintaining accounts.
o Because of the higher 12b-1 fees, Class B shares have higher expenses
and any dividends paid on these shares are lower than dividends on
Class A shares.
o Approximately eight years after you buy them, Class B shares
automatically convert into Class A shares with a 12b-1 fee of no more
than 0.30% (currently no more than 0.25%). Conversion may occur as late
as three months after the eighth anniversary of purchase, during which
time Class B's higher 12b-1 fees apply.
o You may purchase up to $250,000 of Class B shares at any one time.
The limitation on maximum purchases varies for retirement plans.
20
<PAGE>
Class C
o Class C shares have no up-front sales charge, so the full amount of
your purchase is invested in the Fund. However, you will pay a
contingent deferred sales charge if you redeem your shares within 12
months after you buy them.
o Under certain circumstances the contingent deferred sales charge may be
waived; please see the Statement of Additional Information.
o Class C shares are subject to an annual 12b-1 fee which may not be
greater than 1% of average daily net assets, of which 0.25% are service
fees paid to the distributor, dealers or others for providing services
and maintaining shareholder accounts.
o Because of the higher 12b-1 fees, Class C shares have higher expenses
and pay lower dividends than Class A shares.
o Unlike Class B shares, Class C shares do not automatically convert into
another class.
o You may purchase any amount less than $1,000,000 of Class C shares at
any one time. The limitation on maximum purchases varies for retirement
plans.
Each share class of the Fund has adopted a separate 12b-1 plan that allows it to
pay distribution fees for the sales and distribution of its shares. Because
these fees are paid out of the Fund's assets on an ongoing basis, over time
these fees will increase the cost of your investment and may cost you more than
paying other types of sales charges.
21
<PAGE>
About your account (continued)
How to reduce your sales charge
We offer a number of ways to reduce or eliminate the sales charge on shares.
Please refer to the Statement of Additional Information for detailed information
and eligibility requirements. You can also get additional information from your
financial adviser. You or your financial adviser must notify us at the time you
purchase shares if you are eligible for any of these programs.
<TABLE>
<CAPTION>
- ----------------------------- -------------------------------- --------------------------------------------------------------------
Program How it works Share class
A B C
- ----------------------------- -------------------------------- --------------------------------------------------------------------
<S> <C> <C> <C> <C>
Letter of Intent Through a Letter of Intent X Although the Letter of Intent and Rights of
you agree to invest a Accumulation do not apply to the purchase of
certain amount in Delaware Class B and C shares, you can combine your
Investment Funds (except purchase of Class A shares with your purchase of
money market funds with no B and C shares to fulfill your Letter of Intent
sales charge) over a or qualify for Rights of Accumulation.
13-month period to qualify
for reduced front-end
sales charges.
- ----------------------------- -------------------------------- ----------------
Rights of Accumulation You can combine your X
holdings or purchases of
all funds in the Delaware
Investments family (except
money market funds with no
sales charge) as well as
the holdings and purchases
of your spouse and
children under 21 to
qualify for reduced
front-end sales charges.
- ----------------------------- -------------------------------- ---------------- ------------------------------ --------------------
Reinvestment of Up to 12 months after you For Class A, For Class B, your Not available.
Redeemed Shares redeem shares, you can you will not account will be credited
reinvest the proceeds with have to pay with the contingent
no additional sales charge. an deferred sales charge
additional you previously paid on
front-end the amount you are
sales charge. reinvesting. Your
schedule for contingent
deferred sales charges
and conversion to Class
A will not start over
again, it will pick up
from the point at which
you redeemed your shares.
- ----------------------------- -------------------------------- ---------------- ---------------------------------------------------
SIMPLE IRA, SEP IRA, These investment plans may X There is no reduction in sales charge for Class B
SARSEP, Prototype qualify for reduced sales and Class C shares for group purchases by
Profit Sharing, charges by combining the retirement plans.
Pension, 401(k), SIMPLE purchases of all members
401(k), 403(b)(7), and of the group. Members of
457 Retirement Plans these groups may also
qualify to purchase shares
without a front-end sales
charge and a waiver of any
contingent deferred sales
charges.
- ----------------------------- -------------------------------- ---------------- ---------------------------------------------------
</TABLE>
22
<PAGE>
How to buy shares
[GRAPHIC OMITTED: ILLUSTRATION OF A PERSON]
Through your financial adviser
Your financial adviser can handle all the details of purchasing shares,
including opening an account. Your adviser may charge a separate fee for this
service.
[GRAPHIC OMITTED: ILLUSTRATION OF AN ENVELOPE]
By mail
Complete an investment slip and mail it with your check, made payable to the
fund and class of shares you wish to purchase, to Delaware Investments, 1818
Market Street, Philadelphia, PA 19103-3682. If you are making an initial
purchase by mail, you must include a completed investment application (or an
appropriate retirement plan application if you are opening a retirement account)
with your check.
[GRAPHIC OMITTED: ILLUSTRATION OF A JAGGED LINE]
By wire
Ask your bank to wire the amount you want to invest to First Union Bank, ABA
#031201467, Bank Account number 2014 12893 4013. Include your account number and
the name of the fund in which you want to invest. If you are making an initial
purchase by wire, you must call us so we can assign you an account number.
[GRAPHIC OMITTED: ILLUSTRATION OF AN EXCHANGE SYMBOL]
By exchange
You can exchange all or part of your investment in one or more funds in the
Delaware Investments family for shares of other funds in the family. Please keep
in mind, however, that under most circumstances you are allowed to exchange only
between like classes of shares. To open an account by exchange, call the
Shareholder Service Center at 800o523o1918.
[GRAPHIC OMITTED: ILLUSTRATION OF A KEYPAD]
Through automated shareholder services
You can purchase or exchange shares through Delaphone, our automated telephone
service, or through our web site, www.delawareinvestments.com. For more
information about how to sign up for these services, call our Shareholder
Service Center at 800o523o1918.
23
<PAGE>
About your account (continued)
How to buy shares (continued)
Once you have completed an application, you can open an account with an initial
investment of $1,000 and make additional investments at any time for as little
as $100. If you are buying shares in an IRA or Roth IRA, under the Uniform Gifts
to Minors Act or the Uniform Transfers to Minors Act; or through an Automatic
Investing Plan, the minimum purchase is $250, and you can make additional
investments of only $25. The minimum for an Education IRA is $500. The minimums
vary for retirement plans other than IRAs, Roth IRAs or Education IRAs.
The price you pay for shares will depend on when we receive your purchase order.
If we or an authorized agent receive your order before the close of trading on
the New York Stock Exchange (normally 4:00 p.m. Eastern Time) on a business day,
you will pay that day's closing share price which is based on the Fund's net
asset value. If we receive your order after the close of trading, you will pay
the next business day's price. A business day is any day that the New York Stock
Exchange is open for business. We reserve the right to reject any purchase
order.
We determine the Fund's net asset value (NAV) per share at the close of trading
of the New York Stock Exchange each business day that the Exchange is open. We
calculate this value by adding the market value of all the securities and assets
in the Fund's portfolio, deducting all liabilities, and dividing the resulting
number by the number of shares outstanding. The result is the net asset value
per share. We price securities and other assets for which market quotations are
available at their market value. We price fixed-income securities on the basis
of valuations provided to us by an independent pricing service that uses methods
approved by the board of directors. Any fixed-income securities that have a
maturity of less than 60 days we price at amortized cost. We price all other
securities at their fair market value using a method approved by the board of
directors.
Retirement plans
In addition to being an appropriate investment for your Individual Retirement
Account (IRA), Roth IRA and Education IRA, shares in the Fund may be suitable
for group retirement plans. You may establish your IRA account even if you are
already a participant in an employer-sponsored retirement plan. For more
information on how shares in the Fund can play an important role in your
retirement planning or for details about group plans, please consult your
financial adviser, or call 800o523o1918.
24
<PAGE>
How to redeem shares
[GRAPHIC OMITTED: ILLUSTRATION OF A PERSON]
Through your financial adviser
Your financial adviser can handle all the details of redeeming your shares. Your
adviser may charge a separate fee for this service.
[GRAPHIC OMITTED: ILLUSTRATION OF AN ENVELOPE]
By mail
You can redeem your shares (sell them back to the fund) by mail by writing to:
Delaware Investments, 1818 Market Street, Philadelphia, PA 19103-3682. All
owners of the account must sign the request, and for redemptions of more than
$50,000, you must include a signature guarantee for each owner. Signature
guarantees are also required when redemption proceeds are going to an address
other than the address of record on an account.
[GRAPHIC OMITTED: ILLUSTRATION OF A TELEPHONE]
By telephone
You can redeem up to $50,000 of your shares by telephone. You may have the
proceeds sent to you by check, or, if you redeem at least $1,000 of shares, you
may have the proceeds sent directly to your bank by wire. Bank information must
be on file before you request a wire redemption.
[GRAPHIC OMITTED: ILLUSTRATION OF A JAGGED LINE]
By wire
You can redeem $1,000 or more of your shares and have the proceeds deposited
directly to your bank account the next business day after we receive your
request. If you request a wire deposit, the First Union Bank fee (currently
$7.50) will be deducted from your proceeds. Bank information must be on file
before you request a wire redemption.
[GRAPHIC OMITTED: ILLUSTRATION OF A KEYPAD]
Through automated shareholder services
You can redeem shares through Delaphone, our automated telephone service, or
through our web site, www.delawareinvestments.com. For more information about
how to sign up for these services, call our Shareholder Service Center at
800o523o1918.
25
<PAGE>
About your account (continued)
How to redeem shares (continued)
If you hold your shares in certificates, you must submit the certificates with
your request to sell the shares. We recommend that you send your certificates by
certified mail.
When you send us a properly completed request to redeem or exchange shares
before the close of trading on the New York Stock Exchange (normally 4:00 p.m.
Eastern time), you will receive the net asset value as determined on the
business day we receive your request. We will deduct any applicable contingent
deferred sales charges. You may also have to pay taxes on the proceeds from your
sale of shares. We will send you a check, normally the next business day, but no
later than seven days after we receive your request to sell your shares. If you
purchased your shares by check, we will wait until your check has cleared, which
can take up to 15 days, before we send your redemption proceeds.
If you are required to pay a contingent deferred sales charge when you redeem
your shares, the amount subject to the fee will be based on the shares' net
asset value when you purchased them or their net asset value when you redeem
them, whichever is less. This arrangement assures that you will not pay a
contingent deferred sales charge on any increase in the value of your shares.
You also will not pay the charge on any shares acquired by reinvesting dividends
or capital gains. If you exchange shares of one fund for shares of another, you
do not pay a contingent deferred sales charge at the time of the exchange. If
you later redeem those shares, the purchase price for purposes of the contingent
deferred sales charge formula will be the price you paid for the original shares
not the exchange price. The redemption price for purposes of this formula will
be the NAV of the shares you are actually redeeming.
Account minimums
If you redeem shares and your account balance falls below the required account
minimum of $1,000 ($250 for IRAs, Uniform Gift to Minors Act accounts or
accounts with automatic investing plans, $500 for Education IRAs) for three or
more consecutive months, you will have until the end of the current calendar
quarter to raise the balance to the minimum. If your account is not at the
minimum by the required time, you will be charged a $9 fee for that quarter and
each quarter after that until your account reaches the minimum balance. If your
account does not reach the minimum balance, the Fund may redeem your account
after 60 days' written notice to you.
26
<PAGE>
Special services
To help make investing with us as easy as possible, and to help you build your
investments, we offer the following special services.
Automatic Investing Plan
The Automatic Investing Plan allows you to make regular monthly investments
directly from your checking account.
Direct Deposit
With Direct Deposit you can make additional investments through payroll
deductions, recurring government or private payments such as Social Security or
direct transfers from your bank account.
Wealth Builder Option
With the Wealth Builder Option you can arrange automatic monthly exchanges
between your shares in one or more Delaware Investments funds. Wealth Builder
exchanges are subject to the same rules as regular exchanges (see below) and
require a minimum monthly exchange of $100 per fund.
Dividend Reinvestment Plan
Through our Dividend Reinvestment Plan, you can have your distributions
reinvested in your account or the same share class in another fund in the
Delaware Investments family. The shares that you purchase through the Dividend
Reinvestment Plan are not subject to a front-end sales charge or to a contingent
deferred sales charge. Under most circumstances, you may reinvest dividends only
into like classes of shares.
Exchanges
You can exchange all or part of your shares for shares of the same class in
another Delaware Investments fund without paying a sales charge and without
paying a contingent deferred sales charge at the time of the exchange. However,
if you exchange shares from a money market fund that does not have a sales
charge you will pay any applicable sales charges on your new shares. When
exchanging Class B and Class C shares of one fund for the same class of shares
in other funds, your new shares will be subject to the same contingent deferred
sales charge as the shares you originally purchased. The holding period for the
CDSC will also remain the same, with the amount of time you held your original
shares being credited toward the holding period of your new shares. You don't
pay sales charges on shares that you acquired through the reinvestment of
dividends. You may have to pay taxes on your exchange. When you exchange shares,
you are purchasing shares in another fund so you should be sure to get a copy of
the fund's prospectus and read it carefully before buying shares through an
exchange.
27
<PAGE>
About your account (continued)
Special services (continued)
MoneyLineSM On Demand Service
Through our MoneyLineSM On Demand Service, you or your financial adviser may
transfer money between your Fund account and your predesignated bank account by
telephone request. This service is not available for retirement plans, except
for purchases into IRAs. MoneyLine has a minimum transfer of $25 and a maximum
transfer of $50,000.
MoneyLine Direct Deposit Service
Through our MoneyLine Direct Deposit Service you can have $25 or more in
dividends and distributions deposited directly to your bank account. Delaware
Investments does not charge a fee for this service; however, your bank may
assess one. This service is not available for retirement plans.
Systematic Withdrawal Plan
Through our Systematic Withdrawal Plan you can arrange a regular monthly or
quarterly payment from your account made to you or someone you designate. If the
value of your account is $5,000 or more, you can make withdrawals of at least
$25 monthly, or $75 quarterly. You may also have your withdrawals deposited
directly to your bank account through our MoneyLine Direct Deposit Service.
Dividends, distributions and taxes
Dividends and capital gains, if any, are paid annually. We automatically
reinvest all dividends and any capital gains, unless you tell us otherwise.
Tax laws are subject to change, so we urge you to consult your tax adviser about
your particular tax situation and how it might be affected by current tax law.
The tax status of your dividends from the Fund is the same whether you reinvest
your dividends or receive them in cash. Distributions from the Fund's long-term
capital gains are taxable as capital gains, while distributions from short-term
capital gains and net investment income are generally taxable as ordinary
income. Any capital gains may be taxable at different rates depending on the
length of time the Fund held the assets. In addition, you may be subject to
state and local taxes on distributions.
We will send you a statement each year by January 31 detailing the amount and
nature of all dividends and capital gains that you were paid for the prior year.
28
<PAGE>
Certain management considerations
[Year 2000
As with other mutual funds, financial and business organizations and individuals
around the world, the Fund could be adversely affected if the computer systems
used by its service providers do not properly process and calculate date-related
information from and after January 1, 2000. This is commonly known as the "Year
2000 Problem." The Fund is taking steps to obtain satisfactory assurances that
its major service providers are taking steps reasonably designed to address the
Year 2000 Problem on the computer systems that the service providers use.
However, there can be no assurance that these steps will be sufficient to avoid
any adverse impact on the business of the Fund. The Year 2000 Problem may also
adversely affect the issuers of securities in which the Fund invests. The
portfolio manager and investment professionals of the Fund 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 affect of Year 2000 on any company or the performance of its
securities.]
Investments by fund of funds
Delaware REIT Fund accepts investments from the series portfolios of Delaware
Group Foundation Funds, a fund of funds. From time to time, the Fund may
experience large investments or redemptions due to allocations or rebalancings
by Foundation Funds. While it is impossible to predict the overall impact of
these transactions over time, there could be adverse effects on portfolio
management. For example, the Fund may be required to sell securities or invest
cash at times when it would not otherwise do so. These transactions could also
have tax consequences if sales of securities result in gains, and could also
increase transactions costs or portfolio turnover. The manager will monitor
transactions by Foundation Funds and will attempt to minimize any adverse
effects on both Delaware REIT Fund and Foundation Funds as a result of these
transactions.
29
<PAGE>
Financial highlights
The financial highlights table is intended to help you understand the Fund's
financial performance. All "per share" information reflects financial results
for a single Fund 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
800o523o1918.
<TABLE>
<CAPTION>
- ---------------------------------------------------- ----------- --------- ------------- ------------------ -------------------
Class B Shares Class C Shares
------------------ -------------------
Class A Shares Period Period Period
Year Ended 10/31 12/6/95(1)(2) 11/11/97(1) 1/11/97(1)
--------------------- Through through Through
REIT Fund 1998(2) 1997(2) 10/31/96 10/31/98 10/31/98
- ---------------------------------------------------- ---------- ---------- ------------- ------------------ -------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $16.260 $12.490 $10.000 $16.230 $16.230
Income (loss) from investment operations
Net investment income 1.118 0.616 0.652 0.914 0.914
Net realized and unrealized gain (loss) on
investments (2.713) 4.664 1.938 (2.559) (2.559)
------- ----- ----- ------- -------
Total from investment operations (1.595) 5.280 2.590 (1.645) (1.645)
------- ----- ----- ------- -------
Less dividends and distributions
Dividends from net investment income (0.865) (0.720) (0.100) (0.775) (0.775)
Distributions from net realized gain on
investments (0.820) (0.790) none (0.820) (0.820)
------- ------- ---- ------- -------
Total dividends and distributions (1.685) (1.510) (0.100) (1.595) (1.595)
------- ------- ------- ------- -------
Net asset value, end of period $12.980 $16.260 $12.490 $12.990 $12.990
======= ======= ======= ======= =======
Total return (3) (10.98%) 46.50% 26.12% (11.31%) (11.31%)
Ratios and supplemental data
Net assets, end of period (000 omitted) $13,340 $60,089 $26,468 $12,802 $2,435
Ratio of expenses to average net assets 1.11% 0.82% 0.89% 1.86% 1.86%
Ratio of expenses to average net assets
prior to expense limitation 1.27% 0.99% 1.02% 2.02% 2.02%
Ratio of net investment income to average net
assets 4.31% 4.25% 6.70% 3.56% 3.56%
Ratio of net investment income to average net
assets prior to expense limitation 4.15% 4.08% 6.57% 3.40% 3.40%
Portfolio turnover 51% 58% 109% 51% 51%
- ---------------------------------------------------- ---------- ---------- ------------- ------------------ -------------------
- ---------------------------------------------------- ---------- ---------- ------------- ------------------ -------------------
Volatility, as indicated by year-by-year return(3) (10.98%) 46.50% 26.12% (11.31%) (11.31%)
Volatility is not part of the Financial Highlights
and has not been audited by Ernst & Young LLP.
- ---------------------------------------------------- ---------- ---------- ------------- ------------------ -------------------
</TABLE>
(1) Date of initial public offering; ratios have been annualized but total
return has not been annualized.
(2) The financial highlights appearing above for the period December 6, 1995
through November 3, 1997 are derived from data concerning the original
(and then only) class of shares. Effective November 4, 1997, that original
class was redesignated REIT Fund A Class. The original class did not have
a front-end sales charge or a 12b-1 fee. The financial highlights prior to
November 4, 1997 do not reflect 12b-1 fees or the sales charges described
in this prospectus.
(3) Total investment return is based on the change in net asset value of a
share during the period and assumes reinvestment of distributions at net
asset value and does not reflect the impact of a sales charge. Total
return reflects expense limitations in effect for the Fund.
30
<PAGE>
How to read the Financial highlights
Net investment income
Net investment income includes dividend and interest income earned from the
Fund's investments; it is after expenses have been deducted.
Net realized and unrealized gain (loss) on investments
A realized gain on investments occurs when we sell an investment at a profit,
while a realized loss on investments occurs when we sell an investment at a
loss. When an investment increases or decreases in value but we do not sell it,
we record an unrealized gain or loss. The amount of realized gain per share that
we pay to shareholders is listed under "Less dividends and
distributions-Distributions from net realized gain on investments."
Net asset value (NAV)
This is the value of a mutual fund share, calculated by dividing the net assets
by the number of shares outstanding.
Total return
This represents the rate that an investor would have earned or lost on an
investment in the Fund. In calculating this figure for the financial highlights
table, we include fee waivers, exclude front-end and contingent deferred sales
charges, and assume the shareholder has reinvested all dividends and realized
gains.
Net assets
Net assets represent the total value of all the assets in the Fund's portfolio,
less any liabilities, that are attributable to that class of the Fund.
Ratio of expenses to average net assets
The expense ratio is the percentage of net assets that a fund pays annually for
operating expenses and management fees. These expenses include accounting and
administration expenses, services for shareholders, and similar expenses.
Ratio of net investment income to average net assets
We determine this ratio by dividing net investment income by average net assets.
Portfolio turnover rate
This figure tells you the amount of trading activity in a fund's portfolio. For
example, a fund with a 50% turnover has bought and sold half of the value of its
total investment portfolio during the stated period.
31
<PAGE>
[begin glossary]
How to use this glossary
This glossary includes definitions of investment terms used throughout the
prospectus. If you would like to know the meaning of an investment term that is
not explained in the text please check the glossary.
Glossary A-B
Amortized cost
Amortized cost is a method used to value a fixed-income security that starts
with the face value of the security and then adds or subtracts from that value
depending on whether the purchase price was greater or less than the value of
the security at maturity. The amount greater or less than the par value is
divided equally over the time remaining until maturity.
Average maturity
An average of when the individual bonds and other debt securities held in a
portfolio will mature.
[glossary to be continued]
Bond
A debt security, like an IOU, issued by a company, municipality or government
agency. In return for lending money to the issuer, a bond buyer generally
receives fixed periodic interest payments and repayment of the loan amount on a
specified maturity date. A bond's price changes prior to maturity and is
inversely related to current interest rates. When interest rates rise, bond
prices fall, and when interest rates fall, bond prices rise.
Bond ratings
Independent evaluations of creditworthiness, ranging from Aaa/AAA (highest
quality) to D (lowest quality). Bonds rated Baa/BBB or better are considered
investment grade. Bonds rated Ba/BB or lower are commonly known as junk bonds.
See also Nationally recognized statistical rating organization.
C-C
Capital
The amount of money you invest.
Capital appreciation
An increase in the value of an investment.
Capital gains distributions
Payments to mutual fund shareholders of profits (realized gains) from the sale
of a fund's portfolio securities. Usually paid once a year; may be either
short-term gains or long-term gains.
Commission
The fee an investor pays to a financial adviser for investment advice and help
in buying or selling mutual funds, stocks, bonds or other securities.
Compounding
Earnings on an investment's previous earnings.
Consumer Price Index (CPI)
Measurement of U.S. inflation; represents the price of a basket of commonly
purchased goods.
32
<PAGE>
Contingent deferred sales charge (CDSC)
Fee charged by some mutual funds when shares are redeemed (sold back to the
fund) within a set number of years; an alternative method for investors to
compensate a financial adviser for advice and service, rather than an up-front
commission.
Corporate bond
A debt security issued by a corporation. See bond.
Cost basis
The original purchase price of an investment, used in determining capital gains
and losses.
C-F
Currency exchange rates
The price at which one country's currency can be converted into another's. This
exchange rate varies almost daily according to a wide range of political,
economic and other factors.
Depreciation
A decline in an investment's value.
Diversification
The process of spreading investments among a number of different securities,
asset classes or investment styles to reduce the risks of investing.
[glossary to be continued]
[glossary continued]
Dividend distribution
Payments to mutual fund shareholders of dividends passed along from the fund's
portfolio of securities.
Duration
A measurement of a fixed-income investment's price volatility. The larger the
number, the greater the likely price change for a given change in interest
rates.
Expense ratio
A mutual fund's total operating expenses, expressed as a percentage of its total
net assets. Operating expenses are the costs of running a mutual fund, including
management fees, offices, staff, equipment and expenses related to maintaining
the fund's portfolio of securities and distributing its shares. They are paid
from the fund's assets before any earnings are distributed to shareholders.
[glossary to be continued]
[glossary continued]
F-M
Financial adviser
Financial professional (e.g., broker, banker, accountant, planner or insurance
agent) who analyzes clients' finances and prepares personalized programs to meet
objectives.
33
<PAGE>
Fixed-income securities
With fixed-income securities, the money you originally invested is paid back at
a pre-specified maturity date. These securities, which include government,
corporate or municipal bonds, as well as money market securities, typically pay
a fixed rate of return (often referred to as interest). See bond.
Inflation
The increase in the cost of goods and services over time. U.S. inflation is
frequently measured by changes in the Consumer Price Index (CPI).
Investment goal
The objective, such as long-term capital growth or high current income, that a
mutual fund pursues.
Management fee
The amount paid by a mutual fund to the investment adviser for management
services, expressed as an annual percentage of the fund's average daily net
assets.
M-P
Market capitalization
The value of a corporation determined by multiplying the current market price of
a share of common stock by the number of shares held by shareholders. A
corporation with one million shares outstanding and the market price per share
of $10 has a market capitalization of $10 million.
Maturity
The length of time until a bond issuer must repay the underlying loan principal
to bondholders.
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.
National Association of Securities Dealers (NASD)
A self-regulating organization, consisting of brokerage firms (including
distributors of mutual funds), that is responsible for overseeing the actions of
its members.
Nationally recognized statistical rating organization (NRSRO)
A company that assesses the credit quality of bonds, commercial paper, preferred
and common stocks and municipal short-term issues, rating the probability that
the issuer of the debt will meet the scheduled interest payments and repay the
principal. Ratings are published by such companies as Moody's Investors Service
(Moody's), Standard & Poor's Corporation (S&P), Duff & Phelps, Inc. (Duff), and
Fitch Investor Services, Inc. (Fitch).
Net asset value (NAV)
The daily dollar value of one mutual fund share. Equal to a fund's net assets
divided by the number of shares outstanding.
Preferred stock
Preferred stock has preference over common stock in the payment of dividends and
liquidation of assets. Preferred stocks also often pays dividends at a fixed
rate and is sometimes convertible into common stock.
P-S
Price-to-earnings ratio
A measure of a stock's value calculated by dividing the current market price of
a share of stock by its annual earnings per share. A stock selling for $100 per
share with annual earnings per share of $5 has a P/E of 20.
Principal
Amount of money you invest (also called capital). Also refers to a bond's
original face value, due to be repaid at maturity.
34
<PAGE>
Prospectus
The official offering document that describes a mutual fund, containing
information required by the SEC, such as investment objectives, policies,
services and fees.
Real estate investment trusts (REITs)
A real estate investment trust is a company that is usually traded publicly,
that manages a portfolio of real estate to make profits for shareholders.
Redeem
To cash in your shares by selling them back to the mutual fund.
Risk
Generally defined as variability of value; also credit risk, inflation risk,
currency and interest rate risk. Different investments involve different types
and degrees of risk.
Sales charge
Charge on the purchase or redemption of fund shares sold through financial
advisers. May vary with the amount invested. Typically used to compensate
advisers for advice and service provided.
S-S
SEC (Securities and Exchange Commission)
Federal agency established by Congress to administer the laws governing the
securities industry, including mutual fund companies.
Share classes
Different classifications of shares; mutual fund share classes offer a variety
of sales charge choices.
Signature guarantee
Certification by a bank, brokerage firm or other financial institution that a
customer's signature is valid; signature guarantees can be provided by members
of the STAMP program.
Standard deviation
A measure of an investment's volatility; for mutual funds, measures how much a
fund's total return has typically varied from its historical average.
Statement of Additional Information (SAI)
The document serving as "Part B" of a fund's prospectus that provides more
detailed information about the fund's organization, investments, policies and
risks.
Stock
An investment that represents a share of ownership (equity) in a corporation.
Stocks are often referred to as equities.
T-V
Total return
An investment performance measurement, expressed as a percentage, based on the
combined earnings from dividends, capital gains and change in price over a given
period.
Uniform Gift to Minors Act and Uniform Transfers to Minors Act
Federal and state laws that provide a simple way to transfer property to a minor
with special tax advantages.
Volatility
The tendency of an investment to go up or down in value by different magnitudes.
Investments that generally go up or down in value in relatively small amounts
are considered "low volatility" investments, whereas those investments that
generally go up or down in value in relatively large amounts are considered
"high volatility" investments.
[back cover]
35
<PAGE>
Delaware REIT Fund
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 the report
period. You can find more detailed information about the Fund in the current
Statement of Additional Information, which we have filed electronically with the
Securities and Exchange Commission (SEC) and which is legally a part of this
prospectus. If you want a free copy of the Statement of Additional Information,
the annual or semi-annual report, or if you have any questions about investing
in the Fund, you can write to us at 1818 Market Street, Philadelphia, PA 19103,
or call toll-free 800o523o1918. You may also obtain additional information about
the Fund from your financial adviser.
You can find reports and other information about the Fund 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 Fund, including its Statement
of Additional Information, can be reviewed and copied at the Securities and
Exchange Commission's Public Reference Room in Washington, D.C. You can get
information on the public reference room by calling the SEC at 1o800oSECo0330.
Web site
www.delawareinvestments.com
E-mail
[email protected]
Shareholder Service Center
800o523o1918
Call the Shareholder Service Center Monday to Friday, 8 a.m. to 8 p.m. Eastern
time:
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.
Delaphone Service
800o362oFUND (800o362o3863)
o For convenient access to account information or current performance
information on all Delaware Investments Funds seven days a week, 24 hours
a day, use this Touch-Tone(R) service.
Registrant's Investment Company Act file number: 811-6322
Delaware REIT Fund Symbols
CUSIP NASDAQ
Class A 246248868 DPREX
Class B 246248819 DPRBX
Class C 246248793 DPRCX
DELAWARE
INVESTMENTS
Philadelphia * London
P-___ [--] PP 3/99
36
<PAGE>
DELAWARE
INVESTMENTS
-----------
Philadelphia * London
Delaware REIT Fund
Institutional Class
Prospectus
March 1, 2000
Total Return Fund
The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the accuracy of this prospectus, and any
representation to the contrary is a criminal offense.
<PAGE>
[inside front cover]
Table of contents
Fund profile page
Delaware REIT Fund
How we manage the Fund page
Our investment strategies
The securities we typically invest in
The risks of investing in the Fund
Who manages the Fund page
Investment manager and sub-adviser
Portfolio managers
Fund administration (Who's who) page
About your account page
Investing in the Fund
How to buy shares
How to redeem shares
Account minimum
Exchanges
Dividends, distributions and taxes
Certain management considerations
Financial highlights page
2
<PAGE>
Profile: Delaware REIT Fund
What are the Fund's Goals?
The Delaware REIT Fund seeks maximum long-term total return, with capital
appreciation as a secondary objective. Although the Fund will strive to achieve
its goal, there is no assurance that it will.
What are the Fund's main investment strategies?
The Delaware REIT Fund invests in securities of companies that are principally
engaged in the real estate industry. Under normal circumstances, we will invest
at least 65% of the Fund's total assets in equity securities of real estate
investment trusts (REITs).
In managing the Delaware REIT Fund portfolio, we strive to include REITs that
represent a variety of different sectors in the real estate industry. As we
consider individual REITs for the portfolio, we carefully evaluate each REIT's
management team. We generally look for those that:
| | Retain a substantial portion of the properties' cashflow;
| | Effectively use capital to expand;
| | Have a strong ability to raise rents; and,
| | Can create a franchise value for the REIT.
What are the main risks of investing in the Fund?
Investing in any mutual fund involves risk, including the risk that you may lose
part or all of the money you invest. The value of your investment will increase
and decrease according to changes in the value of the securities held by the
Fund.
Because we concentrate our investments in the real estate industry, the Fund may
be subject to certain risks associated with direct ownership of real estate and
with the real estate industry in general. Its investments may tend to fluctuate
more in value than a portfolio that invests in a broader range of industries. If
the Fund 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 could be jeopardized.
The Delaware REIT Fund is considered "non-diversified" under federal laws and
regulations that govern mutual funds. That means the Fund may invest more than
5% of net assets in a single security. Thus, adverse effects on an investment
held by the Fund may affect a larger portion of overall assets and subject the
Fund to greater risks.
For a more complete discussion of risk, please turn to page x.
An investment in the Fund 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.
You should keep in mind that an investment in the Fund is not a complete
investment program; it should be considered just one part of your total
financial plan. Be sure to discuss this Fund with your financial adviser to
determine whether it is an appropriate choice for you.
Who should invest in the Fund?
|_| Investors seeking a high level of total return.
|_| Investors willing to invest in equity securities of companies
principally engaged in the real estate industry.
|_| Investors looking to diversify their equity holdings by adding
exposure to the real estate markets.
3
<PAGE>
Who should not invest in the Fund?
|_| Investors unwilling to accept the risks of investing in the real
estate industry as well as in a non-diversified fund.
|_| Investors who are unwilling to accept that the value of their
investment may fluctuate, sometimes significantly, over the short
term.
4
<PAGE>
How has the Fund performed?
This bar chart can help you evaluate the risks of investing in the Fund. We show
returns for the Institutional Class shares for the past two calendar years, as
well as average annual returns for the past year and since inception. The Fund's
past performance is not necessarily an indication how it will perform in the
future. The Class' returns reflect voluntary expense caps in place during the
periods. The returns would be lower without these voluntary caps.
[GRAPHIC OMITTED: BAR CHART SHOWING YEAR BY YEAR TOTAL RETURN
(INSTITUTIONAL CLASS) FPO]
Year-by-year total return (Institutional Class)
REIT Fund
1998 [________%]
1999 [________%]
During the period illustrated in this bar chart, the Institutional Class'
highest return was [1.12%] for the quarter ended [March 31, 1998] and its lowest
return was [-8.93%] for the quarter ended [September 30, 1998].
Average annual returns for periods ending 12/31/99
Institutional NAREIT Equity
Class REIT Index
1 year [________%] [________%]
Since inception
(11/11/97) [________%] [________%]
The Fund's returns are compared to the performance of the NAREIT Equity REIT
Index. You should remember that unlike the Fund, the index is unmanaged and
doesn't include the costs of operating a mutual fund, such as the costs of
buying, selling, and holding securities.
5
<PAGE>
What are REIT Fund's fees and expenses?
You do not pay sales charges directly from your investments when you buy or sell
shares of the Institutional Class.
------------------------------------------------------ ----------
Maximum sales charge (load) imposed on purchases as None
a percentage of offering price
------------------------------------------------------ ----------
Maximum contingent deferred sales charge (load) None
as a percentage of original purchase price or
redemption price, whichever is lower
------------------------------------------------------ ----------
Maximum sales charge (load) imposed on reinvested None
dividends
------------------------------------------------------ ----------
Redemption fees None
------------------------------------------------------ ----------
Exchange Fees(1) None
------------------------------------------------------ ----------
Annual fund operating expenses are deducted from the Fund's assets.
------------------------------------------------------ -----------
Management fees 0.75%
------------------------------------------------------ -----------
Distribution and service (12b-1) fees None
------------------------------------------------------ -----------
Other expenses [____%]
------------------------------------------------------ -----------
Total operating expenses(2) [____%]
------------------------------------------------------ -----------
This example is intended to help you compare the cost of investing in the Fund
to the cost of investing in other mutual funds with similar investment
objectives. We show the cumulative amount of Fund expenses on a hypothetical
investment of $10,000 with an annual 5% return over the time shown.(3) This is
an example only, and does not represent future expenses, which may be greater or
less than those shown here.
--------------- ------------
1 year [$_____]
--------------- ------------
3 years [$_____]
--------------- ------------
5 years [$_____]
--------------- ------------
10 years [$_____]
--------------- ------------
(1) Exchanges are subject to the requirements of each fund in the Delaware
Investments family. A front-end sales charge may apply if you exchange your
shares into a fund that has a front-end sales charge.
(2) The investment manager has agreed to waive fees and pay expenses from
November 11, 1998 through April 30, 2000 in order to prevent total operating
expenses (excluding any taxes, interest, brokerage fees, extraordinary
expenses and 12b-1 fees) from exceeding 0.95% of average daily net assets.
The manager's voluntary expense cap was different prior to November 11,
1998.
(3) The Fund's actual rate of return may be greater or less than the
hypothetical 5% return we use here. Also, this example assumes that the
Fund's total operating expenses remain unchanged in each of the periods we
show. This example does not reflect the voluntary expense cap described in
footnote 2.
6
<PAGE>
How we manage the Fund
Our investment strategies
We research individual companies and analyze economic and market conditions,
seeking to identify the securities or market sectors that we think are the best
investments for a particular fund. The following describes how the portfolio
management team pursues the Fund's investment goals.
We take a disciplined approach to investing, combining investment strategies and
risk management techniques that can help shareholders meet their goals.
The Delaware REIT Fund strives to achieve maximum long-term total return.
Capital appreciation is a secondary objective. We invest in securities of
companies principally engaged in the real estate industry. Under normal
circumstances, at least 65% of the Fund's total assets will be invested in
equity securities of real estate investment trusts (REITs). The Fund may also
invest in equity securities of real estate industry operating companies known as
REOCs.
We do not normally acquire securities for short term purposes; however, we may
take advantage of short-term opportunities that are consistent with the Fund's
investment objectives.
Delaware REIT Fund's investment objectives are non-fundamental. This means that
the Board of Trustees may change the objectives without obtaining shareholder
approval. If the objectives were changed, we would notify shareholders before
the change in the objectives became effective.
7
<PAGE>
The securities we typically invest in
Stocks offer investors the potential for capital appreciation, and may pay
dividends as well.
<TABLE>
<CAPTION>
--------------------------------------------------- -----------------------------------------------------------------------
Securities How we use them
--------------------------------------------------- ------------------------------------------------------------------- ---
Delaware REIT Fund
--------------------------------------------------- ------------------------------------------------------------------- ---
<S> <C> <C>
Real Estate Investment Trusts: A company, usually We may invest without limit in shares of REITs.
traded publicly, that manages a portfolio of real
estate to earn profits for shareholders.
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, derive
income primarily from the collection of rents and
can 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. By investing in
REITs indirectly through the Fund, a shareholder
bears a proportionate share of the expenses of
the Fund and indirectly shares similar expenses
of the REITs.
--------------------------------------------------- ------------------------------------------------------------------- ---
Real Estate Industry Operating Companies: We We may invest without limit in REOCs.
consider a REOC to be a company that derives at
least 50% of its gross revenues or net profits
from
(1) 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.
--------------------------------------------------- ------------------------------------------------------------------- ---
Foreign securities and American Depositary The Fund's investments may from time to time include sponsored or
Receipts: unsponsored American Depositary Receipts that are actively traded
Securities of foreign entities issued directly in the United States.
or, in the case of American Depositary Receipts,
through a U.S. bank. ADRs are issued by a U.S. We may invest up to 10% of the Fund' assets in foreign
bank and represent a stated number of shares of a securities.
foreign corporation that the bank holds in its
vault. An ADR entitles the holder to all
dividends and capital gains earned by the
underlying foreign shares. ADRs are bought and
sold the same as U.S. securities.
--------------------------------------------------- ------------------------------------------------------------------- ---
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
--------------------------------------------------- ------------------------------------------------------------------- ---
<S> <C> <C>
Options and futures: Options represent a right to We may, to a limited extent, enter into futures contracts on stocks,
buy or sell a security or group of securities at purchase or sell options, or engage in related activities. However,
an agreed upon price at a future date. The we will not use futures, options or related activities for
purchaser of an option may or may not choose to speculative purposes, but rather to quickly put money into the stock
go through with the transaction. market at times when the Fund's assets are not fully invested in
equity securities. Positions in options or futures will generally be
Futures contracts are agreements for the purchase eliminated when the Fund is able to invest in appropriate securities.
or sale of securities at a specified price, on a
specified date. Unlike an option, a futures
contract must be executed unless it is sold
before the settlement date.
Options and futures are generally considered to
be derivative securities.
--------------------------------------------------- ------------------------------------------------------------------- ---
Repurchase agreements: An agreement between a Typically, we use repurchase agreements as a short-term investment
buyer and seller of securities in which the for our cash position. In order to enter into repurchase agreements,
seller agrees to buy the securities back within a the Fund must have collateral of at least 102% of the repurchase
specified time at the same price the buyer paid price. Except when we believe a temporary defensive approach is
for them, plus an amount equal to an agreed upon appropriate, the Fund will not hold more than 5% of its total assets
interest rate. Repurchase agreements are often in cash or other short-term investments. All short-term investments
viewed as equivalent to cash. will be rated AAA by Standard & Poor's or Aaa by Moody's Investors
Service or if unrated, be of comparable quality, based on our
evaluation.
--------------------------------------------------- ------------------------------------------------------------------- ---
Restricted securities: Privately placed We may invest in privately placed securities that are eligible for
securities whose resale is restricted under resale only among certain institutional buyers without registration.
securities law. These are commonly known as Rule 144A Securities. We may invest
without limitation in Rule 144A Securities that are deemed to be
liquid. Illiquid Rule 144A Securities together with other restricted
securities must be limited to 15% of total Fund assets.
--------------------------------------------------- ------------------------------------------------------------------- ---
Illiquid securities: Securities that do not have We may invest up to 15% of net assets in illiquid securities.
a ready market, and cannot be easily sold within
seven days at approximately the price that a fund
has valued them.
--------------------------------------------------- ------------------------------------------------------------------- ---
</TABLE>
The Delaware REIT Fund may also invest in convertible securities including
enhanced convertible securities, mortgage-backed securities, U.S. government
securities and zero coupon bonds. The Fund may invest a portion of its net
assets in foreign securities directly. Please see the Statement of Additional
Information for additional descriptions and risk information on these securities
as well as those listed in the table above. You can find additional information
about the investments in the Fund's portfolio in the annual or semi-annual
shareholder report.
Lending securities
The Fund may lend up to 25% of its assets to qualified dealers and institutional
investors for their use in security transactions.
Borrowing from banks
The Fund may borrow money as a temporary measure for extraordinary purposes or
to facilitate redemptions. Borrowing money could result in the Fund being unable
to meet its investment objective.
9
<PAGE>
Temporary defensive positions
In response to unfavorable market conditions, the Fund may make temporary
investments in bonds, cash or cash equivalents. These investments may not be
consistent with the Fund's investment objective.
Purchasing securities on a when-issued or delayed delivery basis
The Fund may buy or sell securities on a when-issued or delayed delivery basis;
that is, paying for securities before delivery or taking delivery at a later
date.
Portfolio turnover
We anticipate that the Fund's annual portfolio turnover will be less than 100%.
A turnover rate of 100% would occur if the Fund sold and replaced securities
valued at 100% of its net assets within one year. High turnover can result in
increased transaction costs and tax liability for the Fund.
10
<PAGE>
The risks of investing in the Fund
Investing in any mutual fund involves risk, including the risk that you may
receive little or no return on your investment, and the risk that you may lose
part or all of the money you invest. Before you invest in the Fund you should
carefully evaluate the risks. Because of the nature of the Fund, you should
consider your investment to be a long-term investment that typically provides
the best results when held for a number of years. The following are the chief
risks you assume when investing in Delaware REIT Fund. Please see the Statement
of Additional Information for further discussion of these risks and other risks
not discussed here.
<TABLE>
<CAPTION>
- --------------------------------------------- ----------------------------------------------------------------------------------
Risks How we strive to manage them
- --------------------------------------------- ----------------------------------------------------------------------------------
<S> <C>
Market risk is the risk that all or a We maintain a long-term investment approach and focus on stocks we believe can
majority of the securities in a certain appreciate over an extended time frame regardless of interim market
market -- like the stock or bond market -- fluctuations. We do not try to predict overall stock market movements and
will decline in value because of factors generally do not trade for short-term purposes.
such as economic conditions, future
expectations or investor confidence. We may hold a substantial part of the Fund's assets in cash or cash equivalents
as a temporary, defensive strategy.
- --------------------------------------------- ----------------------------------------------------------------------------------
Industry and security risk is the risk that In the Delaware REIT Fund we hold a number of different individual securities,
the value of securities in a particular seeking to manage security risk. However, we do concentrate
industry or the value of an individual On the real estate industry. As a consequence, the share price of the
stock or bond will decline because of Fund may fluctuate in response to factors affecting that industry, and may
changing expectations for the performance fluctuate more widely than a portfolio that invests in a broader range of
of that industry or for the individual industries. The Fund may be more susceptible to any single economic, political
company issuing the stock or bond. or regulatory occurrence affecting the real estate industry.
- --------------------------------------------- ----------------------------------------------------------------------------------
Interest rate risk is the risk that The Delaware REIT Fund is subject to interest rate risk. If the Fund invests in
securities will decrease in value if real estate investment trusts that hold fixed rate obligations, we would expect
interest rates rise and conversely rise in the value of those trusts to decrease if interest rates rise and increase if
value when interest rates fall. interest rates decline. However, lower interest rates also tend to increase the
chances that a bond will be refinanced, which can hurt the returns of REITs that
hold fixed rate obligations. We strive to manage this risk by monitoring
interest rates and evaluating their potential impact on securities already in
the portfolio or those we are considering for purchase.
- --------------------------------------------- ----------------------------------------------------------------------------------
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------- ----------------------------------------------------------------------------------
Risks How we strive to manage them
- --------------------------------------------- ----------------------------------------------------------------------------------
<S> <C>
Real estate industry risks include among Since the Fund invests principally in REITs, it is subject to the risks
others: associated with the real estate industry. We will strive to manage these risks
| | possible declines in the value of through careful selection of individual REIT securities; however, investors
real estate; should carefully consider these risks before investing in the Fund.
| | risks related to economic
conditions;
| | possible shortage of mortgage
funds;
| | overbuilding and extended
vacancies;
| | increased competition;
| | changes in property taxes,
operating expenses or zoning laws;
| | costs of environmental clean-up,
or damages from natural disasters;
| | limitations or fluctuations in
rent payments;
| | cashflow fluctuations; and
| | defaults by borrowers.
REITs are also subject to the risk of
failing to qualify for tax-free
pass-through of income under the Internal
Revenue Code and/or failing to qualify for
an exemption from registration as an
investment company under the Investment
Company Act of 1940.
- --------------------------------------------- ----------------------------------------------------------------------------------
Non-diversified funds Non-diversified Delaware REIT Fund is a non-diversified fund and subject to this risk.
investment companies have the flexibility Nevertheless, we typically hold securities from a variety of different issuers,
to invest as much as 50% of their assets in representing different sectors of the real estate industry. We also perform
as few as two issuers provided no single extensive analysis on all securities. We are particularly diligent in reviewing
issuer accounts for more than 25% of the securities that represent a larger percentage of portfolio assets.
portfolio. The remaining 50% of the
portfolio must be diversified so that no
more than 5% of a fund's assets is invested
in the securities of a single issuer.
Because a non-diversified fund may invest
its assets in fewer issuers, the value of
fund shares may increase or decrease more
rapidly than if the fund were fully
diversified.
- --------------------------------------------- ----------------------------------------------------------------------------------
Foreign risk is the risk that foreign We may invest up to 10% of the Delaware REIT Fund's total assets in foreign
securities may be adversely affected by securities; however we typically invest only a small portion of assets in
political instability, changes in currency foreign securities, so this is not expected to be a major risk to the Fund.
exchange rates, foreign economic conditions
or inadequate regulatory and accounting If the Fund holds international securities, fluctuations in currency exchange
standards. rates may present risks. We may try to reduce this risk by investing in forward
foreign currency exchange contracts to neutralize currency risks associated with
the purchase of individual securities denominated in a particular currency. See
"Futures and options risks" below.
- --------------------------------------------- ----------------------------------------------------------------------------------
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------- ----------------------------------------------------------------------------------
Risks How we strive to manage them
- --------------------------------------------- ----------------------------------------------------------------------------------
<S> <C>
Liquidity risk is the possibility that We limit exposure to illiquid securities.
securities cannot be readily sold, or can
only be sold at a price lower than the
price that the Fund has valued them.
- --------------------------------------------- ----------------------------------------------------------------------------------
Futures and options risks is the Delaware REIT Fund may use futures contracts and options on futures contracts,
possibility that a fund may experience a as well as options on securities for hedging purposes. We limit the amount of
loss if it employs an options or futures the Fund's assets that may be committed to these strategies. Our obligations
strategy related to a security or a market related to futures and options transactions will not exceed 20% of the Fund's
index and that security or index moves in total assets and we will not enter into additional futures contracts or options
the opposite direction from what the on them if more than 5% of the Fund's assets would be required as margin
manager anticipated. Futures and options deposits or premiums on the options.
also involve additional expenses, which
could reduce any benefit or increase any
loss that Fund gains from using the See also "Foreign risk" above.
strategy.
Options and futures contracts on foreign
currencies, and forward contracts, entail
particular risks related to conditions
affecting the underlying currency.
- --------------------------------------------- ----------------------------------------------------------------------------------
</TABLE>
13
<PAGE>
Who manages the Fund
Investment manager and sub-adviser
The Fund is managed by Delaware Management Company, a series of Delaware
Management Business Trust, which is an indirect, wholly owned subsidiary of
Delaware Management Holdings, Inc. Delaware Management Company makes investment
decisions for the Fund, manages the Fund's business affairs and provides daily
administrative services. Lincoln Investment Management, Inc. is the Fund's
sub-adviser. As sub-adviser, Lincoln provides Delaware with investment
recommendations, asset allocation advice, research, economic analysis and other
investment services regarding the types of securities in which we invest. For
their services to the Fund, the manager and sub-adviser were paid an aggregate
fee equal to [_____%] of the Fund's average daily net assets for the last fiscal
year.
Portfolio managers
Christopher S. Beck, Vice President/Senior Portfolio Manager
Mr. Beck has 19 years of investment management experience, starting 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 Delaware Investments in May 1997,
he managed the Small Cap Fund at Pitcairn Trust Company for two years. He holds
a BS from the University of Delaware, an MBA from Lehigh University and is a CFA
charterholder. Mr. Beck has been on the REIT management team since May 1999.
Damon J. Andres, Vice President/Portfolio Manger
Mr. Andres earned a BS in Business Administration with an emphasis in Finance
and Accounting from the University of Richmond. Prior to joining Delaware
Investments in 1994, he provided investment consulting services as a Consulting
Associate with Cambridge Associates, Inc. in Arlington, Virginia. Mr. Andres has
been on the REIT management team since 1997.
Thomas J. Trotman, Vice President/Portfolio Manager
Mr. Trotman earned a bachelor's degree in Accounting from Muhlenberg College and
an MBA from Widener University. Prior to joining Delaware Investments in 1995,
he was Vice President and Director of Investment Research at Independence
Capital Management. Before that, he held credit-related positions at Marine
Midland Bank, U.S. Steel Corporation, and Amerada Hess. Mr. Trotman is a CFA
charterholder. Mr. Trotman has been on the REIT management team since 1998.
14
<PAGE>
Who's who?
This diagram shows the various organizations involved with managing,
administering, and servicing the Delaware Investments funds.
[GRAPHIC OMITTED: DIAGRAM SHOWING THE VARIOUS ORGANIZATIONS INVOLVED
WITH MANAGING, ADMINISTERING, AND SERVICING THE DELAWARE INVESTMENTS
FUNDS]
Board of Directors
<TABLE>
<CAPTION>
<S> <C> <C>
Investment Manager The Fund Custodian
Delaware Management Company The Chase Manhattan Bank
One Commerce Square 4 Chase Metrotech Center
Philadelphia, PA 19103 Brooklyn, NY 11245
Sub-Adviser
Lincoln Investment Management
200 E. Berry Street
Fort Wayne, IN 46802
Portfolio managers Service agent Distributor
(see page [9] for details) Delaware Service Company, Inc. Delaware Distributors, L.P.
1818 Market Street 1818 Market Street
Philadelphia, PA 19103 Philadelphia, PA 19103
</TABLE>
Shareholders
Board of directors A mutual fund is governed by a board of directors which has
oversight responsibility for the management of the fund's business affairs.
Directors establish procedures and oversee and review the performance of the
investment manager, the distributor and others that perform services for the
fund. At least 40% of the board of directors must be independent of the fund's
investment manager and distributor. These independent fund directors, in
particular, are advocates for shareholder interests.
Investment manager An investment manager is a company responsible for selecting
portfolio investments consistent with the objective and policies stated in the
mutual fund's prospectus. The investment manager places portfolio orders with
broker/dealers and is responsible for obtaining the best overall execution of
those orders. A written contract between a mutual fund and its investment
manager specifies the services the manager performs. Most management contracts
provide for the manager to receive an annual fee based on a percentage of the
fund's average daily net assets. The manager is subject to numerous legal
restrictions, especially regarding transactions between itself and the funds it
advises.
Sub-adviser A sub-adviser is a company generally responsible for the management
of a designated portion of the fund's assets. They are selected and supervised
by the investment manager.
Portfolio managers Portfolio managers are employed by the investment manager or
sub-adviser to make investment decisions for individual portfolios on a
day-to-day basis.
Custodian Mutual funds are legally required to protect their portfolio
securities and most funds place them with a qualified bank custodian who
segregates fund securities from other bank assets.
Distributor Most mutual funds continuously offer new shares to the public
through distributors who are regulated as broker-dealers and are subject to
National Association of Securities Dealers, Inc. (NASD) rules governing mutual
fund sales practices.
15
<PAGE>
Service agent Mutual fund companies employ service agents (sometimes called
transfer agents) to maintain records of shareholder accounts, calculate and
disburse dividends and capital gains and prepare and mail shareholder statements
and tax information, among other functions. Many service agents also provide
customer service to shareholders.
Shareholders Like shareholders of other companies, mutual fund shareholders have
specific voting rights, including the right to elect directors. Material changes
in the terms of a fund's management contract must be approved by a shareholder
vote, and funds seeking to change fundamental investment objectives or policies
must also seek shareholder approval.
16
<PAGE>
About your account
Investing in the Fund
Institutional Class shares are available for purchase only by the
following:
o 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
o tax-exempt employee benefit plans of the manager or its affiliates and
securities dealer firms with a selling agreement with the distributor
o 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 affiliates and their corporate sponsors, as well as
subsidiaries and related employee benefit plans and rollover individual
retirement accounts from such institutional advisory accounts
o 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 to the financial institution of a Rule 12b-1 Plan fee
o 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
17
<PAGE>
How to buy shares
[GRAPHIC OMITTED: ILLUSTRATION OF AN ENVELOPE]
By mail
Complete an investment slip and mail it with your check, made payable to the
fund and class of shares you wish to purchase, to Delaware Investments, 1818
Market Street, Philadelphia, PA 19103-3682. If you are making an initial
purchase by mail, you must include a completed investment application (or an
appropriate retirement plan application if you are opening a retirement account)
with your check.
[GRAPHIC OMITTED: ILLUSTRATION OF A JAGGED LINE]
By wire
Ask your bank to wire the amount you want to invest to First Union Bank, ABA
#031201467, Bank Account number 2014128934013. Include your account number and
the name of the fund in which you want to invest. If you are making an initial
purchase by wire, you must call us at 800-510-4015 so we can assign you an
account number.
[GRAPHIC OMITTED: ILLUSTRATION OF AN EXCHANGE SYMBOL]
By exchange
You can exchange all or part of your investment in one or more funds in the
Delaware Investments family for shares of other funds in the family. Please keep
in mind, however, that you may not exchange your shares for Class B or Class C
shares. To open an account by exchange, call your Client Services Representative
at 800-510-4015.
[GRAPHIC OMITTED: ILLUSTRATION OF A PERSON]
Through your financial adviser
Your financial adviser can handle all the details of purchasing shares,
including opening an account. Your adviser may charge a separate fee for this
service.
18
<PAGE>
About your account (continued)
How to buy shares (continued)
The price you pay for shares will depend on when we receive your purchase order.
If we or an authorized agent receive your order before the close of trading on
the New York Stock Exchange (normally 4:00 p.m. Eastern Time) on a business day,
you will pay that day's closing share price which is based on the Fund's net
asset value. If we receive your order after the close of trading, you will pay
the next business day's price. A business day is any day that the New York Stock
Exchange is open for business. We reserve the right to reject any purchase
order.
We determine the Fund's net asset value (NAV) per share at the close of trading
of the New York Stock Exchange each business day that the Exchange is open. We
calculate this value by adding the market value of all the securities and assets
in the Fund's portfolio, deducting all liabilities, and dividing the resulting
number by the number of shares outstanding. The result is the net asset value
per share. We price securities and other assets for which market quotations are
available at their market value. We price fixed-income securities on the basis
of valuations provided to us by an independent pricing service that uses methods
approved by the board of directors. Any fixed-income securities that have a
maturity of less than 60 days we price at amortized cost. We price all other
securities at their fair market value using a method approved by the board of
directors.
19
<PAGE>
How to redeem shares
[GRAPHIC OMITTED: ILLUSTRATION OF AN ENVELOPE]
By mail
You can redeem your shares (sell them back to the fund) by mail by writing to:
Delaware Investments, 1818 Market Street, Philadelphia, PA 19103-3682. All
owners of the account must sign the request, and for redemptions of $50,000 or
more, you must include a signature guarantee for each owner. You can also fax
your written request to 215-255-8864. Signature guarantees are also required
when redemption proceeds are going to an address other than the address of
record on an account.
[GRAPHIC OMITTED: ILLUSTRATION OF A TELEPHONE]
By telephone
You can redeem up to $50,000 of your shares by telephone. You may have the
proceeds sent to you by check, or, if you redeem at least $1,000 of shares, you
may have the proceeds sent directly to your bank by wire. Bank information must
be on file before you request a wire redemption.
[GRAPHIC OMITTED: ILLUSTRATION OF A JAGGED LINE]
By wire
You can redeem $1,000 or more of your shares and have the proceeds deposited
directly to your bank account the next business day after we receive your
request. Bank information must be on file before you request a wire redemption.
[GRAPHIC OMITTED: ILLUSTRATION OF A PERSON]
Through your financial adviser
Your financial adviser can handle all the details of redeeming your shares. Your
adviser may charge a fee for this service.
20
<PAGE>
About your account continued
How to redeem shares (cont.)
If you hold your shares in certificates, you must submit the certificates with
your request to sell the shares. We recommend that you send your certificates by
certified mail.
When you send us a properly completed request to redeem or exchange shares
before the close of trading on the New York Stock Exchange (normally 4:00 p.m.
Eastern time), you will receive the net asset value as determined on the
business day we receive your request. We will send you a check, normally the
next business day, but no later than seven days after we receive your request to
sell your shares. If you purchased your shares by check, we will wait until your
check has cleared, which can take up to 15 days, before we send your redemption
proceeds.
Account minimum
If you redeem shares and your account balance falls below $250, the Fund may
redeem your account after 60 days' written notice to you.
Exchanges
You can exchange all or part of your shares for shares of the same class in
another Delaware Investments fund. If you exchange shares to a fund that has a
sales charge you will pay any applicable sales charges on your new shares. You
don't pay sales charges on shares that are acquired through the reinvestment of
dividends. You may have to pay taxes on your exchange. When you exchange shares,
you are purchasing shares in another fund so you should be sure to get a copy of
the fund's prospectus and read it carefully before buying shares through an
exchange. You may not exchange your shares for Class B and Class C shares of the
funds in the Delaware Investments family.
Dividends, distributions and taxes
Dividends and capital gains, if any, are paid annually. We automatically
reinvest all dividends and any capital gains.
Tax laws are subject to change, so we urge you to consult your tax adviser about
your particular tax situation and how it might be affected by current tax law.
The tax status of your dividends from the Fund is the same whether you reinvest
your dividends or receive them in cash. Distributions from the Fund's long-term
capital gains are taxable as capital gains, while distributions from short-term
capital gains and net investment income are generally taxable as ordinary
income. Any capital gains may be taxable at different rates depending on the
length of time the Fund held the assets. In addition, you may be subject to
state and local taxes on distributions.
We will send you a statement each year by January 31 detailing the amount and
nature of all dividends and capital gains that you were paid for the prior year.
21
<PAGE>
Certain management considerations
[Year 2000
As with other mutual funds, financial and business organizations and individuals
around the world, the Fund could be adversely affected if the computer systems
used by its service providers do not properly process and calculate date-related
information from and after January 1, 2000. This is commonly known as the "Year
2000 Problem." The Fund is taking steps to obtain satisfactory assurances that
its major service providers are taking steps reasonably designed to address the
Year 2000 Problem on the computer systems that the service providers use.
However, there can be no assurance that these steps will be sufficient to avoid
any adverse impact on the business of the Fund. The Year 2000 Problem may also
adversely affect the issuers of securities in which the Fund invests. The
portfolio manager and investment professionals of the Fund 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 affect of Year 2000 on any company or the performance of its
securities.]
Investments by fund of funds
Delaware REIT Fund accepts investments from the series portfolios of Delaware
Group Foundation Funds, a fund of funds. From time to time, the Fund may
experience large investments or redemptions due to allocations or rebalancings
by Foundation Funds. While it is impossible to predict the overall impact of
these transactions over time, there could be adverse effects on portfolio
management. For example, the Fund may be required to sell securities or invest
cash at times when it would not otherwise do so. These transactions could also
have tax consequences if sales of securities result in gains, and could also
increase transactions costs or portfolio turnover. The manager will monitor
transactions by Foundation Funds and will attempt to minimize any adverse
effects on both Delaware REIT Fund and Foundation Funds as a result of these
transactions.
22
<PAGE>
Financial highlights
The financial highlights table is intended to help you understand the Fund's
financial performance. All "per share" information reflects financial results
for a single Fund 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 800-523-1918.
- ------------------------------------------------------------ -------------------
Institutional Class
--------------------
Period
11/11/97(1)
through
REIT Fund 10/31/98
- ------------------------------------------------------------ -------------------
Net asset value, beginning of period $16.230
Income (loss) from investment operations
Net investment income 1.134
Net realized and unrealized gain (loss) on investments (2.659)
-------
Total from investment operations (1.525)
-------
Less dividends and distributions
Dividends from net investment income (0.895)
Distributions from net realized gain on investments (0.820)
-------
Total dividends and distributions (1.715)
-------
Net asset value, end of period $12.990
=======
Total return (2) (10.56%)
Ratios and supplemental data
Net assets, end of period (000 omitted) $1,504
Ratio of expenses to average net assets 0.86%
Ratio of expenses to average net assets prior to 1.02%
expense limitation
Ratio of net investment income to average net assets 4.56%
Ratio of net investment income to average net assets 4.40%
prior to expense limitation
Portfolio turnover 51%
- ------------------------------------------------------------ -------------------
(1) Date of initial public offering; ratios have been annualized but total
return has not been annualized.
(2) Total return reflects expense limitations in effect for the Fund.
23
<PAGE>
How to read the Financial highlights
Net investment income
Net investment income includes dividend and interest income earned from the
Fund's investments; it is after expenses have been deducted.
Net realized and unrealized gain (loss) on investments
A realized gain on investments occurs when we sell an investment at a profit,
while a realized loss on investments occurs when we sell an investment at a
loss. When an investment increases or decreases in value but we do not sell it,
we record an unrealized gain or loss. The amount of realized gain per share that
we pay to shareholders is listed under "Less dividends and
distributions-Distributions from net realized gain on investments."
Net asset value (NAV)
This is the value of a mutual fund share, calculated by dividing the net assets
by the number of shares outstanding.
Total return
This represents the rate that an investor would have earned or lost on an
investment in the Fund. In calculating this figure for the financial highlights
table, we include fee waivers, and assume the shareholder has reinvested all
dividends and realized gains.
Net assets
Net assets represent the total value of all the assets in the Fund's portfolio,
less any liabilities, that are attributable to that class of the Fund.
Ratio of expenses to average net assets
The expense ratio is the percentage of net assets that a fund pays annually for
operating expenses and management fees. These expenses include accounting and
administration expenses, services for shareholders, and similar expenses.
Ratio of net investment income to average net assets
We determine this ratio by dividing net investment income by average net assets.
Portfolio turnover rate
This figure tells you the amount of trading activity in a fund's portfolio. For
example, a fund with a 50% turnover has bought and sold half of the value of its
total investment portfolio during the stated period.
24
<PAGE>
[begin glossary]
How to use this glossary
This glossary includes definitions of investment terms used throughout the
prospectus. If you would like to know the meaning of an investment term that is
not explained in the text please check the glossary.
Glossary A-C
Amortized cost
Amortized cost is a method used to value a fixed-income security that starts
with the face value of the security and then adds or subtracts from that value
depending on whether the purchase price was greater or less than the value of
the security at maturity. The amount greater or less than the par value is
divided equally over the time remaining until maturity.
Average maturity
An average of when the individual bonds and other debt securities held in a
portfolio will mature.
[glossary to be continued]
[glossary continued]
Bond
A debt security, like an IOU, issued by a company, municipality or government
agency. In return for lending money to the issuer, a bond buyer generally
receives fixed periodic interest payments and repayment of the loan amount on a
specified maturity date. A bond's price changes prior to maturity and is
inversely related to current interest rates. When interest rates rise, bond
prices fall, and when interest rates fall, bond prices rise.
Bond ratings
Independent evaluations of creditworthiness, ranging from Aaa/AAA (highest
quality) to D (lowest quality). Bonds rated Baa/BBB or better are considered
investment grade. Bonds rated Ba/BB or lower are commonly known as junk bonds.
See also Nationally recognized statistical rating organization.
Capital
The amount of money you invest.
[glossary to be continued]
[glossary continued]
C-D
Capital appreciation
An increase in the value of an investment.
Capital gains distributions
Payments to mutual fund shareholders of profits (realized gains) from the sale
of a fund's portfolio securities. Usually paid once a year; may be either
short-term gains or long-term gains.
Compounding
Earnings on an investment's previous earnings.
Consumer Price Index (CPI)
Measurement of U.S. inflation; represents the price of a basket of commonly
purchased goods.
[glossary to be continued]
25
<PAGE>
[glossary continued]
Corporate bond
A debt security issued by a corporation. See bond.
Cost basis
The original purchase price of an investment, used in determining capital gains
and losses.
Currency exchange rates
The price at which one country's currency can be converted into another's. This
exchange rate varies almost daily according to a wide range of political,
economic and other factors.
Depreciation
A decline in an investment's value.
Diversification
The process of spreading investments among a number of different securities,
asset classes or investment styles to reduce the risks of investing.
[glossary to be continued]
[glossary continued]
D-I
Dividend distribution
Payments to mutual fund shareholders of dividends passed along from the fund's
portfolio of securities.
Duration
A measurement of a fixed-income investment's price volatility. The larger the
number, the greater the likely price change for a given change in interest
rates.
Expense ratio
A mutual fund's total operating expenses, expressed as a percentage of its total
net assets. Operating expenses are the costs of running a mutual fund, including
management fees, offices, staff, equipment and expenses related to maintaining
the fund's portfolio of securities and distributing its shares. They are paid
from the fund's assets before any earnings are distributed to shareholders.
[glossary to be continued]
[glossary continued]
Financial adviser
Financial professional (e.g., broker, banker, accountant, planner or insurance
agent) who analyzes clients' finances and prepares personalized programs to meet
objectives.
Fixed-income securities
With fixed-income securities, the money you originally invested is paid back at
a pre-specified maturity date. These securities, which include government,
corporate or municipal bonds, as well as money market securities, typically pay
a fixed rate of return (often referred to as interest). See Bonds.
Inflation
The increase in the cost of goods and services over time. U.S. inflation is
frequently measured by changes in the Consumer Price Index (CPI).
26
<PAGE>
[glossary to be continued]
[glossary continued]
I-N
Investment goal
The objective, such as long-term capital growth or high current income, that a
mutual fund pursues.
Management fee
The amount paid by a mutual fund to the investment adviser for management
services, expressed as an annual percentage of the fund's average daily net
assets.
[glossary to be continued]
[glossary continued]
Market capitalization
The value of a corporation determined by multiplying the current market price of
a share of common stock by the number of shares held by shareholders. A
corporation with one million shares outstanding and the market price per share
of $10 has a market capitalization of $10 million.
Maturity
The length of time until a bond issuer must repay the underlying loan principal
to bondholders.
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.
National Association of Securities Dealers (NASD)
A self-regulating organization, consisting of brokerage firms (including
distributors of mutual funds), that is responsible for overseeing the actions of
its members.
Nationally recognized statistical rating organization (NRSRO)
A company that assesses the credit quality of bonds, commercial paper, preferred
and common stocks and municipal short-term issues, rating the probability that
the issuer of the debt will meet the scheduled interest payments and repay the
principal. Ratings are published by such companies as Moody's Investors Service
(Moody's), Standard & Poor's Corporation (S&P), Duff & Phelps, Inc. (Duff), and
Fitch Investor Services, Inc. (Fitch).
[glossary to be continued]
[glossary continued]
N-S
Net asset value (NAV)
The daily dollar value of one mutual fund share. Equal to a fund's net assets
divided by the number of shares outstanding.
Preferred stock
Preferred stock has preference over common stock in the payment of dividends and
liquidation of assets. Preferred stocks also often pays dividends at a fixed
rate and is sometimes convertible into common stock.
[glossary to be continued]
27
<PAGE>
[glossary continued]
Price-to-earnings ratio
A measure of a stock's value calculated by dividing the current market price of
a share of stock by its annual earnings per share. A stock selling for $100 per
share with annual earnings per share of $5 has a P/E of 20.
Principal
Amount of money you invest (also called capital). Also refers to a bond's
original face value, due to be repaid at maturity.
Prospectus
The official offering document that describes a mutual fund, containing
information required by the SEC, such as investment objectives, policies,
services and fees.
Real estate investment trusts (REITs)
A real estate investment trust is a company that is usually traded publicly,
that manages a portfolio of real estate to make profits for shareholders.
[glossary continued]
Redeem
To cash in your shares by selling them back to the mutual fund.
Risk
Generally defined as variability of value; also credit risk, inflation risk,
currency and interest rate risk. Different investments involve different types
and degrees of risk.
S-T
Sales charge
Charge on the purchase or redemption of fund shares sold through financial
advisers. May vary with the amount invested. Typically used to compensate
advisers for advice and service provided.
SEC (Securities and Exchange Commission)
Federal agency established by Congress to administer the laws governing the
securities industry, including mutual fund companies.
Share classes
Different classifications of shares; mutual fund share classes offer a variety
of sales charge choices.
[glossary to be continued]
[glossary continued]
Signature guarantee
Certification by a bank, brokerage firm or other financial institution that a
customer's signature is valid; signature guarantees can be provided by members
of the STAMP program.
Standard deviation
A measure of an investment's volatility; for mutual funds, measures how much a
fund's total return has typically varied from its historical average.
Statement of Additional Information (SAI)
The document serving as "Part B" of a fund's prospectus that provides more
detailed information about the fund's organization, investments, policies and
risks.
28
<PAGE>
Stock
An investment that represents a share of ownership (equity) in a corporation.
Stocks are often referred to as "equities."
Total return
An investment performance measurement, expressed as a percentage, based on the
combined earnings from dividends, capital gains and change in price over a given
period.
[glossary continued]
[glossary continued]
V
Volatility
The tendency of an investment to go up or down in value by different magnitudes.
Investments that generally go up or down in value in relatively small amounts
are considered "low volatility" investments, whereas those investments that
generally go up or down in value in relatively large amounts are considered
"high volatility" investments.
[end glossary]
29
<PAGE>
[back cover]
Delaware REIT Fund
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 the report
period. You can find more detailed information about the Fund in the current
Statement of Additional Information, which we have filed electronically with the
Securities and Exchange Commission (SEC) and which is legally a part of this
prospectus. If you want a free copy of the Statement of Additional Information,
the annual or semi-annual report, or if you have any questions about investing
in this Fund, you can write to us at 1818 Market Street, Philadelphia, PA
19103-3682, or call toll-free 800-523-1918. You may also obtain additional
information about the Fund from your financial adviser.
You can find reports and other information about the Fund 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 Fund, including its Statement
of Additional Information, can be reviewed and copied at the Securities and
Exchange Commission's Public Reference Room in Washington, D.C. You can get
information on the public reference room by calling the SEC at 1-800-SEC-0330.
Web site
www.delawareinvestments.com
E-mail
[email protected]
Client Services Representative
800-510-4015
Delaphone Service
800-362-FUND (800-362-3863)
o For convenient access to account information or current performance
information on all Delaware Investments Funds seven days a week, 24 hours a day,
use this Touch-Tone service.
Registrant's Investment Company Act file number: 811-6322
Delaware REIT Fund Symbols
CUSIP NASDAQ
Institutional Class 246248777 DPRSX
DELAWARE
INVESTMENTS
Philadelphia * London
P-___ [--] PP 2/99
30
<PAGE>
DELAWARE POOLED TRUST
Prospectus
March 1, 2000
This Prospectus offers 25 Portfolios. Each Portfolio provides a no-load
investment alternative for institutional clients and high net-worth individuals.
Delaware Pooled Trust (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>
EQUITY ORIENTED FIXED-INCOME ORIENTED
<S> <C>
The Large-Cap Value Equity Portfolio The Intermediate Fixed Income Portfolio
The Core Equity Portfolio The Aggregate Fixed Income Portfolio
The Balanced Portfolio The High-Yield Bond Portfolio
The Equity Income Portfolio The Diversified Core Fixed Income Portfolio
The Select Equity Portfolio The Global Fixed Income Portfolio
The Mid-Cap Growth Equity Portfolio The International Fixed Income Portfolio
The Mid-Cap Value Equity Portfolio
The Small-Cap Value Equity Portfolio
The Small-Cap Growth Equity Portfolio
The Real Estate Investment Trust Portfolio +
The Real Estate Investment Trust Portfolio II ++
The Global Equity Portfolio ASSET ALLOCATION
The International Equity Portfolio The Asset Allocation Portfolio
The Labor Select International Equity Portfolio
The Emerging Markets Portfolio
The International Small-Cap Portfolio
The International Large-Cap Equity Portfolio
The All-Cap Growth Equity 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 invests primarily 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. Although The
Asset Allocation Portfolio is technically not a Portfolio of the Fund, all
references in this Prospectus to "Portfolio" or "the Fund" shall include The
Asset Allocation Portfolio, unless otherwise noted.
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 International Large-Cap Equity Portfolio
The All-Cap Growth Equity 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
Management of the Fund
Shareholder Services
How to Purchase Shares
Redemption of Shares
Valuation of Shares
Dividends and Capital Gains Distributions
Taxes
Financial Highlights
Appendix A
Appendix B
Appendix C
-2-
<PAGE>
Profile: The Large-Cap Value Equity Portfolio
What is the Portfolio's Goal?
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 large-cap 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. For purposes of this Portfolio, large
capitalization stocks will be defined to mean those whose issuers have a market
capitalization of $5 billion or more (at the time of purchase).
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 seven 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 does not 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.
[GRAPHIC OMITTED: BAR CHART SHOWING YEAR BY YEAR TOTAL RETURN (The Large-Cap
Value Equity Portfolio)]
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%
1999 [_______%]
During the periods illustrated in this bar chart, The Large-Cap Value Equity
Portfolio's highest quarterly return was [14.92%] for the quarter ended [June
30, 1997] and its lowest quarterly return was [-10.87%] for the quarter ended
[September 30, 1998].
Average annual returns for periods ending 12/31/99
The Large-Cap Value Equity S&P 500
Portfolio Stock Index
1 year [_______%] [_______%]
5 years [_______%] [_______%]
Since inception (2/3/92) [_______%] [_______%]
-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 assets.
- --------------------------------------------------------------------
Investment advisory fees(1) 0.55%
- --------------------------------------------------------------------
Distribution and service (12b-1) fees None
- --------------------------------------------------------------------
Other expenses(1) [_____%]
- --------------------------------------------------------------------
Total operating expenses(1) [_____%]
- --------------------------------------------------------------------
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 $10,000 with an annual 5% return over the time
shown.(2) This is an example only, and does not represent future expenses, which
may be greater or less than those shown here.
- ---------------------------
1 year [$_____]
- ---------------------------
3 years [$_____]
- ---------------------------
5 years [$_____]
- ---------------------------
10 years [$_____]
- ---------------------------
(1) Delaware Management Company has agreed to waive fees and pay expenses
through April 30, 2000 in order to prevent total operating expenses
(excluding any taxes, interest, brokerage fees and extraordinary expenses)
from exceeding 0.68% of average daily net assets. The fees and expenses
shown in the table do not reflect this voluntary expense cap and would have
been lower had the amount waived been deducted.
(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 goals, 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 we believe 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 capitalizations 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 dividends, 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
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 trusts (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. During such temporary periods, 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>
How has The Core Equity Portfolio performed?
This bar chart and table can help you evaluate the potential risks of investing
in The Core Equity Portfolio. We show returns for The Core Equity 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
Lipper Growth & Income Fund Average. [INSERT DESCRIPTION OF LIPPER GROWTH &
INCOME FUND AVERAGE]. The index is unmanaged and does not 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 Core Equity Portfolio. Returns would be lower without the
voluntary waiver and payment.
[GRAPHIC OMITTED: BAR CHART SHOWING TOTAL RETURN (The Core Equity Portfolio)]
Total return (The Core Equity Portfolio)
The Core Equity Portfolio
1999 [_______%]
During the periods illustrated in this bar chart, The Core Equity Portfolio's
highest quarterly return was [_______%] for the quarter ended
[_________________] and its lowest quarterly return was [_______%] for the
quarter ended [___________________].
Average annual returns for periods ending 12/31/99
The Core Equity Lipper Growth
Portfolio & Income
Fund Average
1 year [_______%] [_______%]
Since inception (9/15/98) [_______%] [_______%]
-7-
<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 Core Equity
Portfolio's assets.
- ------------------------------------------------------------------
Investment advisory fees(1) 0.55%
- ------------------------------------------------------------------
Distribution and service (12b-1) fees None
- ------------------------------------------------------------------
Other expenses(1) [_____%]
- ------------------------------------------------------------------
Total operating expenses(1) [_____%]
- ------------------------------------------------------------------
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 $10,000 with an annual 5% return over the time
shown.(2) This is an example only, and does not represent future expenses, which
may be greater or less than those shown here.
- ---------------------------
1 year [$_____]
- ---------------------------
3 years [$_____]
- ---------------------------
5 years [$_____]
- ---------------------------
10 years [$_____]
- ---------------------------
(1) Delaware Management Company has agreed to waive fees and pay expenses
through April 30, 2000 in order to prevent total operating expenses
(excluding any taxes, interest, brokerage fees and extraordinary expenses)
from exceeding 0.68% of average daily net assets. The fees and expenses
shown in the table do not reflect this voluntary expense cap and would have
been lower had the amount waived been deducted.
(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.
-8-
<PAGE>
Profile: The Balanced Portfolio
What is the Portfolio's goal?
The Balanced 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 that we believe have the
potential for long-term capital appreciation. We focus on dividend-paying,
undervalued stocks. In addition, the Portfolio invests 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.
To seek current income and help preserve capital, we generally invest in bonds
that have bond ratings in the top four grades according to a nationally
recognized statistical rating organization at the time we buy them. We buy
unrated bonds only if we determine them to be equivalent to one of the top four
grades. Each bond in the portfolio will have a maturity between five and 30
years, and the average maturity of the portfolio will typically be between five
and ten years.
We conduct ongoing analysis of the different markets to select an appropriate
mix of stocks and bonds for the current economic and investment environment.
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 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 investment
consultant to determine whether it is an appropriate investment for you.
-9-
<PAGE>
What are The Balanced 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 None
- --------------------------------------------------------------------
Redemption reimbursement fees None
- --------------------------------------------------------------------
Exchange fees None
- --------------------------------------------------------------------
Annual Portfolio operating expenses are deducted from The Balanced Portfolio's
assets.
- --------------------------------------------------------------------
Investment advisory fees(1) 0.55%
- --------------------------------------------------------------------
Distribution and service (12b-1) fees None
- --------------------------------------------------------------------
Other expenses(1/2) 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.(3) 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
- ---------------------------------
(1) Delaware Management Company has agreed to waive fees and pay expenses
through April 30, 2000 in order to prevent total operating expenses
(excluding any taxes, interest, brokerage fees and extraordinary expenses)
from exceeding 0.68% of average daily net assets. The fees and expenses
shown in the table do not reflect this voluntary expense cap and would have
been lower had the amount waived been deducted.
(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.
-10-
<PAGE>
Profile: The Equity Income Portfolio
What is the Portfolio's goal?
The Equity Income Portfolio seeks to provide the highest possible current
income by investing primarily in common stocks that provide the potential
for income and capital appreciation without undue risk to principal.
Although the Portfolio will strive to achieve its goal, there is no
assurance that it will.
What are the Portfolio's main investment strategies? The Portfolio invests
primarily in dividend-paying stocks of large companies that we believe have
long-term total return potential. That is, they offer both current income
through dividends and capital growth potential through increases in stock
prices. Our focus on stocks with high dividend yields is generally considered to
be a value-oriented investment approach. Typically, we consider buying a stock
when its dividend yield is higher than the average of the unmanaged S&P 500
Composite Stock Price Index. We then consider the financial strength of the
company, its management and developments affecting the security, the company or
its industry. If the yield on a stock in the portfolio falls below the average
of the S&P 500, the Portfolio generally sells that stock.
The Equity Income Portfolio also may invest up to 15% of its net assets in
high-yield, higher risk corporate bonds, commonly known as "junk bonds." These
bonds involve the risk that the issuing company may be unable to pay interest or
repay principal. However, they can offer high income potential, which we believe
can make a positive contribution to the Portfolio's performance. We carefully
evaluate individual bonds before they are purchased and monitor them carefully
while in the Portfolio. We look closely at each company and the characteristics
of the bond to judge the ability of the company to pay interest and repay
principal.
We conduct ongoing analysis of both the stock and bond markets to determine how
much of the Portfolio should be allocated to stocks and how much to high-yield
bonds.
What are the main risks of investing in the Portfolio? Investing in any mutual
fund involves risk, including the risk that you may lose part or all of the
money you invest. The price of Portfolio shares will increase and decrease
according to changes in the value of the Portfolio's investments. This Portfolio
will be affected by declines in stock and high-yield bond prices, which could be
caused by a drop in the stock market, interest rate changes, problems in the
economy or poor performance of particular companies or sectors.
An investment in the Portfolio is not a deposit of any bank and is not insured
or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other
government agency.
See "Additional Investment Information" and "Risk Factors" for further details
concerning these and other investment policies and risks.
You should keep in mind that an investment in the Portfolio is not a complete
investment program; it should be considered just one part of your total
financial plan. Be sure to discuss this Portfolio with your investment
consultant to determine whether it is an appropriate investment for you.
-11-
<PAGE>
What are The Equity Income 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 None
- -------------------------------------------------------------------
Redemption reimbursement fees None
- -------------------------------------------------------------------
Exchange fees None
- -------------------------------------------------------------------
Annual Portfolio operating expenses are deducted from The Equity Income
Portfolio's assets.
- -------------------------------------------------------------------
Investment advisory fees(1) 0.55%
- -------------------------------------------------------------------
Distribution and service (12b-1) fees None
- -------------------------------------------------------------------
Other expenses(1/2) 0.17%
- -------------------------------------------------------------------
Total operating expenses(1) 0.72%
- -------------------------------------------------------------------
This example is intended to help you compare the cost of investing in the
Portfolio to the cost of investing in other mutual funds with similar investment
objectives. We show the cumulative amount of Portfolio expenses on a
hypothetical investment of $10,000 with an annual 5% return over the time
shown.(3) This is an example only, and does not represent future expenses, which
may be greater or less than those shown here.
- ---------------------------------
1 year $ 74
- ---------------------------------
3 years $ 230
- ---------------------------------
(1) Delaware Management Company has agreed to waive fees and pay expenses
through April 30, 2000 in order to prevent total operating expenses
(excluding any taxes, interest, brokerage fees and extraordinary expenses)
from exceeding 0.68% of average daily net assets. The fees and expenses
shown in the table do not reflect this voluntary expense cap and would have
been lower had the amount waived been deducted.
(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).
-12-
<PAGE>
Profile: The Select Equity Portfolio
What is the Portfolio's goal?
The Select Equity Portfolio seeks to provide maximum 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 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 generally 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 of 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 investment
consultant to determine whether it is an appropriate investment for you.
-13-
<PAGE>
What are The Select Equity 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 None
- --------------------------------------------------------------------
Redemption reimbursement fees None
- --------------------------------------------------------------------
Exchange fees None
- --------------------------------------------------------------------
Annual Portfolio operating expenses are deducted from The Select Equity
Portfolio's assets.
- --------------------------------------------------------------------
Investment advisory fees(1) 1.00%
- --------------------------------------------------------------------
Distribution and service (12b-1) fees None
- --------------------------------------------------------------------
Other expenses(1/2) 0.26%
- --------------------------------------------------------------------
Total operating expenses(1) 1.26%
- --------------------------------------------------------------------
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 $ 128
- ---------------------------------
3 years $ 400
- ---------------------------------
(1) Delaware Management Company has agreed to waive fees and pay expenses
through April 30, 2000 in order to prevent total operating expenses
(excluding any taxes, interest, brokerage fees and extraordinary expenses)
from exceeding 1.20% of average daily net assets. The fees and expenses
shown in the table do not reflect this voluntary expense cap and would have
been lower had the amount waived been deducted.
(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).
-14-
<PAGE>
Profile: The Mid-Cap Growth Equity Portfolio
What is the Portfolio's Goal?
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 we believe 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 U.S. corporations. For
purposes of the Portfolio, we will generally consider medium-sized companies to
be those that 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 companies exhibit 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.
-15-
<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 seven 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 does not 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)]
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%
1999 [_______%]
During the periods illustrated in this bar chart, The Mid-Cap Growth Equity
Portfolio's highest quarterly return was [25.17%] for the quarter ended
[December 31, 1998] and its lowest quarterly return was [-15.15%] for the
quarter ended [September 30, 1998].
Average annual returns for periods ending 12/31/99
The Mid-Cap Growth Russell 2000
Equity Portfolio Stock Index
1 year [_______%] [_______%]
5 years [_______%] [_______%]
Since inception (2/27/92) [_______%] [_______%]
-16-
<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 assets. The following expense information has been restated to
reflect current fees.
- ------------------------------------------------------------------
Investment advisory fees(1) 0.75%
- ------------------------------------------------------------------
Distribution and service (12b-1) fees None
- ------------------------------------------------------------------
Other expenses(1) [_____%]
- ------------------------------------------------------------------
Total operating expenses(1) [_____%]
- ------------------------------------------------------------------
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 $10,000 with an annual 5% return over the time shown.
(2) This is an example only, and does not represent future expenses, which may
be greater or less than those shown here.
- ----------------------------
1 year [$______]
- ----------------------------
3 years [$______]
- ----------------------------
5 years [$______]
- ----------------------------
10 years [$______]
- ----------------------------
(1) Delaware Management Company has agreed to waive fees and pay expenses
through April 30, 2000 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. The fees and expenses
shown in the table do not reflect this voluntary expense cap and would have
been lower had the amount waived been deducted.
(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).
-17-
<PAGE>
Profile: The Mid-Cap Value Equity Portfolio
What is the Portfolio's Goal?
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 our 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 or entity) but which have
the potential, in our judgment, to provide 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.
-18-
<PAGE>
How has 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 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 Russell MidCap Value Index. The Russell MidCap Value
Index contains stocks from the Russell MidCap Index with a less-than-average
growth orientation. The index is unmanaged and does not 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 YEAR BY YEAR TOTAL RETURN (The Mid-Cap
Value Equity Portfolio)]
Year-by-year total return (The Mid-Cap Value Equity Portfolio)
The Mid-Cap Value Equity Portfolio
1998 -3.90%
1999 [_______%]
During the period illustrated in this bar chart, The Mid-Cap Value Equity
Portfolio's highest quarterly return was [10.06%] for the quarter ended [March
31, 1998] and its lowest quarterly return was [-15.25%] for the quarter ended
[September 30, 1998].
Average annual returns for periods ending 12/31/99
The Mid-Cap Value Equity Russell MidCap Value
Portfolio Index
1 year [_______%] [_______%]
Since inception (12/29/97) [_______%] [_______%]
-19-
<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 assets.
- --------------------------------------------------------------------
Investment advisory fees(1) 0.75%
- --------------------------------------------------------------------
Distribution and service (12b-1) fees None
- --------------------------------------------------------------------
Other expenses(1) [_____%]
- --------------------------------------------------------------------
Total operating expenses(1) [_____%]
- --------------------------------------------------------------------
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 $10,000 with an annual 5% return over the time shown.
(2) This is an example only, and does not represent future expenses, which may
be greater or less than those shown here.
- -----------------------------
1 year [$______]
- -----------------------------
3 years [$______]
- -----------------------------
5 years [$______]
- -----------------------------
10 years [$______]
- -----------------------------
(1) Delaware Management Company has agreed to waive fees and pay expenses
through April 30, 2000 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. The fees and expenses
shown in the table do not reflect this voluntary expense cap and would have
been lower had the amount waived been deducted.
(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.
-20-
<PAGE>
Profile: The Small-Cap Value Equity Portfolio
What is the Portfolio's Goal?
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 we believe are undervalued relative
to the asset value of long-term earnings 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 that are 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 companies. The Portfolio also may invest up to 25% of its net assets in
fixed-income securities and convertible securities rated below Baa by Moody's or
BBB by 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 foreign
securities, 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.
-21-
<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 assets.
- ----------------------------------------------------------------
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 April 30, 2000 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. The fees and expenses
shown in the table do not reflect this voluntary expense cap and would have
been lower had the amount waived been deducted.
(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.
-22-
<PAGE>
Profile: The Small-Cap Growth Equity Portfolio
What is the Portfolio's Goal?
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 that we believe 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 the 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 that we believe are
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.
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.
-23-
<PAGE>
How has The Small-Cap Growth Equity Portfolio performed?
This bar chart and table can help you evaluate the potential risks of investing
in The Small-Cap Growth Equity Portfolio. We show returns for The Small-Cap
Growth Equity 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 Russell 2000 Growth Index. [INSERT
DESCRIPTION OF RUSSELL 2000 GROWTH INDEX]. The index is unmanaged and does not
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 Small-Cap Growth Equity Portfolio.
Returns would be lower without the voluntary waiver and payment.
[GRAPHIC OMITTED: BAR CHART SHOWING TOTAL RETURN (The Small-Cap Growth Equity
Portfolio)]
Total return (The Small-Cap Growth Equity Portfolio)
The Small-Cap Growth Equity Portfolio
1999 [_______%]
During the periods illustrated in this bar chart, The Small-Cap Growth Equity
Portfolio `s highest quarterly return was [_______%] for the quarter ended
[_________________] and its lowest quarterly return was [_______%] for the
quarter ended [___________________].
Average annual returns for periods ending 12/31/99
The Small-Cap Russell 2000
Growth Equity Growth Index
Portfolio
1 year [_______%] [_______%]
Since inception (9/15/98) [_______%] [_______%]
-24-
<PAGE>
What are The Small-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 Small-Cap Growth
Equity Portfolio's assets.
- ------------------------------------------------------------------
Investment advisory fees(1) 0.75%
- ------------------------------------------------------------------
Distribution and service (12b-1) fees None
- ------------------------------------------------------------------
Other expenses(1) [_____%]
- ------------------------------------------------------------------
Total operating expenses(1) [_____%]
- ------------------------------------------------------------------
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 $10,000 with an annual 5% return over the time
shown.(2) This is an example only, and does not represent future expenses, which
may be greater or less than those shown here.
- -----------------------------
1 year [$______]
- -----------------------------
3 years [$______]
- -----------------------------
5 years [$______]
- -----------------------------
10 years [$______]
- -----------------------------
(1) Delaware Management Company has agreed to waive fees and pay expenses
through April 30, 2000 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. The fees and expenses
shown in the table do not reflect this voluntary expense cap and would have
been lower had the amount waived been deducted.
(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).
-25-
<PAGE>
Profile: The Real Estate Investment Trust Portfolio and The Real Estate
Investment Trust Portfolio II
What are each Portfolio's Goals?
Each Portfolio seeks maximum long-term total return, with capital
appreciation as a secondary objective. Although each Portfolio will strive
to achieve its goals, there is no assurance that it 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 to quickly 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.
-26-
<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 we believe such holdings are prudent given current
market conditions. Except when we believe a temporary defensive approach is
appropriate, a Portfolio generally will not hold more than 5% of its total
assets in cash or such short-term investments. All these short-term investments
will be of the highest quality as determined by a nationally-recognized
statistical rating organization (e.g. AAA by S&P or Aaa by Moody's) or be of
comparable quality as we determine.
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 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 they are an appropriate investment for you.
-27-
<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 four 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%
1999 [_______%]
During the periods illustrated in this bar chart, The Real Estate Investment
Trust Portfolio's highest quarterly return was [21.32%] for the quarter ended
[December 31, 1996] and its lowest quarterly return was [-8.93%] for the quarter
ended [September 30, 1998].
Average annual returns for periods ending 12/31/99
The Real Estate
Investment Trust NAREIT Equity REIT
Portfolio Index
1 year [_______%] [_______%]
Since 12/6/95 [_______%] [_______%]
-28-
<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 assets.
------------------------------------------------------ --------------
Investment advisory fees(1) 0.75%
------------------------------------------------------ --------------
Distribution and service (12b-1) fees None
------------------------------------------------------ --------------
Other expenses(1) [_____%]
------------------------------------------------------ --------------
Total operating expenses(1) [_____%]
------------------------------------------------------ --------------
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 $10,000 with an annual 5% return over the time
shown.(2) This is an example only, and does not represent future expenses, which
may be greater or less than those shown here.
--------------- ---------------
1 year [$______]
--------------- ---------------
3 years [$______]
--------------- ---------------
5 years [$______]
--------------- ---------------
10 years [$______]
--------------- ---------------
(1) Delaware Management Company has agreed to waive fees and pay expenses from
November 11, 1998 through April 30, 2000 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.
The fees and expenses shown in the table do not reflect this voluntary
expense cap and would have been lower had the amount waived been deducted.
(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>
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 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 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
does not 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 YEAR BY YEAR TOTAL RETURN
(The Real Estate Investment Trust Portfolio II)]
Year-by-year total return (The Real Estate Investment Trust Portfolio II)
The Real Estate Investment Trust Portfolio II
1998 -12.97%
1999 [_______%]
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 quarterly return was [-9.37%] for the quarter ended
[September 30, 1998].
Average annual returns for periods ending 12/31/99
The Real Estate NAREIT Equity
Investment Trust REIT Index
Portfolio II
1 year [_______%] [_______%]
Since inception (11/4/97) [_______%] [_______%]
-30-
<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 assets.
------------------------------------------------------ --------------
Investment advisory fees(1) 0.75%
------------------------------------------------------ --------------
Distribution and service (12b-1) fees None
------------------------------------------------------ --------------
Other expenses(1) [_____%]
------------------------------------------------------ --------------
Total operating expenses(1) [_____%]
------------------------------------------------------ --------------
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 $10,000 with an annual 5% return over the time shown.
(2) This is an example only, and does not represent future expenses, which may
be greater or less than those shown here.
--------------- -------------
1 year [$______]
--------------- -------------
3 years [$______]
--------------- -------------
5 years [$______]
--------------- -------------
10 years [$______]
--------------- -------------
(1) Delaware Management Company has agreed to waive fees and pay expenses
through April 30, 2000 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. The fees and expenses
shown in the table do not reflect this voluntary expense cap and would have
been lower had the amount waived been deducted.
(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).
-31-
<PAGE>
Profile: The Global Equity Portfolio
What is the Portfolio's Goal?
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 companies 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 our opinion, be undervalued at the time of purchase
based on our fundamental analysis. Investments will be mainly in marketable
securities of companies located in developed markets.
The Portfolio will invest in securities traded in equity markets and currencies
that we believe offer the best relative values within the global investment
universe. Equity securities in which the Portfolio may invest include, among
others, common stocks, 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 currencies, including the
Euro) 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 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 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. 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 overvalued. When the dollar buys
more, the foreign currency may be undervalued. Securities available in an
undervalued currency may offer greater return potential and may be an attractive
investment.
Currency considerations carry a special risk for a portfolio that allocates a
significant proportion of its assets to foreign securities. Because of these
special risks, 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 securities denominated in a particular currency.
-32-
<PAGE>
What are the Portfolio's main investment strategies? (continued)
The Portfolio may invest of up to 35% of its assets in fixed-income securities
when, in our opinion, attractive opportunities exist relative to those available
through 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 organization 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, among others. 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. companies are generally
denominated in foreign currencies and 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 may
be affected by changes in currency rates and exchange control regulations and
may incur costs in connection with conversions between currencies. If, and to
the extent that, we invest in forward foreign currency contracts or use other
instruments to hedge against currency risks, the Portfolio will be subject to
the special risks associated with those activities. 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.
-33-
<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
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 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
does not 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. Additionally,
reimbursement fees applicable to purchases of shares of the Portfolio are not
reflected in the bar chart and table. If these fees were reflected, your return
would be less than that shown.
[GRAPHIC OMITTED: BAR CHART SHOWING YEAR BY YEAR TOTAL RETURN
(The Global Equity Portfolio)]
Year-by-year total return (The Global Equity Portfolio)
The Global Equity Portfolio
1998 11.15%
1999 [_______%]
During the period illustrated in this bar chart, The Global Equity Portfolio's
highest quarterly return was [12.51%] for the quarter ended [December 31, 1998]
and its lowest quarterly return was [-10.57%] for the quarter ended [September
30, 1998].
Average annual returns for periods ending 12/31/99
The Global Equity Morgan Stanley Capital
Portfolio International World Stock
Index
1 year [_______%] [_______%]
Since inception (10/15/97) [_______%] [_______%]
-34-
<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 assets.
------------------------------------------------------ --------------
Investment advisory fees(2) 0.75%
------------------------------------------------------ --------------
Distribution and service (12b-1) fees None
------------------------------------------------------ --------------
Other expenses(2) [_____%]
------------------------------------------------------ --------------
Total operating expenses(2) [_____%]
------------------------------------------------------ --------------
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 $10,000 with an annual 5% return over the time
shown.(3) This is an example only, and does not represent future expenses, which
may be greater or less than those shown here.
--------------- -------------------- ---------------------
Assumes redemption4 Assumes no
redemption
--------------- -------------------- ---------------------
1 year [$_______] [$_______]
--------------- -------------------- ---------------------
3 years [$_______] [$_______]
--------------- -------------------- ---------------------
5 years [$_______] [$_______]
--------------- -------------------- ---------------------
10 years [$_______] [$_______]
--------------- -------------------- ---------------------
(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 investment adviser, may elect
to invest by a contribution of securities or follow procedures that would
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, 2000 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. The fees and
expenses shown in the table do not reflect this voluntary expense cap and
would have been lower had the amount waived been deducted.
(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 (2).
(4) Current reimbursement fees described in footnote (1) apply.
-35-
<PAGE>
Profile: The International Equity Portfolio
What is the Portfolio's Goal?
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 companies 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 our
opinion, are undervalued at the time of purchase based on our fundamental
analysis. Investments will be made mainly in marketable securities of companies
located in developed countries.
Equity securities in which the Portfolio may invest include, among others,
common stocks, 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 currencies, including the Euro), 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 an international portfolio, currency returns can 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 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. 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 overvalued. When the dollar buys
more, the foreign currency may be undervalued. Securities available in an
undervalued currency may offer greater return potential and may be an attractive
investment.
Currency considerations carry a special risk for a portfolio of international
securities, and we use 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.
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 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 may include obligations of foreign governments, foreign
government agencies, supranational organizations or corporations and other
private entities. Such governmental 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. Corporate fixed-income securities will be, at the time of
purchase, rated in one of the top two rating categories (e.g., AAA and AA by S&P
or Aaa and Aa by Moody's) or of comparable quality.
-36-
<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 are generally
denominated in foreign currencies and 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 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. If, and to the extent that, we
invest in forward foreign currency contracts or use other instruments to hedge
against currency risks, the Portfolio will be subject to the special risks
associated with those activities. 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.
-37-
<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 seven 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 Morgan Stanley Capital
International EAFE Stock Index. The Morgan Stanley Capital International EAFE
Stock Index is an international index including stocks traded on 20 exchanges in
Europe, Australia and the Far East, weighted by capitalization. The index is
unmanaged and does not 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%
1999 [______%]
During the periods illustrated in this bar chart, The International Equity
Portfolio's highest quarterly return was [13.70%] for the quarter ended
[December 31, 1998] and its lowest quarterly return was [-12.33%] for the
quarter ended [September 30, 1998].
Average annual returns for periods ending 12/31/99
Morgan Stanley Capital
The International Equity International EAFE
Portfolio Stock Index
1 year [_______%] [_______%]
5 years [_______%] [_______%]
Since inception (2/4/92) [_______%] [_______%]
-38-
<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 None
------------------------------------------------------ ----------
Redemption reimbursement fees None
------------------------------------------------------ ----------
Exchange fees None
------------------------------------------------------ ----------
Annual Portfolio operating expenses are deducted from The International Equity
Portfolio's assets.
------------------------------------------------------ ------------
Investment advisory fees(1) 0.75%
------------------------------------------------------ ------------
Distribution and service (12b-1) fees None
------------------------------------------------------ ------------
Other expenses(1) [_____%]
------------------------------------------------------ ------------
Total operating expenses(1) [_____%]
------------------------------------------------------ ------------
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 $10,000 with an annual 5% return over the time
shown.(2) This is an example only, and does not represent future expenses, which
may be greater or less than those shown here.
--------------- --------------
1 year [$______]
--------------- --------------
3 years [$______]
--------------- --------------
5 years [$______]
--------------- --------------
10 years [$______]
--------------- --------------
(1) Delaware International Advisers Ltd. has agreed to waive fees and pay
expenses through April 30, 2000 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.
-39-
<PAGE>
Profile: The Labor Select International Equity Portfolio
What is the Portfolio's Goal?
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 companies 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 our opinion, 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, securities convertible into common stocks 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) 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 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 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 may include obligations of foreign governments, foreign
government agencies, supranational organizations or corporations and other
private entities. Such governmental 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. Corporate fixed-income securities will be, at the time of
purchase, rated in one of the top two rating categories (e.g., AAA and AA by S&P
or Aaa and Aa by Moody's) or of comparable quality.
-40-
<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 with
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 companies 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 we use 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.
-41-
<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 are generally denominated in foreign currencies and 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 investment and exchange control regulations
and may incur costs in connection with conversions between currencies. If, and
to the extent that, we invest in forward foreign currency contracts or use other
investments to hedge against currency risks, the Portfolio will be subject to
the special risks associated with those activities. 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.
-42-
<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 four
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 does not 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%
1999 [_______%]
During the periods illustrated in this bar chart, The Labor Select International
Equity Portfolio's highest quarterly return was [13.01%] for the quarter ended
[December 31, 1998] and its lowest quarterly return was [-12.04%] for the
quarter ended [September 30, 1998].
Average annual returns for periods ending 12/31/99
The Labor Select Morgan Stanley Capital
International Equity International EAFE
Portfolio Stock Index
1 year [_______%] [_______%]
Since inception (12/19/95) [_______%] [_______%]
-43-
<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 assets.
------------------------------------------------------ ------------
Investment advisory fees(1) 0.75%
------------------------------------------------------ ------------
Distribution and service (12b-1) fees None
------------------------------------------------------ ------------
Other expenses(1) [_____%]
------------------------------------------------------ ------------
Total operating expenses1 [_____%]
------------------------------------------------------ ------------
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 $10,000 with an annual 5% return over the time
shown.(2) This is an example only, and does not represent future expenses, which
may be greater or less than those shown here.
--------------- --------------
1 year [$______]
--------------- --------------
3 years [$______]
--------------- --------------
5 years [$______]
--------------- --------------
10 years [$______]
--------------- --------------
(1) Delaware International Advisers Ltd. has agreed to waive fees and pay
expenses through April 30, 2000 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.
-44-
<PAGE>
Profile: The Emerging Markets Portfolio
What is the Portfolio's Goal?
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
companies 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 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.
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 International Finance Corporation
Free Index or Morgan Stanley Capital International Emerging Markets Free Index
will be considered to be an "emerging country." There are more than 130
countries that are generally considered 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, among others, Argentina, Brazil, Chile, China, Columbia, Croatia, The
Czech Republic, Egypt, Estonia, Ghana, Greece, Hong Kong, Hungary, India,
Indonesia, Israel, Jordan, Kazakhstan, Kenya, Korea, Malaysia, Mexico, Pakistan,
Peru, the Philippines, Poland, Romania, Russia, Slovenia, 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.
-45-
<PAGE>
What are the Portfolio's main investment strategies? (continued)
Up to 35% of the Portfolio's net assets may be invested in debt 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, 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 denominated in the currency of another
country or in multinational currency units, including the Euro. For temporary
defensive purposes, the Portfolio may invest all or a substantial portion of its
assets in 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. We use 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. companies are generally
denominated in foreign currencies and 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 may
be affected by changes in currency rates and exchange control regulations and
may incur costs in connection with conversions between currencies. If, and to
the extent that, we invest in forward foreign currency contracts or use other
investments to hedge against currency risks, the Portfolio will be subject to
the special risks associated with those activities. 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.
-46-
<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 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 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 does not 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.
Additionally, reimbursement fees applicable to purchases of shares of the
Portfolio are not reflected in the bar chart and table. If these fees were
reflected, your return would be less than that shown.
[GRAPHIC OMITTED: BAR CHART SHOWING YEAR BY YEAR TOTAL RETURN
(The Emerging Markets Portfolio)]
Year-by-year total return (The Emerging Markets Portfolio)
The Emerging Markets Portfolio
1998 -34.88%
1999 [_______%]
During the periods illustrated in this bar chart, The Emerging Markets
Portfolio's highest quarterly return was [7.03%] for the quarter ended [March
31, 1998] and its lowest quarterly return was [-24.26%] for the quarter ended
[June 30, 1998].
Average annual returns for periods ending 12/31/99
Morgan Stanley
Capital International
The Emerging Markets Emerging Markets
Portfolio Free Equity Index
1 year [_______%] [_______%]
Since inception (4/14/97) [_______%] [_______%]
-47-
<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 assets. The following expense information has been restated to
reflect current fees.
------------------------------------------------------ ------------
Investment advisory fees(2) 1.00%
------------------------------------------------------ ------------
Distribution and service (12b-1) fees None
------------------------------------------------------ ------------
Other expenses(2) [_____%]
------------------------------------------------------ ------------
Total operating expenses(2) [_____%]
------------------------------------------------------ ------------
-48-
<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 $10,000 with an annual 5% return over the time
shown.(3) This is an example only, and does not represent future expenses, which
may be greater or less than those shown here.
--------------- -------------------- ---------------------
Assumes Assumes no
redemption(4) redemption
--------------- -------------------- ---------------------
1 year [$_______] [$_______]
--------------- -------------------- ---------------------
3 years [$_______] [$_______]
--------------- -------------------- ---------------------
5 years [$_______] [$_______]
--------------- -------------------- ---------------------
10 years [$_______] [$_______]
--------------- -------------------- ---------------------
(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, 2000 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) 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.
(4) Current reimbursement fees described in footnote (1) apply.
-49-
<PAGE>
Profile: The International Small-Cap Portfolio
What is the Portfolio's goal?
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, we try to identify equity securities
of companies that we believe are responsive to changes within their markets and
have the potential for strong real earnings and dividend 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 a 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. Depositary Receipts are receipts typically issued by a bank
or trust company evidencing ownership of underlying securities issued by a
foreign company. The Portfolio will invest primarily in the securities of
foreign companies.
In selecting investments for the Portfolio, we use 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. We use 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 power parity approach, we determine the amount 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. When the dollar buys less, the foreign currency may
be overvalued. Conversely, when the dollar buys more, the foreign currency may
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, Malaysia, the
Netherlands, New Zealand, Singapore, Spain, Switzerland, and the United Kingdom.
Emerging market 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.
Currency considerations carry a special risk for a portfolio of international
securities, and we use 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.
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.
-50-
<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
investment adviser 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. Because the Portfolio seeks long-term capital appreciation by
investing primarily in international small-capitalization companies, its
investments are likely to involve a higher degree of liquidity and price
volatility than larger capitalization securities. 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. If, and to the extent that, we invest in
forward foreign currency contracts or use other investments to hedge against
currency risks, the Portfolio will be subject to the special risks associated
with those activities. 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 developed markets. 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 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.
-51-
<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 purchases as None
a percentage of offering price
------------------------------------------------------ ----------
Maximum sales charge (load) imposed on reinvested None
dividends
------------------------------------------------------ ----------
Purchase reimbursement fees(1) 0.55%
------------------------------------------------------ ----------
Redemption reimbursement fees(1) 0.45%
------------------------------------------------------ ----------
Exchange fees None
------------------------------------------------------ ----------
Annual Portfolio operating expenses are deducted from The International
Small-Cap Portfolio's assets.
- ---------------------------------------------------- ---------------
Investment advisory fees(2) 1.00%
- ---------------------------------------------------- ---------------
Distribution and service (12b-1) fees None
- ---------------------------------------------------- ---------------
Other expenses(2/3) 0.24%
- ---------------------------------------------------- ---------------
Total operating expenses(2) 1.24%
- ---------------------------------------------------- ---------------
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 Assumes no
redemption(5) redemption
--------------- -------------------- ---------------------
1 year $226 $181
--------------- -------------------- ---------------------
3 years $491 $446
--------------- -------------------- ---------------------
(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
International Small-Cap Portfolio, with the concurrence of the investment
adviser, may elect to invest by a contribution of securities or follow
procedures that would 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, 2000 in order to prevent total operating
expenses (excluding any taxes, interest, brokerage fees and extraordinary
expenses) from exceeding 1.20% of average daily net assets. The fees and
expenses shown in the table do not reflect this voluntary expense cap and
would have been lower had the amount waived been deducted.
(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 (2).
(5) Current reimbursement fees described in footnote (1) apply.
-52-
<PAGE>
Profile: The International Large-Cap Equity Portfolio
What is the Portfolio's Goal?
The International Large-Cap 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 large-cap equity securities of companies 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 our opinion, are undervalued at the time of purchase based on our
fundamental analysis. Investments will be made mainly in marketable securities
of companies located in developed countries. For purposes of this Portfolio,
large capitalization stocks will be defined to mean those whose issuers have a
market capitalization of $5 billion or more (at the time of purchase).
Equity securities in which the Portfolio may invest include, but are not limited
to, common stocks, 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), or may invest in short-term debt securities or other money market
instruments. Except when we believe a temporary defensive approach is
appropriate or during temporary periods of portfolio repositioning, the
Portfolio generally will not hold more than 5% of its assets in cash or such
short-term instruments. During such periods, 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 adjustments 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 an international 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 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. 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 overvalued. When the dollar
buys more, the foreign currency may be undervalued. Securities available in an
undervalued currency may be an attractive investment.
Currency considerations carry a special risk for a portfolio of international
securities, and we use 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.
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 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 may include obligations of foreign governments, foreign
government agencies, supranational organizations or corporations and other
private entities. Such governmental 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. Corporate fixed-income securities will be, at the time of
purchase, rated in one of the top two rating categories (e.g., AAA and AA by S&P
or Aaa and Aa by Moody's) or of comparable quality.
-53-
<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 stock and bond prices and currency
exchange rates. Investments in securities of non-U.S. companies are generally
denominated in foreign currencies and 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. If, and to the extent
that, we invest in forward foreign currency contracts or use other instruments
to hedge against currency risks, the Portfolio will be subject to the special
risks associated with those activities. 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.
-54-
<PAGE>
What are The International Large-Cap 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 fees1 0.45%
- -----------------------------------------------------------------
Redemption reimbursement fees1 0.35%
- -----------------------------------------------------------------
Exchange fees None
- -----------------------------------------------------------------
Annual Portfolio operating expenses are deducted from The International
Large-Cap Equity Portfolio's assets.
-----------------------------------------------------------------
Investment advisory fees(2) 0.75%
- ------------------------------------------------------------------
Distribution and service (12b-1) fees None
- ------------------------------------------------------------------
Other expenses(2/3) 0.23%
- ------------------------------------------------------------------
Total operating expenses(2) 0.98%
- ------------------------------------------------------------------
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 Assumes no
Redemption(5) Redemption
- -----------------------------------------
1 year $180 $145
- -----------------------------------------
3 years $391 $356
- -----------------------------------------
(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 International Large-Cap
Equity Portfolio, with the concurrence of the investment adviser, may elect
to invest by a contribution of securities or follow procedures that would
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, 2000 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. The fees and expenses
shown in the table do not reflect this voluntary expense cap and would have
been lower had the amount waived been deducted.
(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 2.
(5) Current reimbursement fees described in footnote 1 apply.
-55-
<PAGE>
Profile: The All-Cap Growth Equity Portfolio
What is the Portfolio's goal?
The All-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? We invest primarily in
common stocks of companies that we believe have the potential for high earnings
growth based on our analysis of their historic or projected earnings growth
rate, price-to-earnings ratio and cash flows. We consider companies of any size,
as long as they are larger than $300 million in market capitalization. We look
for companies that are undervalued, but still have the potential for high
earnings growth.
We research individual companies and analyze economic and market conditions,
seeking to identify the securities or market sectors that we think are the best
investments for the Portfolio. We strive to identify companies that offer the
potential for long-term price appreciation because they are likely to experience
high earnings growth. The companies we choose for the Portfolio typically
exhibit one or more of the following characteristics:
o a history of high growth in earnings-per-share;
o projections for high future growth or acceleration in earnings-per-share;
o a price-to-earnings ratio that is low relative to other stocks; or
o discounted cash flows that are high relative to other stocks.
Once we identify stocks that have these characteristics, we further evaluate the
company. We look at the capability of the management team, the strength of the
company's position within its industry, whether its internal structure can
support continued growth, how high the company's return on equity is, how much
of the company's profits are reinvested into the company to fuel additional
growth, and how stringent the company's financial and accounting policies are.
All of these give us insight into the outlook for the company, helping us to
identify companies poised for high earnings growth. We believe that this high
earnings growth, if it occurs, would result in price appreciation for the
company's stock.
We maintain a well-diversified portfolio, typically holding a mix of different
stocks, representing a wide array of industries and a mix of small companies,
medium-size companies and large companies.
-56-
<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 value of your investment in the Portfolio will increase
and decrease according to changes in the value of the securities in its
portfolio. This Portfolio will be affected by declines in stock prices. The
Portfolio may be subject to greater investment risk than assumed by other funds
because the companies the Portfolio invests in are subject to greater changes in
earnings and business prospects than companies with more established earnings
patterns.
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.
-57-
<PAGE>
What are The All-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 All-Cap Growth Equity
Portfolio's assets.
- --------------------------------------------------------------------
Investment advisory fees(1) 0.75%
- --------------------------------------------------------------------
Distribution and service (12b-1) fees None
- --------------------------------------------------------------------
Other expenses(1/2) [______%]
- --------------------------------------------------------------------
Total operating expenses(1) [______%]
- --------------------------------------------------------------------
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 $10,000 with an annual 5% return over the time
shown.(3) This is an example only, and does not represent future expenses, which
may be greater or less than those shown here.
- ------------------------------------
1 year [$______]
- ------------------------------------
3 years [$______]
- ------------------------------------
(1) Delaware Management Company has agreed to waive fees and pay expenses
through April 30, 2000 in order to prevent total operating expenses (excluding
any taxes, interest, brokerage fees and extraordinary expenses) from exceeding
[______]% of average daily net assets. The fees and expenses shown in the
table do not reflect this voluntary expense cap and would have been lower had
the amount waived been deducted.
(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.
-58-
<PAGE>
Profile: The Intermediate Fixed Income Portfolio
What is the Portfolio's Goal?
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? 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 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 that we deem to
be of comparable quality. 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.
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 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.
-59-
<PAGE>
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 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 Lehman Brothers
Government/Corporate Intermediate Bond Index. The Lehman Brothers
Government/Corporate Intermediate Bond Index 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 does not 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%
1999 [_______%]
During the periods illustrated in this bar chart, The Intermediate Fixed Income
Portfolio's highest quarterly return was [3.16%] for the quarter ended
[September 30, 1998] and its lowest quarterly return was [-0.02%] for the
quarter ended [March 31, 1997].
Average annual returns for periods ending 12/31/99
Lehman Brothers
The Intermediate Fixed Government/Corporate
Income Portfolio Intermediate Bond Index
1 year [_______%] [_______%]
Since inception (3/12/96) [_______%] [_______%]
-60-
<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 assets.
- ---------------------------------------------------------------------
Investment advisory fees(1) 0.40%
- ---------------------------------------------------------------------
Distribution and service (12b-1) fees None
- ---------------------------------------------------------------------
Other expenses(1) [_____%]
- ---------------------------------------------------------------------
Total operating expenses(1) [_____%]
- ---------------------------------------------------------------------
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 $10,000 with an annual 5% return over the time
shown.(2) This is an example only, and does not represent future expenses, which
may be greater or less than those shown here.
- ------------------------------
1 year [$_______]
- ------------------------------
3 years [$_______]
- ------------------------------
5 years [$_______]
- ------------------------------
10 years [$_______]
- ------------------------------
(1) Delaware Management Company has agreed to waive fees and pay expenses
through April 30, 2000 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. The fees and expenses
shown in the table do not reflect this voluntary expense cap and would have
been lower had the amount waived been deducted.
(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 Aggregate Fixed Income Portfolio
What is the Portfolio's Goal?
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 that we deem to
be of comparable quality. 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.
-62-
<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.
-63-
<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 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 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 does not 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 YEAR BY YEAR TOTAL RETURN (The Aggregate
Fixed Income Portfolio)]
Year-by-year total return (The Aggregate Fixed Income Portfolio)
The Aggregate Fixed Income Portfolio
1998 8.58%
1999 [_______%]
During the period illustrated in this bar chart, The Aggregate Fixed Income
Portfolio's highest quarterly return was [4.20%] for the quarter ended
[September 30, 1998] and its lowest quarterly return was [0.54%] for the quarter
ended [December 31, 1998].
Average annual returns for periods ending 12/31/99
The Aggregate Lehman Brothers
Fixed Income Aggregate Bond
Portfolio Index
1 year [_______%] [_______%]
Since inception (12/29/97) [_______%] [_______%]
-64-
<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 assets.
- -------------------------------------------------------------------
Investment advisory fees(1) 0.40%
- -------------------------------------------------------------------
Distribution and service (12b-1) fees None
- -------------------------------------------------------------------
Other expenses(1) [_____%]
- -------------------------------------------------------------------
Total operating expenses(1) [_____%]
- -------------------------------------------------------------------
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 $10,000 with an annual 5% return over the time
shown.(2) This is an example only, and does not represent future expenses, which
may be greater or less than those shown here.
- -------------------------------
1 year [$_______]
- -------------------------------
3 years [$_______]
- -------------------------------
5 years [$_______]
- -------------------------------
10 years [$_______]
- -------------------------------
(1) Delaware Management Company has agreed to waive fees and pay expenses
through April 30, 2000 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. The fees and expenses
shown in the table do not reflect this voluntary expense cap and would have
been lower had the amount waived been deducted.
(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.
-65-
<PAGE>
Profile: The High-Yield Bond Portfolio
What is the Portfolio's Goal?
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, that we judge to be of comparable
quality. Of these categories of securities, we anticipate 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, we may take
advantage of short-term opportunities that are consistent with the Portfolio's
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.
-66-
<PAGE>
Profile: The High-Yield Bond 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. 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 ratio 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 sell particular
bonds, 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.
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. The Portfolio's investments in securities issued by
non-U.S. companies are generally denominated in foreign currencies and involve
certain risk and opportunity considerations not typically associated with
investing in bonds issued by U.S. 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 investment
consultant to determine whether it is an appropriate investment for you.
-67-
<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 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 Salomon Smith Barney High-Yield Cash Pay
Index. The Salomon Smith Barney 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 bankruptcy, 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 does not 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)]
Year-by-year total return (The High-yield Bond Portfolio)
The High-Yield Bond Portfolio
1997 18.14%
1998 1.75%
1999 [_______%]
During the periods illustrated in this bar chart, The High-Yield Bond
Portfolio's highest quarterly return was [6.39%] for the quarter ended [June 30,
1997] and its lowest quarterly return was [-5.42%] for the quarter ended
[September 30, 1998].
Average annual returns for periods ending 12/31/99
The High-Yield Bond Salomon Smith Barney
Portfolio High-Yield Cash Pay Index
1 year [_______%] [_______%]
Since inception (12/2/96) [_______%] [_______%]
-68-
<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 assets.
- ---------------------------------------------------------------------
Investment advisory fees(1) 0.45%
- ---------------------------------------------------------------------
Distribution and service (12b-1) fees None
- ---------------------------------------------------------------------
Other expenses(1) [_____%]
- ---------------------------------------------------------------------
Total operating expenses(1) [_____%]
- ---------------------------------------------------------------------
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 $10,000 with an annual 5% return over the time
shown.(2) This is an example only, and does not represent future expenses, which
may be greater or less than those shown here.
- ------------------------------
1 year [$_______]
- ------------------------------
3 years [$_______]
- ------------------------------
5 years [$_______]
- ------------------------------
10 years [$_______]
- ------------------------------
(1) Delaware Management Company has agreed to waive fees and pay expenses
through April 30, 2000 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. The fees and expenses
shown in the table do not reflect this voluntary expense cap and would have
been lower had the amount waived been deducted.
(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.
-69-
<PAGE>
Profile: The Diversified Core Fixed Income Portfolio
What is the Portfolio's Goal?
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. We will determine the amount of assets of the Portfolio that will be
allocated to each of the three sectors, 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 within this sector will be rated in one
of the four highest rating categories or will be unrated securities that we
determine are 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.
-70-
<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 Investment Bank, the
Inter-Development 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 Euro. 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. Currency considerations carry a special risk for
a portfolio that allocates a significant proportion of its assets to foreign
securities.
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.
-71-
<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 or "junk" bonds entail 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. Among these risks are those that
result from the absence of a liquid secondary market and the dominance in the
market of institutional investors. 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. Investments in securities of non-U.S. issuers are generally
denominated in foreign currencies and involve certain risk and opportunity
considerations not typically associated with investing in U.S. issuers, and
investments in securities of companies in emerging markets present a greater
degree of risk than tends to be the case for foreign investments in developed
markets. If, and to the extent that, we invest in forward foreign currency
contracts or use other investments to hedge against currency risks, the
Portfolio will be subject to the special risks associated with those activities.
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.
-72-
<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 over the past two calendar years, 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 does not 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 YEAR BY YEAR TOTAL RETURN (The Diversified
Core Fixed Income Portfolio)]
Year-by-year total return (The Diversified Core Fixed Income Portfolio)
The Diversified Core Fixed Income Portfolio
1998 10.28%
1999 [_______%]
During the periods illustrated in this bar chart, The Diversified Core Fixed
Income Portfolio's highest quarterly return was [3.65%] for the quarter ended
[March 31, 1998] and its lowest quarterly return was [1.10%] for the quarter
ended [September 30, 1998].
Average annual returns for periods ending 12/31/99
The Diversified Core Lehman Brothers
Fixed Income Portfolio Aggregate Bond Index
1 year [_______%] [_______%]
Since inception (12/29/97) [_______%] [_______%]
-73-
<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 assets.
- ---------------------------------------------------------------------
Investment advisory fees(1) 0.43%
- ---------------------------------------------------------------------
Distribution and service (12b-1) fees None
- ---------------------------------------------------------------------
Other expenses(1) [_____%]
- ---------------------------------------------------------------------
Total operating expenses(1) [_____%]
- ---------------------------------------------------------------------
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 $10,000 with an annual 5% return over the time
shown.(2) This is an example only, and does not represent future expenses, which
may be greater or less than those shown here.
- ------------------------------
1 year [$_______]
- ------------------------------
3 years [$_______]
- ------------------------------
5 years [$_______]
- ------------------------------
10 years [$_______]
- ------------------------------
(1) Delaware Management Company has agreed to waive fees and pay expenses
through April 30, 2000 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. The fees and expenses
shown in the table do not reflect this voluntary expense cap and would have
been lower had the amount waived been deducted.
(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.
-74-
<PAGE>
Profile: The Global Fixed Income Portfolio
What is the Portfolio's Goal?
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.
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 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 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 limitations 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 International Bank for
Reconstruction and Development (more commonly known as the World Bank), the
European Economic Community, the European Investment Bank, the Inter-Development
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, foreign government securities and securities of
supranational entities.
-75-
<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 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 developing, 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. We use 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.
-76-
<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 are generally denominated in
foreign currencies and 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, such investments present a greater
degree of risk than tends to be the case for investments in Western Europe and
other developed markets. If, and to the extent that, we invest in forward
foreign currency contracts or use other investments to hedge against currency
risks, the Portfolio will be subject to the special risks associated with those
activities.
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.
-77-
<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 seven 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 Smith Barney
World Government Bond Index. The Salomon Smith Barney 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 does not 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)]
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%
1999 [_______%]
During the periods illustrated in this bar chart, The Global Fixed Income
Portfolio's highest quarterly return was [6.33%] for the quarter ended [March
31, 1993] and its lowest quarterly return was [-2.50%] for the quarter ended
[June 30, 1994].
Average annual returns for periods ending 12/31/99
Salomon Smith Barney
The Global Fixed World Government
Income Portfolio Bond Index
1 year [_______%] [_______%]
5 years [_______%] [_______%]
Since inception (11/30/92) [_______%] [_______%]
-78-
<PAGE>
What are The Global Fixed Income Portfolio's fees and expenses? Shareholder fees
are fees paid directly from you 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 Global Fixed Income
Portfolio's assets.
- -------------------------------------------------------------------
Investment advisory fees(1) 0.50%
- -------------------------------------------------------------------
Distribution and service (12b-1) fees None
- -------------------------------------------------------------------
Other expenses(1) [_____%]
- -------------------------------------------------------------------
Total operating expenses(1) [_____%]
- -------------------------------------------------------------------
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 $10,000 with an annual 5% return over the time
shown.(2) This is an example only, and does not represent future expenses, which
may be greater or less than those shown here.
- ------------------------------
1 year [$_______]
- ------------------------------
3 years [$_______]
- ------------------------------
5 years [$_______]
- ------------------------------
10 years [$_______]
- ------------------------------
(1) Delaware International Advisers Ltd. has agreed to waive fees and pay
expenses through April 30, 2000 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. The fees and expenses
shown in the table do not reflect this voluntary expense cap and would have
been lower had the amount waived been deducted.
(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.
-79-
<PAGE>
Profile: The International Fixed Income Portfolio
What is the Portfolio's Goal?
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 such country, in
the currency of another country or in multinational currency units, such as the
Euro. 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, we identify those countries' fixed-income markets that we believe
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 International Bank for
Reconstruction and Development (more commonly known as the World Bank), the
European Economic Community, the European Investment Bank, the Inter-Development
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.
-80-
<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 developing, 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. We use 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 portfolio securities.
It is anticipated that the average weighted maturity of the Portfolio will be in
the five-to-ten year range. If 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.
-81-
<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 are generally denominated in
foreign currencies and involve certain risk and opportunity considerations not
typically associated with investing in securities of 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, such investments present a greater
degree of risk than tends to be the case for foreign investments in Western
Europe and other developed markets. If, and to the extent that, we invest in
forward foreign currency contracts or use other investments to hedge against
currency risks, the Portfolio will be subject to the special risks associated
with those activities.
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.
-82-
<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 over the past two calendar years, as well
as average annual returns for one year and since inception--with the average
annual return compared to the performance of the Salomon Smith Barney Non-U.S.
World Government Bond Index. The Salomon Smith Barney 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 and the United Kingdom. The
index is unmanaged and does not 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.
[GRAPHIC OMITTED: BAR CHART SHOWING YEAR BY YEAR TOTAL RETURN (The International
Fixed Income Portfolio)]
Year-by-year total return (The International Fixed Income Portfolio)
The International Fixed Income Portfolio
1998 9.68%
1999 [_______%]
During the periods illustrated in this bar chart, The International Fixed Income
Portfolio's highest quarterly return was [5.52%] for the quarter ended
[September 30, 1998] and its lowest quarterly return was [0.30%] for the quarter
ended [June 30, 1998].
Average annual returns for periods ending 12/31/99
Salomon Smith
The International Barney Non-U.S.
Fixed Income World Government
Portfolio Bond Index
1 year [_______%] [_______%]
Since inception (4/11/97) [_______%] [_______%]
-83-
<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 assets.
- ---------------------------------------------------------------------
Investment advisory fees(1) 0.50%
- ---------------------------------------------------------------------
Distribution and service (12b-1) fees None
- ---------------------------------------------------------------------
Other expenses(1) [_____%]
- ---------------------------------------------------------------------
Total operating expenses(1) [_____%]
- ---------------------------------------------------------------------
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 $10,000 with an annual 5% return over the time
shown.(2) This is an example only, and does not represent future expenses, which
may be greater or less than those shown here.
- ------------------------------
1 year [$_______]
- ------------------------------
3 years [$_______]
- ------------------------------
5 years [$_______]
- ------------------------------
10 years [$_______]
- ------------------------------
(1) Delaware International Advisers Ltd. has agreed to waive fees and pay
expenses through April 30, 2000 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. The fees and expenses
shown in the table do not reflect this voluntary expense cap and would have
been lower had the amount waived been deducted.
(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.
-84-
<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 goals, 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 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 objectives 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
Prospectus. 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.
-85-
<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 Select Equity Portfolio
The Small-Cap Growth Equity Portfolio
The Real Estate Investment Trust Portfolio II
The Mid-Cap Value Equity Portfolio
The Small-Cap Value Equity Portfolio
International Equity The Emerging Markets Portfolio
The Global Equity Portfolio
The International Equity Portfolio
The International Large-Cap Equity Portfolio
The Labor Select International Equity Portfolio
The International Small-Cap 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. We may change 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 be invested in at least three Portfolios of the
Fund, 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.
-86-
<PAGE>
What are the Portfolio's main investment strategies? (continued)
The Portfolio may, to the extent consistent with its investment objectives,
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 objective, 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 our allocation among those Portfolios of the Fund. 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.
-87-
<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 Asset Allocation
Portfolio's assets.
- ------------------------------------------------------------------
Investment Advisory fees(1) 0.05%
- ------------------------------------------------------------------
Distribution and service (12b-1) fees None
- ------------------------------------------------------------------
Other expenses(1/2) 0.23%
- ------------------------------------------------------------------
Total operating expenses(1) 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, 2000 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.
The fees and expenses shown in the table do not reflect this voluntary
expense cap and would have been lower had the amount waived been deducted.
(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.
-88-
<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.
-89-
<PAGE>
ADDITIONAL INVESTMENT INFORMATION
The Porfolios 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 Porfolios 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> <C>
Common Stocks: Securities that represent shares of ownership in The Large-Cap Value Equity, The Core Equity, The Equity
a corporation. Stockholders participate in the corporation's Income, The Select Equity, The Mid-Cap Growth Equity, The
profits and losses indirectly, as the value of a corporation's Mid-Cap Value Equity, The Small-Cap Value Equity, The
shares tends to change as the corporation's earnings fluctuate. Small-Cap Growth Equity, The All-Cap Growth Equity, The Real
Estate Investment Trust, The Global Equity, The International
Equity, The Labor Select International Equity, The Emerging
Markets, The International Small-Cap, The International
Large-Cap Equity and The Asset Allocation Portfolios focus
their investments on common stocks, some of which will be
dividend paying stocks.
- ----------------------------------------------------------------- ---------------------------------------------------------------
Corporate Bonds: Debt obligations issued by a The Balanced, The Intermediate Fixed Income and
corporation. The Aggregate Fixed Income Portfolios may invest in
corporate bonds rated in one of the four highest categories
by an NRSRO (e.g., at least BBB by S&P or Baa by Moody's),
or deemed equivalent. The Global Fixed Income Portfolio may
invest in foreign and U.S. corporate bonds which are
generally rated A or better by S&P or Moody's or deemed to
be of comparable quality. The International Fixed Income
Portfolio may invest in foreign corporate bonds 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 will
focus its investments on corporate bonds rated at least B-
by S&P or B3 by Moody's. 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
or Fitch 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 debt
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 rated
within the four highest categories 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
B or below when the investment adviser believes that capital
appreciation from those securities is likely. Debt
securities may be acquired by The Mid-Cap Value Equity, The
Core Equity, The All-Cap Growth Equity and The Asset
Allocation Portfolios and those securities may be rated
below investment grade or, unrated. In the case of The Core
Equity and The All-Cap Growth Equity Portfolios, investments
in such securities that are rated below investment grade or
unrated will be limited to no more than 5% of its assets.
- ----------------------------------------------------------------- ---------------------------------------------------------------
</TABLE>
-90-
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------- ---------------------------------------------------------------
Securities How we use them
- ----------------------------------------------------------------- ---------------------------------------------------------------
<S> <C> <C>
The Global Equity Portfolio may invest up to 35% of its
assets in corporate bonds 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 corporate bonds, and some or all of
which may be investment grade, below investment grade, or
unrated. The International Equity, The International
Large-Cap Equity and The Labor Select International Equity
Portfolios may invest up to 15% of their assets in foreign
debt instruments when attractive opportunities are
available. The Equity Income Portfolio may invest up to 15%
of net assets in bonds rated below investment grade, though
typically they are rated B or BB. The Balanced Portfolio may
invest in Yankee and Euro Bonds.
- ----------------------------------------------------------------- ---------------------------------------------------------------
Convertible Securities: Usually preferred stocks or corporate The Balanced, The Equity Income, The Select Equity, The
bonds that can be exchanged for a set number of shares of Mid-Cap Value Equity, The Small-Cap Value Equity, The
common stock at a predetermined price. These securities offer Small-Cap Growth Equity, The Core Equity, The All-Cap Growth
higher appreciation potential than nonconvertible bonds and Equity, The High-Yield Bond, The International Small-Cap, The
greater income potential than nonconvertible preferred stocks. International Equity, The International Large-Cap Equity and
The Asset Allocation Portfolios may invest a portion of their
assets in convertible 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
may be rated below investment grade or unrated. In the case
of The Core Equity and The Balanced Portfolios, such
securities that are rated below investment grade, or unrated,
will be limited to no more than 5% of net assets. 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
represent pools of mortgages, with investors receiving Income, The Intermediate Fixed Income, The Real Estate
principal and interest payments as the underlying mortgage Investment Trust, The Global Fixed Income, The Asset
loans are paid back. Many are issued and guaranteed against Allocation, The Core Equity, The Balanced and The Select
default by the U.S. government or its agencies or Equity Portfolios may invest in mortgage-backed securities
instrumentalities, such as the Federal Home Loan Mortgage issued or guaranteed by the U.S. government, its agencies or
Corporation, the Fannie Mae and the Government National instrumentalities or by government sponsored corporations.
Mortgage Association. Others are issued by private financial For the Aggregate Fixed Income and The Intermediate Fixed
institutions, with some fully collateralized by certificates Income Portfolios, all securities will be rated investment
issued or guaranteed by the government or its agencies or grade at the time of purchase.
instrumentalities.
- ----------------------------------------------------------------- ---------------------------------------------------------------
</TABLE>
-91-
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------- ---------------------------------------------------------------
Securities How we use them
- ----------------------------------------------------------------- ---------------------------------------------------------------
<S> <C> <C>
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 NRSRO,
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,
receivables, including home equity, automobile or credit loans. The 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 an NRSRO.
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Real Estate Investment Trusts (REITs): REITs are pooled The Real Estate Investment Trust Portfolios may invest
investment vehicles which invest primarily in income-producing without limitation in shares of REITs. The Balanced, The
real estate or real estate related loans or interests. REITs Select Equity, The Core Equity, The Small-Cap Value Equity,
are generally classified as equity REITs, mortgage REITs or a The International Small-Cap and The Asset Allocation
combination of equity and mortgage REITs. Equity REITs invest Portfolios may also invest in REITs consistent with their
the majority of their assets directly in real property and investment objectives and policies.
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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U.S. Government Securities: U.S. Treasury securities are backed Each Portfolio may invest in U.S. government securities for
by the "full faith and credit" of the United States. Securities temporary purposes and otherwise, as is consistent with its
issued or guaranteed by federal agencies and U.S. government investment objectives and policies. These securities are
sponsored instrumentalities may or may not be backed by the issued or guaranteed as to the payment of principal and
"full faith and credit" of the United States. In the case of interest by the U.S. government, or by various agencies or
securities not backed by the "full faith and credit" of the instrumentalities which have been established or sponsored by
United States, investors in such securities look principally to the U.S. government.
the agency or instrumentality issuing or guaranteeing the
obligation for ultimate repayment.
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Securities How we use them
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Foreign Government Securities: Debt issued by a government Foreign government securities purchased by The Global Fixed
other than the United States or by an agency, instrumentality Income and The International Fixed Income Portfolios will
or political subdivision of such governments. generally be rated in one of the top two rating categories
or, if unrated, deemed to be of comparable quality. However,
each such Portfolio may invest up to 5% of its assets in
fixed-income securities rated, or comparable to securities
rated, below BBB. The fixed-income securities in which The
International Equity Portfolio, The Labor Select
International Equity Portfolio, The Emerging Markets
Portfolio, The International Small-Cap Portfolio, The
International Large-Cap Equity Portfolio and The Diversified
Core Fixed Income Portfolio may invest include those issued
by foreign governments.
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Repurchase Agreements: An agreement between a buyer such as While each Portfolio is permitted to do so, it normally does
the Fund and seller of securities in which the seller agrees to not invest in repurchase agreements except to invest cash
buy the securities back within a specified time at the same balances or for temporary defensive purposes. In order to
price the buyer paid for them, plus an amount equal to an enter into these repurchase agreements, a Portfolio must have
agreed upon interest rate. Repurchase agreements are often collateral of at least 102% of the repurchase price. The
viewed as equivalent to cash. Portfolios will only enter into repurchase agreements in which
the collateral is comprised of U.S. government securities. The
Large-Cap Value Equity, The Mid-Cap Growth Equity, The
International Equity, The Intermediate Fixed Income and The
Global Fixed Income Portfolios may invest no more than 10% of
net assets in repurchase agreements having a maturity in
excess of seven days. The Diversified Core Fixed Income, The
Aggregate Fixed Income, The 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 International
Large-Cap Equity, The Asset Allocation, The Small-Cap Growth
Equity, The Balanced, The Equity Income, The Select Equity,
The Core Equity and The All-Cap Growth Equity Portfolios may
invest no more than 15% of net assets in repurchase agreements
having a maturity in excess of seven days.
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Restricted Securities: Privately placed securities Each Portfolio may invest in restricted securities, including
whose resale 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 The Large-Cap Value Equity, The Mid-Cap Growth Equity, The
market, and cannot be easily sold, if at all, at approximately International Equity, The Intermediate Fixed Income and The
the price that the Fund has valued them. Illiquid securities Global Fixed Income Portfolios may invest no more than 10% of
include repurchase agreements maturing in more than seven days. net assets in illiquid securities. The Diversified Core
Fixed Income, The Aggregate Fixed Income, The 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 International Large-Cap Equity, The Asset Allocation, The
Small-Cap Growth Equity, The Balanced, The Equity Income, The
Select Equity, The Core Equity and The All-Cap Growth Equity
Portfolios may invest no more than 15% of net assets in
illiquid securities.
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Securities How we use them
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Short-Term Debt Investments: These instruments include (1) time Each Portfolio may invest in these instruments either as a
deposits, certificates of deposit and bankers acceptances means to achieve its investment objective or, more commonly,
issued by a U.S. commercial bank; (2) commercial paper of the as temporary defensive investments or pending investment in
highest quality rating; (3) short-term debt obligations with the Portfolio's principal investment securities. When
the highest quality rating; (4) U.S. government securities; and investing all or a significant portion of a Portfolio's
(5) repurchase agreements collateralized by those instruments. assets in these instruments, a Portfolio may not be able to
achieve its investment objective.
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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
time at a stated interest rate. deposits 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 Intermediate Fixed Income and The
Global Fixed Income Portfolios; and 15% of the total assets
of The Aggregate Fixed Income, 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 International Large-Cap Equity, The Real
Estate Investment Trust, The International Fixed Income, The
Global Equity, The Emerging Markets, The High-Yield Bond, The
Asset Allocation, The Small-Cap Growth Equity, The Core
Equity, The Balanced, The Equity Income and The Select 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 designate cash or securities in amounts
enters into the commitment and no interest accrues to the sufficient to cover its obligations, and will value the
Portfolio until settlement. Thus, it is possible that the designated assets daily.
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
for their use relating to short-sales or other securities transactions will generate additional income for the
transactions. Portfolios.
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Securities How we use them
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Investment Company Securities: Investment company securities The Asset Allocation Portfolio operates as a "fund of funds"
issued by registered or unregistered domestic or foreign and its assets will consist largely of investments that it
investment companies. makes in other 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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Borrowing From Banks: The Portfolios may have pre-existing Each Portfolio may borrow money as a temporary measure or to
arrangements with banks that permit them to borrow money from facilitate redemptions. No Portfolio has the intention of
time to time. 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% and The
obligations which do not entitle the holder to any periodic International Small-Cap Portfolio may invest up to 15% of its
payments of interest prior to maturity or a specified date when respective net assets in fixed-income securities, including
the securities begin paying current interest, and therefore are zero coupon bonds. The High-Yield Bond Portfolio may also
issued and traded at a discount from their face amounts or par purchase zero coupon bonds and PIK bonds, although it
value. Pay-in-kind ("PIK") bonds pay interest through the generally does not purchase a substantial amount of these
issuance to holders of additional securities. bonds. The Diversified Core Fixed Income Portfolio may also
purchase these securities consistent with its investment
objective.
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American Depositary Receipts (ADRs), European Depositary The Balanced, The Equity Income, The Select Equity, The
Receipts (EDRs), and Global Depositary Receipts (GDRs): ADRs Small-Cap Growth Equity, The Core Equity, The Large-Cap Value
are receipts issued by a U.S. depositary (usually a U.S. bank) Equity, The International Equity, The Labor Select
and EDRs and GDRs are receipts issued by a depositary outside International Equity, The International Large-Cap Equity, The
of the U.S. (usually a non-U.S. bank or trust company or a Mid-Cap Value Equity, The Small-Cap Value Equity, The All-Cap
foreign branch of a U.S. bank). Depositary receipts represent Growth Equity, The Real Estate Investment Trust, The
an ownership interest in an underlying security that is held by Diversified Core Fixed Income, The Global Fixed Income, The
the depositary. Generally, the underlying security represented International Fixed Income, The Global Equity, The Emerging
by an ADR is issued by a foreign issuer and the underlying Markets, The International Small-Cap and The Asset Allocation
security represented by an EDR or GDR may be issued by a Portfolios may invest in sponsored and unsponsored ADRs.
foreign or U.S. issuer. Sponsored depositary receipts are Such ADRs that The Balanced, The Equity Income, The Select
issued jointly by the issuer of the underlying security and the Equity, The Small-Cap Growth Equity, The Core Equity, The
depositary, and unsponsored depositary receipts are issued by Large-Cap Value Equity, The Mid-Cap Value Equity, The
the depositary without the participation of the issuer of the Small-Cap Value Equity, The Real Estate Investment Trust, The
underlying security. Generally, the holder of the depositary Diversified Core Fixed Income, and The Asset Allocation
receipt is entitled to all payments of interest, dividends or Portfolios may invest in will be those that are actively
capital gains that are made on the underlying security. traded in the United States.
In conjunction with their investments in foreign securities,
The Equity Income, The Select Equity, The All-Cap Growth
Equity, The International Equity, The Labor Select
International Equity, The International Large-Cap Equity, The
Global Equity, The Emerging Markets, The International
Small-Cap, The Global Fixed Income, The International Fixed
Income, The Diversified Core Fixed Income and The Asset
Allocation Portfolios may also invest in sponsored 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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Securities How we use them
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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
U.S. Treasury Secretary Nicholas F. Brady in 1989, as a Asset Allocation Portfolios may invest in Brady Bonds
mechanism for debtor nations to restructure their outstanding consistent with their respective investment objectives. We
external indebtedness (generally, commercial bank debt). believe that economic 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 a viable opportunity for investment.
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Futures and Options: A futures contract is a bilateral The Balanced, The Equity Income, The Select Equity, The
agreement providing for the purchase and sale of a specified Mid-Cap Growth Equity, The Real Estate Investment Trust, The
type and amount of a financial instrument, or for the making Diversified Core Fixed Income, The Emerging Markets, The
and acceptance of a cash settlement, at a stated time in the Global Equity, The International Large-Cap Equity, The Asset
future for a fixed price. A call option is a short-term Allocation, The Small-Cap Growth Equity, The Mid-Cap Value
contract pursuant to which the purchaser of the call option, in Equity, The Small-Cap Value Equity, The All-Cap Growth
return for the premium paid, has the right to buy the security Equity, The International Small-Cap and The Core Equity
or other financial instrument underlying the option at a Portfolios may invest in futures, options and closing
specified exercise price at any time during the term of the transactions related thereto. These activities will not be
option. A put option is a similar contract which gives the entered into for speculative purposes, but rather for hedging
purchaser of the put option, in return for a premium, the right purposes and to facilitate the ability to quickly deploy into
to sell the underlying security or other financial instrument the stock market a Portfolio's cash, short-term debt
at a specified price during the term of the option. securities and other money market instruments at times when
the Portfolio's assets are not fully invested in equity
securities. A Portfolio may only enter into 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
International Large-Cap 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,
futures contracts on foreign currencies 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 International
in securities of foreign issuers and may hold foreign currency. Large-Cap Equity, The Labor Select International Equity, The
In addition, several Portfolios may enter into contracts to Real Estate Investment Trust, The Diversified Core Fixed
purchase or sell foreign currencies at a future date (i.e., a Income, The Global Fixed Income, The International Fixed
"forward foreign currency" contract or "forward" contract). A Income, The Global Equity, The Emerging Markets, The
forward contract involves an obligation to purchase or sell a International Small-Cap, The Asset Allocation, The Small-Cap
specific currency at a future date, which may be any fixed Value Equity, The Small-Cap Growth Equity and The Core Equity
number of days from the date of the contract, agreed upon by Portfolios value their assets daily in terms of U.S. dollars,
the parties, at a price set at the time of the contract. A they do not intend to convert their holdings of foreign
Portfolio may enter into forward contracts to "lock-in" the currencies into U.S. dollars on a daily basis. A Portfolio
price of a security it has agreed to purchase or sell, in terms may, however, from time to time, purchase or sell foreign
of U.S. dollars or other currencies in which the transaction currencies and/or engage in forward foreign currency
will be consummated. transactions in order to expedite settlement of Portfolio
transactions and to minimize currency value fluctuations.
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Securities How we use them
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Interest Rate Swap and Index Swap Agreements: In an interest The Balanced, The Intermediate Fixed Income, The Aggregate
rate swap, a fund receives payment from another party based on Fixed Income and The Diversified Core Fixed Income Portfolios
a floating interest rate in return for making payments based on may use interest rate swaps to adjust each Portfolio's
a fixed interest rate. An interest rate swap can also work in sensitivity to interest rates by changing its duration. We
reverse, with a fund receiving payments based on a fixed may also use interest rate swaps to hedge against changes in
interest rate and making payments based on a floating interest interest rates. We use index swaps to gain exposure to
rate. In an index swap, a fund receives gains or incurs losses markets that the Portfolios invest in, such as the corporate
based on the total return of an index, in exchange for making bond market. We may also use index swaps as a substitute for
fixed or floating interest rate payments to another party. futures, options or forward contracts if such contracts are
not directly available to the Portfolios on favorable terms.
Interest rate swaps and index swaps will be considered
illiquid securities.
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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 The value of each Portfolio's holdings, whether equity or fixed
securities in a certain market-like the stock or bond income in orientation, fluctuates in response to events affecting
market-will decline in value because of factors such markets. In a declining market environment, the value of the
as economic conditions, future expectations or Portfolios' securities will generally decline as well. We
investor confidence. maintain a long-term approach and focus on securities that we
believe can continue to provide returns over an extended period
Index swaps are subject to the same market risks as of time regardless of these interim market fluctuations. We do
the investment market or sector that the index not try to predict overall market movements and do not try to
represents. Depending on the actual movements of the trade for short-term purposes.
index and how well the portfolio manager forecasts
those movements, a fund could experience a higher or In evaluating the use of an index swap for The Balanced, The
lower return than anticipated. Intermediate Fixed Income, The Aggregate Fixed Income and The
Diversified Core Fixed Income Portfolios, we carefully consider
how market changes could affect the swap and how that compares to
our investing directly in the market the swap is intended to
represent. When selecting dealers with whom we would make
interest rate or index swap agreements for these Portfolios, we
focus on those dealers with high quality ratings and do careful
credit analysis before engaging in the transaction.
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Risks How we strive to manage them
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Industry and Security Risk is the risk that the value The Real Estate Investment Trust Portfolios concentrate their
of securities in a particular industry or the value of investments in the real estate industry. As a consequence, the
an individual stock or bond will decline because of net asset value of each Portfolio can be expected to fluctuate in
changing expectations for the performance of that light of the factors affecting that industry, and may fluctuate
industry or for the individual company issuing the more widely than a portfolio that invests in a broader range of
stock or bond. Portfolios that concentrate their industries. Each Real Estate Investment Trust Portfolio may be
investments in a particular industry or individual more susceptible to any single economic, political or regulatory
security are considered to be subject to greater risks occurrence affecting the real estate industry.
than Portfolios that are not concentrated.
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, The Portfolios, especially those that invest significantly in
particularly bonds with longer maturities, will fixed-income securities, are subject to various interest rate
decrease in value if interest rates rise and increase risks depending upon their investment objectives and policies.
in value if interest rates fall. Investments in We cannot eliminate that risk, but we do try to address it by
equity securities issued by small and medium sized monitoring economic conditions, especially interest rate trends
companies, which often borrow money to finance and their potential impact on the Portfolios. The Portfolios do
operations, may also be adversely affected by rising not try to increase returns on their investments in debt
interest rates. securities by predicting and aggressively capitalizing on
interest rate movements. The Intermediate Fixed Income and The
Swaps may be particularly sensitive to interest rate Aggregate Fixed Income Portfolios seek to maintain as the core of
changes. Depending on the actual movements of their investment portfolios, short and intermediate-term debt
interest rates and how well the portfolio manager securities (under ten years). The Global Fixed Income and The
anticipates them, a portfolio could experience a Intermediate Fixed Income Portfolios anticipate that average
higher or lower return than anticipated. For example, weighted maturity will be in the five-to-ten year range, with a
if a portfolio holds interest rate swaps and is possible shift beyond ten years in a declining interest rate
required to make payments based on variable interest environment and a possible shortening below five years in a
rates, it will have to make increased payments if rising interest rate environment.
interest rates rise, which will not necessarily be
offset by the fixed-rate payments it is entitled to The High-Yield Bond Portfolio, by investing primarily in bonds
receive under the swap agreement. rated B- or higher by S& P or B3 or higher by Moody's, or unrated
bonds, is 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 Balanced, The Intermediate Fixed Income, The Aggregate Fixed
Income and The Diversified Core Fixed Income Portfolios, by
investing in swaps, are subject to additional interest rate
risk. The Portfolios will not invest in interest rate or index
swaps with maturities of more than two years. Each business day
we will calculate the amount the Portfolios must pay for any
swaps they hold and will segregate enough cash or other liquid
securities to cover that amount.
The Mid-Cap Value Equity, The Mid-Cap Growth Equity, The
Small-Cap Value Equity, The Small-Cap Growth Equity, The All-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 The International Equity, The International Large-Cap Equity, The
be adversely affected by political instability, Labor Select International Equity, The Global Fixed Income, The
changes in currency exchange rates, foreign economic International Fixed Income, The Global Equity, The Emerging
conditions or inadequate regulatory and accounting Markets and The International Small-Cap Portfolios will invest in
standards. In addition, there is the possibility of securities of foreign issuers, which normally are denominated in
expropriation, nationalization or confiscatory foreign currencies, and may hold foreign currencies directly.
taxation, taxation of income earned in foreign nations The Core Equity Portfolio may invest up to 5% of its assets; The
or other taxes imposed with respect to investments in Real Estate Investment Trust, The High-Yield Bond, The Small-Cap
foreign nations, foreign exchange controls, which may Growth Equity and The All-Cap Growth Equity Portfolios may invest
include suspension of the ability to transfer currency up to 10% of their respective total assets; The Diversified Core
from a given country, and default in foreign Fixed Income Portfolio may invest up to 20% of its total assets;
government securities. As a result of these factors, and The Small-Cap Value Equity Portfolio may invest up to 25% of
foreign securities markets may be less liquid and more its assets in foreign securities. The Balanced, The Equity
volatile than U.S. markets and the Portfolios may Income and The Select Equity Portfolios typically invest only a
experience difficulties and delays in converting small portion of their assets in foreign securities, usually
foreign currencies back into U.S. dollars. Such through depositary receipts denominated in U.S. dollars and
events may cause the value of certain foreign traded on a U.S. exchange. We attempt to reduce the risks
securities to fluctuate widely and may make it presented by foreign investments by conducting world-wide
difficult to accurately value foreign securities. fundamental research with an emphasis on company visits. In
addition, we monitor current economic and market conditions and
trends, the political and regulatory environment and the value of
currencies in different countries in an effort to identify the
most attractive countries and securities. Additionally, when
currencies appear significantly overvalued compared to average
real exchange rates, a Portfolio may hedge exposure to those
currencies for defensive purposes.
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Currency Risk is the risk that the value of an The Portfolios described above that are subject to foreign risk
investment may be negatively affected by changes in may be affected by changes in currency rates and exchange control
foreign currency exchange rates. Adverse changes in regulations and may incur costs in connection with conversions
exchange rates may reduce or eliminate any gains between currencies. To hedge this currency risk associated with
produced by investments that are denominated in investments in non-U.S. dollar denominated securities, the
foreign currencies and may increase losses. Portfolios that focus on global and international investments 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, The
International Large-Cap Equity and The Emerging Markets
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 The Emerging Markets Portfolio focuses its investments on
risks associated with international investing will be companies in these markets and The International Equity, The
greater in emerging markets than in more developed International Large-Cap Equity, The Labor Select International
foreign markets because, among other things, emerging Equity, The Global Equity, The International Small-Cap, The
markets may have less stable political and economic Global Fixed Income, The International Fixed Income, and The
environments. In addition, in many emerging markets, High-Yield Bond Portfolios may invest a portion of their assets
there is substantially less publicly available in securities of issuers located in emerging markets. The
information about issuers and the information that is Portfolios cannot eliminate these risks but will attempt to
available tends to be of a lesser quality. Economic reduce these risks through portfolio diversification, credit
markets and structures tend to be less mature and analysis, and attention to trends in the economy, industries and
diverse and the securities markets which are subject financial markets and other relevant factors.
to less 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 The International Fixed Income, The Global Fixed Income and The
risk securities), while generally having higher Asset Allocation Portfolios may invest up to 5%, 5% and 55%,
yields, are subject to reduced creditworthiness of respectively, of its assets in high risk, high-yield fixed-income
issuers, increased risks of default and a more limited securities of foreign governments including, with specified
and less liquid secondary market than higher rated limitations, Brady Bonds. The High-Yield Bond Portfolio invests
securities. These securities are subject to greater primarily in lower-rated fixed-income securities in an effort to
price volatility and risk of loss of income and attain higher yields, and this is a primary risk of investing in
principal than are higher rated securities. Lower this Portfolio. The Diversified Core Fixed Income Portfolio,
rated and unrated fixed-income securities tend to which may invest in lower rated fixed-income securities, will
reflect short-term corporate and market developments limit its investments in such securities to 30% of its total
to a greater extent than higher rated fixed-income assets. The Emerging Markets Portfolio may invest up to 35% of
securities, which react primarily to fluctuations in its assets and The International Small-Cap Portfolio may invest
the general level of interest rates. Fixed-income up to 15% of its net assets in high-yield, high risk fixed-income
securities of this type are considered to be of poor securities, including Brady Bonds. See "Emerging Markets Risk"
standing and primarily speculative. Such securities above. The Small-Cap Value Equity Portfolio may invest up to 25%
are subject to a substantial degree of credit risk. of its net assets in high-yield, high risk securities rated below
Baa by Moody's or BBB by S&P 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
NRSRO or, if unrated, deemed to be of equivalent quality. The
Portfolios will attempt to reduce these risks through portfolio
diversification, credit analysis, attention to trends in the
economy, industries and financial markets, and complying with the
limits on the exposure to this asset class described in this
Prospectus.
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Risks How we strive to manage them
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Liquidity Risk is the possibility that securities We limit each Portfolio's exposure to illiquid securities as
cannot be readily sold, if at all, at approximately described under "Additional Investment Information - Illiquid
the price that the Portfolio values them. Securities."
Swap agreements entered into by The Balanced, The Intermediate
Fixed Income, The Aggregate Fixed Income and The Diversified Core
Fixed Income Portfolios will be treated as illiquid securities.
However, most swap dealers will be willing to repurchase interest
rate swaps.
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Risks How we strive to manage them
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Futures Contracts, Options on Futures Contracts, The Mid-Cap Growth Equity, The Mid-Cap Value Equity, The
Forward Contracts, and Certain Options used as Small-Cap Value Equity, The Real Estate Investment Trust, The
investments for hedging and other non-speculative Small-Cap Growth Equity, The Balanced, The Equity Income, The
purposes involve certain risks. For example, a lack of Select Equity, The Core Equity, The Global Equity, The
correlation between price changes of an option or Diversified Core Fixed Income, The All-Cap Growth Equity, The
futures contract and the assets being hedged could Emerging Markets, The International Small-Cap, The International
render a Portfolio's hedging strategy unsuccessful and Large-Cap Equity and The Asset Allocation Portfolios may use
could result in losses. The same results could occur certain options strategies or may use futures contracts and
if movements of foreign currencies do not correlate as options on futures contracts. The Portfolios will not enter into
expected by the investment adviser at a time when a futures contracts and options thereon to the extent that more
Portfolio is using a hedging instrument denominated in than 5% of a Portfolio's assets are required as futures contract
one foreign currency to protect the value of a margin deposits and premiums on options and only to the extent
security denominated in a second foreign currency that obligations under such futures contracts and options thereon
against changes caused by fluctuations in the exchange would not exceed 20% of the Portfolio's total assets.
rate for the dollar and the second currency. If the
direction of securities prices, interest rates or See also "Foreign Risk" and "Currency Risk" above.
foreign currency prices is incorrectly predicted, the
Portfolio will be in a worse position than if such
transactions had not been entered into. In addition,
since there can be no assurance that a liquid
secondary market will exist for any contract purchased
or sold, a Portfolio may be required to maintain a
position (and in the case of written options may be
required to continue to hold the securities used as
cover) until exercise or expiration, which could
result in losses. Further, options and futures
contracts on foreign currencies, and forward
contracts, entail particular risks related to
conditions affecting the underlying currency.
Over-the-counter transactions in options and forward
contracts also involve risks arising from the lack of
an organized exchange trading environment.
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Risks How we strive to manage them
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Zero Coupon and Pay-In-Kind Bonds are generally The Emerging Markets, The International Small-Cap, The High-Yield
considered to be more interest sensitive than income Bond and The Diversified Core Fixed Income Portfolios may invest
bearing bonds, to be more speculative than in zero coupon and pay-in-kind bonds to the extent consistent
interest-bearing bonds, and to have certain tax with each Portfolio's investment objective. We cannot eliminate
consequences which could, under certain circumstances the risks of zero coupon bonds, but we do try to address them by
be adverse to a Portfolio. For example, the Portfolio monitoring economic conditions, especially interest rate trends
accrues, and is required to distribute to shareholders and their potential impact on the Portfolios.
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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Portfolio Turnover rates reflect the amount of The Select Equity, The Intermediate Fixed Income, The Aggregate
securities that are replaced from the beginning of the Fixed Income, The Global Fixed Income, The International Fixed
year to the end of the year by a Portfolio. The higher Income, The Diversified Core Fixed Income and The All-Cap Growth
the amount of portfolio activity, the higher the Equity Portfolios will normally experience annual portfolio
brokerage costs and other transaction costs of a turnover rates exceeding 100%, but those rates are not expected
Portfolio are likely to be. The amount of portfolio to exceed 300% with respect to The Select Equity Portfolio, 250%
activity will also affect the amount of taxes payable with respect to The Intermediate Fixed Income, The Aggregate
by Portfolios' shareholders that are subject to Fixed Income and The Diversified Core Fixed Income Portfolios and
federal income tax, as well as the character (ordinary 200% with respect to The Global Fixed Income and The
income vs. capital gains) of such tax obligations. International Fixed Income Portfolios.
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Risks How we strive to manage them
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Company Size Risk is the risk that small or medium The Mid-Cap Value Equity, The Mid-Cap Growth Equity, The
size companies may be more volatile than larger Small-Cap Value Equity, The Small-Cap Growth Equity, The All-Cap
companies because of limited financial resources or Growth Equity and The International Small-Cap Portfolios maintain
dependence on narrow product lines. a well diversified portfolio and, together with The Select Equity
Portfolio, select stocks carefully and monitor them continuously
in an effort to manage this risk.
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Prepayment Risk is the risk that homeowners will The Aggregate Fixed Income, The Diversified Core Fixed Income,
prepay mortgages during periods of low interest rates, The Intermediate Fixed Income, The Real Estate Investment Trust,
forcing an investor to reinvest money at interest The Global Fixed Income, The Asset Allocation, The Core Equity,
rates that might be lower than those on the prepaid The Balanced and The Select Equity Portfolios may invest in
mortgage. Mortgage-Backed Securities, Collateralized Mortgage Obligations
(CMOs) and Real Estate Mortgage Investment Conduits (REMICS).
These Portfolios 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.
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Real Estate Industry Risk include among others: The Real Estate Investment Trust Portfolios operate as
possible declines in the value of real estate; risks "non-diversified" funds as defined by the 1940 Act. Since each
related to general and local economic conditions; Portfolio invests principally in REITS it is more subject to the
possible lack of availability of mortgage funds; risks associated with the real estate industry. Investors should
overbuilding; extended vacancies of properties; carefully consider these risks before investing in the Portfolio.
increases in competition; property taxes and operating To the extent The Asset Allocation, The Balanced, The Select
expenses; changes in zoning laws; costs resulting from Equity, The Core Equity, The International Small-Cap and The
the clean-up of, and liability to third parties Small-Cap Value Equity Portfolios invest in REITs, those
resulting from, environmental problems; casualty for 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.
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Risks How we strive to manage them
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Non-Diversified Portfolios are believed to be subject The Real Estate Investment Trust, The Global Fixed Income, The
to greater risks because adverse effects on their International Fixed Income, The Emerging Markets, The Select
security holdings may affect a larger portion of their Equity and The Asset Allocation Portfolios will not be
overall assets. diversified under 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. With the
exception of The Real Estate Investment Trust, The Select Equity
and The Asset Allocation Portfolios, these Portfolios, in
practice, do not intend to be heavily invested in any single
particular industry. The Real Estate Investment Trust Portfolio
will always be heavily invested in the real estate industry. The
Select Equity Portfolio will always be invested in at least 20
issuers, and in general will not hold more than a 5% position in
each issuer. Although the Asset Allocation Portfolio may be
substantially invested in a relatively small number of
Portfolios, most of these Portfolios are diversified or, if
non-diversified, are nonetheless not heavily invested in any
single issuer.
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[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 each 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
(including, but not limited to, any or all of the following: impact on business;
cost of compliance plan review and contingency planning; and vendor 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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Management of the Fund
Trustees
The business and affairs of the Fund and its Portfolios are managed under the
direction of the Fund's Board of Trustees. 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 trustees.
Fund Officers and Portfolio Managers
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.
Damon J. Andres
Vice President/Portfolio Manger - The Real Estate Investment Trust Portfolios
Mr. Andres earned a BS in Business Administration with an emphasis in Finance
and Accounting from the University of Richmond. Prior to joining Delaware
Investments in 1994, he provided investment consulting services as a Consulting
Associate with Cambridge Associates, Inc. in Arlington, Virginia. Mr. Andres has
been on The Real Estate Investment Trust Portfolios' management teams since
1997.
Robert L. Arnold
Vice President/Senior 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.
Fiona A. Barwick
Senior Portfolio Manager - Delaware International Advisers Ltd. (The
International Equity Portfolio) Ms. Barwick is a graduate of University College,
London. She joined Delaware International in the Spring of 1993 to cover the
Pacific Basin markets. Prior to joining Delaware International, she spent three
years at Touche Remnant & Co. in London as an assistant portfolio manager and
research analyst. Ms. Barwick has managed The International Equity Portfolio
since October 1999.
Joanna Bates
Senior Portfolio Manager - Delaware International Advisers Ltd. (The Global
Fixed Income Portfolio, The International Fixed Income Portfolio and The
Diversified Core Fixed Income Portfolio) Ms. Bates is a graduate of London
University. She joined the Fixed Income team at Delaware International in June
1997. Prior to that, she was Associate Director, Fixed Interest at Hill Samuel
Investment Management which she joined in 1990. She had previously worked at
Fidelity International and Save & Prosper as fund manager and analyst for global
bond markets. Ms. Bates is an associate of the Institute of Investment
Management and Research. In making investment decisions for the Portfolios, Ms.
Bates regularly consults with David G. Tilles as well as four global
fixed-income team members. Ms. Bates has managed The Global Fixed Income
Portfolio, The International Fixed Income Portfolio and The Diversified Core
Fixed Income Portfolio since July 1999.
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Christopher S. Beck
Vice President/Senior Portfolio Manager - The Small-Cap Value Equity Portfolio,
The Real Estate Investment Trust Portfolios and The Mid-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 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 has managed The Small-Cap Value Equity Portfolio since
its inception, The Real Estate Investment Trust Portfolios since May 1999 and
The Mid-Cap Value Equity Portfolio since January 1999.
Joshua H. Brooks
Senior Portfolio Manager - Delaware International Advisers Ltd. (The
International Small-Cap Portfolio) Mr. Brooks holds a bachelor's degree from
Yale University and holds an MBA from 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. Mr. Brooks has managed The International Small-Cap
Portfolio since its inception.
Timothy G. Connors
Vice President/Senior Portfolio Manager - The Select Equity Portfolio
Mr. Connors earned a bachelor's degree at the University of Virginia and a MBA
in Finance at Tulane University. He joined Delaware Investments in 1997 after
serving as a Principal at Miller, Anderson & Sherrerd, where he managed equity
accounts, conducted sector analysis and directed research. He previously held
positions at CoreStates Investment Advisers and Fauquier National Bank. He is a
CFA charterholder and a member of the Association for Investment Management and
Research. Mr. Connors has managed The Select Equity Portfolio since its
inception.
George E. Deming
Vice President/Senior Portfolio Manager - The Large-Cap Value Equity Portfolio
Mr. Deming received a 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.
Elizabeth A. Desmond
Director/Senior Portfolio Manager - Delaware International Advisers Ltd. (The
International Equity Portfolio, The Global Equity Portfolio and The
International Large-Cap 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 International Large-Cap Equity Portfolio and the foreign
securities component of The Global Equity Portfolio since their respective dates
of inception and The International Equity Portfolio since October 1999.
J. Paul Dokas
Vice President/Senior Portfolio Manager - The Select 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 Select Equity Portfolio since its inception and will
manage The Asset Allocation Portfolio when it commences operations.
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.
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John B. Fields
Senior Vice President/Senior Portfolio Manager - The Equity Income Portfolio
Mr. Fields, who has 27 years experience in investment management, earned a
bachelor's degree and an MBA from Ohio State University. Before joining Delaware
Investments in 1992, he was Director of Domestic Equity Risk Management at
DuPont. Prior to that time, he was Director of Equity Research at Comerica Bank.
Mr. Fields is a member of the Financial Analysts Society of Wilmington,
Delaware. In researching securities and making investment decisions for the
Portfolio, Mr. Fields regularly consults with a team of Delaware portfolio
managers utilizing the same investment strategy. Mr. Fields has managed The
Equity Income Portfolio since its inception.
Gerald S. Frey
Senior Vice President/Senior Portfolio Manager - The Mid-Cap Growth Equity
Portfolio, The Small-Cap Growth Equity Portfolio and The All-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 Small-Cap Growth Equity
Portfolio and The All-Cap Growth Equity Portfolio since their respective dates
of inception and The Mid-Cap Growth Equity Portfolio since June 1996.
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
The Labor Select International Equity Portfolio and The Emerging Markets
Portfolio since their respective dates of inception and The International Equity
Portfolio since March 1999.
Gavin A. Hall
Senior Portfolio Manager - Delaware International Advisers Ltd. (The
International Small-Cap Portfolio) Mr. Hall joined Delaware International
Advisers in 1991. He began his investment career with Barings Investment
Management Ltd. after attending Dulwich College. In 1988, he became a Portfolio
Manager and Research Analyst covering the United Kingdom market at Hill Samuel
Investment Advisers Ltd. At Delaware International his research responsibilities
have included covering the United Kingdom, Continental European and Asian equity
markets. Mr. Hall has managed The International Small-Cap Portfolio since its
inception.
John Kirk
Senior Portfolio Manager - Delaware International Advisers Ltd. (The Global
Fixed Income Portfolio, The International Fixed Income Portfolio and The
Diversified Core Fixed Income Portfolio) Prior to joining Delaware International
in September of 1998, Mr. Kirk was employed by Royal Bank of Canada, where he
held a number of positions including Head of Capital Markets at RBC (Suisse) in
Geneva and global Head of Assets Swaps in Surrey, England. His most recent role
at Royal Bank of Canada was as joint Head of Fixed Income, Europe and Asia. Mr.
Kirk has managed The Global Fixed-Income Portfolio, The International Fixed
Income Portfolio and The Diversified Core Fixed Income Portfolio since July
1999.
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 an 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.
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Nigel G. May
Senior Portfolio Manager - Delaware International Advisers Ltd. (The
International Large-Cap Equity Portfolio) Mr. May is a graduate of Sidney Sussex
College, Cambridge. Prior to joining Delaware International in 1991, he had been
with Hill Samuel Investment Management Group for five years. Mr. May has managed
The International Large-Cap Equity Portfolio since its inception.
Frank X. Morris
Vice President/Senior Portfolio Manager - 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 Balanced Portfolio since its inception and The Core
Equity Portfolio since March 1999.
Christopher A. Moth
Senior Portfolio Manager - Delaware International Advisers Ltd. (The Global
Fixed Income Portfolio, The International Fixed Income Portfolio and The
Diversified Core Fixed Income Portfolio) Mr. Moth is a graduate of The City
University London. He joined Delaware International in 1992, having previously
worked at the Guardian Royal Exchange in an actuarial capacity, where he was
responsible for technical analysis, quantitative models and projections. Mr.
Moth has been awarded the Certificate in Finance and Investment from the
Institute of Actuaries in London. In making investment decisions for the
Portfolios, Mr. Moth regularly consults with David G. Tilles as well as four
global fixed-income team members. Mr. Moth has managed The Global Fixed-Income
Portfolio, The International Fixed Income Portfolio and The Diversified Core
Fixed Income Portfolio since July 1999.
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.
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.
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 International in 1990 as Managing Director
and Chief Investment Officer, 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 International was Chief
Investment Officer of Hill Samuel Investment Management Ltd.
Thomas J. Trotman
Vice President/Portfolio Manager - The Real Estate Investment Trust Portfolios
Mr. Trotman earned a bachelor's degree in Accounting from Muhlenberg College and
an MBA from Widener University. Prior to joining Delaware Investments in 1995,
he was Vice President and Director of Investment Research at Independence
Capital Management. Before that, he held credit-related positions at Marine
Midland Bank, U.S. Steel Corporation, and Amerada Hess. Mr. Trotman is a CFA
charterholder. Mr. Trotman has been on The Real Estate Investment Trust
Portfolios' management teams since 1998.
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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,
The Small-Cap Growth Equity, The Core Equity and The All-Cap Growth 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
institutionalfixed- 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 International Large-Cap 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, The Core Equity and The All-Cap
Growth 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
International Large-Cap 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
International has entered into a Sub-Advisory Agreement with Delaware on behalf
of The Global Equity Portfolio. Under these Agreements, Delaware and Delaware
International, subject to the control and supervision of the Fund's Board of
Trustees and in conformance with the stated investment objectives and policies
of the respective Portfolios, 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 investment adviser and sub-adviser, where applicable, were paid an aggregate
fee for the last fiscal year for which data are available (as a percentage of
average daily net assets) as follows:
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Investment Management
Fees Paid After Voluntary Waivers
For the Fiscal Year Ended October 31, 1999
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Portfolio
The Large-Cap Value Equity Portfolio [_______%
The Core Equity Portfolio ________%
The Balanced Portfolio 0.55%*
The Equity Income Portfolio 0.55%*
The Select Equity Portfolio 1.00%*
The Mid-Cap Growth Equity Portfolio ________%
The Mid-Cap Value Equity Portfolio ________%
The Small-Cap Value Equity Portfolio 0.75%*
The Small-Cap Growth Equity Portfolio ________%
The Real Estate Investment Trust Portfolio ________%
The Real Estate Investment Trust Portfolio II ________%
The Global Equity Portfolio ________%
The International Equity Portfolio ________%
The Labor Select International Equity Portfolio ________%
The Emerging Markets Portfolio ________%
The International Small-Cap Portfolio 1.00%*
The International Large-Cap Equity Portfolio 0.75%*
The All-Cap Growth Equity Portfolio 0.75%*
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 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.
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Delaware is an indirect, wholly owned subsidiary of Delaware Management
Holdings, Inc. ("DMH). DMH, Delaware and Delaware International are indirect,
wholly owned subsidiaries, and subject to the ultimate control, of Lincoln
National Corporation ("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
Philadelphia, Pennsylvania 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 currently is 200 East
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.
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. ("DSC"), an affiliate of Delaware and an
indirect, wholly owned subsidiary of DMH, provides the Fund with administrative
services pursuant to the Amended and Restated Shareholders Services Agreement
with the Fund 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 trustees of the Fund, and include day-to-day
administration of matters related to the corporate existence of the Fund,
maintenance of its records, preparation of reports, supervision of the Fund's
arrangements with its Custodian Bank, and assistance in the preparation of the
Fund's registration statements under Federal and State laws. The Amended and
Restated Shareholders Services Agreement also provides that DSC will provide the
Fund with dividend disbursing and transfer agent services. DSC is located at
1818 Market Street, Philadelphia, PA 19103. For its services under the Amended
and Restated Shareholders Services Agreement, the Fund pays DSC an annual fixed
fee, payable monthly, and allocated among the Portfolios of the Fund based on
the relative percentage of assets of each Portfolio. DSC also provides
accounting services to the Fund pursuant to the terms of a separate Fund
Accounting Agreement. DSC provides The Asset Allocation Portfolio with similar
services pursuant to an Amended and Restated Shareholder Services Agreement with
the Fund and a Fund Accounting Agreement with Foundation Funds.
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 or Foundation Funds. DDLP provides The
Asset Allocation Portfolio with similar services to the Fund pursuant to a
Distribution Agreement with Foundation Funds. DDLP is an indirect, wholly owned
subsidiary of DMH.
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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
Foundation Funds.
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SHAREHOLDER SERVICES
Special Reports and Other Services. The Fund will provide client shareholders
with the following information:
o Audited annual financial reports
o Unaudited semi-annual financial reports.
o Detailed monthly appraisal of the status of their account and a complete
review of portfolio assets, performance results and other pertinent data.
In addition, the investment 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*
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, The International Small-Cap Portfolio or The International
Large-Cap Equity 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, The
International Small-Cap Portfolio or The International Large-Cap Equity
Portfolio and a shareholder of The Emerging Markets Portfolio, The Global Equity
Portfolio, The International Small-Cap Portfolio or The International Large-Cap
Equity Portfolio will be assessed a redemption reimbursement fee by the
respective Portfolio when exchanging out of The Emerging Markets Portfolio, The
Global Equity Portfolio, The International Small-Cap Portfolio or The
International Large-Cap Equity 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.
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How to Purchase Shares
Shares of each Portfolio described in this Prospectus 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's
(NYSE) regular trading hours (ordinarily 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, The International Small-Cap and The International Large-Cap Equity
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 Portfolios, 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, 0.55% of the dollar amount invested for The International Small-Cap
Portfolio and 0.45% of the dollar amount invested for The International
Large-Cap Equity 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
Emerging Markets Portfolio, The Global Equity Portfolio, The International
Small-Cap Portfolio and The International Large-Cap Equity Portfolio may elect
to pay the purchase reimbursement fee or, with the agreement of the Portfolio's
adviser, 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 Emerging Markets Portfolio, The Global Equity
Portfolio, The International Small-Cap Portfolio and The International Large-Cap
Equity Portfolio electing to do so should contact the Fund at (1-800-231-8002)
for further information.
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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 (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*
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.
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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 0.45% of the amount redeemed; and for The
International Large-Cap Equity Portfolio, the reimbursement fee paid to the
Portfolio is equal to 0.35% of the amount redeemed.
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, The
International Small-Cap Portfolio, The International Large-Cap 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*
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.
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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 on 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 International
Small-Cap Portfolio, The Global Equity Portfolio, The International
Large-Cap 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, The International
Large-Cap Equity 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 Portfolio, The Global Equity Portfolio, The
International Large-Cap 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, The Global
Equity Portfolio, The International Small-Cap Portfolio and The International
Large-Cap 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.
Important Redemption Information. Because the Fund's shares are sold to
institutions and high net-worth individual 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
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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 International
Small-Cap, The Global Equity, The International Large-Cap 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, The
International Small-Cap and The International Large-Cap Equity 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,
The Global Equity Portfolio, The International Small-Cap Portfolio or The
International Large-Cap Equity Portfolio (and, indirectly, such 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 investment adviser'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.
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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
(ordinarily 4:00 p.m. Eastern Time) 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 at the time when net assets are
valued. Unlisted domestic equity securities are valued at the last sale price as
of the close of the NYSE. Unlisted securities and listed securities not traded
on the valuation date for which market quotations are readily available are
valued at a price that is considered to best represent fair value within a range
not in excess of the current asked price nor less than the current bid prices.
Domestic equity securities traded over-the-counter, domestic equity securities
which are not traded on the valuation date and U.S. government securities are
priced at the mean of the bid and ask price.
Bonds and other fixed-income securities are valued according to the broadest and
most representative market, which will ordinarily be the over-the-counter
market. In addition, bonds and other fixed-income securities may be valued on
the basis of prices provided by a pricing service when such prices are believed
to reflect the fair market value of such securities. Securities with remaining
maturities of 60 days or less are valued at amortized cost, if it approximates
market value.
Foreign securities may trade on weekends or other days when the Fund does not
price its shares. While the value of the Fund's assets may change on these days,
you will not be able to purchase or redeem Fund shares.
Exchange-traded options are valued at the last reported sales price or, if no
sales are reported, at the mean between the last reported bid and ask prices.
Non-exchange traded options are valued at fair value using a mathematical model.
Futures contracts are valued at their daily quoted settlement price. The value
of other assets and securities for which no quotations are readily available
(including restricted securities) are determined in good faith at fair value
using methods determined by the Fund's Board of Trustees.
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 exchange rate of such currencies against the U.S. dollar as
provided by an independent pricing service or any major financial institution,
including The Chase Manhattan Bank, the Fund's custodian.
-124-
<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 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 International Equity, The International
Large-Cap Equity, The Small-Cap Growth Equity, The Asset Allocation, The Core
Equity, The All-Cap Growth 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.
-125-
<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 International Large-Cap 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 International Large-Cap 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.
-126-
<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 reports, along with the
Fund's financial statements, are included in the Fund's annual reports, which
are available upon request by calling 800-231-8002.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
The Large-Cap
Value Equity Portfolio
Year Ended 10/31
1999 1998 1997 1996 1995
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 18.530 $ 16.460 $ 14.660 $ 13.080
Income from investment operations:
Net investment income 0.308 0.381 0.440 0.430
Net realized and unrealized
gain on investments 2.022 3.599 2.960 1.980
--------- -------- -------- -------
Total from investment operations 2.330 3.980 3.400 2.410
--------- -------- -------- -------
Less dividends and distributions:
Dividends from net investment income (0.380) (0.410) (0.440) (0.340)
Distributions from net realized
gain on investments (2.700) (1.500) (1.160) (0.490)
--------- -------- -------- -------
Total dividends and distributions (3.080) (1.910) (1.600) (0.830)
--------- -------- -------- -------
Net asset value, end of period $ 17.780 $ 18.530 $ 16.460 $ 14.660
========= ======== ======== =======
Total return(2) 13.50% 26.73% 24.87% 19.77%
Ratios and supplemental data:
Net assets, end of period (000 omitted) $ 117,858 $ 81,102 $ 67,179 $ 51,947
Ratio of expenses to average net assets 0.68% 0.66% 0.67% 0.68%
Ratio of expenses to average net
assets prior to expense limitation
and expenses paid indirectly 0.71% 0.67% 0.70% 0.71%
Ratio of net investment income
to average net assets 1.91% 2.15% 2.85% 3.33%
Ratio of net investment income
to average net assets
prior to expense limitation
and expenses paid indirectly 1.88% 2.14% 2.83% 3.30%
Portfolio turnover 85% 73% 74% 88%
- ------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Ratios have been annualized but total return has not been
annualized.
(2) Total return reflects voluntary expense limitations.
-127-
<PAGE>
- ------------------------------------------------------------------------------
The Core
Equity Portfolio
Period
Year 9/15/98(2)
Ended through
10/31/99 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(3) 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
and expenses paid indirectly 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 and expenses paid
indirectly 0.09%
Portfolio turnover 53%
- ------------------------------------------------------------------------------
(1) Ratios have been annualized but total return has not been annualized.
(2) Date of commencement of operations; ratios have been annualized but total
return has not been annualized.
(3) Total return reflects voluntary expense limitations.
-128-
<PAGE>
- ------------------------------------------------------------------------------
The Mid-Cap
Value Equity Portfolio
Period
12/29/97(2)
Year Ended through
10/31/99 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 (loss) 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(3) (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
and expenses paid indirectly 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
and expenses paid indirectly 0.84%
Portfolio turnover 155%
- ------------------------------------------------------------------------------
(1) Ratios have been annualized but total return has not been annualized.
(2) Date of commencement of operations; ratios have been annualized but total
return has not been annualized.
(3) Total return reflects voluntary expense limitations.
-129-
<PAGE>
- -------------------------------------------------------------------------------
The Small-Cap
Growth Equity Portfolio
Period
9/15/98(2)
Year Ended through
10/31/99 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(3) 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
and expenses paid indirectly 1.78%
Ratio of net investment income
to average net assets 1.72%
Ratio of net investment income (loss)
to average net assets
prior to expense limitation
and expenses paid indirectly 0.83%
Portfolio turnover 98%
- -------------------------------------------------------------------------------
(1) Ratios have been annualized but total return has not been annualized.
(2) Date of commencement of operations; ratios have been annualized but total
return has not been annualized.
(3) Total return reflects voluntary expense limitations.
-130-
<PAGE>
- ------------------------------------------------------------------------------
The Small-Cap
Value
Equity Portfolio
Period 3/29/99(1)
through
10/31/99
- ------------------------------------------------------------------------------
Net asset value, beginning of period
Income from investment operations:
Net investment income
Net realized and unrealized
gain on investments
Total from investment operations
Less dividends and distributions:
Dividends from net investment income
Distributions from net realized
gain on investments
Total dividends and distributions
Net asset value, end of period
Total return
Ratios and supplemental data:
Net assets, end of period (000 omitted)
Ratio of expenses to average net assets
Ratio of expenses to average net assets
prior to expense limitation
and expenses paid indirectly
Ratio of net investment income
to average net assets
Ratio of net investment income
to average net assets
prior to expense limitation
and expenses paid indirectly
Portfolio turnover
- ------------------------------------------------------------------------------
(1) Date of commencement of operations; ratios have been annualized but total
return has not been annualized.
-131-
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
The Mid-Cap
Growth Equity Portfolio
Year Ended 10/31
1999 1998 1997 1996 1995
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $13.680 $14.570 $12.860 $11.010
Income from investment operations:
Net investment income (loss) 0.011 (0.117) (0.019) 0.043
Net realized and unrealized
gain on investments 0.009 1.607 2.392 2.055
----- ----- ----- -----
Total from investment operations 0.020 1.490 2.373 2.098
----- ----- ----- -----
Less dividends and distributions:
Dividends from net investment income none none (0.043) (0.012)
Distributions from net realized
gain on investments (6.240) (2.380) (0.620) (0.236)
------- ------- ------- -------
Total dividends and distributions (6.240) (2.380) (0.663) (0.248)
------- ------- ------- -------
Net asset value, end of period $7.460 $13.680 $14.570 $12.860
====== ======= ======= =======
Total return(2) 1.47% 11.84% 19.19% 19.61%
Ratios and supplemental data:
Net assets, end of period (000 omitted) $4,879 $10,317 $28,526 $29,092
Ratio of expenses to average net assets 0.59% 0.93% 0.90% 0.93%
Ratio of expenses to average net assets
prior to expense limitation
and expenses paid indirectly 1.71% 1.40% 1.01% 1.08%
Ratio of net investment income (loss)
to average net assets 0.13% (0.29%) (0.18%) 0.37%
Ratio of net investment income (loss)
to average net assets
Prior to expense limitation
and expenses paid indirectly (0.99%) (0.76%) (0.29%) 0.22%
Portfolio turnover 154% 117% 95% 64%
- ---------------------------------------------------------------------------------------------------------
</TABLE>
- -----------
(1) Ratios have been annualized but total return has not been annualized.
(2) Total return reflects voluntary expense limitations.
-132-
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
The Real Estate
Investment Trust Portfolio II
Period
11/4/97(2)
Year Ended through
10/31/99 10/31/98
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
Net asset value, beginning of period $16.340
Income 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(3) (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 and 1.43%
expenses paid indirectly
Ratio of net investment income
to average net assets 5.34%
Ratio of net investment income
to average net assets
prior to expense limitation and 4.77%
expenses paid indirectly
Portfolio turnover 54%
- --------------------------------------------------------------------------------------------------
</TABLE>
(1) Ratios have been annualized but total return has not been annualized.
(2) Date of commencement of operations; ratios have been annualized but total
return has not been annualized.
(3) Total return reflects voluntary expense limitations.
-133-
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
The Aggregate
Fixed Income Portfolio
Period
12/29/97(2)
Year Ended through
10/31/99 10/31/98
- ------------------------------------------------------------------------------------------
<S> <C> <C>
Net asset value, beginning of period $8.500
Income from investment operations:
Net investment income 0.415
Net realized and unrealized
gain (loss) 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(3) 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%
and expenses paid indirectly
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%
and expenses paid indirectly
Portfolio turnover 438%
- ------------------------------------------------------------------------------------------
</TABLE>
(1) Ratios have been annualized but total return has not been annualized.
(2) Date of commencement of operations; ratios have been annualized but total
return has not been annualized.
(3) Total return reflects voluntary expense limitations.
-134-
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
The Diversified
Core Fixed Income Portfolio
Period
12/29/97(2)
Year Ended through
10/31/99 10/31/98
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
Net asset value, beginning of period $8.500
Income from investment operations:
Net investment income(3) 0.533
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(4) 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%
and expenses paid indirectly
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%
and expenses paid indirectly
Portfolio turnover 312%
- --------------------------------------------------------------------------------------------------
</TABLE>
(1) Ratios have been annualized but total return has not been annualized.
(2) Date of commencement of operations; ratios have been annualized but total
return has not been annualized.
(3) Per share information for the period ended October 31, 1998 was based on the
average shares outstanding method.
(4) Total return reflects voluntary expense limitations.
-135-
<PAGE>
<TABLE>
<CAPTION>
The Real Estate Investment Trust Portfolio
Period Period
11/4/97(1) Year Ended 10/31 12/6/95(1)
Year Ended through through
10/31/99 10/31/98(2) 1998(3) 1997(3) 10/31/96(3)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $16.340 $16.260 $12.490 $10.000
Income 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 (0.895) (0.865) (0.720) (0.100)
investment income
Distributions from net realized
gains 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 $40,807 $13,340 $60,089 $26,468
(000 omitted)
Ratio of expenses to average 0.86% 1.11% 0.82% 0.89%
net assets
Ratio of expenses to average
net assets prior to expense 1.02% 1.27% 0.99% 1.02%
limitation and expenses paid
indirectly
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% 4.15% 4.08% 6.57%
and expenses paid indirectly
Portfolio turnover 51% 51% 58% 109%
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Date of commencement of operations; 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 redesignated the "REIT Fund A Class," became subject
to Rule 12b-1 Distribution Plan fees and is offered in a separate
prospectus.
(4) Total investment return is based on the change in net asset value of a
share during the period and assumes reinvestment of distributions at net
asset value and does not reflect the impact of a sales charge. Total
return reflects voluntary expense limitations.
(5) Ratios have been annualized but total return has not been annualized.
-136-
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
The Intermediate Fixed Income Portfolio
Period
Year Ended 3/12/96(2)
10/31 through
1999 1998 1997 10/31/96
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <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 (loss) 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(3) 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%
and expenses paid indirectly
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%
and expenses paid indirectly
Portfolio turnover 181% 205% 232%
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Ratios have been annualized but total return has not been annualized.
(2) Date of commencement of operations; ratios have been annualized but total
return has not been annualized.
(3) Total return reflects voluntary expense limitations.
-137-
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
The High-Yield Bond Portfolio
Period
Year Ended 12/2/96(2)
10/31 through
1999 1998 10/31/97
- -----------------------------------------------------------------------------------------------------
<S> <C> <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(3) 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%
and expenses paid indirectly
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%
and expenses paid indirectly
Portfolio turnover 211% 281%
- -----------------------------------------------------------------------------------------------------
</TABLE>
(1) Ratios have been annualized but total return has not been annualized.
(2) Date of commencement of operations; ratios have been annualized but total
return has not been annualized.
(3) Total return reflects voluntary expense limitations.
-138-
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
The Global Equity Portfolio
Period
Year Ended 10/15/97(2)
10/31 through
1999 1998 10/31/97
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net asset value, beginning of period $8.120 $8.500
Income from investment operations:
Net investment income(3) 0.184 0.009
Net realized and unrealized
gain (loss) on investments and 0.486 (0.389)
foreign currencies ----- -------
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(4) 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%
and expenses paid indirectly
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%
and expenses paid indirectly
Portfolio turnover 47% 0%
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Ratios have been annualized but total return has not been annualized.
(2) Date of commencement of operations; ratios have been annualized but total
return has not been annualized.
(3) Per share information for the period ended April 30, 1999 but the year ended
October 31, 1998 was based on the average shares outstanding method.
(4) Total return reflects voluntary expense limitations.
-139-
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
The Labor Select
International Equity Portfolio
Period
Year Ended 12/19/95(2)
10/31 through
1999 1998 1997 10/31/96
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $12.990 $11.690 $10.000
Income from investment operations:
Net investment income(3) 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(4) 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%
and expenses paid indirectly
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%
and expenses paid indirectly
Portfolio turnover 2% 11% 7%
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Ratios have been annualized but total return has not been annualized.
(2) Date of commencement of operations; ratios have been annualized but total
return has not been annualized.
(3) Per share information for the period ended April 30, 1999 and the year ended
October 31, 1998 was based on the average shares outstanding method.
(4) Total return reflects voluntary expense limitations.
-140-
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
The International Equity Portfolio
Year Ended
10/31
1999 1998 1997 1996 1995
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $15.860 $14.780 $13.120 $13.110
Income from investment operations:
Net investment income(2) 0.400 0.329 0.506 0.475
Net realized and unrealized
gain on investments
and foreign currencies 0.370 1.271 1.794 0.001
----- ----- ----- -----
Total from investment operations 0.770 1.600 2.300 0.476
----- ----- ----- -----
Less dividends and distributions:
Dividends from net (0.610) (0.520) (0.490) (0.170)
investment income
Distributions from net realized
gain on investments (0.150) None (0.150) (0.296)
------- ---- ------- -------
Total dividends and distributions (0.760) (0.520) (0.640) (0.466)
------- ------- ------- -------
Net asset value, end of period $15.870 $15.860 $14.780 $13.120
======= ======= ======= =======
Total return(3) 4.96% 11.01% 18.12% 3.91%
Ratios and supplemental data:
Net assets, end of period $616,229 $500,196 $299,950 $156,467
(000 omitted)
Ratio of expenses to average 0.91% 0.93% 0.89% 0.90%
net assets
Ratio of expenses to average
net assets prior to expense 0.91% 0.93% 0.89% 0.90%
limitation and expenses paid indirectly
Ratio of net investment income
to average net assets 2.50% 2.21% 4.36% 4.81%
Ratio of net investment income
to average net assets
prior to expense limitation 2.50% 2.21% 4.36% 4.81%
and expenses paid indirectly
Portfolio turnover 5% 8% 8% 20%
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Ratios have been annualized but total return has not been annualized.
(2) Per share information for the period ended April 30, 1999 and the year ended
October 31, 1998 was based on the average shares outstanding method.
(3) Total return reflects voluntary expense limitations.
-141-
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
The Emerging
Markets Portfolio
Period
Year Ended 4/14/97(2)
10/31 through
1999 1998 10/31/97
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net asset value, beginning of period $9.200 $10.000
Income from investment operations:
Net investment income(3) 0.153 0.028
Net realized and unrealized
gain (loss) on investments (0.348) (0.828)
------- -------
and foreign currencies
Total from investment operations (3.195) (0.800)
------- -------
Less dividends and distributions:
Dividends from net investment income (0.025) none
Distributions from net realized
gain on investments (0.140) none
Total dividends and distributions (0.165) none
Net asset value, end of period $5.840 $9.200
====== ======
Total return(4) (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%
and expenses paid indirectly
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
and expenses paid indirectly
Portfolio turnover 39% 46%
- ----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Ratios have been annualized but total return has not been annualized.
(2) Date of commencement of operations; ratios have been annualized but total
return has not been annualized.
(3) Per share information for the period ended April 30, 1999 and the year ended
October 31, 1998 was based on the average shares outstanding method.
(4) Total return reflects voluntary expense limitations.
-142-
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
The International Fixed Income Portfolio
Period
Year Ended 4/11/97(2)
10/31 through
1999 1998 10/31/97
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net asset value, beginning of period $10.660 $10.000
Income from investment operations:
Net investment income(3) 0.558 0.236
Net realized and unrealized
gain (loss) on investments 0.045 0.474
and foreign currencies ----- -----
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(4) 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%
and expenses paid indirectly
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% 5.79%
and expenses paid indirectly
Portfolio turnover 104% 145%
- ---------------------------------------------------------------------------------------------------------
</TABLE>
(1) Ratios have been annualized but total return has not been annualized.
(2) Date of commencement of operations; ratios have been annualized but total
return has not been annualized.
(3) Per share information for the period ended April 30, 1999 and the year ended
October 31, 1998 was based on the average shares outstanding method.
(4) Total return reflects voluntary expense limitations.
-143-
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
The Global Fixed Income Portfolio
Year Ended 10/31
1999 1998 1997 1996 1995
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $11.220 $11.620 $11.040 $9.790
Income from investment operations:
Net investment income(2) 0.610 0.721 0.777 0.736
Net realized and unrealized
gain (loss) on investments 0.037 (0.116) 0.725 0.924
and foreign currencies ----- ------- ----- -----
Total from investment operations 0.647 0.605 1.502 1.660
----- ----- ----- -----
Less dividends and distributions:
Dividends from net investment income (0.630) (0.835) (0.720) (0.410)
Distributions from net realized
gain on investments
(0.177) (0.170) (0.202) none
------- ------- ------- ----
Total dividends and distributions (0.807) (1.005) (0.922) (0.410)
------- ------- ------- -------
Net asset value, end of period $11.060 $11.220 $11.620 $11.040
======= ======= ======= =======
Total return(3) 6.28% 5.59% 16.40% 17.38%
Ratios and supplemental data:
Net assets, end of period (000 omitted) $660,741 $431,076 $252,068 $99,161
Ratio of expenses to average net assets 0.60% 0.60% 0.60% 0.60%
Ratio of expenses to average net assets
prior to expense limitation 0.62% 0.65% 0.66% 0.68%
and expenses paid indirectly
Ratio of net investment income 5.71% 6.28% 8.52% 6.73%
to average net assets
Ratio of net investment income
to average net assets 5.69% 6.23% 8.46% 6.65%
prior to expense limitation
and expenses paid indirectly
Portfolio turnover 131% 114% 63% 77%
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Ratios have been annualized but total return has not been annualized.
(2) Per share information for the period ended April 30, 1999 and the year ended
October 31, 1998 was based on the average shares outstanding method.
(3) Total return reflects voluntary expense limitations.
-144-
<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.
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.
-145-
<PAGE>
Commercial Paper
Excerpts from Moody's description of its two highest commercial paper ratings:
P-1--the highest grade possessing greatest relative strength; P-2--second
highest grade possessing less relative strength than the highest grade.
Excerpts from S&P's description of its two highest commercial paper ratings:
A-1--judged to be the highest investment grade category possessing the highest
relative strength; A-2--investment grade category possessing less relative
strength than the highest rating.
-146-
<PAGE>
APPENDIX B
===============================================================================
SUPPLEMENTAL INFORMATION REGARDING THE EMERGING MARKETS PORTFOLIO
COMPARATIVE PERFORMANCE
ABOUT THE EMERGING MARKETS PORTFOLIO
- -------------------------------------------------------------------------------
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
the Delaware 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 and two-year period ended September 30, 1999, and
for the period from the commencement of its operations on April 14, 1997 through
September 30, 1999. The Institutional Class of the G&I Emerging Markets Fund has
achieved the performance set forth below for the one-year period, two-year
period and three-year period ended September 30, 1999, for the period from April
14, 1997 through September 30, 1999, and for the period from the commencement of
its operations on June 10, 1996 through September 30, 1999. Performance
information for the Morgan Stanley Capital International Emerging Markets Free
Index, an unmanaged index, has also been provided.
The Emerging Markets G&I Emerging MSCI Emerging
Portfolio of DPT(1,2) Markets Fund(1,3) Markets Free Index(1,4)
- -------------------------------------------------------------------------------
One Year ..... 32.27% One Year ........ 32.65% One Year ........56.53%
Two Year ..... (16.73%) Two Year ........ (19.19%) Two Year ........(9.61%)
Lifetime ..... (11.12%) 4/14/97-9/30/99 . (12.28%) 4/30/97-9/30/99 .(8.54%)
Three Year ...... (6.50%) Three Year ......(4.51%)
Lifetime ........ (5.69%) 6/30/96-9/30/99 .(5.25%)
-147-
<PAGE>
(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 and two-year period ended September 30, 1999, and for the
lifetime period from the commencement of operations on April 14, 1997
through September 30, 1999 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 waivers, performance would have been reduced.
(3) The performance presented is the average annual total return for the
one-year period, two-year period and three-year period ended September 30,
1999, for the period from April 14, 1997 through September 30, 1999, and
for the lifetime period from the commencement of operations on June 10,
1996 through September 30, 1999 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, two-year period and three-year period ended September 30,
1999, for the period from April 30, 1997 through September 30, 1999, and
for the period from June 30, 1996 through September 30, 1999 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.
-148-
<PAGE>
APPENDIX B
===============================================================================
SUPPLEMENTAL INFORMATION REGARDING THE EMERGING MARKETS PORTFOLIO
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 1.00% for The Emerging Markets Portfolio of DPT compared to a maximum
fee of 1.25% for the G&I Emerging Markets Fund.
-149-
<PAGE>
GROWTH OF $10,000 INVESTMENT
===============================================================================
DISTRIBUTIONS REINVESTED JUNE 10, 1996 - SEPTEMBER 30, 1999
G & I Emerging Markets Lipper Emerging Markets MSCI Emerging Markets
Fund(1) Fund Average(2) Free Index(3)
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
10/98 6,544 6,542 5,925
11/98 7,050 6,953 6,418
12/98 6,545 6,893 6,325
1/99 5,966 6,862 6,223
2/99 6,163 7,112 6,284
3/99 6,862 7,448 6,723
4/99 7,856 8,457 7,992
5/99 7,801 8,374 7,945
6/99 8,610 9,375 8,847
7/99 8,391 9,176 8,607
8/99 8,260 9,107 8,685
9/99 8,195 8,800 8,391
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. Delaware
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 87 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.
-150-
<PAGE>
QUARTERLY RESULTS
===============================================================================
JUNE 30, 1996 - SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
Delaware Pooled Trust, Inc. G & I Emerging MSCI Emerging Markets G & I Emerging Markets Fund
The Emerging Markets Portfolio Markets Fund Free Index Relative Return*
<S> <C> <C> <C> <C>
Q396 0.3% -3.6% 4.0%
Q496 0.7% -0.6% 1.3%
Q197 12.1% 8.5% 3.3%
Q297 11.9% 13.4% 8.6% 4.4%
Q397 -3.6% -2.3% -9.0% 7.4%
Q497 -16.7% -18.3% -17.5% -1.0%
Q198 7.0% 7.0% 6.2% 0.8%
Q298 -24.3% -26.0% -23.6% -3.1%
Q398 -22.4% -24.0% -22.0% -2.6%
Q498 3.5% 6.0% 18.0% -10.2%
Q199 5.4% 4.8% 12.4% -6.8%
Q299 26.6% 25.5% 24.4% 0.9%
Q399 -4.2% -4.8% -5.2% 0.4%
</TABLE>
* G & I Emerging Markets Fund Relative Return is the geometric difference
between the quarterly performance of the Delaware Group Global &
International Funds, Inc. Delaware 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 + 0.003} / {1 -
0.036}) - 1 = 4.0%. Performance of the Index has not been adjusted to reflect
management fees or other expenses. Past performance may not be indicative of
future results.
-151-
<PAGE>
<TABLE>
<CAPTION>
DEFENSIVE CHARACTERISTICS(1)
========================================================================================
JUNE 30, 1996 - SEPTEMBER 30, 1999
G & I Emerging Markets MSCI Emerging Markets US Consumer
Fund(2) Free Index(3) Price Index(4)
<S> <C> <C> <C>
Bull Market PERFORMANCE 89.7% 106.4%
Bear Market PERFORMANCE -56.8% -59.3%
Total PERFORMANCE (ANNUALIZED) -5.9% -5.3% 2.2%
Number of Quarters
- ----------------------------------------------------------------------------------------
6 7 13
</TABLE>
(1) A Bull Market quarter is defined as one in which the MSCI EMF Index showed
a positive US dollar return, and a Bear Market quarter 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.
Delaware 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 + 0.897) x (1 - 0.568) =
0.819 or (5.9%) annualized.
-152-
<PAGE>
COMPARATIVE ANNUALIZED PERFORMANCE
AGAINST COMPETITORS(1)
===============================================================================
JUNE 30, 1996 - SEPTEMBER 30, 1999
Minimum 75th Percentile Median 25th Percentile Maximum
-17.6% -6.6% -4.4% -2.3% 5.1%
G&I Emerging Markets Fund(2) MSCI Emerging Markets Free Index(3)
-5.9% -5.3%
(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. Delaware Emerging Markets Fund (the "G &
I Emerging Markets Fund") Institutional Class for the period June 30, 1996
to September 30, 1999 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, 1999 is (5.69%), for
the one-year period ended September 30, 1999 is 32.65%, for the two-year
period ended September 30, 1999 is (19.19%) and for the three-year period
ended September 30, 1999 is (6.50%). 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.
-153-
<PAGE>
APPENDIX C
- --------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION REGARDING THE INTERNATIONAL SMALL CAP PORTFOLIO
COMPARATIVE PERFORMANCE
ABOUT THE INTERNATIONAL SMALL CAP PORTFOLIO
- --------------------------------------------------------------------------------
The International Small Cap Portfolio of Delaware Pooled Trust, Inc. ("The
International Small Cap Portfolio of DPT") commenced operations on July 19,
1999. Delaware International Advisers Ltd. ("Delaware International"), the
investment adviser to The International Small Cap Portfolio of DPT, also serves
as investment manager to the Delaware International Small Cap Fund (the
"International Small Cap Fund"), which is an investment series of Delaware Group
Global & International Funds. Shares of the International Small Cap Fund were
initially offered to the public on December 19, 1997. Except as set forth below,
The International Small Cap Portfolio of DPT and the International Small Cap
Fund are managed with substantially similar investment objectives, policies and
strategies.
The International Small Cap Portfolio of DPT has achieved the performance set
forth below for the period from the commencement of its operations on July 19,
1999 through September 30, 1999. The Institutional Class of the International
Small Cap Fund has achieved the performance set forth below for the period from
July 19, 1999 through September 30, 1999, the one-year period ended September
30, 1999, and for the period from the commencement of its operations on December
19, 1997 through September 30, 1999. Performance for the Salomon Smith Barney
Extended Market Ex-U.S. Index, has also been provided.
<TABLE>
<CAPTION>
The International Small Cap International SSB Extended
Portfolio of DPT(1,2) Small Cap Fund(1,3) Market Ex-US(1,4)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Lifetime.................6.98% 7/19/99-9/30/99..........6.62% 7/19/99-9/30/99..........5.09%
One Year................49.77% One Year................28.02%
12/19/97-9/30/99........18.05% 12/19/97-9/30/99........12.87%
</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 aggregate total return for the period from
the commencement of its operations on July 19, 1999 through September 30,
1999 for The International Small Cap 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 1.20%. In the absence of such
waiver, performance would have been reduced.
(3) The performance presented is the aggregate total return for the period from
July 19, 1999 through September 30, 1999, the one-year period ended
September 30, 1999, and for the period from the commencement of its
operations on December 19, 1997 through September 30, 1999 for the
International Small Cap Fund Institutional Class, which is available only to
certain eligible investors. The International Small Cap Fund also offers and
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 1.25%. In
the absence of such waiver, performance would have been reduced.
(4) The performance presented is the aggregate total return for the period from
July 19, 1999 through September 30, 1999, the one-year period ended
September 30, 1999, and the period from December 19, 1997 through September
30, 1999 for the Salomon Smith Barney Extended Market Ex-U.S. Index, an
unmanaged index. Performance of the index has not been adjusted to reflect
fees or expenses.
-154-
<PAGE>
APPENDIX C
- --------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION REGARDING THE INTERNATIONAL SMALL CAP PORTFOLIO
The performance of the International Small Cap Fund has been presented to
provide investors with additional information on which to base their investment
decisions. The performance of the International Small Cap Fund is not the
performance of the The International Small Cap Portfolio of DPT and should not
be considered as a substitute for the performance of The International Small Cap
Portfolio of DPT. The performance of the International Small Cap Fund should not
be considered indicative of the past or future performance of The International
Small Cap Portfolio of DPT.
The charts on the following pages contain certain additional performance
information. For a description of the differences between The International
Small Cap Portfolio of DPT and the International Small Cap Fund, see Differences
Between Funds.
Differences Between Funds
- --------------------------------------------------------------------------------
For the period from December 1997 through August 1999, the International Small
Cap Fund contained allocations to emerging market countries, which were
meaningful but did not exceed 30%. In August 1999, the allocation to emerging
market countries was eliminated with the exception of two Malaysian stocks. The
emerging market stocks were eliminated to reduce the amount of risk inherent in
the Fund. Emerging market countries are still permitted in both the
International Small Cap Fund and The International Small Cap Portfolio of DPT,
but are not likely to be a major focus at this time.
The investment objective of The International Small Cap Portfolio of DPT is
identical to the investment objective of the International Small Cap 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 The International Small Cap Portfolio of DPT, cash flows
tend to be substantial and irregular, while cash flows in the International
Small Cap 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 International Small Cap Portfolio of DPT and the
International Small Cap Fund Institutional Class may be purchased and sold
without the imposition of a sales charge; however, investors in The
International Small Cap Portfolio of DPT are subject to a purchase reimbursement
fee equal to 0.55% and a redemption reimbursement fee equal to 0.45% (as a
percentage of the dollar amount purchased or redeemed). The reimbursement fees,
which are paid directly to The International Small Cap 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
International Small Cap Portfolio of DPT and its existing shareholders would
have to bear such costs. The International Small Cap Fund does not assess
reimbursement fees; therefore, all transaction costs associated with purchases
and redemptions are borne by the International Small Cap Fund.
After giving effect to voluntary expense limitations described in each fund's
prospectus, the total operating expenses of The International Small Cap
Portfolio of DPT during the current fiscal year are not expected to exceed 1.20%
of the average net assets of the Portfolio, compared to 1.25% for the
Institutional Class of the International Small Cap Fund. A component of the
total operating expenses is the investment management fee payable to Delaware
International, which is 1.00% for The International Small Cap Portfolio of DPT
compared to a maximum fee of 1.25% for the International Small Cap Fund.
-155-
<PAGE>
Growth of $10,000 Investment
- --------------------------------------------------------------------------------
Distributions Reinvested December 19, 1997 - September 30, 1999
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
International Small Cap Fund(1) SSB Extended Market Ex.-U.S. Index(2)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1 11/97 10,000 10,000
- -------------------------------------------------------------------------------------------------
2 12/97 10,094 9,779
- -------------------------------------------------------------------------------------------------
3 1/98 10,129 10,187
- -------------------------------------------------------------------------------------------------
4 2/98 11,341 10,947
- -------------------------------------------------------------------------------------------------
5 3/98 11,588 11,461
- -------------------------------------------------------------------------------------------------
6 4/98 11,776 11,548
- -------------------------------------------------------------------------------------------------
7 5/98 11,493 11,763
- -------------------------------------------------------------------------------------------------
8 6/98 10,599 11,420
- -------------------------------------------------------------------------------------------------
9 7/98 10,375 11,341
- -------------------------------------------------------------------------------------------------
10 8/98 8,999 9,950
- -------------------------------------------------------------------------------------------------
11 9/98 8,975 9,692
- -------------------------------------------------------------------------------------------------
12 10/98 9,940 10,376
- -------------------------------------------------------------------------------------------------
13 11/98 10,587 10,708
- -------------------------------------------------------------------------------------------------
14 12/98 10,681 10,967
- -------------------------------------------------------------------------------------------------
15 1/99 10,511 10,933
- -------------------------------------------------------------------------------------------------
16 2/99 10,415 10,721
- -------------------------------------------------------------------------------------------------
17 3/99 10,742 11,123
- -------------------------------------------------------------------------------------------------
18 4/99 11,771 11,725
- -------------------------------------------------------------------------------------------------
19 5/99 11,626 11,418
- -------------------------------------------------------------------------------------------------
20 6/99 12,607 11,807
- -------------------------------------------------------------------------------------------------
21 7/99 12,813 12,249
- -------------------------------------------------------------------------------------------------
22 8/99 12,849 12,437
- -------------------------------------------------------------------------------------------------
23 9/99 13,442 12,408
- -------------------------------------------------------------------------------------------------
24 12/99
- -------------------------------------------------------------------------------------------------
</TABLE>
Chart assumes $10,000 invested on December 19, 1997 and includes the effect of
the reinvestment of all dividends and capital gains.
(1) Performance of Delaware Group Global & International Funds, Delaware
International Small Cap Fund (the "International Small Cap Fund")
Institutional Class, net of management fees and expenses. Past performance
may not be indicative of future results.
(2) Salomon Smith Barney Extended Market Ex.-U.S. Index, an unmanaged index of
international small cap stocks. The performance of the Index has not been
adjusted to reflect management fees or other expenses.
-156-
<PAGE>
Monthly Results
- --------------------------------------------------------------------------------
December 31, 1997 - September 30, 1999
Delaware Pooled Trust, Inc.
The International Small Cap Portfolio
International Small Cap Fund
SSB Extended Market Ex.-U.S. Index
International Small Cap Fund
Relative Return*
<TABLE>
<CAPTION>
Delaware Pooled
Trust, Inc.-The International
International International Small SSB Extended Market Small Cap Fund
Small Cap Portfolio Cap Fund Ex.-U.S. Index Relative Return
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Dec-97 0.9% -2.2% 3.2%
Jan-98 0.4% 4.2% -3.7%
Feb-98 12.0% 7.5% 4.2%
Mar-98 2.2% 4.7% -2.4%
Apr-98 1.6% 0.8% 0.9%
May-98 -2.4% 1.9% -4.2%
Jun-98 -7.8% -2.9% -5.0%
Jul-98 -2.1% -0.7% -1.4%
Aug-98 -13.3% -12.3% -1.2%
Sep-98 -0.3% -2.6% 2.4%
Oct-98 10.8% 7.1% 3.5%
Nov-98 6.5% 3.2% 3.2%
Dec-98 0.9% 2.4% -1.5%
Jan-99 -1.6% -0.3% -1.3%
Feb-99 -0.9% -1.9% 1.0%
Mar-99 3.1% 3.8% -0.6%
Apr-99 9.6% 5.4% 4.0%
May-99 -1.2% -2.6% 1.4%
Jun-99 8.4% 3.4% 4.9%
Jul-99 0.2% 1.6% 3.7% -2.0%
Aug-99 1.7% 0.3% 1.5% -1.2%
Sep-99 5.0% 4.6% -0.2% 4.9%
</TABLE>
* International Small Cap Fund Relative Return is the geometric difference
between the quarterly performance of Delaware Group Global & International
Funds, Delaware International Small Cap Fund (the "International Small Cap
Fund") Institutional Class, net of management fees and expenses, and the
Salomon Smith Barney Extended Market Ex.-U.S. Index, an unmanaged index of
international small-cap stocks. For example, ({1 + 0.009} / {1 - 0.022}) - 1
= 3.2%. Performance of the Index has not been adjusted to reflect management
fees or other expenses. Past performance may not be indicative of future
results.
-157-
<PAGE>
Comparative Annualized Performance Against Competitors(1)
- --------------------------------------------------------------------------------
December 31, 1997 - September 30, 1999
maximum 52.69%
International
Small Cap Fund
17.79%
25th percentile...............o..............18.27%
median__________________[ ]____________14.62%
75th percentile......SSB Extended Markets....11.35%
Ex-U.S. Index
14.57%
minimum -16.55%
(1) Percentile, Maximum, Median and Minimum data are from Callan International
Small Cap Equity universe, consisting of 15 funds during the measurement
period.
(2) Performance represents the compound total return of the Delaware Group
Global & International Funds, Delaware International Small Cap Fund (the
"International Small Cap Fund") Institutional Class for the period December
31, 1997 to September 30, 1999 and is net of management fees and fund
expenses. The average annual total return for the lifetime period from the
commencement of operations on December 19, 1997 through September 30, 1999
is 18.05% and for the one-year period ended September 30, 1999 is 49.77%.
Past performance may not be indicative of future results.
(3) Salomon Smith Barney Extended Market Ex.-U.S. Index is an unmanaged index of
international small-cap stocks. The compound total return of the Index has
not been adjusted to reflect management fees or other expenses.
-158-
<PAGE>
Delaware Pooled Trust
Additional information about the Portfolios' 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 each Portfolio's performance during its
last fiscal period. You can find more detailed information about the Portfolios
and the Fund 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 Portfolios 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 Portfolios, including
their Statement of Additional Information, can be reviewed and copied at the
SEC's Public Reference Room in Washington, D.C. You can get information on the
public reference room by calling the SEC at 1-800-SEC-0330.
E-mail
[email protected]
Shareholder Inquiries
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
-159-
<PAGE>
DELAWARE POOLED TRUST
STATEMENT OF ADDITIONAL INFORMATION
DATED MARCH 1, 2000
-----------------------------------
Delaware Pooled Trust ("Pooled Trust") is an open-end management
investment company. Pooled Trust consists of various series ("Portfolios")
offering a broad range of investment choices. Pooled Trust is designed to
provide clients with attractive alternatives for meeting their investment needs.
This Statement of Additional Information ("SAI") (Part B of Pooled Trust's
registration statement) addresses information of Pooled Trust 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. 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 Portfolios'
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 at One Commerce Square, 2005 Market Street, Philadelphia,
PA 19103, Attn: Client Services or call Pooled Trust at 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 800-523-1918 for the Class A, B and C Shares or 800-510-4015 for
the Institutional Class.
<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
<S> <C>
Fund History 2
Investment Policies, Portfolio Techniques and Risk Considerations 2
Accounting and Tax Issues 34
Trading Practices and Brokerage 38
Portfolio Turnover 41
Purchasing Shares 43
Investment Plans 54
Determining Offering Price and Net Asset Value 62
Redemption and Exchange 64
Dividends and Capital Gain Distributions 74
Taxes 76
Investment Management Agreements and Sub-Advisory Agreements 78
Officers and Trustees 85
General Information 111
Performance Information 114
Financial Statements 123
Appendix A - Ratings 124
Appendix B - Investment Objectives of the Funds in the Delaware Investments Family 126
</TABLE>
1
<PAGE>
FUND HISTORY
Pooled Trust was originally incorporated under the laws of the State of
Maryland on May 30, 1991. On December 15, 1999, the company completed a
reorganization that changed its state and form of organization from a Maryland
corporation to a Delaware business trust called Delaware Pooled Trust.
Foundation Funds was organized as a Delaware business trust on October 24, 1997.
The Board of Trustees of Pooled Trust has the power to designate one or
more classes of shares of beneficial interest. 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 s that the holders of more than 50% of the shares voting for the
election of trustees can elect 100% of the 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 Pooled Trust nor
Foundation Funds issue certificates for shares unless a shareholder submits a
specific request. Under its Declaration of Trust and By-Laws, Pooled Trust 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
Investment Company Act of 1940, as amended (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 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, The Asset
Allocation Portfolio and The Select Equity Portfolio, is a diversified fund as
defined by the 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, The Asset
Allocation Portfolio and The Select Equity Portfolio are nondiversified funds as
defined by the 1940 Act.
INVESTMENT POLICIES, PORTFOLIO TECHNIQUES AND RISK CONSIDERATIONS
Investment Restrictions
The investment objectives of all the Portfolios, except The Labor
Select International Equity Portfolio, are non-fundamental, and may be changed
without shareholder approval. However, The Board of Trustees, as appropriate for
will notify shareholders prior to a material change in a Portfolio's objective.
Fundamental Investment Restrictions -- Pooled Trust 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 outstanding voting securities" of
the respective Portfolio, which is the vote of: (i) more than 50% of the
outstanding voting securities of the Portfolio; or (ii) 67% or more of the
voting securities of the Portfolio present at a meeting, if the holders of more
than 50% of the outstanding voting securities are present or represented by
proxy, whichever is less. The percentage limitations contained in the
restrictions and policies set forth herein apply at the time a Portfolio
purchases securities.
2
<PAGE>
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.
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
3
<PAGE>
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 or of either of the investment advisers if or so long as the directors and
officers of Pooled Trust 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%, the Portfolio shall, within
three days thereafter (not including Sunday or holidays) or such longer period
as the SEC 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 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).
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.
Non-fundamental Investment Restrictions - In addition to the
fundamental policies and investment restrictions described above, and the
various general investment policies described in the Prospectuses, each
Portfolio, except as noted, will be subject to the following investment
restrictions, which are considered non-fundamental and may be changed by the
Board of Trustees, as appropriate, without shareholder approval.
Each Portfolio, other than The Labor Select International Equity
Portfolio,
1. 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
4
<PAGE>
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. 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 Large-Cap Value Equity Portfolio, The Mid-Cap Growth Equity
Portfolio, The Small-Cap Growth Equity Portfolio, The Core Equity Portfolio, The
Real Estate Investment Trust Portfolios, The International Equity Portfolio, The
Labor Select International Equity Portfolio, The Intermediate Fixed Income
Portfolio, The High-Yield Bond Portfolio, The Global Fixed Income Portfolio and
The International 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.
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 or of either of the investment advisers if or so long as the directors and
officers of Pooled Trust and of the investment advisers together own
beneficially more than 5% of any class of securities of such issuer.
5
<PAGE>
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.
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 Large-Cap Value Equity Portfolio, The Mid-Cap Growth Equity
Portfolio, The Small-Cap Growth Equity Portfolio, The Core Equity Portfolio, The
Global Equity Portfolio, The International Equity Portfolio, The Intermediate
Fixed Income Portfolio, The Global Fixed Income Portfolio and, only where noted,
The High-Yield Bond 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 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.
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For purposes of investment restriction 6, it is Pooled Trust's policy,
changeable without shareholder vote, that "illiquid assets" include securities
of foreign issuers which are not listed on a recognized U.S. or foreign exchange
and for which a bona fide market does not exist at the time of purchase or
subsequent valuation.
The 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 and The International
Fixed Income 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'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.
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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.
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. Purchase or sell physical commodities or physical commodity
contracts, including physical commodity options or futures contracts in a
contract market or other futures market.
6. 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 Equity Portfolio, The
International Large-Cap Equity Portfolio, The Labor Select International Equity
Portfolio, The Real Estate Investment Trust Portfolios, The 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 Portfolio,
The Balanced Portfolio, The Equity Income Portfolio, The Asset Allocation
Portfolio, The Small-Cap Value Equity Portfolio, The Small-Cap Growth Equity
Portfolio, The Core Equity Portfolio and The All-Cap Growth Equity Portfolio)
Investors in The International Equity, The International Large-Cap
Equity, The Labor Select International Equity, The Global Fixed Income, The
International Fixed Income, The Emerging Markets, The Global Equity and The
International Small-Cap Portfolio (as well as in The Real Estate Investment
Trust, The Diversified Core Fixed Income, The High-Yield Bond, The Asset
Allocation, The Small-Cap Growth Equity, The Balanced, The Equity Income, The
Core Equity and The All-Cap Growth Equity Portfolios, 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
8
<PAGE>
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, The Diversified Core Fixed Income, The Emerging
Markets, The Global Equity, The Asset Allocation, The Small-Cap Growth Equity,
The International Large-Cap Equity and The Core Equity Portfolios 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
LARGE-CAP EQUITY 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 PORTFOLIO, THE DIVERSIFIED CORE
FIXED INCOME PORTFOLIO, THE ASSET ALLOCATION PORTFOLIO, THE SMALL-CAP GROWTH
EQUITY PORTFOLIO, THE CORE EQUITY PORTFOLIO AND THE ALL-CAP GROWTH EQUITY
PORTFOLIO)," below.
The International Equity, The International Large-Cap Equity , The
Labor Select International Equity, The Global Equity, The Emerging Markets, The
Global Fixed Income, The International Fixed Income and The International
Small-Cap Portfolios (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, The Core
Equity and The All-Cap Growth Equity Portfolios, up to 10%, 10%, 20%, 10%, 5%,
25%, 5%, 5%, 20% and 10%, 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 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 International Large-Cap 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, The 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."
9
<PAGE>
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 advisers 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
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.
10
<PAGE>
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.
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.
11
<PAGE>
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' 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 Prospectuses for The International Equity
Portfolio, The International Large-Cap Equity Portfolio, The Labor Select
International Equity Portfolio, The International Fixed Income Portfolio and The
International Small-Cap 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.
12
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Foreign Currency Transactions (The International Equity Portfolio, The
International Large-Cap Equity 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 Portfolio, The Equity Income Portfolio, The Core Equity Portfolio and
The All-Cap Growth Equity Portfolio)
The International Equity, The International Large-Cap Equity, The Labor
Select International Equity, The Global Fixed Income, The International Fixed
Income, The Emerging Markets, The Global Equity and The International Small-Cap
Portfolios (as well as The Real Estate Investment Trust, The Diversified Core
Fixed Income, The Asset Allocation, The Small-Cap Value Equity, The Small-Cap
Growth Equity, The Balanced, The Equity Income, The Core Equity and The All-Cap
Growth Equity Portfolios, 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, The Emerging Markets, The Global
Equity, The International Small-Cap, The Balanced, The Equity Income, The
Diversified Core Fixed Income, The International Large-Cap Equity and The Asset
Allocation Portfolios 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 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.
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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.
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.
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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 Equity, The
International Large-Cap 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, The Core
Equity and The All-Cap Growth 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 these 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 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.
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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, The International Fixed Income, The
Diversified Core Fixed Income, The Emerging Markets, The International Small-Cap
and The Asset Allocation Portfolios 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
a viable opportunity for investment.
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Investors should recognize that Brady Bonds have been issued only
recently, and accordingly do not have a long payment history. Agreements
implemented under the Brady Plan to date are designed to achieve debt and
debt-service reduction through specific options negotiated by a debtor nation
with its creditors. As a result, the financial packages offered by each country
differ. The types of options have included the exchange of outstanding
commercial bank debt for bonds issued at 100% of face value of such debt, bonds
issued at a discount of face value of such debt, bonds bearing an interest rate
which increases over time and bonds issued in exchange for the advancement of
new money by existing lenders. Certain Brady Bonds have been collateralized as
to principal due at maturity by U.S. Treasury zero coupon bonds with a maturity
equal to the final maturity of such Brady Bonds, although the collateral is not
available to investors until the final maturity of the Brady Bonds. Collateral
purchases are financed by the IMF, the World Bank and the debtor nations'
reserves. In addition, the first two or three interest payments on certain types
of Brady Bonds may be collateralized by cash or securities agreed upon by
creditors.
Options on Securities, Futures Contracts and Options on Futures Contracts (The
Mid-Cap Growth Equity Portfolio, The Mid-Cap Value 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, The International
Large-Cap Equity Portfolio, The Core Equity Portfolio and The All-Cap Growth
Equity Portfolio)
In order to remain fully invested, and to reduce transaction costs, The
Mid-Cap Growth Equity, The Real Estate Investment Trust, The Diversified Core
Fixed Income, The Emerging Markets, The Global Equity, The International
Small-Cap, The Balanced, The Equity Income, The Select Equity, The Asset
Allocation, The Small-Cap Growth Equity, The Small-Cap Value Equity, The
International Large-Cap Equity, The Core Equity and The All-Cap Growth Equity
Portfolios 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.
Options
The Mid-Cap Growth Equity, The Mid-Cap Value Equity, The Real Estate
Investment Trust, The Emerging Markets, The Global Equity, The International
Small-Cap, The Balanced, The Equity Income, The Select Equity, The Asset
Allocation, The Small-Cap Growth Equity, The Small-Cap Value Equity, The
International Large-Cap Equity, The Core Equity and The All-Cap Growth Equity
Portfolios 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 and The International Large-Cap Equity Portfolios will not
invest more than 10% of their assets in illiquid securities, and The Real Estate
Investment Trust, The Diversified Core Fixed Income, The Emerging Markets, The
Global Equity, The Asset Allocation, The Small-Cap Value Equity, The Small-Cap
Growth Equity, The Core Equity and The All-Cap Growth Equity Portfolios will not
invest more than 15% of their respective assets in illiquid securities.
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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
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.
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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 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.
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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, The Global Equity, The Diversified Core Fixed
Income, The Asset Allocation, The Small-Cap Growth Equity, The International
Small-Cap, The Balanced, The Equity Income, The Select Equity, The International
Large-Cap Equity, The Core Equity and The All-Cap Growth Equity Portfolios 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.
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.
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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, The Real Estate Investment Trust, The Diversified Core Fixed
Income, The Emerging Markets, The Global Equity, The International Small-Cap,
The Balanced, The Equity Income, The Select Equity, The Asset Allocation, The
Small-Cap Growth Equity, The International Large-Cap Equity, The Core Equity and
The All-Cap Growth Equity Portfolios 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 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.
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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, The
Small-Cap Value Equity, The International Large-Cap 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, The International Large-Cap 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.
Additionally, The International Fixed Income, The Global Equity, The
Emerging Markets, The Diversified Core Fixed Income, The International
Small-Cap, The International Large-Cap Equity 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.
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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 Small-Cap Value Equity, The Balanced, The Equity
Income, The Select Equity, The International Large-Cap 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, The
International Large-Cap Equity 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, The Aggregate Fixed Income, The
Diversified Core Fixed Income, The Asset Allocation, The Balanced, The Equity
Income, The Select Equity and The Core Equity Portfolios may each invest a
portion of their assets in asset-backed 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.
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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.
High-Yield, High Risk Securities
The International Fixed Income, The Global Fixed Income, The
Diversified Core Fixed Income, The Asset Allocation, The Equity Income and The
All-Cap Growth Equity Portfolios may invest up to 5%, 5%, 20%, 55%, 15% and 5%,
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. 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 corporate obligations, and
some or all of which may be below investment grade, or unrated. 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.
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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 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.
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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.
Convertible, Debt and Non-Traditional Equity Securities
A portion of 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, The
International Equity, The International Large-Cap Equity, The Core Equity and
The All-Cap Growth 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 All-Cap Growth Equity Portfolio may invest in
convertible securities without reference to such securities' investment grade
rating because it invests in such securities primarily for their equity
characteristics.
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The Mid-Cap Value Equity, The Small-Cap Value Equity, The Real Estate
Investment Trust, The High-Yield Bond, The Emerging Markets, The Asset
Allocation and The All-Cap Growth Equity 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 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, The Asset Allocation and The All-Cap Growth Equity 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
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.
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Depositary Receipts
The Balanced, The Equity Income, The Select Equity, The Small-Cap
Growth Equity, The Core Equity, The Large-Cap Value Equity, The International
Equity, The International Large-Cap Equity, The Mid-Cap Value Equity, The
Small-Cap Value 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 Asset
Allocation and The All-Cap Growth Equity Portfolios may invest in sponsored and
unsponsored ADRs. Such ADRs that The Balanced, The Equity Income, The Select
Equity, The Small-Cap Growth Equity, The Core Equity, The Large-Cap Value
Equity, The Mid-Cap Value Equity Portfolio, The Small-Cap Value Equity, The Real
Estate Investment Trust, The Diversified Core Fixed Income, The Asset Allocation
and The All-Cap Growth Equity Portfolios may invest in will be those that are
actively traded in the United States.
The Global Fixed Income, The International Fixed Income, The
International Equity, The International Large-Cap Equity, The Global Equity, The
Emerging Markets, The International Small-Cap and The Asset Allocation
Portfolios may also invest in sponsored and unsponsored European Depositary
Receipts ("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.
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
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.
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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 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 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 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
Trustees of Pooled Trust 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 trustees 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 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 Trustees, as applicable, has delegated to the respective investment
adviser the day-to-day function of determining whether or not individual Rule
144A Securities are liquid for purposes of each Portfolio's limitation (whether
15% or 10% of total assets) on investments in illiquid assets. The 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).
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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
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 Diversified Core Fixed Income, The Asset Allocation, The Small-Cap
Growth Equity, The International Small-Cap, The Balanced, The Equity Income, The
Select Equity, The Core Equity and The All-Cap Growth Equity Portfolios 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 Diversified Core Fixed Income, The Asset Allocation, The
Small-Cap Growth Equity, The Core Equity and The All-Cap Growth Equity
Portfolios will not purchase illiquid assets if more than 15% of its net assets
would then consist of such illiquid securities.
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 Portfolios 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.
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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
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.
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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 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, The Aggregate Fixed Income, The
Diversified Core Fixed Income and The Asset Allocation Portfolios 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 Large-Cap Value Equity, The
Mid-Cap Growth Equity, The International Equity, The International Large-Cap
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, The
Core Equity and The All-Cap Growth Equity Portfolios may invest include:
(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 International Large-Cap 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 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).
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A Portfolio will not invest in any security issued by a commercial bank
unless (i) the bank has total assets of at least $1 billion or, in the case of a
bank which does not have total assets of at least $1 billion, the aggregate
investment made in any one such bank is limited to $100,000 and the principal
amount of such investment is insured in full by the Federal Deposit Insurance
Corporation, (ii) it is a member of the Federal Deposit Insurance Corporation,
and (iii) the bank or its securities have received the highest quality rating by
a nationally-recognized statistical rating organization;
(2) Commercial paper with the highest quality rating by a
nationally-recognized statistical rating organization (e.g., A-1 by S&P or
Prime-1 by Moody's) or, if not so rated, of comparable quality as determined by
a Portfolio's investment adviser;
(3) Short-term corporate obligations with the highest quality rating by
a nationally-recognized statistical rating organization (e.g., AAA by S&P or Aaa
by Moody's) or, if not so rated, of comparable quality as determined by a
Portfolio's investment adviser;
(4) U.S. government securities (see "U.S. Government Securities"); and
(5) Repurchase agreements collateralized by securities listed above.
(6) And in the case of The Global Equity, The International Equity, The
International Large-Cap Equity, The Labor Select International Equity, The
Emerging Markets, The International Small-Cap, The Global Fixed Income and The
International Fixed Income Portfolios, bank deposits held by or at the
Portfolio's Custodian Bank or one of its sub-custodians.
Investment Company Securities
Any investments that the Portfolios 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. The Asset Allocation Portfolio is not subject to these
percentage limitations because it operates as a "fund of funds." 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.
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When-Issued and Delayed Delivery Securities
Each 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. A 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.
Warrants
The Equity Income Portfolio, The Global Equity, The International
Equity, The International Large-Cap Equity, The Labor Select International
Equity, The Emerging Markets, The International Small-Cap and The All-Cap Growth
Equity Portfolios 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
investment adviser 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.
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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 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.
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.
35
<PAGE>
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. 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:
36
<PAGE>
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 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.
37
<PAGE>
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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<PAGE>
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
execution. Best 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 or Foundation Funds, as appropriate, pays a minimal share
transaction cost when the transaction presents no difficulty. A number of trades
are made on a net basis where the Portfolios 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
Large-Cap Equity, 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 , The International Small-Cap
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.
39
<PAGE>
During the fiscal years ended October 31, 1997, 1998 and 1999, the
aggregate dollar amounts of brokerage commissions paid by the Portfolios listed
below amounted to the following:
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
The Large Cap Value Equity Portfolio $198,202 $137,685
The Mid-Cap Growth Equity Portfolio $19,470 $66,754
The International Equity Portfolio $390,649 $618,700
The Global Fixed Income Portfolio N/A N/A
The Labor Select International Equity Portfolio $134,410 $72,413
The Real Estate Investment Trust Portfolio $185,742 $111,633
The Emerging Markets Portfolio (3) $194,207 $92,535
The Global Equity Portfolio (4) $3,549 $5,176
The Core Equity Portfolio (7) $2,458 N/A
The Mid-Cap Value Equity Portfolio (6) $15,643 N/A
The Small-Cap Growth Equity Portfolio (7) $1,702 N/A
The Real Estate Investment Trust Portfolio II (5) $16,638 N/A
The Intermediate Fixed Income Portfolio N/A N/A
The Aggregate Fixed Income Portfolio (6) N/A N/A
The High-Yield Bond Portfolio (1) N/A N/A
The Diversified Core Fixed Income Portfolio (6) N/A N/A
The International Fixed Income Portfolio (2) N/A N/A
The Asset Allocation Portfolio (13) N/A N/A N/A
The Small-Cap Value Equity Portfolio (8) N/A N/A
The Balanced Portfolio (10) N/A N/A
The Equity Income Portfolio (10) N/A N/A
The Select Equity Portfolio (9) N/A N/A
The International Small-Cap Portfolio (11) N/A N/A
The International Large-Cap Equity Portfolio (12) N/A N/A N/A
The All-Cap Growth Equity Portfolio (13) N/A N/A N/A
</TABLE>
(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 November 4, 1997.
(6) Commenced operations on December 29, 1997.
(7) Commenced operations on September 15, 1998.
(8) Commenced operations on March 29, 1999.
(9) Commenced operations on June 29, 1999.
(10) Commenced operations on June 30, 1999.
(11) Commenced operations on July 20, 1999.
(12) Commenced operations on [December ___, 1999.]
(13) Has not commenced operations as of the date of this Part B.
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.
40
<PAGE>
During the fiscal year ended October 31, 1999, 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
The Mid-Cap Growth Equity Portfolio
The International Equity Portfolio
The Labor Select International Equity Portfolio
The Real Estate Investment Trust Portfolio
The Emerging Markets Portfolio
The Mid-Cap Value Equity Portfolio
The Core Equity Portfolio
The Small-Cap Growth Equity Portfolio
The Real Estate Investment Trust Portfolio II
The Intermediate Fixed Income Portfolio
The Aggregate Fixed Income Portfolio
The High-Yield Bond Portfolio
The Diversified Core Fixed Income Portfolio
The Global Equity Portfolio
The Global Fixed Income Portfolio
The Asset Allocation Portfolio (6) N/A N/A
The International Fixed Income Portfolio
The Small-Cap Value Equity Portfolio (1)
The Balanced Portfolio (3)
The Equity Income Portfolio (3)
The Select Equity Portfolio (2)
The International Small-Cap Portfolio (4)
The International Large-Cap Equity Portfolio (5) N/A N/A
The All-Cap Growth Equity Portfolio (6) N/A N/A
</TABLE>
(1) Commenced operations on March 29, 1999.
(2) Commenced operations on June 29, 1999.
(3) Commenced operations on June 30, 1999.
(4) Commenced operations on July 20, 1999.
(5) Commenced operation on [December ___, 1999.]
(6) Has not commenced operations as of the date of this Part B.
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 and Foundation Funds
believe 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, Foundation Funds and to other funds in the Delaware Investments
family. Subject to best execution, commissions allocated to brokers providing
such pricing services may or may not be generated by the Portfolios receiving
the pricing service.
41
<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 Trustees of Pooled Trust and 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 execution, orders may be
placed with broker/dealers that have agreed to defray certain Portfolio
expenses, such as custodian fees.
Subject to best execution, Portfolio orders may be placed with
qualified broker/dealers who recommend the 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 Large-Cap 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, The Core Equity Portfolio and The All-Cap Growth 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.
42
<PAGE>
Under normal circumstances: (1) the annual portfolio turnover rate of
The International Equity Portfolio and The International Large-Cap Equity
Portfolio is not expected to exceed 75%; (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 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, The Aggregate Fixed Income Portfolio and
The Diversified Core Fixed Income Portfolio is not expected to exceed 250%; (5)
the annual portfolio turnover rate of The Small-Cap Growth Equity Portfolio is
expected to be 100%; (6) the annual portfolio turnover rate for The Select
Equity Portfolio is not expected to exceed 300%; and (7) the annual portfolio
turnover rate for The All-Cap Growth Equity Portfolio is expected to exceed
100%. 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, 1999 October 31, 1998
---------------- ----------------
<S> <C> <C>
The Large Cap Value Equity Portfolio 85%
The Mid-Cap Growth Equity Portfolio 154%
The International Equity Portfolio 5%
The Global Fixed Income Portfolio 131%
The Labor Select International Equity Portfolio 2%
The Real Estate Investment Trust Portfolio 51%
The Intermediate Fixed Income Portfolio 181%
The High-Yield Bond Portfolio 211%
The International Fixed Income Portfolio 104%
The Emerging Markets Portfolio 39%
The Global Equity Portfolio 47%
The Core Equity Portfolio (3) 53%*
The Mid-Cap Value Equity Portfolio (2) 155%*
The Small-Cap Value Equity Portfolio (4) N/A
The Small-Cap Growth Equity Portfolio (3) 98%*
The Real Estate Investment Trust Portfolio II (1) 54%*
The Aggregate Fixed Income Portfolio (2) 438%*
The Diversified Core Fixed Income Portfolio (2) 312%*
The Asset Allocation Portfolio (9) N/A N/A
The Balanced Portfolio (6) N/A
The Equity Income Portfolio (6) N/A
The Select Equity Portfolio (5) N/A
The International Small-Cap Portfolio (7) N/A
The International Large-Cap Equity Portfolio (8) N/A N/A
The All-Cap Growth Equity Portfolio (9) N/A N/A
</TABLE>
* Annualized
(1) Commenced operations on November 4, 1997.
(2) Commenced operations on December 29, 1997.
(3) Commenced operations on September 15, 1998.
(4) Commenced operations on March 29, 1999.
(5) Commenced operations on June 29, 1999.
(6) Commenced operations on June 30, 1999.
(7) Commenced operations on July 20, 1999.
(8) Commenced operations on [December ___, 1999.]
(9) Has not commenced operations as of the date of this Part B.
43
<PAGE>
PURCHASING SHARES
The following supplements the disclosure provided in the Portfolios'
Prospectuses.
Delaware Distributors, L.P. (the "Distributor") serves as the national
distributor for each Portfolio's shares. See the related Prospectus for
information on how to invest. Pooled Trust 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 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 and Foundation Funds. 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 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 Global Equity
Portfolio, the purchase reimbursement fee is equal to 0.40% of the dollar amount
invested, for The International Small-Cap Portfolio, the purchase reimbursement
fee is equal to 0.55% of the dollar amount invested and for The International
Large-Cap Equity Portfolio, the purchase reimbursement fee is equal to 0.45% of
the dollar amount invested. In lieu of paying that fee, an investor in The
Emerging Markets Portfolio, The Global Equity Portfolio, The International
Small-Cap Portfolio or The International Large-Cap 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 Emerging Markets Portfolio, The International Equity Portfolio,
The International Large-Cap Equity Portfolio, The Global Equity Portfolio and
The International Small-Cap Portfolio. At such time as Pooled Trust receives
appropriate regulatory approvals to do so in the future, under certain
circumstances, Pooled Trust 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.
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 REIT Fund A
Class, B Class and C Class. 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 investment adviser or any of the investment
adviser'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 Class, but certain eligibility requirements must be satisfied.
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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 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 reserves the right to reject any order for the purchase of its
shares if in the opinion of management such rejection is in the Portfolio's best
interest. If a purchase is canceled because your check is returned unpaid, you
are responsible for any loss incurred. The 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.
The 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.
The 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 Portfolio 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.
The 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 and the Distributor
intend to operate in compliance with these rules.
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 appropriate 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.
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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 Portfolio's income, before application,
as to Class A, Class B and Class C Shares, of any expenses under that
Portfolio's 12b-1 Plans.
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.
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."
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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 appropriate
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.
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.
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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
Portfolio. See "AUTOMATIC CONVERSION OF CLASS B SHARES" under "CLASSES OF
SHARES" in the appropriate 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 Portfolio 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.
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 18th day or next
business day 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.
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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 Portfolio 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."
Plans Under Rule 12b-1
Pursuant to Rule 12b-1 under the 1940 Act, Pooled Trust 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's Board of Trustees may reduce these amounts
at any time. Pursuant to Board action, the maximum aggregate fee payable by
Class A Shares is 0.25%.
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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 Trustees of Pooled Trust, including a majority of the
trustees who are not "interested persons" (as defined in the 1940 Act) of Pooled
Trust 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 Trustees in the same manner,
as specified above.
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Each year, the trustees must determine whether continuation of the
Plans are 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 the Classes.
The Plans and the Distribution Agreement, as amended, may be terminated at any
time without penalty by a majority of those trustees 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 trustees 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 trustees including a majority
of the noninterested trustees of Pooled Trust having no interest in the Plans.
In addition, in order for the Plans to remain effective, the selection and
nomination of trustees who are not "interested persons" of Pooled Trust must be
effected by the trustees 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 Trustees for their review.
For the fiscal year ended October 31, 1999, payments from REIT Fund A
Class, B Class and C Class amounted to $_____________, $_____________ and
$____________, respectively. Such amounts were used for the following purposes:
REIT Fund REIT Fund REIT Fund
A Class B Class C Class
--------- --------- ---------
Advertising
Annual/Semi-Annual Reports
Broker Trails
Broker Sales Charges
Dealer Service Expenses
Interest on Broker Sales Charges
Commissions to Wholesalers
Promotional-Broker Meetings
Promotional-Other
Prospectus Printing
Telephone
Wholesaler Expenses
Other
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 shares of the 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.
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Special Purchase Features - Class A Shares
Buying Class A Shares at Net Asset Value
Class A Shares of the Portfolio 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 investment adviser, 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.
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 investment adviser 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 investment adviser or its
affiliates; or (ii) is sponsored by an employer that has at any point after May
1, 1997 more than 100 employees while such plan has held Class A Shares of a
fund in the Delaware Investments family and such employer has properly
represented to Retirement Financial Services, Inc. in writing that it has the
requisite number of employees and received written confirmation back from
Retirement Financial Services, Inc. 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.
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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 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.
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 " REDEMPTION AND EXCHANGE --
WAIVER OF LIMITED CONTINGENT DEFERRED SALES CHARGE - CLASS A SHARES" under,
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."
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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 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.
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.
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 investment adviser 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).
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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.
12-Month Reinvestment Privilege
Holders of Class A Shares of the Portfolio (and of Institutional Class
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 Class B
or 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's 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 Class 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 Portfolio 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 Portfolio in which they are investing in connection with
each purchase. See "RETIREMENT PLANS" under "INVESTMENTS PLANS" for information
about retirement plans.
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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 investment adviser or its affiliates and securities dealer
firms with a selling agreement with the Distributor; (c) institutional advisory
accounts of the investment adviser or its affiliates and those having client
relationships with Delaware Investment Advisers, an affiliate of the investment
adviser, 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.
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
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.
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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.
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.
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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 Portfolio 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.
* * *
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 Portfolio.
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 for proper instructions.
MoneyLine (SM) On Demand
You or your investment dealer may request purchases of Class A, B and C
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
Portfolio account, you must have your signature guaranteed. The Portfolio does
not charge a fee for this service; however, your bank may charge a fee.
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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.
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 Class.
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.
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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 the Transfer Agent 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.
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" 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 investment adviser 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.
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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.
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:
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(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.
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 before applying the AGI
limitation. 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.
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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 Portfolio.
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
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.
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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.
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.
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 Portfolio. 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.
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.
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.
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 or, as applicable, Foundation Funds and Federal Funds wire by the
Portfolio's Custodian Bank, plus in the case of The Emerging Markets Portfolio,
The Global Equity Portfolio, The International Small-Cap Portfolio and The
International Large-Cap Equity Portfolio, any applicable purchase reimbursement
fee equal to 0.75%, 0.40%, 0.55% and 0.45%, respectively, of the dollar amount
invested.
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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 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 Portfolio in which shares are being purchased after
receipt of the order by Pooled Trust, its agent or certain other authorized
persons. See "DISTRIBUTION AND SERVICE" under "INVESTMENT MANAGEMENT AGREEMENTS
AND SUB-ADVISORY AGREEMENTS." Orders for purchases of Class B Shares, Class C
Shares and the Institutional Class are effected at the net asset value per share
next calculated after receipt of the order by the Portfolio, 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 will generally be closed,
pricing calculations will not be made and purchase and redemption orders will
not be processed.
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
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.
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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
Trustees, as applicable.
The securities in which The International Equity Portfolio, The
International Large-Cap Equity 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
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.
An example showing how to calculate the net asset value per share and,
in the case of Class A Shares of The Real Estate Investment Trust Portfolio, the
offering price per share, is included in the financial statements for the
Portfolios which are incorporated by reference into this Part B.
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.
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No charge is made by any Portfolio for redemptions, except that
shareholders that redeem shares of The Emerging Markets Portfolio, The Global
Equity Portfolio, The International Small-Cap Portfolio and The International
Large-Cap Equity Portfolio are assessed by the relevant Portfolio a redemption
reimbursement fee of 0.75%, 0.30%, 0.45% and 0.35%, 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 Emerging Markets Portfolio, The International
Equity Portfolio, The International Large-Cap Equity Portfolio, The Labor Select
International Equity Portfolio, The International Small-Cap 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's in-kind
redemption requirements until such time as Pooled Trust or Foundation Funds, as
applicable, receives appropriate regulatory approvals to permit such redemptions
for the account of such investors.
Pooled Trust and Foundation Funds has elected to be governed by Rule
18f-1 under the 1940 Act pursuant to which Pooled Trust 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 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 redeems such shares and sends the
proceeds to the shareholder, the shareholder will be notified in writing that
the value of the shares in the account is less than $500,000 and will be allowed
90 days from that date of notice to make an additional investment to meet the
required minimum. Any redemption in an inactive account established with a
minimum investment may trigger mandatory redemption.
* * *
Pooled Trust and Foundation Funds has available certain redemption
privileges, as described below. They are unavailable to shareholders of The
Emerging Markets Portfolio, The International Equity Portfolio, The
International Large-Cap Equity Portfolio, The Labor Select International Equity
Portfolio, The International Small-Cap 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.
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Expedited Telephone Redemptions
Shareholders wishing to redeem shares for which certificates have not
been issued may call Pooled Trust at (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, as
described above. The Telephone Redemption Option on the Account Registration
Form must have been elected by the shareholder and filed with Pooled Trust
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 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,
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
any kind, except for the special purchase and redemption reimbursement fees for
exchanges involving shares of The Emerging Markets Portfolio, The Global Equity
Portfolio, The International Small-Cap Portfolio and The International Large-Cap
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 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 Trustees, as
applicable, to assure that such exchanges do not disadvantage a Portfolio and
its shareholders. Exchanges into and out of The Emerging Markets Portfolio, The
International Equity Portfolio, The International Large-Cap Equity Portfolio,
The Labor Select International Equity Portfolio, The Global Fixed Income
Portfolio, The International Fixed Income Portfolio, The International Small-Cap
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.
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For federal income tax purposes, an exchange between Portfolios is a
taxable event for shareholders subject to federal income tax, and, accordingly,
a gain or loss may be realized. Pooled Trust 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, 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 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, Foundation Funds or the Transfer Agent 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
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.
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In addition to redemption of Portfolio shares, the Distributor, acting
as agent of the Portfolio, offers to repurchase Portfolio 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 AND
SUB-ADVISORY 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.
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
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.
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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 Class A, B and C Shares, 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 Portfolio'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.
Written Redemption
You can write to the Portfolio at 1818 Market Street, 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.
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Written Exchange
You may also write to the Portfolio (at 1818 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 Portfolio 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 Portfolio 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 Portfolio or the Transfer Agent may be liable for any losses due
to unauthorized or fraudulent transactions. Telephone instructions received by
the Class A, B and C Shares 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.
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 Class A, B and C Shares 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.
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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 Class A, B and
C 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 Portfolio within
two weeks of an earlier exchange request out of the Portfolio, or (ii) makes
more than two exchanges out of the Portfolio per calendar quarter, or (iii)
exchanges shares equal in value to at least $5 million, or more than 1/4 of 1%
of the Portfolio'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
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 investment
adviser's judgment, the Portfolio 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
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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
investment adviser 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 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 Portfolio
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
Portfolio 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.
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The Systematic Withdrawal Plan is not available for the Institutional
Class. 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
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").
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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.
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 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.
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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, 1999, the percentage of dividends
paid by the following Portfolios qualified for the dividends-received deduction:
The Large-Cap Value Equity Portfolio
The Real Estate Investment Trust Portfolio
The Core 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 Portfolio II
The Global Equity Portfolio
The International Equity Portfolio
The Labor Select International Equity Portfolio
The Emerging Markets 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
The International Small-Cap Portfolio
The Balanced Portfolio The Equity Income Portfolio
The Select Equity Portfolio
The International Large-Cap Equity Portfolio
The All-Cap Growth Equity Portfolio
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 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.
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TAXES
The following supplements the tax disclosure provided in the
Prospectuses.
Under the Taxpayer Relief Act of 1997, as revised by the Internal
Revenue Service Act of 1998 (the "1998 Act") and the Omnibus Consolidated and
Emergency Supplemental Appropriations Act, a Portfolio 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:
"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%. This category of gains applied only
to gains and distributions in 1997.
"1997 Act long-term capital gains" or "20 percent rate gain": securities
sold between May 7, 1997 and July 28, 1997 that were held for more than 12
months, and securities sold by a Portfolio 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 and sold in tax years
beginning after December 1, 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. The Omnibus Consolidated
and Emergency Supplemental Appropriations Act passed in October of 1998
included technical corrections to the 1998 Act. The effect of this
correction is that essentially all capital gain distributions paid to
shareholders during 1998 will be taxed at a maximum rate of 20%.
"Qualified 5-year gains": For individuals in the 15% bracket, qualified
five-year gains are net gains on securities held for more than 5 years
which are sold after December 31, 2000. For individual who are subject to
tax at higher rate brackets, qualified five-year gains are net gains on
securities which are purchased after December 31, 2000 and are held for
more than five 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 in order to qualify such shares as qualified
five-year property. 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 five-year holding period.
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.
78
<PAGE>
Shareholders will be notified annually by Pooled Trust or Foundation
Funds, as applicable, as to the federal income tax status of dividends and
distributions paid by their Portfolio.
In addition to the federal taxes described above, distributions and
gains by the Portfolios, from the sale or exchange of your shares, generally
will 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. Non-U.S. investors may be
subject to U.S. withholding and estate tax. Each year Pooled Trust or Foundation
Funds, as applicable, 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.
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
International Large-Cap 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 International Large-Cap 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 Large-Cap Equity
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 Large-Cap Equity
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 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.
79
<PAGE>
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 are exempt from Pennsylvania county personal
property tax.
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, The
Asset Allocation, The Small-Cap Growth Equity, The Core Equity, The Balanced,
The Equity Income, The Select Equity, The Small-Cap Value Equity and The All-Cap
Growth Equity Portfolios, subject to the supervision and direction of Board of
Trustees of Pooled Trust 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 Large-Cap Equity, The Labor Select
International Equity, The Global Fixed Income, The International Fixed Income,
The Emerging Markets, The Global Equity and 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's
Board of Trustees. 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, 1999, Delaware and its
affiliates within Delaware Investments, including Delaware International
Advisers Ltd., were managing in the aggregate more than $_____ billion in assets
in the various institutional or separately managed (approximately
$_______________) and investment company ($_______________) accounts.
Lincoln (formerly Lincoln National Investment Management Company) was
incorporated in 1930. As of October 31, 1999, Lincoln had approximately $_____
billion in assets under management.
80
<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>
Date Approved by
Portfolio Date of Agreement Shareholders
--------- ----------------- ----------------
<S> <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
The Core Equity Portfolio April 15, 1999 April 13, 1999
The Small-Cap Growth Equity Portfolio April 15, 1999 April 13, 1999
The Small-Cap Value Equity Portfolio March 1, 1999 March 1, 1999
The Balanced Portfolio June 29, 1999 June 29, 1999*
The Equity Income Portfolio June 29, 1999 June 29, 1999*
The Select Equity Portfolio June 29, 1999 June 29, 1999*
The International Small-Cap Portfolio June 30, 1999 July 19, 1999*
The Asset Allocation Portfolio August 31, 1998 **
The International Large-Cap Equity Portfolio November 15, 1999 [**]
The All-Cap Growth Equity Portfolio [_______________] **
</TABLE>
* Date approved by the initial shareholder
**Will be approved by the initial shareholder prior to commencement of
operations.
The Sub-Advisory Agreements between Delaware and Lincoln for The Real
Estate Investment Trust Portfolios are each dated April 15, 1999 and were
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
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 trustees of Pooled Trust 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
trustees of Pooled Trust, the trustees of Foundation Funds or by the investment
adviser. Each Agreement will terminate automatically in the event of its
assignment.
81
<PAGE>
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 0.75%
The International Equity 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%
The Emerging Markets Portfolio 1.00%
The Global Equity Portfolio 0.75%(2)
The Diversified Core Fixed Income Portfolio 0.43%(2)
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 0.55%
The Equity Income Portfolio 0.55%
The Select Equity Portfolio 1.00%
The International Small-Cap Portfolio 1.00%
The International Large-Cap Equity Portfolio 0.75%
The All-Cap Growth Equity 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 on
behalf of the Portfolio.
(2) 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 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.
82
<PAGE>
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 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, the
following percentages of average daily net assets from the commencement of
operations through April 30, 2000 (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 Balanced Portfolio 0.68%
The Equity Income Portfolio 0.68%
The Select Equity Portfolio 1.20%
The International Small-Cap Portfolio 1.20%
The International Large-Cap Equity Portfolio 0.96%
The All-Cap Growth Equity 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, 2000. 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, 2000.
(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
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,
2000.
83
<PAGE>
Investment management fees incurred for the last three fiscal years with
respect to each Portfolio follows:
<TABLE>
<CAPTION>
Portfolio October 31, 1999 October 31, 1998 October 31, 1997
--------- ---------------- ---------------- ----------------
<S> <C> <C>
The Large-Cap Value Equity Portfolio $522,423 earned $441,785 earned
$484,387 paid $433,247 paid
$38,036 waived $8,538 waived
The Mid-Cap Growth Equity Portfolio $46,880 earned $156,524 earned
$-0- paid $64,669 paid
$46,880 waived $91,855 waived
The International Equity Portfolio $4,214,740 earned $3,119,494 earned
$4,214,740 paid $3,119,494 paid
$-0- waived $-0- waived
The Global Fixed Income Portfolio $2,649,961 earned $1,591,678 earned
$2,527,013 paid $1,425,392 paid
$122,948 waived $166,286 waived
The Labor Select International Equity Portfolio $658,651 earned $291,778 earned
$613,775 paid $222,760 paid
$44,876 waived $69,018 waived
The Real Estate Investment Trust Portfolio $543,001 earned $354,157 earned
$424,875 paid $273,770 paid
$118,126 waived $80,387 waived
The Intermediate Fixed Income Portfolio $119,736 earned $84,846 earned
$-0- paid $18,659 paid
$119,736 waived $66,187 waived
The High-Yield Bond Portfolio (1) $80,874 earned $27,213 earned
$51,914 paid $13,551 paid
$28,960 waived $13,662 waived
The International Fixed Income Portfolio (2) $292,924 earned $61,031 earned
$251,150 paid $29,230 paid
$41,774 waived $31,801 waived
The Emerging Markets Portfolio (3) $431,051 earned $89,760 earned
$380,298 paid $54,085 paid
$50,753 $35,675 waived
The Global Equity Portfolio (4) $23,131 earned $941 earned
$-0- paid $-0- paid
$23,131 waived $941 waived
The Real Estate Investment Trust Portfolio II (5) $41,303 earned N/A
$9,936 paid
$31,367 waived
The Mid-Cap Value Equity Portfolio (6) $18,902 earned N/A
$6,388 paid
$12,514 waived
</TABLE>
84
<PAGE>
<TABLE>
<CAPTION>
Portfolio October 31, 1999 October 31, 1998 October 31, 1997
--------- ---------------- ---------------- ----------------
<S> <C> <C>
The Aggregate Fixed Income Portfolio (6) $6,901 earned N/A
$-0- paid
$6,901 waived
The Diversified Core Fixed Income Portfolio (6) $11,289 earned N/A
$-0- paid
$11,289 waived
The Core Equity Portfolio (7) $1,360 earned N/A
$-0- paid
$1,360 waived
The Small-Cap Growth Equity Portfolio (7) $2,815 earned N/A
$-0- paid
$2,815 waived
The Small-Cap Value Equity Portfolio (8) N/A N/A
The Asset Allocation Portfolio (13) N/A N/A N/A
The Balanced Portfolio (10) N/A N/A
The Equity Income Portfolio (10) N/A N/A
The Select Equity Portfolio (9) N/A N/A
The International Small-Cap Portfolio (11) N/A N/A
The International Large-Cap Equity Portfolio (12) N/A N/A N/A
The All-Cap Growth Equity Portfolio (13) N/A N/A N/A
(1) Commenced operations on December 2, 1996. (8) Commenced operations on March 29, 1999.
(2) Commenced operations on April 11, 1997. (9) Commenced operations on June 29, 1999.
(3) Commenced operations on April 14, 1997. (10) Commended operations on June 30, 1999.
(4) Commenced operations on October 15,1997. (11) Commenced operations on July 20, 1999.
(5) Commenced operations on November 4, 1997. (12) Commenced operations on [December ___, 1999.]
(6) Commenced operations on December 29, 1997. (13) Has not commenced operations as of the date of this Part B.
(7) Commenced operations on September 15, 1998.
</TABLE>
85
<PAGE>
On October 31, 1999, the total net assets of Pooled Trust were
$_______________ broken down as follows:
The Large-Cap Value Equity Portfolio
The Mid-Cap Growth Equity Portfolio
The International Equity Portfolio
The Global Fixed Income Portfolio
The Labor Select International Equity Portfolio
The Real Estate Investment Trust Portfolio
The Real Estate Investment Trust Portfolio II
The Intermediate Fixed Income Portfolio
The High-Yield Bond Portfolio
The Emerging Markets Portfolio
The Global Equity Portfolio
The International Fixed Income Portfolio
The Diversified Core Fixed Income
The Core Equity Portfolio
The Mid-Cap Value Equity Portfolio
The Aggregate Fixed Income Portfolio
The Small-Cap Growth Equity Portfolio
The Small-Cap Value Equity
The Balanced Portfolio
The Equity Income Portfolio
The Select Equity Portfolio
The International Small-Cap Portfolio
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.
86
<PAGE>
Distribution and Service
The Distributor is located at 1818 Market Street, Philadelphia, PA
19103 and 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 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 29, 1999
The Equity Income Portfolio June 29, 1999
The Select Equity Portfolio June 29, 1999
The International Small-Cap Portfolio June 29, 1999
The International Large-Cap Equity Portfolio November 15, 1999
The All-Cap Growth Equity Portfolio [_______________]
The Distributor 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's shareholder servicing, dividend disbursing and transfer agent for each
Portfolio pursuant to an Amended and Restated Shareholders Services Agreement
dated [_______________]. 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.
87
<PAGE>
OFFICERS AND TRUSTEES
The business and affairs of Pooled Trust and Foundation Funds are
managed under the direction of its Board of Trustees.
[As of October 31, 1999, no one account held 25% or more of the
outstanding shares of Pooled Trust or Foundation Funds. As of October 31, 1999,
the trustees and officers of Pooled Trust, 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 October 31, 1999, the trustees
and officers of Foundation Funds did not hold any shares of the Portfolios.
As of October 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
<TABLE>
<CAPTION>
Portfolio Name and Address of Account Share Amount Percentage
- --------- --------------------------- ------------ ----------
<S> <C> <C>
The Large-Cap Value Northern Trust Company 1,432,126.990 16.46%
Equity Portfolio PHH Group 22-30049
P.O. Box 92956
Chicago, IL 60675-2956
Mac & Co. 1,250,846.090 14.37%
A/C CLRF5051922
Mutual Funds Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198
Mac & Co. 545,726.370 6.27%
A/C LNFF033902
Mutual Funds Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198
State of Georgia Employees' 521,630.120 5.99%
Deferred Compensation Group Trust
200 Piedmont Avenue
Suite 1016 West
Atlanta, GA 30334-9032
AMSOUTH Bank 449,628.870 5.16%
Trustee FBO Lloyd Noland Foundation
Retirement Plan
Attn: Trust Operations - Mutual Funds
P.O. Box 11426
Birmingham, AL 35202-1426
</TABLE>
88
<PAGE>
Delaware Pooled Trust
<TABLE>
<CAPTION>
Portfolio Name and Address of Account Share Amount Percentage
- --------- --------------------------- ------------ ----------
<S> <C> <C>
The Mid-Cap Growth Crestar Bank 265,017.830 33.34%
Equity Portfolio Cust the College of William and Mary
P.O. Box 105870-CTR3144
Atlanta, GA 30348-5870
NCSC Staff Pension Plan 174,560.830 21.96%
Defined Benefit
8403 Colesville Rd. Ste 1200
Silver Spring, MD 20910-6322
The City of Groton 160,598.230 20.20%
295 Meridian Street
Groton, CT 06340-4040
Philadelphia Association of Zeta Psi 114,717.540 14.43%
Fraternity U/T/A E W Weil
613 Kirsch Avenue
Wayne, PA 19087-2902
The International Equity Portfolio The Salvation Army 3,458,748.680 7.33%
A Georgia Corporation
Board Designated
Territorial Financial Secretary
1424 Northeast Expressway
Atlanta, GA 30329-2088
The Salvation Army 3,180,234.170 6.74%
Eastern Territory
440 West Nyack Rd
West Nyack, NY 10994-1715
Norwest Bank Minnesota NA Cust. 3,150,142.070 6.68%
BT International Equity
#25332800
P.O. Box 1533
Minneapolis, MN 55480-1533
CENCO 3,041,475.020 6.45%
C/O Compass Bank
Attn: AMG 7th Floor
P.O. Box 10056
Birmingham, AL 35296-0001
</TABLE>
89
<PAGE>
Delaware Pooled Trust
<TABLE>
<CAPTION>
Portfolio Name and Address of Account Share Amount Percentage
- --------- --------------------------- ------------ ----------
<S> <C> <C>
The Intermediate Byrd & Co 408,614.220 22.71%
Fixed Income Portfolio c/o First Union National Bank
Mutual Funds Div. Processing PA4905
530 Walnut Street
Philadelphia, PA 19106-3620
The City of Groton 399,272.870 22.19%
295 Meridian Street
Groton, CT 06340-4040
Crestar Bank 345,525.630 19.20%
Cust The College of William and Mary
Attn: AC 70061007013873
P.O. Box 105870
Atlanta, GA 30348-5870
Fleet National Bank Trustee 161,110.470 8.95%
FBO International Terminal
Operating Pension
Attn: 50502918
P.O. Box 92800
Rochester, NY 14692-8900
Philadelphia Association of Zeta Psi 153,596.970 8.53%
Fraternity U/T/A E W Weil
613 Kirsch Avenue
Wayne, PA 19087-2902
Iron Workers #28 Pension Fund 122,651.100 6.81%
501 E. Franklin Street, Suite 206
Richmond, VA 23219-2330
The Global Fixed Income Portfolio Public School Retirement System of the City 7,091,275.310 11.73%
of St. Louis
One Mercantile Center
Suite 2607
St. Louis, MO 63101-1643
Saxon and Company 4,625,716.970 7.65%
FBO Western Pennsylvania Teamsters
& Employers Pension Fund
A/C 10-01-002-1043205
P.O. Box 7780-1888
Philadelphia, PA 19183-0001
</TABLE>
90
<PAGE>
Delaware Pooled Trust
<TABLE>
<CAPTION>
Portfolio Name and Address of Account Share Amount Percentage
- --------- --------------------------- ------------ ----------
<S> <C> <C>
Banker's Trust Co. 4,565,394.280 7.55%
FBO SLU Delaware Fund
Attn: Julie Druhe
500 Washington Ave.
St Louis, MO 63101-1261
Bost and Co. 4,277,198.620 7.07%
A/C RTCF9526002
Mutual Funds Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198
WA Suburban Sanitary Commission 3,406,746.840 5.26%
Employees Retirement Plan
14501 Sweitzer Ln
Laurel, MD 20707-5902
The Hitchcock Alliance 3,178,741.810 5.26%
Master Investment Program of
Pooled Investment Accounts
Attn: S.G. Shaw - B3L5 PHY SERV
1 Medical Center Drive
Lebanon, NH 03756-0001
The International Montgomery County Public Schools 1,937,602.010 21.49%
Fixed Income Portfolio Employee's Pension & Retirement System
850 Hungerford Dr. Rm 154
Rockville, MD 20850-1718
Adventist Health System Sunbelt 1,935,077.330 21.46%
Healthcare Corp.- Core
111 N. Orlando Ave.
Winter Park, FL 32789-3675
Comerica Bank Trustee 1,384,656.000 15.35%
Oakwood Pension Plan
P.O. Box 75000 M/C #3446
Detroit, MI 48275-0001
El Paso Firemen & Policemen's 1,279,394.230 14.19%
Pension Fund Policemen's Division
8201 Lockheed Drive Ste. 229
El Paso, TX 79925-2558
</TABLE>
91
<PAGE>
Delaware Pooled Trust
<TABLE>
<CAPTION>
Portfolio Name and Address of Account Share Amount Percentage
- --------- --------------------------- ------------ ----------
<S> <C> <C>
City of Brockton 1,176,155.770 13.04%
Contributory Retirement System
50 School Street
Brockton, MA 02301-4031
El Paso Firemen & Policemen's 799,621.400 8.86%
Pension Fund Firemen's Division
8201 Lockheed Drive Ste. 229
El Paso, TX 79925-2558
The Mid-Cap Lincoln National Life Insurance Company 358,455.880 99.99%
Value Equity Portfolio 1300 S. Clinton Street
Fort Wayne, IN 46802-3506
The Labor Select Maritime Association ILA 2,129,846.030 26.94%
International Equity Pension Fund
Portfolio 11550 Fuqua St Ste 425
Houston, TX 77034-4597
Operating Engineers 1,065,088.160 13.47%
LCL 101 Pension Fund
301 E. Armour Blvd. Suite 203
Kansas City, MO 64111-1259
Carpenters' Pension Fund of 808,450.920 10.22%
Western Pennsylvania
495 Mansfield Avenue
Pittsburgh, PA 15205-4376
Twin City Floor Covering Industry 653,339.060 8.26%
Zenith Administrators
7645 Metro Blvd
Minneapolis, MN 55439-3060
Local 25 SEIU and Participating Employers 586,359.820 7.41%
Pension Trust
111 West Jackson Blvd Suite 2102
Chicago, IL 60604-3503
Inlandboatmen's Union of the 470,973.090 5.95%
Pacific National Pension Plan
1220 SW Morrison Street, Suite 300
Portland, OR 97205-2222
</TABLE>
92
<PAGE>
Delaware Pooled Trust
<TABLE>
<CAPTION>
Portfolio Name and Address of Account Share Amount Percentage
- --------- --------------------------- ------------ ----------
<S> <C> <C>
The High-Yield Chicago Trust Co. 284,740.580 25.87%
Bond Portfolio FBO Lincoln National Corp.
Employees Retirement Plan
c/o Marshall & Ilsley Trust Co.
P.O. Box 2977
Milwaukee, WI 53201
Schwartz 1996 Charitable Remainder Unitrust 269,921.890 24.52%
c/o TCS Group, L.L.C.
1200 Shermer Road Suite 212
Northbrook, IL 60062-4564
The Northern Trust Company TTEE for 121,685.960 11.05%
Jack Miller Family Trust #4B
FBO Sheri Ring
c/o Northern Trust Co.
P.O. Box 92956
Chicago, IL 60603-1006
Melhorn & Co. FBO Shopmen's 109,028.870 9.90%
Iron Workers' Union #502 Pension Fund
c/o PNC Bank
1600 Market Street
Lower Level 2
Philadelphia, PA 19103-7240
Trust Four Hundred Thirty 105,755.850 9.60%
U/A/D 4/2/94
c/o TCS Group, L.L.C.
1200 Shermer Road Suite 212
Northbrook, IL 60062-4564
Trust Seven Hundred Thirty 105,755.850 9.60%
U/A/D 4/2/94
c/o TCS Group, L.L.C.
1200 Shermer Road Suite 212
Northbrook, IL 60062-4564
Mac & Co LCWF 07802802 103,661.220 9.41%
Mutual Funds Operations
P.O. Box 3198
Pittsburgh, PA 15320-3198
The Emerging Conagra Master Pension Trust 1,715,881.890 29.17%
Markets Portfolio One Conagra Drive
Omaha, NE 68102-5094
</TABLE>
93
<PAGE>
Delaware Pooled Trust
<TABLE>
<CAPTION>
Portfolio Name and Address of Account Share Amount Percentage
- --------- --------------------------- ------------ ----------
<S> <C> <C>
Burlington Northern Santa Fe 1,048,476.100 17.82%
Retirement Plan
Attn: Blaine A. Mineman
1700 E. Golf Rd.
Schaumburg, IL 60173-5084
Norwest Bank Minnesota NA 925,928.260 15.74%
FBO BT International Equity
#25332800
P.O. Box 1533
Minneapolis, MN 55480-1533
Mac & Co 602,240.900 10.23%
A/C COFF8583922
Mutual Fund Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198
Chicago Trust Company 562,257.760 9.55%
FBO Lincoln National Corp.
Employees Retirement Trust
1000 N. Water St. TR 4
Milwaukee, WI 53202-6648
M.J. Murdock Charitable Trust 304,705.220 5.18%
703 Broadway, Suite 710
Vancouver, WA 98660-3308
The Small-Cap Growth Equity Portfolio Lincoln National Life Insurance Company 353,775.160 81.21%
1300 S. Clinton Street
Fort Wayne, IN 46802-3506
Our Sunday Visitor, Inc. 81,808.450 18.78%
200 Noll Plaza
Huntington, IN 46750-4304
The Core Equity Portfolio Lincoln National Life Insurance Company 235,909.430 82.55%
1300 S. Clinton Street
Fort Wayne, IN 46802-3506
TTEES of Medical Rehabilitation, Inc. 49,840.850 17.44%
Profit Sharing Plan
FBO Ronald Zimmerman M.D.
2811 Rollins Drive
Allison Park, PA 15101-4119
</TABLE>
94
<PAGE>
Delaware Pooled Trust
<TABLE>
<CAPTION>
Portfolio Name and Address of Account Share Amount Percentage
- --------- --------------------------- ------------ ----------
<S> <C> <C>
The Small-Cap Value Equity Portfolio Lincoln National Life Insurance Company 235,294.120 99.99%
1300 S. Clinton Street
Fort Wayne, IN 46802-3506
The Select Equity Portfolio Lincoln National Life Insurance Company 235,294.120 42.92%
1300 S Clinton Street
Fort Wayne, IN 46802-3518
Chase Manhattan Bank C/F 119,788.590 21.85%
Delaware Group Foundation Funds - Balanced
Portfolio
Attn: Marisol Gordan, Global Investor
Services
3 Metro Tech Center, 8th Floor
Brooklyn, NY 11201-3800
Chase Manhattan Bank C/F 108,991.050 19.88%
Delaware Group Foundation Funds - Income
Portfolio
Attn: Marisol Gordan, Global Investor
Services
3 Metro Tech Center, 8th Floor
Brooklyn, NY 11201-3800
Chase Manhattan Bank C/F 84,074.480 15.33%
Delaware Group Foundation Funds - Growth
Portfolio
Attn: Marisol Gordan, Global Investor
Services
3 Metro Tech Center, 8th Floor
Brooklyn, NY 11201-3800
The Balanced Portfolio The Savings Plan For Employees and Partners of 23,947,896.850 88.99%
PricewaterhouseCoopers LLP
1301 Avenue of the Americas
New York, NY 10019-6022
The Profit Sharing Plan for Partners of 1,524,491.890 5.66%
PricewaterhouseCoopers LLP
1301 Avenue of the Americas
New York, NY 10019-6022
Retirement Benefit Accumulation Plan for Employees 1,436,706.520 5.33%
of PricewaterhouseCoopers LLP
1301 Avenue of the Americas
New York, NY 10019-6022
</TABLE>
95
<PAGE>
Delaware Pooled Trust
<TABLE>
<CAPTION>
Portfolio Name and Address of Account Share Amount Percentage
- --------- --------------------------- ------------ ----------
<S> <C> <C>
The Equity Income Portfolio The Savings Plan For Employees and Partners of 10,887,085.600 59.54%
PricewaterhouseCoopers LLP
1301 Avenue of the Americas
New York, NY 10019-6022
Retirement Benefit Accumulation Plan for Employees 4,258,844.810 23.29%
of PricewaterhouseCoopers LLP
1301 Avenue of the Americas
New York, NY 10019-6022
The Profit Sharing Plan for Partners of 3,137,536.790 17.16%
PricewaterhouseCoopers LLP
1301 Avenue of the Americas
New York, NY 10019-6022
The International Small-Cap Portfolio Lincoln National Life Insurance Company 352,941.180 99.99%
1300 S. Clinton Street
Fort Wayne, IN 46802-3518
The Global Lincoln National Life Insurance Company 366,910.330 99.99%
Equity Portfolio 1300 S. Clinton Street
Fort Wayne, IN 46802-3518
REIT Fund A Class Charles Schwab & Co., Inc. 506,561.810 23.95%
Special Custody Account for the Excl.
Benefits of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4122
LEWCO Securities Corp 123,207.330 5.82%
FBO A/C # H30-627865-6-01 34 Exchange
Place, 4th Floor Jersey City, NJ
07302-3885
REIT Fund B Class MLPF&S For the Sole 233,748.690 19.47%
Benefit of its Customers
Attn: Fund Administration-SEC#97SR7
4800 Deer Lake Drive E 2nd Fl.
Jacksonville, FL 32246-6484
REIT Fund C Class MLPF&S For the Sole 18,219.590 5.65%
Benefit of its Customers
Attn: Fund Administration-SEC#97SR9
4800 Deer Lake Drive E 2nd Fl.
Jacksonville, FL 32246-6484
</TABLE>
96
<PAGE>
Delaware Pooled Trust
<TABLE>
<CAPTION>
Portfolio Name and Address of Account Share Amount Percentage
- --------- --------------------------- ------------ ----------
<S> <C> <C>
REIT Fund RS DMC Employee Profit Sharing Plan 89,630.490 75.49%
Institutional Class Delaware Management Company
Employee Profit Sharing Trust
c/o Rick Seidel
1818 Market Street
Philadelphia, PA 19103
Chase Manhattan Bank C/F 29,099.540 24.50%
Delaware Group Foundation Funds-
Income Portfolio
Attn: Marisol Gordan-Global Inv. Serv.
3 Metrotech Center, 8th Floor
Brooklyn, NY 11201-3800
REIT Lincoln National Life Insurance Company 1,282,200.280 67.20%
Portfolio Class 1300 S. Clinton Street
Fort Wayne, IN 46802-3518
American States Insurance Company 625,797.400 32.79%
500 N. Meridian Street
Indianapolis, IN 46802-1275
The Real Estate The Philadelphia Orchestra Association 131,435.140 38.94%
Investment 1420 Locust Street Ste 400
Trust Portfolio II Philadelphia, PA 19102-4297
Lincoln National Life Insurance Company 130,253.930 38.59%
1300 S. Clinton Street
Fort Wayne, IN 46802-3518
City of Groton 75,832.330 22.46%
295 Meridian Street
Groton, CT 06340-4040
The Aggregate Fixed NCSC Staff Pension Plan 482,667.610 56.98%
Income Portfolio Defined Benefit
8403 Colesville Road, Suite 1200
Silver Spring, MD 20910-6322
Lincoln National Life Insurance Company 241,287.210 28.48%
1300 S. Clinton Street
Fort Wayne, IN 46802-3506
</TABLE>
97
<PAGE>
Delaware Pooled Trust
<TABLE>
<CAPTION>
Portfolio Name and Address of Account Share Amount Percentage
- --------- --------------------------- ------------ ----------
<S> <C> <C>
NCSC Contract Employees Pension Plan 77,081.550 9.10%
Defined Contribution
8403 Colesville Road, Suite 1200
Silver Spring, MD 20910-6322
TTEES of Medical Rehabilitation, Inc. 45,909.560 5.42%
Profit Sharing Plan
FBO Ronald Zimmerman M.D.
2811 Rollins Drive
Allison Park, PA 15101-4119
The Diversified Core Lincoln National Life Insurance Company 394,786.900 99.99%
Fixed Income Portfolio 1300 S. Clinton Street
Fort Wayne, IN 46802-3506
Income Portfolio A Class DMTC RS 401(k) 1,900,301.820 94.49%
Hoag Memorial Hospital Savings Plan
Attn: Retirement Plans
1818 Market Street
Philadelphia, PA 19103-3638
Income Portfolio B Class NFSC FEBO #OKS-998419 13,928.660 47.65%
NFSC/FMTC IRA Rollover
FBO Jonathan J. Williams
1122 Sinclair Way
Roseville, CA 95747-5814
Prudential Securities, Inc., FBO 4,579.180 15.66%
Mr. Arthur L. Harbin
IRA Rollover Dtd. 6/23/98
725 W. 104th Street
Los Angeles, CA 90044-4405
NFSC FEBO #BQ7-019119 2,508.360 8.58%
R James Benninghoff
5601 Coldwater Road
Fort Wayne, IN 46825-5450
NFSC FEBO #OKS-609277 1,734.040 5.93%
NFSC/FMTC IRA
FBO Teresa Linsteadt
12753 Manor Drive
Auburn, CA 95603-3621
Income Portfolio C Class David L. Stoner & 3,425.130 14.90%
Janice F. Stoner JTWROS
3207 Bowman Rd.
Landisville, PA 17538-1830
</TABLE>
98
<PAGE>
Delaware Pooled Trust
<TABLE>
<CAPTION>
Portfolio Name and Address of Account Share Amount Percentage
- --------- --------------------------- ------------ ----------
<S> <C> <C>
H. Dale Zimmermann 2,319.480 10.09%
Norma J. Zimmermann JTWROS
775 Stone Hill Road
Shoemakersville, PA 19555-9046
DMTC Custodian for the IRA of 1,986.150 8.64%
Barbara J. Turner
485 Martic Heights Drive
Holtwood, PA 17532-9683
Ruby D. Miller 1,970.750 8.57%
6451 County Road 407
Millersburg, OH 44654
RS DMTC 401K Plan 1,957.690 8.51%
Shore Line Construction, Inc.
Attn: Retirement Plans
1818 Market Street
Philadelphia, PA 19103-3638
Donaldson Lufkin Jenrette 1,773.030 7.71%
Securities Corporation, Inc.
P.O. Box 2052
Jersey City, NJ 07303-2052
DMTC Custodian for the IRA of 1,539.330 6.69%
Amos A. Bricker
2754 Mount Pleasant Road
Mount Joy, PA 17552-8728
Irvin B. Horst and Janis A. Horst JTWROS 1,162.730 5.06%
33 North Millbach Road
Newmanstown, PA 17073-9127
Income Portfolio Delaware Management Business TR-DIA 6,205.180 91.84%
Institutional Class Attn: Joseph Hastings
1818 Market Street, 16th Floor
Philadelphia, PA 19103-3691
Balanced Portfolio A Class RS DMTC 401(k) 1,472,190.220 73.97%
Hoag Memorial Hospital Savings Plan
Attn: Retirement Plans
1818 Market Street
Philadelphia, PA 19103-3638
</TABLE>
99
<PAGE>
Delaware Pooled Trust
<TABLE>
<CAPTION>
Portfolio Name and Address of Account Share Amount Percentage
- --------- --------------------------- ------------ ----------
<S> <C> <C>
Balanced Portfolio B Class Attn: Mutual Funds 9,236.570 7.76%
BHC Securities Inc.
FAO 45021199
One Commerce Square
2005 Market Street, Suite 1200
Philadelphia, PA 19103-7084
Sara A. Anthony 8,494.420 7.14%
RR 3 Box 137
Kunkletown, PA 18058-9521
Paine Weber Incorporated 6,677.460 5.61%
FBO Janine Gimpleman So Kolov and Barbara
J. Brigham Co-Ex 137066333
1000 Harborside Blvd.
Weehawken, NJ 07087
Balanced Portfolio C Class Elaine J. Avery 11,185.170 11.38%
1789 E. 91 St.
Brooklyn, NY 11236-5405
DMTC C/F The Rollover IRA of 1,114.550 8.26%
Joan F. Sylvander
1757 E. 26th St.
Brooklyn, NY 11229-2405
DMTC C/F The Rollover IRA of 6,525.840 6.64%
Catherine A. Horch
133 Henry St., Apt. 8
Brooklyn, NY 11201-2250
Dain Rauscher Inc. 6,196.250 6.30%
FBO Anne S. Hershbell
732 Kenmore Road
Amherst, VA 24521-3222
DMTC C/F The Rollover IRA of 5,613.530 5.71%
Josephine Benfatti
2017 Kimball St.
Brooklyn, NY 11234-5021
Paul K. Graybill & Grace H. Graybill 5,038.850 5.13%
Ten Ent
4 Bomberger Road
Lititz, PA 17543-9510
</TABLE>
100
<PAGE>
Delaware Pooled Trust
<TABLE>
<CAPTION>
Portfolio Name and Address of Account Share Amount Percentage
- --------- --------------------------- ------------ ----------
<S> <C> <C>
Balanced Portfolio Delaware Management Business TR-DIA 6,099.430 87.04%
Institutional Class Attn: Joseph Hastings
1818 Market Street, 16th Fl.
Philadelphia, PA 19103-3691
RS DMTC 401(k) Plan 530.500 7.57%
United Subcontractors 401(k) Plan
Attn: Retirement Plans
1818 Market Street
Philadelphia, PA 19103-3638
RS Money Purchase Pension 376.970 5.37%
IATSE Atlanta Annuity Trust Fund
Attn: Retirement Plans
1818 Market Street
Philadelphia, PA 19103-3638
Growth Portfolio A Class RS DMTC 401(k) Plan 809,138.270 67.43%
Hoag Memorial Hospital Savings Plan
Attn: Retirement Plans
1818 Market Street
Philadelphia, PA 19103-3638
RS DMTC 401(k) Plan 122,004.960 10.16%
Bottcher America Corp.
Attn: Retirement Plans
1818 Market Street
Philadelphia, PA 19103-3638
Growth Portfolio B Class DMTC C/F the Rollover IRA of 22,039.800 13.27%
Louis E. Meador
1301 Camden Place
Lawrenceville, GA 30043-5206
DMTC C/F the Beneficiary IRA of 12,279.350 7.39%
Jeanne Milner
300 Turner Road
Concord, GA 30206-2611
NSFC FEBO # BQ5-959685 9,061.320 5.45%
NFSC/FMTC IRA
FBO Joseph Morten Elkins
10602 Gray Fox Way
Savannah, GA 31406-4416
NSFC FEBO # BQ5-00540 8,636.340 5.20%
Carolyn W. Shay
9 North Marsh Rd.
Savannah, GA 31410-1036
</TABLE>
101
<PAGE>
Delaware Pooled Trust
<TABLE>
<CAPTION>
Portfolio Name and Address of Account Share Amount Percentage
- --------- --------------------------- ------------ ----------
<S> <C> <C>
Growth Portfolio C Class Benuel A. Stoltzfus 8,209.260 14.55%
Regina Stoltzfus JTWROS
255 California Road
Morgantown, PA 19543-9444
RS DMTC 401(k) Plan 5,659.830 10.03%
Shore Line Construction Inc.
Attn: Retirement Plans
1818 Market Street
Philadelphia, PA 19103-3638
RS DMTC 401(k) Plan 5,405.920 9.58%
L.L. Baumunk & Son
Attn: Retirement Plans
1818 Market Street
Philadelphia, PA 19103-3638
RS DMTC 401(k) Plan 3,902.830 6.92%
Warren S. Kurnick, M.D., 401(k) Plan
Attn: Retirement Plans
1818 Market Street
Philadelphia, PA 19103-3638
RS DMTC 401 (k) Plan 3,887.200 6.89%
American Independent Insurance Co.
Attn: Retirement Plans
1818 Market Street
Philadelphia, PA 19103-3638
Richard K. Morford 3,448.720 6.11%
1109 Tall Pines Court
Petoskey, MI 49770-3200
Growth Portfolio Institutional Delaware Management Business TR-DIA 5,962.100 84.53%
Attn: Joseph Hastings
1818 Market Street, 16th Fl.
Philadelphia, PA 19103-3638
RS Money Purchase Pension 1,024.210 14.52%
IATSE Atlanta Annuity Trust Fund
Attn: Retirement Plans
1818 Market Street
Philadelphia, PA 19103-3638
</TABLE>
102
<PAGE>
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.
Certain officers and trustees of Pooled Trust and Foundation Funds hold
identical positions in each of the other funds in the Delaware Investments
family. Trustees and principal officers of Pooled Trust 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 trustee is
One Commerce Square, Philadelphia, PA 19103.
103
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
*Wayne A. Stork (62) Chairman, Trustee of Pooled Trust and Foundation Funds and the other 31
investment companies In the Delaware Investments family
Chairman and Director of Delaware Management Holdings, Inc.
Director of Delaware International Advisers Ltd.
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.
</TABLE>
- ----------------------
* Director/Trustee affiliated with the Portfolio's investment manager and
considered an "interested person" as defined in the 1940 Act.
104
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
*David K. Downes (60) President, Chief Executive Officer, Chief Operating Officer, Chief Financial
Officer and Trustee of Pooled Trust, Foundation Funds and the other 31
investment companies in the Delaware Investments family
President and Director of Delaware Management Company, Inc.
President of Delaware Management Company (a series of Delaware Management
Business Trust)
President, Chief Executive Officer and Director of Delaware Capital
Management, Inc.
Chairman, President, Chief Executive Officer and Director of Delaware Service
Company, Inc.
President, Chief Operating Officer, Chief Financial Officer and Director of
Delaware International Holdings Ltd.
Chairman and Director of Delaware Management Trust Company and Retirement
Financial Services, Inc.
Executive Vice President, Chief Operating Officer, Chief Financial Officer of
Delaware Management Holdings, Inc., Founders CBO Corporation, Delaware
Investment Advisers (a series of Delaware Management Business Trust) and
Delaware Distributors, L.P.
Executive Vice President, Chief Operating Officer, Chief Financial Officer
and Trustee of Delaware Management Business Trust
Executive Vice President, Chief Operating Officer, Chief Financial Officer
and Director of DMH Corp., Delaware Distributors, Inc., Founders Holdings,
Inc. and Delvoy, Inc.
Director of Delaware International Advisers Ltd.
During the past five years, Mr. Downes has served in various executive
capacities at different times within the Delaware organization.
</TABLE>
- ----------------------
* Director/Trustee affiliated with the Portfolio's investment manager and
considered an "interested person" as defined in the 1940 Act.
105
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Richard G. Unruh, Jr. (60) Executive Vice President and Chief Investment Officer, Equity of Pooled
Trust, Foundation Funds and the other 31 investment companies in the Delaware
Investments family
Chief Executive Officer/Chief Investment Officer of Delaware Investment
Advisers (a series of Delaware Management Business Trust)
Executive Vice President/Chief Investment Officer of Delaware Management
Company (a series of Delaware Management Business Trust)
Executive Vice President and Director/Trustee of Delaware Management Company,
Inc. and Delaware Management Business Trust
Executive Vice President of Delaware Management Holdings, Inc. and Delaware
Capital Management, Inc.
Director of Delaware International Advisers Ltd.
During the past five years, Mr. Unruh has served in various executive
capacities at different times within the Delaware organization.
Richard J. Flannery (42) Executive Vice President and General Counsel of Pooled Trust, Foundation
Funds, the other 31 investment companies in the Delaware Investments family,
Delaware Management Holdings, Inc., Delaware Management Company (a series of
Delaware Management Business Trust), Delaware Investment Advisers (a series
of Delaware Management Business Trust) and Founders CBO Corporation.
Executive Vice President/General Counsel and Director of Delaware
International Holdings Ltd., Founders Holdings, Inc., Delvoy, Inc., DMH
Corp., Delaware Management Company, Inc., Delaware Service Company, Inc.,
Delaware Capital Management, Inc., Retirement Financial Services, Inc.,
Delaware Distributors, Inc., Delaware Distributors, L.P. and Delaware
Management Trust Company.
Executive Vice President/General Counsel and Trustee of Delaware Management
Business Trust.
Director of Delaware International Advisers Ltd.
Director of HYPPCO Finance Company Ltd.
During the past five years, Mr. Flannery has served in various executive
capacities at different times within the Delaware organization.
</TABLE>
106
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Walter P. Babich (72) Trustee of Pooled Trust, Foundation Funds and the other 31 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 (62) Trustee of Pooled Trust, 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.
Anthony D. Knerr (61) Trustee of Pooled Trust, Foundation Funds and the other 31 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 (59) Trustee of Pooled Trust, Foundation Funds and the other 31 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.
</TABLE>
107
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Thomas F. Madison (64) Trustee of Pooled Trust, Foundation Funds and the other 31 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.
Charles E. Peck (74) Trustee of Pooled Trust, Foundation Funds and the other 31 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.
Jan L. Yeomans (51) Trustee of Pooled Trust and Foundation Funds and the other 31 investment
companies in the Delaware Investments family
Building 220-13W-37, St. Paul, MN 55144
Vice President and Treasurer, 3M Corporation.
From 1987-1994, Ms. Yeomans was Director of Benefit Funds and Financial
Markets for the 3M Corporation; Manager of Benefit Fund Investments for the
3M Corporation, 1985-1987; Manager of Pension Funds for the 3M Corporation,
1983-1985; Consultant -- Investment Technology Group of Chase Econometrics,
1982-1983; Consultant for Data Resources, 1980-1982; Programmer for the
Federal Reserve Bank of Chicago, 1970-1974.
Joseph H. Hastings (50) Senior Vice President/Corporate Controller of Pooled Trust, Foundation Funds,
the other 31 investment companies in the Delaware Investments family and
Delaware Investment Advisers (a series of Delaware Management Business Trust)
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., Founders Holdings, Inc. and Delaware Management
Business Trust
</TABLE>
108
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Executive Vice President/Chief Financial Officer/Treasurer of Delaware
Management Trust Company
Chief Financial Officer of Retirement Financial Services, Inc.
Senior Vice President/Assistant Treasurer of Founders CBO Corporation
During the past five years, Mr. Hastings has served in various executive
capacities at different times within the Delaware organization.
Michael P. Bishof (37) Senior Vice President and Treasurer of Pooled Trust, Foundation Funds and the
other 31 investment companies in the Delaware Investments family
Senior Vice President/Investment Accounting of Delaware Service Company,
Inc., Delaware Capital Management, Inc., Delaware Distributors, L.P.,
Delaware Management Company (a series of Delaware Management Business Trust)
and Founders Holdings, Inc.
Senior Vice President and Treasurer/ Investment Accounting of Delaware
Investment Advisers (a series of Delaware Management Business Trust)
Senior Vice President and Manager/Investment Accounting of Delaware
International Holdings, Inc.
Senior Vice President and 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.
George E. Deming (58) Vice President/Senior Portfolio Manager of Pooled Trust, Foundation Funds,
the other 31 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)
Director of Delaware International Advisers Ltd.
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.
</TABLE>
109
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Gerald S. Frey (54) Senior Vice President/Senior Portfolio Manager of Pooled Trust, Foundation
Funds, the other 31 investment companies in the Delaware Investments family,
Delaware Management Company (a series of Delaware Management Business Trust),
Delaware Investment Advisers (a series of Delaware Management Business Trust)
and Delaware Capital Management, Inc.
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 (45) Vice President/Senior Portfolio Manager of Pooled Trust, Foundation Funds,
the 31 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.
During the past five years, Mr. Reed has served in such capacities within the
Delaware organization.
Gerald T. Nichols (41) Vice President/Senior Portfolio Manager of Pooled Trust, Foundation Funds,
the 31 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 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.
Paul A. Matlack (40) Vice President/Senior Portfolio Manager of Pooled Trust, Foundation Funds,
the 31 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 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.
</TABLE>
110
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Roger A. Early (46) Vice President/Senior Portfolio Manager of Pooled Trust, Foundation Funds,
the 31 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 (38) Vice President/Senior Portfolio Manager of Pooled Trust, Foundation Funds,
the other 31 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, 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.
J. Paul Dokas (40) Vice President/Senior Portfolio Manager of Pooled Trust, Foundation Funds,
the other 31 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, he was a Director of Trust
Investments for Bell Atlantic Corporation in Philadelphia.
John B. Fields (54) Senior Vice President/Senior Portfolio Manager of Pooled Trust, Foundation
Funds, the other 31 investment companies in the Delaware Investments family,
Delaware Management Company (a series of Delaware Management Business Trust),
Delaware Investment Advisers (a series of Delaware Management Business Trust)
and Delaware Capital Management, Inc.
Trustee of Delaware Management Business Trust.
During the past five years, Mr. Fields has served in various capacities at
different times within the Delaware organization.
</TABLE>
111
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Robert L. Arnold (36) Vice President/Senior Portfolio Manager of Pooled Trust, Foundation Funds,
the other 31 investment companies in the Delaware Investments family,
Delaware Management Company (a series of Delaware Management Business Trust)
, Delaware Investment Advisers (a series of Delaware Management Business
Trust) and Delaware Capital Management, Inc.
During the past five years, Mr. Arnold has served in various capacities at
different times within the Delaware organization.
Timothy J. Connors (46) Vice President/Senior Portfolio Manager of Pooled Trust, Foundation Funds,
the other 31 investment companies in the Delaware Investments family,
Delaware Management Company (a series of Delaware Management Business Trust)
, Delaware Investment Advisers (a series of Delaware Management Business
Trust) and Delaware Capital Management, Inc.
Before joining Delaware Investments in 1997, Mr. Connors served as a
Principal at Miller, Anderson & Sherrerd, where he managed equity accounts,
conducted sector analysis and directed research. He previously held positions
at CoreStates Investment Advisers and Fauquier National Bank.
Thomas J. Trotman (48) Vice President/Portfolio Manager of Pooled Trust, Foundation Funds, the other
31 investment companies in the Delaware Investments family, Delaware
Management Company (a series of Delaware Management Business Trust) ,
Delaware Investment Advisers (a series of Delaware Management Business Trust)
and Delaware Capital Management, Inc.
Before joining Delaware Investments in 1995, Mr. Trotman was Vice President
and Director of Investment Research at Independence Capital Management.
Before that, he held credit-related positions at Marine Midland Bank, U.S.
Steel Corporation, and Amerada Hess.
Damon J. Andres (30) Vice President/Portfolio Manager of Pooled Trust, Foundation Funds, the other
31 investment companies in the Delaware Investments family, Delaware
Management Company (a series of Delaware Management Business Trust), Delaware
Investment Advisers (a series of Delaware Management Business Trust) and
Delaware Capital Management, Inc.
Before joining Delaware Investments in 1994, Mr. Andres performed investment
counseling services as a Consulting Associate with Cambridge Associates, Inc.
in Arlington Virginia.
Christopher S. Beck (42) Vice President/Senior Portfolio Manager of Pooled Trust, Foundation Funds,
the other 31 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.
</TABLE>
112
<PAGE>
With respect to Pooled Trust, the following is a compensation table
listing for each trustee entitled to receive compensation, the aggregate
compensation received from Pooled Trust and the total compensation received from
all Delaware Investments funds for the fiscal year ended October 31, 1999 and an
estimate of annual benefits to be received upon retirement under the Delaware
Investments Retirement Plan for Trustees as of October 31, 1999. Only the
independent trustees of Pooled Trust receive compensation from Pooled Trust.
<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. Portfolio Expenses Retirement(1) Companies(2)
- ---------------------------------- ------------------------ --------------------------- ------------------------- ------------------
<S> <C>
W. Thacher Longstreth (3) None
- ---------------------------------- ------------------------ --------------------------- ------------------------- ------------------
Ann R. Leven None
- ---------------------------------- ------------------------ --------------------------- ------------------------- ------------------
Walter P. Babich None
- ---------------------------------- ------------------------ --------------------------- ------------------------- ------------------
Anthony D. Knerr None
- ---------------------------------- ------------------------ --------------------------- ------------------------- ------------------
Charles E. Peck None
- ---------------------------------- ------------------------ --------------------------- ------------------------- ------------------
Thomas F. Madison None
- ---------------------------------- ------------------------ --------------------------- ------------------------- ------------------
John H. Durham (4) None
- ---------------------------------- ------------------------ --------------------------- ------------------------- ------------------
Jan L. Yeomans (3) None
- ---------------------------------- ------------------------ --------------------------- ------------------------- ------------------
</TABLE>
(1) Under the terms of the Delaware Group Retirement Plan for Trustees,
each disinterested 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 trustee for a period equal to the lesser of the
number of years that such person served as a 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
trustees of each investment company at the time of such person's
retirement. If an eligible trustee retired as of the periods noted
above for Pooled Trust 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 trustee, based on the
number of investment companies in the Delaware Investments family as of
that date.
(2) Each independent trustee (other than John H. Durham) currently receives
a total annual retainer fee of $______ for serving as a trustee for all
33 investment companies in Delaware Investments, plus $______ for each
Board Meeting attended. John H. Durham currently receives a total
annual retainer fee of $_______ for serving as a trustee for 19
investment companies in Delaware Investments, plus $_______ for each
Board Meeting attended. Ann R. Leven, Thomas F. Madison, 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 $_______ from all investment
companies, in the aggregate, with the exception of the chairperson, who
receives $_______.
(3) W. Thacher Longstreth retired from the Board of Trustees of Pooled
Trust on April 13, 1999. Jan L. Yeomans joined the Board of Trustees of
Pooled Trust on April 13,1999.
(4) John H. Durham joined the Board of Trustees of 19 investment companies
in Delaware Investments on April 16, 1998.
113
<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 ended September 30, 2000 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 Trustees during the Trust's fiscal year. Only
the independent trustees of Foundation Funds receive compensation from the
Trust.
<TABLE>
<CAPTION>
- ---------------------------------- ------------------------ --------------------------- ------------------------- ------------------
Pension or Total
Retirement Estimated Compensation
Aggregate Benefits Annual from
Compensation Accrued Benefits Delaware
to be received from as Part of Upon Investment
Name the Trust the Trust Retirement(1) Companies(2)
- ---------------------------------- ------------------------ --------------------------- ------------------------- ------------------
<S> <C>
W. Thacher Longstreth (3) None
- ---------------------------------- ------------------------ --------------------------- ------------------------- ------------------
Ann R. Leven None
- ---------------------------------- ------------------------ --------------------------- ------------------------- ------------------
Walter P. Babich None
- ---------------------------------- ------------------------ --------------------------- ------------------------- ------------------
Anthony D. Knerr None
- ---------------------------------- ------------------------ --------------------------- ------------------------- ------------------
Charles E. Peck None
- ---------------------------------- ------------------------ --------------------------- ------------------------- ------------------
Thomas F. Madison None
- ---------------------------------- ------------------------ --------------------------- ------------------------- ------------------
John H. Durham (4) None
- ---------------------------------- ------------------------ --------------------------- ------------------------- ------------------
Jan L. Yeomans (5) None
- ---------------------------------- ------------------------ --------------------------- ------------------------- ------------------
</TABLE>
(1) Under the terms of the Delaware Group Retirement Plan for Trustees, each
disinterested 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 trustee for a period equal to the lesser of the number of
years that such person served as a 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 trustees of
each investment company at the time of such person's retirement. If an
eligible trustee retired as of the periods noted above for Pooled Trust
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 trustee, based on the number of investment companies in the
Delaware Investments family as of that date.
(2) Each independent trustee (other than John H. Durham) currently receives a
total annual retainer fee of $_______ for serving as a trustee for all 33
investment companies in Delaware Investments, plus $_______ for each
Board Meeting attended. John H. Durham currently receives a total annual
retainer fee of $_______ for serving as a trustee for 19 investment
companies in Delaware Investments, plus $_______ for each Board Meeting
attended. Ann R. Leven, Thomas F. Madison, 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
$_______ from all investment companies, in the aggregate, with the
exception of the chairperson, who receives $_______.
(3) W. Thacher Longstreth retired from the Board of Trustees of Foundation
Funds on March 17, 1999. The compensation shown in the table is the
amount Mr. Longstreth received from October 1, 1998 through March
17,1999.
(4) John H. Durham joined the Board of Trustees of 19 investment companies in
Delaware Investments on April 16, 1998.
(5) Jan L. Yeomans joined the Board of Trustees of Foundation Funds on March
17, 1999. The compensation shown is the amount Ms. Yeomans is expected to
receive from March 17, 1999 through September 30, 1999.
114
<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,
The Select Equity, The Equity Income and The Core Equity Portfolios. Delaware
International furnishes similar services to The International Equity, The
International Large-Cap Equity, 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 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
----- ----------- ---------- --------------
10/31/99
10/31/98 $254,157 $211,644 $42,513
10/31/97 N/A N/A N/A
115
<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, 1999.
The Distributor received aggregate CDSC payments in the amount of
$-------------- with respect to Class B Shares of REIT Fund for fiscal year
ended October 31, 1999. The Distributor received CDSC payments in the amount of
$------------- with respect to Class C Shares of REIT Fund for fiscal year ended
October 31, 1999.
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 (other than The Real Estate Investment Trust
Portfolio effective October 14, 1997) is $25,000 annually. The Transfer Agent
will bill, and Pooled Trust 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 Trustees, including a majority of the disinterested trustees.
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 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 are no
limitations on the Trust's ability to redeem its shares of the Portfolio 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, The Small-Cap Growth Equity
Portfolio, The Core Equity Portfolio, The Mid-Cap Value Equity Portfolio and The
Small-Cap Value Portfolio, and will make an investment in each of The Asset
Allocation Portfolio, The Select Equity Portfolio and The International
Small-Cap Portfolio, which could result in LNLIC owning approximately 100% of
the outstanding shares of the respective Portfolios. Subject to certain limited
exceptions, are no limitations on LNLIC's ability to redeem its shares of any
Portfolio and it may elect to do so at any time.
116
<PAGE>
The investment adviser and its affiliates own the name "Delaware
Group." Under certain circumstances, including the termination of Pooled Trust's
or Foundation Funds' advisory relationship with the investment adviser or its
distribution relationship with the Distributor, the investment adviser and its
affiliates could cause Pooled Trust or Foundation Funds to delete the words
"Delaware Group" from Pooled Trust'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 trustees of Pooled Trust or, as
applicable, Foundation Funds in accordance with Rule 17f-5 of the 1940 Act. In
the selection of foreign subcustodians, the trustees 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 has an unlimited authorized number of shares of beneficial
interest with no par value, issued in separate portfolios.
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 of its portfolios.
While all shares have equal voting rights on matters affecting Pooled
Trust 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 of Pooled Trust have noncumulative voting rights which
means that the holders of more than 50% of the shares of Pooled Trust voting for
the election of trustees can elect all the trustees if they choose to do so,
and, in such event, the holders of the remaining shares will not be able to
elect any trustees.
Portfolio shares of Foundation Funds have noncumulative voting rights
which means that the holders of more than 50% of the shares of Foundation Funds
voting for the election of trustees can elect all the trustees if they choose to
do so, and, in such event, the holders of the remaining shares will not be able
to elect any trustees.
117
<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 Portfolios' 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 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 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 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:
P(1 + T)n = 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.
118
<PAGE>
The performance, as shown below, is the average annual total return
quotations for the Portfolios operating for at least one year as of October 31,
1999. Securities prices fluctuated during the period covered and the past
results should not be considered as representative of future performance.
<TABLE>
<CAPTION>
Average Annual Total Return(1)
- -------------------------------------------------------- ------------------ ----------------- ------------------ ----------------
1 year ended 3 years ended 5 years ended
10/31/99 10/31/99 10/31/99 Life of Fund
- -------------------------------------------------------- ------------------ ----------------- ------------------ ----------------
<S> <C> <C>
The Large-Cap Value Equity Portfolio
(Inception 2/3/92)
- -------------------------------------------------------- ------------------ ----------------- ------------------ ----------------
The International Equity Portfolio
(Inception 2/4/92)
- -------------------------------------------------------- ------------------ ----------------- ------------------ ----------------
The Mid-Cap Growth Equity Portfolio
(Inception 2/27/92)
- -------------------------------------------------------- ------------------ ----------------- ------------------ ----------------
The Global Fixed Income Portfolio
(Inception 11/30/92)
- -------------------------------------------------------- ------------------ ----------------- ------------------ ----------------
The Labor Select International Equity Portfolio N/A
(Inception 12/19/95)
- -------------------------------------------------------- ------------------ ----------------- ------------------ ----------------
The Intermediate Fixed Income Portfolio N/A
(Inception 3/12/96)
- -------------------------------------------------------- ------------------ ----------------- ------------------ ----------------
The High Yield Bond Portfolio N/A N/A
(Inception 12/2/96)
- -------------------------------------------------------- ------------------ ----------------- ------------------ ----------------
The International Fixed Income Portfolio N/A N/A
(Inception 4/11/97)
- -------------------------------------------------------- ------------------ ----------------- ------------------ ----------------
The Emerging Markets Portfolio N/A N/A
(Inception 4/14/97)
- -------------------------------------------------------- ------------------ ----------------- ------------------ ----------------
The Global Equity Portfolio N/A N/A
(Inception 10/15/97)
- -------------------------------------------------------- ------------------ ----------------- ------------------ ----------------
The Real Estate Investment Trust Portfolio II N/A N/A
(Inception 11/4/97)
- -------------------------------------------------------- ------------------ ----------------- ------------------ ----------------
The Mid-Cap Value Equity Portfolio N/A N/A
(Inception 12/29/97)
- -------------------------------------------------------- ------------------ ----------------- ------------------ ----------------
The Aggregate Fixed Income Portfolio N/A N/A
(Inception 12/29/97)
- -------------------------------------------------------- ------------------ ----------------- ------------------ ----------------
The Diversified Core Fixed Income Portfolio N/A N/A
(Inception 12/29/97)
- -------------------------------------------------------- ------------------ ----------------- ------------------ ----------------
The Core Equity Portfolio N/A N/A
(Inception 9/15/98)
- -------------------------------------------------------- ------------------ ----------------- ------------------ ----------------
The Small-Cap Growth Equity Portfolio N/A N/A
(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.
119
<PAGE>
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, is not
deducted from any computation of total return. The Portfolio 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. 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)
The Real Estate Investment Trust Portfolio
The Real Estate Investment Trust Portfolio Class (2)
1 year ended 10/31/99
3 years ended 10/31/99
Period 12/6/95(3) through 10/31/99
(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 Real Estate Investment Trust Portfolio class commenced operations
on 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).
<TABLE>
<CAPTION>
Average Annual Total Return(1)
The Real Estate Investment Trust Portfolio
REIT Fund REIT Fund REIT Fund
A Class(2) A Class(2) Institutional
(at Offer) (at NAV) Class(3)
---------- ---------- -------------
<S> <C> <C> <C>
1 year ended 10/31/99
3 years ended 10/31/99
Period 11/11/97 (3) through 10/31/99
Period 12/6/95 (4) through 10/31/99
</TABLE>
(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) REIT Fund Institutional Class commenced operations on
November 11, 1997.
(4) Date of initial sale of the original class (now REIT Fund A Class).
120
<PAGE>
<TABLE>
<CAPTION>
Average Annual Total Return(1)
The Real Estate Investment Trust Portfolio
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>
1 year ended 10/31/99
Period 11/11/97 (2) through 10/31/99
</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 negatively.
(2) Date of initial sale.
Pooled Trust 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
YIELD = 2[(-------- + 1)6 -- 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.
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, 1999 were _______% and _______%, 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.
121
<PAGE>
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 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.
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.
122
<PAGE>
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, 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.
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.
123
<PAGE>
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.
124
<PAGE>
The following tables are an example, for purposes of illustration only,
of cumulative total return performance for the Portfolios operating as of
October 31, 1999. 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
10/31/99 10/31/99 10/31/99 10/31/99 10/31/99 10/31/99 Fund
- ------------------------------------------------- ---------- ------------ ------------ ------------ ----------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
The Large Cap Value Equity Portfolio
(Inception 2/3/92)
- ------------------------------------------------- ---------- ------------ ------------ ------------ ----------- ----------- --------
The International Equity Portfolio
(Inception 2/4/92)
- ------------------------------------------------- ---------- ------------ ------------ ------------ ----------- ----------- --------
The Mid-Cap Growth Equity Portfolio
(Inception 2/27/92)
- ------------------------------------------------- ---------- ------------ ------------ ------------ ----------- ----------- --------
The Global Fixed Income Portfolio
(Inception 11/30/92)
- ------------------------------------------------- ---------- ------------ ------------ ------------ ----------- ----------- --------
The Labor Select International Equity Portfolio N/A
(Inception 12/19/95)
- ------------------------------------------------- ---------- ------------ ------------ ------------ ----------- ----------- --------
The Intermediate Fixed Income Portfolio N/A
(Inception 3/12/96)
- ------------------------------------------------- ---------- ------------ ------------ ------------ ----------- ----------- --------
The High Yield Bond Portfolio N/A N/A
(Inception 12/2/96)
- ------------------------------------------------- ---------- ------------ ------------ ------------ ----------- ----------- --------
The International Fixed Income Portfolio N/A N/A
(Inception 4/11/97)
- ------------------------------------------------- ---------- ------------ ------------ ------------ ----------- ----------- --------
The Emerging Markets Portfolio N/A N/A
(Inception 4/14/97)
- ------------------------------------------------- ---------- ------------ ------------ ------------ ----------- ----------- --------
The Global Equity Portfolio N/A N/A
(Inception 10/15/97)
- ------------------------------------------------- ---------- ------------ ------------ ------------ ----------- ----------- --------
The Real Estate Investment Trust Portfolio II N/A N/A
(Inception 11/4/97)
- ------------------------------------------------- ---------- ------------ ------------ ------------ ----------- ----------- --------
The Mid-Cap Value Equity Portfolio N/A N/A
(Inception 12/29/97)
- ------------------------------------------------- ---------- ------------ ------------ ------------ ----------- ----------- --------
The Aggregate Fixed Income Portfolio N/A N/A
(Inception 12/29/97)
- ------------------------------------------------- ---------- ------------ ------------ ------------ ----------- ----------- --------
The Diversified Core Fixed Income Portfolio N/A N/A
(Inception 12/29/97)
- ------------------------------------------------- ---------- ------------ ------------ ------------ ----------- ----------- --------
The Core Equity Portfolio N/A N/A
(Inception 9/15/98)
- --------------------------------------------------- ---------- ------------ ------------ ------------ ----------- ----------- ------
The Small-Cap Growth Equity Portfolio N/A N/A
(Inception 9/15/98)
- --------------------------------------------------- ---------- ------------ ------------ ------------ ----------- ----------- ------
The Small-Cap Value Equity Portfolio N/A N/A N/A N/A
(Inception 3/29/99)
- --------------------------------------------------- ---------- ------------ ------------ ------------ ----------- ----------- ------
The Select Equity Portfolio N/A N/A N/A N/A N/A
(Inception 6/29/99)
- --------------------------------------------------- ---------- ------------ ------------ ------------ ----------- ----------- ------
The Balanced Portfolio N/A N/A N/A N/A N/A
(Inception 6/30/99)
- --------------------------------------------------- ---------- ------------ ------------ ------------ ----------- ----------- ------
The Equity Income Portfolio N/A N/A N/A N/A N/A
(Inception 6/30/99)
- --------------------------------------------------- ---------- ------------ ------------ ------------ ----------- ----------- ------
The International Small-Cap Portfolio N/A N/A N/A N/A N/A
(Inception 7/20/99)
- --------------------------------------------------- ---------- ------------ ------------ ------------ ----------- ----------- ------
</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.
125
<PAGE>
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, 1999. The cumulative total return for Class B and C
Shares excluding CDSC assumes the shares were not redeemed at October 31, 1999
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 10/31/99
6 months ended 10/31/99
9 months ended 10/31/99
1 year ended 10/31/99
3 years ended 10/31/99
Period 12/6/95(3) through 10/31/99
(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 Real Estate Investment Trust Portfolio class commenced operations
on 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).
126
<PAGE>
<TABLE>
<CAPTION>
Cumulative Total Return (1)
The Real Estate Investment Trust Portfolio
REIT Fund A Class (at REIT Fund Institutional
Offer)(2) Class (3)
--------------------- -----------------------
<S> <C> <C> <C>
3 months ended 10/31/99
6 months ended 10/31/99 (5)
9 months ended 10/31/99
1 year ended 10/31/99
3 years ended 10/31/99 N/A
Period 11/11/97 (3) through 10/31/99 N/A
Period 12/6/95 (4) through 10/31/99 N/A
</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 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 _________% for the six
months ended October 31, 1999.
127
<PAGE>
Cumulative Total Return (1)
The Real Estate Investment Trust Portfolio
<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> <C> <C> <C>
3 months ended 10/31/99 0.73% 5.73% 4.73% 5.73%
6 months ended 10/31/99 1.46% 6.31% 5.34% 6.31%
9 months ended 10/31/99 (5.22)% (0.70)% (1.61)% (0.70)%
1 year ended 10/31/99 (11.40)% (7.19)% (8.04)% (7.20)%
Period 11/11/97 (2) through 10/31/99 (8.82)% (5.71)% (5.71)% (5.71)%
</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 negatively.
(2) Date of initial sale.
In addition, information will be provided that discusses the overriding
investment philosophies of Delaware and Delaware International and how those
philosophies impact each Portfolio in the strategies Pooled Trust 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.
FINANCIAL STATEMENTS
Ernst & Young LLP serves as the independent auditors for Delaware
Pooled Trust ("Pooled Trust") and, in its capacity as such, audits the annual
financial statements contained in the Pooled Trust's Annual Reports. Each
Portfolio's, other than The International Large-Cap Equity and The All-Cap
Growth Equity Portfolios', Statement of Net Assets, Statement of Operations,
Statement 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, 1999 are included in Pooled Trust'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 Part B. The International Large-Cap
Equity Portfolio and The All-Cap Growth Equity Portfolio were not operating on
October 31, 1999.
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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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.
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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. Delaware Devon
Fund seeks current income and capital appreciation by investing primarily in
income-producing common stocks, with a focus on common stocks the investment
adviser believes have the potential for above average dividend increases over
time.
Delaware Trend Fund seeks long-term growth by investing in common
stocks issued by emerging growth companies exhibiting strong capital
appreciation potential.
Delaware 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.
Delaware 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.
Delaware 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. Delaware 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. Delaware 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. Delaware 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.
Delaware 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. Delaware 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. Delaware High-Yield Opportunities Fund seeks to provide
investors with total return and, as a secondary objective, high current income.
Delaware Corporate Bond Fund seeks to provide investors with total return by
investing primarily in corporate bonds. Delaware Extended Duration Bond Fund
seeks to provide investors with total return by investing primarily in corporate
bonds.
Delaware 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 American Government Bond 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.
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Delaware Cash Reserve Fund 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.
Delaware Tax-Free USA Fund seeks high current income exempt from
federal income tax by investing in municipal bonds of geographically-diverse
issuers. Delaware 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. Delaware 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.
Delaware 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.
Delaware 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.
Delaware 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. Delaware 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.
Delaware Foundation Funds are "fund of funds" which invest in other
funds in the Delaware Investments family (referred to as "Underlying Funds").
Delaware 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. Delaware 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. Delaware 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.
Delaware 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.
Delaware 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.
Delaware Global Equity Fund seeks to achieve long-term total return by investing
in global securities that provide the potential for capital appreciation and
income. Delaware Emerging Markets Fund seeks long-term capital appreciation by
investing primarily in equity securities of issuers located or operating in
emerging countries.
Delaware 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. Delaware 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
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high stable level of current income while minimizing fluctuations in principal
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. Aggressive Growth
Series seeks long-term capital appreciation. The Series attempts to achieve its
investment objective by investing primarily in equity securities of companies
which the manager believes have the potential for high earnings growth. U.S.
Growth Series seeks to maximize capital appreciation by investing in companies
of all sizes which have low yields, strong balance sheets and high expected
earnings growth rates relative to their industry.
Delaware U.S. 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 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 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 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.
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Delaware 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 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 Tax-Free Florida 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 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 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 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 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 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 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 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 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
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. Delaware 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 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 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 Montana Municipal Bond Fund seeks to provide a high level of
current income exempt from federal income tax and the Montana personal income
tax, consistent with the preservation of capital.
Delaware 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.
Delaware 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 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.
Delaware Select 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. Delaware 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. Delaware 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.
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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) Agreement and Declaration of Trust
(1) Agreement and Declaration of Trust (December
17, 1998) incorporated into this filing by
reference to Post-Effective Amendment No. 30
filed December 14, 1999.
(2) Certificate of Trust (December 17, 1998)
incorporated into this filing by reference
to Post-Effective Amendment No. 30 filed
December 14, 1999.
(b) By-Laws (December 17, 1998) incorporated into this
filing by reference to Post-Effective Amendment No.
30 filed December 14, 1999.
(c) Copies of all Instruments Defining the Rights of
Holders
(1) Agreement and Declaration of Trust. Articles
III, V and VI of Agreement and Declaration
of Trust incorporated into this filing by
reference to Exhibit (a)(1) to
Post-Effective Amendment No. 30 filed
December 14, 1999.
(2) By-Laws. Article II of the By-Laws
incorporated into this filing by reference
to Exhibit (b) to Post-Effective Amendment
No. 30 filed December 14, 1999.
(d) Investment Management Agreements
(1) Form of Investment Management Agreement (December
1999) between the Registrant and Delaware Management Company (a series of
Delaware Management Business Trust) on behalf of The Small-Cap Value Equity
Portfolio, The Aggregate Fixed Income Portfolio, The Core Equity Portfolio, The
Diversified Core Fixed Income Portfolio, The High-Yield Bond Portfolio, The
Intermediate Fixed Income Portfolio, The Large-Cap Value Equity Portfolio, The
Mid-Cap Growth Equity Portfolio, The Mid-Cap Value Equity Portfolio, The Real
Estate Investment Trust Portfolio, The Real Estate Investment Trust Portfolio II
and The Small-Cap Growth Equity Portfolio is incorporated into this filing by
reference to Post-Effective Amendment No. 30 filed December 14, 1999.
(2) Form of Investment Management Agreement (December
1999) between the Registrant and Delaware International Advisers Ltd. on behalf
of The Emerging Markets, The Global Equity, The Global Fixed Income, The
International Equity, The International Fixed Income, The International
Large-Cap Equity, The International Small-Cap and The Labor Select International
Equity Portfolios is incorporated into this filing by reference to
Post-Effective Amendment No. 30 filed December 14, 1999.
<PAGE>
(3) Form of Investment Sub-Advisory Agreement
(December 1999) between Delaware Management Company (a series of Delaware
Management Business Trust) and Delaware International Advisers Ltd. on behalf of
The Diversified Core Fixed Income Portfolio is incorporated into this filing by
reference to Post-Effective Amendment No. 30 filed December 14, 1999.
(4) Form of Investment Sub-Advisory Agreement
(December 1999) between Delaware International Advisers Ltd. and Delaware
Management Company (a series of Delaware Management Business Trust) on behalf of
The Global Equity Portfolio is incorporated into this filing by reference to
Post-Effective Amendment No. 30 filed December 14, 1999.
(5) Form of Investment Sub-Advisory Agreement
(December 1999) between Delaware Management Company (a series of Delaware
Management Business Trust) and Lincoln Investment Management, Inc. on behalf of
The Real Estate Investment Trust Portfolio is incorporated into this filing by
reference to Post-Effective Amendment No. 30 filed December 14, 1999.
(6) Form of Investment Sub-Advisory Agreement
(December 1999) between Delaware Management Company (a series of Delaware
Management Business Trust) and Lincoln Investment Management, Inc. on behalf of
The Real Estate Investment Trust Portfolio II is incorporated into this filing
by reference to Post-Effective Amendment No. 30 filed December 14, 1999.
(7) Form of Amendment (March 2000) to Exhibit A of
the Investment Management Agreement (December 1999) between the Registrant and
Delaware Management Company (adding The All-Cap Growth Equity Portfolio) is
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.
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(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.
(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 (renamed the Core Equity 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 incorporated into this filing by reference to
Post-Effective Amendment No. 27 filed on April 15, 1999.
(xiii) Form of Distribution Agreement
(November 1999) between Delaware Distributors, L.P. and the Registrant on behalf
of The International Large-Cap Equity Portfolio incorporated into this filing by
reference to Post-Effective Amendment No. 28 filed on September 1, 1999.
(xiv) Form of Distribution Agreement (March
2000) between Delaware Distributors, L.P. and the Registrant on behalf of The
All-Cap Growth Equity Portfolio attached as Exhibit.
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(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.
(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.
<PAGE>
(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) Executed 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 incorporated into this filing by reference to Post-Effective
Amendment No 29 filed November 12, 1999.
(10) Form of letter to add The International Large-Cap 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. 28 filed on September 1, 1999.
(11) Form of letter to add The All-Cap Growth Equity Portfolio
to the Custodian Agreement between the Registrant and The Chase Manhattan Bank
attached as Exhibit.
(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.
<PAGE>
(6) Executed Ninth 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. 29 filed November 12, 1999.
(7) Form of Tenth Amended and Restated Shareholder Services
Agreement (November 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. 28 filed on September 1, 1999.
(8) Form of Eleventh Amended and Restated Shareholder Services
Agreement (March 2000) between Delaware Service Company, Inc. and the Registrant
on behalf of each Portfolio attached as Exhibit.
(9) 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. 16 (June 1999) to Delaware
Group of Funds Fund Accounting Agreement incorporated into this filing by
reference to Post-Effective Amendment No. 27 filed on April 15, 1999.
(iii) Form of Amendment (November 1999) to Delaware Group
of Funds Fund Accounting Agreement incorporated into this filing by reference to
Post-Effective Amendment No. 28 filed on September 1, 1999.
(iv) Form of Amendment (March 2000) 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. 30 filed December 14, 1999.
(j) Consent of Auditors. To be filed by Amendment.
(k) Inapplicable.
(l) Inapplicable.
(m) Plan Under Rule 12b-1
(1) Executed 12b-1 Plan for REIT Fund Class A incorporated into
this filing by reference to Post-Effective Amendment No. 27 filed on April 15,
1999.
(2) Executed 12b-1 Plan for REIT Fund Class B incorporated into
this filing by reference to Post-Effective Amendment No. 27 filed on April 15,
1999.
<PAGE>
(3) Executed 12b-1 Plan for REIT Fund Class C incorporated
into this filing by reference to Post-Effective Amendment No. 27 filed on April
15, 1999.
(n) 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.
(o) Other: Trustees' Power of Attorney. Incorporated into this filing
by reference to Post-Effective Amendment No. 22 to the Registration Statement
for Delaware Group Global & International Funds filed November 22, 1999.
Item 24. Persons Controlled by or under Common Control with Registrant. None.
Item 25. Indemnification. Article VI of By-Laws incorporated into this filing by
reference to Exhibit (b) to Post-Effective Amendment No. 30 filed
December 14, 1999.
Item 26. Business and Other Connections of Investment Adviser.
(a) Delaware Management Company (the "Manager"), a series of Delaware
Management Business Trust, 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, Delaware
Group Equity Funds II, Delaware Group Equity Funds III, Delaware Group Equity
Funds IV, Delaware Group Equity Funds V, Delaware Group Government Fund,
Delaware Group Income Funds, Delaware Group Limited-Term Government Funds,
Delaware Group Cash Reserve, Delaware Group Tax-Free Fund, Delaware Group State
Tax-Free Income Trust, Delaware Group Tax-Free Money Fund, Delaware Group
Premium Fund, Delaware Group Global & International Funds, Delaware Group
Adviser Funds, Delaware Group Dividend and Income Fund, Delaware Group Global
Dividend and Income Fund, Delaware Group Foundation Funds, Voyageur Intermediate
Tax-Free Funds, Voyageur Tax-Free Funds, Voyageur Funds, Voyageur Insured Funds,
Voyageur Investment Trust, Voyageur Investment Trust II, Voyageur Mutual Funds,
Voyageur Mutual Funds II, Voyageur Mutual Funds III, Voyageur Arizona Municipal
Income Fund, Voyageur Colorado Insured Municipal Income Fund, Voyageur Florida
Insured Municipal Income Fund, Voyageur Minnesota Municipal Fund, Voyageur
Minnesota Municipal Fund II, and Voyageur Minnesota Municipal Fund III). In
addition, certain officers of the Manager also serve as 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 27 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.
Information regarding the officers and directors of the Manager and the
positions they have held with the Registrant during the past two years is
incorporated into this filing by reference to Post-Effective Amendment No. 22 to
the Registration Statement of Delaware Group Global & International Funds filed
November 22, 1999.
<PAGE>
(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, The International Small-Cap Portfolio and The
International Large-Cap Equity 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, Delaware Group Income
Funds, Delaware Group Premium Fund, Delaware Group Global & International Funds
and Delaware Group Global Dividend and Income Fund) and other institutional
accounts. Information regarding the officers and directors of Delaware
International is incorporated into this filing by reference to Post-Effective
Amendment No. 22 to the Registration Statement of Delaware Group Global &
International Funds filed November 22, 1999.
(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 and Delaware Group Premium Fund, 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:
<TABLE>
<CAPTION>
Name and Principal Positions and Offices with Lincoln Investment Management Company, Inc.
Business Address and its Affiliates and Other Positions and Offices Held
- ----------------------------------------- --------------------------------------------------------------------------------
<S> <C>
***H. Thomas McMeekin President & Director of Lincoln Investment Management, Inc.; Executive
Vice President (previously Senior Vice President) and Chief Investment
Officer of Lincoln National Corporation; and Director of The Lincoln
National Life Insurance Company, Lincoln National Investments, Inc.,
Delaware Management Holdings, Inc., Lincoln National Investment
Companies, Inc. and Vantage Global Advisors, Inc.
*Dennis A. Blume Vice President of Lincoln Investment Management, Inc.; and Director of
Vantage Global Advisors, Inc
*Steven R. Brody Vice President and Director of Lincoln Investment Management, Inc.; Vice
President of The Lincoln National Life Insurance Company
*David A. Berry Vice President of Lincoln Investment Management, Inc.
*Philip C. Byrde Vice President of Lincoln Investment Management, Inc.
*Patrick R. Chasey Vice President of Lincoln Investment Management, Inc.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name and Principal Positions and Offices with Lincoln Investment Management Company, Inc.
Business Address and its Affiliates and Other Positions and Offices Held
- ----------------------------------------- --------------------------------------------------------------------------------
<S> <C>
*Janet C. Chrzan Vice President/Treasurer of Lincoln Investment Management, Inc., Lincoln
National Corporation, LNC Equity Sales Corporation; Treasurer of Lincoln
National Investments, Inc.
*David C. Fischer Vice President of Lincoln Investment Management, Inc.
Mark S. Forman Vice President of Lincoln Investment Management, Inc.
*Robert C. Franzino Vice President/Portfolio Manager of Lincoln Investment Management, Inc.
*Luc N. Girard Vice President and Actuary of Lincoln Investment Management, Inc.
*Walter M. Korinke Vice President of Lincoln Investment Management, Inc.
*James M. Keefer Vice President and General Counsel and Director of Lincoln Investment
Management, Inc.
*Howard R. Lodge Vice President of Lincoln Investment Management, Inc.
*David J. Miller Vice President of Lincoln Investment Management, Inc.
*David C. Patch Vice President of Lincoln Investment Management, Inc.
*Regina N. Rohrbacher Compliance Officer of Lincoln Investment Management, Inc.
*Cynthia A. Rose Corporate Secretary of Lincoln Investment Management, Inc. and Lincoln
National Life Insurance Company.
*Jay M. Yentis Portfolio Manager/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.
*** Business address is 1818 Market Street, Philadelphia, PA 19103.
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 partner of the principal underwriter is
incorporated into this filing by reference to
Post-Effective Amendment No. 22 to the Registration
Statement of Delaware Group Global & International
Funds filed November 22, 1999.
(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. Not Applicable.
<PAGE>
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 and Commonwealth of Pennsylvania on this 22nd day of
December, 1999.
DELAWARE POOLED TRUST
By /s/David K. Downes
------------------
David K. Downes
President and Chief Executive Officer
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/ David K. Downes President/Chief Executive Officer/ December 22, 1999
- --------------------------------- Chief Operating Officer/Chief Financial
David K. Downes Officer (Principal Executive Officer,
Principal Financial Officer and Principal
Accounting Officer) and Trustee
/s/ Wayne A. Stork Trustee December 22, 1999
- ---------------------------------
Wayne A. Stork
/s/ Walter P. Babich * Trustee December 22, 1999
- ---------------------------------
Walter P. Babich
/s/ John H. Durham * Trustee December 22, 1999
- ---------------------------------
John H. Durham
/s/ Anthony D. Knerr * Trustee December 22, 1999
- ---------------------------------
Anthony D. Knerr
/s/ Ann R. Leven * Trustee December 22, 1999
- ---------------------------------
Ann R. Leven
/s/ Thomas F. Madison * Trustee December 22, 1999
- ---------------------------------
Thomas F. Madison
/s/ Charles E. Peck * Trustee December 22, 1999
- ---------------------------------
Charles E. Peck
/s/ Jan L. Yeomans * Trustee December 22, 1999
- ---------------------------------
Jan L. Yeomans
</TABLE>
*By /s/David K. Downes
-------------------
David K. Downes
as Attorney-in-Fact for
each of the persons indicated
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Exhibit
- ---------- -------
EX-99.D(7) Form of Amendment (March 2000) to Exhibit A of the
Investment Management Agreement (December 1999)
between the Registrant and Delaware Management Company
(adding The All-Cap Growth Equity Portfolio)
EX-99.E(1)(xiv) Form of Distribution Agreement (March 2000) between
Delaware Distributors, L.P. and the Registrant on
behalf of The All-Cap Growth Equity Portfolio
EX-99.G(11) Form of letter to add The All-Cap Growth Equity
Portfolio to the Custodian Agreement between the
Registrant and The Chase Manhattan Bank
EX-99.H(8) Form of Eleventh Amended and Restated Shareholder
Services Agreement (March 2000) between Delaware
Service Company, Inc. and the Registrant on behalf of
each Portfolio
EX-99.H(9)(iv) Form of Amendment (March 2000) to Delaware Group of
Funds Fund Accounting Agreement
<PAGE>
EXHIBIT D(7)
FORM OF
AMENDMENT NO. 1 TO
EXHIBIT A
OF THE INVESTMENT MANAGEMENT AGREEMENT
THIS EXHIBIT to the Investment Management Agreement dated December ___,
1999 (the "Agreement") between DELAWARE POOLED TRUST, and DELAWARE MANAGEMENT
COMPANY, a series of Delaware Management Business Trust, amended as of the __
day of March, 2000, to add The All-Cap Growth Equity Portfolio, lists the
Portfolios for which the Investment Manager provides investment management
services pursuant to this Agreement, along with the management fee rate schedule
for each Portfolio and the date on which the Agreement became effective for each
Portfolio.
<TABLE>
<CAPTION>
- -------------------------------------------- --------------- ----------------------------------------
Portfolio Name Effective Date Management Fee Schedule
(as a percentage of
average daily net assets)
Annual Rate
- -------------------------------------------- --------------- ----------------------------------------
<S> <C> <C>
The Aggregate Fixed Income Portfolio 0.40%
- -------------------------------------------- --------------- ----------------------------------------
The All-Cap Growth Equity Portfolio
- -------------------------------------------- --------------- ----------------------------------------
The Balanced Portfolio 0.55%
- -------------------------------------------- --------------- ----------------------------------------
The Core Equity Portfolio 0.55%
- -------------------------------------------- --------------- ----------------------------------------
The Diversified Core Fixed Income Portfolio 0.43%
- -------------------------------------------- --------------- ----------------------------------------
The Equity Income Portfolio 0.55%
- -------------------------------------------- --------------- ----------------------------------------
The High-Yield Bond Portfolio 0.45%
- -------------------------------------------- --------------- ----------------------------------------
The Intermediate Fixed Income Portfolio 0.40%
- -------------------------------------------- --------------- ----------------------------------------
The Large-Cap Value Equity Portfolio 0.55%
- -------------------------------------------- --------------- ----------------------------------------
The Mid-Cap Growth Equity Portfolio 0.75%
- -------------------------------------------- --------------- ----------------------------------------
The Mid-Cap Value Equity Portfolio 0.75%
- -------------------------------------------- --------------- ----------------------------------------
The Real Estate Investment Trust Portfolio 0.75% on first $500 million
0.70% on next $500 million
0.65% on next $1,500 million
0.60% on assets in excess of
$2,500 million
- ----------------------------------------------- ----------------------------- ----------------------------------------
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------- --------------- ----------------------------------------
Portfolio Name Effective Date Management Fee Schedule
(as a percentage of
average daily net assets)
Annual Rate
- -------------------------------------------- --------------- ----------------------------------------
<S> <C> <C>
The Real Estate Investment Trust
Portfolio II 0.75%
- -------------------------------------------- --------------- ----------------------------------------
The Select Equity Portfolio 1.00%
- -------------------------------------------- --------------- ----------------------------------------
The Small-Cap Value Equity Portfolio 0.75%
- -------------------------------------------- --------------- ----------------------------------------
The Small-Cap Growth Equity Portfolio 0.75%
- -------------------------------------------- --------------- ----------------------------------------
</TABLE>
DELAWARE MANAGEMENT DELAWARE POOLED TRUST,
COMPANY, a series of Delaware
Management Business Trust
By: ________________________________ By: _____________________________
Name: ______________________________ Name: ___________________________
Title: _____________________________ Title: __________________________
Attest: ____________________________ Attest: _________________________
Name: ______________________________ Name: ___________________________
Title: _____________________________ Title: __________________________
2
<PAGE>
EXHIBIT E(1)(xiv)
FORM OF
DELAWARE POOLED TRUST
THE All-CAP GROWTH EQUITY PORTFOLIO
DISTRIBUTION AGREEMENT
Agreement made as of this _____ day of March, 2000 by and between
DELAWARE POOLED TRUST, a Delaware business trust (the "Fund") for THE
All-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 certain
institutional and other eligible investors.
2. The Distributor agrees to serve as distributor of Portfolio
shares and, as agent for the Fund and not as principal, to
advertise, promote and use its best efforts to sell Portfolio
shares wherever their sale is legal, either through dealers or
otherwise, in such manner, not inconsistent with the law and
the provisions of this 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.
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
<PAGE>
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) 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
2
<PAGE>
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
(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.
3
<PAGE>
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 Rules of Fair Practice of the National
Association of Securities Dealers, Inc.
8. The responsibility of the Distributor hereunder shall be
limited to the promotion of sales of Portfolio shares. The
Distributor shall undertake to promote such sales solely as
agent of the Fund, and shall not purchase or sell such shares
as principal. Orders for Portfolio shares and payment for such
orders shall be directed to the Fund for acceptance or to the
Fund's agent, Delaware Service Company, Inc. ("DSC") for
acceptance on behalf of the Fund. The Distributor is not
empowered to approve orders for sales of Portfolio shares or
accept payment for such orders. Sales of Portfolio shares
shall be deemed to be made when and where accepted by the Fund
or by DSC on behalf of the Fund.
9. With respect to the apportionment of costs between the Fund
and the Distributor of activities with which both are
concerned, the following will apply:
(a) The Fund and the Distributor will cooperate in preparing
the Registration Statements, the Prospectus, and all
amendments, supplements and replacements thereto. The Fund
will pay all costs incurred in the preparation of the
Fund's registration statement, including typesetting, the
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
5
<PAGE>
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.
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
Trustees 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 Trustees 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
By: ______________________________
Name: Bruce D. Barton
Title: President and Chief Executive Officer
Attest: __________________________
Name:
Title:
DELAWARE POOLED TRUST
for THE All-CAP GROWTH EQUITY PORTFOLIO
By: ______________________________
Name: David K. Downes
Title: President, Chief Executive Officer,
Chief Operating Officer and
Chief Financial Officer
Attest: __________________________
Name:
Title:
7
<PAGE>
EXHIBIT G(11)
As of March ___, 2000
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 for the benefit of The All-Cap Growth Equity
Portfolio (the "Portfolio") hereby appoints The Chase Manhattan Bank to provide
custodial services for the Portfolio under and in accordance with the terms of
the Agreement and accordingly, requests that the Portfolio be added to Schedule
A and Appendix A, respectively, to the Agreement effective March ___, 2000.
Kindly acknowledge your agreement to provide such services and to add the
Portfolio to Schedule A and Appendix A, respectively, to the Agreement by
signing in the space provided below.
DELAWARE POOLED TRUST
on behalf of
The All-Cap Growth Equity Portfolio
By:_________________________________
David K. Downes
Its: President/Chief Executive Officer
Chief Operating Officer/
Chief Financial Officer
AGREED:
THE CHASE MANHATTAN BANK
By: ______________________________
Rosemary M. Stidmon
Its: Vice President
<PAGE>
EXHIBIT H(8)
FORM OF
DELAWARE POOLED TRUST
ELEVENTH AMENDED AND RESTATED SHAREHOLDERS SERVICES AGREEMENT
THIS AGREEMENT, made as of this 15th day of November, 1999 by and
between DELAWARE POOLED TRUST (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, THE SMALL-CAP VALUE EQUITY PORTFOLIO, THE BALANCED PORTFOLIO,
THE EQUITY INCOME PORTFOLIO, THE SELECT EQUITY PORTFOLIO, THE INTERNATIONAL
SMALL-CAP PORTFOLIO, THE INTERNATIONAL LARGE-CAP EQUITY PORTFOLIO and THE
ALL-CAP GROWTH 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, a series of Delaware
Management Business Trust, 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, 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 Fund and DCS amended the 1992 Agreement February 28, 1994
to include The
<PAGE>
International Fixed Income Portfolio ("Second Amended and Restated Agreement");
and
WHEREAS, the Fund and DSC amended the Second Amended and Restated
Agreement to include The Mid-Cap Value Equity Portfolio (formerly, The
Small/Mid-Cap Value Equity Portfolio, which was 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 Fund and DSC amended the Third Amended and Restated
Agreement 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 amended the Fifth Amended and Restated
Agreement on December 24, 1997 to add The Diversified Core Fixed Income
Portfolio and The Aggregate Fixed Income Portfolio ("Sixth Amended and Restated
Agreement");
WHEREAS, the Fund and DSC amended the Sixth Amended and Restated
Agreement on August 31, 1998 to add The Small-Cap Growth Equity Portfolio and
The Core Equity Portfolio (formerly The Growth and Income Portfolio) ("Seventh
Amended and Restated Agreement");
WHEREAS, the Fund and DSC amended the Seventh Amended and Restated
Agreement on March 1, 1999 to add The Small-Cap Value Equity Portfolio and to
reflect the deletion of The Limited-Term Maturity Portfolio, shares of which
were deregistered by action of the Fund's Board ("Eighth Amended and Restated
Agreement").
WHEREAS, the Fund and DSC amended the Eighth Amended and Restated
Agreement on June 29, 1999 to add The Balanced Portfolio, The Equity Income
Portfolio, The Select Equity Portfolio and The International Small-Cap Portfolio
("Ninth Amended and Restated Agreement").
WHEREAS, the Fund and DSC amended the Ninth Amended and Restated
Agreement on November 15, 1999 to add The International Large-Cap Equity
Portfolio ("Tenth Amended and Restated Agreement").
WHEREAS, the Fund and DSC wish to amend the Tenth Amended and Restated
Agreement on March ___, 2000 to add The All-Cap Growth Equity Portfolio
("Eleventh Amended and Restated Agreement").
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
-2-
<PAGE>
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
Trustees 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 Trustees 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 Trustees 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;
(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 Trustees 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
-3-
<PAGE>
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 Trustees 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.
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
-4-
<PAGE>
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.
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.
-5-
<PAGE>
(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.
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
-6-
<PAGE>
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 in the Delaware
Investments family and to others, and may be used to perform other services for
the Fund, the other funds in the Delaware Investments family and others.
7.7 DSC shall provide its services as transfer agent hereunder in
accordance with Section 17 of the Securities Exchange Act of 1934, and the rules
and regulations thereunder. Further, the parties intend that the processes,
procedures, safeguards and controls employed should be those generally applied
and accepted for the type services provided hereunder by other institutions
providing the same or similar services, and, those which should provide
efficient, safe and economical services so as to promote promptness and accuracy
and to maintain the integrity of the Fund's records.
7.8 The Fund and DSC may, from time to time, set forth in writing
Guidelines For Selective Procedures to be applicable to the services hereunder.
VIII. COMPENSATION
8.1 The Fund and DSC acknowledge that because DSC has common ownership
and close management ties with the Fund's investment advisor and the Fund's
distributor and serves the other funds in the Delaware Investments family (DSC
having been originally established to provide the services hereunder for the
funds in the Delaware Investments family), 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 Trustees 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 Trustees
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
-7-
<PAGE>
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 Trustees 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 Trustees of
the Fund, including an affirmative vote of the majority of the non-interested
members of the Board cast in person at a meeting called for the purpose of
voting on such approval.
10.2 This Agreement may not be assigned without the approval of the
Fund.
-8-
<PAGE>
10.3 This Agreement shall be governed by the laws of the Commonwealth
of Pennsylvania.
DELAWARE SERVICE COMPANY, INC.
ATTEST: _______________________ By: _______________________
Name: Michael T. Pellegrino Name: David K. Downes
Title: Assistant Secretary Title: Chairman /President/
Chief Executive Officer
DELAWARE POOLED TRUST 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 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
THE INTERNATIONAL LARGE-CAP EQUITY
PORTFOLIO
THE ALL-CAP GROWTH EQUITY PORTFOLIO
ATTEST: _______________________ By: _______________________
Name: Richelle S. Maestro Name: Wayne A. Stork
Title: Assistant Secretary Title: Chairman
-9-
<PAGE>
SCHEDULE A
----------
SHAREHOLDERS SERVICES AGREEMENT
COMPENSATION SCHEDULE
DELAWARE INVESTMENTS FAMILY OF FUNDS
EFFECTIVE AS OF JUNE 17, 1999
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. The charge will consist of two charges for all the Funds in the Delaware
Investments family, except the Delaware Group Premium Fund, Inc. and the
Delaware Pooled Trust (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:
A. ANNUAL CHARGE
-------------
Daily Dividend Funds $11.00 Per Annum
Other Funds $ 5.50 Per Annum
Merrill Lynch - Omnibus Accounts
Regular Accounts $16.00 Per Annum
Accounts with a Contingent
Deferred Sales Charge $19.00 Per Annum
Networked Accounts $ 3.00 - $6.00 Per Annum
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<PAGE>
SCHEDULE A
----------
SHAREHOLDERS SERVICES AGREEMENT
COMPENSATION SCHEDULE
DELAWARE INVESTMENTS FAMILY OF FUNDS
CONTINUED
B. TRANSACTION CHARGE
------------------
Transaction Charge
----------- ------
1. Dividend Payment $ 0.25
2. New Account $ 6.00
3. Purchase:
a. Wire $ 8.00
b. Automated $ 1.50
c. Other $ 2.60
4. Transfer $ 8.00
5. Certificate Issuance $ 4.00
6. Liquidations
a. Wires $12.25
b. Drafts $ 0.75
c. Money Market Regular $ 4.50
d. Other Regular $ 4.50
7. Exchanges
a. Dividend Exchanges $ 3.00
b. Other $10.00
-11-
<PAGE>
4. DSC's compensation for providing services to the Delaware Group Premium
Fund, Inc. (the "Premium Fund") will be $50,000 annually. DSC will bill, and
the Premium Fund will pay, such compensation monthly, allocated among the
current Series of the Premium Fund based on the relative percentage of
assets of each Series at the time of billing and adjusted appropriately to
reflect the length of time a particular Series is in operation during any
billing period.
5. DSC's compensation for providing services to the Portfolios (other than The
Real Estate Investment Trust Portfolio effective October 14, 1997) of
Delaware Pooled Trust (the "Trust") will be $25,000 annually. DSC will bill,
and the Trust will pay, such compensation monthly allocated among the
current Portfolios (other than The Real Estate Investment Trust Portfolio)
of the Trust 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.
-12-
<PAGE>
EXHIBIT H(9)(iv)
FORM OF
AMENDMENT NO. ___
to
SCHEDULE A
of
DELAWARE GROUP OF FUNDS*
FUND ACCOUNTING AGREEMENT
Delaware Group Adviser Funds
Corporate Income Fund (liquidated September 19, 1997)
Enterprise Fund (liquidated September 19, 1997)
Federal Bond Fund (liquidated September 19, 1997)
Delaware New Pacific Fund
Delaware U.S. Growth Fund
Delaware Overseas Equity Fund (formerly World Growth Fund)
Delaware Group Cash Reserve
Delaware Group Equity Funds I (formerly Delaware)
Delaware Balanced Fund (formerly Delaware Fund)
Delaware Devon Fund
Delaware Group Equity Funds II (formerly Decatur)
Delaware Blue Chip Fund (New)
Delaware Decatur Equity Income Fund (formerly Decatur Income Fund)
Delaware Growth and Income Fund (formerly Decatur Total Return Fund)
Delaware Social Awareness Fund (formerly Quantum Fund) (New)
Delaware Diversified Value Fund (New)
Delaware Group Equity Funds III (formerly Trend)
Delaware Trend Fund
Delaware Technology and Innovation Fund (New)
Delaware American Services Fund (New)
Delaware Research Fund (New)
Delaware Large Cap Growth Fund (New)
Delaware Group Equity Funds IV (formerly DelCap)
Delaware Diversified Growth Fund
(formerly Capital Appreciation Fund (New)
Delaware DelCap Fund
Delaware Group Equity Funds V (formerly Value)
Delaware Small Cap Value Fund (formerly Value Fund)
Delaware Retirement Income Fund (New)
Delaware Mid-Cap Value Fund (New)
Delaware 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)
Delaware Balanced Portfolio (New)
Delaware Growth Portfolio (New)
Delaware Income Portfolio (New)
The Asset Allocation Portfolio (New)
Delaware S&P 500 Index Fund (New)
Delaware Group Government Fund
Delaware American Government Bond Fund (formerly, Government Income
Series and U.S. Government Fund)
Delaware Group Global & International Funds
Delaware Emerging Markets Fund (New)
Delaware Global Equity Fund (formerly Global Assets Fund)
Delaware Global Bond Fund
Delaware International Equity Fund
Delaware Global Opportunities Fund (formerly Global Equity Fund) (New)
Delaware International Small Cap Fund (New)
Delaware New Europe Fund (New)
Delaware Latin America Fund (New)
Delaware Group Income Funds (formerly Delchester)
Delaware Delchester Fund
Delaware High-Yield Opportunities Fund (New)
Delaware Strategic Income Fund (New)
Delaware Corporate Bond Fund (New)
Delaware Extended Duration Bond Fund (New)
Delaware Group Limited-Term Government Funds
Delaware Limited-Term Government Fund
U. S. Government Money Fund (liquidated December 18, 1998)
2
<PAGE>
Delaware Pooled Trust
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 Core Equity Portfolio
(formerly The Growth and Income Portfolio)(New)
The Small-Cap Value Equity Portfolio (New)
The Balanced Portfolio (New)
The Equity Income Portfolio (New)
The Select Equity Portfolio (New)
The International Small-Cap Portfolio (New)
The International Large-Cap Equity Portfolio (New)
The All-Cap Growth Equity Portfolio (New)
3
<PAGE>
Delaware Group Premium Fund
Capital Reserves Series
Cash Reserve Series
Convertible Securities Series (New)
Growth and Income Series
(formerly Decatur Total Return Series)
Delaware Balanced Series
(formerly 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)
U.S. Growth Series (New)
4
<PAGE>
Delaware Group Tax-Free Fund
Delaware Tax-Free Insured Fund
Delaware Tax-Free USA Fund
Delaware Tax-Free USA Intermediate Fund
Delaware Group Tax-Free Money Fund
Delaware Tax-Free Money Fund
Delaware Group State Tax-Free Income Trust (formerly DMCT Tax-Free Income
Trust-Pennsylvania)
Delaware Tax-Free Pennsylvania Fund
Delaware Tax-Free New Jersey Fund (New)
Delaware Tax-Free Ohio Fund (New)
Voyageur Funds
Delaware U.S. Government Securities Fund (New)
Voyageur Insured Funds
Delaware Tax-Free Arizona Insured Fund (New)
Tax-Free Colorado Insured Fund (New)(closed as of
Delaware Minnesota Insured Fund (New)
National Insured Tax Free Fund (New)
Voyageur Intermediate Tax Free Funds
Tax-Free Arizona Intermediate Fund (New)(closed as of Tax-Free
California Intermediate Fund (New)(closed as of Tax-Free Colorado
Intermediate Fund (New) (closed as of Delaware Tax-Free Minnesota
Intermediate Fund (New) National Limited Term Tax Free Fund (New)
5
<PAGE>
Voyageur Investment Trust
Delaware Tax-Free California Fund (New)
Delaware Tax-Free Florida Fund (New)
Delaware Tax-Free Florida Fund (New)
Delaware Tax-Free Kansas Fund (New)
Delaware Tax-Free Missouri Insured Fund (New)
Delaware Tax-Free New Mexico Fund (New)
Delaware Tax-Free Oregon Insured Fund (New)
Delaware Tax-Free Utah Fund (New)
Delaware Tax-Free Washington Insured Fund (New)
Voyageur Investment Trust II
Florida Limited Term Tax Free Fund (New) (liquidated November 18, 1998)
Voyageur Mutual Funds
Delaware Tax-Free Arizona Fund (New)
Delaware Tax-Free California Fund (New)
Delaware Tax-Free Iowa Fund (New)
Delaware Tax-Free Idaho Fund (New)
Delaware Minnesota High-Yield Municipal Bond Fund (New)
Delaware National High-Yield Municipal Bond Fund (New)
National Tax Free Fund (New)
Delaware Tax-Free New York Fund (New)
Delaware Tax-Free Wisconsin Fund (New)
Delaware Tax-Free Montana Fund (New)
Voyageur Mutual Funds II
Delaware Tax-Free Colorado Fund (New)
Voyageur Mutual Funds III
Delaware Aggressive Growth Fund (New)
Delaware Growth Stock Fund (New)
International Equity Fund (New)
Delaware Tax Efficient Equity Fund (New)
Voyageur Tax Free Funds
Delaware Tax-Free Minnesota Fund (New)
Delaware Tax-Free North Dakota Fund (New)
6
<PAGE>
Dated as of March ___, 2000
DELAWARE SERVICE COMPANY, INC.
By: _______________________________________________________
David K. Downes
President, Chief Executive Officer and Chief Financial Officer
DELAWARE GROUP ADVISER FUNDS
DELAWARE GROUP CASH RESERVE
DELAWARE GROUP EQUITY FUNDS I
DELAWARE GROUP EQUITY FUNDS II
DELAWARE GROUP EQUITY FUNDS III
DELAWARE GROUP EQUITY FUNDS IV
DELAWARE GROUP EQUITY FUNDS V
DELAWARE GROUP FOUNDATION FUNDS
DELAWARE GROUP GOVERNMENT FUND
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS
DELAWARE GROUP INCOME FUNDS
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS
DELAWARE POOLED TRUST
DELAWARE GROUP PREMIUM FUND
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
DELAWARE GROUP TAX-FREE FUND
DELAWARE GROUP TAX-FREE MONEY FUND
VOYAGEUR FUNDS
VOYAGEUR INSURED FUNDS
VOYAGEUR INTERMEDIATE TAX FREE FUNDS
VOYAGEUR INVESTMENT TRUST
VOYAGEUR INVESTMENT TRUST II
VOYAGEUR MUTUAL FUNDS
VOYAGEUR MUTUAL FUNDS II
VOYAGEUR MUTUAL FUNDS III
By: ____________________________________
Wayne A. Stork
Chairman
