DELAWARE POOLED TRUST INC, 497, 2000-10-03

DELAWARE POOLED TRUST INC
497, 2000-10-03

Previous: MERRILL LYNCH SHORT TERM US GOVERNMENT FUND, 497J, 2000-10-03

Next: DELAWARE POOLED TRUST INC, 497, 2000-10-03

<PAGE>
DELAWARE(SM)
INVESTMENTS
-----------
Philadelphia o London

Delaware
Pooled Trust

The Balanced Portfolio

Prospectus as revised October 3, 2000

Delaware Pooled Trust (Fund) offers 25 portfolios, which provide a no-load
investment alternative for institutional clients and high net-worth individuals.
The Fund is designed to meet the investment needs of discerning institutional
investors and high net-worth individuals who desire experienced investment
management and place a premium on personal service. This Prospectus offers The
Balanced Portfolio (Portfolio).

--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------

<PAGE>

Table of contents
--------------------------------------------------------------------------------

Risk/Return Summary: Investments,
Risks and Performance
The Balanced Portfolio Page 1

Additional Investment Information 3

Risk Factors 6

Management of the Fund 9
Shareholder Services 11

How to Purchase Shares 12

Redemption of Shares 13
Valuation of Shares 14
Dividends and Capital Gains Distributions 15
Taxes 15

Financial Highlights 16

Appendix A 17

<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. 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.

We seek capital appreciation by investing primarily in common stocks of
companies we believe have:

o Reasonably priced equity securities with strong, consistent and predictable
earnings growth rates.

o Strong, capable management teams and competitive products or services.

o An attractive debt to capitalization ratio or cash flow.

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 weighted 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.

<PAGE>

<TABLE>
<CAPTION>
What are The Balanced Portfolio's fees and expenses?
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Shareholder fees are fees paid directly from your investment. Maximum sales charge (load) imposed on
purchases as a percentage of offering price None
Maximum sales charge (load) imposed on
reinvested dividends None
Purchase reimbursement fees None
Redemption reimbursement fees None
Exchange fees None

------------------------------------------------------------------------------------------------------------------------------------
Annual Portfolio operating expenses are deducted from Investment advisory fees(1) 0.55%
The Balanced Portfolio's assets. Distribution and service (12b-1) fees None
Other expenses(1/2) 0.23%
Total operating expenses(1) 0.78%

------------------------------------------------------------------------------------------------------------------------------------
This example is intended to help you compare the cost of 1 year $80
investing in the Portfolio to the cost of investing in other 3 years $249
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.
</TABLE>

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. If the amount
the Manager has committed to waive were deducted, investment advisory fees
and total operating expenses are expected to be 0.45% and 0.68%,
respectively.
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.

<PAGE>

Additional Investment Information

The Portfolio's investment objective is non-fundamental. This means the Board of
Trustees may change the objective without obtaining shareholder approval. If the
Portfolio's objective were changed, we would notify shareholders before the
change became effective. The following chart gives a brief description of the
securities that the Portfolio may invest in. The Portfolio may invest in a broad
selection of securities consistent with its investment objective and policies.
Please see the Statement of Additional Information for additional descriptions
and risk information on these investments as well as other investments for the
Portfolio.

Corporate Bonds: Debt obligations issued by a corporation. The Portfolio may invest in corporate bonds rated in
one of the four highest categories by an NRSRO (e.g.,
BBB by S&P or Baa by Moody's) or deemed equivalent.
The Portfolio may also invest in Yankee and Euro
Bonds.

Convertible Securities: Usually preferred stocks or corporate bonds that The Portfolio may invest a portion of its assets in
can be exchanged for a set number of shares of common stock at a prede- convertible securities in any industry. The Portfolio
termined price. These securities offer higher appreciation potential than may invest up to 10% in convertible securities that
nonconvertible bonds and greater income potential than nonconvertible are rated below investment grade or, if unrated,
preferred stocks. considered to be of equivalent quality.

Mortgage-Backed Securities: Fixed-income securities that represent The Portfolio may invest in mortgage-backed
pools of mortgages, with investors receiving principal and interest pay- securities issued or guaranteed by the U.S.
ments as the underlying mortgage loans are paid back. Many are issued government, its agencies or instrumentalities or by
and guaranteed against default by the U.S. government or its agencies or government sponsored corporations.
instrumentalities, such as the Federal Home Loan Mortgage Corporation,
the Fannie Mae and the Government National Mortgage Association.
Others are issued by private financial institutions, with some fully collat-
eralized by certificates issued or guaranteed by the government or its
agencies or instrumentalities.

Collateralized Mortgage Obligations (CMOs) and Real Estate The Portfolio may invest in CMOs and REMICs. Certain
Mortgage Investment Conduits (REMICs): CMOs are privately issued CMOs and REMICs may have variable or floating
mortgage-backed bonds whose underlying value is the mortgages that are interest rates and others may be stripped. Stripped
collected into different pools according to their maturity. They are issued mortgage securities are generally considered illiquid
by U.S. government agencies and private issuers. REMICs are privately and to such extent, together with any other illiquid
issued mortgage-backed bonds whose underlying value is a fixed pool of investments, will not exceed 15% of the Portfolio's
mortgages secured by an interest in real property. Like CMOs, REMICs net assets. The Portfolio may invest up to 20% of net
offer different pools. 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.

Asset-Backed Securities: Bonds or notes backed by accounts receiv- The Portfolio may invest in asset-backed securities
ables, including home equity, automobile or credit loans. rated in one of the four highest rating categories by
an NRSRO.

Real Estate Investment Trusts (REITs): REITs are pooled investment The Portfolio may invest in REITs consistent with its
vehicles which invest primarily in income-producing real estate or real investment objective and policies.
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.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

Additional Investment Information (continued)

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Securities How we use them
------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
U.S. Government Securities: U.S. Treasury securities are backed by the The Portfolio may invest in U.S. government
"full faith and credit" of the United States. Securities issued or guaran- securities. These securities are issued or guaranteed
teed by federal agencies and U.S. government sponsored instrumentalities as to the payment of principal and interest by the
may or may not be backed by the "full faith and credit" of the United U.S. government, or by various agencies or
States. In the case of securities not backed by the "full faith and credit" instrumentalities which have been established or
of the United States, investors in such securities look principally to the sponsored by the U.S. government.
agency or instrumentality issuing or guaranteeing the obligation for
ultimate repayment.

Repurchase Agreements: An agreement between a buyer, such as the While the Portfolio is permitted to do so, it
Portfolio, and a seller of securities in which the seller agrees to buy the normally does not invest in repurchase agreements
securities back within a specified time at the same price the buyer paid except to invest cash balances or for temporary
for them, plus an amount equal to an agreed upon interest rate. defensive purposes. In order to enter into these
Repurchase agreements are often viewed as equivalent to cash. repurchase agreements, the Portfolio must have
collateral of at least 102% of the repurchase price.
The Portfolio will only enter into repurchase
agreements in which the collateral is composed of
U.S. government securities. Not more than 15% of the
Portfolio's assets may be invested in repurchase
agreements having a maturity in excess of seven days.

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

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

Short-Term Debt Investments: These instruments include (1) time The Portfolio may invest in these instruments either
deposits, certificates of deposit and bankers acceptances issued by a U.S. as a means to achieve its investment objective or,
commercial bank; (2) commercial paper of the highest quality rating; (3) more commonly, as temporary defensive investments or
short-term debt obligations with the highest quality rating; (4) U.S. pending investment in the Portfolio's principal
government securities; and (5) repurchase agreements collateralized by investment securities. When investing all or a
those instruments. significant portion of the Portfolio's assets in
these instruments, the Portfolio may not be able to
achieve its investment objective.

Time Deposits: Time deposits are non-negotiable deposits maintained Time deposits maturing in more than seven days will
in a banking institution for a specified period of time at a stated not be purchased by the Portfolio, and time deposits
interest rate. maturing from two business days through seven
calendar days will not exceed 15% of the total assets
of the Portfolio.

When-Issued and Delayed-Delivery Securities: In these transactions, The Portfolio may purchase securities on a
instruments are purchased with payment and delivery taking place in the when-issued or delayed delivery basis. The Portfolio
future in order to secure what is considered to be an advantageous yield or may not enter into when-issued commitments exceeding
price at the time of the transaction. The payment obligations and the in the aggregate 15% of the market value of the
interest rates that will be received are each fixed at the time the Portfolio Portfolio's total assets less liabilities other than
enters into the commitment and no interest accrues to the Portfolio until the obligations created by these commitments. The
settlement. Thus, it is possible that the market value at the time of settle- Portfolio will designate cash or securities in
ment could be higher or lower than the purchase price if the general level amounts sufficient to cover its obligations, and will
of interest rates has changed. value the designated assets daily.

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

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

<PAGE>

Additional Investment Information (continued)

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Securities How we use them
------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
American Depositary Receipts (ADRs), European Depositary Receipts The Portfolio may invest in sponsored and unspon-
(EDRs), and Global Depositary Receipts (GDRs): ADRs are receipts sored ADRs that are actively traded in the United
issued by a U.S. depositary (usually a U.S. bank) and EDRs and GDRs States.
are receipts issued by a depositary outside of the U.S. (usually a
non-U.S. bank or trust company or a foreign branch of a U.S. bank).
Depositary receipts represent an ownership interest in an underlying
security that is held by the depositary. Generally, the underlying
security represented by an ADR is issued by a foreign issuer and the
underlying security represented by an EDR or GDR may be issued by a
foreign or U.S. issuer. Sponsored depositary receipts are issued
jointly by the issuer of the underlying security and the depositary,
and unsponsored depositary receipts are issued by the depositary
without the participation of the issuer of the underlying security.
Generally, the holder of the depositary receipt is entitled to all
payments of interest, dividends or capital gains that are made on
the underlying security.

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

Foreign Currency Transactions: Several portfolios will Although the Portfolio values its assets daily in
invest in securities of foreign issuers and may hold foreign terms of U.S. dollars, it does not intend to convert
currency. In addition, several portfolios may enter into its holdings of foreign currencies into U.S. dollars
contracts to purchase or sell foreign currencies at a future on a daily basis. The Portfolio may, however, from
date (i.e., a "forward foreign currency" contract or time to time, purchase or sell foreign currencies
"forward" contract). A forward contract involves an and/or engage in forward foreign currency
obligation to purchase or sell a specific currency at a transactions in order to expedite settlement of
future date, which may be any fixed number of days from the Portfolio transactions and to minimize currency
date of the contract, agreed upon by the parties, at a price value fluctuations.
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.

Interest Rate Swap and Index Swap Agreements: In an interest Interest rate swaps may be used to adjust the
rate swap, a fund receives payment from another party based Portfolio's sensitivity to interest rates by
on a floating interest rate in return for making payments changing its duration. We may also use interest rate
based on a fixed interest rate. An interest rate swap can swaps to hedge against changes in interest rates. We
also work in reverse, with a fund receiving payments based use index swaps to gain exposure to markets that the
on a fixed interest rate and making payments based on a Portfolio invests in, such as the corporate bond
floating interest rate. In an index swap, a fund receives market. We may also use index swaps as a substitute
gains or incurs losses based on the total return of an for futures, options or forward contracts if such
index, in exchange for making fixed or floating interest contracts are not directly available to the
rate payments to another party. Portfolio on favorable terms.

Interest rate swaps and index swaps will be
considered illiquid securities.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

Risk Factors

An investment in the Portfolio entails certain risks and considerations about
which an investor should be aware. The following chart gives a brief description
of some of the risks of investing in the Portfolio. Please see the Statement of
Additional Information for additional descriptions and risk information.
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Risks How we strive to manage them
------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Market Risk is the risk that all or a majority of the The value of the Portfolio's holdings, whether
securities in a certain market-like the stock or bond equity or fixed income in orientation, fluctuates in
market-will decline in value because of factors such as response to events affecting markets. In a declining
economic conditions, future expectations or investor market environment, the value of the Portfolio's
confidence. securities will generally decline as well. We
maintain a long-term approach and focus on
Index swaps are subject to the same market risks as the securities that we believe can continue to provide
investment market or sector that the index represents. returns over an extended period of time regardless
Depending on the actual movements of the index and how well of these interim market fluctuations. Generally, we
the portfolio manager forecasts those movements, a fund do not try to predict overall market movements or
could experience a higher or lower return than anticipated. trade for short-term purposes.

In evaluating the use of an index swap, 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, we focus on those
dealers with high quality ratings and do careful
credit analysis before engaging in the transaction.

Industry and Security Risk is the risk that the value of To seek to reduce these risks for the Portfolio, we
securities in a particular industry or the value of an limit the amount of the Portfolio's assets in any
individual stock or bond will decline because of changing one industry, we limit investments in any individual
expectations for the performance of that industry or for the security and we follow a rigorous selection process
individual company issuing the stock or bond. Portfolios before choosing securities for the Portfolio.
that concentrate their investments in a particular industry
or individual security are considered to be subject to
greater risks than portfolios that are not concentrated.

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

Swaps may be particularly sensitive to interest rate The Portfolio will not invest in interest rate or
changes. Depending on the actual movements of interest rates index swaps with maturities of more than two years.
and how well the portfolio manager anticipates them, a Each business day we will calculate the amount the
portfolio could experience a higher or lower return than Portfolio must pay for any swaps it holds and will
anticipated. For example, if a portfolio holds interest rate segregate enough cash or other liquid securities to
swaps and is required to make payments based on variable cover that amount.
interest rates, it will have to make increased payments if
interest rates rise, which will not necessarily be offset by
the fixed-rate payments it is entitled to receive under the
swap agreement.

Foreign Risk is the risk that foreign securities may be The Portfolio typically invests only a small portion
adversely affected by political instability, changes in of its assets in foreign securities, usually through
currency exchange rates, foreign economic conditions or depositary receipts denominated in U.S. dollars and
inadequate regulatory and accounting standards. In addition, traded on a U.S. exchange. We attempt to reduce the
there is the possibility of expropriation, nationalization risks presented by foreign investments by conducting
or confiscatory taxation, taxation of income earned in world-wide fundamental research with an emphasis on
foreign nations or other taxes imposed with respect to company visits. In addition, we monitor current
investments in foreign nations, foreign exchange controls, economic and market conditions and trends, the
which may include suspension of the ability to transfer political and regulatory environment and the value
currency from a given country, and default in foreign of currencies in different countries in an effort to
government securities. As a result of these factors, foreign identify the most attractive countries and
securities markets may be less liquid and more volatile than securities. Additionally, when currencies appear
U.S. markets and a portfolio may experience difficulties and significantly overvalued compared to average real
delays in converting foreign currencies back into U.S. exchange rates, the Portfolio may hedge exposure to
dollars. Such events may cause the value of certain foreign those currencies for defensive purposes.
securities to fluctuate widely and may make it difficult to
accurately value foreign securities.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

Risk Factors (continued)

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Risks How we strive to manage them
------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Currency Risk is the risk that the value of an investment The Portfolio may be affected by changes in currency
may be negatively affected by changes in foreign currency rates and exchange control regulations and may incur
exchange rates. Adverse changes in exchange rates may reduce costs in connection with conversions between
or eliminate any gains produced by investments that are currencies. To hedge this currency risk associated
denominated in foreign currencies and may increase losses. with investments in non-U.S. dollar denominated
securities, the Portfolio may invest in forward
foreign currency contracts. Those activities pose
special risks which do not typically arise in
connection with investments in U.S. securities. In
addition, the Portfolio may engage in foreign
currency options and futures transactions.

Liquidity Risk is the possibility that securities cannot be We limit the Portfolio's exposure to illiquid
readily sold within seven days at approximately the price securities as described under "Additional Investment
that the Portfolio values them. Information - Illiquid Securities."

Swap agreements will be treated as illiquid
securities, but most swap dealers will be willing to
repurchase interest rate swaps.

Futures Contracts, Options on Futures Contracts, Forward The Portfolio may use certain options strategies or
Contracts, and Certain Options used as investments for may use futures contracts and options on futures
hedging and other non-speculative purposes involve certain contracts. The Portfolio will not enter into futures
risks. For example, a lack of correlation between price contracts and options thereon to the extent that
changes of an option or futures contract and the assets more than 5% of the Portfolio's assets are required
being hedged could render the Portfolio's hedging strategy as futures contract margin deposits and premiums on
unsuccessful and could result in losses. The same results options and only to the extent that obligations
could occur if movements of foreign currencies do not under such futures contracts and options thereon
correlate as expected by the investment adviser at a time would not exceed 20% of the Portfolio's total
when the Portfolio is using a hedging instrument denominated assets.
in one foreign currency to protect the value of a security
denominated in a second foreign currency against changes See also "Foreign Risk" and "Currency Risk" above.
caused by fluctuations in the exchange rate for the dollar
and the second currency. If the direction of securities
prices, interest rates or foreign currency prices is
incorrectly predicted, the Portfolio will be in a worse
position than if such transactions had not been entered
into. In addition, since there can be no assurance that a
liquid secondary market will exist for any contract
purchased or sold, the Portfolio may be required to maintain
a position (and in the case of written options may be
required to continue to hold the securities used as cover)
until exercise or expiration, which could result in losses.
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.

Portfolio Turnover rates reflect the amount of securities Due to the implementation of a change in investment
that are replaced from the beginning of the year to the end strategy for the equity portion of the Portfolio,
of the year by the Portfolio. The higher the amount of the Portfolio may experience an annual portfolio
portfolio activity, the higher the brokerage costs and other turnover rate that is greater than 100%.
transaction costs of the Portfolio are likely to be. The
amount of portfolio activity will also affect the amount of
taxes payable by the Portfolio's shareholders that are
subject to federal income tax, as well as the character
(ordinary income vs. capital gains) of such tax obligations.

Prepayment Risk is the risk that homeowners will prepay The Portfolio may invest in Mortgage-Backed
mortgages during periods of low interest rates, forcing an Securities, Collateralized Mortgage Obligations
investor to reinvest money at interest rates that might be (CMOs) and Real Estate Mortgage Conduits (REMICs).
lower than those on the prepaid mortgage. The Portfolio takes into consideration the
likelihood of prepayment when mortgages are
selected. The Portfolio 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.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

Risk Factors (continued)

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Risks How we strive to manage them
------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Real Estate Industry Risk include among others: possible To the extent that the Portfolio invests in REITS,
declines in the value of real estate; risks related to it may be subject to the risks associated with the
general and local economic conditions; possible lack of real estate industry. Investors should carefully
availability of mortgage funds; overbuilding; extended consider these risks before investing in the
vacancies of properties; increases in competition; property Portfolio.
taxes and operating expenses; changes in zoning laws; costs
resulting from the clean-up of, and liability to third
parties resulting from, environmental problems; casualty for
condemnation losses; uninsured damages from floods,
earthquakes or other natural disasters; limitations on and
variations in rents; and changes in interest rates. 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.

Transaction costs risk is the risk that the cost of buying, The Portfolio is subject to transaction costs risk
selling and holding foreign securities, including brokerage, to the extent that it invests in foreign securities.
tax and custody costs, may be higher than those involved in We strive to monitor transaction costs and to choose
domestic transactions. an efficient trading strategy for the Portfolio.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Year 2000

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

<PAGE>

Management of the Fund

Trustees

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

Portfolio Managers

Francis X. Morris
Vice President/Senior Portfolio Manager - The Balanced 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.

Paul A. Grillo
Vice President/Portfolio Manager - The Balanced Portfolio
Mr. Grillo holds a BA in Business Management from North Carolina State
University and an MBA in Finance from Pace University. Prior to joining Delaware
Investments in 1993, Mr. Grillo served as mortgage strategist and trader at the
Dreyfus Corporation. He also served as mortgage strategist and portfolio manager
for the Chemical Investment Group and as financial analyst at Chemical Bank. Mr.
Grillo is a CFA charterholder. Mr. Grillo has managed the fixed-income portion
of The Balanced Portfolio since April 2000.

Stephen R. Cianci
Vice President/Portfolio Manager - The Balanced Portfolio
Mr. Cianci holds a BS and an MBA in Finance from Widener University. He joined
Delaware Investments in 1992 and assumed responsibility for maintaining the
Fixed Income Department's investment grade analytical systems. These
responsibilities included portfolio analysis and the analysis of mortgage-backed
and asset-backed securities. Mr. Cianci is an Adjunct Professor of Finance at
Widener University and a CFA charterholder. Mr. Cianci has managed the
fixed-income portion of The Balanced Portfolio since April 2000.

Investment Adviser

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

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

<PAGE>

Delaware is an indirect, wholly owned subsidiary of Delaware Management
Holdings, Inc. ("DMH"). DMH, Delaware and Delaware International Advisers Ltd.
("Delaware International") are indirect, wholly owned subsidiaries, and subject
to the ultimate control, of Lincoln National Corporation ("Lincoln National").
Delaware and Delaware International may be deemed to be affiliated persons under
the 1940 Act, as they 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.

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

Administrator

Delaware Service Company, Inc. ("DSC"), an affiliate of Delaware and an
indirect, wholly owned subsidiary of DMH, provides the Fund with administrative
services pursuant to the Amended and Restated Shareholders Services Agreement
with the Fund on behalf of the Portfolio. The services provided under the
Amended and Restated Shareholders Services Agreement are subject to the
supervision of the officers and 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.

Distributor

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

Custodian Bank

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

Independent Auditors

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

<PAGE>

SHAREHOLDER SERVICES

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

o Audited annual financial reports

o Unaudited semi-annual financial reports.

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

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

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

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

Exchange Privilege

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

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

<PAGE>

How to Purchase Shares

Shares of the 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 the Portfolio where the minimum initial
investment has been satisfied.

Purchase Price. You may buy shares at the Portfolio's net asset value per share
(NAV), which is calculated as of the close of the New York Stock Exchange'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.

How to Purchase Shares By Federal Funds Wire

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

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

How to Purchase Shares By Mail

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

Additional Investments

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

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

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

<PAGE>

Redemption of Shares

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

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

By Mail or FAX Message

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

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

o If you wish to change the name of the commercial bank or account
designation to receive the redemption proceeds as provided in the Account
Registration Form, a separate written request must be submitted to the Fund
at the address listed below. Copies of this request must be sent to both
the current commercial bank and the new designee bank. Prior to redemption,
the Fund will telephonically confirm the change with both the current and
the new designee banks. Further clarification of these procedures can be
obtained by calling the Fund.

Send your requests to:

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

By Telephone

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

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

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

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

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

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

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

<PAGE>

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 Portfolio nor the Fund's transfer agent, Delaware Service
Company, Inc., is responsible for any losses incurred in acting upon written or
telephone instructions for redemption or exchange of Portfolio shares which are
reasonably believed to be genuine.

Important Redemption Information. Because the Fund's shares are sold to
institutions and high net-worth 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
make a large redemption order give the Fund at least ten days advanced notice of
any such order. This request can easily be satisfied by calling the Fund at
1-800-231-8002, and giving notification of your future intentions.

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

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

VALUATION OF SHARES

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

<PAGE>

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

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

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

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

TAXES

General

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

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

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

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

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

<PAGE>

Financial Highlights

The financial highlights table is intended to help you understand the
Portfolio's financial performance. The total return in the table represents the
rate that an investor would have earned or lost on an investment in the
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 Balanced Portfolio
Period 6/30/99(1)
through
10/31/99
------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Net asset value, beginning of period $8.500

Income (loss) from investment operations:

Net investment income 0.063

Net realized and unrealized gain (loss) on investments (0.653)
------

Total from investment operations (0.590)
------
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 $7.910
======
Total return(2) (6.82%)

Ratios and supplemental data:

Net assets, end of period (000 omitted) $212,119

Ratio of expenses to average net assets 0.72%

Ratio of expenses to average net assets prior to expense limitation
and expenses paid indirectly 0.78%

Ratio of net investment income to average net assets 2.30%

Ratio of net investment income to average net assets prior to
expense limitation and expenses paid indirectly 2.20%

Portfolio turnover 145%
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

1 Date of commencement of operations; ratios have been annualized but total
return has not been annualized.
2 Total return reflects voluntary expense limitations.

<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.

<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.

<PAGE>

Delaware Pooled
Trust

Additional information about the Portfolio'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 Portfolio's performance during its
last fiscal period. You can find more detailed information about the Portfolio
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 Portfolio on the Edgar
Database on the SEC web site (http://www.sec.gov), or you can get copies of this
information, after payment of a duplicating fee, by e-mailing the SEC at
[email protected] or by writing to the Public Reference Section of the SEC,
Washington, D.C. 20549-0102. Information about the Portfolio, including the
Fund's Statement of Additional Information, can be reviewed and copied at the
SEC's Public Reference Room in Washington, D.C. You can get information on the
public reference room by calling the SEC at 1-202-942-8090.

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

DELAWARE(SM)
INVESTMENTS
-----------
Philadelphia o London

P-DPT (BP) [--] 10/00