<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. 33 X
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 33 X
DELAWARE POOLED TRUST
(Exact Name of Registrant as Specified in Charter)
--------------------------------------------------------------------------------
1818 Market Street, Philadelphia, Pennsylvania 19103
------------------------------------------------- ----------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (215) 255-1255
--------------
Eric E. Miller, Esq., 1818 Market Street, Philadelphia, PA 19103
(Name and Address of Agent for Service)
--------------------------------------------------------------------------------
Approximate Date of Public Offering: September 3, 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 September 3, 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.
<PAGE>
--- C O N T E N T S ---
This Post-Effective Amendment No. 33 to Registration File No. 33-40991 includes
the following:
1. Facing Page
2. Contents Page
3. Part A--Prospectus
4. Part B--Statement of Additional Information
5. Part C--Other Information
6. Signatures
7. Exhibits
The Prospectuses dated February 28, 2000 describing the Class A Shares, Class B
Shares, Class C Shares and Institutional Class Shares of The Real Estate
Investment Trust Portfolio have not been affected by this Amendment No. 33 to
the Registration Statement and remain current until such time in the future that
the Registrant deems their amendment necessary.
<PAGE>
DELAWARE POOLED TRUST
Prospectus
[__________], 2000
This Prospectus offers 26 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 Large-Cap Growth Equity 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 Small-Cap Value Equity Portfolio
The Small-Cap Growth Equity Portfolio
The Real Estate Investment Trust Portfolio +
The Real Estate Investment Trust Portfolio II ++ ASSET ALLOCATION
The Global Equity Portfolio The Asset Allocation 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
</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.
-2-
<PAGE>
TABLE OF CONTENTS
Risk/Return Summary: Investments, Risks and Performance
The Large-Cap Value Equity Portfolio Page
The Large-Cap Growth Equity Portfolio
The Core Equity Portfolio
The Balanced Portfolio
The Equity Income Portfolio
The Select Equity Portfolio
The Mid-Cap Growth 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
-3-
<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.
-4-
<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 -2.06%
As of June 30, 2000, The Large-Cap Value Equity Portfolio had a calendar
year-to-date return of [_______%]. 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 Composite Stock Index
1 year -2.06% 21.00%
5 years 18.24% 28.63%
Since inception (2/3/92) 16.03% 20.21%
-5-
<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) 0.09%
------------------------------------------------------ --------------
Total operating expenses(1) 0.64%
------------------------------------------------------ --------------
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 $65
--------------- ------------
3 years $205
--------------- ------------
5 years $357
--------------- ------------
10 years $798
--------------- ------------
(1) Delaware Management Company has agreed to waive fees and pay expenses
through April 30, 2001 in order to prevent total operating expenses
(excluding any taxes, interest, brokerage fees and extraordinary expenses)
from exceeding 0.68% of average daily net assets.
(2) The Portfolio's actual rate of return may be greater or less than the
hypothetical 5% return we use here. Also, this example assumes that the
Portfolio's total operating expenses remain unchanged in each of the
periods we show.
-6-
<PAGE>
Profile: The Large-Cap Growth Equity Portfolio
-----------------------------------------------
What is the Portfolio's goal?
The Large-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 seeks to
achieve its goal by investing primarily in equity securities of
large-capitalization companies which we believe present, at the time of
purchase, significant long-term earnings growth potential based on our analysis
of their historic or projected earnings growth rate, price-to-earnings ratio and
cash flows. For purposes of this Portfolio, we will generally consider
large-capitalization companies to be those that have a market capitalization of
$10 billion or more (at the time of purchase).
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.
-7-
<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.
-8-
<PAGE>
What are The Large-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 Large-Cap Growth
Equity Portfolio's assets.
---------------------------------------------------- ---------------
Investment advisory fees(1) 0.65%
---------------------------------------------------- ---------------
Distribution and service (12b-1) fees None
---------------------------------------------------- ---------------
Other expenses(1/2) 0.55%
---------------------------------------------------- ---------------
Total operating expenses(1) 1.20%
---------------------------------------------------- ---------------
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, 2001 in order to prevent total operating expenses
(excluding any taxes, interest, brokerage fees and extraordinary expenses)
from exceeding 0.80% 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 0.15% and 0.80%,
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.
-9-
<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.
-10-
<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
Russell 1000 Index. The Russell 1000 Index measures the performance of the 1,000
largest companies in the Russell 3000 Index. Those 1000 companies represent
approximately 92% 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 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 -9.80%
As of June 30, 2000, The Core Equity Portfolio had a calendar year-to-date
return of [_______%]. During the period illustrated in this bar chart, The Core
Equity Portfolio's highest quarterly return was 9.58% for the quarter ended June
30, 1999 and its lowest quarterly return was -12.31% for the quarter ended
September 30, 1999.
Average annual returns for periods ending 12/31/99
The Core Equity Russell 1000
Portfolio Index
1 year -9.80% 20.91%
Since inception (9/15/98) 5.38% 36.37%
-11-
<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) 0.74%
------------------------------------------------------ ------------
Total operating expenses(1) 1.29%
------------------------------------------------------ ------------
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 $131
--------------- ------------
3 years $409
--------------- ------------
5 years $708
--------------- ------------
10 years $1,556
--------------- ------------
(1) Delaware Management Company has agreed to waive fees and pay expenses
through April 30, 2001 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. Had the
amount waived and paid been deducted, investment advisory fees, other
expenses and total operating expenses would have been 0.0%, 0.68% and
0.68%, respectively.
(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.
-12-
<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 strong 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.
-13-
<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) 0.23%
---------------------------------------------------- ---------------
Total operating expenses(1) 0.78%
---------------------------------------------------- ---------------
This example is intended to help you compare the cost of investing in the
Portfolio to the cost of investing in other mutual funds with similar investment
objectives. We show the cumulative amount of Portfolio expenses on a
hypothetical investment of $10,000 with an annual 5% return over the time
shown.(3) This is an example only, and does not represent future expenses, which
may be greater or less than those shown here.
----------------- ----------------
1 year $ 80
----------------- ----------------
3 years $ 249
----------------- ----------------
(1) Delaware Management Company has agreed to waive fees and pay expenses
through April 30, 2001 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.
-14-
<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.
-15-
<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) 0.21%
---------------------------------------------------- ---------------
Total operating expenses(1) 0.76%
---------------------------------------------------- ---------------
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 $ 78
----------------- ----------------
3 years $ 243
----------------- ----------------
(1) Delaware Management Company has agreed to waive fees and pay expenses
through April 30, 2001 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 0.47% 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.
-16-
<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. 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. 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.
-17-
<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) 0.66%
---------------------------------------------------- ---------------
Total operating expenses(1) 1.66%
---------------------------------------------------- ---------------
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 $ 169
----------------- ----------------
3 years $ 523
----------------- ----------------
(1) Delaware Management Company has agreed to waive fees and pay expenses
through April 30, 2001 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. If the amount
the Manager has committed to waive were deducted, investment advisory fees
and total operating expenses are expected to be 0.54% and 1.20%,
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.
-18-
<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.
-19-
<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 Midcap Growth
Index and Russell 2000 Stock Index. The Russell Midcap Growth Index measures the
performance of those Russell Midcap companies with higher price-to-book ratios
and higher forecasted growth values. 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 indexes are unmanaged and do 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 66.98%
As of June 30, 2000, The Mid-Cap Growth Equity Portfolio had a calendar
year-to-date return of [___________%]. During the periods illustrated in this
bar chart, The Mid-Cap Growth Equity Portfolio's highest quarterly return was
48.12% for the quarter ended December 31, 1999 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 Midcap Russell
Equity Portfolio Growth Index 2000
Growth Index
1 year 66.98% 51.29% 21.26%
5 years 27.23% 28.02% 18.99%
Since inception (2/27/92) 17.98% 19.45% 13.43%
-20-
<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) 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.
(2) 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
--------------- -------------
5 years $569
--------------- -------------
10 years $1,259
--------------- -------------
(1) Delaware Management Company has agreed to waive fees and pay expenses
through April 30, 2001 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. Had the
amount waived been deducted, investment advisory fees and total operating
expenses would have been 0.65% and 0.93%, respectively.
(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.
-21-
<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.
-22-
<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) 0.49%
----------------------------------------------------- -----------
Total operating expenses(1) 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.(2) This is an example only, and does not represent future expenses, which
may be greater or less than those shown here.
--------------- ------------
1 year $126
--------------- ------------
3 years $393
--------------- ------------
5 years $681
--------------- ------------
10 years $1,500
--------------- ------------
(1) Delaware Management Company has agreed to waive fees and pay expenses
through April 30, 2001 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. Had the
amount waived been deducted, investment advisory fees and total operating
expenses would have been 0.40% and 0.89%, respectively.
(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.
-23-
<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
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.
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.
-24-
<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 and Russell 2000
Stock Index. The Russell 2000 Growth Index measures the performance of those
Russell 2000 companies with higher price-to-book ratios and higher forecasted
growth values. 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 indexes are
unmanaged and do 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 60.53%
As of June 30, 2000, The Small-Cap Growth Equity Portfolio had a calendar
year-to-date return of [________%]. During the period illustrated in this bar
chart, The Small-Cap Growth Equity Portfolio `s highest quarterly return was
34.73% for the quarter ended December 31, 1999 and its lowest quarterly return
was 0.62% for the quarter ended March 31, 1999.
Average annual returns for periods ending 12/31/99
The Small-Cap Growth Russell 2000 Russell
Equity Portfolio Growth Index 2000
Stock Index
1 year 60.53% 43.09% 21.26%
Since inception (9/15/98) 79.97% 57.84% 31.66%
-25-
<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) 0.44%
------------------------------------------------------ ------------
Total operating expenses(1) 1.19%
------------------------------------------------------ ------------
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 $121
--------------- --------------
3 years $378
--------------- --------------
5 years $654
--------------- --------------
10 years $1,443
--------------- --------------
(1) Delaware Management Company has agreed to waive fees and pay expenses
through April 30, 2001 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. Had the
amount waived been deducted, investment advisory fees and total operating
expenses would have been 0.45% and 0.89%, respectively.
(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.
-26-
<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.
-27-
<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. The Portfolios are also
affected by interest rate changes, particularly if the real estate investment
trusts we are holding use floating rate debt to finance their ongoing
operations. 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.
-28-
<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 Delaware 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 -2.57%
As of June 30, 2000, The Real Estate Investment Trust Portfolio had a calendar
year-to-date return of [________%]. 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 Portfolio NAREIT Equity REIT
Index
1 year -2.57% -4.62%
Since 12/6/95 13.24% 6.72%
-29-
<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 0.75%
------------------------------------------------------ --------------
Distribution and service (12b-1) fees None
------------------------------------------------------ --------------
Other expenses 0.43%
------------------------------------------------------ --------------
Total operating expenses 1.18%
------------------------------------------------------ --------------
Fee waivers and payments(1) (0.23%)
------------------------------------------------------ --------------
Net expenses 0.95%
------------------------------------------------------ --------------
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 $97
--------------- ---------------
3 years $352
--------------- ---------------
5 years $627
--------------- ---------------
10 years $1,411
--------------- ---------------
(1) Delaware Management Company has contracted to waive fees and pay expenses
through February 28, 2001 in order to prevent total operating expenses
(excluding any taxes, interest, brokerage fees and extraordinary expenses)
from exceeding 0.95% of average daily net assets.
(2) The Portfolio's actual rate of return may be greater or less than the
hypothetical 5% return we use here. This example reflects the net operating
expenses with expense waivers for the one-year period and the total
operating expenses without expense waivers for years two through ten.
-30-
<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 how returns for The
Real Estate Investment Trust Portfolio II have varied over the past two calendar
years, as well as average annual returns for one year and since inception - with
average annual returns compared to the performance of the 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 -1.89%
As of June 30, 2000, The Real Estate Investment Trust Portfolio II had a
calendar year-to-date return of [________%]. During the periods illustrated in
this bar chart, The Real Estate Investment Trust Portfolio II's highest
quarterly return was 12.91% for the quarter ended June 30, 1999 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
Investment Trust Equity REIT
Portfolio II Index
1 year -1.89% -4.62%
Since inception (11/4/97) -5.38% -9.62%
-31-
<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) 0.73%
------------------------------------------------------ --------------
Total operating expenses(1) 1.48%
------------------------------------------------------ --------------
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 $151
--------------- -------------
3 years $468
--------------- -------------
5 years $808
--------------- -------------
10 years $1,768
--------------- -------------
(1) Delaware Management Company has agreed to waive fees and pay expenses
through April 30, 2001 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. Had the
amount waived been deducted, investment advisory fees and total operating
expenses would have been 0.13% and 0.86%, respectively.
(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.
-32-
<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 portion 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.
-33-
<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.
-34-
<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 how returns for The Global Equity
Portfolio have varied over the past two calendar years, as well as average
annual returns for one year and since inception -- with average annual returns
compared to the performance of the 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 and
redemptions 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 5.34%
As of June 30, 2000, The Global Equity Portfolio had a calendar year-to-date
return of [________%]. During the periods 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 5.34% 24.95%
Since inception (10/15/97) 6.70% 24.21%
-35-
<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) 1.14%
----------------------------------------------------------------
Total operating expenses(2) 1.89%
----------------------------------------------------------------
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 $262 $231
--------------------------------------------------------
3 years $664 $632
--------------------------------------------------------
5 years $1,092 $1,057
--------------------------------------------------------
10 years $2,283 $2,243
--------------------------------------------------------
(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, 2001 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. Had the amount
waived and paid been deducted, investment advisory fees, other expenses and
total operating expenses would have been 0.0%, 0.96% and 0.96%,
respectively.
(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.
-36-
<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.
-37-
<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.
-38-
<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 21 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 17.41%
As of June 30, 2000, The International Equity Portfolio had a calendar
year-to-date return of [________%]. 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
The International Capital International
Equity Portfolio EAFE Stock Index
1 year 17.41% 26.97%
5 years 13.05% 12.81%
Since inception (2/4/92) 12.12% 11.99%
-39-
<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) 0.14%
----------------------------------------------------------------
Total operating expenses(1) 0.89%
----------------------------------------------------------------
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 $91
-----------------------------
3 years $284
-----------------------------
5 years $493
-----------------------------
10 years $1,096
-----------------------------
(1) Delaware International Advisers Ltd. has agreed to waive fees and pay
expenses through April 30, 2001 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.
-40-
<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.
-41-
<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.
-42-
<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.
-43-
<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 21 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 10.56%
As of June 30, 2000, The Labor Select International Equity Portfolio had a
calendar year-to-date return of [________%]. 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 10.56% 26.97%
Since inception (12/19/95) 14.34% 13.22%
-44-
<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) 0.08%
----------------------------------------------------------------
Total operating expenses(1) 0.83%
----------------------------------------------------------------
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 $85
-----------------------------
3 years $265
-----------------------------
5 years $460
-----------------------------
10 years $1,025
-----------------------------
(1) Delaware International Advisers Ltd. has agreed to waive fees and pay
expenses through April 30, 2001 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.
-45-
<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.
-46-
<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.
-47-
<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 how returns for The Emerging Markets
Portfolio have varied over the past two calendar years, as well as average
annual returns for one year and since inception--with average annual returns
compared to the performance of the 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 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 and redemptions 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 62.01%
As of June 30, 2000, The Emerging Markets Portfolio had a calendar year-to-date
return of [________%]. During the periods illustrated in this bar chart, The
Emerging Markets Portfolio's highest quarterly return was 26.76% for the quarter
ended December 31, 1999 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 Emerging Markets
Markets Portfolio Free Equity Index
1 year 62.01% 66.42%
Since inception (4/14/97) -1.93% 0.41%
-48-
<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) 0.27%
----------------------------------------------------------------
Total operating expenses(2) 1.27%
----------------------------------------------------------------
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 $281 $203
--------------------------------------------------------
3 years $558 $475
--------------------------------------------------------
5 years $856 $767
--------------------------------------------------------
10 years $1,705 $1,597
--------------------------------------------------------
(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, 2001 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) 0.28%
---------------------------------------------------- ---------------
Total operating expenses(2) 1.28%
---------------------------------------------------- ---------------
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.(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 $231 $185
--------------- -------------------- ---------------------
3 years $509 $459
--------------- -------------------- ---------------------
(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, 2001 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. If
the amount the Manager has committed to waive were deducted, investment
advisory fees and total operating expenses are expected to be 0.92% and
1.20%, respectively.
(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 fees(1) 0.45%
------------------------------------------------------ ----------
Redemption reimbursement fees(1) 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 $181 $145
--------------- ------------ ------------
3 years $395 $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, 2001 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. If
the amount the Manger has committed to waive were deducted, investment
advisory fees and total operating expenses are expected to be 0.73% and
0.96%, respectively.
(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,
but generally 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) 0.56%
------------------------------------------------------ ----------
Total operating expenses(1) 1.31%
------------------------------------------------------ ----------
This example is intended to help you compare the cost of investing in the
Portfolio to the cost of investing in other mutual funds with similar investment
objectives. We show the cumulative amount of Portfolio expenses on a
hypothetical investment of $10,000 with an annual 5% return over the time
shown.(3) This is an example only, and does not represent future expenses, which
may be greater or less than those shown here.
--------------- --------------------
1 year $133
--------------- --------------------
3 years $415
--------------- --------------------
(1) Delaware Management Company has agreed to waive fees and pay expenses
through April 30, 2001 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. If the amount
the Manager has committed to waive were deducted, investment advisory fees
and total operating expenses are expected to be 0.33% and 0.89%,
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.
-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 0.46%
As of June 30, 2000, The Intermediate Fixed Income Portfolio had a calendar
year-to-date return of [________%]. 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 -0.72% for the quarter ended June 30, 1999.
Average annual returns for periods ending 12/31/99
Lehman Brothers
The Intermediate Fixed Government/Corporate
Income Portfolio Intermediate Bond Index
1 year 0.46% 0.39%
Since inception (3/12/96) 5.12% 5.71%
-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) 0.37%
------------------------------------------------------ --------------
Total operating expenses(1) 0.77%
------------------------------------------------------ --------------
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 $79
--------------- --------------
3 years $246
--------------- --------------
5 years $428
--------------- --------------
10 years $954
--------------- --------------
(1) Delaware Management Company has agreed to waive fees and pay expenses
through April 30, 2001 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. Had the
amount waived been deducted, investment advisory fees and total operating
expenses would have been 0.16% and 0.53%, respectively.
(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 how returns for The Aggregate
Fixed Income Portfolio have varied over the past two calendar years, as well as
average annual returns for one year and since inception--with average annual
returns compared to the performance of the 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 -2.55%
As of June 30, 2000, The Aggregate Fixed Income Portfolio had a calendar
year-to-date return of [________%]. During the periods 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
-1.69% for the quarter ended June 30, 1999.
Average annual returns for periods ending 12/31/99
The Aggregate Lehman Brothers
Fixed Income Aggregate Bond
Portfolio Index
1 year -2.55% -0.83%
Since inception (12/29/97) 2.83% 3.81%
-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) 0.27%
------------------------------------------------------ ------------
Total operating expenses(1) 0.67%
------------------------------------------------------ ------------
This example is intended to help you compare the cost of investing in the
Portfolio to the cost of investing in other mutual funds with similar investment
objectives. We show the cumulative amount of Portfolio expenses on a
hypothetical investment of $10,000 with an annual 5% return over the time
shown.(2) This is an example only, and does not represent future expenses, which
may be greater or less than those shown here.
--------------- ---------------
1 year $68
--------------- ---------------
3 years $214
--------------- ---------------
5 years $373
--------------- ---------------
10 years $835
--------------- ---------------
(1) Delaware Management Company has agreed to waive fees and pay expenses
through April 30, 2001 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. Had the
amount waived been deducted, investment advisory fees and total operating
expenses would have been 0.26% and 0.53%, respectively.
(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)]
<TABLE>
<CAPTION>
Year-by-year total return (The High-Yield Bond Portfolio)
The High-Yield Bond Portfolio
<S> <C> <C>
1997 18.14%
1998 1.75%
1999 4.20%
</TABLE>
As of June 30, 2000, The High-Yield Bond Portfolio had a calendar year-to-date
return of [________%]. 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.
<TABLE>
<CAPTION>
Average annual returns for periods ending 12/31/99
The High-Yield Bond Salomon Smith Barney
Portfolio High-Yield Cash Pay Index
<S> <C> <C>
1 year 4.20% 0.82%
Since inception (12/2/96) 8.02% 5.99%
</TABLE>
-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) 0.33%
------------------------------------------------------ --------------
Total operating expenses(1) 0.78%
---------------------------------------------------------------------
This example is intended to help you compare the cost of investing in the
Portfolio to the cost of investing in other mutual funds with similar investment
objectives. We show the cumulative amount of Portfolio expenses on a
hypothetical investment of $10,000 with an annual 5% return over the time
shown.(2) This is an example only, and does not represent future expenses, which
may be greater or less than those shown here.
------------------------------
1 year $80
--------------- --------------
3 years $249
--------------- --------------
5 years $433
--------------- --------------
10 years $966
------------------------------
(1) Delaware Management Company has agreed to waive fees and pay expenses
through April 30, 2001 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. Had the
amount waived been deducted, investment advisory fees and total operating
expenses would have been 0.26% and 0.59%, respectively.
(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 portion 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 how returns for The
Diversified Core Fixed Income Portfolio have varied 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)]
<TABLE>
<CAPTION>
Year-by-year total return (The Diversified Core Fixed Income Portfolio)
The Diversified Core Fixed Income Portfolio
<S> <C> <C>
1998 10.28%
1999 1.60%
</TABLE>
As of June 30, 2000, The Diversified Core Fixed Income Portfolio had a calendar
year-to-date return of [________%]. 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 0.00% for the quarter ended September 30, 1999.
<TABLE>
<CAPTION>
Average annual returns for periods ending 12/31/99
The Diversified Core Lehman Brothers
Fixed Income Portfolio Aggregate Bond Index
<S> <C> <C>
1 year 1.60% -0.83%
Since inception (12/29/97) 5.74% 3.81%
</TABLE>
-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) 0.41%
------------------------------------------------------ --------------
Total operating expenses(1) 0.84%
---------------------------------------------------------------------
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 $86
--------------- --------------
3 years $268
--------------- --------------
5 years $466
--------------- --------------
10 years $1,037
------------------------------
(1) Delaware Management Company has agreed to waive fees and pay expenses
through April 30, 2001 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. Had the
amount waived been deducted, investment advisory fees and total operating
expenses would have been 0.16% and 0.57%, respectively.
(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)]
<TABLE>
<CAPTION>
Year-by-year total return (The Global Fixed Income Portfolio)
The Global Fixed Income Portfolio
<S> <C> <C>
1993 19.16%
1994 1.24%
1995 18.96%
1996 14.96%
1997 1.73%
1998 8.68%
1999 -4.05%
</TABLE>
As of June 30, 2000, The Global Fixed Income Portfolio had a calendar
year-to-date return of [________%]. 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 -2.59%
for the quarter ended December 31, 1999.
<TABLE>
<CAPTION>
Average annual returns for periods ending 12/31/99
The Global Fixed Salomon Smith Barney World
Income Portfolio Government
Bond Index
<S> <C> <C>
1 year -4.05% -4.26%
5 years 7.72% 6.41%
Since inception (11/30/92) 8.38% 5.93%
</TABLE>
-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) 0.12%
------------------------------------------------------ ------------
Total operating expenses(1) 0.62%
-------------------------------------------------------------------
This example is intended to help you compare the cost of investing in the
Portfolio to the cost of investing in other mutual funds with similar investment
objectives. We show the cumulative amount of Portfolio expenses on a
hypothetical investment of $10,000 with an annual 5% return over the time
shown.(2) This is an example only, and does not represent future expenses, which
may be greater or less than those shown here.
------------------------------
1 year $63
--------------- --------------
3 years $199
--------------- --------------
5 years $346
--------------- --------------
10 years $774
------------------------------
(1) Delaware International Advisers Ltd. has agreed to waive fees and pay
expenses through April 30, 2001 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. Had
the amount waived been deducted, investment advisory fees and total
operating expenses would have been 0.48% and 0.60%, respectively.
(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 how returns for The
International Fixed Income Portfolio have varied 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)]
<TABLE>
<CAPTION>
Year-by-year total return (The International Fixed Income Portfolio)
The International Fixed Income Portfolio
<S> <C> <C>
1998 9.68%
1999 -5.04%
</TABLE>
As of June 30, 2000, the International Fixed Income Portfolio had a calendar
year-to-date return of [________%]. 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 -3.09% for the quarter ended December 31, 1999.
<TABLE>
<CAPTION>
Average annual returns for periods ending 12/31/99
The International Salomon Smith Barney
Fixed Income Non-U.S. World
Portfolio Government Bond Index
<S> <C> <C>
1 year -5.04% -5.09%
Since inception (4/11/97) 2.94% 5.69%
</TABLE>
-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) 0.14%
------------------------------------------------------ --------------
Total operating expenses(1) 0.64%
---------------------------------------------------------------------
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 $65
--------------- --------------
3 years $205
--------------- --------------
5 years $357
--------------- --------------
10 years $798
------------------------------
(1) Delaware International Advisers Ltd. has agreed to waive fees and pay
expenses through April 30, 2001 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. Had
the amount waived been deducted, investment advisory fees and total
operating expenses would have been 0.46% and 0.60%, respectively.
(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 Large-Cap Value Equity Portfolio
The Large-Cap Growth Equity Portfolio
The Core Equity Portfolio
The Balanced Portfolio
The Equity Income Portfolio
The Select Equity Portfolio
The Mid-Cap Growth 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 All-Cap Growth 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 $102
--------------------
3 years $318
--------------------
(1) Delaware Management Company has agreed to waive fees and pay expenses
through April 30, 2001 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. If the amount the Manager has committed to waive
were deducted, investment advisory fees, other expenses and total operating
expenses are expected to be 0.0%, 0.15% and 0.15%, respectively.
(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 0.72%, 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
Each Portfolio's, except The Labor Select International Equity Portfolio's,
investment objective is non-fundamental. This means the Board of Trustees may
change the objective without obtaining shareholder approval. If a 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 Portfolios may invest in. The Portfolios may invest in a broad selection of
securities consistent with their respective 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
Portfolios.
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Securities How we use them
------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Common Stocks: Securities that represent shares of The Large-Cap Value Equity, The Large-Cap Growth Equity, The Core
ownership in a corporation. Stockholders participate in the Equity, The Equity Income, The Select Equity, The Mid-Cap Growth
corporations profits and losses indirectly, as the value of Equity, The Small-Cap Value Equity, The Small-Cap Growth Equity, The
a corporations shares tends to change as the corporations Balanced, The Real Estate Investment Trust, The Global Equity, The
earnings fluctuate. International Equity, The Labor Select International Equity, The
Emerging Markets, The International Small-Cap, The International
Large-Cap Equity, The All-Cap Growth Equity and The Asset Allocation
Portfolios focus their investments on common stocks, some of which
will be dividend paying stocks.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
-90-
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Securities How we use them
------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Corporate Bonds: Debt obligations issued by a corporation. The Balanced, The Intermediate Fixed Income and The Aggregate Fixed
Income Portfolios may invest in corporate bonds rated in one of the
four highest categories by an NRSRO (e.g., at least BBB by S&P or
Baa by Moodys), 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 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. 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.
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Securities How we use them
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Convertible Securities: Usually preferred stocks or corporate The Balanced, The Equity Income, The Select Equity,^ The Small-Cap
bonds that can be exchanged for a set number of shares of Value Equity, The Small-Cap Growth Equity, The Large-Cap Growth
common stock at a predetermined price. These securities offer Equity, The Core Equity, The All-Cap Growth Equity, The High-Yield
higher appreciation potential than nonconvertible bonds and Bond, The International Small-Cap, The International Equity, The
greater income potential than nonconvertible preferred stocks. 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 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, investments in securities rated
below investment grade or, if unrated, considered to be of
equivalent quality, will be limited to no more than 5% and 10% of
net assets. 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).
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Mortgage-Backed Securities: Fixed-income securities that The Aggregate Fixed Income, The Diversified Core Fixed Income, The
represent pools of mortgages, with investors receiving Intermediate Fixed Income, The Real Estate Investment Trust, The
principal and interest payments as the underlying mortgage Global Fixed Income, The Asset Allocation, The Core Equity and The
loans are paid back. Many are issued and guaranteed against Balanced Portfolios may invest in mortgage-backed securities issued
default by the U.S. government or its agencies or or guaranteed by the U.S. government, its agencies or
instrumentalities, such as the Federal Home Loan Mortgage instrumentalities or by government sponsored corporations. For the
Corporation, the Fannie Mae and the Government National Aggregate Fixed Income and The Intermediate Fixed Income Portfolios,
Mortgage Association. Others are issued by private financial all securities will be rated investment grade at the time of
institutions, with some fully collateralized by certificates purchase.
issued or guaranteed by the government or its agencies or
instrumentalities.
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Securities How we use them
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Collateralized Mortgage Obligations (CMOs) and Real Estate The Aggregate Fixed Income, The Diversified Core Fixed Income, The
Mortgage Investment Conduits (REMICs): CMOs are privately Intermediate Fixed Income, The Real Estate Investment Trust, The
issued mortgage-backed bonds whose underlying value is the Global Fixed Income, The Asset Allocation, The Balanced and The Core
mortgages that are collected into different pools according Equity Portfolios may invest in CMOs and REMICs. Certain CMOs and
to their maturity. They are issued by U.S. government REMICs may have variable or floating interest rates and others may
agencies and private issuers. REMICs are privately issued be stripped. Stripped mortgage securities are generally considered
mortgage-backed bonds whose underlying value is a fixed illiquid and to such extent, together with any other illiquid
pool of mortgages secured by an interest in real property. investments, will not exceed that Portfolio's limit on illiquid
Like CMOs, REMICs offer different pools. securities. 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, The
receivables, including home equity, automobile or credit Diversified Core Fixed Income, The Asset Allocation, The Balanced,
loans. The Equity Income 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 without
investment vehicles which invest primarily in limitation in shares of REITs. The Balanced, The Select Equity, The
income-producing real estate or real estate related loans Core Equity, The Small-Cap Value Equity, The International Small-Cap
or interests. REITs are generally classified as equity and The Asset Allocation Portfolios may also invest in REITs
REITs, mortgage REITs or a combination of equity and consistent with their investment objectives and policies.
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.
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U.S. Government Securities: U.S. Treasury securities are Each Portfolio may invest in U.S. government securities for
backed by the full faith and credit of the United States. temporary purposes or otherwise, as is consistent with its
Securities issued or guaranteed by federal agencies and investment objectives and policies. These securities are issued or
U.S. government sponsored instrumentalities may or may not guaranteed as to the payment of principal and interest by the U.S.
be backed by the full faith and credit of the United government, or by various agencies or instrumentalities which have
States. In the case of securities not backed by the full been established or sponsored by the U.S. government.
faith and credit of the United States, investors in such
securities look principally to the agency or
instrumentality issuing or guaranteeing the obligation for
ultimate repayment.
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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 Income
other than the United States or by an agency, and The International Fixed Income Portfolios will generally be
instrumentality or political subdivision of such rated in one of the top two rating categories or, if unrated, deemed
governments. 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 Global Equity, 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 Diversified Core
Fixed Income Portfolio and The Asset Allocation Portfolio may invest
include those issued by foreign governments.
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Repurchase Agreements: An agreement between a buyer, such While each Portfolio is permitted to do so, it normally does not
as a Portfolio, and a seller of securities in which the invest in repurchase agreements except to invest cash balances or
seller agrees to buy the securities back within a specified for temporary defensive purposes. In order to enter into these
time at the same price the buyer paid for them, plus an repurchase agreements, a Portfolio must have collateral of at least
amount equal to an agreed upon interest rate. Repurchase 102% of the repurchase price. Each Portfolio will only enter into
agreements are often viewed as equivalent to cash. repurchase agreements in which the collateral is composed 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 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 Large-Cap
Growth 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 whose Each Portfolio may invest in restricted securities, including
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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Securities How we use them
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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 within seven days at International Equity, The Intermediate Fixed Income and The Global
approximately the price that the Fund has valued them. Fixed Income Portfolios may invest no more than 10% of net assets in
Illiquid securities include repurchase agreements maturing illiquid securities. The Diversified Core Fixed Income, The
in more than seven days. Aggregate Fixed Income, 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 Large-Cap
Growth 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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Short-Term Debt Investments: These instruments include (1) Each Portfolio may invest in these instruments either as a means to
time deposits, certificates of deposit and bankers achieve its investment objective or, more commonly, as temporary
acceptances issued by a U.S. commercial bank; (2) defensive investments or pending investment in the Portfolios
commercial paper of the highest quality rating; (3) principal investment securities. When investing all or a significant
short-term debt obligations with the highest quality portion of a Portfolio's assets in these instruments, a Portfolio
rating; (4) U.S. government securities; and (5) repurchase may not be able to achieve its investment objective.
agreements collateralized by those instruments.
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Time Deposits: Time deposits are non-negotiable deposits Time deposits maturing in more than seven days will not be purchased
maintained in a banking institution for a specified period by any of the following Portfolios, and time deposits maturing from
of time at a stated interest rate. 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 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
Large-Cap Growth Equity, The Core Equity, The Balanced, The Equity
Income, The Select Equity and The All-Cap Growth Equity Portfolios.
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Securities How we use them
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When-Issued and Delayed-Delivery Securities: In these Each Portfolio may purchase securities on a when-issued or delayed
transactions, instruments are purchased with payment and delivery basis. The Portfolios may not enter into when-issued
delivery taking place in the future in order to secure what commitments exceeding in the aggregate 15% of the market value of
is considered to be an advantageous yield or price at the the Portfolios total assets less liabilities other than the
time of the transaction. The payment obligations and the obligations created by these commitments. Each Portfolio will
interest rates that will be received are each fixed at the designate cash or securities in amounts sufficient to cover its
time a Portfolio enters into the commitment and no interest obligations, and will value the designated assets daily.
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.
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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 brokers/dealers or institutional investors. These transactions will
investors for their use relating to short-sales or other generate additional income for the Portfolios.
securities transactions.
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Investment Company Securities: Investment company The Asset Allocation Portfolio operates as a fund of funds and its
securities issued by registered or unregistered domestic or assets will consist largely of investments that it makes in other
foreign investment companies. 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 facilitate redemptions. No Portfolio has the intention of increasing
from time to time. its net income through borrowing.
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Zero Coupon and Pay-In-Kind Bonds: Zero coupon bonds are The Emerging Markets Portfolio may invest up to 35% and The
debt obligations which do not entitle the holder to any International Small-Cap Portfolio may invest up to 15% of its
periodic payments of interest prior to maturity or a respective net assets in fixed-income securities, including zero
specified date when the securities begin paying current coupon bonds. The High-Yield Bond Portfolio may also purchase zero
interest, and therefore are issued and traded at a discount coupon bonds and PIK bonds, although it generally does not purchase
from their face amounts or par value. Pay-in-kind (PIK) a substantial amount of these bonds. The Diversified Core Fixed
bonds pay interest through the issuance to holders of Income Portfolio may also purchase these securities consistent with
additional securities. its investment objective.
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Securities How we use them
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American Depositary Receipts (ADRs), European Depositary The Balanced, The Equity Income, The Select Equity, The Small-Cap
Receipts (EDRs), and Global Depositary Receipts (GDRs): Growth Equity, The Core Equity, The Large-Cap Value Equity, The
ADRs are receipts issued by a U.S. depositary (usually a Large-Cap Growth Equity, The International Equity, The Labor Select
U.S. bank) and EDRs and GDRs are receipts issued by a International Equity, The International Large-Cap Equity, The
depositary outside of the U.S. (usually a non-U.S. bank or Mid-Cap Growth Equity, The Small-Cap Value Equity, The All-Cap
trust company or a foreign branch of a U.S. bank). Growth Equity, The Real Estate Investment Trust, The Diversified
Depositary receipts represent an ownership interest in an Core Fixed Income, The Global Fixed Income, The International Fixed
underlying security that is held by the depositary. Income, The Global Equity, The Emerging Markets, The International
Generally, the underlying security represented by an ADR is Small-Cap and The Asset Allocation Portfolios may invest in
issued by a foreign issuer and the underlying security sponsored and unsponsored ADRs. Such ADRs that The Balanced, The
represented by an EDR or GDR may be issued by a foreign or Equity Income, The Select Equity, The Small-Cap Growth Equity, The
U.S. issuer. Sponsored depositary receipts are issued Core Equity, The Large-Cap Value Equity, The Mid-Cap Growth Equity,
jointly by the issuer of the underlying security and the The Small-Cap Value Equity, The Real Estate Investment Trust, The
depositary, and unsponsored depositary receipts are issued Diversified Core Fixed Income, and The Asset Allocation Portfolios
by the depositary without the participation of the issuer may invest in will be those that are actively traded in the United
of the underlying security. Generally, the holder of the States.
depositary receipt is entitled to all payments of interest,
dividends or capital gains that are made on the underlying In conjunction with their investments in foreign securities, The
security. Large-Cap Growth Equity, 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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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, The
U.S. Treasury Secretary Nicholas F. Brady in 1989, as a International Small-Cap and The Asset Allocation Portfolios may
mechanism for debtor nations to restructure their invest in Brady Bonds consistent with their respective investment
outstanding external indebtedness (generally, commercial objectives. We believe that economic reforms undertaken by countries
bank debt). 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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Securities How we use them
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Futures and Options: A futures contract is a bilateral The Large-Cap Growth Equity, The Balanced, The Equity Income, The
agreement providing for the purchase and sale of a Select Equity, The Mid-Cap Growth Equity, The Real Estate Investment
specified type and amount of a financial instrument, or for Trust, The Diversified Core Fixed Income, The Emerging Markets, The
the making and acceptance of a cash settlement, at a stated Global Equity, The International Large-Cap Equity, The Asset
time in the future for a fixed price. A call option is a Allocation, The Small-Cap Growth Equity, The Small-Cap Value Equity,
short-term contract pursuant to which the purchaser of the The All-Cap Growth Equity, The International Small-Cap and The Core
call option, in return for the premium paid, has the right Equity Portfolios may invest in futures, options and closing
to buy the security or other financial instrument transactions related thereto. These activities will not be entered
underlying the option at a specified exercise price at any into for speculative purposes, but rather for hedging purposes and
time during the term of the option. A put option is a to facilitate the ability to quickly deploy into the stock market a
similar contract which gives the purchaser of the put Portfolios cash, short-term debt securities and other money market
option, in return for a premium, the right to sell the instruments at times when the Portfolios assets are not fully
underlying security or other financial instrument at a invested in equity securities. A Portfolio may only enter into these
specified price during the term of the option. 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 Portfolios
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 Although The International Equity, The International Large-Cap
invest in securities of foreign issuers and may hold Equity, The Labor Select International Equity, The Real Estate
foreign currency. In addition, several Portfolios may enter Investment Trust, The Diversified Core Fixed Income, The Global
into contracts to purchase or sell foreign currencies at a Fixed Income, The High-Yield Bond, The International Fixed Income,
future date (i.e., a forward foreign currency contract or The Global Equity, The Emerging Markets, The International
forward contract). A forward contract involves an Small-Cap, The Asset Allocation, The Small-Cap Value Equity, The
obligation to purchase or sell a specific currency at a Small-Cap Growth Equity, The Large-Cap Growth Equity, The Core
future date, which may be any fixed number of days from the Equity, The Balanced, The Equity Income and The All-Cap Growth
date of the contract, agreed upon by the parties, at a Equity Portfolios value their assets daily in terms of U.S. dollars,
price set at the time of the contract. A Portfolio may they do not intend to convert their holdings of foreign currencies
enter into forward contracts to lock-in the price of a into U.S. dollars on a daily basis. A Portfolio may, however, from
security it has agreed to purchase or sell, in terms of time to time, purchase or sell foreign currencies and/or engage in
U.S. dollars or other currencies in which the transaction forward foreign currency transactions in order to expedite
will be consummated. 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 The Balanced, The Intermediate Fixed Income, The Aggregate Fixed
interest rate swap, a fund receives payment from another Income and The Diversified Core Fixed Income Portfolios may use
party based on a floating interest rate in return for interest rate swaps to adjust each Portfolio's sensitivity to
making payments based on a fixed interest rate. An interest interest rates by changing its duration. We may also use interest
rate swap can also work in reverse, with a fund receiving rate swaps to hedge against changes in interest rates. We use index
payments based on a fixed interest rate and making payments swaps to gain exposure to markets that the Portfolios invest in,
based on a floating interest rate. In an index swap, a fund such as the corporate bond market. We may also use index swaps as a
receives gains or incurs losses based on the total return substitute for futures, options or forward contracts if such
of an index, in exchange for making fixed or floating contracts are not directly available to the Portfolios on favorable
interest rate payments to another party. 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 Portfolios holdings, whether equity or fixed
securities in a certain marketlike the stock or bond income in orientation, fluctuates in response to events affecting
marketwill decline in value because of factors such as markets. In a declining market environment, the value of the
economic conditions, future expectations or investor Portfolios securities will generally decline as well. We maintain a
confidence. long-term approach and focus on securities that we believe can
continue to provide returns over an extended period of time
Index swaps are subject to the same market risks as the regardless of these interim market fluctuations. Generally, we do
investment market or sector that the index represents. not try to predict overall market movements or trade for short-term
Depending on the actual movements of the index and how well purposes.
the portfolio manager forecasts those movements, a fund
could experience a higher or lower return than anticipated. In evaluating the use of an index swap for The Balanced, The
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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Industry and Security Risk is the risk that the value of The Real Estate Investment Trust Portfolios concentrate their
securities in a particular industry or the value of an investments in the real estate industry. As a consequence, the net
individual stock or bond will decline because of changing asset value of each Portfolio can be expected to fluctuate in light
expectations for the performance of that industry or for of the factors affecting that industry, and may fluctuate more
the individual company issuing the stock or bond. widely than a portfolio that invests in a broader range of
Portfolios that concentrate their investments in a industries. Each Real Estate Investment Trust Portfolio may be more
particular industry or individual security are considered susceptible to any single economic, political or regulatory
to be subject to greater risks than Portfolios that are not occurrence affecting the real estate industry.
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 Portfolios assets invested in any one
industry, as is consistent with that Portfolios 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 decrease in fixed-income securities, are subject to various interest rate risks
value if interest rates rise and increase in value if depending upon their investment objectives and policies. We cannot
interest rates fall. Investments in equity securities eliminate that risk, but we do try to address it by monitoring
issued by small and medium sized companies, which often economic conditions, especially interest rate trends and their
borrow money to finance operations, may also be adversely potential impact on the Portfolios. The Portfolios do not try to
affected by rising interest rates. increase returns on their investments in debt securities by
predicting and aggressively capitalizing on interest rate movements.
Swaps may be particularly sensitive to interest rate The Intermediate Fixed Income and The Aggregate Fixed Income
changes. Depending on the actual movements of interest Portfolios seek to maintain as the core of their investment
rates and how well the portfolio manager anticipates them, portfolios, short and intermediate-term debt securities (under ten
a portfolio could experience a higher or lower return than years). The Global Fixed Income and The International Fixed Income
anticipated. For example, if a portfolio holds interest Portfolios anticipate that average weighted maturity will be in the
rate swaps and is required to make payments based on five-to-ten year range, with a possible shift beyond ten years in a
variable interest rates, it will have to make increased declining interest rate environment and a possible shortening below
payments if interest rates rise, which will not necessarily five years in a rising interest rate environment.
be offset by the fixed-rate payments it is entitled to
receive under the swap agreement. The High-Yield Bond Portfolio, by investing primarily in bonds rated
B- or higher by S& P or B3 or higher by Moodys, 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 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 be The International Equity, The International Large-Cap Equity, The
adversely affected by political instability, changes in Labor Select International Equity, The Global Fixed Income, The
currency exchange rates, foreign economic conditions or International Fixed Income, The Global Equity, The Emerging Markets
inadequate regulatory and accounting standards. In and The International Small-Cap Portfolios will invest in securities
addition, there is the possibility of expropriation, of foreign issuers, which normally are denominated in foreign
nationalization or confiscatory taxation, taxation of currencies, and may hold foreign currencies directly. The Core
income earned in foreign nations or other taxes imposed Equity Portfolio may invest up to 5% of its assets; The Real Estate
with respect to investments in foreign nations, foreign Investment Trust, The High-Yield Bond, The Small-Cap Growth Equity
exchange controls, which may include suspension of the and The All-Cap Growth Equity Portfolios may invest up to 10% of
ability to transfer currency from a given country, and their respective total assets; The Large-Cap Growth Equity and The
default in foreign government securities. As a result of Diversified Core Fixed Income ^ Portfolios may invest up to 20% of
these factors, foreign securities markets may be less its total assets; and The Small-Cap Value Equity Portfolio may
liquid and more volatile than U.S. markets and the invest up to 25% of its assets in foreign securities. The Balanced,
Portfolios may experience difficulties and delays in The Equity Income, The Select Equity and The Mid-Cap ^ Growth Equity
converting foreign currencies back into U.S. dollars. Such Portfolios typically invest only a small portion of their assets in
events may cause the value of certain foreign securities to foreign securities, usually through depositary receipts denominated
fluctuate widely and may make it difficult to accurately in U.S. dollars and traded on a U.S. exchange. The Asset Allocation
value foreign securities. Portfolio, to the extent consistent with its investment objective,
may also purchase foreign securities. We attempt to reduce the risks
Several European countries began participating in the presented by foreign investments by conducting world-wide
European Economic and Monetary Union, which has established fundamental research with an emphasis on company visits. In
a common currency for participating countries. This addition, we monitor current economic and market conditions and
currency is commonly known as the Euro. The long-term trends, the political and regulatory environment and the value of
consequences of the Euro conversion for foreign exchange currencies in different countries in an effort to identify the most
rates, interest rates and the value of European securities attractive countries and securities. Additionally, when currencies
in which the Portfolios may invest are unclear. The appear significantly overvalued compared to average real exchange
consequences may adversely affect the value and/or increase rates, a Portfolio may hedge exposure to those currencies for
the volatility of securities held by the Portfolios. defensive purposes.
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Currency Risk is the risk that the value of an investment The Portfolios described above that are subject to foreign risk may
may be negatively affected by changes in foreign currency be affected by changes in currency rates and exchange control
exchange rates. Adverse changes in exchange rates may regulations and may incur costs in connection with conversions
reduce or eliminate any gains produced by investments that between currencies. To hedge this currency risk associated with
are denominated in foreign currencies and may increase investments in non-U.S. dollar denominated securities, the
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 International Fixed
Income, The Global Equity, The International Small-Cap, The
Balanced, The Equity Income, The Diversified Core Fixed Income, The
Emerging Markets, The International Large-Cap Equity and The Asset
Allocation Portfolios may engage in foreign currency options and
futures transactions.
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Risks How we strive to manage them
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Emerging Markets Risk is the possibility that the risks The Emerging Markets Portfolio focuses its investments on companies
associated with international investing will be greater in in these markets and The International Equity, The International
emerging markets than in more developed foreign markets Large-Cap Equity, The Labor Select International Equity, The Global
because, among other things, emerging markets may have less Equity, The International Small-Cap, The Global Fixed Income, The
stable political and economic environments. In addition, in International Fixed Income, The Real Estate Investment Trust, The
many emerging markets, there is substantially less publicly Diversified Core Fixed Income, The High-Yield Bond and The Asset
available information about issuers and the information Allocation Portfolios may invest a portion of their assets in
that is available tends to be of a lesser quality. Economic securities of issuers located in emerging markets. The Portfolios
markets and structures tend to be less mature and diverse cannot eliminate these risks but will attempt to reduce these risks
and the securities markets which are subject to less through portfolio diversification, credit analysis, and attention to
government regulation or supervision may also be smaller, trends in the economy, industries and financial markets and other
less liquid and subject to greater price volatility. relevant factors.
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Lower Rated Fixed-Income Securities (high-yield, high risk The International Fixed Income, The Global Fixed Income, The
securities), while generally having higher yields, are Diversified Core Fixed Income and The Asset Allocation Portfolios
subject to reduced creditworthiness of issuers, increased may invest up to 5%, 5% , 30% and 55%, respectively, of its assets
risks of default and a more limited and less liquid in high risk, high-yield fixed-income securities of foreign
secondary market than higher rated securities. These governments including, with specified limitations, Brady Bonds. The
securities are subject to greater price volatility and risk High-Yield Bond Portfolio invests primarily in lower-rated
of loss of income and principal than are higher rated fixed-income securities in an effort to attain higher yields, and
securities. Lower rated and unrated fixed-income securities this is a primary risk of investing in this Portfolio. The All-Cap
tend to reflect short-term corporate and market Growth Equity Portfolio, which may invest in lower rated
developments to a greater extent than higher rated fixed-income securities, will limit its investments in such
fixed-income securities, which react primarily to securities to 5% of its total assets. The Emerging Markets Portfolio
fluctuations in the general level of interest rates. may invest up to 35% of its assets and The International Small-Cap
Fixed-income securities of this type are considered to be Portfolio may invest up to 15% of its net assets in high-yield, high
of poor standing and primarily speculative. Such securities risk fixed-income securities, including Brady Bonds. See Emerging
are subject to a substantial degree of credit risk. Markets Risk above. The Small-Cap Value Equity Portfolio may invest
up to 25% of its net assets in high-yield, high risk securities
rated below Baa by Moodys or BBB by S&P when the Portfolios 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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Liquidity Risk is the possibility that securities cannot be We limit each Portfolios exposure to illiquid securities as
readily sold within seven days at approximately the price described under "Additional Investment Information - Illiquid
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, Forward The Large-Cap Growth Equity, The Mid-Cap Growth Equity, The
Contracts, and Certain Options used as investments for Small-Cap Value Equity, The Real Estate Investment Trust, The
hedging and other non-speculative purposes involve certain Small-Cap Growth Equity, The Balanced, The Equity Income, The Select
risks. For example, a lack of correlation between price Equity, The Core Equity, The Global Equity, The Diversified Core
changes of an option or futures contract and the assets Fixed Income, The All-Cap Growth Equity, The Emerging Markets, The
being hedged could render a Portfolios hedging strategy International Small-Cap, The International Large-Cap Equity and The
unsuccessful and could result in losses. The same results Asset Allocation Portfolios may use certain options strategies or
could occur if movements of foreign currencies do not may use futures contracts and options on futures contracts. The
correlate as expected by the investment adviser at a time Portfolios will not enter into futures contracts and options thereon
when a Portfolio is using a hedging instrument denominated to the extent that more than 5% of a Portfolios assets are required
in one foreign currency to protect the value of a security as futures contract margin deposits and premiums on options and only
denominated in a second foreign currency against changes to the extent that obligations under such futures contracts and
caused by fluctuations in the exchange rate for the dollar options thereon would not exceed 20% of the Portfolios total assets.
and the second currency. If the direction of securities
prices, interest rates or foreign currency prices is See also Foreign Risk and Currency Risk above.
incorrectly predicted, the Portfolio will be in a worse
position than if such transactions had not been entered
into. In addition, since there can be no assurance that a
liquid secondary market will exist for any contract
purchased or sold, a Portfolio may be required to maintain
a position (and in the case of written options may be
required to continue to hold the securities used as cover)
until exercise or expiration, which could result in losses.
Further, options and futures contracts on foreign
currencies, and forward contracts, entail particular risks
related to conditions affecting the underlying currency.
Over-the-counter transactions in options and forward
contracts also involve risks arising from the lack of an
organized exchange trading environment.
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Zero Coupon and Pay-In-Kind Bonds are generally considered The Emerging Markets, The International Small-Cap, The High-Yield
to be more interest sensitive than income bearing bonds, to Bond and The Diversified Core Fixed Income Portfolios may invest in
be more speculative than interest-bearing bonds, and to zero coupon and pay-in-kind bonds to the extent consistent with each
have certain tax consequences which could, under certain Portfolios investment objective. We cannot eliminate the risks of
circumstances be adverse to a Portfolio. For example, the zero coupon bonds, but we do try to address them by monitoring
Portfolio accrues, and is required to distribute to economic conditions, especially interest rate trends and their
shareholders income on its zero coupon bonds. However, the potential impact on the Portfolios.
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 securities The Select Equity, The Intermediate Fixed Income, The Aggregate
that are replaced from the beginning of the year to the end Fixed Income, The Global Fixed Income, The International Fixed
of the year by a Portfolio. The higher the amount of Income, The Diversified Core Fixed Income and The All-Cap Growth
portfolio activity, the higher the brokerage costs and Equity Portfolios will normally experience annual portfolio turnover
other transaction costs of a Portfolio are likely to be. rates exceeding 100%, but those rates are not expected to exceed
The amount of portfolio activity will also affect the 300% with respect to The Select Equity Portfolio, 250% with respect
amount of taxes payable by Portfolios shareholders that are to The Intermediate Fixed Income, The Aggregate Fixed Income and The
subject to federal income tax, as well as the character Diversified Core Fixed Income Portfolios and 200% with respect to
(ordinary income vs. capital gains) of such tax The Global Fixed Income and The International Fixed Income
obligations. Portfolios.
Due to the implementation of a change in investment strategy for the
equity portion of The Balanced Portfolio, the Portfolio may
experience an annual portfolio turnover rate that is greater than
100%
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Company Size Risk is the risk that small or medium size The Mid-Cap Growth Equity, The Small-Cap Value Equity, The Small-Cap
companies may be more volatile than larger companies Growth Equity, The All-Cap Growth Equity and The International
because of limited financial resources or dependence on Small-Cap Portfolios maintain a well diversified portfolio and,
narrow product lines. 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 prepay The Aggregate Fixed Income, The Diversified Core Fixed Income, The
mortgages during periods of low interest rates, forcing an Intermediate Fixed Income, The Real Estate Investment Trust, The
investor to reinvest money at interest rates that might be Global Fixed Income, The Asset Allocation, The Core Equity and The
lower than those on the prepaid mortgage. Balanced Portfolios may invest in 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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Risks How we strive to manage them
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Real Estate Industry Risk include among others: possible The Real Estate Investment Trust Portfolios operate as
declines in the value of real estate; risks related to non-diversified funds as defined by the 1940 Act. Since each
general and local economic conditions; possible lack of Portfolio invests principally in REITs it is more subject to the
availability of mortgage funds; overbuilding; extended risks associated with the real estate industry. Investors should
vacancies of properties; increases in competition; property carefully consider these risks before investing in the Portfolio. To
taxes and operating expenses; changes in zoning laws; costs the extent The Asset Allocation, The Balanced, The Select Equity,
resulting from the clean-up of, and liability to third The Core Equity, The International Small-Cap and The Small-Cap Value
parties resulting from, environmental problems; casualty Equity Portfolios invest in REITs, those Portfolios, although to a
for condemnation losses; uninsured damages from floods, lesser degree than The Real Estate Investment Trust Portfolios, are
earthquakes or other natural disasters; limitations on and subject to the same risks.
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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Non-Diversified Portfolios are believed to be subject to The Real Estate Investment Trust, The Global Fixed Income, The
greater risks because adverse effects on their security International Fixed Income, The Emerging Markets, The Select Equity
holdings may affect a larger portion of their overall and The Asset Allocation Portfolios will not be diversified under
assets. the 1940 Act. This means these Portfolios may invest in securities
of any one issuer in an amount greater than 5% of the Portfolios
total assets. However, each Portfolio will satisfy the Internal
Revenue Codes diversification requirement, which requires that 50%
of the Portfolios 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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Risks How we strive to manage them
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Transaction costs risk is the risk that the cost of buying, The International Equity, The International Large-Cap Equity, The
selling and holding foreign securities, including Labor Select International Equity, The Real Estate Investment Trust,
brokerage, tax and custody costs, may be higher than those The Diversified Core Fixed Income, The Global Fixed Income, The
involved in domestic transactions. International Fixed Income, The Global Equity, The Emerging Markets,
The International Small-Cap, The Asset Allocation, The Small-Cap
Value Equity, The Small-Cap Growth Equity, The Large-Cap Growth
Equity, The Core Equity, The Balanced, The Equity Income, The
High-Yield Bond, The Select ^ Equity and The All-Cap Growth Equity
Portfolios are subject to transaction costs risk to the extent that
their respective objectives and policies permit them to invest in
foreign securities. We strive to monitor transaction costs and to
choose an efficient trading strategy for the Portfolios.
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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/Senior Portfolio Manager - 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.
Marshall T. Bassett
Vice President/Portfolio Manager - The Small-Cap Growth Equity Portfolio
Before joining Delaware Investments in 1997, Mr. Bassett served as Vice
President in Morgan Stanley Asset Management's Emerging Growth Group, where he
analyzed small growth companies. Prior to that, he was a trust officer at Sovran
Bank and Trust Company. He received a bachelor's degree and an MBA from Duke
University. Mr. Basset has managed The Small-Cap Growth Equity Portfolio since
January 2000.
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Joanna Bates
Senior Portfolio Manage/Credit and Emerging Markets - 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. Ms. Bates has managed
The Global Fixed Income Portfolio, The International Fixed Income Portfolio and
The Diversified Core Fixed Income Portfolio since July 1999.
Christopher S. Beck
Vice President/Senior Portfolio Manager - The Small-Cap Value Equity Portfolio
Mr. Beck began his career in the investment business with Wilmington Trust in
1981. Later, he became Director of Research at Cypress Capital Management in
Wilmington and Chief Investment Officer of the University of Delaware Endowment
Fund. Prior to joining 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.
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.
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, The Intermediate Fixed Income Portfolio
and The Aggregate Fixed Income Portfolio.
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Roger A. Early
Vice President/Senior Portfolio Manager - The Diversified Core Fixed Income
Portfolio, The Intermediate Fixed Income Portfolio and The Aggregate 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 Intermediate Fixed Income Portfolio and The Aggregate
Fixed Income Portfolio since April 2000 and The Diversified Core Fixed Income
Portfolio since its inception.
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, The All-Cap Growth Equity
Portfolio and The Large-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, The All-Cap Growth
Equity Portfolio and The Large-Cap Growth Equity Portfolio since their
respective dates of inception and The Mid-Cap Growth Equity Portfolio since June
1996.
Clive A. Gillmore
Deputy Managing Director/Senior Portfolio Manager - Delaware International
Advisers Ltd. (The International Equity Portfolio, The Labor Select
International Equity Portfolio, The Emerging Markets Portfolio and The
International Small-Cap 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, The International Equity Portfolio since March 1999 and The
International Small-Cap Portfolio since May 2000.
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.
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.
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John A. Heffern
Vice President/Portfolio Manager - The Mid-Cap Growth Equity Portfolio
Mr. Heffern earned bachelors and MBA degrees at the University of North Carolina
at Chapel Hill. Prior to joining Delaware Investments in 1997, he was a Senior
Vice President, Equity Research at NatWest Securities Corporation's Specialty
Financial Services unit. Before that, he was a Principal and Senior Regional
Bank Analyst at Alex. Brown & Sons. Mr. Heffern has managed The Mid-Cap Growth
Equity Portfolio since January 2000.
Francis J. Houghton
Vice President/Senior Portfolio Manager - The Large-Cap Growth Equity Portfolio
Mr. Houghton joined Delaware Investments in March 2000 as a result of the
consolidation of Lynch & Mayer, Inc. into Delaware Investments. Mr. Houghton had
been with Lynch & Mayer since 1990. Prior to joining Lynch & Mayer, Mr. Houghton
was Chairman of BMI Capital from 1984 to 1990, a Portfolio Manager at Neuberger
& Berman from 1977 to 1984 and a Partner at Oppenheimer & Co., Inc. from 1969 to
1977. Mr. Houghton received a BBA from Manhattan College and attended New York
University Graduate School of Business Administration. Mr. Houghton has managed
The Large-Cap Growth Equity Portfolio since its inception.
John B. Jares
Vice President/Senior Portfolio Manager - The Balanced Portfolio
Mr. Jares holds a BS degree in Finance and an MBA from the University of
Colorado. He joined Delaware Investments in March 2000. Mr. Jares came to
Delaware from Berger Funds, where he served as a portfolio manager and
securities analyst specializing in the consumer and technology sectors. Prior to
joining Berger, Mr. Jares was a senior equity analyst at Founders Asset
Management, with responsibility for large capitalization companies. He began his
career at Lipper Analytical Services, Inc. in 1992. Mr. Jares is a CFA
charterholder. Mr. Jares has managed The Balanced Portfolio since March 2000.
John Kirk
Director/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. Kirk is a graduate of the University of Wales and received an M.A. in
Operations Research from Lancaster University. Prior to joining Delaware
International in September of 1998, he was responsible for European and Asian
Fixed Income at Royal Bank of Canada in London, and had global responsibility
for credit and risk management. He started his career at Ford Motor Company as a
member of their operations research group. 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.
Nigel G. May
Director/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 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 Core Equity Portfolio since March 1999.
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Christopher A. Moth
Director/Senior Portfolio Manager/Head of Investment Strategy - 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 Guardian Royal Exchange in an
actuarial capacity, where he was responsible for quantitative models and
projections. Mr. Moth has been awarded the Certificate in Finance and Investment
from the Institute of Actuaries in London. 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.
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/Senior 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.
Investment Advisers
Delaware Management Company ("Delaware"), a series of Delaware Management
Business Trust, furnishes investment advisory services to The Large-Cap Value
Equity, The Large-Cap Growth Equity, The Balanced, The Equity Income, The Select
Equity, The Mid-Cap Growth 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
institutional fixed-income investment management and consulting. Such activity
includes fixed-income portfolios, private placements, real estate debt and
equity, and asset/liability management. Lincoln provides investment management
services to Lincoln National Corporation, its principal subsidiaries and
affiliated registered investment companies, and acts as investment adviser to
other unaffiliated clients.
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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 Large-Cap Growth Equity, The Balanced, The
Equity Income, The Select Equity, The Mid-Cap Growth 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:
Investment Management
Fees Paid After Voluntary or Contractual Waivers
For the Fiscal Year Ended October 31, 1999
Portfolio
The Large-Cap Value Equity Portfolio 0.55%
The Large-Cap Growth Equity Portfolio 0.65%*
The Core Equity Portfolio none
The Balanced Portfolio 0.55%*
The Equity Income Portfolio 0.55%*
The Select Equity Portfolio 1.00%*
The Mid-Cap Growth Equity Portfolio 0.65%
The Small-Cap Value Equity Portfolio 0.75%*
The Small-Cap Growth Equity Portfolio 0.45%
The Real Estate Investment Trust Portfolio 0.52%
The Real Estate Investment Trust Portfolio II 0.13%
The Global Equity Portfolio none
The International Equity Portfolio 0.75%
The Labor Select International Equity Portfolio 0.75%
The Emerging Markets Portfolio 1.00%
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 0.16%
The Aggregate Fixed Income Portfolio 0.31%
The High-Yield Bond Portfolio 0.26%
The Diversified Core Fixed Income Portfolio 0.16%
The Global Fixed Income Portfolio 0.48%
The International Fixed Income Portfolio 0.46%
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 acceptance by the
Portfolio of the investor's purchase order. Investors wishing to make an
investment by a contribution of securities in-kind should contact the Fund to
determine whether the Portfolio's adviser will agree to accept the investor's
proposed in-kind contribution and, if so, to make appropriate arrangements to
settle the transaction. 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.
-121-
<PAGE>
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").
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.
-122-
<PAGE>
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.
-123-
<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
Large-Cap Value Equity, The Labor Select International Equity and The
International Fixed Income Portfolios expect to declare and distribute dividends
quarterly. The Aggregate Fixed Income, The Diversified Core Fixed Income, The
Balanced, The Equity Income, The Select Equity, The Mid-Cap Growth 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 Large-Cap Growth Equity, The Core Equity, The
All-Cap Growth Equity, The Emerging Markets and The Real Estate Investment Trust
Portfolios expect to declare and distribute all of their 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, 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.
-124-
<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.
-125-
<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. The
information for the periods up to and including October 31, 1999 has been
audited by Ernst & Young LLP, whose reports, along with the Fund's financial
statements, are included in the Fund's annual reports. Unaudited financial
highlights for the period ended April 30, 2000 are also provided for each
Portfolio that was operating on October 31, 1999. The unaudited financial
highlights and financial statements for the six months ended April 30, 2000 are
included in the Fund's semi-annual reports. The annual and semi-annual reports
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> <C>
Net asset value, beginning of year $17.780 $18.530 $16.460 $14.660 $13.080
Income from investment operations:
Net investment income 0.311 0.308 0.381 0.440 0.430
Net realized and unrealized
gain on investments 0.629 2.022 3.599 2.960 1.980
----- ----- ----- ----- -----
Total from investment operations 0.940 2.330 3.980 3.400 2.410
----- ----- ----- ----- -----
Less dividends and distributions:
Dividends from net investment income (0.320) (0.380) (0.410) (0.440) (0.340)
Distributions from net realized
gain on investments (2.140) (2.700) (1.500) (1.160) (0.490)
------- ------- ------- ------- -------
Total dividends and distributions (2.460) (3.080) (1.910) (1.600) (0.830)
------- ------- ------- ------- -------
Net asset value, end of year $16.260 $17.780 $18.530 $16.460 $14.660
======= ======= ======= ======= =======
Total return(1) 5.43% 13.50% 26.73% 24.87% 19.77%
Ratios and supplemental data:
Net assets, end of year (000 omitted) $141,410 $117,858 $81,102 $67,179 $51,947
Ratio of expenses to average net assets 0.64% 0.68% 0.66% 0.67% 0.68%
Ratio of expenses to average net assets
prior to expense limitation and 0.71% 0.67% 0.70% 0.71%
expenses paid indirectly 0.64%
Ratio of net investment income
to average net assets 1.84% 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 1.84% 1.88% 2.14% 2.83% 3.30%
Portfolio turnover 96% 85% 73% 74% 88%
-------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Total return reflects voluntary expense limitations.
-126-
<PAGE>
----------------------------------------------------------------------------
The Core
Equity Portfolio
Period
Year 9/15/98(1)
Ended through
10/31/99 10/31/98
----------------------------------------------------------------------------
Net asset value, beginning of period $8.970 $8.500
Income (loss) from investment operations:
Net investment income 0.069 0.012
Net realized and unrealized
gain (loss) on investments 0.056 0.458
----- -----
Total from investment operations 0.125 0.470
----- -----
Less dividends and distributions:
Dividends from net investment income (0.025) none
Distributions from net realized
gain on investments none none
---- ----
Total dividends and distributions (0.025) none
------- ----
Net asset value, end of period $9.070 $8.970
====== ======
Total return(2) 1.49% 5.53%
Ratios and supplemental data:
Net assets, end of period (000 omitted) $2,593 $2,112
Ratio of expenses to average net assets 0.68% 0.68%
Ratio of expenses to average net assets
prior to expense limitation and expenses paid
indirectly 1.29% 1.74%
Ratio of net investment income
to average net assets 0.78% 1.15%
Ratio of net investment income (loss)
to average net assets prior to expense
limitation and expenses paid indirectly 0.17% 0.09%
Portfolio turnover 92% 53%
----------------------------------------------------------------------------
(1) Date of commencement of operations; ratios have been annualized but
total return has not been annualized.
(2) Total return reflects voluntary expense limitations.
-127-
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
The Small-Cap
Growth Equity Portfolio
Period
9/15/98(1)
Year ended through
10/31/99 10/31/98
-----------------------------------------------------------------------------------------
<S> <C> <C>
Net asset value, beginning of period $9.400 $8.500
Income (loss) from investment operations:
Net investment income 0.004 0.019
Net realized and unrealized
gain (loss) on investments 4.811 0.881
----- -----
Total from investment operations 4.815 0.900
----- -----
Less dividends and distributions:
Dividends from net investment income (0.025) none
Distributions from net realized
gain on investments none none
---- ----
Total dividends and distributions (0.025) none
------- ----
Net asset value, end of period $14.190 $9.400
======= ======
Total return(2) 51.31% 10.59%
Ratios and supplemental data:
Net assets, end of period (000 omitted) $6,181 $3,318
Ratio of expenses to average net assets 0.89% 0.89%
Ratio of expenses to average net assets
prior to expense limitation and
expenses paid indirectly 1.19% 1.78%
Ratio of net investment income
to average net assets 0.03% 1.72%
Ratio of net investment income (loss)
to average net assets prior to expense
limitation and expenses paid indirectly (0.28%) 0.83%
Portfolio turnover 92% 98%
-----------------------------------------------------------------------------------------
</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.
-128-
<PAGE>
---------------------------------------------------------------------------
The Balanced
Portfolio
Period 6/30/99(1)
through 10/31/99
---------------------------------------------------------------------------
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%
--------------------------------------------------------------------------
(1) Date of commencement of operations; ratios have been annualized but total
return has not been annualized.
(2) Total return reflects voluntary expense limitations.
-129-
<PAGE>
------------------------------------------------------------------------------
The Small-Cap
Value
Equity Portfolio
Period 3/29/99(1)
through 10/31/99
------------------------------------------------------------------------------
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 0.087
-----
Total from investment operations 0.150
-----
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 $8.650
======
Total return(2) 1.77%
Ratios and supplemental data:
Net assets, end of period (000 omitted) $2,035
Ratio of expenses to average net assets 0.89%
Ratio of expenses to average net assets
prior to expense limitation and expenses paid
indirectly 1.24%
Ratio of net investment income
to average net assets 1.16%
Ratio of net investment income to average net
assets prior to expense limitation and expenses paid
indirectly 0.80%
Portfolio turnover 37%
------------------------------------------------------------------------------
(1) Date of commencement of operations; ratios have been annualized but total
return has not been annualized.
(2) Total return reflects voluntary expense limitations.
-130-
<PAGE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
The High-Yield Bond Portfolio
Period
Year ended 12/2/96(1)
10/31 through
1999 1998 10/31/97
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net asset value, beginning of period $10.070 $11.180 $10.000
Income (loss) from investment operations:
Net investment income 1.080 0.993 0.788
Net realized and unrealized
gain (loss) on investments (1.140) (0.925) 0.957
------- ------- -----
Total from investment operations (0.060) 0.068 1.745
------- ----- -----
Less dividends and distributions:
Dividends from net investment income (1.000) (0.890) (0.565)
Distributions from net realized
gain on investments (0.180) (0.288) none
------- ------- ----
Total dividends and distributions (1.180) (1.178) (0.565)
------- ------- -------
Net asset value, end of period $8.830 $10.070 $11.180
====== ======= =======
Total return(2) (1.05%) 0.30% 17.92%
Ratios and supplemental data:
Net assets, end of period (000 omitted) $9,720 $20,706 $11,348
Ratio of expenses to average net assets 0.59% 0.59% 0.59%
Ratio of expenses to average net assets
prior to expense limitation and expenses
paid indirectly 0.78% 0.75% 0.79%
Ratio of net investment income
to average net assets 9.25% 9.53% 9.05%
Ratio of net investment income to
average net assets prior to expense
limitation and expenses paid indirectly 9.06% 9.37% 8.85%
Portfolio turnover 455% 211% 281%
----------------------------------------------------------------------------------------------------
</TABLE>
(1) Date of commencement of operations; ratios have been annualized but total
return has not been annualized.
(2) Total return reflects voluntary expense limitations.
-131-
<PAGE>
--------------------------------------------------------------------------
The Equity Income
Portfolio
Period 6/30/99(1)
through 10/31/99
--------------------------------------------------------------------------
Net asset value, beginning of period $8.500
Income (loss) from investment operations:
Net investment income 0.069
Net realized and unrealized gain (loss)
on investments (0.659)
-------
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) (6.94%)
Ratios and supplemental data:
Net assets, end of period (000 omitted) $144,281
Ratio of expenses to average net assets 0.71%
Ratio of expenses to average net assets
prior to expense limitation and expenses paid
indirectly 0.76%
Ratio of net investment income
to average net assets 2.54%
Ratio of net investment income
to average net assets
prior to expense limitation
and expenses paid indirectly 2.46%
Portfolio turnover 87%
--------------------------------------------------------------------------
(1) Date of commencement of operations; 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(1)
Year ended through
10/31/99 10/31/98
--------------------------------------------------------------------------------------------------
<S> <C> <C>
Net asset value, beginning of period $14.230 $16.340
Income (loss) from investment operations:
Net investment income 0.687 0.749
Net realized and unrealized
gain (loss) on investments (0.957) (2.739)
------- -------
Total from investment operations (0.270) (1.990)
------- -------
Less dividends and distributions:
Dividends from net investment income (0.770) (0.120)
Distributions from net realized
gain on investments none none
---- ----
Total dividends and distributions (0.770) (0.120)
------- -------
Net asset value, end of period $13.190 $14.230
======= =======
Total return(2) (2.08%) (12.27%)
Ratios and supplemental data:
Net assets, end of period (000 omitted) $4,452 $5,763
Ratio of expenses to average net assets 0.86% 0.86%
Ratio of expenses to average net assets
prior to expense limitation and
expenses paid indirectly 1.48% 1.43%
Ratio of net investment income
to average net assets 4.52% 5.34%
Ratio of net investment income
to average net assets
prior to expense limitation and
expenses paid indirectly
3.90% 4.77%
Portfolio turnover 39% 54%
--------------------------------------------------------------------------------------------------
</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.
-133-
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
The Aggregate
Fixed Income Portfolio
Period
12/29/97(1)
Year ended through
10/31/99 10/31/98
-----------------------------------------------------------------------------------------
<S> <C> <C>
Net asset value, beginning of period $9.130 $8.500
Income (loss) from investment operations:
Net investment income 0.134 0.415
Net realized and unrealized
gain (loss) on investments (0.214) 0.215
------- -----
Total from investment operations (0.080) 0.630
------- -----
Less dividends and distributions:
Dividends from net investment income (0.190) none
Distributions from net realized
gain on investments (0.040) none
------- ----
Total dividends and distributions (0.230) none
------- ----
Net asset value, end of period $8.820 $9.130
====== ======
Total return(2) (0.94%) 7.41%
Ratios and supplemental data:
Net assets, end of period (000 omitted) $7,467 $2,149
Ratio of expenses to average net assets 0.59% 0.53%
Ratio of expenses to average net assets
prior to expense limitation and expenses
paid indirectly 0.67% 2.07%
Ratio of net investment income
to average net assets 5.48% 5.62%
Ratio of net investment income to average
net assets prior to expense limitation and
expenses paid indirectly 5.33% 4.08%
Portfolio turnover 275% 438%
-----------------------------------------------------------------------------------------
</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.
-134-
<PAGE>
--------------------------------------------------------------------------
The Select Equity
Portfolio
Period 6/29/99(1)
through 10/31/99
--------------------------------------------------------------------------
Net asset value, beginning of period $8.500
Income (loss) from investment operations:
Net investment income (loss)(2) (0.005)
Net realized and unrealized
gain on investments 0.095
-----
Total from investment operations 0.090
-----
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 $8.590
======
Total return(3) 1.06%
Ratios and supplemental data:
Net assets, end of period (000 omitted) $4,709
Ratio of expenses to average net assets 1.20%
Ratio of expenses to average net assets
prior to expense limitation and expenses paid
indirectly 1.66%
Ratio of net investment income (loss)
to average net assets (0.18%)
Ratio of net investment income (loss)
to average net assets
prior to expense limitation
and expenses paid indirectly (0.66%)
Portfolio turnover 235%
--------------------------------------------------------------------------
(1) Date of commencement of operations; ratios have been annualized but total
return has not been annualized.
(2) Per share information for the period ended October 31, 1999 was based on
the average shares outstanding method.
(3) Total return reflects voluntary expense limitations.
-135-
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
The Mid-Cap
Growth Equity Portfolio
Year ended 10/31
1999 1998 1997 1996 1995
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $7.460 $13.680 $14.570 $12.860 $11.010
Income (loss) from investment operations:
Net investment income (loss)(2) (0.026) 0.011 (0.117) (0.019) 0.043
Net realized and unrealized
gain on investments 3.076 0.009 1.607 2.392 2.055
------- ------- ------- ------- -------
Total from investment operations 3.050 0.020 1.490 2.373 2.098
------- ------- ------- ------- -------
Less dividends and distributions:
Dividends from net investment income (0.010) none none (0.043) (0.012)
Distributions from net realized
gain on investments (1.760) (6.240) (2.380) (0.620) (0.236)
------- ------- ------- ------- -------
Total dividends and distributions (1.770) (6.240) (2.380) (0.663) (0.248)
------- ------- ------- ------- -------
Net asset value, end of period $8.740 $7.460 $13.680 $14.570 $12.860
====== ====== ======= ======= =======
Total return(3) 48.72% 1.47% 11.84% 19.19% 19.61%
Ratios and supplemental data:
Net assets, end of period (000 omitted) $6,949 $4,879 $10,317 $28,526 $29,092
Ratio of expenses to average net assets 0.93% 0.59% 0.93% 0.90% 0.93%
Ratio of expenses to average net assets
prior to expense limitation and expenses
paid indirectly 1.04% 1.71% 1.40% 1.01% 1.08%
Ratio of net investment income (loss)
to average net assets (0.34%) 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 (0.46%) (0.99%) (0.76%) (0.29%) 0.22%
Portfolio turnover 129% 154% 117% 95% 64%
-----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Date of commencement of operations; ratios have been annualized but total
return has not been annualized.
(2) Per share information for the period ended October 31, 1999 was based on
the average shares outstanding method.
(3) Total return reflects voluntary expense limitations.
-136-
<PAGE>
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
The Global Equity Portfolio
Year ended
10/31 Period 10/15/97(1)
1999 1998 through 10/31/97
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net asset value, beginning of period $8.720 $8.120 $8.500
Income (loss) from investment operations:
Net investment income(2) 0.167 0.184 0.009
Net realized and unrealized gain (loss)
on investments and foreign currencies 0.433 0.486 (0.389)
------- ------- -------
Total from investment operations 0.600 0.670 (0.380)
------- ------- -------
Less dividends and distributions:
Dividends from net investment income (0.190) (0.070) none
Distributions from net realized
gain on investments (0.110) none none
------- ---- ----
Total dividends and distributions (0.300) (0.070) none
------- ------- ----
Net asset value, end of period $9.020 $8.720 $8.120
====== ====== ======
Total return(3) 7.11% 8.31% (4.47%)
Ratios and supplemental data:
Net assets, end of period (000 omitted) $3,309 $3,093 $2,855
Ratio of expenses to average net assets 0.96% 0.96% 0.96%
Ratio of expenses to average net assets
prior to expense limitation
and expenses paid indirectly 1.89% 2.31% 2.95%
Ratio of net investment income
to average net assets 1.82% 2.10% 2.54%
Ratio of net investment income
to average net assets
prior to expense limitation
and expenses paid indirectly 0.89% 0.75% 0.55%
Portfolio turnover 31% 47% 0%
-------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Date of commencement of operations; ratios have been annualized but total
return has not been annualized.
(2) Per share information for the years ended October 31, 1998 and 1999 was
based on the average shares outstanding method.
(3) Total return reflects voluntary expense limitations.
-137-
<PAGE>
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
The Emerging
Markets Portfolio
Period
Year ended 4/14/97(1)
10/31 through
1999 1998 10/31/97
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net asset value, beginning of period $5.840 $9.200 $10.000
Income (loss) from investment operations:
Net investment income(2) 0.138 0.153 0.028
Net realized and unrealized
gain (loss) on investments
and foreign currencies 1.432 (3.348) (0.828)
------- ------- -------
Total from investment operations 1.570 (3.195) (0.800)
------- ------- -------
Less dividends and distributions:
Dividends from net investment income (0.130) (0.025) none
Distributions from net realized
gain on investments none (0.140) none
------- ------- -------
Total dividends and distributions (0.130) (0.165) none
------- ------- -------
Net asset value, end of period $7.280 $5.840 $9.200
====== ====== ======
Total return(3) 27.63% (35.30%) (8.00%)
Ratios and supplemental data:
Net assets, end of period (000 omitted) $42,794 $34,030 $18,565
Ratio of expenses to average net assets 1.31% 1.55% 1.55%
Ratio of expenses to average net assets
prior to expense limitation
and expenses paid indirectly 1.35% 1.69% 2.02%
Ratio of net investment income
to average net assets 2.13% 1.98% 0.74%
Ratio of net investment income
to average net assets prior to expense
limitation and expenses paid indirectly 2.08% 1.84% 0.27%
Portfolio turnover 23% 39% 46%
-------------------------------------------------------------------------------------------------
</TABLE>
(1) Date of commencement of operations; ratios have been annualized but total
return has not been annualized.
(2) Per share information for the years ended October 31, 1998 and 1999 was
based on the average shares outstanding method.
(3) Total return reflects voluntary expense limitations.
-138-
<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(3) 1998(2) 1997(2) 10/31/96(2)
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $12.990 $16.340 $16.260 $12.490 $10.000
Income (loss) from investment operations:
Net investment income(4) 0.545 1.134 1.118 0.616 0.652
Net realized and unrealized
gain (loss) on investments (0.807) (2.769) (2.713) 4.664 1.938
------- ------- ------- ----- -----
Total from investment operations (0.262) (1.635) (1.595) 5.280 2.590
------- ------- ------- ----- -----
Less dividends and distributions:
Dividends from net investment income (0.743) (0.895) (0.865) (0.720) (0.100)
Distributions from net realized
gain on investments (0.675) (0.820) (0.820) (0.790) none
------- ------- ------- ------- ----
Total dividends and distributions (1.418) (1.715) (1.685) (1.510) (0.100)
------- ------- ------- ------- -------
Net asset value, end of period $11.310 $12.990 $12.980 $16.260 $12.490
======= ======= ======= ======= =======
Total return(5) (2.42%) (11.17%) (10.98%) 46.50% 26.12%
Ratios and supplemental data:
Net assets, end of period (000 omitted) $21.580 $40,807 $13,340 $60,089 $26,468
Ratio of expenses to average net assets 0.95% 0.86% 1.11% 0.82% 0.89%
Ratio of expenses to average net assets
prior to expense limitation and expenses
paid indirectly 1.18% 1.02% 1.27% 0.99% 1.02%
Ratio of net investment income
to average net assets 4.43% 4.56% 4.31% 4.25% 6.70%
Ratio of net investment income to
average net assets prior to expense
limitation and expenses paid indirectly 4.20% 4.40% 4.15% 4.08% 6.57%
Portfolio turnover 48% 51% 51% 58% 109%
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Date of commencement of operations; ratios have been annualized but total
return has not been annualized.
(2) 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 "Delaware REIT Fund A Class," became
subject to Rule 12b-1 Distribution Plan fees and is offered in a separate
prospectus.
(3) 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 2), 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.
(4) Per share information for the year ended October 31, 1999 was based on the
average shares outstanding method.
(5) Total return reflects voluntary expense limitations.
-139-
<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 year $15.870 $15.860 $14.780 $13.120 $13.110
Income from investment operations:
Net investment income(1) 0.329 0.400 0.329 0.506 0.475
Net realized and unrealized
gain on investments
and foreign currencies 1.596 0.370 1.271 1.794 0.001
------- ------- ------- ------- -------
Total from investment operations 1.925 0.770 1.600 2.300 0.476
------- ------- ------- ------- -------
Less dividends and distributions:
Dividends from net investment income (0.385) (0.610) (0.520) (0.490) (0.170)
Distributions from net realized
gain on investments none (0.150) none (0.150) (0.296)
------- ------- ------- ------- -------
Total dividends and distributions (0.385) (0.760) (0.520) (0.640) (0.466)
------- ------- ------- ------- -------
Net asset value, end of year $17.410 $15.870 $15.860 $14.780 $13.120
======= ======= ======= ======= =======
Total return(2) 12.31% 4.96% 11.01% 18.12% 3.91%
Ratios and supplemental data:
Net assets, end of year (000 omitted) $820,644 $616,229 $500,196 $299,950 $156,467
Ratio of expenses to average net assets 0.89% 0.91% 0.93% 0.89% 0.90%
Ratio of net investment income to average
net assets 1.91% 2.50% 2.21% 4.36% 4.81%
Portfolio turnover 6% 5% 8% 8% 20%
-------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Per share information for the years ended October 31, 1998 and 1999 was
based on the average shares outstanding method.
(2) Total return reflects voluntary expense limitations.
-140-
<PAGE>
<TABLE>
<CAPTION>
---------------------------------------------- ------------------------------------------------------
The Labor Select
International Equity Portfolio
Year ended 10/31 Period 12/19/95(1)
through
1999 1998 1997 10/31/96
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $13.320 $12.990 $11.690 $10.000
Income from investment operations:
Net investment income(2) 0.305 0.334 0.474 0.479
Net realized and unrealized
gain on investments
and foreign currencies 1.057 0.444 1.346 1.311
------- ------- ------- -------
Total from investment operations 1.362 0.778 1.820 1.790
------- ------- ------- -------
Less dividends and distributions:
Dividends from net investment income (0.312) (0.448) (0.520) (0.100)
Distributions from net realized
gain on investments (0.040) none none none
------- ------- ------- -------
Total dividends and distributions (0.352) (0.448) (0.520) (0.100)
------- ------- ------- -------
Net asset value, end of period $14.330 $13.320 $12.990 $11.690
======= ======= ======= =======
Total return(3) 10.34% 6.18% 16.01% 17.97%
Ratios and supplemental data:
Net assets, end of period (000 omitted) $113,265 $103,350 $50,896 $23,154
Ratio of expenses to average net assets 0.83% 0.88% 0.89% 0.92%
Ratio of expenses to average net assets
prior to expense limitation
and expenses paid indirectly 0.83% 0.93% 1.06% 1.30%
Ratio of net investment income
to average net assets 2.13% 2.46% 2.37% 6.64%
Ratio of net investment income
to average net assets
prior to expense limitation
and expenses paid indirectly 2.13% 2.41% 2.20% 6.26%
Portfolio turnover 12% 2% 11% 7%
-------------------------------------------------------------------------------------------------------
</TABLE>
(1) Date of commencement of operations; ratios have been annualized but total
return has not been annualized.
(2) Per share information for the years ended October 31, 1998 and 1999 was
based on the average shares outstanding method.
(3) Total return reflects voluntary expense limitations.
-141-
<PAGE>
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
The International
Small-Cap Portfolio
Period 7/20/99(1)
through 10/31/99
---------------------------------------------------------------------------
<S> <C>
Net asset value, beginning of period $8.500
Income (loss) from investment operations:
Net investment income(2) 0.039
Net realized and unrealized
gain (loss) on investments and foreign
currencies 0.111
-----
Total from investment operations 0.150
-----
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 $8.650
======
Total return(3) 1.77%
Ratios and supplemental data:
Net assets, end of period (000 omitted) $3,053
Ratio of expenses to average net assets 1.25%
Ratio of expenses to average net assets
prior to expense limitation and expenses paid
indirectly 1.28%
Ratio of net investment income
to average net assets 1.55%
Ratio of net investment income
to average net assets
prior to expense limitation
and expenses paid indirectly 1.45%
Portfolio turnover 15%
---------------------------------------------------------------------------
</TABLE>
(1) Date of commencement of operations; ratios have been annualized but total
return has not been annualized.
(2) Per share information was based on the average shares outstanding method.
(3) Total return reflects voluntary expense limitations.
-142-
<PAGE>
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
The Diversified
Core Fixed Income Portfolio
Period
12/29/97(1)
Year ended through
10/31/99 10/31/98
--------------------------------------------------------------------------------------------------
<S> <C> <C>
Net asset value, beginning of period $9.110 $8.500
Income (loss) from investment operations:
Net investment income(2) 0.560 0.533
Net realized and unrealized
gain (loss) on investments
and foreign currencies (0.130) 0.077
------- -----
Total from investment operations 0.430 0.610
------- -----
Less dividends and distributions:
Dividends from net investment income (0.650) none
Distributions from net realized
gain on investments (0.340) none
------- -----
Total dividends and distributions (0.990) none
------- -----
Net asset value, end of period $8.550 $9.110
====== ======
Total return(3) 4.98% 7.18%
Ratios and supplemental data:
Net assets, end of period (000 omitted) $3,377 $3,216
Ratio of expenses to average net assets 0.57% 0.57%
Ratio of expenses to average net assets
prior to expense limitation and expenses
paid indirectly 0.84% 1.74%
Ratio of net investment income
to average net assets 6.56% 7.12%
Ratio of net investment income to average net
assets prior to expense limitation
and expenses paid indirectly 6.29% 5.95%
Portfolio turnover 216% 312%
---------------------------------------------------------------------------------------------------
</TABLE>
(1) Date of commencement of operations; ratios have been annualized but total
return has not been annualized.
(2) Per share information was based on the average shares outstanding method.
(3) Total return reflects voluntary expense limitations.
-143-
<PAGE>
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
The Intermediate Fixed Income Portfolio
Period
Year ended 3/12/96(1)
10/31 through
1999 1998 1997 10/31/96
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $10.180 $10.090 $10.010 $10.000
Income (loss) from investment operations:
Net investment income 0.604 0.593 0.605 0.386
Net realized and unrealized
gain (loss) on investments (0.480) 0.100 0.080 0.010
------- ------- ------- -------
Total from investment operations 0.124 0.693 0.685 0.396
------- ------- ------- -------
Less dividends and distributions:
Dividends from net investment income (0.604) (0.593) (0.605) (0.386)
Distributions from net realized
gain on investments (0.160) (0.010) none none
------- ------- ------- -------
Total dividends and distributions (0.764) (0.603) (0.605) (0.386)
------- ------- ------- -------
Net asset value, end of period $9.540 $10.180 $10.090 $10.010
====== ======= ======= =======
Total return(2) 1.26% 7.06% 7.09% 4.08%
Ratios and supplemental data:
Net assets, end of period (000 omitted) $17,170 $30,211 $30,366 $10,518
Ratio of expenses to average net assets 0.54% 0.53% 0.53% 0.53%
Ratio of expenses to average net assets
prior to expense limitation and expenses
paid indirectly 0.77% 1.01% 0.84% 1.20%
Ratio of net investment income
to average net assets 6.10% 5.86% 6.05% 6.14%
Ratio of net investment income to average net
assets prior to expense limitation
and expenses paid indirectly 5.86% 5.38% 5.74% 5.47%
Portfolio turnover 148% 181% 205% 232%
---------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Date of commencement of operations; ratios have been annualized but total
return has not been annualized.
(2) Total return reflects voluntary expense limitations.
-144-
<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 year $11.060 $11.220 $11.620 $11.040 $9.790
Income (loss) from investment operations:
Net investment income(1) 0.606 0.610 0.721 0.777 0.736
Net realized and unrealized
gain (loss) on investments and foreign
currencies (0.851) 0.037 (0.116) 0.725 0.924
------- ----- ------- ----- -----
Total from investment operations (0.245) 0.647 0.605 1.502 1.660
------- ----- ----- ----- -----
Less dividends and distributions:
Dividends from net investment income (0.433) (0.630) (0.835) (0.720) (0.410)
Distributions from net realized
gain on investments (0.122) (0.177) (0.170) (0.202) none
------- ------- ------- ------- ----
Total dividends and distributions (0.555) (0.807) (1.005) (0.922) (0.410)
------- ------- ------- ------- -------
Net asset value, end of year $10.26 $11.060 $11.220 $11.620 $11.040
====== ======= ======= ======= =======
Total return(2) (2.33%) 6.28% 5.59% 16.40% 17.38%
Ratios and supplemental data:
Net assets, end of year (000 omitted) $619,795 $660,741 $431,076 $252,068 $99,161
Ratio of expenses to average net assets 0.60% 0.60% 0.60% 0.60% 0.60%
Ratio of expenses to average net assets
prior to expense limitation and
expenses paid indirectly 0.62% 0.62% 0.65% 0.66% 0.68%
Ratio of net investment income
to average net assets 5.68% 5.71% 6.28% 8.52% 6.73%
Ratio of net investment income to average
net assets prior to expense limitation
and expenses paid indirectly 5.66% 5.69% 6.23% 8.46% 6.65%
Portfolio turnover 101% 131% 114% 63% 77%
-------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Per share information for the years ended October 31, 1998 and 1999 was
based on the average shares outstanding method.
(2) Total return reflects voluntary expense limitations.
-145-
<PAGE>
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
The International Fixed Income Portfolio
Period
Year ended 4/11/97(1)
10/31 through
1999 1998 10/31/97
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net asset value, beginning of period $10.750 $10.660 $10.000
Income (loss) from investment operations:
Net investment income(2) 0.564 0.558 0.236
Net realized and unrealized
gain (loss) on investments
and foreign currencies (0.877) 0.045 0.474
------- ----- -------
Total from investment operations (0.313) 0.603 0.710
------- ----- -------
Less dividends and distributions:
Dividends from net investment income (0.450) (0.492) (0.050)
Distributions from net realized
gain on investments (0.077) (0.021) none
------- ------- -------
Total dividends and distributions (0.527) (0.513) (0.050)
------- ------- -------
Net asset value, end of period $9.910 $10.750 $10.660
====== ======= =======
Total return(3) (2.96%) 5.96% 7.11%
Ratios and supplemental data:
Net assets, end of period (000 omitted) $89,351 $87,997 $33,734
Ratio of expenses to average net assets 0.60% 0.60% 0.60%
Ratio of expenses to average net assets
prior to expense limitation
and expenses paid indirectly 0.64% 0.67% 0.86%
Ratio of net investment income
to average net assets 5.48% 5.47% 6.05%
Ratio of net investment income to average
net assets prior to expense limitation and
expenses paid indirectly 5.44% 5.40% 5.79%
Portfolio turnover 127% 104% 145%
---------------------------------------------------------------------------------------------------
</TABLE>
(1) Date of commencement of operations; ratios have been annualized but total
return has not been annualized.
(2) Per share information for the years ended October 31, 1998 and 1999 was
based on the average shares outstanding method.
(3) Total return reflects voluntary expense limitations.
-146-
<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.
-147-
<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.
-148-
<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 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 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 1-202-942-8090.
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
-149-
<PAGE>
DELAWARE POOLED TRUST
STATEMENT OF ADDITIONAL INFORMATION
DATED [_______________] 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 and Semi-Annual Reports have been incorporated by reference into this
SAI. To obtain the proper Prospectus or Annual and Semi-Annual Reports 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 and Semi-Annual Reports 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 OF CONTENTS]
Fund History
Investment Policies, Portfolio Techniques and Risk Considerations
Accounting and Tax Issues
Trading Practices and Brokerage
Portfolio Turnover
Purchasing Shares
Investment Plans
Determining Offering Price and Net Asset Value
Redemption and Exchange
Dividends and Capital Gain Distributions
Taxes
Investment Management Agreements and Sub-Advisory Agreements
Officers and Trustees
General Information
Performance Information
Financial Statements
Appendix A - Ratings
Appendix B - Investment Objectives of the Funds in the Delaware Investments
Family
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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.
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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
industry. This restriction does not apply to obligations issued or guaranteed by
the U.S. government, its agencies or instrumentalities.
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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
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.
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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.
9. Invest in interests in oil, gas and other mineral leases or other
mineral exploration or development programs.
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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.
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.
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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 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 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 , The All-Cap Growth Equity Portfolio and
The Large-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 , The All-Cap Growth Equity and The Large-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 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 , THE ALL-CAP GROWTH EQUITY
PORTFOLIO AND THE LARGE-CAP GROWTH EQUITY PORTFOLIO)," below.
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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 , The All-Cap Growth Equity and The Large-Cap Growth Equity Portfolios,
up to 10%, 10%, 20%, 10%, 5%, 25%, 5%, 5%, 20% , 10% and 20%, respectively, of
their total assets) will invest in securities of foreign issuers and may hold
foreign currency. Each of these Portfolios has the right to purchase securities
in any developed, underdeveloped or emerging country. The Emerging Markets
Portfolio, under normal market conditions, will invest at least 65% of its total
assets in securities of issuers in emerging markets. Investors should consider
carefully the substantial risks involved in investing in securities issued by
companies and governments of foreign nations. These risks are in addition to the
usual risks inherent in domestic investments. There is the possibility of
expropriation, nationalization or confiscatory taxation, taxation of income
earned in foreign nations or other taxes imposed with respect to investments in
foreign nations, foreign exchange control (which may include suspension of the
ability to transfer currency from a given country), default in foreign
government securities, political or social instability or diplomatic
developments which could affect investments in securities of issuers in those
nations.
In addition, in many countries, there is substantially less publicly
available information about issuers than is available in reports about companies
in the United States and this information tends to be of a lesser quality.
Foreign companies are not subject to uniform accounting, auditing and financial
reporting standards, and auditing practices and requirements may not be
comparable to those applicable to United States companies. In particular, the
assets and profits appearing on the financial statements of a developing or
emerging country issuer may not reflect its financial position or results of
operations in the way they would be reflected had the financial statements been
prepared in accordance with United States generally accepted accounting
principles. Also, for an issuer that keeps accounting records in local currency,
inflation accounting rules may require for both tax and accounting purposes,
that certain 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."
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.
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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.
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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.
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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.
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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 ,
The All-Cap Growth Equity Portfolio and The Large-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 , The All-Cap
Growth Equity and The Large-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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<PAGE>
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 , The All-Cap Growth Equity and The Large-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.
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.
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<PAGE>
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 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 , The All-Cap Growth Equity Portfolio and The Large-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 , The All-Cap Growth Equity
and The Large-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 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 , The All-Cap Growth Equity
and The Large-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 Portfolio will not invest more than 10% of its assets in
illiquid securities, and 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 Large-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.
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.
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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.
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.
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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.
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.
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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 , The All-Cap Growth Equity and The
Large-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.
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.
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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 ,
The All-Cap Growth Equity and The Large-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.
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.
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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 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.
The Mid-Cap Growth 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."
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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 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 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.
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.
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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%, 30%, 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.
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.
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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.
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.
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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 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 , The All-Cap Growth Equity
and The Large-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 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 and The Large-Cap Growth Equity Portfolios may invest
in convertible securities without reference to such securities' investment grade
rating because they invest in such securities primarily for their equity
characteristics.
The Small-Cap Value Equity, The Real Estate Investment Trust, The
High-Yield Bond, The Emerging Markets, The Asset Allocation , The All-Cap
Growth Equity and The Large-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.
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The Small-Cap Value Equity, The Real Estate Investment Trust, The
High-Yield Bond, The Emerging Markets, The International Small-Cap, The Asset
Allocation , The All-Cap Growth Equity and The Large-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.
Depositary Receipts
The Balanced, The Equity Income, The Select Equity, The Small-Cap
Growth Equity, The Core Equity, The Large-Cap Value Equity, The Large-Cap Growth
Equity, The International Equity, The Labor Select International Equity, The
International Large-Cap Equity, The Mid-Cap Growth Equity, The Small-Cap
Value Equity, The All-Cap Growth 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
and The Asset Allocation 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 Growth Equity Portfolio, The Small-Cap Value Equity, The Real Estate
Investment Trust, The Diversified Core Fixed Income and The Asset
Portfolios may invest in will be those that are actively traded in the United
States.
In conjunction with their investment in foreign securities,
The Large-Cap Growth Equity, 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 European Depositary Receipts
("EDRs") and Global Depositary Receipts ("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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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.
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.
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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).
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 , The All-Cap Growth Equity and The Large-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
Large-Cap Growth Equity, The Core Equity, The International Small-Cap, The
Balanced, The Equity Income, The Select 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.
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U.S. Treasury securities are backed by the "full faith and credit" of
the United States. Securities issued or guaranteed by federal agencies and U.S.
government sponsored instrumentalities may or may not be backed by the full
faith and credit of the United States. In the case of securities not backed by
the full faith and credit of the United States, investors in such securities
look principally to the agency or instrumentality issuing or guaranteeing the
obligation for ultimate repayment, and may not be able to assert a claim against
the United States itself in the event the agency or instrumentality does not
meet its commitment. Agencies which are backed by the full faith and credit of
the United States include the Export-Import Bank, Farmers Home Administration,
Federal Financing Bank, and others. Certain agencies and instrumentalities, such
as the Government National Mortgage Association ("GNMA"), are, in effect, backed
by the full faith and credit of the United States through provisions in their
charters that they may make "indefinite and unlimited" drawings on the Treasury,
if needed to service its debt. Debt from certain other agencies and
instrumentalities, including the Federal Home Loan Bank and Federal National
Mortgage Association, are not guaranteed by the United States, but those
institutions are protected by the discretionary authority for the U.S. Treasury
to purchase certain amounts of their securities to assist the institutions in
meeting their debt obligations. Finally, other agencies and instrumentalities,
such as the Farm Credit System and the Federal Home Loan Mortgage Corporation,
are federally chartered institutions under U.S. government supervision, but
their debt securities are backed only by the creditworthiness of those
institutions, not the U.S. government.
Some of the U.S. government agencies that issue or guarantee securities
include the Export-Import Bank of the United States, Farmers Home
Administration, Federal Housing Administration, Maritime Administration, Small
Business Administration, and the Tennessee Valley Authority.
An instrumentality of a U.S. government agency is a government agency
organized under Federal charter with government supervision. Instrumentalities
issuing or guaranteeing securities include, among others, Federal Home Loan
Banks, the Federal Land Banks, Central Bank for Cooperatives, Federal Immediate
Credit Banks and the Federal National Mortgage Association.
Mortgage-Backed Securities
The Real Estate Investment Trust, The Aggregate Fixed Income, The
Diversified Core Fixed Income, The Intermediate Fixed Income, The Global Fixed
Income, The Asset Allocation, The Balanced and The Core Equity Portfolios may
invest in mortgage-backed securities issued or guaranteed by the U.S.
government, its agencies or instrumentalities or by government sponsored
corporations. Those securities include, but are not limited to, GNMA
certificates. Such securities differ from other fixed-income securities in that
principal is paid back by the borrower over the length of the loan rather than
returned in a lump sum at maturity. When prevailing interest rates rise, the
value of a GNMA security may decrease as do other debt securities. When
prevailing interest rates decline, however, the value of GNMA securities may not
rise on a comparable basis with other debt securities because of the prepayment
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.
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The mortgages backing these securities include conventional 30-year
fixed rate mortgages, graduated payment mortgages and adjustable rate mortgages.
These mortgages may be supported by various types of insurance, may be backed by
GNMA certificates or other mortgage pass-throughs issued or guaranteed by the
U.S. government, its agencies or instrumentalities. However, the guarantees do
not extend to the mortgage-backed securities' value, which is likely to vary
inversely with fluctuations in interest rates. These certificates are in most
cases "pass-through" instruments, through which the holder receives a share of
all interest and principal payments from the mortgages underlying the
certificate. Because the prepayment characteristics of the underlying mortgages
vary, it is not possible to predict accurately the average life or realized
yield of a particular issue of pass-through certificates. During periods of
declining interest rates, prepayment of mortgages underlying mortgage-backed
securities can be expected to accelerate. When the mortgage obligations are
prepaid, the Portfolio may reinvest the prepaid amounts in securities, the yield
of which reflects interest rates prevailing at the time. Moreover, prepayments
of mortgages which underlie securities purchased at a premium could result in
capital losses.
Certain CMOs and REMICs may have variable or floating interest rates
and others may be stripped. Stripped mortgage securities have greater market
volatility than other types of mortgage securities in which the Portfolios may
invest.
Stripped mortgage securities are usually structured with two classes
that receive different proportions of the interest and principal distributions
on a pool of mortgage assets. A common type of stripped mortgage security will
have one class receiving some of the interest and most of the principal from the
mortgage assets, while the other class will receive most of the interest and the
remainder of the principal. In the most extreme case, one class will receive all
of the interest (the "interest-only" class), while the other class will receive
all of the principal (the "principal-only" class). The yield to maturity on an
interest-only class is extremely sensitive not only to changes in prevailing
interest rates but also to the rate of principal payments (including
prepayments) on the related underlying mortgage assets, and a rapid rate of
principal payments may have a material adverse effect on a Portfolio's yield to
maturity. If the underlying mortgage assets experience greater than anticipated
prepayments of principal, a Portfolio may fail to fully recoup its initial
investment in these securities even if the securities are rated in the highest
rating categories.
Although stripped mortgage securities are purchased and sold by
institutional investors through several investment banking firms acting as
brokers or dealers, these securities were only recently developed. As a result,
established trading markets have not yet been fully developed and, accordingly,
these securities are generally illiquid and to such extent, together with any
other illiquid investments, will not exceed 10% of a Portfolio's net assets.
CMOs and REMICs issued by private entities are not government
securities and are not directly guaranteed by any government agency. They are
secured by the underlying collateral of the private issuer. Each of the
Portfolios may invest in such private-backed securities but, the Portfolios,
other than The Intermediate Fixed Income Portfolio and The Aggregate Fixed
Income Portfolio, will do so (i) only if the securities are 100% collateralized
at the time of 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.
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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 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 ,
The All-Cap Growth Equity and The Large-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 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 , The Large-Cap Growth Equity,
The Core Equity and The All-Cap Growth Equity Portfolios. Certificates of
deposit are negotiable short-term obligations issued by commercial banks against
funds deposited in the issuing institution. Variable rate certificates of
deposit are certificates of deposit on which the interest rate is periodically
adjusted prior to their stated maturity based upon a specified market rate. A
bankers' acceptance is a time draft drawn on a commercial bank by a borrower
usually in connection with an international commercial transaction (to finance
the import, export, transfer or storage of goods).
A Portfolio will not invest in any security issued by a commercial bank
unless (i) the bank has total assets of at least $1 billion or, in the case of a
bank which does not have total assets of at least $1 billion, the aggregate
investment made in any one such bank is limited to $100,000 and the principal
amount of such investment is insured in full by the Federal Deposit Insurance
Corporation, (ii) it is a member of the Federal Deposit Insurance Corporation,
and (iii) the bank or its securities have received the highest quality rating by
a nationally-recognized statistical rating organization;
(2) Commercial paper with the highest quality rating by a
nationally-recognized statistical rating organization (e.g., A-1 by S&P or
Prime-1 by Moody's) or, if not so rated, of comparable quality as determined by
a Portfolio's investment adviser;
(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.
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Zero Coupon and Pay-In-Kind Bonds
Zero coupon bonds are debt obligations which do not entitle the holder
to any periodic payments of interest prior to maturity or a specified date when
the securities begin paying current interest, and therefore are issued and
traded at a discount from their face amounts or pay value. PIK bonds pay
interest through the issuance to holders of additional securities. Zero coupon
bonds and PIK bonds are generally considered to be more interest-sensitive than
income bearing bonds, to be more speculative than interest-bearing bonds, and to
have certain tax consequences which could, under certain circumstances, be
adverse to the Portfolio's authorized to invest in them. For example, with zero
coupon bonds, the Portfolio accrue, and is required to distribute to
shareholders, income on such bonds. However, the Portfolio may not receive the
cash associated with this income until the bonds are sold or mature. If the
Portfolio did not have sufficient cash to make the required distribution of
accrued income, the Portfolio could be required to sell other securities in its
portfolio or to borrow to generate the cash required.
When-Issued and Delayed Delivery Securities
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 , The All-Cap Growth
Equity and The Large-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.
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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.
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.
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Options on Certain Stock Indices
Accounting for options on certain stock indices will be in accordance
with generally accepted accounting principles. The amount of any realized gain
or loss on closing out such a position will result in a realized gain or loss
for tax purposes. Such options held by a Portfolio at the end of each fiscal
year on a broad-based stock index will be required to be "marked to market" for
federal income tax purposes. Generally, 60% of any net gain or loss recognized
on such deemed sales or on any actual sales will be treated as long-term capital
gain or loss, and the remainder will be treated as short-term capital gain or
loss.
Other Tax Requirements
Each Portfolio has qualified or intends to qualify, and each that has
qualified intends to continue to qualify, as a regulated investment company
under Subchapter M of the Code. As such, a Portfolio will not be subject to
federal income tax, or to any excise tax, to the extent its earnings are
distributed as provided in the Code and it satisfies other requirements relating
to the sources of its income and diversification of its assets.
In order to qualify as a regulated investment company for federal
income tax purposes, each Portfolio must meet certain specific requirements,
including:
(i) Each Portfolio must maintain a diversified portfolio of securities,
wherein no security (other than U.S. government securities and securities of
other regulated investment companies) can exceed 25% of a Portfolio's total
assets, and, with respect to 50% of a Portfolio's total assets, no investment
(other than cash and cash items, U.S. government securities and securities of
other regulated investment companies) can exceed 5% of a Portfolio's total
assets. For purposes of the tax diversification test under Subchapter M of the
Internal Revenue Code, repurchase agreements constitute securities are not
considered to be cash or cash items;
(ii) Each Portfolio must derive at least 90% of its gross income from
dividends, interest, payments with respect to securities loans, and gains from
the sale or disposition of stock and securities or foreign currencies, or other
income derived with respect to its business of investing in such stock,
securities, or currencies;
(iii) Each Portfolio must distribute to its shareholders at least 90%
of its net investment income and net tax-exempt income for each of its fiscal
years, and
(iv) Each Portfolio must realize less than 30% of its gross income for
each fiscal year from gains from the sale of securities and certain other assets
that have been held by the Portfolio for less than three months ("short-short
income"). The Taxpayer Relief Act of 1997, as amended, (the "1997 Act") repealed
the 30% short-short income test for tax years of regulated investment companies
beginning after August 5, 1997; however, this rule may have continuing effect in
some states for purposes of classifying the Portfolio as a regulated investment
company.
The Code requires the Portfolios to distribute at least 98% of its
taxable ordinary income earned during the calendar year and 98% of its capital
gain net income earned during the 12 month period ending October 31 (in addition
to amounts from the prior year that were neither distributed nor taxed to a
Portfolio) to you by December 31 of each year in order to avoid federal excise
taxes. The Portfolios intend as a matter of policy to declare and pay sufficient
dividends in December or January (which are treated by you as received in
December) but does not guarantee and can give no assurances that its
distributions will be sufficient to eliminate all such taxes.
The straddle rules of Section 1092 may apply. Generally, the straddle
provisions require the deferral of losses to the extent of unrecognized gains
related to the offsetting positions in the straddle. Excess losses, if any, can
be recognized in the year of loss. Deferred losses will be carried forward and
recognized in the year that unrealized losses exceed unrealized gains or when
the offsetting position is sold.
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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:
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
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funds that invest in foreign securities can claim tax credits on their
individual income tax returns for the foreign taxes paid by a Portfolio. These
provisions will allow investors who pay foreign taxes of $300 or less on a
single return or $600 or less on a joint return during any year (all of which
must be reported on IRS Form 1099-DIV from a Portfolio to the investor) to claim
a tax credit against their U.S. federal income tax for the amount of foreign
taxes paid by a Portfolio. This process will allow you, if you qualify, to
bypass the burdensome and detailed reporting requirements on the foreign tax
credit schedule (Form 1116) and report your foreign taxes paid directly on page
2 of Form 1040.
Investment in Passive Foreign Investment Company securities--The
Portfolios may invest in shares of foreign corporations which may be classified
under the Code as passive foreign investment companies ("PFICs"). In general, a
foreign corporation is classified as a PFIC if at least one-half of its assets
constitute investment-type assets or 75% or more of its gross income is
investment-type income. If a Portfolio receives an "excess distribution" with
respect to PFIC stock, the Portfolio itself may be subject to U.S. federal
income tax on a portion of the distribution, whether or not the corresponding
income is distributed by a Portfolio to you. In general, under the PFIC rules,
an excess distribution is treated as having been realized ratably over the
period during which a Portfolio held the PFIC shares. A Portfolio itself will be
subject to tax on the portion, if any, of an excess distribution that is so
allocated to prior Portfolio taxable years, and an interest factor will be added
to the tax, as if the tax had been payable in such prior taxable years. In this
case, you would not be permitted to claim a credit on your own tax return for
the tax paid by a Portfolio. Certain distributions from a PFIC as well as gain
from the sale of PFIC shares are treated as excess distributions. Excess
distributions are characterized as ordinary income even though, absent
application of the PFIC rules, certain distribution might have been classified
as capital gain. This may have the effect of increasing Portfolio distributions
to you that are treated as ordinary dividends rather than long-term capital gain
dividends.
A Portfolio may be eligible to elect alternative tax treatment with
respect to PFIC shares. Under an election that currently is available in some
circumstances, a Portfolio generally would be required to include in its gross
income its share of the earnings of a PFIC on a current basis, regardless of
whether distributions are received from the PFIC during such period. If this
election were made, the special rules, discussed above, relating to the taxation
of excess distributions, would not apply. In addition, the 1997 Act provides for
another election that would involve marking-to-market the Portfolio's PFIC
shares at the end of each taxable year (and on certain other dates as prescribed
in the Code), with the result that unrealized gains would be treated as though
they were realized. The Portfolio would also be allowed an ordinary deduction
for the excess, if any, of the adjusted basis of its investment in the PFIC
stock over its fair market value at the end of the taxable year. This deduction
would be limited to the amount of any net mark-to-market gains previously
included with respect to that particular PFIC security. If a Portfolio were to
make this second PFIC election, tax at the Portfolio level under the PFIC rules
would generally be eliminated.
The application of the PFIC rules may affect, among other things, the
amount of tax payable by a Portfolio (if any), the amounts distributable to you
by a Portfolio, the time at which these distributions must be made, and whether
these distributions will be classified as ordinary income or capital gain
distributions to you.
You should be aware that it is not always possible at the time shares
of a foreign corporation are acquired to ascertain that the foreign corporation
is a PFIC, and that there is always a possibility that a foreign corporation
will become a PFIC after a Portfolio acquires shares in that corporation. While
a Portfolio will generally seek to avoid investing in PFIC shares to avoid the
tax consequences detailed above, there are no guarantees that it will do so and
it reserves the right to make such investments as a matter of its fundamental
investment policy.
Most foreign exchange gains are classified as ordinary income which
will be taxable to you as such when distributed. Similarly, you should be aware
that any foreign exchange losses realized by a Portfolio, including any losses
realized on the sale of foreign debt securities, are generally treated as
ordinary losses for federal income tax purposes. This treatment could increase
or reduce a Portfolio's income available for distribution to you, and may cause
some or all of a Portfolio's previously distributed income to be classified as a
return of capital.
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TRADING PRACTICES AND BROKERAGE
The investment adviser or sub-adviser of each Portfolio, as the case
may be, selects brokers or dealers to execute transactions on behalf of a
Portfolio for the purchase or sale of portfolio securities on the basis of its
judgment of their professional capability to provide the service. The primary
consideration is to have brokers or dealers execute transactions at best
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.
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 $343,565 $198,202 $137,685
The Mid-Cap Growth Equity Portfolio $12,599 $19,470 $66,754
The International Equity Portfolio $488,068 $390,649 $618,700
The Global Fixed Income Portfolio N/A N/A N/A
The Labor Select International Equity Portfolio $68,909 $134,410 $72,413
The Real Estate Investment Trust Portfolio $171,507 $185,742 $111,633
The Emerging Markets Portfolio (3) $55,321 $194,207 $92,535
The Global Equity Portfolio (4) $2,723 $3,549 $5,176
The Core Equity Portfolio (7) $6,210 $2,458 N/A
The Small-Cap Growth Equity Portfolio (7) $4,139 $1,702 N/A
The Real Estate Investment Trust Portfolio II (5) $11,350 $16,638 N/A
The Intermediate Fixed Income Portfolio N/A N/A N/A
The Aggregate Fixed Income Portfolio (6) N/A N/A N/A
The High-Yield Bond Portfolio (1) N/A N/A N/A
The Diversified Core Fixed Income Portfolio (6) N/A N/A N/A
The International Fixed Income Portfolio (2) N/A N/A N/A
The Asset Allocation Portfolio (14) N/A N/A N/A
The Small-Cap Value Equity Portfolio (8) $4,061 N/A N/A
The Balanced Portfolio (10) $195,004 N/A N/A
The Equity Income Portfolio (10) $152,727 N/A N/A
The Select Equity Portfolio (9) $6,109 N/A N/A
The International Small-Cap Portfolio (11) $7,807 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
The Large-Cap Growth Equity Portfolio (14) N/A N/A N/A
</TABLE>
39
<PAGE>
(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 14, 1999.
(13) Commenced operations on March 31, 2000.
(14) 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.
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 $134,222,866 $168,738
The Mid-Cap Growth Equity Portfolio $1,480,674 $2,814
The International Equity Portfolio $17,535,314 $35,829
The Labor Select International Equity Portfolio $1,240,932 $2,480
The Real Estate Investment Trust Portfolio $34,498,279 $88,912
The Emerging Markets Portfolio none none
The Core Equity Portfolio $2,045,716 $3,174
The Small-Cap Growth Equity Portfolio $548,192 $968
The Real Estate Investment Trust Portfolio II $2,312,175 $5,970
The Intermediate Fixed Income Portfolio N/A N/A
The Aggregate Fixed Income Portfolio N/A N/A
The High-Yield Bond Portfolio N/A N/A
The Diversified Core Fixed Income Portfolio N/A N/A
The Global Equity Portfolio $726,181 $816
The Global Fixed Income Portfolio N/A N/A
The Asset Allocation Portfolio (7) N/A N/A
The International Fixed Income Portfolio N/A N/A
The Small-Cap Value Equity Portfolio (1) $457,480 $1,206
The Balanced Portfolio (3) $63,537,266 $101,442
The Equity Income Portfolio (3) $28,516,207 $35,670
The Select Equity Portfolio (2) $192,829 $222
The International Small-Cap Portfolio (4) $16,988 $34
The International Large-Cap Equity Portfolio (5) N/A N/A
The All-Cap Growth Equity Portfolio (6) N/A N/A
The Large-Cap Growth Equity Portfolio (7) N/A N/A
</TABLE>
40
<PAGE>
(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 14, 1999.
(6) Commenced operations on March 31, 2000.
(7) 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.
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.
41
<PAGE>
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 , The All-Cap Growth Equity Portfolio and
The Large-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.
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 Large-Cap Growth Equity Portfolio,
The Mid-Cap Growth 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. Generally, we do not expect portfolio turnover
for The Balanced Portfolio to exceed 100%; however, due to the implementation of
a change in the investment strategy for the equity portion of the Portfolio, the
Portfolio may experience an annual portfolio turnover rate that is greater than
100%.
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 96% 85%
The Mid-Cap Growth Equity Portfolio 129% 154%
The International Equity Portfolio 6% 5%
The Global Fixed Income Portfolio 101% 131%
The Labor Select International Equity Portfolio 12% 2%
The Real Estate Investment Trust Portfolio 48% 51%
The Intermediate Fixed Income Portfolio 148% 181%
The High-Yield Bond Portfolio 455% 211%
The International Fixed Income Portfolio 127% 104%
The Emerging Markets Portfolio 23% 39%
The Global Equity Portfolio 31% 47%
The Core Equity Portfolio (3) 92% 53%*
The Small-Cap Value Equity Portfolio (4) 37% N/A
The Small-Cap Growth Equity Portfolio (3) 92% 98%*
The Real Estate Investment Trust Portfolio II (1) 39% 54%*
The Aggregate Fixed Income Portfolio (2) 275% 438%*
</TABLE>
42
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
The Diversified Core Fixed Income Portfolio (2) 216% 312%*
The Asset Allocation Portfolio (10) N/A N/A
The Balanced Portfolio (6) 145% N/A
The Equity Income Portfolio (6) 87% N/A
The Select Equity Portfolio (5) 235% N/A
The International Small-Cap Portfolio (7) 15% N/A
The International Large-Cap Equity Portfolio (8) N/A N/A
The All-Cap Growth Equity Portfolio (9) N/A N/A
The Large-Cap Growth Equity Portfolio (10) 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 14, 1999.
(9) Commenced operations on March 31, 2000.
(10) Has not commenced operations as of the date of this Part B.
In fiscal years 1998 and 1999, the annual portfolio turnover rates for
The Aggregate Fixed Income Portfolio (438% and 275%, respectively) were higher
than the turnover rate that is expected going forward. Annual turnover rates are
calculated using a method that divides the lesser of purchases or sales of
portfolio securities by the average monthly balance of Portfolio assets over the
fiscal year. The higher than expected rates in 1998 and 1999 were primarily
attributable to the fact that the Portfolio was new and that cash inflows to the
Portfolio occurred in large amounts at one time as opposed to small, relatively
even, amounts over a prolonged period. Consequently, turnover rates were
accentuated as the average monthly balance was small relative to inflows. Over
time, turnover rates are expected to moderate as the Portfolio grows and
contributions become smaller relative to average assets.
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)
43
<PAGE>
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 (Delaware REIT Fund A, B, C and Institutional Classes of The
Real Estate Investment Trust Portfolio)
The minimum initial investment generally is $1,000 for Delaware 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.
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.
44
<PAGE>
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.
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%
45
<PAGE>
(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."
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
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<PAGE>
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.
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
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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.
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
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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%.
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.
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.
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For the fiscal year ended October 31, 1999, payments from Delaware REIT
Fund A Class, B Class and C Class amounted to $47,373, $138,080 and $30,957,
respectively. Such amounts were used for the following purposes:
<TABLE>
<CAPTION>
Delaware REIT Fund Delaware REIT Fund Delaware REIT Fund
A Class B Class C Class
------- ------- -------
<S> <C> <C> <C>
Advertising -- -- --
Annual/Semi-Annual Reports -- -- --
Broker Trails $46,927 $36,640 $7,060
Broker Sales Charges -- $50,461 $21,398
Dealer Service Expenses -- -- --
Interest on Broker Sales Charges -- $45,588 $577
Commissions to Wholesalers $446 $5,391 $1,922
Promotional-Broker Meetings -- -- --
Promotional-Other -- -- --
Prospectus Printing -- -- --
Telephone -- -- --
Wholesaler Expenses -- -- --
Other -- -- --
</TABLE>
Other Payments to Dealers - Class A Shares, Class B Shares and Class C Shares
From time to time, at the discretion of the Distributor, all registered
broker/dealers whose aggregate sales of 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.
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
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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.
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.
Purchases of Class A Shares at net asset value may also be made by any
group retirement plan (excluding defined benefit pension plans) that purchases
shares through a retirement plan alliance program that requires shares to be
available at net asset value, provided Retirement Financial Services, Inc. has a
product participation agreement with the sponsor of the alliance program.
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
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<PAGE>
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."
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
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<PAGE>
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).
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 and Class B 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 family 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 the same
Class of the Portfolio or in the same Class of any of the other funds in the
Delaware Investments family. In the case of Class A Shares, the reinvestment
will not be assessed a front-end sales charge and in the case of Class B Shares,
the amount of the CDSC previously charged on the redemption will be reimbursed
by the Distributor. The reinvestment will be subject to applicable eligibility
and minimum purchase requirements and must be in states where shares of such
other funds may be sold. This reinvestment 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 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
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net asset value next determined after receipt of remittance. In the case of
Class B Shares, the time that the previous investment was held will be included
in determining any applicable CDSC due upon redemptions as well as the automatic
conversion into Class A Shares.
A redemption and reinvestment of Class B Shares could have income tax
consequences. Shareholders will receive from the Distributor the amount of the
CDSC paid at the time of redemption as part of the reinvested shares, which may
be treated as a capital gain to the shareholder for tax purposes. It is
recommended that a tax adviser be consulted with respect to such transactions.
Any reinvestment directed to a fund in which the investor does not then
have an account will be treated like all other initial purchases of the fund'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 Class A Limited CDSC 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.
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.
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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.
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
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Investments family, including other Class A Shares, but may not exchange their
Class A Shares for Class B Shares or Class C Shares of the Portfolio or of any
other fund in the Delaware Investments family. Holders of Class B Shares of the
Portfolio are permitted to exchange all or part of their Class B Shares only
into Class B Shares of other Delaware Investments funds. Similarly, holders of
Class C Shares of the Portfolio are permitted to exchange all or part of their
Class C Shares only into Class C Shares of other Delaware Investments funds.
Class B Shares of the Portfolio and Class C Shares of the Portfolio acquired by
exchange will continue to carry the CDSC and, in the case of Class B Shares, the
automatic conversion schedule of the fund from which the exchange is made. The
holding period of Class B Shares of the Portfolio acquired by exchange will be
added to that of the shares that were exchanged for purposes of determining the
time of the automatic conversion into Class A Shares of the Portfolio.
Permissible exchanges into Class A Shares of the Portfolio will be made
without a front-end sales charge, except for exchanges of shares that were not
previously subject to a front-end sales charge (unless such shares were acquired
through the reinvestment of dividends). Permissible exchanges into Class B
Shares or Class C Shares of the Portfolio will be made without the imposition of
a CDSC by the fund from which the exchange is being made at the time of the
exchange.
Investing by Electronic Fund Transfer
Direct Deposit Purchase Plan--Investors may arrange for the Portfolio
to accept for investment in Class A Shares, Class B Shares or Class C Shares,
through an agent bank, preauthorized government or private recurring payments.
This method of investment assures the timely credit to the shareholder's account
of payments such as social security, veterans' pension or compensation benefits,
federal salaries, Railroad Retirement benefits, private payroll checks,
dividends, and disability or pension fund benefits. It also eliminates lost,
stolen and delayed checks.
Automatic Investing Plan--Shareholders of Class A Shares, Class B
Shares and Class C Shares may make automatic investments by authorizing, in
advance, monthly payments directly from their checking account for deposit into
their 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.
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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.
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.
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Effective September 1, 1997, the Asset Planner Service is only available to
financial advisers or investment dealers who have previously used this service.
The Asset Planner service offers a choice of four predesigned asset allocation
strategies (each with a different risk/reward profile) in predetermined
percentages in Delaware Investments funds. With the help of a financial adviser,
you may also design a customized asset allocation strategy.
The sales charge on an investment through the Asset Planner service is
determined by the individual sales charges of the underlying funds and their
percentage allocation in the selected Strategy. Exchanges from existing Delaware
Investments accounts into the Asset Planner service may be made at net asset
value under the circumstances described under "INVESTING BY EXCHANGE." Also see
"BUYING CLASS A SHARES AT NET ASSET VALUE." The minimum initial investment per
Strategy is $2,000; subsequent investments must be at least $100. Individual
fund minimums do not apply to investments made using the Asset Planner service.
Class A, Class B and Class C Shares are available through the Asset Planner
service. Generally, only shares within the same class may be used within the
same Strategy. However, Class A Shares of the Portfolio and of other funds in
the Delaware Investments family may be used in the same Strategy with consultant
class shares that are offered by certain other Delaware Investments funds.
An annual maintenance fee, currently $35 per Strategy, is due at the
time of initial investment and by September 30 of each subsequent year. The fee,
payable to 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 Delaware 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
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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.
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.
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Under the new law, a married individual is not considered an active
participant in an employer sponsored retirement plan merely because the
individual's spouse is an active participant if the couple's combined AGI is
below $150,000. The maximum deductible IRA contribution for a married individual
who is not an active participant, but whose spouse is, is phased out for
combined AGI between $150,000 and $160,000.
Conduit (Rollover) IRAs
Certain individuals who have received or are about to receive eligible
rollover distributions from an employer-sponsored retirement plan or another IRA
may rollover the distribution tax-free to a Conduit IRA. The rollover of the
eligible distribution must be completed by the 60th day after receipt of the
distribution; however, if the rollover is in the form of a direct
trustee-to-trustee transfer without going through the distributee's hand, the
60-day limit does not apply.
A distribution qualifies as an "eligible rollover distribution" if it
is made from a qualified retirement plan, a 403(b) plan or another IRA and does
not constitute one of the following:
(1) Substantially equal periodic payments over the employee's life or
life expectancy or the joint lives or life expectancies of the employee and
his/her designated beneficiary;
(2) Substantially equal installment payments for a period certain of 10
or more years;
(3) A distribution, all of which represents a required minimum
distribution after attaining age 70 1/2;
(4) A distribution due to a Qualified Domestic Relations Order to an
alternate payee who is not the spouse (or former spouse) of the employee; and
(5) A distribution of after-tax contributions which is not includable
in income.
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
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per year per beneficiary. The $500 annual limit is in addition to the $2,000
annual contribution limit applicable to IRAs and Roth IRAs. Eligible
contributions must be in cash and made prior to the date the beneficiary reaches
age 18. Similar to the Roth IRA, earnings would accumulate tax-free. There is no
requirement that the contributor be related to the beneficiary, and there is no
limit on the number of beneficiaries for whom one contributor can establish
Education IRAs. In addition, multiple Education IRAs can be created for the same
beneficiaries, however, the contribution limit of all contributions for a single
beneficiary cannot exceed $500 annually.
This $500 annual contribution limit for Education IRAs is phased out
ratably for single contributors with modified AGI between $95,000 and $110,000,
and for couples filing jointly with modified AGI of between $150,000 and
$160,000. Individuals with modified AGI above the phase-out range are not
allowed to make contributions to an Education IRA established on behalf of any
other individual.
Distributions from an Education IRA are excludable from gross income to
the extent that the distribution does not exceed qualified higher education
expenses incurred by the beneficiary during the year the distribution is made
regardless of whether the beneficiary is enrolled at an eligible educational
institution on a full-time, half-time, or less than half-time basis.
Any balance remaining in an Education IRA at the time a beneficiary
becomes 30 years old must be distributed, and the earnings portion of such a
distribution will be includable in gross income of the beneficiary and subject
to an additional 10% penalty tax if the distribution is not for qualified higher
education expenses. Tax-free (and penalty-free) transfers and rollovers of
account balances from one Education IRA benefiting one beneficiary to another
Education IRA benefiting a different beneficiary (as well as redesignations of
the named beneficiary) is permitted, provided that the new beneficiary is a
member of the family of the old beneficiary and that the transfer or rollover is
made before the time the old beneficiary reaches age 30 and the new beneficiary
reaches age 18.
A company or association may establish a Group IRA or Group Roth IRA
for employees or members who want to purchase shares of the 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.
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Simplified Employee Pension Plan ("SEP/IRA")
A SEP/IRA may be established by an employer who wishes to sponsor a
tax-sheltered retirement program by making contributions on behalf of all
eligible employees. Each of the Classes is available for investment by a
SEP/IRA.
Salary Reduction Simplified Employee Pension Plan ("SAR/SEP")
Although new SAR/SEP plans may not be established after December 31,
1996, existing plans may continue to be maintained by employers having 25 or
fewer employees. An employer may elect to make additional contributions to such
existing plans.
Prototype 401(k) Defined Contribution Plan
Section 401(k) of the Code permits employers to establish qualified
plans based on salary deferral contributions. Effective January 1, 1997,
non-governmental tax-exempt organizations may establish 401(k) plans. Plan
documents are available to enable employers to establish a plan. An employer may
also elect to make profit sharing contributions and/or matching contributions
with investments in only Class A Shares and Class C Shares or certain other
funds in the Delaware Investments family. Purchases under the Plan may be
combined for purposes of computing the reduced front-end sales charge applicable
to Class A Shares as set forth in the table the Prospectus.
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
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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.
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
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U.S. government securities (and those of its agencies and instrumentalities) are
priced at the mean of the bid and ask price.
Bonds and other fixed-income securities are valued according to the
broadest and most representative market, which will ordinarily be the
over-the-counter market. Net asset value includes interest on fixed-income
securities, which is accrued daily. In addition, bonds and other fixed-income
securities may be valued on the basis of prices provided by a pricing service
when such prices are believed to reflect the fair market value of such
securities. The prices provided by a pricing service are determined without
regard to bid or last sale prices but take into account institutional size
trading in similar groups of securities and any developments related to the
specific securities. Securities not priced in this manner are valued at the most
recent quoted mean price or, when stock exchange valuations are used, at the
latest quoted sale price on the day of valuation. If there is no such reported
sale, the latest quoted mean price will be used. Securities with remaining
maturities of 60 days or less are valued at amortized cost, if it approximates
market value. In the event that amortized cost does not approximate market
value, market prices as determined above will be used.
Exchange-traded options are valued at the last reported sales price or,
if no sales are reported, at the mean between the last reported bid and ask
prices. Non-exchange traded options are valued at fair value using a
mathematical model. Futures contracts are valued at their daily quoted
settlement price. The value of other assets and securities for which no
quotations are readily available (including restricted securities) are
determined in good faith at fair value using methods determined by the Board of
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
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trading on the New York Stock Exchange is restricted as determined by the
Commission, (ii) during any period when an emergency exists as defined by the
rules of the Commission as a result of which it is not reasonably practicable
for a Portfolio to dispose of securities owned by it, or fairly to determine the
value of its assets, and (iii) for such other periods as the Commission may
permit.
No charge is made by any Portfolio for redemptions, except that
shareholders that redeem shares of The 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.
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
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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.
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
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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.
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,"
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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.
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
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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.
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
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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
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.
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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 Limited CDSC for Class A Shares and CDSC
for Class B Shares and Class C Shares redeemed via a Systematic Withdrawal Plan
will be waived if the annual amount withdrawn in each year is less than 12% of
the account balance on the date that the Plan is established. If the annual
amount withdrawn in any year 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 including an assessment for previously
redeemed amounts under the Plan. 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.
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.
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<PAGE>
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 will be waived in connection with
the following redemptions: distributions from an account if the redemption
results from the death of the registered owner, or a registered joint owner, 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 Limited CDSC for Class A Shares on which a dealer's commission has
been paid will be waived in the following instances: (i) redemptions that result
from the Portfolio's right to liquidate a shareholder's account if the aggregate
net asset value of the shares held in the account is less than the
then-effective minimum account size; (ii) distributions to participants from a
retirement plan qualified under section 401(a) or 401(k) of the Internal Revenue
Code of 1986, as amended (the "Code"), or due to death of a participant in such
a plan; (iii) redemptions pursuant to the direction of a participant or
beneficiary of a retirement plan qualified under section 401(a) or 401(k) of the
Code with respect to that retirement plan; (iv) periodic distributions from an
IRA, SIMPLE IRA, or 403(b)(7) or 457 Deferred Compensation Plan due to death,
disability, or attainment of age 59 1/2, and IRA distributions qualifying under
Section 72(t) of the Internal Revenue Code; (v) returns of excess contributions
to an IRA; (vi) distributions by other employee benefit plans to pay benefits;
(vii) distributions described in (ii), (iv), and (vi) above pursuant to a
systematic withdrawal plan; and (viii) redemptions by the classes of
shareholders who are permitted to purchase shares at net asset value, regardless
of the size of the purchase (see "BUYING CLASS A SHARES AT NET ASSET VALUE"
under "PURCHASING SHARES").
Waiver of Contingent Deferred Sales Charge - Class B Shares and Class C Shares
The CDSC for Class B and Class C Shares will be waived in connection
with the following redemptions: distributions from an account if the redemption
results from the death of the registered owner, or a registered joint owner, 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 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
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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 Delaware REIT Fund Institutional Class shall be automatically
reinvested in the Class. For all other Portfolios and Classes of The Real Estate
Investment Trust Portfolio, shareholders may elect to receive dividends and
capital gains distributions in cash, otherwise, all such dividends and
distributions will be automatically reinvested in the Portfolios. The amounts of
any dividend or capital gains distributions cannot be predicted.
All dividends out of net investment income, together with distributions
from short-term capital gains, will be taxable to those shareholders who are
subject to income taxes as ordinary income. (These distributions may be eligible
for the dividends-received deductions for corporations.) Any net long-term
capital gains distributed to those shareholders who are subject to income tax
will be taxable as such, regardless of the length of time a shareholder has
owned their shares.
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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 89%
The Real Estate Investment Trust Portfolio none
The Core Equity Portfolio 100%
The Mid-Cap Growth Equity Portfolio 17%
The Small-Cap Value Equity Portfolio 33%
The Small-Cap Growth Equity Portfolio 1%
The Real Estate Investment Trust Portfolio II none
The Global Equity Portfolio 100%
The International Equity Portfolio N/A
The Labor Select International Equity Portfolio N/A
The Emerging Markets Portfolio N/A
The Intermediate Fixed Income Portfolio N/A
The Aggregate Fixed Income Portfolio N/A
The High-Yield Bond Portfolio 3%
The Diversified Core Fixed Income Portfolio N/A
The Global Fixed Income Portfolio N/A
The International Fixed Income Portfolio N/A
The Asset Allocation Portfolio N/A
The International Small-Cap Portfolio N/A
The Balanced Portfolio 39%
The Equity Income Portfolio 71%
The Select Equity Portfolio none
The International Large-Cap Equity Portfolio N/A
The All-Cap Growth Equity Portfolio N/A
The Large-Cap Growth Equity Portfolio N/A
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.
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:
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"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.
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.
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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.
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
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Large-Cap Value Equity, The Mid-Cap Growth Equity, The Intermediate Fixed
Income, The Aggregate Fixed Income, 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, The All-Cap Growth Equity and The
Large-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 $45 billion in assets in
the various institutional or separately managed (approximately $26,735,250,000)
and investment company ($18,524,660,000) accounts.
Lincoln (formerly Lincoln National Investment Management Company) was
incorporated in 1930. As of October 31, 1999, Lincoln had approximately $36.7
billion in assets under management.
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 December 15, 1999 December 15, 1999*
The Mid-Cap Growth Equity Portfolio December 15, 1999 December 15, 1999*
The International Fixed Income Portfolio December 15, 1999 December 15, 1999*
The International Equity Portfolio December 15, 1999 December 15, 1999*
The Global Fixed Income Portfolio December 15, 1999 December 15, 1999*
The Intermediate Fixed Income Portfolio December 15, 1999 December 15, 1999*
The Labor Select International Equity Portfolio December 15, 1999 December 15, 1999*
The Real Estate Investment Trust Portfolio December 15, 1999 December 15, 1999*
The High-Yield Bond Portfolio December 15, 1999 December 15, 1999*
The Emerging Markets Portfolio December 15, 1999 December 15, 1999*
The Global Equity Portfolio December 15, 1999 December 15, 1999*
The Real Estate Investment Trust Portfolio II December 15, 1999 December 15, 1999*
The Aggregate Fixed Income Portfolio December 15, 1999 December 15, 1999*
The Diversified Core Fixed Income Portfolio December 15, 1999 December 15, 1999*
The Core Equity Portfolio December 15, 1999 December 15, 1999*
The Small-Cap Growth Equity Portfolio December 15, 1999 December 15, 1999*
The Small-Cap Value Equity Portfolio December 15, 1999 December 15, 1999*
The Balanced Portfolio December 15, 1999 December 15, 1999*
The Equity Income Portfolio December 15, 1999 December 15, 1999*
The Select Equity Portfolio December 15, 1999 December 15, 1999*
The International Small-Cap Portfolio December 15, 1999 December 15, 1999*
The Asset Allocation Portfolio December 15, 1999 **
The International Large-Cap Equity Portfolio December 15, 1999 December 15, 1999*
The All-Cap Growth Equity Portfolio February 28, 2000 March 31, 2000*
The Large-Cap Growth Equity Portfolio [______________] **
</TABLE>
* Date approved by the initial shareholder
**Will be approved by the initial shareholder prior to commencement of
operations.
78
<PAGE>
The Sub-Advisory Agreements between Delaware and Lincoln for The Real
Estate Investment Trust Portfolios are each dated December 15, 1999 and were
approved by the initial shareholder on December 15, 1999. The Sub-Advisory
Agreement between Delaware and Delaware International for The Diversified Core
Fixed Income Portfolio is dated December 15, 1999 and was approved by the
initial shareholder on December 15, 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.
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 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 0.75%
The Large-Cap Growth Equity Portfolio 0.65%
(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.
79
<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 October 31, 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 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 0.89%
The Large-Cap Growth Equity Portfolio 0.80%
(1) With respect to Delaware REIT Fund A Class, Delaware REIT Fund B Class,
Delaware REIT Fund C Class , Delaware REIT Fund Institutional Class and
the Real Estate Investment Trust Portfolio Class of The Real Estate
Investment Trust Portfolio, Delaware has contracted 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, on an annualized basis, 0.95% as a
percentage of average net assets during the period November 11, 1998
through February 28, 2001. 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.
80
<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> <C>
The Large-Cap Value Equity Portfolio $767,416 earned $522,423 earned $441,785 earned
$767,416 paid $484,387 paid $433,247 paid
$-0- waived $38,036 waived $8,538 waived
The Mid-Cap Growth Equity Portfolio $47,744 earned $46,880 earned $156,524 earned
$41,153 paid $-0- paid $64,669 paid
$6,591 waived $46,880 waived $91,855 waived
The International Equity Portfolio $5,479,870 earned $4,214,740 earned $3,119,494 earned
$5,479,870 paid $4,214,740 paid $3,119,494 paid
$-0- waived $-0- waived $-0- waived
The Global Fixed Income Portfolio $3,243,685 earned $2,649,961 earned $1,591,678 earned
$3,140,890 paid $2,527,013 paid $1,425,392 paid
$102,795 waived $122,948 waived $166,286 waived
The Labor Select International Equity Portfolio $835,868 earned $658,651 earned $291,778 earned
$835,868 paid $613,775 paid $222,760 paid
$-0- waived $44,876 waived $69,018 waived
The Real Estate Investment Trust Portfolio $527,658 earned $543,001 earned $354,157 earned
$367,520 paid $424,875 paid $273,770 paid
$160,138 waived $118,126 waived $80,387 waived
The Intermediate Fixed Income Portfolio $82,482 earned $119,736 earned $84,846 earned
$34,049 paid $-0- paid $18,659 paid
$48,433 waived $119,736 waived $66,187 waived
The High-Yield Bond Portfolio (1) $89,345 earned $80,874 earned $27,213 earned
$51,895 paid $51,914 paid $13,551 paid
$37,450 waived $28,960 waived $13,662 waived
The International Fixed Income Portfolio (2) $467,400 earned $292,924 earned $61,031 earned
$427,092 paid $251,150 paid $29,230 paid
$40,308 waived $41,774 waived $31,801 waived
The Emerging Markets Portfolio (3) $415,408 earned $431,051 earned $89,760 earned
$400,890 paid $380,298 paid $54,085 paid
$14,518 waived $50,753 waived $35,675 waived
The Global Equity Portfolio (4) $27,075 earned $23,131 earned $941 earned
$-0- paid $-0- paid $-0- paid
$27,075 waived $23,131 waived $941 waived
The Real Estate Investment Trust Portfolio II (5) $40,028 earned $41,303 earned N/A
$6,983 paid $9,936 paid
$33,045 waived $31,367 waived
The Aggregate Fixed Income Portfolio (6) $24,501 earned $6,901 earned N/A
$19,035 paid $-0- paid
$5,466 waived $6,901 waived
The Diversified Core Fixed Income Portfolio (6) $14,244 earned $11,289 earned N/A
$5,405 paid $-0- paid
$8,839 waived $11,289 waived
The Core Equity Portfolio (7) $13,497 earned $1,360 earned N/A
$-0- paid $-0- paid
$13,497 waived $1,360 waived
The Small-Cap Growth Equity Portfolio (7) $35,053 earned $2,815 earned N/A
$20,944 paid $-0- paid
$14,109 waived $2,815 waived
The Small-Cap Value Equity Portfolio (8) $9,476 earned N/A N/A
$5,045 paid
$4,431 waived
The Asset Allocation Portfolio (14) N/A N/A N/A
The Balanced Portfolio (10) $408,062 earned N/A N/A
$368,365 paid
$39,697 waived
</TABLE>
81
<PAGE>
<TABLE>
<CAPTION>
Portfolio October 31, 1999 October 31, 1998 October 31, 1997
<S> <C> <C> <C>
The Equity Income Portfolio (10) $272,081 earned N/A N/A
$243,201 paid
$28,880 waived
The Select Equity Portfolio (9) $9,455 earned N/A N/A
$4,928 paid
$4,527 waived
The International Small-Cap Portfolio (11) $7,915 earned N/A N/A
$7,647 paid
$268 waived
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
The Large-Cap Growth Equity Portfolio (14) 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 14, 1999.
(6) Commenced operations on December 29, 1997. (13) Commenced operations on March 31, 2000.
(7) Commenced operations on September 15, 1998. (14) Has not commenced operations as of the date of this Part B.
</TABLE>
On October 31, 1999, the total net assets of Pooled Trust were
$2,321,424,955 broken down as follows:
The Large-Cap Value Equity Portfolio $141,410,324
The Mid-Cap Growth Equity Portfolio $6,948,970
The International Equity Portfolio $820,643,600
The Global Fixed Income Portfolio $619,795,310
The Labor Select International Equity Portfolio $113,264,542
The Real Estate Investment Trust Portfolio $64,100,429
The Real Estate Investment Trust Portfolio II $4,452,058
The Intermediate Fixed Income Portfolio $17,169,835
The High-Yield Bond Portfolio $9,719,808
The Emerging Markets Portfolio $42,794,023
The Global Equity Portfolio $3,309,317
The International Fixed Income Portfolio $89,350,807
The Diversified Core Fixed Income $3,377,042
The Core Equity Portfolio $2,593,023
The Aggregate Fixed Income Portfolio $7,467,386
The Small-Cap Growth Equity Portfolio $6,181,422
The Small-Cap Value Equity $2,034,565
The Balanced Portfolio $212,118,608
The Equity Income Portfolio $144,281,261
The Select Equity Portfolio $4,709,120
The International Small-Cap Portfolio $3,053,229
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.
82
<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 December 15, 1999
The Mid-Cap Growth Equity Portfolio December 15, 1999
The Intermediate Fixed Income Portfolio December 15, 1999
The International Equity Portfolio December 15, 1999
The Global Fixed Income Portfolio December 15, 1999
The International Fixed Income Portfolio December 15, 1999
The Real Estate Investment Trust Portfolio December 15, 1999
The Labor Select International Equity Portfolio December 15, 1999
The High-Yield Bond Portfolio December 15, 1999
The Emerging Markets Portfolio December 15, 1999
The Global Equity Portfolio December 15, 1999
The Real Estate Investment Trust Portfolio II December 15, 1999
The Aggregate Fixed Income Portfolio December 15, 1999
The Diversified Core Fixed Income Portfolio December 15, 1999
The Asset Allocation Portfolio December 15, 1999
The Small-Cap Growth Equity Portfolio December 15, 1999
The Core Equity Portfolio December 15, 1999
The Small-Cap Value Equity Portfolio December 15, 1999
The Balanced Portfolio December 15, 1999
The Equity Income Portfolio December 15, 1999
The Select Equity Portfolio December 15, 1999
The International Small-Cap Portfolio December 15, 1999
The International Large-Cap Equity Portfolio December 15, 1999
The All-Cap Growth Equity Portfolio February 28, 2000
The Large-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.
83
<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 [__________], no one account held 25% or more of the
outstanding shares of Pooled Trust or Foundation Funds. As of [__________],
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 [__________], the trustees
and officers of Foundation Funds did not hold any shares of the Portfolios.
As of [__________], 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> <C>
The Large-Cap Value Equity Portfolio Northern Trust Company 1,494,282.950 16.27%
PHH Group 22-30049
P.O. Box 92956
Chicago, IL 60675-2956
Mac & Co. 1,322,419.610 14.40%
A/C CLRF5051922
Mutual Funds Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198
Mac & Co. 609,044.620 6.63%
A/C LNFF5033902
Mutual Funds Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198
State of Georgia Employees' 599,185.490 6.52%
Deferred Compensation Group Trust
200 Piedmont Avenue
Suite 1016 West
Atlanta, GA 30334-9032
AMSOUTH Bank 493,324.810 5.37%
Trustee FBO Lloyd Noland Foundation
Retirement Plan
Attn: Trust Operations - Mutual Funds
P.O. Box 11426
Birmingham, AL 35202-1426
Commerce Bank of Kansas City 471,664.150 5.13%
Trustee Burns & McDonnell Employee
Stock Ownership Plan
P.O. Box 419248 Mail Stop TBMZ-6
Kansas City, MO 64141-6248
</TABLE>
84
<PAGE>
<TABLE>
<CAPTION>
Portfolio Name and Address of Account Share Amount Percentage
<S> <C> <C> <C>
The Mid-Cap Growth Equity Portfolio Crestar Bank 286,240.160 45.91%
Cust the College of William and Mary
P.O. Box 105870-CTR3144
Atlanta, GA 30348-5870
NCSC Staff Pension Plan 139,433.310 22.36%
Defined Benefit
8403 Colesville Rd. Ste 1200
Silver Spring, MD 20910-6322
Philadelphia Association of Zeta Psi 123,904.00 19.87%
Fraternity U/T/A E W Weil
613 Kirsch Avenue
Wayne, PA 19087-2902
The International Equity Portfolio The Salvation Army 3,527,885.770 7.20%
A Georgia Corporation
Board Designated
Territorial Financial Secretary
1424 Northeast Expressway
Atlanta, GA 30329-2088
The Salvation Army 3,243,804.020 6.62%
Eastern Territory
440 West Nyack Rd
West Nyack, NY 10994-1715
CENCO 3,144,406.040 6.42%
C/O Compass Bank
Attn: AMG 7th Floor
P.O. Box 10056
Birmingham, AL 35296-0001
Mac & Co. 2,494,471.670 5.09%
A/C #AMKF0928082
Attn: Mutual Funds Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198
The Intermediate Fixed Income Portfolio Byrd & Co 409,635.710 29.14%
c/o First Union National Bank
Mutual Funds Div. Processing PA4905
530 Walnut Street
Philadelphia, PA 19106-3620
Crestar Bank 345,525.630 24.57%
Cust The College of William and Mary
Attn: AC 70061007013873
P.O. Box 105870
Atlanta, GA 30348-5870
</TABLE>
85
<PAGE>
<TABLE>
<CAPTION>
Portfolio Name and Address of Account Share Amount Percentage
<S> <C> <C> <C>
Fleet National Bank Trustee 160,788.560 11.43%
FBO International Terminal
Operating Pension
Attn: 50502918
P.O. Box 92800
Rochester, NY 14692-8900
Philadelphia Association of Zeta Psi 153,596.970 10.92%
Fraternity U/T/A E W Weil
613 Kirsch Avenue
Wayne, PA 19087-2902
Iron Workers #28 Pension Fund 124,607.090 8.86%
501 E. Franklin Street, Suite 206
Richmond, VA 23219-2330
First Union National Bank 80,623.620 5.73%
FBO Philadelphia Marine Trade Association
Pension Plan #1541050387
1525 West WT Harris Blvd. CMG 1151
Charlotte, NC 28262-8522
The Global Fixed Income Portfolio Public School Retirement System 7,264,292.240 11.75%
of the City of St. Louis
One Mercantile Center
Suite 2607
St. Louis, MO 63101-1643
Saxon and Company 4,738,577.810 7.66%
FBO Western Pennsylvania Teamsters
& Employers Pension Fund
A/C 10-01-002-1043205
P.O. Box 7780-1888
Philadelphia, PA 19183-0001
Banker's Trust Co. 4,565,394.280 7.38%
FBO SLU Delaware Fund
Attn: Julie Druhe
500 Washington Ave.
St Louis, MO 63101-1261
Bost and Co. 4,381,556.120 7.09%
A/C RTCF9526002
Mutual Funds Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198
</TABLE>
86
<PAGE>
<TABLE>
<CAPTION>
Portfolio Name and Address of Account Share Amount Percentage
<S> <C> <C> <C>
WA Suburban Sanitary Commission 3,489,866.570 5.64%
Employees Retirement Plan
14501 Sweitzer Ln
Laurel, MD 20707-5902
The Hitchcock Alliance 3,434,104.420 5.55%
Master Investment Program of
Pooled Investment Accounts
Attn: S.G. Shaw - B3L5 PHY SERV
1 Medical Center Drive
Lebanon, NH 03756-0001
The International Fixed Income Portfolio Montgomery County Public Schools 3,716,066.680 40.93%
Employee's Pension & Retirement System
850 Hungerford Dr. Rm 154
Rockville, MD 20850-1718
Comerica Bank Trustee 1,416,930.060 15.60%
Oakwood Pension Plan
P.O. Box 75000 M/C #3446
Detroit, MI 48275-0001
El Paso Firemen & Policemen's 1,344,196.520 14.80%
Pension Fund Policemen's Division
8201 Lockheed Drive Ste. 229
El Paso, TX 79925-2558
City of Brockton 1,235,728.950 13.61%
Contributory Retirement System
50 School Street
Brockton, MA 02301-4031
El Paso Firemen & Policemen's 840,122.830 9.25%
Pension Fund Firemen's Division
8201 Lockheed Drive Ste. 229
El Paso, TX 79925-2558
The Labor Select International Equity Maritime Association ILA 2,245,393.540 26.38%
Portfolio Pension Fund
11550 Fuqua St Ste 425
Houston, TX 77034-4597
Operating Engineers 1,122,870.870 13.19%
LCL 101 Pension Fund
301 E. Armour Blvd. Suite 203
Kansas City, MO 64111-1259
Carpenters' Pension Fund of 852,310.660 10.01%
Western Pennsylvania
495 Mansfield Avenue
Pittsburgh, PA 15205-4376
</TABLE>
87
<PAGE>
<TABLE>
<CAPTION>
Portfolio Name and Address of Account Share Amount Percentage
<S> <C> <C> <C>
Twin City Floor Covering Industry 710,049.900 8.34%
Zenith Administrators
7645 Metro Blvd
Minneapolis, MN 55439-3060
Local 25 SEIU and Participating Employers 618,170.770 7.62%
Pension Trust
111 West Jackson Blvd Suite 2102
Chicago, IL 60604-3503
Inlandboatmen's Union of the 496,524.130 5.83%
Pacific National Pension Plan
1220 SW Morrison Street, Suite 300
Portland, OR 97205-2222
The High-Yield Bond Portfolio Schwartz 1996 Charitable Remainder Unitrust 289,572.090 33.42%
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 14.04%
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 116,966.120 13.50%
Iron Workers' Union #502 Pension Fund
c/o PNC Bank
1600 Market Street
Lower Level 2
Philadelphia, PA 19103-7240
Trust Four Hundred Thirty 113,454.830 13.09%
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 113,454.830 13.09%
U/A/D 4/2/94
c/o TCS Group, L.L.C.
1200 Shermer Road Suite 212
Northbrook, IL 60062-4564
</TABLE>
88
<PAGE>
<TABLE>
<CAPTION>
Portfolio Name and Address of Account Share Amount Percentage
<S> <C> <C> <C>
Mac & Co LCWF 07802802 111,207.710 12.83%
Mutual Funds Operations
P.O. Box 3198
Pittsburgh, PA 15320-3198
The Emerging Markets Portfolio Northern Trust 8,001,141.470 59.57%
FBO Delaware International Advisors Ltd.
(ILT 14)
Attn: Christine Farrell
50 S La Salle Street
Chicago, IL 60675-0001
Conagra Master Pension Trust 1,736,680.450 12.93%
One Conagra Drive
Omaha, NE 68102-5094
Burlington Northern Santa Fe 1,061,184.900 7.90%
Retirement Plan
Attn: Blaine A. Mineman
1700 E. Golf Rd.
Schaumburg, IL 60173-5084
The Small-Cap Growth Equity Portfolio Lincoln National Life Insurance Company 390,927.470 81.21%
1300 S. Clinton Street
Fort Wayne, IN 46802-3506
Our Sunday Visitor, Inc. 90,399.700 18.78%
200 Noll Plaza
Huntington, IN 46750-4304
The Core Equity Portfolio Lincoln National Life Insurance Company 237,864.180 99.99%
1300 S. Clinton Street
Fort Wayne, IN 46802-3506
The Small-Cap Value Equity Portfolio Lincoln National Life Insurance Company 244,153.960 99.99%
1300 S. Clinton Street
Fort Wayne, IN 46802-3506
The Select Equity Portfolio Lincoln National Life Insurance Company 235,294.120 99.99%
1300 S Clinton Street
Fort Wayne, IN 46802-3518
The Balanced Portfolio The Savings Plan For Employees and 21,443,634.150 89.59%
Partners of
PricewaterhouseCoopers LLP
1301 Avenue of the Americas
New York, NY 10019-6022
The Profit Sharing Plan for Partners of 1,322,439.610 5.52%
PricewaterhouseCoopers LLP
1301 Avenue of the Americas
New York, NY 10019-6022
</TABLE>
89
<PAGE>
<TABLE>
<CAPTION>
Portfolio Name and Address of Account Share Amount Percentage
<S> <C> <C> <C>
The Equity Income Portfolio The Savings Plan For Employees and 9,997,899.320 60.92%
Partners of PricewaterhouseCoopers LLP
1301 Avenue of the Americas
New York, NY 10019-6022
Retirement Benefit Accumulation Plan for 3,570,150.750 21.75%
Employees of PricewaterhouseCoopers LLP
1301 Avenue of the Americas
New York, NY 10019-6022
The Profit Sharing Plan for Partners of 2,842,271.020 17.32%
PricewaterhouseCoopers LLP
1301 Avenue of the Americas
New York, NY 10019-6022
The International Small-Cap Portfolio Lincoln National Life Insurance Company 358,216.450 99.99%
1300 S. Clinton Street
Fort Wayne, IN 46802-3518
The International Large-Cap Equity Lincoln National Life Insurance Company 353,337.290 99.99%
Portfolio 1300 S. Clinton Street
Fort Wayne, IN 46802-3518
The Global Equity Portfolio Lincoln National Life Insurance Company 383,921.630 99.99%
1300 S. Clinton Street
Fort Wayne, IN 46802-3518
Delaware REIT Fund A Class Charles Schwab & Co., Inc. 639,813.070 29.58%
Special Custody Account for the Excl.
Benefits of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4122
Delaware REIT Fund B Class MLPF&S For the Sole 221,070.430 20.06%
Benefit of its Customers
Attn: Fund Administration-SEC#97SR7
4800 Deer Lake Drive E 2nd Fl.
Jacksonville, FL 32246-6484
Delaware REIT Fund C Class None.
Delaware REIT Fund Institutional Class RS DMC Employee Profit Sharing Plan 91,031.320 75.41%
Delaware Management Company
Employee Profit Sharing Trust
c/o Rick Seidel
1818 Market Street
Philadelphia, PA 19103
</TABLE>
90
<PAGE>
<TABLE>
<CAPTION>
Portfolio Name and Address of Account Share Amount Percentage
<S> <C> <C> <C>
Chase Manhattan Bank C/F 29,682.060 24.58%
Delaware Group Foundation Funds-
Income Portfolio
Attn: Marisol Gordan-Global Inv. Serv.
3 Metrotech Center, 8th Floor
Brooklyn, NY 11201-3800
The Real Estate Investment Trust Lincoln National Life Insurance Company 1,307,867.620 67.63%
Portfolio Class 1300 S. Clinton Street
Fort Wayne, IN 46802-3518
American States Insurance Company 625,797.400 32.36%
500 N. Meridian Street
Indianapolis, IN 46802-1275
The Real Estate Investment The Philadelphia Orchestra Association 139,068.940 50.22%
Trust Portfolio II 1420 Locust Street Ste 400
Philadelphia, PA 19102-4297
Lincoln National Life Insurance Company 137,819.130 49.77%
1300 S. Clinton Street
Fort Wayne, IN 46802-3518
The Aggregate Fixed Income Portfolio NCSC Staff Pension Plan 510,329.920 60.34%
Defined Benefit
8403 Colesville Road, Suite 1200
Silver Spring, MD 20910-6322
Lincoln National Life Insurance Company 254,044.260 30.03%
1300 S. Clinton Street
Fort Wayne, IN 46802-3506
NCSC Contract Employees Pension Plan 81,324.280 9.61%
Defined Contribution
8403 Colesville Road, Suite 1200
Silver Spring, MD 20910-6322
The Diversified Core Fixed Income Lincoln National Life Insurance Company 422,278.330 99.99%
Portfolio 1300 S. Clinton Street
Fort Wayne, IN 46802-3506
FOUNDATION FUNDS:
Income Portfolio A Class DMTC RS 401(k) 1,963,150.350 95.27%
Hoag Memorial Hospital Savings Plan
Attn: Retirement Plans
1818 Market Street
Philadelphia, PA 19103-3638
</TABLE>
91
<PAGE>
<TABLE>
<CAPTION>
Portfolio Name and Address of Account Share Amount Percentage
<S> <C> <C> <C>
Income Portfolio B Class NFSC FEBO #OKS-998419 14,373.830 37.73%
NFSC/FMTC IRA Rollover
FBO Jonathan J. Williams
1122 Sinclair Way
Roseville, CA 95747-5814
Sylvia E. Hetrick 5,206.490 13.66%
324 W Logan Street, Apt. 218
Caldwell, ID 83605-4799
Prudential Securities, Inc., FBO 4,602.030 12.08%
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 6.58%
R James Benninghoff
5601 Coldwater Road
Fort Wayne, IN 46825-5450
NFSC FEBO #BWD-014184 2,259.980 5.93%
Leslie R. Brown
227 Sunrise Rim Road
Nampa, ID 83686-8325
Income Portfolio C Class David L. Stoner & 3,534.850 14.92%
Janice F. Stoner JTWROS
3207 Bowman Rd.
Landisville, PA 17538-1830
H. Dale Zimmermann 2,393.790 10.10%
Norma J. Zimmermann JTWROS
775 Stone Hill Road
Shoemakersville, PA 19555-9046
Irvin B. Horst and Janis A. Horst JTWROS 2,368.760 9.99%
33 North Millbach Road
Newmanstown, PA 17073-9127
DMTC Custodian for the IRA of 2,049.780 8.65%
Barbara J. Turner
485 Martic Heights Drive
Holtwood, PA 17532-9683
Ruby D. Miller 2,033.880 8.58%
6451 County Road 407
Millersburg, OH 44654
</TABLE>
92
<PAGE>
<TABLE>
<CAPTION>
Portfolio Name and Address of Account Share Amount Percentage
<S> <C> <C> <C>
RS DMTC 401K Plan 2,020.410 8.52%
Shore Line Construction, Inc.
Attn: Retirement Plans
1818 Market Street
Philadelphia, PA 19103-3638
Donaldson Lufkin Jenrette 1,829.830 7.72%
Securities Corporation, Inc.
P.O. Box 2052
Jersey City, NJ 07303-2052
DMTC Custodian for the IRA of 1,499.410 6.32%
Amos A. Bricker
2754 Mount Pleasant Road
Mount Joy, PA 17552-8728
Income Portfolio Institutional Class Delaware Management Business TR-DIA 6,426.120 69.52%
Attn: Joseph Hastings
1818 Market Street, 16th Floor
Philadelphia, PA 19103-3691
RS DMTC 401(k) Plan 2,454.170 26.55%
United Subcontractors 401(k) Plan
Attn: Retirement Plans
1818 Market Street
Philadelphia, PA 19103-3638
Balanced Portfolio A Class RS DMTC 401(k) 1,448,737.880 73.43%
Hoag Memorial Hospital Savings Plan
Attn: Retirement Plans
1818 Market Street
Philadelphia, PA 19103-3638
Balanced Portfolio B Class FISERV SECURITIES, INC. 9,614.290 6.78%
FAO 4502119
Attn: Mutual Funds Department
One Commerce Square
2005 Market Street, Suite 1200
Philadelphia, PA 19103-7084
FISERV SECURITIES, INC. 9,213.200 6.50%
FAO 50279679
Attn: Mutual Funds Department
One Commerce Square
2005 Market Street, Suite 1200
Philadelphia, PA 19103-7084
Sara A. Anthony 8,643.130 6.10%
RR 3 Box 137
Kunkletown, PA 18058-9521
</TABLE>
93
<PAGE>
<TABLE>
<CAPTION>
Portfolio Name and Address of Account Share Amount Percentage
<S> <C> <C> <C>
Balanced Portfolio C Class DMTC C/F The Rollover IRA of 8,446.030 8.54%
Joan F. Sylvander
1757 E. 26th St.
Brooklyn, NY 11229-2405
DMTC C/F The Rollover IRA of 6,792.420 6.87%
Catherine A. Horch
133 Henry St., Apt. 8
Brooklyn, NY 11201-2250
Dain Rauscher Inc. 6,449.370 6.52%
FBO Anne S. Hershbell
732 Kenmore Road
Amherst, VA 24521-3222
DMTC C/F The Rollover IRA of 5,842.840 5.91%
Josephine Benfatti
2017 Kimball St.
Brooklyn, NY 11234-5021
Paul K. Graybill & Grace H. Graybill 5,244.690 5.30%
Ten Ent
4 Bomberger Road
Lititz, PA 17543-9510
Balanced Portfolio RS DMTC 401(k) Plan 6,934.540 50.33%
Institutional Class United Subcontractors 401(k) Plan
Attn: Retirement Plans
1818 Market Street
Philadelphia, PA 19103-3638
Delaware Management Business TR-DIA 6,371.360 46.24%
Attn: Joseph Hastings
1818 Market Street, 16th Fl.
Philadelphia, PA 19103-3691
Growth Portfolio A Class RS DMTC 401(k) Plan 825,310.970 65.48%
Hoag Memorial Hospital Savings Plan
Attn: Retirement Plans
1818 Market Street
Philadelphia, PA 19103-3638
RS DMTC 401(k) Plan 122,459.650 9.71%
Bottcher America Corp.
Attn: Retirement Plans
1818 Market Street
Philadelphia, PA 19103-3638
</TABLE>
94
<PAGE>
<TABLE>
<CAPTION>
Portfolio Name and Address of Account Share Amount Percentage
<S> <C> <C> <C>
Growth Portfolio B Class DMTC C/F the Rollover IRA of 25,355.040 11.74%
Louis E. Meador
1301 Camden Place
Lawrenceville, GA 30043-5206
DMTC C/F the Beneficiary IRA of 12,871.090 5.95%
Jeanne Milner
300 Turner Road
Concord, GA 30206-2611
Growth Portfolio C Class RS DMTC 401(k) Plan 13,819.400 18.71%
AT&A Trucking 401(k) Plan
Attn: Retirement Plans
1818 Market Street
Philadelphia, PA 19103-3638
RS DMTC 401(k) Plan 6,942.090 9.39%
Shore Line Construction Inc.
Attn: Retirement Plans
1818 Market Street
Philadelphia, PA 19103-3638
RS DMTC 401(k) Plan 5,606.540 7.59%
L.L. Baumunk & Son
Attn: Retirement Plans
1818 Market Street
Philadelphia, PA 19103-3638
RS DMTC 401 (k) Plan 4,394.610 5.95%
American Independent Insurance Co.
Attn: Retirement Plans
1818 Market Street
Philadelphia, PA 19103-3638
RS DMTC 401(k) Plan 4,152.350 5.62%
Warren S. Kurnick, M.D., 401(k) Plan
Attn: Retirement Plans
1818 Market Street
Philadelphia, PA 19103-3638
Growth Portfolio Institutional Class RS DMTC 401(k) Plan 10,017.750 56.64%
United Subcontractors 401(k) Plan
Attn: Retirement Plans
1818 Market Street
Philadelphia, PA 19103-3638
Delaware Management Business TR-DIA 6,307.090 35.66%
Attn: Joseph Hastings
1818 Market Street, 16th Fl.
Philadelphia, PA 19103-3638
RS Money Purchase Pension 1,358.810 7.68%
IATSE Atlanta Annuity Trust Fund
Attn: Retirement Plans
1818 Market Street
Philadelphia, PA 19103-3638]
</TABLE>
95
<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.
*Wayne A. Stork (62) Chairman, Trustee/Director of Pooled Trust,
Foundation Funds and the other 31 investment
companies In the Delaware Investments family
Prior to January 1, 2000, Mr. Stork was Chairman
and Director of Delaware Management Holdings, Inc.
and Director of Delaware International Advisers
Ltd.
Prior to January 1, 1999, Mr. Stork was Director
of Delaware Capital Management, Inc.; Chairman,
President , Chief Executive Officer and Director
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, 2000, Mr. Stork has served in various
executive capacities at different times within the
Delaware Investments organization.
----------------------
* Trustee affiliated with the Portfolio's investment manager and considered an
"interested person" as defined in the 1940 Act.
96
<PAGE>
*David K. Downes (60) President, Chief Executive Officer, Chief
Financial Officer and Trustee/Director 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.
President, Chief Operating Officer and Director of
Delaware General Management, Inc.
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 and
Delaware Investment Advisers (a series of Delaware
Management Business Trust).
Executive Vice President, Chief Operating Officer,
Chief Financial Officer and Trustee/Director of
DMH Corp., Delaware Distributors, Inc., Delaware
Distributors, L.P., Founders Holdings, Inc.,
Delvoy, Inc. and Delaware Management Business
Trust
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.
----------------------
* Trustee affiliated with the Portfolio's investment manager and considered
an "interested person" as defined in the 1940 Act.
97
<PAGE>
Walter P. Babich (72) Trustee/Director 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/Director of Pooled Trust, Foundation Funds
and the other 31 investment companies in the
Delaware Investments family
Private Investor.
P.O. Box 819, Gwynedd Valley, PA 19437
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. He was also a Partner of Complete
Care Services from 1995 to 1999.
Anthony D. Knerr (61) Trustee/Director 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.
98
<PAGE>
Ann R. Leven (59) Trustee/Director of Pooled Trust, Foundation Funds
and the other 31 investment companies in the
Delaware Investments family
785 Park Avenue, New York, NY 10021
Retired Treasurer, National Gallery of Art
From 1994 to 1999, Ms. Leven was the Treasurer of
the National Gallery of Art and from 1990 to 1994,
Ms. Leven was Deputy Treasurer of the National
Gallery of Art. In addition, 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.
Thomas F. Madison (64) Trustee/Director 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/Director 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.
Janet L. Yeomans (51 ) Trustee/Director of Pooled Trust, 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.
99
<PAGE>
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 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/Trustee of Delaware International
Holdings Ltd., Founders Holdings, Inc., Delvoy,
Inc., DMH Corp., Delaware Management Company,
Inc., Delaware Management Business Trust, Delaware
Service Company, Inc., Delaware Capital
Management, Inc., Retirement Financial Services,
Inc., Delaware Distributors, Inc., Delaware
Distributors, L.P., Delaware Management Trust
Company and Delaware General Management, Inc.
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.
100
<PAGE>
Eric E. Miller (46) Senior Vice President/Deputy General Counsel and
Secretary of Pooled Trust, Foundation Funds and
each of the other 31 investment companies in
Delaware Investments.
Senior Vice President/Deputy General Counsel and
Assistant Secretary of Delaware Management
Holdings, Inc., DMH Corp., Delvoy, Inc., Delaware
Management Company, Inc., Delaware Management
Business Trust, Delaware Management Company (a
series of Delaware Management Business Trust),
Delaware Investment Advisers (a series of Delaware
Management Business Trust), Delaware Service
Company, Inc., Delaware Capital Management, Inc.,
Retirement Financial Services, Inc., Delaware
Distributors, Inc., Delaware Distributors, L.P.,
Founders Holdings, Inc. and Delaware General
Management, Inc.
During the past five years, Mr. Miller has served
in various executive capacities at different times
within Delaware Investments.
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.,
Delaware Management Business Trust and Delaware
General Management, Inc.
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.
101
<PAGE>
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/Manager of 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.
Damon J. Andres (30) 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 1994, Mr.
Andres performed investment counseling services as
a Consulting Associate with Cambridge Associates,
Inc. in Arlington Virginia.
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.
102
<PAGE>
Marshall T. Bassett (46) 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) and Delaware Investment
Advisers (a series of Delaware Management Business
Trust)
Prior to joining Delaware Investment in 1997, Mr.
Bassett served as Vice President in Morgan Stanley
Asset Management's Emerging Growth Group. Prior to
that, he was a trust officer at Sovran Bank and
Trust Company.
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.
Stephen R. Cianci [( )] 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) and Delaware Investment
Advisers (a series of Delaware Management Business
Trust)
During the past five years, Mr. Cianci has served
in various capacities at different times within
the Delaware Organization.
Timothy G. 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) and Delaware Investment
Advisers (a series of Delaware Management Business
Trust)
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.
103
<PAGE>
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.
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.
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.
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.
104
<PAGE>
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.
Paul A. Grillo [( )] 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.
During the past five years, Mr. Grillo has served
in various capacities at different times within
the Delaware Organization.
John A. Heffern 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) and Delaware Investment
Advisers (a series of Delaware Management Business
Trust)
Prior to joining Delaware Investments in 1997, Mr.
Heffern was a Senior Vice President, Equity
Research at NatWest Securities Corporation's
Specialty Finance Services unit. Prior to that, he
was a Principal and Senior Regional Bank Analyst
at Alex. Brown & Sons.
Francis J. Houghton, Jr.[( )] 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 March 2000,
as a result of the consolidation of Lynch & Mayer,
Inc. into Delaware Investments, Mr. Houghton
served as president and director at Lynch & Mayer.
105
<PAGE>
John B. Jares [( )] 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 March 2000,
Mr. Jares was a portfolio manager and analyst
specializing in the consumer and technology
sectors for Berger Funds. Prior to joining Berger,
Mr. Jares was a senior equity analyst at Founders
Asset Management. He began his career at Lipper
Analytical Services, Inc. in 1992.
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.
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.
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
Director of HYPPCO Finance Company Ltd.
During the past five years, Mr. Nichols has served
in various capacities at different times within
the Delaware organization.
106
<PAGE>
Thomas J. Trotman (48) 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 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.
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/Directors 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 Portfolio Expenses Retirement(1) Companies(2)
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
W. Thacher Longstreth (3) $1,729.88 None $38,000 $25,345.45
------------------------------------------------------------------------------------------------------------------------------------
Ann R. Leven $4,819.82 None $38,000 $66,084.21
------------------------------------------------------------------------------------------------------------------------------------
Walter P. Babich $4,308.06 None $38,000 $58,608.06
------------------------------------------------------------------------------------------------------------------------------------
Anthony D. Knerr $4,725.74 None $38,000 $65,084.55
------------------------------------------------------------------------------------------------------------------------------------
Charles E. Peck $4,577.68 None $38,000 $63,417.65
------------------------------------------------------------------------------------------------------------------------------------
Thomas F. Madison $4,725.74 None $38,000 $65,084.55
------------------------------------------------------------------------------------------------------------------------------------
John H. Durham $4,160.00 None $23,000 $42,974.72
------------------------------------------------------------------------------------------------------------------------------------
Janet L. Yeomans (4) $2,620.52 None $38,000 $37,881.49
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Under the terms of the Delaware Group Retirement Plan for
Trustees/Directors, each disinterested trustee/director 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/director for a period equal to the lesser of the number of
years that such person served as a trustee/director 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/directors of each investment company at the time of such
person's retirement. If an eligible trustee/director 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/director,
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 $38,000 for serving as a
trustee/director for all 33 investment companies in Delaware
Investments, plus $3,143 for each Board Meeting attended. John H.
Durham currently receives a total annual retainer fee of $32,181 for
serving as a trustee/director for 19 investment companies in Delaware
Investments, plus $1,810 for each Board Meeting attended. Ann R. Leven,
Charles E. Peck, Thomas F. Madison, and Anthony D. Knerr serve on the
Fund's audit committee; Ms. Leven is the chairperson. Members of the
audit committee
107
<PAGE>
currently receive additional annual compensation of $5,000 from all
investment companies, in the aggregate, with the exception of the
chairperson, who receives $6,000.
(3) W. Thacher Longstreth retired from the Board of Trustees of Pooled
Trust on April 13, 1999.
(4) Janet L. Yeomans joined the Boards of all investment companies in the
Delaware Investments family in March 1999 for some funds and in April
1999 for other funds.
108
<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/Directors 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> <C> <C> <C>
Ann R. Leven $795 None $38,000 $66,000
------------------------------------------------------------------------------------------------------------------------------------
Walter P. Babich $777 None $38,000 $60,000
------------------------------------------------------------------------------------------------------------------------------------
Anthony D. Knerr $792 None $38,000 $65,000
------------------------------------------------------------------------------------------------------------------------------------
Charles E. Peck $792 None $38,000 $65,000
------------------------------------------------------------------------------------------------------------------------------------
Thomas F. Madison $792 None $38,000 $65,000
------------------------------------------------------------------------------------------------------------------------------------
John H. Durham $777 None $23,000 $44,848
------------------------------------------------------------------------------------------------------------------------------------
Janet L. Yeomans (3) $777 None $38,000 $60,000
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Under the terms of the Delaware Group Retirement Plan for
Trustees/Directors, each disinterested trustee/director 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/director for a period
equal to the lesser of the number of years that such person served as a
trustee/director 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/directors of each investment
company at the time of such person's retirement. If an eligible
trustee/director 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/director, 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 $38,000 for serving as a trustee/director
for all 33 investment companies in Delaware Investments, plus $3,143 for
each Board Meeting attended. John H. Durham currently receives a total
annual retainer fee of $32,181 for serving as a trustee for 19 investment
companies in Delaware Investments, plus $1,810 for each Board Meeting
attended. Ann R. Leven, Charles E. Peck, 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 $5,000 from all investment companies, in the
aggregate, with the exception of the chairperson, who receives $6,000.
(3) Janet L. Yeomans joined the Boards of all investment companies in the
Delaware Investments family in March 1999 for some funds and in April
1999 for other funds.
109
<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 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 Delaware REIT Fund on behalf of Class A Shares,
after reallowances to dealers, as follows:
<TABLE>
<CAPTION>
Delaware REIT Fund
Class A Shares
Total
Fiscal Amount of Amounts Net
Year Underwriting Reallowed Commission
Ended Commissions to Dealers to Distributor
----- ----------- ---------- --------------
<S> <C> <C> <C> <C>
10/31/99 $154,340 $132,732 $21,608
10/31/98 $254,157 $211,644 $42,513
10/31/97 N/A N/A N/A
</TABLE>
110
<PAGE>
CDSC Payments
The Distributor received no aggregate Limited CDSC payments with
respect to Class A Shares of Delaware REIT Fund for fiscal year ended October
31, 1999. The Distributor received aggregate CDSC payments in the amount of
$49,770 with respect to Class B Shares of Delaware REIT Fund for fiscal year
ended October 31, 1999. The Distributor received CDSC payments in the amount of
$3,173 with respect to Class C Shares of Delaware 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 Small-Cap Value Equity Portfolio,
The Select Equity Portfolio, The International Small-Cap Portfolio , The
International Large-Cap Equity Portfolio and The All-Cap Growth Equity
Portfolio, and will make an investment in each of The Asset Allocation Portfolio
and The Large-Cap Growth Equity 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.
111
<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 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.
112
<PAGE>
EURO
On January 1, 1999, the European Economic and Monetary Union
implemented a new currency unit, the Euro, for eleven participating European
countries. The countries that initially converted or tied their currencies to
the Euro are Austria, Belgium, France, Germany, Luxembourg, the Netherlands,
Ireland, Finland, Italy, Portugal and Spain. Each participating country is
currently phasing in use of the Euro for major financial transactions. In
addition, each participating country will begin using the Euro for currency
transactions beginning July 1, 2002. Implementation of this plan means that
financial transactions and market information, including share quotations and
company accounts, in participating countries will be denominated in Euros.
Participating governments will issue their bonds in Euros, and monetary policy
for participating countries will be uniformly managed by a new central bank, the
European Central Bank. The transition to the Euro is expected to reshape
financial markets, banking systems and monetary policies in Europe and other
parts of the world.
Although it is not possible to predict the impact of the Euro
implementation plan on the Portfolios, the transition to the Euro presents
unique uncertainties, including: (i) the legal treatment of certain outstanding
financial contracts after January 1, 1999 that refer to existing currencies
rather than the Euro; (ii) the establishment and maintenance of exchange rates
for currencies being converted into the Euro; (iii) the fluctuation of the Euro
relative to non-Euro currencies during the transition period from January 1,
1999 to December 31, 2001 and beyond; (iv) whether the interest rates, tax and
labor regimes of European countries participating in the Euro will converge over
time; and (iv) whether the conversion of the currencies of other countries in
the European Union ("EU"), such as the United Kingdom and Denmark, into the Euro
and the admission of other non-EU countries such as Poland, Latvia and Lithuania
as members of the EU may have an impact on the Euro or on the computer systems
used by the Portfolios' service providers to process the Portfolios'
transactions.
Further, the process of implementing the Euro may adversely affect
financial markets outside of Europe and may result in changes in the relative
strength and value of the U.S. dollar or other major currencies. The transition
to the Euro is likely to have a significant impact on fiscal and monetary policy
in the participating countries and may produce unpredictable effects on trade
and commerce generally. These resulting uncertainties could create increased
volatility in financial markets world-wide.
These or other factors could cause market disruptions, and could
adversely affect the value of securities held by the Portfolios. Because of the
number of countries using this single currency , a significant portion of the
assets of a Portfolio may be denominated in the Euro.
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.
113
<PAGE>
Average annual total rate of return for each Portfolio and Portfolio
class is based on a hypothetical $1,000 investment that includes capital
appreciation and depreciation during the stated periods. The following formula
will be used for the actual computations:
n
P(1 + T) = ERV
Where: P = a hypothetical initial purchase order of
$1,000, after deduction of the maximum
front-end sales charge in the case of
Delaware 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 Delaware REIT Fund B
Class and Delaware 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.
114
<PAGE>
The performance, as shown below, is the average annual total return
quotations for the Portfolios operating for at least one year as of April 30,
2000. 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
4/30/00 4/30/00 4/30/00 Life of Fund
-------------------------------------------------------- ------------------ ----------------- ------------------ ----------------
<S> <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
(Inception 12/2/96)
-------------------------------------------------------- ------------------ ----------------- ------------------ ----------------
The International Fixed Income Portfolio N/A
(Inception 4/11/97)
-------------------------------------------------------- ------------------ ----------------- ------------------ ----------------
The Emerging Markets Portfolio 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 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
(Inception 3/29/99)
---------------------------------------------------------------------------------------------------------------------------------
</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.
115
<PAGE>
The total return for Delaware 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 Delaware 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 Delaware 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 4/30/00 ________%
3 years ended 4/30/00 ________%
Period 12/6/95(3) through 4/30/00] ________%
(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
Delaware 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 Delaware REIT Fund A
Class).
Average Annual Total Return(1)
The Real Estate Investment Trust Portfolio
<TABLE>
<CAPTION>
Delaware REIT Fund Delaware REIT Fund Delaware REIT Fund
A Class(2) A Class(2) Institutional Class(3)
(at Offer) (at NAV)
<S> <C> <C> <C> <C>
[1 year ended 4/30/00 ________% ________% ________%
3 years ended 4/30/00 ________% ________% N/A
Period 11/11/97 (3) through 4/30/00 N/A N/A ________%
Period 12/6/95 (4) through 4/30/00] ________% ________% N/A
</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 Delaware 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 Delaware 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. Delaware 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) Delaware REIT Fund Institutional Class commenced operations on November
11, 1997.
(4) Date of initial sale of the original class (now Delaware REIT Fund A
Class).
116
<PAGE>
Average Annual Total Return(1)
The Real Estate Investment Trust Portfolio
<TABLE>
<CAPTION>
Delaware REIT Delaware REIT Delaware REIT Fund Delaware REIT Fund
Fund Fund C Class C Class
B Class B Class (including (excluding
(including (excluding CDSC) CDSC)
CDSC) CDSC)
<S> <C> <C> <C> <C>
[1 year ended 4/30/00 ________% ________% ________% ________%
Period 11/11/97 (2) through 4/30/00] ________% ________% ________% ________%
</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 6
YIELD = 2[(-------- + 1) -- 1]
Cd
Where: a = dividends and interest earned during the period;
b = expenses accrued for the period (net of
reimbursements);
c = the average daily number of shares outstanding
during the period that were entitled to receive
dividends;
d = the maximum offering price per share on the last
day of the period.
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 April 30, 2000 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.
117
<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 Delaware REIT Fund A Class, Delaware
REIT Fund B Class and Delaware 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 Delaware 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.
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.
118
<PAGE>
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.
119
<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.
120
<PAGE>
The following tables are an example, for purposes of illustration
only, of cumulative total return performance for the Portfolios operating as of
April 30, 2000. 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
4/30/00 4/30/00 4/30/00 4/30/00 4/30/00 4/30/00 Fund
--------------------------------------------------- ----------- ---------- ------------ ------------ ----------- --------- ---------
<S> <C> <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
(Inception 12/2/96)
--------------------------------------------------- ----------- ---------- ------------ ------------ ----------- --------- ---------
The International Fixed Income Portfolio N/A
(Inception 4/11/97)
--------------------------------------------------- ----------- ---------- ------------ ------------ ----------- --------- ---------
The Emerging Markets Portfolio 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 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
(Inception 3/29/99)
--------------------------------------------------- ----------- ---------- ------------ ------------ ----------- --------- ---------
The Select Equity Portfolio N/A N/A N/A
(Inception 6/29/99)
--------------------------------------------------- ----------- ---------- ------------ ------------ ----------- --------- ---------
The Balanced Portfolio N/A N/A N/A
(Inception 6/30/99)
--------------------------------------------------- ----------- ---------- ------------ ------------ ----------- --------- ---------
The Equity Income Portfolio N/A N/A N/A
(Inception 6/30/99)
--------------------------------------------------- ----------- ---------- ------------ ------------ ----------- --------- ---------
The International Small-Cap Portfolio N/A N/A N/A N/A
(Inception 7/20/99)
--------------------------------------------------- ----------- ---------- ------------ ------------ ----------- --------- ---------
The International Large-Cap Equity Portfolio N/A N/A N/A N/A N/A
(Inception 12/14/99)
------------------------------------------------------------------------------------------------------------------------------------
</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.
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<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 4/30/00 ________%
6 months ended 4/30/00 ________%
9 months ended 4/30/00 ________%
1 year ended 4/30/00 ________%
3 years ended 4/30/00 N/A
Period 12/6/95(3) through 4/30/00] ________%
(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
Delaware 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 Delaware REIT Fund A
Class).
Cumulative Total Return (1)
The Real Estate Investment Trust Portfolio
<TABLE>
<CAPTION>
Delaware REIT Fund A Delaware REIT Fund
Class (at Offer)(2) Institutional Class (3)
<S> <C> <C> <C>
[3 months ended 4/30/00 ________% ________%
6 months ended 4/30/00 ________%(5) ________%
9 months ended 4/30/00 ________% ________%
1 year ended 4/30/00 ________% ________%
3 years ended 4/30/00 ________% N/A
Period 11/11/97 (3) through 4/30/00 N/A ________%
Period 12/6/95 (4) through 4/30/00] ________% 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 Delaware 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 Delaware 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. Delaware 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) Delaware REIT Fund Institutional Class commenced operations on November
11, 1997.
(4) Date of initial sale of the original class (now Delaware REIT Fund A
Class).
(5) Cumulative total return at net asset value was [________%] for the six
months ended April 30, 2000.
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<PAGE>
Cumulative Total Return (1)
The Real Estate Investment Trust Portfolio
<TABLE>
<CAPTION>
Delaware REIT Delaware REIT Delaware REIT Fund Delaware REIT Fund
Fund Fund C Class C Class
B Class B Class (including (excluding
(including (excluding CDSC) CDSC)
CDSC) CDSC)
<S> <C> <C> <C> <C> <C>
[3 months ended 4/30/00 ________% ________% ________% ________%
6 months ended 4/30/00 ________% ________% ________% ________%
9 months ended 4/30/00 ________% ________% ________% ________%
1 year ended 4/30/00 ________% ________% ________% ________%
Period 11/11/97 (2) through 4/30/00] ________% ________% ________% ________%
</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.
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<PAGE>
[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 of the Portfolios. Each Portfolio's, other than The
International Large-Cap Equity , The All-Cap Growth Equity and The Large-Cap
Growth Equity Portfolios', Statement of Net Assets, Statement of Assets and
Liabilities (as applicable), Statement of Operations, Statement of Changes in
Net Assets, Financial Highlights and Notes to Financial Statements, as well as
the report of Ernst & Young LLP for the fiscal year ended October 31, 1999 are
included in each Portfolio's Annual Report 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. Each Portfolio's, other than The Large-Cap Growth
Equity Portfolio's, unaudited financial statements, financial highlights and the
notes relating thereto for the period ended April 30, 2000 are also incorporated
into this Part B by reference from Pooled Trust's Semi-Annual Reports. The
International Large-Cap Equity Portfolio and The All-Cap Growth Equity Portfolio
were not operating on October 31, 1999. The Large-Cap Growth Equity Portfolio
did not commence operations prior to the date of this Part B.
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. The Asset Allocation Portfolio was
not operating on October 31, 1999.
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<PAGE>
APPENDIX A--RATINGS
Bonds
Excerpts from Moody's description of its bond ratings: Aaa--judged to
be the best quality. They carry the smallest degree of investment risk;
Aa--judged to be of high quality by all standards; A--possess favorable
attributes and are considered "upper medium" grade obligations; Baa--considered
as medium grade obligations. Interest payments and principal security appear
adequate for the present but certain protective elements may be lacking or may
be characteristically unreliable over any great length of time; Ba--judged to
have speculative elements; their future cannot be considered as well assured.
Often the protection of interest and principal payments may be very moderate and
thereby not well safeguarded during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class; B--generally lack
characteristics of the desirable investment. Assurance of interest and principal
payments or of maintenance of other terms of the contract over any long period
of time may be small; Caa--are of poor standing. Such issues may be in default
or there may be present elements of danger with respect to principal or
interest; Ca--represent obligations which are speculative in a high degree. Such
issues are often in default or have other marked shortcomings; C--the lowest
rated class of bonds and issues so rated can be regarded as having extremely
poor prospects of ever attaining any real investment standing.
Excerpts from S&P's description of its bond ratings: AAA--highest grade
obligations. They possess the ultimate degree of protection as to principal and
interest; AA--also qualify as high grade obligations, and in the majority of
instances differ from AAA issues only in a small degree; A--strong ability to
pay interest and repay principal although more susceptible to changes in
circumstances; BBB--regarded as having an adequate capacity to pay interest and
repay principal; BB, B, CCC, CC--regarded, on balance, as predominantly
speculative with respect to capacity to pay interest and repay principal in
accordance with the terms of the obligation. BB indicates the lowest degree of
speculation and CC the highest degree of speculation. While such debt will
likely have some quality and protective characteristics, these are outweighed by
large uncertainties or major risk exposures to adverse conditions; C--reserved
for income bonds on which no interest is being paid; D--in default, and payment
of interest and/or repayment of principal is in arrears.
Excerpts from Fitch's description of its bond ratings: AAA--Bonds
considered to be investment grade and of the highest credit quality. The obligor
has an exceptionally strong ability to pay interest and repay principal, which
is unlikely to be affected by reasonably foreseeable events; AA--Bonds
considered to be investment grade and of very high credit quality. The obligor's
ability to pay interest and repay principal is very strong, although not quite
as strong as bonds rated AAA. Because bonds rated in the AAA and AA categories
are not significantly vulnerable to foreseeable future developments, short-term
debt of these issuers is generally rated F-1+; A--Bonds considered to be
investment grade and of high credit quality. The obligor's ability to pay
interest and repay principal is considered to be strong, but may be more
vulnerable to adverse changes in economic conditions and circumstances that
bonds with higher ratings; BBB--Bonds considered to be investment grade and of
satisfactory credit quality. The obligor's ability to pay interest and repay
principal is considered to be adequate. Adverse changes in economic conditions
and circumstances, however, are more likely to have adverse impact on these
bonds, and therefore impair timely payment. The likelihood that the ratings of
these bonds will fall below investment grade is higher than for bonds with
higher ratings; BB--Bonds are considered speculative. The obligor's ability to
pay interest and repay principal may be affected over time by adverse economic
changes. However, business and financial alternatives can be identified which
could assist the obligor in satisfying its debt service requirements; B--Bonds
are considered highly speculative. While bonds in this class are currently
meeting debt service requirements, the probability of continued timely payment
of principal and interest reflects the obligor's limited margin of safety and
the need for reasonable business and economic activity throughout the life of
the issue; CCC--Bonds have certain identifiable characteristics which, if not
remedied, may lead to default. The ability to meet obligations requires an
advantageous business and economic environment; CC--Bonds are minimally
protected. Default in payment of interest and/or principal seems probable over
time; C--Bonds are in imminent default in payment of interest or principal; and
DDD, DD and D--Bonds are in default on interest and/or principal payments. Such
bonds are extremely speculative and should be valued on the basis of their
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 Technology and Innovation Fund seeks to provide
long-term capital growth. Delaware American Services Fund seeks to provide
long-term capital growth. Delaware Research Fund seeks to provide long-term
capital growth. Delaware Large Cap Growth Fund seeks to provide long-term
capital growth.
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 Growth Opportunities 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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<PAGE>
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 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 S&P 500
Index Fund seeks to replicate the total return of the Standard & Poor's 500
Composite Stock Price Index.
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 International Small Cap Fund seeks long-term
capital appreciation by investing primarily in smaller non-U.S. companies.
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.
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Delaware Group Premium Fund offers various funds available exclusively
as funding vehicles for certain insurance company separate accounts. Growth and
Income Series seeks the highest possible total rate of return by selecting
issues that exhibit the potential for capital appreciation while providing
higher than average dividend income. Delchester Series seeks as high a current
income as possible by investing in rated and unrated corporate bonds, U.S.
government securities and commercial paper. Capital Reserves Series seeks a high
stable level of current income while minimizing fluctuations in principal 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. Growth Opportunities Series seeks long-term capital
appreciation by investing its assets in a diversified portfolio of securities
exhibiting the potential for significant growth. 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. Select 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.
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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.
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.
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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.
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.
(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.
<PAGE>
(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 No. 1 (February 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
incorporated into this filing by reference to Post-Effective Amendment No. 31
filed December 23, 1999.
(8) Form of Amendment No. 2 (September 2000) to Exhibit A of the
Investment Management Agreement (December 1999) between the Registrant and
Delaware Management Company (adding The Large-Cap Growth Equity Portfolio) is
attached as an Exhibit.
(e) (1) Distribution Agreements
(i) Form of Distribution Agreement (December 1999) between
Delaware Distributors, L.P. and the Registrant on behalf of The Real Estate
Investment Trust Portfolio is attached as an Exhibit.
(ii) Form of Distribution Agreement (December 1999) between
Delaware Distributors, L.P. and the Registrant on behalf of each Portfolio
(other than The Real Estate Investment Trust Portfolio) is attached as an
Exhibit.
(iii) Form of Amendment No. 1 (February 2000) to Schedule A of
the Distribution Agreement on behalf of each Portfolio (other than The Real
Estate Investment Trust Portfolio) is attached as an Exhibit.
(iv) Form of Amendment No. 2 (September 2000) to Schedule A of
the Distribution Agreement on behalf of each Portfolio (other than The Real
Estate Investment Trust Portfolio) is attached as an Exhibit.
(2) Administration and Service Agreement. Form of Administration
and Service Agreement (as amended November 1995) (Module) incorporated into this
filing by reference to Post-Effective Amendment No. 17 filed August 1, 1997.
(3) Dealer's Agreement. Dealer's Agreement (as amended November
1995) (Module) incorporated into this filing by reference to Post-Effective
Amendment No. 17 filed August 1, 1997.
(4) Mutual Fund Agreement for the Delaware Group of Funds (as
amended November 1995) (Module) incorporated into this filing by reference to
Post-Effective Amendment No. 17 filed August 1, 1997.
(f) Bonus, Profit Sharing, Pension Contracts
(1) Amended and Restated Profit Sharing Plan (November 17, 1994)
incorporated into this filing by reference to Post-Effective Amendment No. 8
filed September 15, 1995.
<PAGE>
(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) Form of Custodian Agreement (December 1999) between the
Registrant and The Chase Manhattan Bank incorporated into this filing by
reference to Post-Effective Amendment No. 12 filed August 23, 1996.
(i) Form of Amendment to the Custodian Agreement (December
1999) between the Registrant and The Chase Manhattan Bank incorporated into this
filing by reference to Post-Effective Amendment No. 21 filed December 23, 1997.
(2) Form of Securities Lending Agreement (December 1999) 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) Form of letter to add The All-Cap Growth Equity Portfolio
(February 2000) to the Custodian Agreement between the Registrant and The Chase
Manhattan Bank is incorporated into this filing by reference to Post-Effective
Amendment No. 31 filed December 23, 1999.
(4) Form of letter to add The Large-Cap Growth Equity Portfolio
(September 2000) to the Custodian Agreement between the Registrant and The Chase
Manhattan Bank is attached as an Exhibit.
(h) Other Material Contracts
(1) Form of Shareholders Services Agreement (December 1999) between
Delaware Service Company, Inc. and the Registrant on behalf of each Portfolio is
attached as an Exhibit.
(i) Form of Amendment No. 1 (February 2000) to Exhibit A of
the Shareholder Services Agreement is attached as an Exhibit.
(ii) Form of Amendment No. 2 (September 2000) to Exhibit A of
the Shareholder Services Agreement is attached as an Exhibit.
(2) Form of Delaware Investments Family of Funds Fund Accounting
Agreement (December 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. 16 filed May 23, 1997.
(i) Form of Amendment No. 21 (February 2000) to Delaware
Investments Family of Funds Fund Accounting Agreement is incorporated into this
filing by reference to Post-Effective Amendment No. 31 filed December 23, 1999.
(ii) Form of Amendment No. 23 (September 2000) to Delaware
Investments Family of Funds Fund Accounting Agreement is attached as an Exhibit.
(i) Legal Opinion. Attached as Exhibit.
(j) Consent of Auditors. To be filed by Amendment.
(k) Inapplicable.
(l) Inapplicable.
<PAGE>
(m) Plan Under Rule 12b-1
(1) Form of 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) Form of 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.
(3) Form of 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) Form of Amendment to Appendix A to Rule 18f-3 Plan incorporated
into this filing by reference to Post-Effective Amendment No. 20 filed October
24, 1997.
(o) Inapplicable.
(p) Code of Ethics. Attached as an Exhibit.
(q) 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, Inc.,
Voyageur Colorado Insured Municipal Income Fund, Inc., Voyageur
Florida Insured Municipal Income Fund, Voyageur Minnesota Municipal
Fund, Voyageur Minnesota Municipal Fund II, Inc. and Voyageur
Minnesota Municipal Fund III, Inc.). 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.
<PAGE>
The following persons serving as officers of the Manager have held
the following positions during the past two years. The business address of each
is 1818 Market Street, Philadelphia, PA 19103.
<TABLE>
<CAPTION>
---------------------------- -----------------------------------------------------------------------------------------------
Name and Principal Positions and Offices with Delaware Management Company and its affiliates and other Positions
Business Address* and Offices Held
---------------------------- -----------------------------------------------------------------------------------------------
<S> <C>
Charles E. Haldeman, Jr. Chief Executive Officer of Delaware Management Company (a series of Delaware Management
Business Trust); President, Chief Executive Officer and Director of Delaware Management
Holdings, Inc.; Chief Executive Officer and Director of DMH Corp.; Chief Executive Officer
and Director of Delvoy, Inc.; Chief Executive Officer and Director of Delaware Management
Company, Inc.; Chief Executive Officer and Trustee of Delaware Management Business Trust,
Director of Delaware Service Company, Inc.; Director of Delaware Capital Management; Director
of Retirement Financial Services, Inc.; Director of Delaware Distributors, Inc.; Chairman and
Director of Delaware International Advisers Ltd; Chief Executive Officer of Delaware General
Management, Inc.
---------------------------- -----------------------------------------------------------------------------------------------
David K. Downes President of Delaware Management Company (a series of Delaware Management Business Trust);
President and Director of Delaware Management Company, Inc.; 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.;
President, Chief Operating Officer and Director of Delaware General Management, Inc.;
Chairman and Director of Delaware Management Trust Company; Chairman and Director of
Retirement Financial Services, Inc.; Executive Vice President, Chief Operating Officer, Chief
Financial Officer of Delaware Management Holdings, Inc.; Executive Vice President, Chief
Operating Officer, Chief Financial Officer of Founders CBO Corporation; Executive Vice
President, Chief Operating Officer, Chief Financial Officer of Delaware Investment Advisers
(a series of Delaware Management Business Trust); Executive Vice President, Chief Operating
Officer, Chief Financial Officer and Trustee/Director of DMH Corp.; Executive Vice President,
Chief Operating Officer, Chief Financial Officer and Trustee/Director of Delaware
Distributors, Inc.; Executive Vice President, Chief Operating Officer, Chief Financial
Officer and Trustee/Director of Delaware Distributors, L.P.; Executive Vice President, Chief
Operating Officer, Chief Financial Officer and Trustee/Director of Founders Holdings, Inc.;
Executive Vice President, Chief Operating Officer, Chief Financial Officer and
Trustee/Director of Delvoy, Inc.; Executive Vice President, Chief Operating Officer, Chief
Financial Officer and Trustee/Director of Delaware Management Business Trust; Director of
Delaware International Advisers Ltd.; President, Chief Executive Officer, Chief Financial
Officer and Trustee/Director of each fund in the Delaware Investments family.
Chief Executive Officer and Director of Forewarn, Inc. since 1993, 8 Clayton Place, Newtown
Square, PA.
---------------------------- -----------------------------------------------------------------------------------------------
John C. E. Campbell Executive Vice President/Global Marketing and Client Services of Delaware Management Company
(a series of Delaware Management Business Trust); Executive Vice President/Global Marketing
and Client Services of Delaware Investment Advisers (a series of Delaware Management Business
Trust); Director of Delaware International Advisers Ltd.
---------------------------- -----------------------------------------------------------------------------------------------
William E. Dodge (2) Executive Vice President and Chief Investment Officer, DMC - Equity of Delaware Management
Company (a series of Delaware Management Business Trust); Executive Vice President of
Delaware Management Business Trust; President and Chief Investment Officer, DIA - Equity of
Delaware Investment Advisers (a series of Delaware Management Business Trust); Executive Vice
President of Delaware Capital Management, Inc.
---------------------------- -----------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
---------------------------- -----------------------------------------------------------------------------------------------
Name and Principal Positions and Offices with Delaware Management Company and its affiliates and other Positions
Business Address* and Offices Held
---------------------------- -----------------------------------------------------------------------------------------------
<S> <C>
Richard J. Flannery Executive Vice President and General Counsel of Delaware Management Company (a series of
Delaware Management Business Trust); Executive Vice President and General Counsel of
Delaware Management Holdings, Inc.; Executive Vice President and General Counsel of Delaware
Investment Advisers (a series of Delaware Management Business Trust); Executive Vice
President and General Counsel of Founders CBO Corporation; Executive Vice President/General
Counsel and Director/Trustee of Delaware International Holdings Ltd.; Executive Vice
President/General Counsel and Director/Trustee of Founders Holdings, Inc.; Executive Vice
President/General Counsel and Director/Trustee of Delvoy, Inc.; Executive Vice
President/General Counsel and Director/Trustee of DMH Corp.; Executive Vice
President/General Counsel and Director/Trustee of Delaware Management Company, Inc.;
Executive Vice President/General Counsel and Director/Trustee of Delaware Management
Business Trust; Executive Vice President/General Counsel and Director/Trustee of Delaware
Service Company, Inc.; Executive Vice President/General Counsel and Director/Trustee of
Delaware Capital Management, Inc.; Executive Vice President/General Counsel and
Director/Trustee of Retirement Financial Services, Inc.; Executive Vice President/General
Counsel and Director/Trustee of Delaware Distributors, Inc.; Executive Vice
President/General Counsel and Director/Trustee of Delaware Distributors, L.P.; Executive
Vice President/General Counsel and Director/Trustee of Delaware Management Trust Company;
Executive Vice President/General Counsel and Director/Trustee of Delaware General
Management, Inc.; Director of Delaware International Advisers Ltd.; Director of HYPPCO
Finance Company Ltd.; Executive Vice President and General Counsel of each fund in the
Delaware Investments family
Limited Partner of Stonewall Links, L.P. since 1991, Bulltown Rd., Elverson, PA; Director and
Member of Executive Committee of Stonewall Links, Inc. since 1991, Bulltown Rd., Elverson, PA
---------------------------- -----------------------------------------------------------------------------------------------
Richard G. Unruh Executive Vice President/Chief Investment Officer of Delaware Management Company (a series of
Delaware Management Business Trust); Chief Executive Officer/Chief Investment Officer of
Delaware Investment Advisers (a series of Delaware Management Business Trust); Executive Vice
President and Director/Trustee of Delaware Management Business Trust; Executive Vice
President of Delaware Management Holdings, Inc.; Executive Vice President of Delaware Capital
Management, Inc.; Director of Delaware International Advisers Ltd.; Executive Vice President
and Chief Investment Officer, Equity for each fund in the Delaware Investments family.
Board of Directors, Chairman of Finance Committee, Keystone Insurance Company since 1989,
2040 Market Street, Philadelphia, PA; Board of Directors, Chairman of Finance Committee, AAA
Mid Atlantic, Inc. since 1989, 2040 Market Street, Philadelphia, PA; Board of Directors,
Metron, Inc. since 1995, 11911 Freedom Drive, Reston, VA
---------------------------- -----------------------------------------------------------------------------------------------
Douglas L. Anderson Senior Vice President/Operations of Delaware Management Company (a series of Delaware
Management Business Trust); Senior Vice President/Operations of Delaware Service Company,
Inc.; Senior Vice President/Operations of Retirement Financial Services, Inc.; Senior Vice
President/Operations and Director of Delaware Management Trust Company.
---------------------------- -----------------------------------------------------------------------------------------------
Michael P. Bishof Senior Vice President/Investment Accounting of Delaware Management Company (a series of
Delaware Management Business Trust); Senior Vice President/Investment Accounting of Delaware
Service Company, Inc.; Senior Vice President/Investment Accounting of Delaware Capital
Management, Inc.; Senior Vice President/Investment Accounting of Delaware Distributors, L.P.;
Senior Vice President/Investment Accounting of Founders Holdings, Inc.; Senior Vice President
and Treasurer/ Investment Accounting of Delaware Investment Advisers (a series of Delaware
Management Business Trust); Senior Vice President/Manager of Investment Accounting of
Delaware International Holdings, Inc.; Senior Vice President and Assistant Treasurer of
Founders CBO Corporation; Senior Vice President and Treasurer of each fund in the Delaware
Investments family.
---------------------------- -----------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
---------------------------- -----------------------------------------------------------------------------------------------
Name and Principal Positions and Offices with Delaware Management Company and its affiliates and other Positions
Business Address* and Offices Held
---------------------------- -----------------------------------------------------------------------------------------------
<S> <C>
---------------------------- -----------------------------------------------------------------------------------------------
Lisa O. Brinkley Senior Vice President/Compliance Director of Delaware Management Company (a series of
Delaware Management Business Trust); Senior Vice President/Compliance Director of Delaware
Management Holdings, Inc.; Senior Vice President/Compliance Director of DMH Corp.; Senior
Vice President/Compliance Director of Delvoy, Inc.; Senior Vice President/Compliance Director
of Delaware Management Company, Inc.; Senior Vice President/Compliance Director of Delaware
Management Business Trust; Senior Vice President/Compliance Director of Delaware Investment
Advisers (a series of Delaware Management Business Trust); Senior Vice President/Compliance
Director of Delaware Service Company, Inc.; Senior Vice President/Compliance Director of
Delaware Capital Management, Inc.; Senior Vice President/Compliance Director of Retirement
Financial Services, Inc.; Senior Vice President/Compliance Director and Assistant Secretary
of Delaware Management Trust Company; Senior Vice President/Compliance Director of Delaware
Distributors, Inc.; Senior Vice President/Compliance Director of Delaware Distributors, L.P.;
Senior Vice President/Compliance Director of Delaware General Management, Inc.; Senior Vice
President/Compliance Director of each fund in the Delaware Investments family.
---------------------------- -----------------------------------------------------------------------------------------------
Robert J. DiBraccio Senior Vice President/Head of Equity Trading of Delaware Management Company (a series of
Delaware Management Business Trust); Senior Vice President/Head of Equity Trading of Delaware
Investment Advisers (a series of Delaware Management Business Trust); Senior Vice
President/Head of Equity Trading of Delaware Capital Management, Inc.
---------------------------- -----------------------------------------------------------------------------------------------
John B. Fields Senior Vice President/Senior Portfolio Manager of Delaware Management Company (a series of
Delaware Management Business Trust); Trustee of Delaware Management Business Trust; Senior
Vice President/Senior Portfolio Manager of Delaware Investment Advisers (a series of Delaware
Management Business Trust); Senior Vice President/Senior Portfolio Manager of Delaware
Capital Management, Inc.; Senior Vice President/Senior Portfolio Manager of each fund in the
Delaware Investments family.
---------------------------- -----------------------------------------------------------------------------------------------
Gerald S. Frey Senior Vice President/Senior Portfolio Manager of Delaware Management Company (a series of
Delaware Management Business Trust); Senior Vice President/Senior Portfolio Manager of
Delaware Investment Advisers (a series of Delaware Management Business Trust); Senior Vice
President/Senior Portfolio Manager of each fund in the Delaware Investments family.
---------------------------- -----------------------------------------------------------------------------------------------
Susan L. Hanson Senior Vice President/Global Marketing and Client Services of Delaware Management Company (a
series of Delaware Management Business Trust);Senior Vice President/Global Marketing and
Client Services of Delaware Investment Advisers (a series of Delaware Management Business
Trust)
---------------------------- -----------------------------------------------------------------------------------------------
Joseph H. Hastings Senior Vice President/Corporate Controller and Treasurer of Delaware Management Company (a
series of Delaware Management Business Trust); Senior Vice President/Corporate Controller and
Treasurer of Delaware Management Holdings, Inc.; Senior Vice President/Corporate Controller
and Treasurer of DMH Corp.; Senior Vice President/Corporate Controller and Treasurer of
Delaware Management Company, Inc.; Senior Vice President/Corporate Controller and Treasurer
of Delaware Distributors, L.P.; Senior Vice President/Corporate Controller and Treasurer of
Delaware Distributors, Inc.; Senior Vice President/Corporate Controller and Treasurer of
Delaware Service Company, Inc.; Senior Vice President/Corporate Controller and Treasurer of
Delaware Capital Management, Inc.; Senior Vice President/Corporate Controller and Treasurer
of Delaware International Holdings Ltd.; Senior Vice President/Corporate Controller and
Treasurer of Delvoy, Inc.; Senior Vice President/Corporate Controller and Treasurer of
Founders Holdings, Inc.; Senior Vice President/Corporate Controller and Treasurer of Delaware
Management Business Trust; Senior Vice President/Corporate Controller and Treasurer of
Delaware General Management, Inc.; 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; Senior
Vice President/Corporate Controller of Delaware Investment Advisers (a series of Delaware
Management Business Trust); Senior Vice President/Corporate Controller of each fund in the
Delaware Investments family.
---------------------------- -----------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
---------------------------- -----------------------------------------------------------------------------------------------
Name and Principal Positions and Offices with Delaware Management Company and its affiliates and other Positions
Business Address* and Offices Held
---------------------------- -----------------------------------------------------------------------------------------------
<S> <C>
Joanne O. Hutcheson Senior Vice President/Human Resources of Delaware Management Company (a series of Delaware
Management Business Trust); Senior Vice President/Human Resources of Delaware Management
Holdings, Inc.; Senior Vice President/Human Resources of DMH Corp.; Senior Vice
President/Human Resources of Delvoy, Inc.; Senior Vice President/Human Resources of
Delaware Management Company, Inc.; Senior Vice President/Human Resources of Delaware
Management Business Trust; Senior Vice President/Human Resources of Delaware Investment
Advisers (a series of Delaware Management Business Trust); Senior Vice President/Human
Resources of Delaware Service Company, Inc.; Senior Vice President/Human Resources of
Delaware Capital Management, Inc.; Senior Vice President/Human Resources of Delaware
Retirement Financial Services, Inc.; Senior Vice President/Human Resources of Delaware
Management Trust Company; Senior Vice President/Human Resources of Delaware Distributors,
Inc.; Senior Vice President/Human Resources of Delaware Distributors, L.P.; Senior Vice
President/Human Resources of Delaware General Management, Inc.; Senior Vice President/Human
Resources of each fund in the Delaware Investments family.
---------------------------- -----------------------------------------------------------------------------------------------
Karina J. Istvan Senior Vice President/Strategic Planning of Delaware Management Company (a series of Delaware
Management Business Trust); Senior Vice President/Strategic Planning of Delaware Management
Holdings, Inc.; Senior Vice President/Strategic Planning of Delaware Investment Advisers (a
series of Delaware Management Business Trust); Senior Vice President/Strategic Planning of
Delaware Service Company, Inc.; Senior Vice President/Strategic Planning of Delaware Capital
Management, Inc.; Senior Vice President/Strategic Planning of Retirement Financial Services,
Inc.; Senior Vice President/Strategic Planning of Delaware Management Trust Company; Senior
Vice President/Strategic Planning of Delaware Distributors, L.P.; Senior Vice
President/Strategic Planning of each fund in the Delaware Investments family.
---------------------------- -----------------------------------------------------------------------------------------------
Richelle S. Maestro Senior Vice President, Secretary and Deputy General Counsel of Delaware Management Company (a
series of Delaware Management Business Trust); Senior Vice President, Secretary and Deputy
General Counsel of Delaware Management Holdings, Inc.; Senior Vice President, Secretary and
Deputy General Counsel of DMH Corp.; Senior Vice President, Secretary and Deputy General
Counsel of Delvoy, Inc.; Senior Vice President, Secretary and Deputy General Counsel of
Delaware Management Company, Inc.; Senior Vice President, Secretary and Deputy General
Counsel of Delaware Management Business Trust; Senior Vice President, Secretary and Deputy
General Counsel of Delaware Investment Advisers (a series of Delaware Management Business
Trust); Senior Vice President, Secretary and Deputy General Counsel of Delaware Service
Company, Inc.; Senior Vice President, Secretary and Deputy General Counsel of Delaware
Capital Management, Inc.; Senior Vice President, Secretary and Deputy General Counsel of
Retirement Financial Services, Inc.; Senior Vice President, Secretary and Deputy General
Counsel of Delaware Distributors, Inc.; Senior Vice President, Secretary and Deputy General
Counsel of Delaware Distributors, L.P.; Senior Vice President and Secretary of Delaware
International Holdings Ltd.; Senior Vice President, Secretary and Deputy General Counsel of
Founders Holdings, Inc.; Secretary of Founders CBO Corporation; Senior Vice President,
Secretary and Deputy General Counsel of Delaware Management Trust Company; Senior Vice
President, Secretary and Deputy General Counsel of Delaware General Management, Inc.; Senior
Vice President, Assistant Secretary and Deputy General Counsel of each fund in the Delaware
Investments family.
General Partner of Tri-R Associates since 1989, 10001 Sandmeyer Lane, Philadelphia, PA.
---------------------------- -----------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
---------------------------- -----------------------------------------------------------------------------------------------
Name and Principal Positions and Offices with Delaware Management Company and its affiliates and other Positions
Business Address* and Offices Held
---------------------------- -----------------------------------------------------------------------------------------------
<S> <C>
Eric E. Miller Senior Vice President/Deputy General Counsel and Assistant Secretary of Delaware Management
Company (a series of Delaware Management Business Trust); Senior Vice President/Deputy
General Counsel and Assistant Secretary of Delaware Management Holdings, Inc.; Senior Vice
President/Deputy General Counsel and Assistant Secretary of DMH Corp.; Senior Vice
President/Deputy General Counsel and Assistant Secretary of Delvoy, Inc.; Senior Vice
President/Deputy General Counsel and Assistant Secretary of Delaware Management Company,
Inc.; Senior Vice President/Deputy General Counsel and Assistant Secretary of Delaware
Management Business Trust; Senior Vice President/Deputy General Counsel and Assistant
Secretary of Delaware Investment Advisers (a series of Delaware Management Business Trust);
Senior Vice President/Deputy General Counsel and Assistant Secretary of Delaware Service
Company, Inc.; Senior Vice President/Deputy General Counsel and Assistant Secretary of
Delaware Capital Management, Inc.; Senior Vice President/Deputy General Counsel and Assistant
Secretary of Retirement Financial Services, Inc.; Senior Vice President/Deputy General
Counsel and Assistant Secretary of Delaware Distributors, Inc.; Senior Vice President/Deputy
General Counsel and Assistant Secretary of Delaware Distributors, L.P.; Senior Vice
President/Deputy General Counsel and Assistant Secretary of Founders Holdings, Inc.; Senior
Vice President/Deputy General Counsel and Assistant Secretary of Delaware General Management,
Inc.; Senior Vice President/Deputy General Counsel and Secretary of each fund in Delaware
Investments.
---------------------------- -----------------------------------------------------------------------------------------------
Paul M. Ross Senior Vice President/Global Marketing and Client Services of Delaware Management Company (a
series of Delaware Management Business Trust); Senior Vice President/Global Marketing and
Client Services of Delaware Investment Advisers (a series of Delaware Management Business
Trust)
---------------------------- -----------------------------------------------------------------------------------------------
James L. Shields Senior Vice President, Chief Information Officer of Delaware Management Company (a series of
Delaware Management Business Trust); Senior Vice President, Chief Information Officer of
Delaware Investment Advisers (a series of Delaware Management Business Trust); Senior Vice
President, Chief Information Officer of Delaware Service Company, Inc.; Senior Vice
President, Chief Information Officer of Delaware Capital Management Company, Inc.; Senior
Vice President, Chief Information Officer of Retirement Financial Services, Inc.; Senior Vice
President, Chief Information Officer of Delaware Distributors, L.P.
---------------------------- -----------------------------------------------------------------------------------------------
Gary T. Abrams Vice President/Equity Trader of Delaware Management Company (a series of Delaware Management
Business Trust); Vice President/Equity Trader of Delaware Investment Advisers (a series of
Delaware Management Business Trust)
---------------------------- -----------------------------------------------------------------------------------------------
Christopher S. Adams Vice President/Equity Analyst of Delaware Management Company (a series of Delaware Management
Business Trust); Vice President/Equity Analyst of Delaware Investment Advisers (a series of
Delaware Management Business Trust)
---------------------------- -----------------------------------------------------------------------------------------------
Damon J. Andres Vice President/Portfolio Manager of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Portfolio Manager of Delaware Investment Advisers
(a series of Delaware Management Business Trust); Vice President/Portfolio Manager of
Delaware Capital Management, Inc.; Vice President/Portfolio Manager of each fund in the
Delaware Investments family.
---------------------------- -----------------------------------------------------------------------------------------------
Robert L. Arnold Vice President/Senior Portfolio Manager of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Senior Portfolio Manager of Delaware Investment
Advisers (a series of Delaware Management Business Trust); Vice President/Senior Portfolio
Manager of Delaware Capital Management, Inc., Vice President/Senior Portfolio Manager of each
fund in the Delaware Investments family.
---------------------------- -----------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
---------------------------- -----------------------------------------------------------------------------------------------
Name and Principal Positions and Offices with Delaware Management Company and its affiliates and other Positions
Business Address* and Offices Held
---------------------------- -----------------------------------------------------------------------------------------------
<S> <C>
Marshall T. Bassett Vice President/Portfolio Manager of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Portfolio Manager of Delaware Investment Advisers
(a series of Delaware Management Business Trust); Vice President/Portfolio Manager of each
fund in the Delaware Investments family.
---------------------------- -----------------------------------------------------------------------------------------------
Christopher S. Beck Vice President/Senior Portfolio Manager of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Senior Portfolio Manager of Delaware Investment
Advisers (a series of Delaware Management Business Trust); Vice President/Senior Portfolio
Manager of each fund in the Delaware Investments family.
Trustee of New Castle County Pension Board since October 1992, Wilmington DE.
---------------------------- -----------------------------------------------------------------------------------------------
Richard E. Biester Vice President/Trading Operations of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Trading Operations of Delaware Investment Advisers
(a series of Delaware Management Business Trust)
---------------------------- -----------------------------------------------------------------------------------------------
Vincent A. Brancaccio Vice President/Senior Equity Trader of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Senior Equity Trader of Delaware Investment
Advisers (a series of Delaware Management Business Trust)
---------------------------- -----------------------------------------------------------------------------------------------
Michael P. Buckley Vice President/Portfolio Manager and Senior Municipal Bond Analyst of Delaware Management
Company (a series of Delaware Management Business Trust); Vice President/Portfolio Manager
and Senior Municipal Bond Analyst of Delaware Investment Advisers (a series of Delaware
Management Business Trust); Vice President/Portfolio Manager and Senior Municipal Bond
Analyst of each fund in the Delaware Investments family
---------------------------- -----------------------------------------------------------------------------------------------
MaryEllen M. Carrozza Vice President/Client Services of Delaware Management Company (a series of Delaware
Management Business Trust);Vice President/Client Services of Delaware Investment Advisers (a
series of Delaware Management Business Trust); Vice President/Client Services of Delaware
Distributors, Inc.; Vice President/Client Services of Delaware General Management, Inc.; Vice
President/Client Services of each fund in the Delaware Investments family.
---------------------------- -----------------------------------------------------------------------------------------------
Stephen R. Cianci Vice President/Portfolio Manager of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Portfolio Manager of Delaware Investment Advisers
(a series of Delaware Management Business Trust); Vice President/Portfolio Manager of each
fund in the Delaware Investments family.
---------------------------- -----------------------------------------------------------------------------------------------
Mitchell L. Conery Vice President/Senior Portfolio Manager of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Senior Portfolio Manager of Delaware Investment
Advisers (a series of Delaware Management Business Trust); Vice President/Senior Portfolio
Manager of each fund in the Delaware Investments family.
---------------------------- -----------------------------------------------------------------------------------------------
Timothy G. Connors Vice President/Senior Portfolio Manager of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Senior Portfolio Manager of Delaware Investment
Advisers (a series of Delaware Management Business Trust); Vice President/Senior Portfolio
Manager for each fund in the Delaware Investments family
---------------------------- -----------------------------------------------------------------------------------------------
Patrick P. Coyne Vice President/Senior Portfolio Manager of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Senior Portfolio Manager of Delaware Investment
Advisers (a series of Delaware Management Business Trust); Vice President/Senior Portfolio
Manager of Delaware Capital Management, Inc.; Vice President/Senior Portfolio Manager of each
fund in the Delaware Investments family.
---------------------------- -----------------------------------------------------------------------------------------------
George E. Deming Vice President/Senior Portfolio Manager of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Senior Portfolio Manager of Delaware Investment
Advisers (a series of Delaware Management Business Trust); Director of Delaware International
Advisers Ltd; Vice President/Senior Portfolio Manager of each fund in the Delaware
Investments family.
---------------------------- -----------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
---------------------------- -----------------------------------------------------------------------------------------------
Name and Principal Positions and Offices with Delaware Management Company and its affiliates and other Positions
Business Address* and Offices Held
---------------------------- -----------------------------------------------------------------------------------------------
<S> <C>
James P. Dokas Vice President/Senior Portfolio Manager of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Senior Portfolio Manager of Delaware Investment
Advisers (a series of Delaware Management Business Trust); Vice President/Senior Portfolio
Manager of each fund in the Delaware Investments family.
---------------------------- -----------------------------------------------------------------------------------------------
Michael J. Dugan Vice President/Senior Portfolio Manager of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Senior Portfolio Manager of Delaware Investment
Advisers (a series of Delaware Management Business Trust); Vice President/Senior Portfolio
Manager of each fund in the Delaware Investments family.
---------------------------- -----------------------------------------------------------------------------------------------
Roger A. Early Vice President/Senior Portfolio Manager of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Senior Portfolio Manager of Delaware Investment
Advisers (a series of Delaware Management Business Trust); Vice President/Senior Portfolio
Manager of each fund in the Delaware Investments family.
---------------------------- -----------------------------------------------------------------------------------------------
Joel A. Ettinger Vice President/Taxation of Delaware Management Company (a series of Delaware Management
Business Trust);Vice President/Taxation of Delaware Management Holdings, Inc.; Vice
President/Taxation of DMH Corp.; Vice President/Taxation of Delvoy, Inc.; Vice
President/Taxation of Delaware Management Company, Inc.; Vice President/Taxation of Delaware
Management Business Trust; Vice President/Taxation of Delaware Investment Advisers (a series
of Delaware Management Business Trust);Vice President/Taxation of Delaware Service Company,
Inc.; Vice President/Taxation of Delaware Capital Management, Inc.; Vice President/Taxation
of Retirement Financial Services, Inc.; Vice President/Taxation of Delaware Distributors,
Inc.; Vice President/Taxation of Delaware Distributors, L.P.; Vice President/Taxation of
Founders Holdings, Inc.; Vice President/Taxation of Founders CBO Corporation; Vice
President/Taxation of Delaware General Management, Inc.; Vice President/Taxation of each fund
in the Delaware Investments family.
---------------------------- -----------------------------------------------------------------------------------------------
Joseph Fiorilla Vice President/Senior Business Analyst of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Senior Business Analyst of Delaware Investment
Advisers (a series of Delaware Management Business Trust)
---------------------------- -----------------------------------------------------------------------------------------------
Charles E. Fish Vice President/Senior Equity Trader of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Senior Equity Trader of Delaware Investment
Advisers (a series of Delaware Management Business Trust)
---------------------------- -----------------------------------------------------------------------------------------------
James A. Furgele Vice President/Investment Accounting of Delaware Management Company (a series of Delaware
Management Business Trust);Vice President/Investment Accounting of Delaware Investment
Advisers (a series of Delaware Management Business Trust); Vice President/Investment
Accounting of Delaware Service Company, Inc.; Vice President/Investment Accounting of each
fund in the Delaware Investments family.
---------------------------- -----------------------------------------------------------------------------------------------
Thomas C. Gariepy Vice President/Director of Corporate Communications of Delaware Management Company (a series
of Delaware Management Business Trust); Vice President/Director of Corporate Communications
of Delaware Investment Advisers (a series of Delaware Management Business Trust)
---------------------------- -----------------------------------------------------------------------------------------------
Stuart M. George Vice President/Equity Trading of Delaware Management Company (a series of Delaware Management
Business Trust);Vice President/Equity Trading of Delaware Investment Advisers (a series of
Delaware Management Business Trust).
---------------------------- -----------------------------------------------------------------------------------------------
Andrea Giles Vice President/Portfolio Manager of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Portfolio Manager of Delaware Investment Advisers
(a series of Delaware Management Business Trust); Vice President/Portfolio Manager of
Delaware Capital Management, Inc.; Vice President/Portfolio Manager of each fund in the
Delaware Investments family
---------------------------- -----------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
---------------------------- -----------------------------------------------------------------------------------------------
Name and Principal Positions and Offices with Delaware Management Company and its affiliates and other Positions
Business Address* and Offices Held
---------------------------- -----------------------------------------------------------------------------------------------
<S> <C>
Barry Gladstein Vice President/Business Manager -- Equity of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Business Manager -- Equity of Delaware Investment
Advisers (a series of Delaware Management Business Trust)
---------------------------- -----------------------------------------------------------------------------------------------
Paul Grillo Vice President/Portfolio Manager of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Portfolio Manager of Delaware Investment Advisers
(a series of Delaware Management Business Trust); Vice President/Portfolio Manager of
Delaware Capital Management, Inc.; Vice President/Portfolio Manager of each fund in the
Delaware Investments family.
---------------------------- -----------------------------------------------------------------------------------------------
Brian T. Hannon Vice President/Equity Analyst of Delaware Management Company (a series of Delaware Management
Business Trust); Vice President/Equity Analyst of Delaware Investment Advisers (a series of
Delaware Management Business Trust)
---------------------------- -----------------------------------------------------------------------------------------------
John A. Heffern Vice President/Portfolio Manager of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Portfolio Manager of Delaware Investment Advisers
(a series of Delaware Management Business Trust); Vice President/Portfolio Manager of each
fund in the Delaware Investments family.
---------------------------- -----------------------------------------------------------------------------------------------
Stuart N. Hosansky Vice President/Senior Credit Analyst of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Senior Credit Analyst of Delaware Investment
Advisers (a series of Delaware Management Business Trust); Vice President/ Senior Credit
Analyst of each fund in the Delaware Investments family
---------------------------- -----------------------------------------------------------------------------------------------
Francis J. Houghton, Jr. Vice President/Senior Portfolio Manager of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Senior Portfolio Manager of Delaware Investment
Advisers (a series of Delaware Management Business Trust); Vice President/Senior Portfolio
Manager of each fund in the Delaware Investments family.
---------------------------- -----------------------------------------------------------------------------------------------
Elizabeth H. Howell Vice President/Senior Portfolio Manager of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Senior Portfolio Manager of Delaware Investment
Advisers (a series of Delaware Management Business Trust); Vice President/Senior Portfolio
Manager of each fund in the Delaware Investments family.
---------------------------- -----------------------------------------------------------------------------------------------
Jeffrey Hynoski Vice President/Portfolio Manager of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Portfolio Manager of Delaware Investment Advisers
(a series of Delaware Management Business Trust); Vice President/Portfolio Manager of each
fund in the Delaware Investments family.
---------------------------- -----------------------------------------------------------------------------------------------
Cynthia Isom Vice President/Portfolio Manager of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Portfolio Manager of Delaware Investment Advisers
(a series of Delaware Management Business Trust); Vice President/Portfolio Manager of each
fund in the Delaware Investments family.
---------------------------- -----------------------------------------------------------------------------------------------
John B. Jares Vice President/Senior Portfolio Manager of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Senior Portfolio Manager of Delaware Investment
Advisers (a series of Delaware Management Business Trust); Vice President/Senior Portfolio
Manager of each fund in the Delaware Investments family.
---------------------------- -----------------------------------------------------------------------------------------------
Audrey E. Kohart Vice President/Assistant Controller, Corporate Accounting of Delaware Management Company (a
series of Delaware Management Business Trust); Vice President/Assistant Controller, Corporate
Accounting of Delaware Investment Advisers (a series of Delaware Management Business Trust)
---------------------------- -----------------------------------------------------------------------------------------------
Steven T. Lampe Vice President/Portfolio Manager of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Portfolio Manager of Delaware Investment Advisers
(a series of Delaware Management Business Trust); Vice President/Portfolio Manager of
Delaware Capital Management, Inc.; Vice President/Portfolio Manager of each fund in the
Delaware Investments family.
---------------------------- -----------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
---------------------------- -----------------------------------------------------------------------------------------------
Name and Principal Positions and Offices with Delaware Management Company and its affiliates and other Positions
Business Address* and Offices Held
---------------------------- -----------------------------------------------------------------------------------------------
<S> <C>
Philip Y. Lin Vice President, Assistant Secretary and Associate General Counsel of Delaware Management
Company (a series of Delaware Management Business Trust); Vice President, Assistant Secretary
and Associate General Counsel of Delaware Investment Advisers (a series of Delaware
Management Business Trust);Vice President, Assistant Secretary and Associate General Counsel
of Delaware Service Company, Inc.; Vice President, Assistant Secretary and Associate General
Counsel of Delaware Capital Management, Inc.; Vice President, Assistant Secretary and
Associate General Counsel of Retirement Financial Services, Inc.; Vice President, Assistant
Secretary and Associate General Counsel of Delaware Management Trust Company; Vice President,
Assistant Secretary and Associate General Counsel of Delaware Distributors, L.P.; Vice
President, Assistant Secretary and Associate General Counsel of each fund in the Delaware
Investments family.
---------------------------- -----------------------------------------------------------------------------------------------
Michael D. Mabry Vice President, Assistant Secretary and Associate General Counsel of Delaware Management
Company (a series of Delaware Management Business Trust); Vice President, Assistant Secretary
and Associate General Counsel of Delaware Management Holdings, Inc.; Vice President,
Assistant Secretary and Associate General Counsel of Delvoy, Inc.; Vice President, Assistant
Secretary and Associate General Counsel of Delaware Investment Advisers (a series of Delaware
Management Business Trust);Vice President, Assistant Secretary and Associate General Counsel
of Delaware Service Company, Inc.; Vice President, Assistant Secretary and Associate General
Counsel of Delaware Capital Management, Inc.; Vice President, Assistant Secretary and
Associate General Counsel of Retirement Financial Services, Inc.; Vice President, Assistant
Secretary and Associate General Counsel of Delaware Distributors, L.P.; Vice President,
Assistant Secretary and Associate General Counsel of each fund in the Delaware Investments
family.
---------------------------- -----------------------------------------------------------------------------------------------
Paul A. Matlack Vice President/Senior Portfolio Manager of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Senior Portfolio Manager of Delaware Investment
Advisers (a series of Delaware Management Business Trust); Vice President/Senior Portfolio
Manager of Founders Holdings, Inc., President and Director of Founders CBO Corporation; Vice
President/Senior Portfolio Manager of each fund in the Delaware Investments family.
---------------------------- -----------------------------------------------------------------------------------------------
Andrew M. McCullagh, Jr. Vice President/Senior Portfolio Manager of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Senior Portfolio Manager of Delaware Investment
Advisers (a series of Delaware Management Business Trust); Vice President/Senior Portfolio
Manager of each fund in the Delaware Investments family.
---------------------------- -----------------------------------------------------------------------------------------------
Francis X Morris Vice President/Senior Portfolio Manager of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Senior Portfolio Manager of Delaware Investment
Advisers (a series of Delaware Management Business Trust); Vice President/Senior Portfolio
Manager of each fund in the Delaware Investments family.
---------------------------- -----------------------------------------------------------------------------------------------
Gerald T. Nichols Vice President/Senior Portfolio Manager of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Senior Portfolio Manager of Delaware Investment
Advisers (a series of Delaware Management Business Trust); Vice President/Senior Portfolio
Manager of Founders Holdings, Inc., Treasurer, Assistant Secretary and Director of Founders
CBO Corporation; Vice President/Senior Portfolio Manager of each fund in the Delaware
Investments family.
---------------------------- -----------------------------------------------------------------------------------------------
Robert A. Norton, Jr. Vice President/Equity Analyst of Delaware Management Company (a series of Delaware Management
Business Trust); Vice President/Equity Analyst of Delaware Investment Advisers (a series of
Delaware Management Business Trust).
---------------------------- -----------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
---------------------------- -----------------------------------------------------------------------------------------------
Name and Principal Positions and Offices with Delaware Management Company and its affiliates and other Positions
Business Address* and Offices Held
---------------------------- -----------------------------------------------------------------------------------------------
<S> <C>
David P. O'Connor Vice President, Assistant Secretary and Associate General Counsel of Delaware Management
Company (a series of Delaware Management Business Trust); Vice President, Assistant Secretary
and Associate General Counsel of Delaware Management Holdings, Inc.; Vice President,
Assistant Secretary and Associate General Counsel of Delvoy, Inc.; Vice President, Assistant
Secretary and Associate General Counsel of Delaware Investment Advisers (a series of Delaware
Management Business Trust);Vice President, Assistant Secretary and Associate General Counsel
of Delaware Service Company, Inc.; Vice President, Assistant Secretary and Associate General
Counsel of Delaware Capital Management, Inc.; Vice President, Assistant Secretary and
Associate General Counsel of Retirement Financial Services, Inc.; Vice President, Assistant
Secretary and Associate General Counsel of Delaware Distributors, L.P.; Vice President,
Assistant Secretary and Associate General Counsel of each fund in the Delaware Investments
family.
---------------------------- -----------------------------------------------------------------------------------------------
John J. O'Connor Vice President/Investment Accounting of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Investment Accounting/Assistant Treasurer of
Delaware Investment Advisers (a series of Delaware Management Business Trust); Vice
President/Investment Accounting of Delaware Service Company, Inc.; Vice President/Assistant
Treasurer of each fund in the Delaware Investments family
---------------------------- -----------------------------------------------------------------------------------------------
Donald G. Padilla Vice President/Assistant Controller/Assistant Treasurer of Delaware Management Company (a
series of Delaware Management Business Trust); Vice President/Assistant Controller/Assistant
Treasurer of DMH Corp.; Vice President/Assistant Controller/Assistant Treasurer of Delvoy,
Inc.; Vice President/Assistant Controller/Assistant Treasurer of Delaware Management Company,
Inc.; Vice President/Assistant Controller/Assistant Treasurer of Delaware Management Business
Trust; Vice President/Assistant Controller/Assistant Treasurer of Delaware Investment
Advisers (a series of Delaware Management Business Trust); Vice President/Assistant
Controller/Assistant Treasurer of Delaware Service Company, Inc.; Vice President/Assistant
Controller/Assistant Treasurer of Delaware Capital Management, Inc.; Vice President/Assistant
Controller/Assistant Treasurer of Retirement Financial Services, Inc.; Vice
President/Assistant Controller/Assistant Treasurer of Delaware Management Trust Company; Vice
President/Assistant Controller/Assistant Treasurer of Delaware Distributors, L.P.; Assistant
Vice President/Assistant Controller of Founders Holdings, Inc.; Vice President/Assistant
Controller/Assistant Treasurer of Delaware General Management, Inc.
---------------------------- -----------------------------------------------------------------------------------------------
Gary A. Reed Vice President/Senior Portfolio Manager of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Senior Portfolio Manager of Delaware Investment
Advisers (a series of Delaware Management Business Trust); Vice President/Senior Portfolio
Manager of Delaware Capital Management, Inc.; Vice President/Senior Portfolio Manager of each
fund in the Delaware Investments family.
---------------------------- -----------------------------------------------------------------------------------------------
Richard Salus Vice President/Assistant Controller of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Assistant Controller of Delaware Investment
Advisers (a series of Delaware Management Business Trust); Vice President/Assistant
Controller of Delaware Management Trust Company; Vice President/Assistant Controller of
Delaware Management Business Trust; Vice President/Assistant Controller of Delaware Service
Company, Inc.; Vice President/Assistant Controller of Delaware Capital Management, Inc.;
Vice President/Assistant Controller of Retirement Financial Services, Inc.; Vice
President/Assistant Controller of Delaware Distributors, L.P.; Vice President/Assistant
Controller of Delaware Distributors, Inc.; Vice President/Assistant Controller of Delaware
International Holdings Ltd.; Vice President/Assistant Controller of Delaware General
Management, Inc.
---------------------------- -----------------------------------------------------------------------------------------------
Vice President/Portfolio Manager of Delaware Management Company (a series of Delaware
Robert D. Schwartz Management Business Trust); Vice President/Portfolio Manager of Delaware Investment Advisers
(a series of Delaware Management Business Trust); Vice President/Portfolio Manager of each
fund in the Delaware Investments family.
---------------------------- -----------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
---------------------------- -----------------------------------------------------------------------------------------------
Name and Principal Positions and Offices with Delaware Management Company and its affiliates and other Positions
Business Address* and Offices Held
---------------------------- -----------------------------------------------------------------------------------------------
<S> <C>
Richard D. Seidel Vice President/Assistant Controller/Manager Payroll of Delaware Management Company (a series
of Delaware Management Business Trust); Vice President/Assistant Controller/Manager Payroll
of Delaware Investment Advisers (a series of Delaware Management Business Trust)
---------------------------- -----------------------------------------------------------------------------------------------
Michael T. Taggart Vice President/Facilities and Administration Services of Delaware Management Company (a
series of Delaware Management Business Trust); Vice President/Facilities and Administration
Services of Delaware Investment Advisers (a series of Delaware Management Business Trust);
Vice President/Facilities and Administration Services of Delaware Service Company, Inc.; Vice
President/Facilities and Administration Services of Delaware Distributors, L.P.
---------------------------- -----------------------------------------------------------------------------------------------
Thomas J. Trotman Vice President/Portfolio Manager of Delaware Management Company (a series of Delaware
Management Business Trust); Vice President/Portfolio Manager of Delaware Investment Advisers
(a series of Delaware Management Business Trust); Vice President/Portfolio Manager of each
fund in the Delaware Investments family.
---------------------------- -----------------------------------------------------------------------------------------------
Lori P. Wachs Vice President/Portfolio Manager of Delaware Management Company (a series of Delaware
Management Business Trust);Vice President/Portfolio Manager of Delaware Investment Advisers
(a series of Delaware Management Business Trust);Vice President/Portfolio Manager of each
fund in the Delaware Investments family.
---------------------------- -----------------------------------------------------------------------------------------------
Vice President/Portfolio Manager of Delaware Management Company (a series of Delaware
Rufus R. Winton Management Business Trust); Vice President/Portfolio Manager of Delaware Investment Advisers
(a series of Delaware Management Business Trust); Vice President/Portfolio Manager of each
fund in the Delaware Investments family.
---------------------------- -----------------------------------------------------------------------------------------------
</TABLE>
--------------------------------------------------------------------------------
(1) PRESIDENT AND DIRECTOR, Lincoln Investment Management, Inc. 1987 to
present. EXECUTIVE VICE PRESIDENT/CHIEF INVESTMENT OFFICER of Lincoln
National Corporation 1992 to present.
(2) PRESIDENT, DIRECTOR OF MARKETING AND SENIOR PORTFOLIO MANAGER, Marvin &
Palmer Associates, Wilmington, DE 1996-1998.
(3) EQUITY TRADER, Mitchell Hutchins Asset Management prior to 1999.
--------------------------------------------------------------------------------
(b) Delaware International Advisers Ltd. ("Delaware International")
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 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 and the positions they have held with the Registrant during the
past two fiscal years is provided below.
<TABLE>
<CAPTION>
--------------------------- -----------------------------------------------------------------------------------------------
Name and Principal Positions and Offices with Delaware International and its affiliates and other Positions and
Business Address Offices Held
---------------------------- -----------------------------------------------------------------------------------------------
<S> <C>
Charles E. Haldeman, Jr. Chief Executive Officer of Delaware Management Company (a series of Delaware Management
Business Trust); President, Chief Executive Officer and Director of Delaware Management
Holdings, Inc.; Chief Executive Officer and Director of DMH Corp.; Chief Executive Officer
and Director of Delvoy, Inc.; Chief Executive Officer and Director of Delaware Management
Company, Inc.; Chief Executive Officer and Trustee of Delaware Management Business Trust,
Director of Delaware Service Company, Inc.; Director of Delaware Capital Management; Director
of Retirement Financial Services, Inc.; Director of Delaware Distributors, Inc.; Chairman and
Director of Delaware International Advisers Ltd; Chief Executive Officer of Delaware General
Management, Inc.
--------------------------- -----------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
--------------------------- -----------------------------------------------------------------------------------------------
Name and Principal Positions and Offices with Delaware International and its affiliates and other Positions and
Business Address Offices Held
---------------------------- -----------------------------------------------------------------------------------------------
<S> <C>
**G Roger H. Kitson Vice Chairman and Director of Delaware International Advisers Ltd.
--------------------------- -----------------------------------------------------------------------------------------------
**David G. Tilles Managing Director and Chief Investment Officer of Delaware International Advisers Ltd.
--------------------------- -----------------------------------------------------------------------------------------------
**John Emberson Chief Operating Officer/Finance Director/Company Secretary/Compliance Officer and Director of
Delaware International Advisers Ltd.
--------------------------- -----------------------------------------------------------------------------------------------
**Clive A. Gillmore Senior Portfolio Manager and Deputy Managing Director of Delaware International Advisers Ltd.
--------------------------- -----------------------------------------------------------------------------------------------
**Elizabeth A. Desmond Senior Portfolio Manager/Regional Research Director and Director of Delaware International
Advisers Ltd.
--------------------------- -----------------------------------------------------------------------------------------------
**John Kirk Senior Portfolio Manager and Director of Delaware International Advisers Ltd.
--------------------------- -----------------------------------------------------------------------------------------------
**Nigel G. May Senior Portfolio Manager/Director of Investment Strategy and Director of Delaware
International Advisers Ltd.
--------------------------- -----------------------------------------------------------------------------------------------
**Christopher A. Moth Senior Portfolio Manager/Director of Investment Strategy and Director of Delaware
International Advisers Ltd.
--------------------------- -----------------------------------------------------------------------------------------------
**Hamish O. Parker Senior Portfolio Manager and Director of Delaware International Advisers Ltd.
--------------------------- -----------------------------------------------------------------------------------------------
**Robert Akester Senior Portfolio Manager of Delaware International Advisers Ltd.
--------------------------- -----------------------------------------------------------------------------------------------
**Fiona Barwick Senior Portfolio Manager of Delaware International Advisers Ltd.
--------------------------- -----------------------------------------------------------------------------------------------
**Joanna Bates Senior Portfolio Manager of Delaware International Advisers Ltd.
--------------------------- -----------------------------------------------------------------------------------------------
**Joshua Brooks Senior Portfolio Manager of Delaware International Advisers Ltd.
--------------------------- -----------------------------------------------------------------------------------------------
**Gavin A. Hall Senior Portfolio Manager of Delaware International Advisers Ltd.
--------------------------- -----------------------------------------------------------------------------------------------
**Hywel Morgan Senior Portfolio Manager of Delaware International Advisers Ltd.
--------------------------- -----------------------------------------------------------------------------------------------
**Richard J. Ginty Portfolio Manager of Delaware International Advisers Ltd.
--------------------------- -----------------------------------------------------------------------------------------------
**Darwati Hussain Portfolio Manager of Delaware International Advisers Ltd.
--------------------------- -----------------------------------------------------------------------------------------------
**R. Emma Lewis Portfolio Manager of Delaware International Advisers Ltd.
--------------------------- -----------------------------------------------------------------------------------------------
**Hugh A. Serjeant Portfolio Manager of Delaware International Advisers Ltd.
--------------------------- -----------------------------------------------------------------------------------------------
**Christopher Strom Portfolio Manager of Delaware International Advisers Ltd.
--------------------------- -----------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
--------------------------- -----------------------------------------------------------------------------------------------
Name and Principal Positions and Offices with Delaware International and its affiliates and other Positions and
Business Address Offices Held
---------------------------- -----------------------------------------------------------------------------------------------
<S> <C>
*David K. Downes Director of Delaware International Advisers Ltd.; President of Delaware Management Company (a
series of Delaware Management Business Trust); President and Director of Delaware Management
Company, Inc.; 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.; President, Chief Operating Officer and
Director of Delaware General Management, Inc.; Chairman and Director of Delaware Management
Trust Company; Chairman and Director of Retirement Financial Services, Inc.; Executive Vice
President, Chief Operating Officer, Chief Financial Officer of Delaware Management Holdings,
Inc.; Executive Vice President, Chief Operating Officer, Chief Financial Officer of Founders
CBO Corporation; Executive Vice President, Chief Operating Officer, Chief Financial Officer
of Delaware Investment Advisers (a series of Delaware Management Business Trust); Executive
Vice President, Chief Operating Officer, Chief Financial Officer and Trustee/Director of DMH
Corp.; Executive Vice President, Chief Operating Officer, Chief Financial Officer and
Trustee/Director of Delaware Distributors, Inc.; Executive Vice President, Chief Operating
Officer, Chief Financial Officer and Trustee/Director of Delaware Distributors, L.P.;
Executive Vice President, Chief Operating Officer, Chief Financial Officer and
Trustee/Director of Founders Holdings, Inc.; Executive Vice President, Chief Operating
Officer, Chief Financial Officer and Trustee/Director of Delvoy, Inc.; Executive Vice
President, Chief Operating Officer, Chief Financial Officer and Trustee/Director of Delaware
Management Business Trust; President, Chief Executive Officer, Chief Financial Officer and
Trustee/Director of each fund in the Delaware Investments family.
Chief Executive Officer and Director of Forewarn, Inc. since 1993, 8 Clayton Place, Newtown
Square, PA.
--------------------------- -----------------------------------------------------------------------------------------------
*John C.E. Campbell Director of Delaware International Advisers Ltd.; Executive Vice President/Global Marketing
and Client Services of Delaware Management Company (a series of Delaware Management Business
Trust); Executive Vice President/Global Marketing and Client Services of Delaware Investment
Advisers (a series of Delaware Management Business Trust)
--------------------------- -----------------------------------------------------------------------------------------------
*George E. Deming Director of Delaware International Advisers Ltd.; Vice President/Senior Portfolio Manager of
Delaware Management Company (a series of Delaware Management Business Trust); Vice
President/Senior Portfolio Manager of Delaware Investment Advisers (a series of Delaware
Management Business Trust); Vice President/Senior Portfolio Manager of each fund in the
Delaware Investments family.
--------------------------- -----------------------------------------------------------------------------------------------
*Richard J. Flannery Director of Delaware International Advisers Ltd.; Executive Vice President and General
Counsel of Delaware Management Company (a series of Delaware Management Business Trust);
Executive Vice President and General Counsel of Delaware Management Holdings, Inc.;
Executive Vice President and General Counsel of Delaware Investment Advisers (a series of
Delaware Management Business Trust); Executive Vice President and General Counsel of
Founders CBO Corporation; Executive Vice President/General Counsel and Director/Trustee of
Delaware International Holdings Ltd.; Executive Vice President/General Counsel and
Director/Trustee of Founders Holdings, Inc.; Executive Vice President/General Counsel and
Director/Trustee of Delvoy, Inc.; Executive Vice President/General Counsel and
Director/Trustee of DMH Corp.; Executive Vice President/General Counsel and Director/Trustee
of Delaware Management Company, Inc.; Executive Vice President/General Counsel and
Director/Trustee of Delaware Management Business Trust; Executive Vice President/General
Counsel and Director/Trustee of Delaware Service Company, Inc.; Executive Vice
President/General Counsel and Director/Trustee of Delaware Capital Management, Inc.;
Executive Vice President/General Counsel and Director/Trustee of Retirement Financial
Services, Inc.; Executive Vice President/General Counsel and Director/Trustee of Delaware
Distributors, Inc.; Executive Vice President/General Counsel and Director/Trustee of
Delaware Distributors, L.P.; Executive Vice President/General Counsel and Director/Trustee
of Delaware Management Trust Company; Executive Vice President/General Counsel and
Director/Trustee of Delaware General Management, Inc.; Director of HYPPCO Finance Company
Ltd.; Executive Vice President and General Counsel of each fund in the Delaware Investments
family.
Limited Partner of Stonewall Links, L.P. since 1991, Bulltown Rd., Elverson, PA; Director and
Member of Executive Committee of Stonewall Links, Inc. since 1991, Bulltown Rd., Elverson, PA
--------------------------- -----------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
--------------------------- -----------------------------------------------------------------------------------------------
Name and Principal Positions and Offices with Delaware International and its affiliates and other Positions and
Business Address Offices Held
---------------------------- -----------------------------------------------------------------------------------------------
<S> <C>
*Richard G. Unruh Director of Delaware International Advisers Ltd.; Executive Vice President/Chief Investment
Officer of Delaware Management Company (a series of Delaware Management Business Trust);
Chief Executive Officer/Chief Investment Officer of Delaware Investment Advisers (a series of
Delaware Management Business Trust); Executive Vice President and Director/Trustee of
Delaware Management Business Trust; Executive Vice President of Delaware Management Holdings,
Inc.; Executive Vice President of Delaware Capital Management, Inc.; Executive Vice President
and Chief Investment Officer, Equity for each fund in the Delaware Investments family.
Board of Directors, Chairman of Finance Committee, Keystone Insurance Company since 1989,
2040 Market Street, Philadelphia, PA; Board of Directors, Chairman of Finance Committee, AAA
Mid Atlantic, Inc. since 1989, 2040 Market Street, Philadelphia, PA; Board of Directors,
Metron, Inc. since 1995, 11911 Freedom Drive, Reston, VA
--------------------------- -----------------------------------------------------------------------------------------------
</TABLE>
* Business address of each is 1818 Market Street, Philadelphia, PA 19103.
** Business address of each is Third Floor, 80 Cheapside, London,
England EC2V 6EE.
(c) Lincoln Investment Management Company, Inc. serves as sub-adviser
to The Real Estate Investment Trust Portfolio and The Real Estate
Investment Trust Portfolio II. Lincoln Investment Management
Company, Inc. also serves as sub-adviser to Delaware Group Adviser
Funds 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 Business Positions and Offices with Lincoln Investment Management Company, Inc.
Address and its Affiliates and Other Positions and Offices Held
----------------------------------------- --------------------------------------------------------------------------------
<S> <C>
*David A. Berry Senior Vice President and Director of Lincoln Investment Management, 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
*Philip C. Byrde Vice President of Lincoln Investment Management, Inc.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name and Principal Business Positions and Offices with Lincoln Investment Management Company, Inc.
Address and its Affiliates and Other Positions and Offices Held
----------------------------------------- --------------------------------------------------------------------------------
<S> <C>
*Patrick R. Chasey Vice President of Lincoln Investment Management, Inc.
*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 of Lincoln Investment Management, Inc.
*Walter M. Korinke Vice President of Lincoln Investment Management, Inc.
*James M. Keefer Vice President, 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.
----------------------------------------- --------------------------------------------------------------------------------
* 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.
</TABLE>
<PAGE>
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:
<TABLE>
<CAPTION>
------------------------------------------ --------------------------------------- ----------------------------------------
Name and Principal Business Address* Positions and Offices with Underwriter Positions and Offices with Registrant
------------------------------------------ --------------------------------------- ----------------------------------------
<S> <C> <C>
Delaware Distributors, Inc. General Partner None
------------------------------------------ --------------------------------------- ----------------------------------------
Delaware Investment Advisers Limited Partner None
------------------------------------------ --------------------------------------- ----------------------------------------
Delaware Capital Management, Inc. Limited Partner None
------------------------------------------ --------------------------------------- ----------------------------------------
Mary R. Barneby Vice Chairman None
------------------------------------------ --------------------------------------- ----------------------------------------
Westley V. Thompson Vice Chairman None
------------------------------------------ --------------------------------------- ----------------------------------------
Bruce D. Barton President and Chief Executive Officer None
------------------------------------------ --------------------------------------- ----------------------------------------
David K. Downes Executive Vice President/Chief President/Chief Executive
Operating Officer/Chief Financial Officer/Chief Financial Officer
Officer
------------------------------------------ --------------------------------------- ----------------------------------------
Richard J. Flannery Executive Vice President/General Executive Vice President/General
Counsel Counsel
------------------------------------------ --------------------------------------- ----------------------------------------
Diane M. Anderson Senior Vice President/Retirement None
Operations
------------------------------------------ --------------------------------------- ----------------------------------------
Michael P. Bishof Senior Vice President/Investment Senior Vice President/Treasurer
Accounting
------------------------------------------ --------------------------------------- ----------------------------------------
Lisa O. Brinkley Senior Vice President/Compliance Senior Vice President/Compliance
Director Director
------------------------------------------ --------------------------------------- ----------------------------------------
Daniel J. Brooks III Senior Vice President/Sales Manager None
Director
------------------------------------------ --------------------------------------- ----------------------------------------
Larry Carr Senior Vice President/Variable None
Annuity Sales Manager Director
------------------------------------------ --------------------------------------- ----------------------------------------
Terrence P. Cunningham Senior Vice President/National Sales None
Director, Financial Institutions
------------------------------------------ --------------------------------------- ----------------------------------------
Douglas R. Glennon Senior Vice President/Regional None
Consultant Director
------------------------------------------ --------------------------------------- ----------------------------------------
Darryl S. Grayson Senior Vice President/Director, None
Internal Sales
------------------------------------------ --------------------------------------- ----------------------------------------
Joseph H. Hastings Senior Vice Senior Vice President/Corporate
President/Treasurer/Corporate Controller
Controller
------------------------------------------ --------------------------------------- ----------------------------------------
Joanne O. Hutcheson Senior Vice President/Human Resources Senior Vice President/Human Resources
------------------------------------------ --------------------------------------- ----------------------------------------
Karina J. Istvan Senior Vice President/Strategic Senior Vice President/Strategic
Planning Planning
------------------------------------------ --------------------------------------- ----------------------------------------
Stephen W. Long Senior Vice President/National Sales None
Director, Wirehouse and Wrap Channels
------------------------------------------ --------------------------------------- ----------------------------------------
Richelle S. Maestro Senior Vice President/Deputy General Senior Vice President/Deputy General
Counsel/Secretary Counsel/Assistant Secretary
------------------------------------------ --------------------------------------- ----------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------ --------------------------------------- ----------------------------------------
Name and Principal Business Address* Positions and Offices with Underwriter Positions and Offices with Registrant
------------------------------------------ --------------------------------------- ----------------------------------------
<S> <C> <C>
Mac McAulliffe Senior Vice President/ Sales Manager None
Director
------------------------------------------ --------------------------------------- ----------------------------------------
J. Chris Meyer Senior Vice President/Director, None
Product Management
------------------------------------------ --------------------------------------- ----------------------------------------
Eric E. Miller Senior Vice President/Deputy General Senior Vice President/Deputy General
Counsel/Assistant Secretary Counsel/Secretary
------------------------------------------ --------------------------------------- ----------------------------------------
Stephen C. Nell Senior Vice President/National None
Retirement Sales
------------------------------------------ --------------------------------------- ----------------------------------------
Henry W. Orvin Senior Vice President/ Sales Manager None
Director
------------------------------------------ --------------------------------------- ----------------------------------------
Christopher H. Price Senior Vice President/Insurance None
Products
------------------------------------------ --------------------------------------- ----------------------------------------
Philip G. Rickards Senior Vice President/Regional None
Consultant Director
------------------------------------------ --------------------------------------- ----------------------------------------
Thomas E. Sawyer Senior Vice President/Regional None
Consultant Director
------------------------------------------ --------------------------------------- ----------------------------------------
James L. Shields Senior Vice President/Chief None
Information Officer
------------------------------------------ --------------------------------------- ----------------------------------------
Steven Sorenson Senior Vice President/ Director of None
Independent Planner & Insurance and
Registered Investment Adviser Channels
------------------------------------------ --------------------------------------- ----------------------------------------
Richard P. Allen Vice President/ Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
David P. Anderson, Jr. Vice President/ Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
Jeffrey H. Arcy Vice President/ Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
Patrick A. Bearss Vice President/ Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
Larry Bridwell Vice President/ Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
Daniel H. Carlson Vice President/Marketing Services None
------------------------------------------ --------------------------------------- ----------------------------------------
William S. Carroll Vice President/ Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
Patrick A Connelly Vice President/RIA Sales None
------------------------------------------ --------------------------------------- ----------------------------------------
Joel A. Ettinger Vice President/Taxation Vice President/Taxation
------------------------------------------ --------------------------------------- ----------------------------------------
Edward A. Foley Vice President/Marketing None
Communications
------------------------------------------ --------------------------------------- ----------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------ --------------------------------------- ----------------------------------------
Name and Principal Business Address* Positions and Offices with Underwriter Positions and Offices with Registrant
------------------------------------------ --------------------------------------- ----------------------------------------
<S> <C> <C>
Susan T. Friestedt Vice President/Retirement Services None
------------------------------------------ --------------------------------------- ----------------------------------------
Rhonda J. Guido Vice President/ Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
Ronald A. Haimowitz Vice President/ Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
Edward J. Hecker Vice President/ Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
John R. Herron Vice President/Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
Steven N. Horton Vice President/ Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
Dinah J. Huntoon Vice President/Product Manager, None
Equities
------------------------------------------ --------------------------------------- ----------------------------------------
Thomas Intoccia Vice President/Independent Planner & None
Insurance Key Accounts
------------------------------------------ --------------------------------------- ----------------------------------------
Christopher L. Johnston Vice President/ Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
Michael J. Jordan Vice President/ Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
Carolyn Kelly Vice President/ Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
Richard M. Koerner Vice President/ Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
Ellen M. Krott Vice President/Marketing None
------------------------------------------ --------------------------------------- ----------------------------------------
John M. Leboeuf Vice President/ Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
SooHee Lee Vice President/Fixed Income & None
International Product Manager
------------------------------------------ --------------------------------------- ----------------------------------------
Philip Y. Lin Vice President/Associate General Vice President/Associate General
Counsel/Assistant Secretary Counsel/Assistant Secretary
------------------------------------------ --------------------------------------- ----------------------------------------
John R. Logan Vice President/ Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
Michael D. Mabry Vice President/Associate General Vice President/Associate General
Counsel/Assistant Secretary Counsel/Assistant Secretary
------------------------------------------ --------------------------------------- ----------------------------------------
Theodore T. Malone Vice President/ Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
Raymond G. McCarthy Vice President/National Accounts, IPI None
Channel
------------------------------------------ --------------------------------------- ----------------------------------------
Joanne C. McCranie Vice President/ Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------ --------------------------------------- ----------------------------------------
Name and Principal Business Address* Positions and Offices with Underwriter Positions and Offices with Registrant
------------------------------------------ --------------------------------------- ----------------------------------------
<S> <C> <C>
Nathan W. Medin Vice President/ Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
Scott L. Metzger Vice President/Business Development None
------------------------------------------ --------------------------------------- ----------------------------------------
Jamie L. Meyer Vice President/ Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
Roger J. Miller Vice President/ Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
Christopher W. Moore Vice President/ Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
Andrew F. Morris Vice President/ Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
Scott E. Naughton Vice President/ Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
Nancy Nawn Vice President/Senior Wrap Product None
Manager
------------------------------------------ --------------------------------------- ----------------------------------------
Julie Nusbaum Vice President/ Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
Julie A. Nye Vice President/ Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
Daniel J. O'Brien Vice President/Insurance Products None
------------------------------------------ --------------------------------------- ----------------------------------------
David P. O'Connor Vice President/Associate General Vice President/Associate General
Counsel/Assistant Secretary Counsel/Assistant Secretary
------------------------------------------ --------------------------------------- ----------------------------------------
Joseph T. Owczarek Vice President/ Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
Donald G. Padilla Vice President/Assistant None
Controller/Assistant Treasurer
------------------------------------------ --------------------------------------- ----------------------------------------
Otis S. Page Vice President/ Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
Scott P. Passias Vice President/ Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
Mary Ellen Pernice-Fadden Vice President/ Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
Eric Preus Vice President/ Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
Laura E. Roman Vice President/ Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
Robert A. Rosso Vice President/ Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------ --------------------------------------- ----------------------------------------
Name and Principal Business Address* Positions and Offices with Underwriter Positions and Offices with Registrant
------------------------------------------ --------------------------------------- ----------------------------------------
<S> <C> <C>
Terri Lynn Sabby Vice President/ Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
Richard Salus Vice President/Assistant Controller None
------------------------------------------ --------------------------------------- ----------------------------------------
Linda D. Shulz Vice President/ Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
Gordon E. Searles Vice President/Client Services None
------------------------------------------ --------------------------------------- ----------------------------------------
Catherine A. Seklecki Vice President/Retirement Sales None
------------------------------------------ --------------------------------------- ----------------------------------------
John C. Shalloe Vice President/ Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
Darren Smith Vice President/ Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
Kimberly M. Spangler Vice President/ Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
Robert E. Stansbury Vice President/ Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
Michael T. Taggart Vice President/Facilities and None
Administration Services
------------------------------------------ --------------------------------------- ----------------------------------------
Bryon Townsend Vice President/ Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
Julia R. Vander-Els Vice President/Retirement Plan None
Communications
------------------------------------------ --------------------------------------- ----------------------------------------
Jeffrey VanKuelen Vice President/Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
John A. Wells Vice President/Marketing Technology None
------------------------------------------ --------------------------------------- ----------------------------------------
Courtney S. West Vice President/Institutional Sales None
------------------------------------------ --------------------------------------- ----------------------------------------
Andrew J. Whitaker Vice President/ Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
Scott Whitehouse Vice President/ Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
Wesley Williams Vice President/ Senior Regional None
Consultant
------------------------------------------ --------------------------------------- ----------------------------------------
Theodore V. Wood Vice President/Technical Systems None
Officer
------------------------------------------ --------------------------------------- ----------------------------------------
</TABLE>
* Business address of each is 1818 Market Street, Philadelphia, PA 19103.
(c) Inapplicable.
<PAGE>
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 19th day of
June, 2000.
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/ June 19, 2000
------------------------------------- Chief Financial Officer (Principal
David K. Downes Executive Officer, Principal Financial
Officer and Principal Accounting Officer)
and Trustee
/s/Wayne A. Stork Trustee June 19, 2000
-------------------------------------
Wayne A. Stork
/s/ Walter P. Babich Trustee June 19, 2000
-------------------------------------
Walter P. Babich
/s/ John H. Durham Trustee June 19, 2000
-----------------------------------
John H. Durham
/s/ Anthony D. Knerr Trustee June 19, 2000
-----------------------------------
Anthony D. Knerr
/s/ Ann R. Leven Trustee June 19, 2000
-------------------------------------
Ann R. Leven
/s/ Thomas F. Madison Trustee June 19, 2000
---------------------------------
Thomas F. Madison
/s/ Charles E. Peck Trustee June 19, 2000
--------------------------------------
Charles E. Peck
/s/ Jan L. Yeomans Trustee June 19, 2000
------------------------------------
Jan L. Yeomans
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Exhibit
----------- -------
<S> <C>
EX-99.D(8) Form of Amendment No. 2 (September 2000) to Exhibit A of the Investment Management Agreement
(December 1999) between the Registrant and Delaware Management Company (adding The Large-Cap Growth
Equity Portfolio).
EX-99.E(1)(i) Form of Distribution Agreement (December 1999) between Delaware Distributors, L.P. and the
Registrant on behalf of The Real Estate Investment Trust Portfolio.
EX-99.E(1)(ii) Form of Distribution Agreement (December 1999) between Delaware Distributors, L.P. and the
Registrant on behalf of each Portfolio (other than The Real Estate Investment Trust Portfolio).
EX-99.E(1)(iii) Form of Amendment No. 1 (February 2000) to Schedule A of the Distribution Agreement on behalf of
each Portfolio (other than The Real Estate Investment Trust Portfolio).
EX-99.E(1)(iv) Form of Amendment No. 2 (September 2000) to Schedule A of the Distribution Agreement on behalf of
each Portfolio (other than The Real Estate Investment Trust Portfolio).
EX-99.G(4) Form of letter to add The Large-Cap Growth Equity Portfolio (September 2000) to the Custodian
Agreement between the Registrant and The Chase Manhattan Bank.
EX-99.H(1) Form of Shareholders Services Agreement (December 1999) between Delaware Service Company, Inc. and
the Registrant on behalf of each Portfolio.
EX-99.H(1)(i) Form of Amendment No. 1 (February 2000) to Exhibit A of the Shareholder Services Agreement.
EX-99.H(1)(ii) Form of Amendment No. 2 (September 2000) to Exhibit A of the Shareholder Services Agreement.
EX-99.H(2)(ii) Form of Amendment No. 23 (September 2000) to Delaware Investment Family of Funds Fund Accounting
Agreement.
EX-99.I Legal Opinion.
EX-99.P Code of Ethics.
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